Cover
Cover | 12 Months Ended |
Jan. 02, 2022shares | |
Entity Addresses [Line Items] | |
Document type | 20-F |
Document registration statement | false |
Document annual report | true |
Current fiscal year end date | --01-02 |
Document period end date | Jan. 2, 2022 |
Document transition report | false |
Document shell company report | false |
Entity file number | 001-39368 |
Entity registrant name | Maxeon Solar Technologies, Ltd |
Entity address, address line one | 8 Marina Boulevard |
Entity address, address line two | #05-02 |
Entity address, city or town | Marina Bay Financial Centre |
Entity address, country | SG |
Entity incorporation, state or country code | U0 |
Entity address, postal zip code | 018981 |
Title of 12(b) security | Ordinary Shares, no par value |
Security exchange name | NASDAQ |
Entity common stock, shares outstanding (in shares) | 44,246,603 |
Entity well-known seasoned issuer | No |
Entity voluntary filers | No |
Entity current reporting status | Yes |
Entity interactive data current | Yes |
Entity filer category | Accelerated Filer |
Entity emerging growth company | false |
ICFR auditor attestation flag | true |
Document accounting standard | U.S. GAAP |
Entity shell company | false |
Entity central index key | 0001796898 |
Amendment flag | false |
Document fiscal period focus | FY |
Document fiscal year focus | 2021 |
Trading symbol | maxn |
Business contact | |
Entity Addresses [Line Items] | |
Entity address, address line one | 51 Rio Robles |
Entity address, city or town | San Jose |
Entity address, state or province | CA |
Entity address, postal zip code | 95134 |
Contact personnel name | Jeffrey W. Waters |
City area code | 408 |
Local phone number | 240-5500 |
Audit Information
Audit Information | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Auditor Information [Abstract] | |||
Auditor firm ID | 1247 | 1247 | 42 |
Auditor name | Ernst & Young LLP | Ernst & Young LLP | Ernst & Young LLP |
Auditor location | Singapore | Singapore | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Current assets | |||
Cash and cash equivalents | $ 166,542 | $ 206,744 | |
Restricted short-term marketable securities | 1,079 | 1,359 | |
Accounts receivable, net | [1] | 39,730 | 76,702 |
Inventories | 212,820 | 169,240 | |
Advances to supplier utilized | [1] | 51,045 | 43,680 |
Prepaid expenses and other current assets | [1] | 61,904 | 49,470 |
Total current assets | 533,120 | 547,195 | |
Property, plant and equipment, net | 386,630 | 246,908 | |
Operating lease right of use assets | 15,397 | 13,482 | |
Intangible assets, net | 420 | 456 | |
Advances to supplier, net of current portion | [1] | 716 | 49,228 |
Deferred tax assets | 5,183 | 9,620 | |
Other long-term assets | [1] | 115,077 | 113,454 |
Total assets | 1,056,543 | 980,343 | |
Current liabilities | |||
Accounts payable | [1] | 270,475 | 159,184 |
Accrued liabilities | [1] | 78,680 | 77,307 |
Contract liabilities, current portion | [1] | 44,059 | 20,756 |
Short-term debt | 25,355 | 48,421 | |
Operating lease liabilities, current portion | 2,467 | 2,464 | |
Total current liabilities | 421,036 | 308,132 | |
Long-term debt | 213 | 962 | |
Contract liabilities, net of current portion | [1] | 58,994 | 33,075 |
Operating lease liabilities, net of current portion | 13,464 | 12,064 | |
Convertible debt | 145,772 | 135,071 | |
Deferred tax liabilities | 1,150 | 0 | |
Other long-term liabilities | [1] | 61,039 | 51,752 |
Total liabilities | 701,668 | 541,056 | |
Commitments and contingencies (Note 9) | |||
Equity | |||
Common stock, no par value (44,246,603 and 33,995,116 issued and outstanding as of January 2, 2022 and January 3, 2021, respectively) | 0 | 0 | |
Additional paid-in capital | 624,261 | 451,474 | |
Accumulated deficit | (262,961) | (8,441) | |
Accumulated other comprehensive loss | (11,844) | (10,391) | |
Equity attributable to the Company | 349,456 | 432,642 | |
Noncontrolling interests | 5,419 | 6,645 | |
Total equity | 354,875 | 439,287 | |
Total liabilities and equity | $ 1,056,543 | $ 980,343 | |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jan. 02, 2022 | Jan. 03, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares issued (in shares) | 44,246,603 | 33,995,116 |
Common stock, shares outstanding (in shares) | 44,246,603 | 33,995,116 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | [1] | $ 783,279 | $ 844,836 | $ 1,198,301 |
Cost of revenue | [1] | 812,293 | 854,617 | 1,200,610 |
Gross loss | (29,014) | (9,781) | (2,309) | |
Operating expenses | ||||
Research and development expense | [1] | 46,527 | 34,194 | 36,997 |
Sales, general and administrative | [1] | 88,822 | 86,202 | 96,857 |
Restructuring charges (credits) | 8,084 | 0 | (517) | |
Total operating expenses | 143,433 | 120,396 | 133,337 | |
Operating loss | (172,447) | (130,177) | (135,646) | |
Other (expense) income, net | ||||
Interest expense | [1] | (27,848) | (31,859) | (25,831) |
Loss on extinguishment of debt | (5,075) | 0 | 0 | |
Other, net | (33,693) | 36,349 | (1,961) | |
Other (expense) income, net | (66,616) | 4,490 | (27,792) | |
Loss before income taxes and equity in losses of unconsolidated investees | (239,063) | (125,687) | (163,438) | |
Provision for income taxes | (203) | (12,127) | (10,122) | |
Equity in losses of unconsolidated investees | (16,480) | (3,198) | (5,342) | |
Net loss | (255,746) | (141,012) | (178,902) | |
Net loss (income) attributable to noncontrolling interests | 1,226 | (1,619) | (4,157) | |
Net loss attributable to stockholders | $ (254,520) | $ (142,631) | $ (183,059) | |
Loss per share: | ||||
Basic (USD per share) | $ (6.79) | $ (5.82) | $ (8.61) | |
Diluted (USD per share) | $ (6.79) | $ (5.82) | $ (8.61) | |
Weighted average shares used in loss per share computation: | ||||
Basic (shares) | 37,457 | 24,502 | 21,265 | |
Diluted (shares) | 37,457 | 24,502 | 21,265 | |
[1] | We have related-party transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the “Revenue,” “Cost of revenue,” “Operating expenses: Research and development and Sales, general and administrative,” and “Other expense, net: Interest expense” financial statement line items in our Consolidated and Combined Statements of Operations (see Note 3, Note 4 and Note 10). |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (255,746) | $ (141,012) | $ (178,902) |
Components of other comprehensive loss, net of taxes | |||
Currency translation adjustment | (5,461) | (3,818) | (654) |
Net gain (loss) in derivatives (Note 12) | 3,165 | 782 | (1,094) |
Net gain (loss) on long-term pension liability adjustment | 843 | 263 | (1,862) |
Total other comprehensive loss | (1,453) | (2,773) | (3,610) |
Total comprehensive loss | (257,199) | (143,785) | (182,512) |
Comprehensive loss (income) attributable to noncontrolling interests | 1,226 | (1,619) | (4,157) |
Comprehensive loss attributable to stockholders | $ (255,973) | $ (145,404) | $ (186,669) |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Equity Attributable to the Company | Common Stock | Additional paid-in Capital | Net Parent Investment | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Shares beginning balance (shares) at Dec. 30, 2018 | 0 | |||||||
Balances, beginning balance at Dec. 30, 2018 | $ 435,348 | $ 434,201 | $ 0 | $ 0 | $ 438,209 | $ 0 | $ (4,008) | $ 1,147 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | (178,902) | (183,059) | (183,059) | 4,157 | ||||
Other comprehensive loss | (3,610) | (3,610) | (3,610) | |||||
Net parent contribution | 114,687 | 114,687 | 114,687 | |||||
Shares ending balance (shares) at Dec. 29, 2019 | 0 | |||||||
Balances, ending balance at Dec. 29, 2019 | 367,523 | 362,219 | $ 0 | 0 | 369,837 | 0 | (7,618) | 5,304 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | (141,012) | (142,631) | (134,190) | (8,441) | 1,619 | |||
Other comprehensive loss | (2,773) | (2,773) | (2,773) | |||||
Net parent contribution | (129,586) | (129,586) | (129,586) | |||||
Issuance of common stock, net of issuance cost (shares) | 8,930,000 | |||||||
Issuance of common stock, net of issuance cost | 297,541 | 297,541 | 297,541 | |||||
Issuance of physical delivery forwards (shares) | 3,797,000 | |||||||
Issuance of Physical Delivery Forward | 58,466 | 58,466 | 58,466 | |||||
Reclassification of Physical Delivery Forward | (64,089) | (64,089) | (64,089) | |||||
Issuance of convertible debt, net of issuance cost | 52,189 | 52,189 | 52,189 | |||||
Conversion of Net parent investment into common stock, net of issuance cost (shares) | 21,268,000 | |||||||
Conversion of Net parent investment into common stock, net of issuance cost | (776) | (776) | 105,285 | (106,061) | ||||
Distribution to noncontrolling interests | (278) | (278) | ||||||
Recognition of share-based compensation | $ 2,082 | 2,082 | 2,082 | |||||
Shares ending balance (shares) at Jan. 03, 2021 | 33,995,116 | 33,995,000 | ||||||
Balances, ending balance at Jan. 03, 2021 | $ 439,287 | 432,642 | $ 0 | 451,474 | 0 | (8,441) | (10,391) | 6,645 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | (255,746) | (254,520) | (254,520) | (1,226) | ||||
Other comprehensive loss | (1,453) | (1,453) | (1,453) | |||||
Issuance of common stock, net of issuance cost (shares) | 9,916,000 | |||||||
Issuance of common stock, net of issuance cost | 169,684 | 169,684 | 169,684 | |||||
Issuance of common stock for stock-based compensation, net of tax withheld (shares) | 336,000 | |||||||
Issuance of common stock for stock-based compensation, net of tax withheld | (4,245) | (4,245) | (4,245) | |||||
Recognition of share-based compensation | $ 7,348 | 7,348 | 7,348 | |||||
Shares ending balance (shares) at Jan. 02, 2022 | 44,246,603 | 44,247,000 | ||||||
Balances, ending balance at Jan. 02, 2022 | $ 354,875 | $ 349,456 | $ 0 | $ 624,261 | $ 0 | $ (262,961) | $ (11,844) | $ 5,419 |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Cash flows from operating activities | ||||
Net loss | $ (255,746) | $ (141,012) | $ (178,902) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 42,210 | 47,328 | 53,448 | |
Stock-based compensation | 7,231 | 7,250 | 7,135 | |
Non-cash interest expense | 13,361 | 19,851 | 23,841 | |
Gain from dilution of interest in joint venture | (2,975) | 0 | 0 | |
Equity in losses of unconsolidated investees | 16,480 | 3,198 | 5,342 | |
Loss on extinguishment of debt | 5,075 | 0 | 0 | |
Loss (Gain) on retirement of property, plant and equipment | 2,442 | (641) | 0 | |
Deferred income taxes | 5,587 | (1,330) | 804 | |
Gain on equity investments | 0 | (1,822) | 0 | |
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward | 34,468 | (38,236) | 0 | |
Other, net | (1,765) | 3,078 | 249 | |
Changes in operating assets and liabilities | ||||
Accounts receivable | 38,268 | 71,231 | (77,830) | |
Contract assets | 176 | (1,806) | 264 | |
Inventories | (43,493) | 25,212 | 28,415 | |
Prepaid expenses and other assets | (20,705) | (5,590) | 960 | |
Operating lease right-of-use assets | 2,449 | 2,264 | 2,449 | |
Advances to suppliers | 41,147 | 28,473 | 50,163 | |
Advances to suppliers | 41,098 | (143,462) | 53,451 | |
Contract liabilities | 72,488 | (61,344) | 6,460 | |
Operating lease liabilities | (2,662) | (1,804) | (2,589) | |
Net cash used in operating activities | (4,866) | (189,162) | (26,340) | |
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | (154,194) | (27,689) | (41,905) | |
Proceeds from disposal of short-term investments | 1,318 | 6,572 | 0 | |
Purchase of short-term investments | (1,094) | (1,340) | 0 | |
Cash paid for disposal of property, plant and equipment | (417) | 0 | 0 | |
Proceeds from sale of assets | 0 | 1,283 | 265 | |
Purchases of intangibles | (61) | 0 | (231) | |
Installment payment for acquisition of subsidiary | 0 | (30,000) | 0 | |
Proceeds from sale of unconsolidated investee | 0 | 3,220 | 0 | |
Proceeds from dividends and partial return of capital by an unconsolidated investee | 0 | 2,462 | 0 | |
Net cash used in investing activities | (154,448) | (45,492) | (41,871) | |
Cash flows from financing activities | ||||
Proceeds from debt | 170,311 | 236,446 | 253,314 | |
Repayment of debt | (193,237) | (226,664) | (254,649) | |
Payment for tax withholding obligations for issuance of common stock upon vesting of restricted stock units | (4,245) | 0 | 0 | |
Net proceeds from issuance of convertible debt | 0 | 190,330 | 0 | |
Net proceeds from issuance of common stock | 169,684 | 296,765 | 0 | |
Payment for realized amount on underwriting physical delivery forward | 0 | (1,606) | 0 | |
Payment for prepaid forward | 0 | (40,000) | 0 | |
Distribution to noncontrolling interest | 0 | (278) | 0 | |
Repayment of finance lease obligations and other debt | (705) | (651) | (1,190) | |
Net parent (distribution) contribution | 0 | (133,996) | 92,409 | |
Net cash provided by financing activities | 141,808 | 320,346 | 89,884 | |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 166 | 77 | 381 | |
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents | (17,340) | 85,769 | 22,054 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 209,572 | 123,803 | 101,749 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | 192,232 | 209,572 | 123,803 | |
Non-cash transactions | ||||
Property, plant and equipment purchases funded by liabilities | 58,562 | 27,736 | 13,377 | |
Right-of-use assets obtained in exchange for lease obligations | [1] | 5,029 | 4,791 | 21,209 |
Cost from issuance of common stock paid in shares | 1,078 | 0 | 0 | |
Interest expense financed by SunPower | 0 | 11,333 | 17,000 | |
Aged supplier financing balances reclassified from accounts payable to short-term debt | 0 | 23,933 | 45,352 | |
Supplemental cash flow information | ||||
Cash paid for interest | 15,159 | 3,443 | 1,930 | |
Cash paid for income taxes | $ 9,584 | $ 12,486 | $ 8,109 | |
[1] | Amounts for fiscal year 2019 include the transition adjustment for the adoption of ASC 842 and new Right-of-Use (“ROU”) asset additions. |
CONSOLIDATED AND COMBINED STA_5
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | |||
Cash and cash equivalents | $ 166,542 | $ 206,744 | $ 120,956 |
Restricted cash and restricted cash equivalents, current portion, included in prepaid expenses and other current assets | 1,661 | 2,483 | 2,845 |
Restricted cash and restricted cash equivalents, net of current portion, included in other long-term assets | 24,029 | 345 | 2 |
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in statements of cash flows | $ 192,232 | $ 209,572 | $ 123,803 |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background On November 11, 2019, SunPower Corporation (“SunPower”) announced its intention to separate into two independent publicly traded companies: one comprising its solar panel cell and solar manufacturing operations and supply to resellers and commercial and residential end customers outside of the United States of America and Canada (the “Domestic Territory”), which will conduct business as Maxeon Solar Technologies, Pte. Ltd. (the “Company,” “Maxeon,” “we,” “us,” and “our”), a company incorporated under the Laws of Singapore and a wholly owned subsidiary of SunPower, and one comprising its solar panel manufacturing operations, equipment supply, and sales of energy solutions and services in the Domestic Territory, including direct sales of turn-key engineering, procurement and construction services, sales to its third-party dealer network, sales of energy under power purchase agreements, storage and services solutions, cash sales and long-term leases directly to end customers which will continue as SunPower. On August 26, 2020 (the “Distribution Date”), SunPower completed the previously announced Spin-off (the “Spin-off”) of Maxeon. The Spin-off was completed by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares, of Maxeon (the “Maxeon shares”) to holders of record of SunPower’s common stock (the “Distribution”) as of the close of business on August 17, 2020. As a result of the Distribution of the Maxeon shares, on the Distribution Date, Maxeon became an independent, public company under the name Maxeon Solar Technologies, Ltd. and the Maxeon shares started trading on the NASDAQ Global Select Market under the symbol “MAXN.” In connection with the Spin-off, Maxeon and SunPower entered into a number of agreements providing for the framework of the relationship between the two companies following the Spin-off. On November 8, 2019, we entered into the Separation and Distribution Agreement with SunPower which sets forth our agreements with SunPower regarding the principal actions to be taken in connection with the separation and distribution. Immediately after the Distribution and pursuant to the terms of the November 8, 2019 Investment Agreement (the “Investment Agreement”), Maxeon and Tianjin Zhonghuan Semiconductor Co., Ltd., a PRC joint stock limited company (“TZS”), completed the previously announced transaction in which Zhonghuan Singapore Investment and Development Pte. Ltd., a Singapore private limited company (“TZS SG”) and an affiliate of TZS, purchased from Maxeon, for $298.0 million, 8,915,692 of Maxeon shares (the “TZS Investment”), representing approximately 29.5% of the outstanding Maxeon shares after giving effect to the Spin-off and the TZS Investment. Following the TZS Investment, TotalEnergies Solar INTL SAS (“TotalEnergies Solar”, formerly Total Solar), TotalEnergies Gaz Electricité Holdings France SAS, (“TotalEnergies Gaz”, formerly Total Gaz, with TotalEnergies Solar, each an affiliate of TotalEnergies SE (TotalEnergies SE fomerly Total SE) and collectively “TotalEnergies”) held approximately a 36.4% beneficial ownership of Maxeon’s ordinary shares. In connection with the TZS Investment, Maxeon, TotalEnergies Solar, TotalEnergies Gaz, and TZS SG, entered into a Shareholders Agreement relating to certain rights and obligations of each of Total and TZS SG bearing on Maxeon’s governance and the ability of TotalEnergies and TZS SG to buy, sell or vote their Maxeon shares. At the closing of the TZS Investment, Maxeon also entered into a Registration Rights Agreement with TotalEnergies and TZS SG, granting each of the shareholders certain registration rights with regard to their Maxeon shares. In April 2021, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of TZS, the Company sold to TZS 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “TZS Private Placement”). As of January 2, 2022, TotalEnergies’s and TZS SG’s ownership of the Maxeon shares was approximately 24.9% and 24.4%, respectively. Impact of COVID-19 to our Business In December 2019, a novel strain of coronavirus (“COVID-19”) was reported, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, the COVID-19 pandemic has spread worldwide, including the countries in which we operate, and has resulted in authorities implementing numerous measures to try to contain the disease or slow its spread, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. COVID-19 has had an adverse impact on most aspects of our business, operations and financial performance, and the impact is ongoing and will likely continue to evolve and affect our business. Recently, the Delta and Omicron variants of the COVID-19 virus have led to increased incidence of COVID-19 around the world prompting stricter quarantine measures which have resulted in port closures among other things and caused further disruptions to supply chains. Given that Huansheng JV operates in China, we are subject to disruptions in our operations and supply chain due to COVID-19 related disruptions in China. Recently, we also closed our factory in Malaysia for certain periods in July and August 2021 for disinfection due to COVID-19, based on governmental regulations. Our other factories in France, Mexico and the Philippines were not affected. We will continue to actively monitor the situation and may take further actions adapting our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by governmental authorities. Liquidity We expect that we will manage our working capital requirements and fund our committed capital expenditures through our current cash and cash equivalents, cash generated from operations, customer prepayments, net proceeds from our Offering in April 2021, available funds to the extent available to us under our existing debt facility and additional debt or equity financing to the extent we are able to raise such funding on acceptable terms. Our uncommitted capital expenditures are expected to be funded with customer prepayments and additional capital raised through new debt or equity financings to the extent such funding is available to us and on favorable terms. We believe that our current cash, cash equivalents and cash expected to be generated from operations will be sufficient to meet our obligations over the next 12 months. In conjunction with evaluating our ability to continue as a going concern, we have considered sensitivities that may significantly impact our evaluation, including the timing of customer prepayments and its utilization by our customers, including our strategic partners, our ability to defer or cancel uncommitted capital expenditures and the impact of events like COVID-19 that disrupt our business operations, increase our costs and diminish our profitability. Furthermore, we have considered various positive factors in our evaluation, including a new Master Supply Agreement with SunPower that was entered in February 14, 2022 which terminates and replaces the previous Supply Agreement. Under the Supply Agreement, Maxeon was unable to pass through cost increases to SunPower because the Supply Agreement contained fixed prices established in 2020 that were not subject to market-based adjustment. The Master Supply Agreement also contains fixed pricing for 2022 based on the power output (in watts) of the IBC Module, but the pricing has been updated to reflect current market trends. We have also considered the supply agreements with our Huansheng JV which provide for extended credit periods at our discretion, our historical ability to secure customer prepayments for future module production, our ability to sell excess cells not required for our modules, our ability to increase prices with our customers in response to cost-increases, our factoring arrangements on receivables and our historical ability to work with vendors to obtain favorable payment terms, when possible. We expect our long-term cash requirements to be largely driven by capital expenditures and working capital requirements necessary to improve our profitability and business growth. Given the dynamic nature of the markets we operate in, the volatility in the capital markets, the current status of our business, rising inflation and interest rates, supply chain challenges, as well as the worldwide uncertainty created by the war in Ukraine and continuing impact of COVID-19 pandemic on our business operations, we currently lack the visibility to reasonably quantify our expected long-term capital requirements and our ability to fully meet our long-term liquidity needs. Our long-term liquidity needs would be further negatively impacted if the macro conditions set forth above last a sustained period of time. The Company will continue to pursue opportunities to seek additional funding in the near term, including the offering of debt and equity securities depending on favorable market conditions, to fund the capital expenditures for the conversion from Maxeon 3 to Maxeon 7 and to better position it for execution on its strategy and to weather the challenges facing the industry. However, the Company can make no assurance that it will be able to successfully obtain additional financing. The current economic environment and market conditions could limit our ability to raise capital by issuing new equity or debt securities on acceptable terms or at all, and lenders may be unwilling to lend funds on acceptable terms or at all in the amounts that would be required to supplement cash flows to support our funding needs. The sale of additional equity investments or convertible debt securities would result in dilution to our stockholders and may not be available on favorable terms or at all. Additional debt would result in increased expenses, collateralization and would likely impose new restrictive covenants. In addition to pursuing financing opportunities, we continue to focus on improving our overall operating performance and liquidity by assessing and evaluating different options that may be available to us, such as selling raw materials inventory to third parties, liquidating certain investments, evaluating additional restructuring plans or strategic options and renegotiating for more favorable payment terms with customers and vendors. From time to time, we evaluate our staffing levels in response to changes in our business needs and demand for our products in order to manage costs and improve performance which may result in restructuring of our workforce and associated costs. Basis of Presentation Prior to Spin-off Standalone financial statements have not been historically prepared for our business. These consolidated and combined financial statements of the Company have been derived (i) from the consolidated financial statements and accounting records of SunPower as if we had operated on our own prior to the Spin-off, for the periods prior to August 26, 2020 and (ii) subsequent to August 26, 2020, the consolidated financial statements of the Company as an independent public company. Prior to the Spin-off, as there was no controlling financial interest present between or among the entities that comprise our business, we prepared the financial statements of the Company on a combined basis. Net parent investment in the Company’s business is shown in lieu of equity attributable to the Company as there is no consolidated entity in which SunPower holds an equity interest. Net parent investment represents SunPower's interest in the recorded net assets of the Company. See Note 3. Net Parent Investment and Transactions with Sunpower and TotalEnergies. Following the Spin-off, the consolidated financial statements include the accounts of the Company and its subsidiaries. All periods presented have been accounted for in conformity with GAAP and pursuant to the regulations of the SEC. The following paragraphs describe the significant estimates and assumptions applied by management prior to Spin-off which is included in the Consolidated and Combined Statements of Operations and Comprehensive Loss. The Consolidated and Combined Statements of Operations and Comprehensive Loss of the Company include all sales and costs directly attributable to the Company, including costs for facilities, functions and services used by the Company. The Consolidated and Combined Statements of Operations and Comprehensive Loss also reflect allocations of general corporate expenses from SunPower including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement, and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue or headcount as relevant measures. Management of the Company and SunPower consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense we would have incurred as a standalone company for the period presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. In December 2015, SunPower issued $425.0 million in principal amount of its 4.00% senior convertible debentures due 2023 (the “4.00% debentures due 2023”), the proceeds of which were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, interest and other costs associated with the 4.00% debentures due 2023 are reflected in the Consolidated and Combined Statements of Operations and Comprehensive Loss up to the date of Spin-off. As the 4.00% debentures due 2023 are legal obligations of SunPower and were not transferred to us, they are not reflected in our Consolidated Balance Sheets. SunPower managed its global currency exposure by engaging in hedging transactions where management deems appropriate. This included derivatives not designated as hedging instruments consisting of forward and option contracts used to hedge re-measurement of foreign currency denominated monetary assets and liabilities primarily for intercompany transactions, receivables from customers, and payables to third parties. The Company’s consolidated and combined financial statements included these hedging instruments to the extent the derivative instrument was designated as a hedging instrument of a hedged item (e.g., inventory) that is included in the consolidated and combined financial statements. Any changes in fair value of the hedging instrument previously recognized in SunPower’s accumulated other comprehensive income for cash flow hedges which relates to our historical business are also included. SunPower maintained various stock-based compensation plans at a corporate level. The Company’s employees participated in those programs and a portion of the cost of those plans was included in our consolidated and combined financial statements. SunPower also has defined benefit plans at a subsidiary level for certain employees. Where a legal entity within the Company sponsors the plan, the related financial statement amounts are included in the consolidated and combined financial statements following the single employer accounting model. As described in Note 13. Income Taxes , current and deferred income taxes and related tax expense had been determined based on the standalone results of the Company by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”). As a result of applying ASC 740 to the Company’s operations in each country using the separate return approach, under which current and deferred income taxes are calculated as if a separate tax return had been prepared in each tax jurisdiction. In various tax jurisdictions, SunPower and the Company’s businesses operated within the same legal entity and certain subsidiaries were part of SunPower’s tax group. This required an assumption that the subsidiaries and operations of the Company in those tax jurisdictions operated on a standalone basis and constitute separate taxable entities. Actual outcomes and results could differ from these separate tax return estimates, including those estimates and assumptions related to realization of tax benefits within SunPower’s tax groups. Uncertain tax positions represent those tax positions to which the Company is the primary obligor and are evaluated and accounted for as uncertain tax positions pursuant to ASC 740. Determining which party is the primary obligor to the taxing authority is dependent on the specific facts and circumstances of their relationship to the taxing authority. Management believes that all allocations have been performed on a reasonable basis and reflect the services received by the Company, the cost incurred on behalf of the Company and the assets and liabilities of the Company. Although, the combined financial statements reflect management’s best estimate of all historical costs related to the Company, this may, however, not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Company been a separate entity, nor the future results of the Company as it will exist upon completion of the proposed separation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 02, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Combination and consolidation The consolidated and combined financial statements includes the Company’s net assets and results of operations as described above prior to Spin-off. Subsequent to Spin-off, it incorporates the financial statements, its subsidiaries and the VIEs for which the Company or a subsidiary of the Company is the primary beneficiary. All intercompany transactions and accounts within the consolidated and combined businesses of the Company have been eliminated. Fiscal Periods The Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2021 is a 53-week fiscal year while fiscal year 2020 and 2019 are 52-week fiscal years. Our fiscal year 2021 ended on January 2, 2022, our fiscal year 2020 ended on January 3, 2021 and our fiscal year 2019 ended on December 29, 2019. Use of Estimates The preparation of the consolidated and combined financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Significant estimates in these consolidated and combined financial statements include (i) revenue recognition, specifically, management’s assessment of market-based pricing terms related to sales of solar modules to SunPower for periods prior to the Spin-off, the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; (ii) allowances for credit losses for accounts receivable; (iii) inventory write-downs; (iv) stock-based compensation; (v) long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows, economic useful lives of property, plant and equipment, intangible assets, and investments; (vi) fair value of financial instruments; (vii) valuation of contingencies such as accrued warranty; (viii) the incremental borrowing rate used in discounting of lease liabilities; and (ix) income taxes and tax valuation allowances. Actual results could materially differ from those estimates. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates and judgments or require us to revise the carrying value of our assets or liabilities as of the date of issuance of the financial statements. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Lease Accounting – Arrangements with Maxeon as a lessee We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Consolidated Balance Sheets. Finance leased assets are included in property, plant and equipment, net and finance lease liabilities are included in short-term debt and long-term debt on the Consolidated Balance Sheets. We elected the practical expedient to combine our lease and related non-lease components for all our leases. In addition, leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Lease Accounting – Arrangements with Maxeon as a lessor We account for a lease arrangement in which we act as the lessor as an operating lease as it does not meet the criteria for a sales-type lease or a direct financing lease. Initial direct costs incurred in negotiating and arranging an operating lease are deferred and recognized over the lease term on the same basis as the lease income. Lease income is recognized on a straight-line basis over the lease term. We exclude from our measurement of consideration in a contract all taxes assessed by governmental authorities on lease that are both (i) imposed on and concurrent with a specific lease revenue-producing transaction and (ii) collected from a lessee. Financial instruments - Credit Losses Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”) requires remeasurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses and adjust this estimate over the life of the receivable as needed. An account receivable is written off against the allowance for credit loss made after all collection effort has ceased. We evaluate the aggregation and risk characteristics of a receivable pool and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. As of January 2, 2022, we reported $39.7 million of accounts receivable, net of credit loss allowance of $0.9 million. Based on the aging analysis as of January 2, 2022, 99.9% of our gross trade account receivable was outstanding less than 60 days. Refer to Note 6. Balance Sheet Components for more details on changes in allowance for credit losses. We have not seen significant changes to the recovery rate of our account receivable as a result of the COVID-19 pandemic, but we are continuing to actively monitor the impact of the COVID-19 pandemic on our expected credit losses. Advances to Suppliers Advances to suppliers relate to prepayments made under long-term agreements with suppliers for the procurement of polysilicon and silicon wafers that specify future quantities and pricing of polysilicon and silicon wafers to be supplied by the vendors and provide for certain consequences, such as forfeiture of advanced deposits, in the event that the Company terminates the arrangement. The credit loss allowance on our advanced prepayments to suppliers under long-term supply agreements are reviewed by management at each reporting period. We have no history of recording write-offs related to our advanced prepayments to suppliers, and given our purchase obligation to these suppliers significantly exceeds the remaining advanced prepayments balance as of January 2, 2022 and January 3, 2021, the likelihood of our suppliers terminating the existing contractual arrangements is considered to be remote. We also periodically evaluate the credit worthiness of these suppliers and have noted no material deterioration in their respective credit conditions that would call into question their abilities to continue to supply us with the quantities of polysilicon specified in our supply agreements. The typical time it takes for us to receive the delivery of raw materials under this agreement was approximately 40-50 days from the date the purchase order is submitted to the supplier. Out of the $92.9 million of advances to suppliers as of January 3, 2021, $43.7 million was subsequently applied to polysilicon deliveries received through January 2, 2022, subsequent to an extension of the polysilicon agreement negotiated during fiscal year 2020. We had $51.8 million of advances to suppliers as of January 2, 2022, of which we expect to apply $49.2 million to polysilicon purchases received through the end of our fiscal year 2022 in accordance with the existing supply agreement. The remaining $2.5 million will be applied to silicon wafer purchases in fiscal year 2022 and 2023 of $1.8 million and $0.7 million, respectively, in accordance with the supply agreement entered during fiscal year 2021. Net Parent Investment Net parent investment in the Consolidated Balance Sheets and Statements of Equity represents SunPower’s interest in the recorded net assets of the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated deficit. See Note 3. Net Parent Investment and Transactions with Sunpower and TotalEnergies for further information about transactions between the Company and SunPower. Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Equity investments without readily determinable fair value are measured at cost less impairment and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Derivative financial instruments are carried at fair value based on quoted market prices for financial instruments with similar characteristics. The effective portion of derivative financial instruments is excluded from earnings and reported as a component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. The ineffective portion of derivatives financial instruments are included in “Other, net” in the Consolidated and Combined Statements of Operations. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from non-owner sources. Our comprehensive loss for the period presented is comprised of (i) our net loss; (ii) foreign currency translation adjustment of our foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet dates, and revenues and expenses are translated at average exchange rates prevailing during the applicable period; (iii) changes in fair value for derivatives designated as hedging instruments (see Note 12. Derivative Financial Instruments ); and (iv) net gain (loss) on long-term pension liability adjustment. Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. Short-Term and Long-Term Investments We may invest in money market funds and debt securities. In general, investments with original maturities of greater than ninety days and remaining maturities of one year or less are classified as short-term investments, and investments with maturities of more than one year are classified as long-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such investments represent the investment of cash that is available for current operations. Despite the long-term maturities, we have the ability and intent, if necessary, to liquidate any of these investments in order to meet our working capital needs within our normal operating cycles. Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines. Cash in Restricted Accounts Cash and cash equivalents in restricted accounts comprise primarily of monies held in escrow in connection with the Company’s module sales to a customer and accounts restricted for use in connection with our leases. Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. We evaluate the realizability of our inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. Our assumption of expected demand is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. Our assumption of expected demand is compared to available inventory, production capacity, future polysilicon purchase commitments, available third-party inventory, and growth plans. Our factory production plans, which drive materials requirement planning, are established based on our assumptions of expected demand. We respond to reductions in expected demand by temporarily reducing manufacturing output and adjusting expected valuation assumptions as necessary. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. We evaluate whether losses should be accrued on long-term inventory purchase commitments that may arise from firm, non-cancellable, and unhedged commitments for the future purchase of inventory items. Such losses are measured in the same way as inventory losses, and are recognized unless determined to be recoverable through firm sales contracts or when there are other circumstances that reasonably assure continuing sales without price decline. Under the long-term polysilicon supply agreements for polysilicon between the Company and a supplier, pricing for purchases of polysilicon and specified quantities are set forth in the agreements. As a result of the significant declines in the prices of polysilicon available in the market due to an increase in industry-wide polysilicon manufacturing capacity, the purchase prices set forth in the agreements currently exceed market prices. We evaluate the terms of our long-term inventory purchase agreements with suppliers, including joint ventures, for the procurement of polysilicon, ingots, wafers, and solar cells and establish accruals for estimated losses on adverse purchase commitments as necessary, such as lower of cost or net realizable value adjustments, forfeiture of advanced deposits and liquidated damages. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials, and actual consumption of these ordered materials is compared to expected demand regularly. We anticipate total obligations related to long-term supply agreements for inventories will be realized because quantities are less than our expected demand for our solar power products for the foreseeable future and because the raw materials subject to these long-term supply agreements are not subject to spoilage or other factors that would deteriorate its usability; however, if raw materials inventory balances temporarily exceed near-term demand, we may elect to sell such inventory to third parties to optimize working capital needs. In addition, because the purchase prices required by our long-term polysilicon agreements are significantly higher than current market prices for similar materials, if we are not able to profitably utilize this material in our operations or elect to sell near-term excess, we may incur additional losses. Other market conditions that could affect the realizable value of our inventories and are periodically evaluated by us include historical inventory turnover ratio, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, the current market price of polysilicon as compared to the price in our fixed-price arrangements, and product merchantability, among other factors. If, based on assumptions about expected demand and market conditions, we determine that the cost of inventories exceeds its net realizable value or inventory is excess or obsolete, or we enter into arrangements with third parties for the sale of raw materials that do not allow us to recover our current contractually committed price for such raw materials, we record a write-down or accrual equal to the difference between the cost of inventories and the estimated net realizable value, which may be material. If actual market conditions are more favorable, we may have higher gross margins when products that have been previously written down are sold in the normal course of business (see Note 6. Balance Sheet Components ). Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets and the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Useful Lives in Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Intangible Assets Intangible assets are stated at cost less accumulated amortization. Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows: Useful Lives in Patents 12 Trademarks 2 to 3 Purchased technology 1 to 7 Long-Lived Assets We evaluate our long-lived assets, including property, plant and equipment, and definite-lived intangible assets, for impairment whenever events or changes in circumstances arise. This evaluation includes consideration of technology obsolescence that may indicate that the carrying value of such assets may not be recoverable. The assessments require significant judgment in determining whether such events or changes have occurred. Factors considered important that could result in an impairment review include significant changes in the manner of use of a long-lived asset or in its physical condition, a significant adverse change in the business climate or economic trends that could affect the value of a long-lived asset, significant under-performance relative to expected historical or projected future operating results, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of the impairment evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We exercise judgment in assessing such groupings and levels. We then compare the estimated future undiscounted net cash flows expected to be generated by the asset group (including the eventual disposition of the asset group at residual value) to the asset group’s carrying value to determine if the asset group is recoverable. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the asset group, we record an impairment loss in the amount by which the carrying value of the asset group exceeds the fair value. Fair value is generally measured based on (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and (iii) quoted market prices, if available. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. See Note 6. Balance Sheet Components for additional information. Product Warranties We generally provide a 25-year standard warranty for the solar panels that we manufacture for defects in materials and workmanship and for greater than promised declines in power performance. The warranty provides that we will repair or replace any defective solar panels during the warranty period. In addition, we pass through to customers long-term warranties from the original equipment manufacturers of certain system components, such as inverters. Warranties of 25 years from solar panel suppliers are standard in the solar industry, while certain system components carry warranty periods ranging from 5 to 20 years. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that we will elect to either (a) repair; (b) replace; or (c) pay the customer a liquidated damage based on the computation stipulated in the warranty agreement. We maintain reserves to cover the expected costs that could result from these warranties. Our expected costs are generally in the form of product replacement or repair. Warranty reserves are based on our best estimate of such costs and are recognized as a cost of revenue. We continuously monitor product returns for warranty failures and maintain a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between our estimated costs and our actual costs could be material to our combined financial statements. If actual product failure rates or the frequency or severity of reported claims differ from our estimates or if there are delays in our responsiveness to outages, we may be required to revise our estimated warranty liability. Historically, warranty costs have been within our expectations (see Note 9. Commitments and Contingencies ). Revenue Recognition We sell our solar panels and balance of system components primarily to dealers, project developers, system integrators and distributors, and recognize revenue at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts with the customer. In determining the transaction price for revenue recognition, the Company evaluates whether the price is subject to refund or adjustment in determining the consideration to which the Company expects to be entitled. There are no rights of return; however, the Company may be required to pay consideration to the customer in certain instances of delayed delivery. The Company then allocates the transaction price to each distinct performance obligation based on their relative standalone selling price, when applicable. Other than standard warranty obligations, there are no significant post-shipment obligations (including installation, training or customer acceptance clauses) with any of our customers that could have an impact on revenue recognition. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. In the case of the existence of a significant financing component, the amount of the consideration is adjusted to reflect what the cash selling price of the promised service would have been if payments had occurred as control of the service was transferred to the customer. The discount rate used in determining the significant financing component is the rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. Our revenue recognition policy is consistent across all geographic areas. Cost of Revenue Cost of revenue includes actual cost of materials, labor and manufacturing overheads incurred for revenue-producing units shipped and includes associated warranty costs and other costs. Shipping and Handling Costs We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer goods and, accordingly, record such costs in cost of revenue. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. Stock-Based Compensation The Company’s employees have historically participated in SunPower’s stock-based compensation plans. Stock-based compensation expense has been allocated to the Company based on the awards and terms previously granted to the Company’s employees as well as an allocation of SunPower’s corporate and shared functional employee expenses. Subsequent to the Spin-off on August 26, 2020 and in accordance with the employee matters agreement entered with SunPower, certain adjustments were made to the unvested restricted stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Spin-off. The Company issued adjusted restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) for the unvested awards under the Company’s stock-based compensation plans. The stock-based compensation expense for the RSU is based on the measurement date fair value of the award and is recognized only for those awards expected to meet the service vesting conditions on a straight-line basis over the requisite service period of the award. For PSU grants, the expense is based on the measurement date fair value of the award and is recognized over the vesting term if the performance targets are considered probable of being achieved. Stock-based compensation expense is determined at the aggregate grant level for service-based awards and at the individual vesting tranche level for awards with performance and/or market conditions. The forfeiture rate is estimated based on SunPower and the Company’s historical experience. Advertising Costs Advertising costs are expensed as incurred. Advertising expense totaled approximately $3.5 million, $2.4 million and $3.1 million in fiscal years 2021 , 2020 and 2019, respectively. Research and Development Expense Research and development expense consists primarily of salaries and related personnel costs, depreciation and the cost of solar cell and solar panel materials. Research and development expense is reported net of contributions under collaborative arrangements. Subsequent to the Spin-off, the Company entered into the Collaboration Agreement with SunPower to perform research and development work in SunPower’s Silicon Valley research and development labs for the development of future technology improvements and continue to improve our expected product differentiation. All research and development costs are expensed as incurred. Restructuring Charges The Company records charges associated with approved restructuring plans to reorganize our manufacturing network, to remove duplicative headcount and infrastructure associated with business acquisitions or to simplify business processes and accelerate innovation. Restructuring charges can include severance costs in connection with the termination of a specified number of employees, infrastructure charges to vacate facilities and consolidate operations, and contract cancellation costs. The Company records restructuring charges based on estimated employee terminations and site closure and consolidation plans. The Company accrues for severance and other employee separation costs under these actions when it was probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements. Translation of Foreign Currency The Company and certain of its subsidiaries use their respective local currency as their functional currency. Accordingly, foreign currency assets and liabilities are translated using exchange rates in effect at the end of the period. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Foreign subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities using exchange rates in effect at the end of the period. Exchange gains and losses arising from the remeasurement of monetary assets and liabilities are included in “Other, net” in the Consolidated and Combined Statements of Operations. Non-monetary assets and liabilities are carried at their historical values. We include gains or losses from foreign currency transactions in “Other, net” in the Consolidated and Combined Statements of Operations with the other hedging activities described in Note 12. Derivative Financial Instruments . Concentration of Credit Risk We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Financial and derivative instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, investments, accounts receivable, advances to suppliers, and foreign currency forward contracts. Our investment policy requires cash and cash equivalents and investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. We perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary. We maintain an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. We believe that our concentration of credit risk is limited because of our large number of customers, credit quality of the customer base, small account balances for most of these customers, and customer geographic diversification. During fiscal years 2021, 2020 and 2019, we recorded revenues of $225.9 million, $231.2 million and $426.5 million, or 28.8%, 27.4% and 35.6% of total revenue, respectively, representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the Supply Agreement with SunPower. Except for revenue transactions with SunPower, for fiscal years 2021 and 2020, we had no customers that accounted for at least 10% of revenue. As of January 2, 2022 and January 3, 2021, SunPower accounted for 9.7% and 39.5% of our accounts receivable, respectively. No customers individually accounted for 10% of accounts receivable as of January 2, 2022, and three customers individually accounted for 15.1%, 11.6% and 10.6% of accounts receivable, respectively as of January 3, 2021. We have entered into agreements with a vendor that specify future quantities and pricing of polysilicon to be supplied for the next year. The purchase prices required by these polysilicon supply agreements are significantly higher than current market prices for similar materials. Under certain agreements, we were |
NET PARENT INVESTMENT AND TRANS
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES | 12 Months Ended |
Jan. 02, 2022 | |
Related Party Transactions [Abstract] | |
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES | NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES SunPower is a majority-owned subsidiary of TotalEnergies Solar and TotalEnergies Gaz, each a subsidiary of TotalEnergies SE. Prior to the Spin-off, we were partially owned by TotalEnergies SE through its ownership of SunPower. In connection with the Spin-off, following the TZS investment whereby TZS SG and an affiliate of TZS, purchased from Maxeon, for $298.0 million, 8,915,692 of Maxeon shares. TZS Investment, TotalEnergies Solar INTL SAS (“TotalEnergies Solar”), TotalEnergies Gaz Electricité Holdings France SAS, (“TotalEnergies Gaz”, with TotalEnergies Solar, each an affiliate of TotalEnergies SE and collectively “TotalEnergies”),as holders of record of SunPower’s common stock, were issued Maxeon’s shares by way of pro rata distribution. In April 2021, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of TZS, the Company sold to TZS 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “TZS Private Placement”). As of January 2, 2022, TotalEnergies’s and TZS SG’s ownership of the Maxeon shares was approximately 24.9% and 24.4%, respectively. Transactions with SunPower Sales to SunPower During fiscal years 2021, 2020 and 2019, we had sales of $225.9 million, $231.2 million and $426.5 million to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the supply agreement with SunPower. Sales to SunPower were recognized in line with our revenue recognition policy for sales to third-party customers, as discussed in Note 2. Summary of Significant Accounting Policies . As of January 2, 2022 and January 3, 2021, accounts receivable due from SunPower related to these sales amounted to $4.0 million and $32.0 million, respectively. Allocation of Corporate Expenses As discussed in Note 2. Summary of Significant Accounting Policies, the Consolidated and Combined Statements of Operations and Comprehensive Loss include an allocation of general corporate expenses from SunPower for certain management and support functions, prior to the Spin-off. These allocations amounted to $9.2 million and $26.1 million fiscal years 2020 and 2019, respectively, and were reflected in sales, general, and administrative expenses. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the period presented. Allocated costs may differ from actual costs which would have been incurred if we had operated independently during the periods presented. In December 2015, SunPower issued 4.00% debentures due 2023, the proceeds of which were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, $11.3 million and $17.0 million of interest expense associated with the 4.00% debentures due 2023 is reflected in the Consolidated and Combined Statements of Operations for each of the fiscal years 2020 and 2019. Since the 4.00% debentures due 2023 represent legal obligations of SunPower which were not transferred to us, they are not reflected in our Consolidated Balance Sheets in the years presented. However, the associated interest expense and the debt issuance cost amortization are reflected in our Consolidated and Combined Statements of Operations prior to the Spin-off to reflect our historical cost of doing business. This cost may not be indicative of the actual expense that would have been incurred had we operated as an independent, public company for the period presented nor future periods. Agreements with SunPower In connection with the Spin-off, we also entered into certain ancillary agreements that govern the relationships between SunPower and us following the Distribution, including: a tax matters agreement, employee matters agreement, transition services agreement, back-to-back agreement, brand framework agreement, cross license agreement, collaboration agreement, and supply agreement (collectively, the “Ancillary Agreements”). In addition, under the Separation and Distribution Agreement with SunPower, SunPower has agreed to indemnify us for certain litigation and claims to which we are a party. The liabilities related to these claims and an offsetting receivable from SunPower are reflected on our Consolidated Balance Sheets. See Note 6. Balance Sheet Components and Note 9. Commitments and Contingencies - Indemnifications . In February 2021, we entered into an amendment to the SunPower Supply Agreement (the “Amendment to the SunPower Supply Agreement”) that updated and amended 2021 volumes and pricing. The Amendment to the SunPower Supply Agreement also brought forward the exclusivity term for the Direct Market Segment (as defined in the SunPower Supply Agreement) from August 26, 2021 to June 30, 2021 and provided for optional sales by Maxeon and purchases by SunPower of additional product types, including Performance line panels. The purchase price for each product, subject to certain adjustments, have been fixed for 2020 and 2021 based on the power output (in watts) of the relevant product. For subsequent periods, the purchase price will be set based on a formula and fixed for the covered period, subject to the same adjustments. The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Charges from product collaboration agreement $ 32,887 $ 10,846 Net charges from transition services agreement 5,217 6,229 We had the following balances related to transactions with SunPower as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 3,959 $ 31,967 Prepaid expenses and other current assets 13,979 9,665 Other receivables, non-current 1,458 1,458 Accounts payable 2,315 901 Accrued liabilities (Note 6) 8,361 7,942 Net Parent Investment Net parent investment on the Consolidated Balance Sheets and the Consolidated and Combined Statements of Equity represents SunPower’s historical investment in the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated earnings. Prior to the Spin-off, the Company was dependent on SunPower for its working capital and financing requirements as SunPower used a centralized approach for cash management and financing of its operations. SunPower provided funding for our operating and investing activities including pooled cash managed by SunPower treasury to fund operating expenses and capital expenditures. SunPower also directly collected our receivables. These activities were reflected as a component of net parent investment, and this arrangement is not reflective of the manner in which we would operate on a stand-alone business separate from SunPower during the period presented. Accordingly, none of SunPower’s cash, cash equivalents or debt at the corporate level have been assigned to the Company in the consolidated and combined financial statements. Net parent investment represents SunPower’s interest in the recorded net assets of the Company and the net parent (distribution) contribution represents the settlement as part of the Spin-off exercise. All significant transactions between the Company and SunPower have been included in the accompanying consolidated and combined financial statements. Transactions with SunPower are reflected in the accompanying Consolidated and Combined Statements of Equity as “Net parent (distribution) contribution”. Net Parent (Distribution) Contribution The components of Net parent (distribution) contribution represented the distribution/contribution by SunPower prior to the Spin-off and it comprised of the following on the Consolidated and Combined Statements of Equity for fiscal years 2020 and 2019 were as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 General financing activities $ (22,163) $ 61,971 Acquisition of intellectual property (100,000) — Separation cost (25,000) — Excess cash (8,996) — Corporate allocations 9,238 26,096 Interest expense financed and paid by SunPower 12,167 19,485 Stock-based compensation expense 5,168 7,135 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 A reconciliation of Net parent (distribution) contribution in the Consolidated and Combined Statements of Equity to the corresponding amount presented on the Consolidated and Combined Statements of Cash Flows for the periods presented was as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 Interest expense financed and paid by SunPower (12,167) (19,485) Stock-based compensation expense (5,168) (7,135) Other 12,925 4,342 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Cash Flows $ (133,996) $ 92,409 Transactions with TotalEnergies The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 821 $ 1,273 Accounts payable (1) — 3,100 Contract liabilities, current portion (2) 31,069 9,405 Contract liabilities, net of current portion (2) 23,840 33,066 Refund liabilities (Note 6) 22,566 — (1) In connection with obtaining solar module supplies related to one solar project, we incurred charges of $3.1 million, that was paid directly to TotalEnergies in fiscal year 2021. (2) Refer to Note 9. Commitments and Contingencies—Advances from Customers. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue $ 14,733 $ 73,599 $ 33,371 Interest expense incurred on the 4.00% debentures acquired by Total (1) — 2,667 4,000 (1) Represents TotalEnergies share of the 4.00% debentures issued by SunPower in December 2015. The proceeds were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, the related interest expense was reflected in the Consolidated and Combined Statements of Operations prior to Spin-off. The related obligation on the 4.00% debentures were not transferred to us as part of the Spin-off. Supply Agreements In November 2016, SunPower and Total entered into a four-year, up to 200 megawatts (“MW”) supply agreement to support the solarization of certain Total facilities. The agreement covers the supply of 150 MW of Maxeon 2 panels with an option to purchase up to another 50 MW of Performance line solar panels. In March 2017, SunPower received a prepayment totaling $88.5 million. The prepayment is secured by certain of Maxeon’s assets located in Mexico. We recognize revenue for the solar panels supplied under this arrangement consistent with our revenue recognition policy for solar power components at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts. In the second quarter of fiscal year 2017, we started to supply Total with solar panels under the supply agreement. In August 2020, SunPower, Total and Maxeon signed an assignment and assumption agreement, consent and release whereby SunPower assigned its rights and obligations under the original agreements to us as part of the Spin-off and we agreed with Total and SunPower to make certain commercial amendments to the original agreements. On February 22, 2021, Total, Maxeon and its affiliate SunPower System Sarl entered into a Second Amended and Restated Initial Implementing Agreement (the “Amendment to the Solarization Agreement”) replacing the existing agreement, for the supply to Total, until December 31, 2025, of approximately 70 MW of PV modules (out of the 150 MW volume committed by Total in the Total Supply Agreement). The Amendment to the Solarization Agreement also (i) updates the list of PV modules available for ordering by Total, (ii) amends the pricing conditions (including the price adjustment mechanism of the existing agreement) of certain of those PV modules to reflect PV market-based pricing, (iii) provides the terms for the repayment in 12 installments by Maxeon, between the first quarter of 2023 and the fourth quarter of 2025, of the difference between the prepayment and the actual price of the 150 MW initial volume as at December 31, 2025 once the remaining 70 MW of PV modules will have been fully ordered by Total; and (iv) provides for the release of SunPower System Sarl from the Mexican pledge of its assets upon full repayment of that difference. As a result of the Amendment to the Solarization Agreement, $22.6 million which is expected to be repaid to Total is reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, we had $8.1 million and $9.3 million, respectively, of “Contract liabilities, current portion”, and $3.5 million and $33.1 million, respectively, of “Contract liabilities, net of current portion” on our Consolidated Balance Sheets related to the aforementioned supply agreement (see Note 9. Commitments and Contingencies ). On January 7, 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 3.7 MW of PV modules to Total for a ground-mounted PV installation in Dubai. This agreement provided for payment from Total in the amount of approximately $1.4 million, 10% of which was received after execution of the agreement. On March 4, 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 10 MW of PV modules to Total for commercial rooftop PV installations in Dubai. This agreement provided for payment from Total in the amount of approximately $3.2 million, 10% of which was received in April 2019. In December 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 93 MW of PV modules to Total for commercial PV modules in France. This agreement provided for payment from Total in the amount of approximately $38.4 million, 10% of which was received in December 2019. In November 2021, the Company executed an order request from Danish Fields Solar LLC, a wholly-owned subsidiary of TotalEnergies SE, for the sale of Performance line modules that is governed by a framework agreement entered into between the Company and TotalEnergies Global Procurement on October 27, 2021. Subject to granting security interests in certain assets located in Mexico, the Company is expecting to receive in excess of $50.0 million as prepayment related to the order request by 2022. The delivery of the modules is expected to be completed by the third quarter of fiscal year 2023. As of January 2, 2022, the Company has received $42.6 million of prepayment. The Company has assessed that the contract includes a significant financing component. Accordingly, the carrying amount for such prepayment is adjusted for the discount rate at the contract inception. As of January 2, 2022, we have $22.2 million and $20.4 million of such prepayment in “Contract liabilities, current portion” and “Contract liabilities, net of current portion” on our Consolidated Balance Sheets. The interest expense on significant financing component of $0.03 million for fiscal year 2021 has been recognized in “Interest expense, net” in the Consolidated and Combined Statements of Operation. In March 2022, the order request was amended to change the timing of the utilization of the prepayment. 4.00% Debentures Due 2023 In December 2015, SunPower issued the 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by Total. The Consolidated and Combined Statements of Operations includes $2.7 million in interest expense related to interest charges incurred on the 4.00% debentures due 2023 for fiscal year 2020. See Note 1. Background and Basis of Presentation for additional details related to the 4.00% debentures due 2023. Transactions with Tianjin Zhonghuan Semiconductor Co., Ltd and its affiliates During fiscal year 2020, the Company sold its entire equity interest in Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”) to Zhonghuan Energy (Inner Mongolia) Co., Ltd, an affiliate of TZS at a consideration of RMB 21,938,086.22 (equivalent to $3.2 mil) and this was determined based on valuation of Hohhot on December 31, 2019. The Company recognized a gain of $0.5 million from the disposal. In March 2016, we entered into an agreement with Dongfang Electric Corporation and TZS. to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. In September 2021, TZS made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations. As at January 2, 2022, we had an equity ownership of 16.3% in the joint venture and account for the joint venture as an equity method investment. Please refer to Note 10 Equity Investments for transactions with the joint venture. On November 16, 2021, we entered into a silicon wafer master supply agreement with Zhonghuan Hong Kong Ltd (“TZS HK”), a subsidiary of TZS for the purchase of P-Type G12 wafers which are intended to be incorporated into the Company’s Performance line modules planned for manufacture in Malaysia and Mexico and sale into the United States. The Company expects TZS HK to be its primary wafer supplier for Performance line modules and deliveries to commence in 2022. Deposit arrangements, payment terms and pricing mechanisms will be agreed to with TZS HK for the Company to reserve specified volumes in advance. The master supply agreement also sets out a general framework and customary operational and legal terms which govern the purchases of silicon wafer from TZS by the Company and its subsidiaries, including engineering changes, supply chain management, inspection, representations and warranties and legal compliance. In connection with the supply agreement, we made a deposit of $2.5 million as of January 2, 2022 to reserve specified volumes in advance for delivery up to fiscal year 2023. Prepayment of $1.8 million and $0.7 million is recorded in “Advances to suppliers, current portion” and “Advances to suppliers, non-current portion”, respectively, on the Consolidated Balance Sheets. |
TRANSACTIONS WITH TIANJIN ZHONG
TRANSACTIONS WITH TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD. | 12 Months Ended |
Jan. 02, 2022 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD. | NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES SunPower is a majority-owned subsidiary of TotalEnergies Solar and TotalEnergies Gaz, each a subsidiary of TotalEnergies SE. Prior to the Spin-off, we were partially owned by TotalEnergies SE through its ownership of SunPower. In connection with the Spin-off, following the TZS investment whereby TZS SG and an affiliate of TZS, purchased from Maxeon, for $298.0 million, 8,915,692 of Maxeon shares. TZS Investment, TotalEnergies Solar INTL SAS (“TotalEnergies Solar”), TotalEnergies Gaz Electricité Holdings France SAS, (“TotalEnergies Gaz”, with TotalEnergies Solar, each an affiliate of TotalEnergies SE and collectively “TotalEnergies”),as holders of record of SunPower’s common stock, were issued Maxeon’s shares by way of pro rata distribution. In April 2021, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of TZS, the Company sold to TZS 1,870,000 ordinary shares at a price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “TZS Private Placement”). As of January 2, 2022, TotalEnergies’s and TZS SG’s ownership of the Maxeon shares was approximately 24.9% and 24.4%, respectively. Transactions with SunPower Sales to SunPower During fiscal years 2021, 2020 and 2019, we had sales of $225.9 million, $231.2 million and $426.5 million to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the supply agreement with SunPower. Sales to SunPower were recognized in line with our revenue recognition policy for sales to third-party customers, as discussed in Note 2. Summary of Significant Accounting Policies . As of January 2, 2022 and January 3, 2021, accounts receivable due from SunPower related to these sales amounted to $4.0 million and $32.0 million, respectively. Allocation of Corporate Expenses As discussed in Note 2. Summary of Significant Accounting Policies, the Consolidated and Combined Statements of Operations and Comprehensive Loss include an allocation of general corporate expenses from SunPower for certain management and support functions, prior to the Spin-off. These allocations amounted to $9.2 million and $26.1 million fiscal years 2020 and 2019, respectively, and were reflected in sales, general, and administrative expenses. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the period presented. Allocated costs may differ from actual costs which would have been incurred if we had operated independently during the periods presented. In December 2015, SunPower issued 4.00% debentures due 2023, the proceeds of which were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, $11.3 million and $17.0 million of interest expense associated with the 4.00% debentures due 2023 is reflected in the Consolidated and Combined Statements of Operations for each of the fiscal years 2020 and 2019. Since the 4.00% debentures due 2023 represent legal obligations of SunPower which were not transferred to us, they are not reflected in our Consolidated Balance Sheets in the years presented. However, the associated interest expense and the debt issuance cost amortization are reflected in our Consolidated and Combined Statements of Operations prior to the Spin-off to reflect our historical cost of doing business. This cost may not be indicative of the actual expense that would have been incurred had we operated as an independent, public company for the period presented nor future periods. Agreements with SunPower In connection with the Spin-off, we also entered into certain ancillary agreements that govern the relationships between SunPower and us following the Distribution, including: a tax matters agreement, employee matters agreement, transition services agreement, back-to-back agreement, brand framework agreement, cross license agreement, collaboration agreement, and supply agreement (collectively, the “Ancillary Agreements”). In addition, under the Separation and Distribution Agreement with SunPower, SunPower has agreed to indemnify us for certain litigation and claims to which we are a party. The liabilities related to these claims and an offsetting receivable from SunPower are reflected on our Consolidated Balance Sheets. See Note 6. Balance Sheet Components and Note 9. Commitments and Contingencies - Indemnifications . In February 2021, we entered into an amendment to the SunPower Supply Agreement (the “Amendment to the SunPower Supply Agreement”) that updated and amended 2021 volumes and pricing. The Amendment to the SunPower Supply Agreement also brought forward the exclusivity term for the Direct Market Segment (as defined in the SunPower Supply Agreement) from August 26, 2021 to June 30, 2021 and provided for optional sales by Maxeon and purchases by SunPower of additional product types, including Performance line panels. The purchase price for each product, subject to certain adjustments, have been fixed for 2020 and 2021 based on the power output (in watts) of the relevant product. For subsequent periods, the purchase price will be set based on a formula and fixed for the covered period, subject to the same adjustments. The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Charges from product collaboration agreement $ 32,887 $ 10,846 Net charges from transition services agreement 5,217 6,229 We had the following balances related to transactions with SunPower as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 3,959 $ 31,967 Prepaid expenses and other current assets 13,979 9,665 Other receivables, non-current 1,458 1,458 Accounts payable 2,315 901 Accrued liabilities (Note 6) 8,361 7,942 Net Parent Investment Net parent investment on the Consolidated Balance Sheets and the Consolidated and Combined Statements of Equity represents SunPower’s historical investment in the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated earnings. Prior to the Spin-off, the Company was dependent on SunPower for its working capital and financing requirements as SunPower used a centralized approach for cash management and financing of its operations. SunPower provided funding for our operating and investing activities including pooled cash managed by SunPower treasury to fund operating expenses and capital expenditures. SunPower also directly collected our receivables. These activities were reflected as a component of net parent investment, and this arrangement is not reflective of the manner in which we would operate on a stand-alone business separate from SunPower during the period presented. Accordingly, none of SunPower’s cash, cash equivalents or debt at the corporate level have been assigned to the Company in the consolidated and combined financial statements. Net parent investment represents SunPower’s interest in the recorded net assets of the Company and the net parent (distribution) contribution represents the settlement as part of the Spin-off exercise. All significant transactions between the Company and SunPower have been included in the accompanying consolidated and combined financial statements. Transactions with SunPower are reflected in the accompanying Consolidated and Combined Statements of Equity as “Net parent (distribution) contribution”. Net Parent (Distribution) Contribution The components of Net parent (distribution) contribution represented the distribution/contribution by SunPower prior to the Spin-off and it comprised of the following on the Consolidated and Combined Statements of Equity for fiscal years 2020 and 2019 were as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 General financing activities $ (22,163) $ 61,971 Acquisition of intellectual property (100,000) — Separation cost (25,000) — Excess cash (8,996) — Corporate allocations 9,238 26,096 Interest expense financed and paid by SunPower 12,167 19,485 Stock-based compensation expense 5,168 7,135 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 A reconciliation of Net parent (distribution) contribution in the Consolidated and Combined Statements of Equity to the corresponding amount presented on the Consolidated and Combined Statements of Cash Flows for the periods presented was as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 Interest expense financed and paid by SunPower (12,167) (19,485) Stock-based compensation expense (5,168) (7,135) Other 12,925 4,342 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Cash Flows $ (133,996) $ 92,409 Transactions with TotalEnergies The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 821 $ 1,273 Accounts payable (1) — 3,100 Contract liabilities, current portion (2) 31,069 9,405 Contract liabilities, net of current portion (2) 23,840 33,066 Refund liabilities (Note 6) 22,566 — (1) In connection with obtaining solar module supplies related to one solar project, we incurred charges of $3.1 million, that was paid directly to TotalEnergies in fiscal year 2021. (2) Refer to Note 9. Commitments and Contingencies—Advances from Customers. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue $ 14,733 $ 73,599 $ 33,371 Interest expense incurred on the 4.00% debentures acquired by Total (1) — 2,667 4,000 (1) Represents TotalEnergies share of the 4.00% debentures issued by SunPower in December 2015. The proceeds were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, the related interest expense was reflected in the Consolidated and Combined Statements of Operations prior to Spin-off. The related obligation on the 4.00% debentures were not transferred to us as part of the Spin-off. Supply Agreements In November 2016, SunPower and Total entered into a four-year, up to 200 megawatts (“MW”) supply agreement to support the solarization of certain Total facilities. The agreement covers the supply of 150 MW of Maxeon 2 panels with an option to purchase up to another 50 MW of Performance line solar panels. In March 2017, SunPower received a prepayment totaling $88.5 million. The prepayment is secured by certain of Maxeon’s assets located in Mexico. We recognize revenue for the solar panels supplied under this arrangement consistent with our revenue recognition policy for solar power components at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts. In the second quarter of fiscal year 2017, we started to supply Total with solar panels under the supply agreement. In August 2020, SunPower, Total and Maxeon signed an assignment and assumption agreement, consent and release whereby SunPower assigned its rights and obligations under the original agreements to us as part of the Spin-off and we agreed with Total and SunPower to make certain commercial amendments to the original agreements. On February 22, 2021, Total, Maxeon and its affiliate SunPower System Sarl entered into a Second Amended and Restated Initial Implementing Agreement (the “Amendment to the Solarization Agreement”) replacing the existing agreement, for the supply to Total, until December 31, 2025, of approximately 70 MW of PV modules (out of the 150 MW volume committed by Total in the Total Supply Agreement). The Amendment to the Solarization Agreement also (i) updates the list of PV modules available for ordering by Total, (ii) amends the pricing conditions (including the price adjustment mechanism of the existing agreement) of certain of those PV modules to reflect PV market-based pricing, (iii) provides the terms for the repayment in 12 installments by Maxeon, between the first quarter of 2023 and the fourth quarter of 2025, of the difference between the prepayment and the actual price of the 150 MW initial volume as at December 31, 2025 once the remaining 70 MW of PV modules will have been fully ordered by Total; and (iv) provides for the release of SunPower System Sarl from the Mexican pledge of its assets upon full repayment of that difference. As a result of the Amendment to the Solarization Agreement, $22.6 million which is expected to be repaid to Total is reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, we had $8.1 million and $9.3 million, respectively, of “Contract liabilities, current portion”, and $3.5 million and $33.1 million, respectively, of “Contract liabilities, net of current portion” on our Consolidated Balance Sheets related to the aforementioned supply agreement (see Note 9. Commitments and Contingencies ). On January 7, 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 3.7 MW of PV modules to Total for a ground-mounted PV installation in Dubai. This agreement provided for payment from Total in the amount of approximately $1.4 million, 10% of which was received after execution of the agreement. On March 4, 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 10 MW of PV modules to Total for commercial rooftop PV installations in Dubai. This agreement provided for payment from Total in the amount of approximately $3.2 million, 10% of which was received in April 2019. In December 2019, SunPower and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 93 MW of PV modules to Total for commercial PV modules in France. This agreement provided for payment from Total in the amount of approximately $38.4 million, 10% of which was received in December 2019. In November 2021, the Company executed an order request from Danish Fields Solar LLC, a wholly-owned subsidiary of TotalEnergies SE, for the sale of Performance line modules that is governed by a framework agreement entered into between the Company and TotalEnergies Global Procurement on October 27, 2021. Subject to granting security interests in certain assets located in Mexico, the Company is expecting to receive in excess of $50.0 million as prepayment related to the order request by 2022. The delivery of the modules is expected to be completed by the third quarter of fiscal year 2023. As of January 2, 2022, the Company has received $42.6 million of prepayment. The Company has assessed that the contract includes a significant financing component. Accordingly, the carrying amount for such prepayment is adjusted for the discount rate at the contract inception. As of January 2, 2022, we have $22.2 million and $20.4 million of such prepayment in “Contract liabilities, current portion” and “Contract liabilities, net of current portion” on our Consolidated Balance Sheets. The interest expense on significant financing component of $0.03 million for fiscal year 2021 has been recognized in “Interest expense, net” in the Consolidated and Combined Statements of Operation. In March 2022, the order request was amended to change the timing of the utilization of the prepayment. 4.00% Debentures Due 2023 In December 2015, SunPower issued the 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by Total. The Consolidated and Combined Statements of Operations includes $2.7 million in interest expense related to interest charges incurred on the 4.00% debentures due 2023 for fiscal year 2020. See Note 1. Background and Basis of Presentation for additional details related to the 4.00% debentures due 2023. Transactions with Tianjin Zhonghuan Semiconductor Co., Ltd and its affiliates During fiscal year 2020, the Company sold its entire equity interest in Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”) to Zhonghuan Energy (Inner Mongolia) Co., Ltd, an affiliate of TZS at a consideration of RMB 21,938,086.22 (equivalent to $3.2 mil) and this was determined based on valuation of Hohhot on December 31, 2019. The Company recognized a gain of $0.5 million from the disposal. In March 2016, we entered into an agreement with Dongfang Electric Corporation and TZS. to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. In September 2021, TZS made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations. As at January 2, 2022, we had an equity ownership of 16.3% in the joint venture and account for the joint venture as an equity method investment. Please refer to Note 10 Equity Investments for transactions with the joint venture. On November 16, 2021, we entered into a silicon wafer master supply agreement with Zhonghuan Hong Kong Ltd (“TZS HK”), a subsidiary of TZS for the purchase of P-Type G12 wafers which are intended to be incorporated into the Company’s Performance line modules planned for manufacture in Malaysia and Mexico and sale into the United States. The Company expects TZS HK to be its primary wafer supplier for Performance line modules and deliveries to commence in 2022. Deposit arrangements, payment terms and pricing mechanisms will be agreed to with TZS HK for the Company to reserve specified volumes in advance. The master supply agreement also sets out a general framework and customary operational and legal terms which govern the purchases of silicon wafer from TZS by the Company and its subsidiaries, including engineering changes, supply chain management, inspection, representations and warranties and legal compliance. In connection with the supply agreement, we made a deposit of $2.5 million as of January 2, 2022 to reserve specified volumes in advance for delivery up to fiscal year 2023. Prepayment of $1.8 million and $0.7 million is recorded in “Advances to suppliers, current portion” and “Advances to suppliers, non-current portion”, respectively, on the Consolidated Balance Sheets. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Jan. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS During fiscal years 2021, 2020 and 2019, we recognized revenue for sales of modules and components from contracts with customers of $783.3 million, $844.8 million and $1.2 billion, respectively. We recognize revenue for sales of modules and components at the point that control transfers to the customer, which typically occurs upon shipment or delivery to the customer, depending on the terms of the contract. Payment terms are typically between 30 and 45 days. Contract Assets and Liabilities Contract assets consist of unbilled receivables which represent revenue that has been recognized in advance of billing the customer and has been presented within “Prepaid expenses and other current assets” and “Other long-term assets”. During fiscal year 2021, the decrease in contract assets of $0.2 million was primarily due to billings of previously unbilled receivables. During fiscal year 2020, the increase in contract assets of $1.8 million was primarily due to projects revenue adjustments and shipments of products and services in advance of billings. Contract liabilities consist of deferred revenue and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract. During fiscal years 2021, the increase in contract liabilities of $49.2 million was primarily due to additional customer advances, partially offset by $22.6 million expected to be repaid to Total that was reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” in our Consolidated Balance Sheets and utilization of contract liabilities previously recorded due to the completion of performance obligations. During fiscal year 2020, decrease in contract liabilities of $60.7 million was primarily due to completion of performance obligations. During fiscal years 2021 and 2020, we recognized revenue of $15.2 million and $56.6 million that was included in contract liabilities as of January 3, 2021 and December 29, 2019, respectively. Except for a contract with Total (refer to Note 3. Net Parent Investment and Transactions with Sunpower and TotalEnergies |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable, gross (1) $ 40,895 $ 80,829 Less: allowance for credit losses (940) (3,768) Less: allowance for sales returns (225) (359) Accounts receivable, net $ 39,730 $ 76,702 (1) In December 2018, May 2019 and March 2021, certain subsidiaries entered into factoring arrangements with two separate third-party factor agencies related to our accounts receivable from customers in Europe and the United States. As a result of these factoring arrangements, title of certain accounts receivable balances was transferred to third-party vendors, and both arrangements were accounted for as a sale of financial assets given effective control over these financial assets has been surrendered. As a result, these financial assets have been excluded from our Consolidated Balance Sheets. In connection with the factoring arrangements, we sold accounts receivable invoices amounting to $336.7 million and $249.0 million in fiscal years 2021 and 2020, respectively. As of January 2, 2022 and January 3, 2021, total uncollected accounts receivable from end customers under both arrangements were $36.7 million and $34.1 million, respectively. (In thousands) Balance at Charges Deductions Balance Allowance for credit losses Year ended January 2, 2022 $ 3,768 $ (1,973) $ (855) $ 940 Year ended January 3, 2021 2,767 2,548 (1,547) 3,768 Allowance for sales returns Year ended January 2, 2022 $ 359 $ (134) $ — $ 225 Year ended January 3, 2021 501 (142) — 359 Inventories As of (In thousands) January 2, 2022 January 3, 2021 Raw materials $ 47,894 $ 25,100 Work-in-process 47,953 61,059 Finished goods 116,973 83,081 Inventories $ 212,820 $ 169,240 As of January 2, 2022 and January 3, 2021, the Company had reserves for excess or obsolete inventories of $4.9 million and $5.3 million respectively. Prepaid Expenses and Other Current Assets As of (In thousands) January 2, 2022 January 3, 2021 VAT receivables, current portion $ 9,063 $ 2,971 Derivative financial instruments (Note 12) 3,526 1,997 Tax receivables 6,843 5,025 Other receivables 24,637 17,422 Deferred issuance cost (Note 11) — 9,228 Restricted cash 1,661 2,483 Other prepaid expenses and other current assets 16,174 10,344 Prepaid expenses and other current assets $ 61,904 $ 49,470 Intangible Assets, Net (In thousands) Gross Accumulated Net As of January 2, 2022 Trademarks and purchased technology $ 2,162 $ (1,742) $ 420 As of January 3, 2021 Trademarks and purchased technology $ 1,815 $ (1,359) $ 456 Aggregate amortization expense for intangible assets totaled $0.4 million and $5.0 million and $7.3 million for fiscal years 2021, 2020, and 2019 respectively. As of January 2, 2022, the estimated future amortization expense related to definite-lived intangible assets is as follows: (In thousands) Fiscal Year 2022 $ 254 2023 89 2024 43 2025 20 2026 11 Thereafter 3 Total future amortization expense $ 420 Property, Plant and Equipment, Net As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment $ 171,217 $ 123,453 Land and buildings 145,134 137,975 Leasehold improvements 83,293 82,091 Solar power systems 1,337 1,382 Computer equipment 39,815 34,811 Furniture and fixtures 1,360 1,303 Construction-in-process 124,494 24,626 Property, plant and equipment, gross 566,650 405,641 Less: accumulated depreciation (180,020) (158,733) Property, plant and equipment, net $ 386,630 $ 246,908 Aggregate depreciation expense for property, plant and equipment totaled $41.8 million and $42.3 million and $46.0 million for fiscal years 2021, 2020, and 2019 respectively. Other Long-term Assets As of (In thousands) January 2, 2022 January 3, 2021 Equity investments without readily determinable fair value (Note 10) $ 4,000 $ 4,000 Equity method investments (Note 10) 11,230 25,707 Prepaid Forward (Note 11) 32,250 66,718 Prepayment for capital expenditure 34,631 7,271 Restricted cash 24,029 345 Other 8,937 9,413 Other long-term assets $ 115,077 $ 113,454 Accrued Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Employee compensation and employee benefits $ 18,769 $ 16,914 Short-term warranty reserves (1) 11,457 9,548 Restructuring reserve (Note 8) 1,177 — Accrued interest payable 6,056 6,185 Other payables to SunPower (Note 3) 8,361 7,942 VAT payables 6,687 9,270 Derivative financial instruments (Note 12) 536 2,971 Legal accruals 7,177 3,450 Taxes payable 2,296 13,447 Unrecognized tax benefits 3,731 — Payable to factor agencies 1,073 795 Other 11,360 6,785 Accrued liabilities $ 78,680 $ 77,307 (1) Included in the warranty reserve is the short-term system warranty reserve of $0.03 million and $3.3 million as of January 2, 2022 and January 3, 2021, respectively, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets. Other Long-term Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Long-term warranty reserves $ 23,762 $ 26,955 Unrecognized tax benefits 9,834 18,063 Long-term security deposit payable 1,990 2,148 Long-term pension liability 2,341 2,992 Refund liabilities to Total 22,566 — Other 546 1,594 Other long-term liabilities $ 61,039 $ 51,752 (1) Included in the warranty reserve is the long-term system warranty reserve of $3.8 million and $2.0 million as of January 2, 2022 and January 3, 2021, respectively, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets. Accumulated Other Comprehensive Loss As of (In thousands) January 2, 2022 January 3, 2021 Cumulative translation adjustment $ (18,741) $ (13,280) Unrecognized gain on long-term pension liability adjustment 4,208 3,365 Net unrealized gain (loss) on derivative instruments 2,689 (476) Accumulated other comprehensive loss $ (11,844) $ (10,391) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement (observable inputs are the preferred basis of valuation): • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. • Level 3—Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable. Assets and Liabilities Measured at Fair Value on a Recurring Basis We measure certain assets and liabilities at fair value on a recurring basis. There were no transfers between fair value measurement levels during the presented periods. We did not have any assets or liabilities measured at fair value on a recurring basis requiring Level 3 inputs as of January 2, 2022 or January 3, 2021. The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of January 2, 2022 and January 3, 2021: January 2, 2022 January 3, 2021 (In thousands) Total Fair Level 2 Total Fair Level 2 Assets Prepaid expenses and other current assets Derivative financial instruments (Note 12) $ 3,526 $ 3,526 $ 1,997 $ 1,997 Other long-term assets Prepaid Forward 32,250 32,250 $ 66,718 $ 66,718 Total assets $ 35,776 $ 35,776 $ 68,715 $ 68,715 Liabilities Accrued liabilities Derivative financial instruments (Note 12) 536 536 2,971 2,971 Total liabilities $ 536 $ 536 $ 2,971 $ 2,971 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We measure certain investments and non-financial assets (including property, plant and equipment) at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such asset is impaired below its recorded cost. As of January 2, 2022 and January 3, 2021, there were no material items recorded at fair value on a non-recurring basis. Held-to-Maturity Debt Securities Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines. These bonds have various maturity dates and are classified as “Restricted short-term marketable securities” on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, these bonds had a carrying value of $1.1 million and $1.4 million, respectively. We record such held-to-maturity investments at amortized cost based on our ability and intent to hold the securities until maturity. We monitor for changes in circumstances and events that would affect our ability and intent to hold such securities until the recorded amortized costs are recovered. No other-than-temporary impairment loss was incurred during the periods presented. Non-Marketable Equity Investments Our non-marketable equity investments are securities in privately-held companies without readily determinable market values. On January 1, 2018, we adopted ASU 2016-01 and elected to adjust the carrying value of our non-marketable equity securities to cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of January 2, 2022 and January 3, 2021, we had $4.0 million in investments accounted for under the measurement alternative method. Equity Method Investments Our investments accounted for under the equity method are described in Note 10. Equity Investments . We monitor these investments, which are included within “Other long-term assets” in our Consolidated Balance Sheets, for impairment and record reductions in the carrying values when necessary. Circumstances that indicate an other-than-temporary decline include Level 3 measurements such as the valuation ascribed to the issuing company in |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Jan. 02, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING SunPower’s Restructuring Plans In connection with the Spin-off, the restructuring expenses for several restructuring plans that were initiated when we were part of SunPower were accounted for by SunPower. Accordingly, there were no related restructuring expenses incurred in the books of Maxeon for fiscal year 2020 thereon. Maxeon’s Restructuring Plans May 2021 Restructuring Plan During the second quarter of fiscal year 2021, the Company adopted a restructuring plan to reduce costs and focus on improving cash flow, primarily related to the closure of a France-based manufacturing facility. The Company expects less than 40 employees to be affected in connection with this restructuring plan. This represents a mixture of manufacturing and non-manufacturing employees. There was a charge of $4.6 million related to this plan during fiscal year 2021. The restructuring activities is expected to be completed by first quarter of fiscal year 2022 and remaining costs to be incurred amounts to $0.8 million. The following table summarizes the period-to-date restructuring charges by plan recognized in our Consolidated and Combined Statements of Operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 SunPower Restructuring Plans: Severance and benefits $ — $ — $ (234) Other costs (1) — — (283) Total SunPower Restructuring Plans — — (517) May 2021 Restructuring Plan: Severance and benefits 4,313 — — Impairment of assets 252 — — Total May 2021 Restructuring Plan 4,565 — — Other Restructuring: Severance and benefits 1,077 — — Impairment and accelerated depreciation of assets 2,440 — — Other costs (1) 2 — — Total Other Restructurings 3,519 — — Total restructuring charges (credits) $ 8,084 $ — $ (517) (1) Other costs primarily represent associated legal and advisory services, and costs of relocating employees. The following table summarizes the restructuring reserve movements during fiscal year 2021: (In thousands) January 3, 2021 Charges (Credits) Recovery January 2, 2022 May 2021 Restructuring Plan: Severance and benefits $ — $ 4,313 $ (3,136) $ 1,177 Impairment and accelerated depreciation of assets — 252 (252) — Total May 2021 Restructuring Plan — 4,565 (3,388) 1,177 Other Restructuring: Severance and benefits — 1,077 (1,077) — Impairment and accelerated depreciation of assets — 2,440 (2,440) — Other costs (1) — 2 (2) — Total Other Restructurings — 3,519 (3,519) — Total restructuring charges $ — $ 8,084 $ (6,907) $ 1,177 (1) Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Maxeon as a lessee We lease certain facilities under non-cancellable operating leases from third parties. As of January 2, 2022 and January 3, 2021, future minimum lease payments for facilities under operating leases were $19.2 million and $18.6 million, respectively, to be paid over the remaining contractual terms of up to 5.6 years. The Company has the option to extend certain leases for up to 10 years. These options are included in the lease term when it is reasonably certain that the option will be exercised. We also lease certain buildings, machinery and equipment under non-cancellable finance leases. As of January 2, 2022 and January 3, 2021, future minimum lease payments for assets under finance leases were $0.9 million and $1.6 million, to be paid over the remaining contractual terms of up to 1.3 years and 2.4 years, respectively. Of the $0.9 million, $0.7 million is included in “ Short-term debt Long-term debt We have disclosed quantitative information related to the lease contracts we have entered into as a lessee by aggregating the information based on the nature of the asset such that assets with similar characteristics and lease terms are shown within one single financial statement line item. The table below presents the summarized quantitative information with regard to lease contracts we have entered into: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Operating lease expense $ 2,875 $ 4,016 Cash paid for amounts included in the measurement of lease liabilities Cash paid for operating leases 3,088 3,556 Right-of-use assets obtained in exchange for lease obligations 5,029 4,791 Weighted-average remaining lease term (in years) – operating leases 5.6 6.2 Weighted-average discount rate – operating leases 7.1 % 8.7 % The following table presents our minimum future rental payments on leases placed in service as of January 2, 2022: (In thousands) Operating Leases Finance Lease 2022 $ 3,427 $ 688 2023 3,442 197 2024 3,529 10 2025 3,194 — 2026 3,258 — Thereafter 2,324 — Total lease payments 19,174 895 Less: imputed interest (3,243) (4) Total $ 15,931 $ 891 Maxeon as a lessor We lease certain facilities under operating leases to third parties, an affiliate of SunPower and affiliates of Total. Some of these leases include an option to extend the lease either at the option of the lessees or upon mutual written agreement of both parties. The following table presents our minimum future rental receivables on the operating leases as of January 2, 2022: Payments Due by Fiscal Year (In thousands) Total 2022 2023 2024 2025 2026 Thereafter Minimum future rental receivable $ 6,200 $ 2,220 $ 1,990 $ 1,990 $ — $ — $ — Purchase Commitments We purchase raw materials for inventory and manufacturing equipment from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based on specifications defined by us, or that establish parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule or adjust our requirements based on our business needs before firm orders are placed. Consequently, purchase commitments arising from these agreements are excluded from our disclosed future obligations under non-cancellable and unconditional commitments. We also have agreements with several suppliers, including one of our non-consolidated investees, for the procurement of polysilicon, ingots, and wafers, as well as certain module-level power electronics and related equipment. The agreements specify future quantities and pricing of products to be supplied by two vendors for periods of up to 2 years and provide for certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements or fail to satisfy our obligations under the agreements. Future purchase obligations under non-cancellable purchase orders and long-term supply and service agreements as of January 2, 2022 are as follows: (In thousands) Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 Total (1) Future purchase obligations $ 326,767 $ 22,472 $ 710 $ 349,949 (1) Total future purchase obligations comprised of $105.2 million related to non-cancellable purchase orders and $244.7 million related to long-term supply and service agreements. We expect that all obligations related to non-cancellable purchase orders for manufacturing equipment will be recovered through future cash flows of the solar cell manufacturing lines and solar panel assembly lines when such long-lived assets are placed in service. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials and actual consumption of these ordered materials is regularly compared to expected demand. We anticipate total obligations related to long-term supply agreements for inventories, some of which (in the case of polysilicon) are at purchase prices significantly above current market prices for similar materials available in the market, will be recovered because the quantities required to be purchased are expected to be utilized in the manufacture and profitable sale of solar power products in the future based on our long-term operating plans. Additionally, in order to reduce inventory and improve working capital, we have periodically elected to sell polysilicon inventory in the marketplace at prices below our purchase price, thereby incurring a loss. The terms of the long-term supply agreements are reviewed annually by us and we assess the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices, forfeiture of advanced deposits and liquidated damages, as necessary. Advances to Suppliers As noted above, we have entered into agreements with various vendors, and such agreements with one of our vendors are structured as “take or pay” contracts, that specify future quantities and pricing of products to be supplied. Certain agreements also provide for penalties or forfeiture of advanced deposits in the event we terminate the arrangements. Under certain agreements, we were required to make prepayments to the vendors over the terms of the arrangements. As of January 2, 2022 and January 3, 2021, advances to suppliers totaled $51.8 million and $92.9 million, respectively, of which $51.0 million and $43.7 million are classified as “Advances to suppliers, current portion” in our Consolidated Balance Sheets. Two suppliers accounted for 100% of total advances to suppliers as of January 2, 2022 and one supplier accounted for 100% of total advances to suppliers as of January 3, 2021. Advances from Customers The estimated utilization of advances from customers included within “Contract liabilities, current portion” and “Contract liabilities, net of current portion” on our Consolidated Balance Sheets as of January 2, 2022 is as follows: (In thousands) Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 Fiscal Year 2025 Thereafter Total (1) Estimated utilization of advances from customers $ 41,751 $ 60,856 $ — $ — $ — $ 102,607 (1) We have entered into other agreements with customers who have made advance payments for solar power products and systems. These advances will be applied as shipments of product occur. In November 2016, SunPower and Total entered into a four-year, up to 200 MW supply agreement to support the solarization of Total facilities (see Note . Net Parent Investment and Transactions with Sunpower and TotalEnergies ); in March 2017, we received a prepayment totaling $88.5 million. In February 2020, we entered into an amendment agreement with TotalEnergies to extend the term of the contract to December 2025. In February 2021, an amendment was made to the Solarization Agreement. Consequently $22.6 million which is expected to be repaid to TotalEnergies is reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, the advance payment from TotalEnergies wa s $11.6 million and $42.4 million, respectively, of which $8.1 million and $9.3 million were classified as short-term in our Consolidated Balance Sheets, based on projected shipment dates. As of January 2, 2022, the Company has pledged $35.2 million equipment assets to serve as collateral for the advances from customers. Product Warranties The following table summarizes the product warranty activities for fiscal years 2021 and 2020: Fiscal Year (In thousands) 2021 2020 Balance at the beginning of the period $ 31,129 $ 37,065 Accruals for warranties issued during the period 3,216 5,418 Settlements and adjustments during the period (3,729) (11,354) Balance at the end of the period $ 30,616 $ 31,129 Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $13.5 million and $18.1 million as of January 2, 2022 and January 3, 2021, respectively. Out of these balance, $9.8 million and $18.1 million are included within “Other long-term liabilities” in our Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021, respectively as they are not expected to be paid within the next 12 months. Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for our liabilities associated with uncertain tax positions in Other long-term liabilities. Defined Benefit Pension Plans Prior to the Spin-off, SunPower maintained defined benefit pension plans for certain of our employees and they continue to be part of these pension plans after the Spin-off and the maintenance of such defined benefit pension plans has been transferred to the Company. Benefits under these plans are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. The funded status of the pension plans, which represents the difference between the benefit obligation and fair value of plan assets, is calculated on a plan-by-plan basis. We have elected to measure plan assets and benefit obligation using the month-end that is closest to our fiscal year-end. The benefit obligation and related funded status are determined using assumptions as of the end of each fiscal year. We recognize the overfunded or underfunded status of our pension plans as an asset or liability on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, the underfunded status of our pension plans presented within “Other long-term liabilities” on our Consolidated Balance Sheets was $2.3 million and $3.0 million, respectively. The impact of transition assets and obligations and actuarial gains and losses are recorded within “Accumulated other comprehensive loss” and are generally amortized as a component of net periodic cost over the average remaining service period of participating employees. We recorded a gain of $0.8 million for fiscal year 2021, a gain of $0.3 million for fiscal year 2020 and a loss of $1.9 million for fiscal year 2019 related to our benefit plans. Our entity in Philippine has a tax qualified defined benefit plan covering its regular employees. Under the plan, all employees of the entity who have not reached the age of 60 are qualified and become automatically members of the plan. The Fund is administered by a trustee bank, under a Trust Agreement, designated by the Philippine’s subsidiary acting through the Retirement Committee. The Trustee shall have administrative control over the management of the Fund, and shall be vested with all powers, authority and discretion necessary or expedient for that purpose, in addition to any express powers conferred by the Trust Agreement. The Trustee may adopt and prescribe such rules and regulations as are necessary for the efficient administration of the Fund, provided such are not inconsistent with the Rules and Regulations of the Retirement Plan. Under the existing regulatory framework in Philippine, it requires a provision for retirement pay to qualified private sector employees in the absence of any retirement plan in the entity, provided however that the employee’s retirement benefits under any collective bargaining and other agreement shall not be less than those provided under the law. The law does not requirement minimum funding of the plan. Indemnifications In the ordinary course of business, the Company enters into contractual arrangements under which the Company may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on behalf of the Company or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Historically, payments made related to these indemnifications have been immaterial. Similarly, the Company enters into contractual arrangements under which SunPower or other third parties agrees to indemnify the Company for certain litigation and claims to which we are a party. As the exposure related to these claims are directly attributable to the Company’s historical operations, the Company has recognized a receivable from SunPower in the amount of $4.3 million as of January 2, 2022, consistent with the Company’s recognition and measurement principles and assumptions. The receivable balances are recorded in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets. Legal Matters We are a party to various litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of such matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations. In addition, under the Separation and Distribution Agreement entered into with SunPower in connection with the Spin-off, SunPower indemnifies us for certain litigation claims to which certain of our subsidiaries are named the defendant or party. The liabilities related to these legal claims and an offsetting receivable from SunPower are reflected on our Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021. Please refer to Note 3. Net Parent Investment and Transactions with Sunpower and TotalEnergies. Subsequent to the year ended January 2, 2022, the Company has received a legal claim from a supplier. The Company has made a provision for the estimated amount of exposure in relation to this claim in “Accrued liabilities” on the Consolidated Balance Sheets as of January 2, 2022. The Company is not able to estimate the possible cost or liabilities in excess of the accrual. Letters of Credit and Bank Guarantees The Company provides standby letters of credit or other guarantee instruments to various parties as required for certain transactions initiated during the ordinary course of business, to guarantee the Company’s performance in accordance with contractual or legal obligations. As of January 2, 2022, the maximum potential payment obligation that the Company could be required to make under these guarantee agreements was $31.7 million. The contractual terms of the guarantees range from 10 months to 4 years. We have not recorded any liability in connection with these guarantee agreements beyond that required to appropriately account for the underlying transaction being guaranteed. We do not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee agreements. Certain guarantee agreements are collateralized by restricted cash of $24.1 million which is included in “Prepaid expenses and other current assets” and “Other long-term assets” on the Consolidated Balance Sheets as of January 2, 2022. |
EQUITY INVESTMENTS
EQUITY INVESTMENTS | 12 Months Ended |
Jan. 02, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY INVESTMENTS | EQUITY INVESTMENTSOur equity investments consist of equity method investments and equity investments without readily determinable fair value. Equity Method Investments Huansheng Photovoltaic (Jiangsu) Co., Ltd (“Huansheng”) In March 2016, SunPower entered into an agreement with Dongfang Electric Corporation and TZS. to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. The joint venture is based in Yixing City in Jiangsu Province, China. In March 2016, we made an initial $9.2 million investment for a 15% equity ownership interest in the joint venture, which was accounted for under the cost method. In February 2017, we invested an additional $9.0 million which included an investment of $7.7 million and reinvested dividends of $1.3 million, bringing our equity ownership to 20% of the joint venture. In February and April 2018, we invested an additional $6.3 million and $7.0 million (net of $0.7 million of dividends reinvested), respectively, maintaining our equity ownership at 20% of the joint venture. In September 2021, TZS made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations. We have concluded that we are not the primary beneficiary of the joint venture because, although we are obligated to absorb losses and has the right to receive benefits, we alone do not have the power to direct the activities of the joint venture that most significantly impact its economic performance. We account for our investment in the joint venture using the equity method because we are able to exercise significant influence over the joint venture due to our board position. The Company is not contractually obligated to provide additional funding to the joint venture and therefore, the maximum exposure to loss is restricted to the carrying amount of the investment as disclosed on the Consolidated Balance Sheets. For the fiscal years 2021 and 2020, the equity method investment held by the Company in Huansheng JV have met the significance criteria as defined under Rule 4-08(g) of Regulation S-X. The summarized financial information as of January 2, 2022 and January 3, 2021 and for the fiscal years ended 2021 and 2020 is as follows: As of (In thousands) January 2, 2022 January 3, 2021 Current assets $ 581,048 $ 372,320 Non-current assets 524,831 300,205 Current liabilities 323,664 232,571 Non-current liabilities 321,557 126,648 Non-controlling interest 402,526 197,270 Fiscal Year Ended (In thousands) 2021 2020 Revenue $ 1,018,731 $ 419,582 Gross profit 25,204 28,108 Loss from operations (27,427) (10,013) Net loss (126,338) (13,386) Net loss attributable to Huansheng JV (95,939) (14,599) Related-party transactions with Huansheng JV are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts payable $ 64,498 $ 40,420 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Payments made to investee for products/services $ 140,610 $ 267,247 Huaxia CPV (Inner Mongolia) Power Co., Ltd. (“CCPV”) In December 2012, SunPower entered into an agreement with Tianjin Zhonghuan Semiconductor Co. Ltd., Inner Mongolia Power Group Co. Ltd. and Hohhot Jinqiao City Development Company Co., Ltd. to form CCPV, a jointly owned entity to manufacture and deploy our low-concentration PV (“LCPV”) concentrator technology in Inner Mongolia and other regions in China. CCPV is based in Hohhot, Inner Mongolia. The establishment of the entity was subject to approval of the Chinese government, which was received in the fourth quarter of fiscal year 2013. In December 2013, we made a $16.4 million equity investment in CCPV, for a 25% equity ownership. We have concluded that we are not the primary beneficiary of CCPV because, although we are obligated to absorb losses and have the right to receive benefits, we alone do not have the power to direct the activities of CCPV that most significantly impact its economic performance. We account for our investment in CCPV using the equity method because we are able to exercise significant influence over CCPV due to our board position. Due to changes in certain facts and circumstances, in fiscal year 2017, we impaired the entire amount of this investment. Equity Investments without Readily Determinable Fair Value Deca Technologies, Inc. In September 2010, SunPower entered into an agreement to purchase preferred shares of Deca Technologies, Inc., a subsidiary of Cypress Semiconductor, that commercializes a proprietary electronic system interconnect technology. The investment was intended to monetize our intellectual property and capabilities in an adjacent field and potential co-development opportunities in the future. Pursuant to the share purchase agreement, we are entitled to certain liquidation and conversion rights of holders of such preferred shares. Concurrent with the purchase agreement, we also entered into a lease and facility service agreement and license agreement. During fiscal year 2020, in connection with an equity transaction with a third-party investor, the Company agreed to give up the liquidation and conversion rights in exchange for two transactions which increased the equity ownership to 8%, together with a cash dividend of $2.5 million representing a return of capital. In addition, we recorded a gain of $1.3 million related to an increase in the fair value of our investment, based on observable market transactions with the third-party investor. The gain is presented within “Other, net” on our Consolidated and Combined Statements of Operations. As of January 2, 2022 and January 3, 2021, our total equity investment in Deca Technologies, Inc. was $4.0 million and $4.0 million, respectively. Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”) In November 2015, SunPower entered into an agreement with Zhonghuan Energy (Inner Mongolia) Co. Ltd and another investor to form Hohhot Huanju New Energy Development Co. Ltd, a jointly owned entity to develop, construct and operate a photovoltaic station up to 300 MW. Hohhot is based in Hohhot, Inner Mongolia. In December 2017, we made a $2.7 million equity investment in Hohhot, for a 4.6% equity ownership. During fiscal year 2020, we disposed the entire equity ownership in Hohhot to Zhonghuan Energy (Inner Mongolia) Co. Ltd at a consideration of RMB 21.9 million (equivalent to $3.2 million), determined based on valuation of Hohhot’s net assets and we recorded a gain of $0.5 million. This gain was presented within “Other, net” on our Consolidated and Combined Statements of Operations. As of (In thousands) January 2, 2022 January 3, 2021 Equity method investment $ 11,230 $ 25,707 Equity investments without readily determinable fair value 4,000 4,000 Total equity investments $ 15,230 $ 29,707 Variable Interest Entities (“VIE”) A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • The power to direct the activities that most significantly impact the economic performance of the VIE; and • The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either: • A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or • A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest. As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees' economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Consolidated VIE To comply with local government laws in the Philippines, SPML Land, Inc. (“SPML Land”) was formed on July 20, 2006 to own land, buildings and equipment that is leased by SPML Land to SunPower Philippines Manufacturing Limited (“SPML”), which is a subsidiary of the Company. SPML owns 40% equity interest in SPML Land and certain SPML employees own the remaining 60% equity interest in SPML Land. Financing for the capital expenditure of SPML Land is provided by SPML. Based on the relevant accounting guidance summarized above, we have concluded that we are the primary beneficiary as we have the power to direct the activities that significantly impact its economic performance and we have exposure to significant profits or losses, and as such, we consolidate the entity. |
EQUITY INVESTMENTS | EQUITY INVESTMENTSOur equity investments consist of equity method investments and equity investments without readily determinable fair value. Equity Method Investments Huansheng Photovoltaic (Jiangsu) Co., Ltd (“Huansheng”) In March 2016, SunPower entered into an agreement with Dongfang Electric Corporation and TZS. to form Huansheng Photovoltaic (Jiangsu) Co., Ltd., a jointly owned solar cell manufacturing facility to manufacture our Performance line modules in China. The joint venture is based in Yixing City in Jiangsu Province, China. In March 2016, we made an initial $9.2 million investment for a 15% equity ownership interest in the joint venture, which was accounted for under the cost method. In February 2017, we invested an additional $9.0 million which included an investment of $7.7 million and reinvested dividends of $1.3 million, bringing our equity ownership to 20% of the joint venture. In February and April 2018, we invested an additional $6.3 million and $7.0 million (net of $0.7 million of dividends reinvested), respectively, maintaining our equity ownership at 20% of the joint venture. In September 2021, TZS made a capital injection of RMB270.0 million (equivalent to $41.6 million) to Huansheng JV to facilitate the capacity expansion of Huansheng JV. The Company did not make a proportionate injection based on its equity interest in Huansheng JV which resulted in a dilution of the Company's equity ownership from 20.0% to 16.3%. Consequently, we recorded a gain of $3.0 million related to the deemed disposal of the equity ownership, including $0.03 million relating to the recycling of other comprehensive income to profit or loss. The gain is presented within “Other, net” in our Consolidated and Combined Statements of Operations. We have concluded that we are not the primary beneficiary of the joint venture because, although we are obligated to absorb losses and has the right to receive benefits, we alone do not have the power to direct the activities of the joint venture that most significantly impact its economic performance. We account for our investment in the joint venture using the equity method because we are able to exercise significant influence over the joint venture due to our board position. The Company is not contractually obligated to provide additional funding to the joint venture and therefore, the maximum exposure to loss is restricted to the carrying amount of the investment as disclosed on the Consolidated Balance Sheets. For the fiscal years 2021 and 2020, the equity method investment held by the Company in Huansheng JV have met the significance criteria as defined under Rule 4-08(g) of Regulation S-X. The summarized financial information as of January 2, 2022 and January 3, 2021 and for the fiscal years ended 2021 and 2020 is as follows: As of (In thousands) January 2, 2022 January 3, 2021 Current assets $ 581,048 $ 372,320 Non-current assets 524,831 300,205 Current liabilities 323,664 232,571 Non-current liabilities 321,557 126,648 Non-controlling interest 402,526 197,270 Fiscal Year Ended (In thousands) 2021 2020 Revenue $ 1,018,731 $ 419,582 Gross profit 25,204 28,108 Loss from operations (27,427) (10,013) Net loss (126,338) (13,386) Net loss attributable to Huansheng JV (95,939) (14,599) Related-party transactions with Huansheng JV are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts payable $ 64,498 $ 40,420 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Payments made to investee for products/services $ 140,610 $ 267,247 Huaxia CPV (Inner Mongolia) Power Co., Ltd. (“CCPV”) In December 2012, SunPower entered into an agreement with Tianjin Zhonghuan Semiconductor Co. Ltd., Inner Mongolia Power Group Co. Ltd. and Hohhot Jinqiao City Development Company Co., Ltd. to form CCPV, a jointly owned entity to manufacture and deploy our low-concentration PV (“LCPV”) concentrator technology in Inner Mongolia and other regions in China. CCPV is based in Hohhot, Inner Mongolia. The establishment of the entity was subject to approval of the Chinese government, which was received in the fourth quarter of fiscal year 2013. In December 2013, we made a $16.4 million equity investment in CCPV, for a 25% equity ownership. We have concluded that we are not the primary beneficiary of CCPV because, although we are obligated to absorb losses and have the right to receive benefits, we alone do not have the power to direct the activities of CCPV that most significantly impact its economic performance. We account for our investment in CCPV using the equity method because we are able to exercise significant influence over CCPV due to our board position. Due to changes in certain facts and circumstances, in fiscal year 2017, we impaired the entire amount of this investment. Equity Investments without Readily Determinable Fair Value Deca Technologies, Inc. In September 2010, SunPower entered into an agreement to purchase preferred shares of Deca Technologies, Inc., a subsidiary of Cypress Semiconductor, that commercializes a proprietary electronic system interconnect technology. The investment was intended to monetize our intellectual property and capabilities in an adjacent field and potential co-development opportunities in the future. Pursuant to the share purchase agreement, we are entitled to certain liquidation and conversion rights of holders of such preferred shares. Concurrent with the purchase agreement, we also entered into a lease and facility service agreement and license agreement. During fiscal year 2020, in connection with an equity transaction with a third-party investor, the Company agreed to give up the liquidation and conversion rights in exchange for two transactions which increased the equity ownership to 8%, together with a cash dividend of $2.5 million representing a return of capital. In addition, we recorded a gain of $1.3 million related to an increase in the fair value of our investment, based on observable market transactions with the third-party investor. The gain is presented within “Other, net” on our Consolidated and Combined Statements of Operations. As of January 2, 2022 and January 3, 2021, our total equity investment in Deca Technologies, Inc. was $4.0 million and $4.0 million, respectively. Hohhot Huanju New Energy Development Co. Ltd. (“Hohhot”) In November 2015, SunPower entered into an agreement with Zhonghuan Energy (Inner Mongolia) Co. Ltd and another investor to form Hohhot Huanju New Energy Development Co. Ltd, a jointly owned entity to develop, construct and operate a photovoltaic station up to 300 MW. Hohhot is based in Hohhot, Inner Mongolia. In December 2017, we made a $2.7 million equity investment in Hohhot, for a 4.6% equity ownership. During fiscal year 2020, we disposed the entire equity ownership in Hohhot to Zhonghuan Energy (Inner Mongolia) Co. Ltd at a consideration of RMB 21.9 million (equivalent to $3.2 million), determined based on valuation of Hohhot’s net assets and we recorded a gain of $0.5 million. This gain was presented within “Other, net” on our Consolidated and Combined Statements of Operations. As of (In thousands) January 2, 2022 January 3, 2021 Equity method investment $ 11,230 $ 25,707 Equity investments without readily determinable fair value 4,000 4,000 Total equity investments $ 15,230 $ 29,707 Variable Interest Entities (“VIE”) A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • The power to direct the activities that most significantly impact the economic performance of the VIE; and • The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either: • A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or • A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest. As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees' economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Consolidated VIE To comply with local government laws in the Philippines, SPML Land, Inc. (“SPML Land”) was formed on July 20, 2006 to own land, buildings and equipment that is leased by SPML Land to SunPower Philippines Manufacturing Limited (“SPML”), which is a subsidiary of the Company. SPML owns 40% equity interest in SPML Land and certain SPML employees own the remaining 60% equity interest in SPML Land. Financing for the capital expenditure of SPML Land is provided by SPML. Based on the relevant accounting guidance summarized above, we have concluded that we are the primary beneficiary as we have the power to direct the activities that significantly impact its economic performance and we have exposure to significant profits or losses, and as such, we consolidate the entity. |
DEBT AND CREDIT SOURCES
DEBT AND CREDIT SOURCES | 12 Months Ended |
Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND CREDIT SOURCES | DEBT AND CREDIT SOURCES Convertible debt On July 17, 2020, Maxeon issued $200.0 million aggregate principal amount of its 6.5% Green Convertible Senior Notes due 2025 (“Green Convertible Notes”), if not earlier repurchased or converted. The Green Convertible Notes are senior, unsecured obligations of Maxeon and will accrue regular interest at a rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021. Upon satisfaction of the relevant conditions, the Green Convertible Notes will be convertible into Maxeon shares at an initial conversion price of $18.19 per share and an initial conversion rate of 54.9611 Maxeon shares for $1,000 principal amount of Green Convertible Notes. The conversion rate and conversion price will be subjected to adjustment in specified circumstances. We will settle conversions by paying or delivering, as applicable, cash, Maxeon shares or a combination of cash and Maxeon shares, at our election. The Green Convertible Notes will be also redeemable, in whole or in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option at any time, and from time to time, on or after July 17, 2023 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per ordinary share of Maxeon exceeds 130% of the conversion price for a specified period of time. In addition, the Green Convertible Notes will be redeemable, in whole and not in part, at a cash redemption price equal to their principal amount, plus accrued and unpaid interest, if any, at Maxeon’s option in connection with certain changes in tax law. Upon the occurrence of a fundamental change (as defined in the Indenture), noteholders may require Maxeon to repurchase their Green Convertible Notes for cash. The repurchase price will be equal to the principal amount of the Green Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The Green Convertible Notes is classified as a financial instrument that has both an equity and liability component. The liability component is recorded at fair value on initial recognition with the residual accounted for in equity. Subsequently, the liability portion is recorded at amortized cost. As at January 2, 2022 and January 3, 2021, the net carrying amount of the liability component of the Green Convertible Notes was $145.8 million and $135.1 million respectively, recorded in “Convertible debt” on the Consolidated Balance Sheets. The carrying amount of the equity component of the Green Convertible Notes was $52.2 million, recorded in “Additional paid-in capital” on the Consolidated Balance Sheets. The fair value of the Green Convertible Notes was $218.5 million and $325.1 million respectively, determined using Level 2 inputs based on market prices as reported by an independent pricing source and the face value of the debt is $200.0 million. Included in the net carrying amount of the Green Convertible Notes as at January 2, 2022 and January 3, 2021 respectively, is the unamortized discount of $45.5 million and $53.8 million, to be amortized over a term of the note until 2025, based on an effective interest rate of 15.7% and the unamortized debt issuance cost of $8.7 million and $11.1 million. For fiscal year 2021 and 2020, the total interest expense arising from the convertible note that is recorded in the Consolidated and Combined Statements of Operation is $23.7 million and $10.4 million respectively. As at January 2, 2022 , the if-converted value of the Green Convertible Notes is below the outstanding principal amount by $47.2 million while as at January 3, 2021 , the if-converted value exceeds the outstanding principal amount by $111.9 million. Physical Delivery Forward On July 17, 2020 and in connection with the issuance of the Green Convertible Notes, the Company entered into a privately negotiated forward-starting physical delivery forward transaction (the “Physical Delivery Forward”) with Merrill Lynch International (the “Physical Delivery Forward Counterparty”), with respect to approximately $60.0 million worth of ordinary shares (the “Physical Delivery Maxeon Shares”), pursuant to which the Physical Delivery Forward Counterparty agreed to deliver the Physical Delivery Maxeon Shares to Maxeon or a third-party trustee designated by Maxeon for no consideration at or around the maturity of the Green Convertible Notes subject to the conditions set forth in the agreements governing the Physical Delivery Forward. The Physical Delivery Forward became effective on the first day of the 15 consecutive trading days commencing on September 9, 2020 and ended on September 29, 2020 (the “Note Valuation Period”). The Company filed a registration statement on Form F-3 with the SEC on September 2, 2020. On September 9, 2020, Maxeon filed a final prospectus supplement related to the offering of up to $60.0 million of its ordinary shares in connection with the Physical Delivery Forward. Up to Note Valuation date on September 29, 2020, we issued and sold $58.5 million out of the approximately $60.0 million worth of shares in the Physical Delivery Forward, representing 3.8 million shares issued with the weighted average underwritten price of $15.40. During the Note Valuation Period, the Physical Delivery Forward was a liability classified financial instrument that is remeasured to fair value as it represents a net cash settled provision that is akin to an obligation to repurchase the Company's stock. At the end of the Note Valuation Period, the carrying amount of the Physical Delivery Forward was $64.1 million and a gain of $8.5 million was recorded in Other (expense) income, net in the Consolidated and Combined Statements of Operations. The fair value of the Physical Delivery Forward was affected by the Company’s share price and other factors impacting the valuation model. This was subsequently reclassified to equity after remeasurement, at the end of the Note Valuation Period, and thereafter will not be subsequently remeasured. Prepaid Forward On July 17, 2020 and in connection with the issuance of the Green Convertible Notes, Maxeon entered into a privately negotiated forward-starting forward share purchase transaction (the “Prepaid Forward”) with Merrill Lynch International (the “Prepaid Forward Counterparty”), pursuant to which Maxeon will repurchase approximately $40.0 million worth of ordinary shares, subject to the conditions set forth therein, including receipt of required shareholder approvals on an annual basis. The Prepaid Forward became effective on the first day of the Note Valuation Period. The number of ordinary shares of Maxeon to be repurchased under the Prepaid Forward is determined based on the arithmetic average of the volume-weighted average prices per ordinary share of Maxeon over the Note Valuation Period, subject to a floor price and subject under Singapore law to a limit in aggregate of no more than 20% of the total number of ordinary shares in Maxeon’s capital as of the date of the annual shareholder repurchase approval (calculated together with the number of ordinary shares to be repurchased in connection with the Physical Delivery Forward), and Maxeon will prepay the purchase price for the Prepaid Forward in cash using a portion of the net proceeds from the sale of the Green Convertible Notes. Under the terms of the Prepaid Forward, the Prepaid Forward Counterparty will be obligated to deliver the number of ordinary shares of Maxeon underlying the transaction to Maxeon which is 2.5 million shares, or pay cash to the extent Maxeon fails to provide to Prepaid Forward Counterparty evidence of a valid shareholder authorization, on or shortly after the maturity date of the Green Convertible Notes, subject to the ability of the Prepaid Forward Counterparty to elect to settle all or a portion of the transaction early. The Prepaid Forward is classified as an asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked in earnings as the contract includes provisions that could require cash settlement. As of January 2, 2022 and January 3, 2021, the carrying amount of the Prepaid Forward is $32.3 million and $66.7 million respectively, and is recognized as “Other long-term assets” in the Consolidated Balance Sheets. The remeasurement to fair value for fiscal year 2021 and 2020 was a loss of $34.5 million and a gain of $29.7 million respectively, recorded as Other (expense) income, net in the Consolidated and Combined Statements of Operations. The fair value of the Prepaid Forward is affected by the Company’s share price and other factors impacting the valuation model. Other Debt and Credit Sources In June 2018, SunPower entered into a Revolving Credit agreement which entitles us to an uncommitted, on demand import and export combined financing of $50.0 million through Standard Chartered Bank Malaysia Berhad at a 1.5% per annum over LIBOR interest rate over a maximum financing tenor of 90 days. As at January 2, 2022 and January 3, 2021, the outstanding amount and face value of this outstanding debt was $24.7 million and $47.7 million respectively. The total amount is recorded in “Short-term debt” on the Consolidated Balance Sheets and matures in fiscal year 2022 and 2021 respectively. During the fiscal years 2021 and 2020, the Company recorded interest expense of $0.5 million and $1.0 million, respectively, related to this debt, which is reported as interest expense on the Consolidated and Combined Statements of Operations. On July 14, 2020, certain of our subsidiaries entered into the following debt facilities with a syndicate of lenders (the “Bank Facilities”): • a $55.0 million term loan facility available to SunPower Philippines Manufacturing Ltd. (the “Philippines Term Loan”), which is a subsidiary of Maxeon; • a $50.0 million working capital facility available to Maxeon (the “Singapore Working Capital Facility”); and • $20.0 million term loan facility available to Maxeon (the “Singapore Term Loan” and, together with the Philippines Term Loan, the “Term Loans”). The Singapore Working Capital Facility, which had interest at a rate of LIBOR plus 3.75% per annum, was available to be drawn through the date falling one month prior to the Termination Date. The Term Loans were available to be drawn by the relevant borrowers for a period of twelve months after the Spin-off and would have been repayable, in equal quarterly installments over the 18-month period preceding the applicable maturity date. The Term Loans which had interest at a rate of LIBOR plus 3.90% per annum was subjected to incremental adjustment as below, provided we meet all conditions stipulated for the Term loans of: • 0.5% per annum from July 14, 2020 to the date falling 90 days after fulfilling the initial conditions; and • 0.75% per annum thereafter. As of January 3, 2021, the Company recorded the related debt issuance cost of $9.2 million, in “Prepaid expense and other current assets” on the Consolidated Balance Sheets and the Bank Facilities were undrawn. The availability period for the draw down of the Term Loans expired in August 2021 and the Company terminated the Singapore Working Capital Facility and Term Loans in September 2021 and November 2021 respectively, in each case without penalty and with payment of all outstanding fees. As of January 2, 2022, the global collateral package was in the process of being released, and as of the date of the consolidated financial statements, the lenders executed a deed of release for the global collateral package and the final release of the collateral is pending release by the local authorities. In connection with the termination of the Bank Facilities, a loss on extinguishment of debt of $5.1 million was recognized in fiscal year 2021. The charge to earnings from the debt issuance cost was $2.6 million and $1.7 million for fiscal year 2021 and 2020 respectively, which is reported as “Interest expense” on the Consolidated and Combined Statements of Operations. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS The following tables present information about our hedge instruments measured at fair value on a recurring basis as of January 2, 2022 and January 3, 2021 all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification January 2, 2022 January 3, 2021 Assets: Derivatives designated as hedging instruments: Foreign currency forward option contracts Prepaid expenses and other current assets $ 2,878 $ 328 Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 14 $ — $ 2,892 $ 328 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 634 $ 1,669 $ 3,526 $ 1,997 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward option contracts Accrued liabilities 536 2,814 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ — $ 157 $ 536 $ 2,971 January 2, 2022 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 3,526 $ 3,526 $ 3,526 Derivative liabilities 536 536 536 January 3, 2021 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 1,997 $ 1,997 $ 1,997 Derivative liabilities 2,971 2,971 2,971 We recorded a loss of $3.4 million, a gain of $3.0 million, and a loss of $1.7 million on these derivative instruments during fiscal year 2021, 2020 and 2019 respectively under “Other, net” in the Consolidated and Combined Statements of Operations. As of January 3, 2021, there was a cumulative loss of $0.5 million recorded in “Accumulated Other Comprehensive Loss” (“OCL”) in connection with the derivatives designated as cash flow hedges. During fiscal year 2021, we recognized an unrealized gain of $5.8 million and reclassified $2.6 million of gain from OCL to profit or loss, with a net gain on derivatives of $3.2 million in the OCL. As of January 2, 2022, the cumulative gain in OCL for the derivatives was $2.7 million. During fiscal year 2020, we recognized an unrealized loss of $2.6 million and reclassified $3.4 million of loss from OCL to profit or loss, with a net gain on derivatives of $0.8 million in the OCL. We classify cash flows related to derivative financial instruments as operating activities in our Consolidated and Combined Statements of Cash Flows Foreign Currency Exchange Risk Designated Derivatives Hedging Cash Flow Exposure Our cash flow exposure primarily relates to anticipated third-party foreign currency revenues and expenses. We derive a portion of our revenues in foreign currencies as part of our ongoing business operations. In addition, a portion of our assets are held in foreign currencies. We enter into foreign currency option contracts designated as cash flow hedges to hedge certain forecasted revenue transactions denominated in Euros and Australian dollars. We also enter into foreign currency forward contracts designated as cash flow hedges to hedge certain forecasted purchase transactions denominated in Chinese Renminbi. Our foreign currency forward and option contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions that are independent of those exposures. As of January 2, 2022 and January 3, 2021, we had designated outstanding cash flow hedge option contracts with a notional value of $121.3 million and $125.7 million respectively that are designated for either gross external or intercompany revenue up to our net economic exposure. These derivatives have a maturity of seven months or less. The effective portion of these cash flow hedges is reclassified into revenue when third-party revenue is recognized in our Consolidated and Combined Statements of Operations. As of January 2, 2022, we had designated outstanding cash flow hedge forward contracts with a notional value of $22.6 million that are designated for our purchases. These derivatives have a maturity of three months or less. The effective portion of these cash flow hedges is reclassified into cost of revenue when the cost of the purchase is recognized in our Consolidated and Combined Statements of Operations. Non-Designated Derivatives Hedging Transaction Exposure Derivatives not designated as hedging instruments consist of forward contracts used to hedge re-measurement of foreign currency denominated monetary assets and liabilities primarily for intercompany transactions, receivables from customers, and payables to third parties. Changes in exchange rates between our subsidiaries’ functional currencies and the currencies in which these assets and liabilities are denominated can create fluctuations in our reported combined financial position, results of operations and cash flows. As of January 2, 2022, to hedge balance sheet exposure, we held foreign currency forward contracts with an aggregate notional value of $53.6 million. These foreign currency forward contracts have maturity of less than a month. As of January 3, 2021, to hedge balance sheet exposure, we held foreign currency forward contracts with an aggregate notional value of $44.8 million. These contracts matured in February 2021. Credit Risk Our option and forward contracts do not contain any credit-risk-related contingent features. We are exposed to credit losses in the event of nonperformance by the counterparties to these option and forward contracts. We enter into derivative contracts with high-quality financial institutions and limit the amount of credit exposure to any single counterparty. In addition, we continuously evaluate the credit standing of our counterparties. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOMES TAXES Prior to Spin-off, the Company’s income tax expense and deferred tax balances have been calculated on a separate return basis as if the Company filed its own tax returns, although its operations have been included in SunPower’s U.S. federal, state and non-U.S. tax returns. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise for the period presented. Provision for Income Taxes The components of current and deferred income tax expense reflected in the Consolidated and Combined Statements of Operations are as follows: Fiscal Year (In thousands) 2021 2020 2019 Provision for income taxes: Current tax benefit (expense) $ 3,952 $ (12,644) $ (9,305) Deferred tax (expense) benefit (4,155) 517 (817) Provision for income taxes $ (203) $ (12,127) $ (10,122) The provision for income taxes differs from the amounts obtained by applying the statutory Singapore tax rate of 17% (2019: U.S. statutory tax rate of 21%) to income before taxes as shown below: Fiscal Year (In thousands) 2021 2020 2019 Statutory rate 17 % 17 % 21 % Tax benefit at statutory rate $ 40,641 $ 21,367 $ 33,819 Foreign tax rate differential (37,390) (19,356) 1,116 Foreign income inclusion in the U.S. — — (4,366) Change in valuation allowance (12,510) (10,431) (38,627) Unrecognized tax benefits (expense) 7,797 (3,896) (2,424) Other 1,259 189 360 Provision for income taxes $ (203) $ (12,127) $ (10,122) In the year ended January 2, 2022, the change in effective tax rates was due to unrecognized tax expense provision taken in 2020 for a tax audit which was eventually concluded in 2021. This resulted in a reversal of provision in 2021 and together with the expiry of statute of limitations in other jurisdictions, gave a unrecognized tax benefit of $7.8 million. As part of the tax benefit under “Other”, was a return to provision benefit recognized for prior year tax filing returns in Switzerland. The change in the effective tax rate was also affected by the mix of the tax rates in the various jurisdictions in which the Company’s entities generate taxable income. Tax incentives include a 5% preferential tax rate on gross income attributable to activities covered by Philippines Economic Zone Authority registrations in the Philippines. The Philippine net income attributable to all other activities will be taxed at the statutory Philippines corporate income tax rate, currently 30%. The earlier income tax holiday in the Philippines, granted for manufacturing lines, has since ended on January 1, 2020. Maxeon Malaysia enjoys a tax holiday in Malaysia where we manufacture our solar power products, subject to certain terms and conditions imposed by the Malaysia Investment Development Authority. The current tax holiday in Malaysia was granted to our former joint venture AUOSP (now a wholly owned subsidiary). The third and final five-year tranche of the tax holiday, beginning July 1, 2021 and ending June, 30 2026, is subject to the company meeting certain conditions. The tax holiday resulted in an income tax benefit of $10.5 million for the year ended January 2, 2022. The impact on a per share basis was a benefit of $0.28 per share. In 2020, Maxeon Singapore received a Development and Expansion Incentive - International Headquarters Award (“DEI-IHQ”) from the Singapore Economic Development Board (“EDB”). The incentive will take effect from January 1, 2021 and will allow qualifying activities to be taxed at a concessionary tax rate, subject to certain terms and conditions imposed by EDB. All other non-qualifying income will be taxed at the statutory Singapore corporate income tax rate of 17%. Deferred Tax Assets and Liabilities Long-term deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows: As of (In thousands) January 2, 2022 January 3, 2021 Deferred tax assets: Net operating loss carryforward $ 32,486 $ 19,659 Reserves and accruals 1,698 7,766 Fixed assets 905 40 Total deferred tax assets 35,089 27,465 Valuation allowance (29,906) (16,795) Total deferred tax assets, net of valuation allowance 5,183 10,670 Deferred tax liabilities: Intangible assets and accruals (1,150) (1,050) Total deferred tax liabilities (1,150) (1,050) Net deferred tax assets $ 4,033 $ 9,620 The Company’s deferred tax assets primarily relate to timing differences and net operating losses in Singapore, France, Malta, South Africa, Spain and Italy. The net operating losses, amounting to $379.2 million, can be carried forward indefinitely and are available for offset against future tax liabilities. Valuation Allowance In determining whether it is more likely than not that deferred tax assets are recoverable, the assessment is required to be done on a jurisdiction by jurisdiction basis; we believe that sufficient uncertainty exists with regard to the realizability of these assets such that a valuation allowance is necessary. Factors considered in providing a valuation allowance include the lack of a significant history of consistent profits, the lack of consistent profitability in the solar industry, the limited capacity of carrybacks to realize these assets, and other factors. Based on the absence of sufficient positive objective evidence, we are unable to assert that it is more likely than not that we will generate sufficient taxable income to realize net deferred tax assets. Should we achieve a certain level of profitability in the future, we may be able to reverse the valuation allowance which would result in a non-cash income statement benefit. $29.9 million of the total consolidated valuation allowance as at January 2, 2022 are for the net operating losses in Singapore, Malta, South Africa and Spain. Unrecognized Tax Benefits Current accounting guidance contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal years 2021 and 2020 is as follows: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Balance at beginning of period $ 39,506 $ 33,502 Additions for tax positions related to the current year 1,186 10,839 Reduction of tax position relating to settlement with taxing authorities (2,554) — Reductions for tax positions from prior years/statute of limitations expirations (3,174) (5,301) Foreign exchange (gain) loss (269) 466 Balance at end of period $ 34,695 $ 39,506 The unrecognized tax benefits for fiscal years 2021 and 2020 are $34.7 million and $39.5 million, respectively, that if recognized, would impact our effective tax rate. Certain components of the unrecognized tax benefits are recorded against deferred tax asset balances. We believe that events that could occur in the next 12 months and cause a change in unrecognized tax benefits include, but are not limited to, the following: • commencement, continuation or completion of examinations of our tax returns by foreign taxing authorities; and • expiration of statutes of limitation on our tax returns. The calculation of unrecognized tax benefits involves dealing with uncertainties in the application of complex global tax regulations. Uncertainties include, but are not limited to, the impact of legislative, regulatory and judicial developments, transfer pricing and the application of withholding taxes. We regularly assess our tax positions in light of legislative, bilateral tax treaty, regulatory and judicial developments in the countries in which we do business. We determined that an estimate of the range of reasonably possible change in the amounts of unrecognized tax benefits within the next 12 months cannot be made. Classification of Interests and Penalties We accrue interest and penalties on tax contingencies which are classified as “Provision for income taxes” in our Consolidated and Combined Statements of Operations. Accrued interest as of January 2, 2022 and January 3, 2021 was $0.4 million and $0.6 million, respectively. There were no accrued penalties as of January 2, 2022 and January 3, 2021. Tax Years and Examination Tax returns are filed in each jurisdiction in which we are registered to do business. In many countries in which we file tax returns, a statute of limitations period exists. After the statute of limitations period expires, the respective tax authorities may no longer assess additional income tax for the expired period. Similarly, we are no longer eligible to file claims for refund for any tax that we may have overpaid. The following table summarizes our major tax jurisdictions and the tax years that remain subject to income tax examination by these jurisdictions as of January 2, 2022: Tax Jurisdictions Tax Years Switzerland 2020 Malaysia 2013 and onward Italy 2016 and onward We do not expect the examinations to result in a material assessment outside of existing reserves. If a material assessment in excess of current reserves results, the amount that the assessment exceeds current reserves will be a current period charge to earnings. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jan. 02, 2022 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK On April 14, 2021, we announced a public offering to sell, subject to market and other conditions, $125.0 million of ordinary shares through an underwritten public offering. Maxeon also granted the underwriters an option, to purchase up to an additional $18.7 million of ordinary shares offered in the public offering on the same terms and conditions, at a public offering price of $18.00 per share (together with the public offering, the “Offering”). The option was exercised in full by the underwriters. 8,046,025 shares were issued during the Offering, with 59,914 shares issued to a third-party as payment for issuance cost incurred. In addition, pursuant to a stock purchase agreement, dated April 13, 2021, with an affiliate of Tianjin Zhonghuan Semiconductor, Maxeon agreed to sell to TZS 1,870,000 ordinary shares at $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933 (the “TZS Private Placement”). The Offering and the TZS Private Placement closed in April 2021. The net proceeds were approximately $169.7 million after giving effect to the underwriting discounts and commissions as well as other issuance costs. Common Stock Voting Rights - Common Stock All common stockholders are entitled to one vote per share on all matters submitted to be voted on by our stockholders. Dividends - Common Stock All common stockholders are entitled to receive equal per share dividends when and if declared by the Board of Directors. Certain of our debt agreements place restrictions on us and our subsidiaries’ ability to pay cash dividends. Shares Reserved for Future Issuance Under Equity Compensation Plans We had shares of common stock reserved for future issuance as follows: As of (In thousands) January 2, 2022 January 3, 2021 Equity compensation plans 3,363 2,533 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Jan. 02, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE We calculate basic net loss per share by dividing earnings allocated to common stockholders by the basic weighted-average number of common shares outstanding for the period. Shares issued in connection with the Physical Delivery Forward are excluded for the purpose of calculating net loss per share after its reclassification from liability to equity at the end of the Note Valuation Period as this constitutes a share lending arrangement. Diluted weighted-average shares is computed using basic weighted-average number of common shares outstanding plus any potentially dilutive securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities include stock options, restricted stock units, and the outstanding Green Convertible Notes. The following table presents the calculation of basic and diluted net loss per share attributable to stockholders: Fiscal Year Ended (In thousands, except per share data) January 2, 2022 January 3, 2021 December 29, 2019 Net loss: Net loss attributable to stockholders (254,520) (142,631) (183,059) Number of shares: Basic and diluted weighted-average common shares (1), (2) 37,457 24,502 21,265 Basic and diluted net loss per share (1), (2) (6.79) (5.82) (8.61) (1) Basic and diluted loss per share for fiscal year 2019 was calculated assuming the numbers of shares issued as part of the Spin-off to provide comparative figures to fiscal years 2020 and 2021 results. (2) As a result of our net loss attributable to stockholders for fiscal years 2020 and 2021, the inclusion of all potentially dilutive restricted stock units, and common shares under the Green Convertible Notes would be anti-dilutive. Therefore, these were excluded from the computation of the weighted-average shares for diluted net loss per share. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jan. 02, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Prior to the Spin-off, certain of the Company’s employees participated in stock-based compensation plans sponsored by SunPower. SunPower’s stock-based compensation plans include incentive compensation plans. Certain awards granted under the plans were based on SunPower’s common shares and, as such, are not in the Company’s Consolidated and Combined Statements of Equity. Stock-based compensation expense include expense attributable to the Company based on the awards and terms previously granted to the Company’s employees and an allocation of SunPower’s corporate and shared functional employee expenses. Subsequent to the Spin-off on August 26, 2020 and in accordance with the employee matters agreement entered with SunPower, certain adjustments were made to the unvested restricted stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Spin-off. Unvested restricted stock unit awards and performance-contingent awards have been adjusted to provide holders with restricted stock units awards and performance-contingent awards under the Company’s stock-based compensation plans. The modification resulted in an issuance of 1.2 million shares to the employees of Maxeon in replacement of 2.1 million of unvested shares under SunPower’s Plan, with no changes to other terms of the original grant. There was no incremental compensation charge in relation to the modification. Equity Incentive Programs SunPower’s Stock-based Incentive Plans During fiscal years 2020 and 2019, SunPower had two stock incentive plans applicable to our employees: (i) the Third Amended and Restated 2005 SunPower Corporation Stock Incentive Plan (“2005 Plan”) and (ii) the SunPower Corporation 2015 Omnibus Incentive Plan (“2015 Plan”). The 2005 Plan was adopted by SunPower’s Board of Directors in August 2005 and was approved by stockholders in November 2005. The 2015 Plan, which subsequently replaced the 2005 Plan, was adopted by SunPower’s Board of Directors in February 2015, and was approved by its stockholders in June 2015. On November 13, 2018, SunPower filed post-effective amendments to registration statements associated with the 2005 Plan, among others, to deregister shares no longer required to be registered for issuance under those plans, as no new awards had been made and all options had been exercised or had expired. The 2015 Plan allows for the grant of options, as well as grant of stock appreciation rights, restricted stock grants, restricted stock units and other equity rights. The 2015 Plan also allows for tax withholding obligations related to stock option exercises or restricted stock awards to be satisfied through the retention of shares otherwise released upon vesting. The 2015 Plan includes an automatic annual increase mechanism equal to the lower of three percent of the outstanding shares of all classes of SunPower’s common stock measured on the last day of the immediately preceding fiscal year, 6 million shares, or such other number of shares as determined by SunPower’s Board of Directors. In fiscal year 2015, SunPower’s Board of Directors voted to reduce the stock incentive plan’s automatic increase from 3% to 2%. Under the 2015 Plan, the restricted stock grants and restricted stock units typically vest in equal installments annually over three years or four years. The majority of shares issued are net of the minimum statutory withholding requirements that SunPower paid on behalf of our employees. During fiscal years 2020 and 2019, SunPower withheld 0.1 million and 0.2 million shares to satisfy the employees’ tax obligations, respectively. SunPower paid such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting. Maxeon’s Stock-based Incentive Plans On August 3, 2020, the Board of Maxeon adopted 2020 Omnibus Incentive Plan (“2020 Plan”) which was approved by SunPower, the sole shareholder prior to the Spin-off, on August 4, 2020. The 2020 Plan allows for the grant of awards representing the right to acquire, or based on the value of, Maxeon’s ordinary shares (“Maxeon Shares”), and includes non-statutory share options, share appreciation rights, restricted shares, restricted share units, and cash-based incentive awards. Replacement awards may also be granted under the Plan in substitution of awards of common stock of SunPower Corporation held by certain participants whose employment will be transferred to Maxeon. The 2020 Plan includes an automatic annual increase mechanism equal to three percent of the number of outstanding Maxeon Shares of all classes of Maxeon on the last day of the immediately preceding fiscal year or by a small number determined by the Board. Under the 2020 Plan, the restricted stock units typically vest in equal installments annually over four years. The majority of shares issued are net of the minimum statutory withholding requirements that Maxeon pays on behalf our employees. During fiscal year 2021 and 2020, Maxeon withheld 132,337 and 1,393 shares to satisfy the employees’ tax obligations. Maxeon pays such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting. The following table summarizes the stock-based compensation expense by line item in the Consolidated and Combined Statements of Operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Cost of revenue $ 1,250 $ 2,080 $ 1,642 Research and development 352 1,217 1,880 Sales, general and administrative 5,629 3,953 3,613 Total stock-based compensation expense $ 7,231 $ 7,250 $ 7,135 The following table summarizes the non-vested restricted stock units' activities under the 2020 Plan: Restricted Stock Units Performance Stock Units (In thousands) Shares Shares Outstanding as of January 3, 2021 1,158 112 Granted 437 68 Vested (439) (28) Forfeited (87) (39) Outstanding as of January 2, 2022 1,069 113 We estimate the fair value of our restricted stock awards and units at our stock price on the grant date. The weighted-average grant date fair value of restricted stock units and performance stock units granted under the 2020 Plan during fiscal year 2021 was $25.51. The total fair value of restricted stock units and performance stock units vested under the 2020 Plan during fiscal year 2021 was $14.5 million. As of January 2, 2022, the total unrecognized stock-based compensation related to outstanding restricted stock units and performance stock units was $14.8 million, which we expect to recognize over a weighted-average period of 2.2 years. |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Jan. 02, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL INFORMATION | SEGMENT AND GEOGRAPHICAL INFORMATION We determine operating segments based on how our chief operating decision maker (“CODM”) manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. Our CODM is our Chief Executive Officer who reviews our operating results on a consolidated basis. We operate in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by our CODM to make decisions about resource allocation and assess performance. The following table summarizes the allocation of net revenue based on geography: Fiscal Year (In thousands) 2021 2020 2019 United States (1) $ 227,499 $ 235,606 $ 433,293 France 88,454 125,366 138,423 China 25,519 12,496 119,010 Italy 83,957 41,882 41,126 Rest of world (2) 357,850 429,486 466,449 Total revenue $ 783,279 $ 844,836 $ 1,198,301 (1) During fiscal years 2021, 2020 and 2019, we had sales of $225.9 million, $231.2 million and $426.5 million, respectively, to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the Supply Agreement with SunPower. (2) Revenue included under “Rest of the world” comprise of countries that are individually less than 10% for the periods presented. Revenues are attributed primarily based on the destination of the shipments. The following table summarizes the allocation of net property, plant, and equipment based on geography: As of (In thousands) January 2, 2022 January 3, 2021 Malaysia $ 240,711 $ 139,421 Philippines 69,740 79,506 Mexico 67,208 17,792 Europe 6,714 8,896 Singapore 1,314 24 United States 933 1,266 Rest of world 10 3 Property, plant, and equipment, net, by geography $ 386,630 $ 246,908 Long-lived assets are attributed based upon the country in which the asset is located or owned. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 02, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation Prior to Spin-off | Basis of Presentation Prior to Spin-off Standalone financial statements have not been historically prepared for our business. These consolidated and combined financial statements of the Company have been derived (i) from the consolidated financial statements and accounting records of SunPower as if we had operated on our own prior to the Spin-off, for the periods prior to August 26, 2020 and (ii) subsequent to August 26, 2020, the consolidated financial statements of the Company as an independent public company. |
Principles of Combination and consolidation | Principles of Combination and consolidation The consolidated and combined financial statements includes the Company’s net assets and results of operations as described above prior to Spin-off. Subsequent to Spin-off, it incorporates the financial statements, its subsidiaries |
Fiscal Periods | Fiscal PeriodsThe Company has a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2021 is a 53-week fiscal year while fiscal year 2020 and 2019 are 52-week fiscal years. Our fiscal year 2021 ended on January 2, 2022, our fiscal year 2020 ended on January 3, 2021 and our fiscal year 2019 ended on December 29, 2019. |
Use of Estimates | Use of Estimates The preparation of the consolidated and combined financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Significant estimates in these consolidated and combined financial statements include (i) revenue recognition, specifically, management’s assessment of market-based pricing terms related to sales of solar modules to SunPower for periods prior to the Spin-off, the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; (ii) allowances for credit losses for accounts receivable; (iii) inventory write-downs; (iv) stock-based compensation; (v) long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows, economic useful lives of property, plant and equipment, intangible assets, and investments; (vi) fair value of financial instruments; (vii) valuation of contingencies such as accrued warranty; (viii) the incremental borrowing rate used in discounting of lease liabilities; and (ix) income taxes and tax valuation allowances. Actual results could materially differ from those estimates. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates and judgments or require us to revise the carrying value of our assets or liabilities as of the date of issuance of the financial statements. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Lease Accounting – Arrangements with Maxeon as a lessee | Lease Accounting – Arrangements with Maxeon as a lessee We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Consolidated Balance Sheets. Finance leased assets are included in property, plant and equipment, net and finance lease liabilities are included in short-term debt and long-term debt on the Consolidated Balance Sheets. We elected the practical expedient to combine our lease and related non-lease components for all our leases. In addition, leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. |
Lease Accounting – Arrangements with Maxeon as a lessor | Lease Accounting – Arrangements with Maxeon as a lessorWe account for a lease arrangement in which we act as the lessor as an operating lease as it does not meet the criteria for a sales-type lease or a direct financing lease. Initial direct costs incurred in negotiating and arranging an operating lease are deferred and recognized over the lease term on the same basis as the lease income. Lease income is recognized on a straight-line basis over the lease term. We exclude from our measurement of consideration in a contract all taxes assessed by governmental authorities on lease that are both (i) imposed on and concurrent with a specific lease revenue-producing transaction and (ii) collected from a lessee. |
Financial Instruments - Credit Losses | Financial instruments - Credit Losses Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”) requires remeasurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. |
Advances to Suppliers | Advances to SuppliersAdvances to suppliers relate to prepayments made under long-term agreements with suppliers for the procurement of polysilicon and silicon wafers that specify future quantities and pricing of polysilicon and silicon wafers to be supplied by the vendors and provide for certain consequences, such as forfeiture of advanced deposits, in the event that the Company terminates the arrangement. The credit loss allowance on our advanced prepayments to suppliers under long-term supply agreements are reviewed by management at each reporting period. We have no history of recording write-offs related to our advanced prepayments to suppliers, and given our purchase obligation to these suppliers significantly exceeds the remaining advanced prepayments balance as of January 2, 2022 and January 3, 2021, the likelihood of our suppliers terminating the existing contractual arrangements is considered to be remote. We also periodically evaluate the credit worthiness of these suppliers and have noted no material deterioration in their respective credit conditions that would call into question their abilities to continue to supply us with the quantities of polysilicon specified in our supply agreements. The typical time it takes for us to receive the delivery of raw materials under this agreement was approximately 40-50 days from the date the purchase order is submitted to the supplier. |
Net Parent Investment | Net Parent Investment Net parent investment in the Consolidated Balance Sheets and Statements of Equity represents SunPower’s interest in the recorded net assets of the Company, the net effect of transactions with and allocations from SunPower and the Company’s accumulated deficit. See Note 3. Net Parent Investment and Transactions with Sunpower and TotalEnergies for further information about transactions between the Company and SunPower. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Equity investments without readily determinable fair value are measured at cost less impairment and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Derivative financial instruments are carried at fair value based on quoted market prices for financial instruments with similar characteristics. The effective portion of derivative financial instruments is excluded from earnings and reported as a component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. The ineffective portion of derivatives financial instruments are included in “Other, net” in the Consolidated and Combined Statements of Operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from non-owner sources. Our comprehensive loss for the period presented is comprised of (i) our net loss; (ii) foreign currency translation adjustment of our foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet dates, and revenues and expenses are translated at average exchange rates prevailing during the applicable period; (iii) changes in fair value for derivatives designated as hedging instruments (see Note 12. Derivative Financial Instruments ); and (iv) net gain (loss) on long-term pension liability adjustment. |
Cash Equivalents | Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. |
Short-Term and Long-Term Investments | Short-Term and Long-Term Investments We may invest in money market funds and debt securities. In general, investments with original maturities of greater than ninety days and remaining maturities of one year or less are classified as short-term investments, and investments with maturities of more than one year are classified as long-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such investments represent the investment of cash that is available for current operations. Despite the long-term maturities, we have the ability and intent, if necessary, to liquidate any of these investments in order to meet our working capital needs within our normal operating cycles. Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines. |
Cash in Restricted Accounts | Cash in Restricted Accounts Cash and cash equivalents in restricted accounts comprise primarily of monies held in escrow in connection with the Company’s module sales to a customer and accounts restricted for use in connection with our leases. |
Inventories | Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. We evaluate the realizability of our inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. Our assumption of expected demand is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. Our assumption of expected demand is compared to available inventory, production capacity, future polysilicon purchase commitments, available third-party inventory, and growth plans. Our factory production plans, which drive materials requirement planning, are established based on our assumptions of expected demand. We respond to reductions in expected demand by temporarily reducing manufacturing output and adjusting expected valuation assumptions as necessary. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. We evaluate whether losses should be accrued on long-term inventory purchase commitments that may arise from firm, non-cancellable, and unhedged commitments for the future purchase of inventory items. Such losses are measured in the same way as inventory losses, and are recognized unless determined to be recoverable through firm sales contracts or when there are other circumstances that reasonably assure continuing sales without price decline. Under the long-term polysilicon supply agreements for polysilicon between the Company and a supplier, pricing for purchases of polysilicon and specified quantities are set forth in the agreements. As a result of the significant declines in the prices of polysilicon available in the market due to an increase in industry-wide polysilicon manufacturing capacity, the purchase prices set forth in the agreements currently exceed market prices. We evaluate the terms of our long-term inventory purchase agreements with suppliers, including joint ventures, for the procurement of polysilicon, ingots, wafers, and solar cells and establish accruals for estimated losses on adverse purchase commitments as necessary, such as lower of cost or net realizable value adjustments, forfeiture of advanced deposits and liquidated damages. Obligations related to non-cancellable purchase orders for inventories match current and forecasted sales orders that will consume these ordered materials, and actual consumption of these ordered materials is compared to expected demand regularly. We anticipate total obligations related to long-term supply agreements for inventories will be realized because quantities are less than our expected demand for our solar power products for the foreseeable future and because the raw materials subject to these long-term supply agreements are not subject to spoilage or other factors that would deteriorate its usability; however, if raw materials inventory balances temporarily exceed near-term demand, we may elect to sell such inventory to third parties to optimize working capital needs. In addition, because the purchase prices required by our long-term polysilicon agreements are significantly higher than current market prices for similar materials, if we are not able to profitably utilize this material in our operations or elect to sell near-term excess, we may incur additional losses. Other market conditions that could affect the realizable value of our inventories and are periodically evaluated by us include historical inventory turnover ratio, anticipated sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, the current market price of polysilicon as compared to the price in our fixed-price arrangements, and product merchantability, among other factors. If, based on assumptions about expected demand and market conditions, we determine that the cost of inventories exceeds its net realizable value or inventory is excess or obsolete, or we enter into arrangements with third parties for the sale of raw materials that do not allow us to recover our current contractually committed price for such raw materials, we record a write-down or accrual equal to the difference between the cost of inventories and the estimated net realizable value, which may be material. If actual market conditions are more favorable, we may have higher gross margins when products that have been previously written down are sold in the normal course of business (see Note 6. Balance Sheet Components ). |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets and the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Useful Lives in Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 |
Intangible Assets | Intangible AssetsIntangible assets are stated at cost less accumulated amortization. Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets |
Long-Lived Assets | Long-Lived Assets We evaluate our long-lived assets, including property, plant and equipment, and definite-lived intangible assets, for impairment whenever events or changes in circumstances arise. This evaluation includes consideration of technology obsolescence that may indicate that the carrying value of such assets may not be recoverable. The assessments require significant judgment in determining whether such events or changes have occurred. Factors considered important that could result in an impairment review include significant changes in the manner of use of a long-lived asset or in its physical condition, a significant adverse change in the business climate or economic trends that could affect the value of a long-lived asset, significant under-performance relative to expected historical or projected future operating results, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of the impairment evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We exercise judgment in assessing such groupings and levels. We then compare the estimated future undiscounted net cash flows expected to be generated by the asset group (including the eventual disposition of the asset group at residual value) to the asset group’s carrying value to determine if the asset group is recoverable. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the asset group, we record an impairment loss in the amount by which the carrying value of the asset group exceeds the fair value. Fair value is generally measured based on (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and (iii) quoted market prices, if available. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. See Note 6. Balance Sheet Components for additional information. |
Product Warranties | Product Warranties We generally provide a 25-year standard warranty for the solar panels that we manufacture for defects in materials and workmanship and for greater than promised declines in power performance. The warranty provides that we will repair or replace any defective solar panels during the warranty period. In addition, we pass through to customers long-term warranties from the original equipment manufacturers of certain system components, such as inverters. Warranties of 25 years from solar panel suppliers are standard in the solar industry, while certain system components carry warranty periods ranging from 5 to 20 years. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that we will elect to either (a) repair; (b) replace; or (c) pay the customer a liquidated damage based on the computation stipulated in the warranty agreement. We maintain reserves to cover the expected costs that could result from these warranties. Our expected costs are generally in the form of product replacement or repair. Warranty reserves are based on our best estimate of such costs and are recognized as a cost of revenue. We continuously monitor product returns for warranty failures and maintain a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between our estimated costs and our actual costs could be material to our combined financial statements. If actual product failure rates or the frequency or severity of reported claims differ from our estimates or if there are delays in our responsiveness to outages, we may be required to revise our estimated warranty liability. Historically, warranty costs have been within our expectations (see Note 9. Commitments and Contingencies ). |
Revenue Recognition, Cost of Revenue, Shipping and Handling Costs | Revenue Recognition We sell our solar panels and balance of system components primarily to dealers, project developers, system integrators and distributors, and recognize revenue at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts with the customer. In determining the transaction price for revenue recognition, the Company evaluates whether the price is subject to refund or adjustment in determining the consideration to which the Company expects to be entitled. There are no rights of return; however, the Company may be required to pay consideration to the customer in certain instances of delayed delivery. The Company then allocates the transaction price to each distinct performance obligation based on their relative standalone selling price, when applicable. Other than standard warranty obligations, there are no significant post-shipment obligations (including installation, training or customer acceptance clauses) with any of our customers that could have an impact on revenue recognition. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. In the case of the existence of a significant financing component, the amount of the consideration is adjusted to reflect what the cash selling price of the promised service would have been if payments had occurred as control of the service was transferred to the customer. The discount rate used in determining the significant financing component is the rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. Our revenue recognition policy is consistent across all geographic areas. Cost of Revenue Cost of revenue includes actual cost of materials, labor and manufacturing overheads incurred for revenue-producing units shipped and includes associated warranty costs and other costs. Shipping and Handling Costs We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer goods and, accordingly, record such costs in cost of revenue. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. |
Stock-Based Compensation | Stock-Based Compensation The Company’s employees have historically participated in SunPower’s stock-based compensation plans. Stock-based compensation expense has been allocated to the Company based on the awards and terms previously granted to the Company’s employees as well as an allocation of SunPower’s corporate and shared functional employee expenses. Subsequent to the Spin-off on August 26, 2020 and in accordance with the employee matters agreement entered with SunPower, certain adjustments were made to the unvested restricted stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Spin-off. The Company issued adjusted restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) for the unvested awards under the Company’s stock-based compensation plans. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Research and Development Expense | Research and Development Expense Research and development expense consists primarily of salaries and related personnel costs, depreciation and the cost of solar cell and solar panel materials. Research and development expense is reported net of contributions under collaborative arrangements. Subsequent to the Spin-off, the Company entered into the Collaboration Agreement with SunPower to perform research and development work in SunPower’s Silicon Valley research and development labs for the development of future technology improvements and continue to improve our expected product differentiation. All research and development costs are expensed as incurred. |
Restructuring Charges | Restructuring Charges The Company records charges associated with approved restructuring plans to reorganize our manufacturing network, to remove duplicative headcount and infrastructure associated with business acquisitions or to simplify business processes and accelerate innovation. Restructuring charges can include severance costs in connection with the termination of a specified number of employees, infrastructure charges to vacate facilities and consolidate operations, and contract cancellation costs. The Company records restructuring charges based on estimated employee terminations and site closure and consolidation plans. The Company accrues for severance and other employee separation costs under these actions when it was probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements. |
Translation of Foreign Currency | Translation of Foreign Currency The Company and certain of its subsidiaries use their respective local currency as their functional currency. Accordingly, foreign currency assets and liabilities are translated using exchange rates in effect at the end of the period. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Foreign subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities using exchange rates in effect at the end of the period. Exchange gains and losses arising from the remeasurement of monetary assets and liabilities are included in “Other, net” in the Consolidated and Combined Statements of Operations. Non-monetary assets and liabilities are carried at their historical values. We include gains or losses from foreign currency transactions in “Other, net” in the Consolidated and Combined Statements of Operations with the other hedging activities described in Note 12. Derivative Financial Instruments |
Concentration of Credit Risk | Concentration of Credit Risk We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Financial and derivative instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, investments, accounts receivable, advances to suppliers, and foreign currency forward contracts. Our investment policy requires cash and cash equivalents and investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. |
Income Taxes | Income Taxes The Company’s operations have historically been included in the tax returns filed by the respective SunPower entities of which the Company’s businesses are a part. Income tax expense and other income tax related information contained in these consolidated and combined financial statements are presented on a separate return basis as if the Company filed its own tax returns. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone enterprise for the period presented. Current income tax liabilities related to entities which file jointly with SunPower were settled with SunPower and are relieved through Net parent investment in the Consolidated Balance Sheets and the Net parent (distribution) contribution in the Consolidated and Combined Statements of Cash Flows. The Company recognizes deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company records accruals for uncertain tax positions when the Company believes that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes include the effects of adjustments for uncertain tax positions, as well as any related interest and penalties. As applicable, interest and penalties on tax contingencies are included in “Provision for income taxes” in the Consolidated and Combined Statements of Operations and such amounts were not material for the period presented. In addition, foreign exchange gains (losses) may result from estimated tax liabilities, which are expected to be settled in currencies other than the U.S. dollar. |
Investments in Equity Interests | Investments in Equity Interests Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for under the equity method. We record our share of the results of these entities as “Equity in losses of unconsolidated investees” on the Consolidated and Combined Statements of Operations. We monitor our investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the entities and record reductions in carrying values when necessary. The fair value of privately-held investments is estimated using the best available information as of the valuation date, including current earnings trends, discounted projected future cash flows, and other company specific information, including recent financing rounds (see Note 6. Balance Sheet Components and Note 7. Fair Value Measurements ). |
Variable Interest Entities ("VIE") | Variable Interest Entities (“VIE”) We regularly evaluate our relationships and involvement with unconsolidated VIEs and our other equity and cost method investments, to determine whether we have a controlling financial interest in them or have become the primary beneficiary, thereby requiring us to consolidate their financial results into our financial statements. If we determine that we hold a variable interest, we then evaluate whether we are the primary beneficiary. If we determine that we are the primary beneficiary, we will consolidate the VIE. The determination of whether we are the primary beneficiary is based upon whether we have the power to direct the activities that most directly impact the economic performance of the VIE and whether we absorb any losses or receive any benefits that would be potentially significant to the VIE. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to us and are presented as a separate component within Equity in the Consolidated Balance Sheets. Net losses (income) attributable to the non-controlling interests are recorded within “Net losses (income) attributable to noncontrolling interests” in the Consolidated and Combined Statements of Operations. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications occurred within the accrued liabilities portion of “Note 6. Balance Sheet Components ” of the “Notes to Consolidated and Combined Financial Statements”. The reclassifications are immaterial and arose due to reclassification of general ledger accounts. The total balance for accrued liabilities remains unchanged. In addition, |
Recently Adopted Accounting Pronouncements/Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted the ASU during the first quarter of fiscal year 2021. The adoption did not have a material impact on our consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 . The amendment clarifies accounting for equity investments and non-derivative forward contracts or purchased call options under ASC 321. We adopted the ASU during the first quarter of fiscal year 2021. The adoption did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal year 2022. The ASU can be applied on either a full retrospective or modified retrospective basis. The adoption of ASU 2020-06 in fiscal year 2022 is expected to impact the Green Convertible Notes (see Note 11. Debt and Credit Sources) which will no longer be separated between liability and equity components. This is expected to result in an increase to the carrying value of its convertible debt by $42.1 million with an offsetting reduction in equity. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance which required disclosures about government assistance in the notes to the financial statements. ASU 2021-10 is effective no later than the first quarter of fiscal year 2022. Early adoption is permitted and the ASU can be applied prospectively or retrospectively. We are currently evaluating the impacts of the provisions of ASU 2021-10 on our financial statements and disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Useful Lives in Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Property, Plant and Equipment, Net As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment $ 171,217 $ 123,453 Land and buildings 145,134 137,975 Leasehold improvements 83,293 82,091 Solar power systems 1,337 1,382 Computer equipment 39,815 34,811 Furniture and fixtures 1,360 1,303 Construction-in-process 124,494 24,626 Property, plant and equipment, gross 566,650 405,641 Less: accumulated depreciation (180,020) (158,733) Property, plant and equipment, net $ 386,630 $ 246,908 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows: Useful Lives in Patents 12 Trademarks 2 to 3 Purchased technology 1 to 7 Intangible Assets, Net (In thousands) Gross Accumulated Net As of January 2, 2022 Trademarks and purchased technology $ 2,162 $ (1,742) $ 420 As of January 3, 2021 Trademarks and purchased technology $ 1,815 $ (1,359) $ 456 |
NET PARENT INVESTMENT AND TRA_2
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Charges from product collaboration agreement $ 32,887 $ 10,846 Net charges from transition services agreement 5,217 6,229 We had the following balances related to transactions with SunPower as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 3,959 $ 31,967 Prepaid expenses and other current assets 13,979 9,665 Other receivables, non-current 1,458 1,458 Accounts payable 2,315 901 Accrued liabilities (Note 6) 8,361 7,942 The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 821 $ 1,273 Accounts payable (1) — 3,100 Contract liabilities, current portion (2) 31,069 9,405 Contract liabilities, net of current portion (2) 23,840 33,066 Refund liabilities (Note 6) 22,566 — (1) In connection with obtaining solar module supplies related to one solar project, we incurred charges of $3.1 million, that was paid directly to TotalEnergies in fiscal year 2021. (2) Refer to Note 9. Commitments and Contingencies—Advances from Customers. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue $ 14,733 $ 73,599 $ 33,371 Interest expense incurred on the 4.00% debentures acquired by Total (1) — 2,667 4,000 (1) Represents TotalEnergies share of the 4.00% debentures issued by SunPower in December 2015. The proceeds were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, the related interest expense was reflected in the Consolidated and Combined Statements of Operations prior to Spin-off. The related obligation on the 4.00% debentures were not transferred to us as part of the Spin-off. Related-party transactions with Huansheng JV are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts payable $ 64,498 $ 40,420 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Payments made to investee for products/services $ 140,610 $ 267,247 |
Schedule of Net Parent Contribution (Distribution), By Component | The components of Net parent (distribution) contribution represented the distribution/contribution by SunPower prior to the Spin-off and it comprised of the following on the Consolidated and Combined Statements of Equity for fiscal years 2020 and 2019 were as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 General financing activities $ (22,163) $ 61,971 Acquisition of intellectual property (100,000) — Separation cost (25,000) — Excess cash (8,996) — Corporate allocations 9,238 26,096 Interest expense financed and paid by SunPower 12,167 19,485 Stock-based compensation expense 5,168 7,135 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 |
Schedule of Net Parent Contribution (Distribution), Reconciliation To Cash Flow | A reconciliation of Net parent (distribution) contribution in the Consolidated and Combined Statements of Equity to the corresponding amount presented on the Consolidated and Combined Statements of Cash Flows for the periods presented was as follows: Fiscal Year Ended (In thousands) January 3, 2021 December 29, 2019 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity $ (129,586) $ 114,687 Interest expense financed and paid by SunPower (12,167) (19,485) Stock-based compensation expense (5,168) (7,135) Other 12,925 4,342 Total Net parent (distribution) contribution per Consolidated and Combined Statements of Cash Flows $ (133,996) $ 92,409 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable, Net As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable, gross (1) $ 40,895 $ 80,829 Less: allowance for credit losses (940) (3,768) Less: allowance for sales returns (225) (359) Accounts receivable, net $ 39,730 $ 76,702 (1) In December 2018, May 2019 and March 2021, certain subsidiaries entered into factoring arrangements with two separate third-party factor agencies related to our accounts receivable from customers in Europe and the United States. As a result of these factoring arrangements, title of certain accounts receivable balances was transferred to third-party vendors, and both arrangements were accounted for as a sale of financial assets given effective control over these financial assets has been surrendered. As a result, these financial assets have been excluded from our Consolidated Balance Sheets. In connection with the factoring arrangements, we sold accounts receivable invoices amounting to $336.7 million and $249.0 million in fiscal years 2021 and 2020, respectively. As of January 2, 2022 and January 3, 2021, total uncollected accounts receivable from end customers under both arrangements were $36.7 million and $34.1 million, respectively. (In thousands) Balance at Charges Deductions Balance Allowance for credit losses Year ended January 2, 2022 $ 3,768 $ (1,973) $ (855) $ 940 Year ended January 3, 2021 2,767 2,548 (1,547) 3,768 Allowance for sales returns Year ended January 2, 2022 $ 359 $ (134) $ — $ 225 Year ended January 3, 2021 501 (142) — 359 |
Schedule of Inventory, Current | Inventories As of (In thousands) January 2, 2022 January 3, 2021 Raw materials $ 47,894 $ 25,100 Work-in-process 47,953 61,059 Finished goods 116,973 83,081 Inventories $ 212,820 $ 169,240 As of January 2, 2022 and January 3, 2021, the Company had reserves for excess or obsolete inventories of $4.9 million and $5.3 million respectively. |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid Expenses and Other Current Assets As of (In thousands) January 2, 2022 January 3, 2021 VAT receivables, current portion $ 9,063 $ 2,971 Derivative financial instruments (Note 12) 3,526 1,997 Tax receivables 6,843 5,025 Other receivables 24,637 17,422 Deferred issuance cost (Note 11) — 9,228 Restricted cash 1,661 2,483 Other prepaid expenses and other current assets 16,174 10,344 Prepaid expenses and other current assets $ 61,904 $ 49,470 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the intangible assets as follows: Useful Lives in Patents 12 Trademarks 2 to 3 Purchased technology 1 to 7 Intangible Assets, Net (In thousands) Gross Accumulated Net As of January 2, 2022 Trademarks and purchased technology $ 2,162 $ (1,742) $ 420 As of January 3, 2021 Trademarks and purchased technology $ 1,815 $ (1,359) $ 456 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of January 2, 2022, the estimated future amortization expense related to definite-lived intangible assets is as follows: (In thousands) Fiscal Year 2022 $ 254 2023 89 2024 43 2025 20 2026 11 Thereafter 3 Total future amortization expense $ 420 |
Property, Plant and Equipment | Useful Lives in Buildings 20 to 30 Leasehold improvements 1 to 20 Manufacturing equipment 7 to 15 Computer equipment 2 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Property, Plant and Equipment, Net As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment $ 171,217 $ 123,453 Land and buildings 145,134 137,975 Leasehold improvements 83,293 82,091 Solar power systems 1,337 1,382 Computer equipment 39,815 34,811 Furniture and fixtures 1,360 1,303 Construction-in-process 124,494 24,626 Property, plant and equipment, gross 566,650 405,641 Less: accumulated depreciation (180,020) (158,733) Property, plant and equipment, net $ 386,630 $ 246,908 |
Schedule of Other Assets | Other Long-term Assets As of (In thousands) January 2, 2022 January 3, 2021 Equity investments without readily determinable fair value (Note 10) $ 4,000 $ 4,000 Equity method investments (Note 10) 11,230 25,707 Prepaid Forward (Note 11) 32,250 66,718 Prepayment for capital expenditure 34,631 7,271 Restricted cash 24,029 345 Other 8,937 9,413 Other long-term assets $ 115,077 $ 113,454 |
Schedule of Accrued Liabilities | Accrued Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Employee compensation and employee benefits $ 18,769 $ 16,914 Short-term warranty reserves (1) 11,457 9,548 Restructuring reserve (Note 8) 1,177 — Accrued interest payable 6,056 6,185 Other payables to SunPower (Note 3) 8,361 7,942 VAT payables 6,687 9,270 Derivative financial instruments (Note 12) 536 2,971 Legal accruals 7,177 3,450 Taxes payable 2,296 13,447 Unrecognized tax benefits 3,731 — Payable to factor agencies 1,073 795 Other 11,360 6,785 Accrued liabilities $ 78,680 $ 77,307 (1) Included in the warranty reserve is the short-term system warranty reserve of $0.03 million and $3.3 million as of January 2, 2022 and January 3, 2021, respectively, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets. |
Other Noncurrent Liabilities | Other Long-term Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Long-term warranty reserves $ 23,762 $ 26,955 Unrecognized tax benefits 9,834 18,063 Long-term security deposit payable 1,990 2,148 Long-term pension liability 2,341 2,992 Refund liabilities to Total 22,566 — Other 546 1,594 Other long-term liabilities $ 61,039 $ 51,752 (1) Included in the warranty reserve is the long-term system warranty reserve of $3.8 million and $2.0 million as of January 2, 2022 and January 3, 2021, respectively, relating to SunPower’s business which is indemnified by SunPower under the Separation and Distribution Agreement and accordingly, the Company has recorded the corresponding receivables under “Prepaid expense and other current assets” on the Consolidated Balance Sheets. |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss As of (In thousands) January 2, 2022 January 3, 2021 Cumulative translation adjustment $ (18,741) $ (13,280) Unrecognized gain on long-term pension liability adjustment 4,208 3,365 Net unrealized gain (loss) on derivative instruments 2,689 (476) Accumulated other comprehensive loss $ (11,844) $ (10,391) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of January 2, 2022 and January 3, 2021: January 2, 2022 January 3, 2021 (In thousands) Total Fair Level 2 Total Fair Level 2 Assets Prepaid expenses and other current assets Derivative financial instruments (Note 12) $ 3,526 $ 3,526 $ 1,997 $ 1,997 Other long-term assets Prepaid Forward 32,250 32,250 $ 66,718 $ 66,718 Total assets $ 35,776 $ 35,776 $ 68,715 $ 68,715 Liabilities Accrued liabilities Derivative financial instruments (Note 12) 536 536 2,971 2,971 Total liabilities $ 536 $ 536 $ 2,971 $ 2,971 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges by Plan | The following table summarizes the period-to-date restructuring charges by plan recognized in our Consolidated and Combined Statements of Operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 SunPower Restructuring Plans: Severance and benefits $ — $ — $ (234) Other costs (1) — — (283) Total SunPower Restructuring Plans — — (517) May 2021 Restructuring Plan: Severance and benefits 4,313 — — Impairment of assets 252 — — Total May 2021 Restructuring Plan 4,565 — — Other Restructuring: Severance and benefits 1,077 — — Impairment and accelerated depreciation of assets 2,440 — — Other costs (1) 2 — — Total Other Restructurings 3,519 — — Total restructuring charges (credits) $ 8,084 $ — $ (517) (1) Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Schedule of Restructuring Reserve | The following table summarizes the restructuring reserve movements during fiscal year 2021: (In thousands) January 3, 2021 Charges (Credits) Recovery January 2, 2022 May 2021 Restructuring Plan: Severance and benefits $ — $ 4,313 $ (3,136) $ 1,177 Impairment and accelerated depreciation of assets — 252 (252) — Total May 2021 Restructuring Plan — 4,565 (3,388) 1,177 Other Restructuring: Severance and benefits — 1,077 (1,077) — Impairment and accelerated depreciation of assets — 2,440 (2,440) — Other costs (1) — 2 (2) — Total Other Restructurings — 3,519 (3,519) — Total restructuring charges $ — $ 8,084 $ (6,907) $ 1,177 (1) Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lessee Quantitative Information | The table below presents the summarized quantitative information with regard to lease contracts we have entered into: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Operating lease expense $ 2,875 $ 4,016 Cash paid for amounts included in the measurement of lease liabilities Cash paid for operating leases 3,088 3,556 Right-of-use assets obtained in exchange for lease obligations 5,029 4,791 Weighted-average remaining lease term (in years) – operating leases 5.6 6.2 Weighted-average discount rate – operating leases 7.1 % 8.7 % |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table presents our minimum future rental payments on leases placed in service as of January 2, 2022: (In thousands) Operating Leases Finance Lease 2022 $ 3,427 $ 688 2023 3,442 197 2024 3,529 10 2025 3,194 — 2026 3,258 — Thereafter 2,324 — Total lease payments 19,174 895 Less: imputed interest (3,243) (4) Total $ 15,931 $ 891 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | The following table presents our minimum future rental payments on leases placed in service as of January 2, 2022: (In thousands) Operating Leases Finance Lease 2022 $ 3,427 $ 688 2023 3,442 197 2024 3,529 10 2025 3,194 — 2026 3,258 — Thereafter 2,324 — Total lease payments 19,174 895 Less: imputed interest (3,243) (4) Total $ 15,931 $ 891 |
Schedule of Minimum Future Rental Receivables | The following table presents our minimum future rental receivables on the operating leases as of January 2, 2022: Payments Due by Fiscal Year (In thousands) Total 2022 2023 2024 2025 2026 Thereafter Minimum future rental receivable $ 6,200 $ 2,220 $ 1,990 $ 1,990 $ — $ — $ — |
Schedule of Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply and service agreements as of January 2, 2022 are as follows: (In thousands) Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 Total (1) Future purchase obligations $ 326,767 $ 22,472 $ 710 $ 349,949 (1) Total future purchase obligations comprised of $105.2 million related to non-cancellable purchase orders and $244.7 million related to long-term supply and service agreements. |
Schedule of Advances from Customers | The estimated utilization of advances from customers included within “Contract liabilities, current portion” and “Contract liabilities, net of current portion” on our Consolidated Balance Sheets as of January 2, 2022 is as follows: (In thousands) Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 Fiscal Year 2025 Thereafter Total (1) Estimated utilization of advances from customers $ 41,751 $ 60,856 $ — $ — $ — $ 102,607 (1) We have entered into other agreements with customers who have made advance payments for solar power products and systems. These advances will be applied as shipments of product occur. In November 2016, SunPower and Total entered into a four-year, up to 200 MW supply agreement to support the solarization of Total facilities (see Note . Net Parent Investment and Transactions with Sunpower and TotalEnergies ); in March 2017, we received a prepayment totaling $88.5 million. In February 2020, we entered into an amendment agreement with TotalEnergies to extend the term of the contract to December 2025. In February 2021, an amendment was made to the Solarization Agreement. Consequently $22.6 million which is expected to be repaid to TotalEnergies is reclassified from “Contract liabilities, net of current portion” to “Other long-term liabilities” on our Consolidated Balance Sheets. As of January 2, 2022 and January 3, 2021, the advance payment from TotalEnergies wa s $11.6 million and $42.4 million, respectively, of which $8.1 million and $9.3 million were classified as short-term in our Consolidated Balance Sheets, based on projected shipment dates. |
Schedule of Product Warranty | The following table summarizes the product warranty activities for fiscal years 2021 and 2020: Fiscal Year (In thousands) 2021 2020 Balance at the beginning of the period $ 31,129 $ 37,065 Accruals for warranties issued during the period 3,216 5,418 Settlements and adjustments during the period (3,729) (11,354) Balance at the end of the period $ 30,616 $ 31,129 |
EQUITY INVESTMENTS (Tables)
EQUITY INVESTMENTS (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The summarized financial information as of January 2, 2022 and January 3, 2021 and for the fiscal years ended 2021 and 2020 is as follows: As of (In thousands) January 2, 2022 January 3, 2021 Current assets $ 581,048 $ 372,320 Non-current assets 524,831 300,205 Current liabilities 323,664 232,571 Non-current liabilities 321,557 126,648 Non-controlling interest 402,526 197,270 Fiscal Year Ended (In thousands) 2021 2020 Revenue $ 1,018,731 $ 419,582 Gross profit 25,204 28,108 Loss from operations (27,427) (10,013) Net loss (126,338) (13,386) Net loss attributable to Huansheng JV (95,939) (14,599) |
Schedule of Related Party Transactions | The below table summarizes our transactions with SunPower subsequent to the Spin-off, in relation to these agreements: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Charges from product collaboration agreement $ 32,887 $ 10,846 Net charges from transition services agreement 5,217 6,229 We had the following balances related to transactions with SunPower as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 3,959 $ 31,967 Prepaid expenses and other current assets 13,979 9,665 Other receivables, non-current 1,458 1,458 Accounts payable 2,315 901 Accrued liabilities (Note 6) 8,361 7,942 The following related party balances and amounts are associated with transactions entered into with TotalEnergies and its affiliates: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 821 $ 1,273 Accounts payable (1) — 3,100 Contract liabilities, current portion (2) 31,069 9,405 Contract liabilities, net of current portion (2) 23,840 33,066 Refund liabilities (Note 6) 22,566 — (1) In connection with obtaining solar module supplies related to one solar project, we incurred charges of $3.1 million, that was paid directly to TotalEnergies in fiscal year 2021. (2) Refer to Note 9. Commitments and Contingencies—Advances from Customers. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue $ 14,733 $ 73,599 $ 33,371 Interest expense incurred on the 4.00% debentures acquired by Total (1) — 2,667 4,000 (1) Represents TotalEnergies share of the 4.00% debentures issued by SunPower in December 2015. The proceeds were used to finance our solar cell manufacturing facility in the Philippines which relates to our historical business. As such, the related interest expense was reflected in the Consolidated and Combined Statements of Operations prior to Spin-off. The related obligation on the 4.00% debentures were not transferred to us as part of the Spin-off. Related-party transactions with Huansheng JV are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts payable $ 64,498 $ 40,420 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Payments made to investee for products/services $ 140,610 $ 267,247 |
Debt Securities, Trading, and Equity Securities, FV-NI | As of (In thousands) January 2, 2022 January 3, 2021 Equity method investment $ 11,230 $ 25,707 Equity investments without readily determinable fair value 4,000 4,000 Total equity investments $ 15,230 $ 29,707 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position | The following tables present information about our hedge instruments measured at fair value on a recurring basis as of January 2, 2022 and January 3, 2021 all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification January 2, 2022 January 3, 2021 Assets: Derivatives designated as hedging instruments: Foreign currency forward option contracts Prepaid expenses and other current assets $ 2,878 $ 328 Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 14 $ — $ 2,892 $ 328 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 634 $ 1,669 $ 3,526 $ 1,997 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward option contracts Accrued liabilities 536 2,814 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ — $ 157 $ 536 $ 2,971 |
Schedule of Offsetting Assets | January 2, 2022 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 3,526 $ 3,526 $ 3,526 Derivative liabilities 536 536 536 January 3, 2021 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 1,997 $ 1,997 $ 1,997 Derivative liabilities 2,971 2,971 2,971 |
Schedule of Offsetting Liabilities | January 2, 2022 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 3,526 $ 3,526 $ 3,526 Derivative liabilities 536 536 536 January 3, 2021 Gross Amounts Not Offset in the (In thousands) Gross Net Amounts Financial Instruments Derivative assets $ 1,997 $ 1,997 $ 1,997 Derivative liabilities 2,971 2,971 2,971 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Current and Deferred Income Tax Expense (Benefit) | The components of current and deferred income tax expense reflected in the Consolidated and Combined Statements of Operations are as follows: Fiscal Year (In thousands) 2021 2020 2019 Provision for income taxes: Current tax benefit (expense) $ 3,952 $ (12,644) $ (9,305) Deferred tax (expense) benefit (4,155) 517 (817) Provision for income taxes $ (203) $ (12,127) $ (10,122) |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amounts obtained by applying the statutory Singapore tax rate of 17% (2019: U.S. statutory tax rate of 21%) to income before taxes as shown below: Fiscal Year (In thousands) 2021 2020 2019 Statutory rate 17 % 17 % 21 % Tax benefit at statutory rate $ 40,641 $ 21,367 $ 33,819 Foreign tax rate differential (37,390) (19,356) 1,116 Foreign income inclusion in the U.S. — — (4,366) Change in valuation allowance (12,510) (10,431) (38,627) Unrecognized tax benefits (expense) 7,797 (3,896) (2,424) Other 1,259 189 360 Provision for income taxes $ (203) $ (12,127) $ (10,122) |
Schedule of Deferred Tax Assets and Liabilities | Long-term deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows: As of (In thousands) January 2, 2022 January 3, 2021 Deferred tax assets: Net operating loss carryforward $ 32,486 $ 19,659 Reserves and accruals 1,698 7,766 Fixed assets 905 40 Total deferred tax assets 35,089 27,465 Valuation allowance (29,906) (16,795) Total deferred tax assets, net of valuation allowance 5,183 10,670 Deferred tax liabilities: Intangible assets and accruals (1,150) (1,050) Total deferred tax liabilities (1,150) (1,050) Net deferred tax assets $ 4,033 $ 9,620 |
Summary of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits during fiscal years 2021 and 2020 is as follows: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Balance at beginning of period $ 39,506 $ 33,502 Additions for tax positions related to the current year 1,186 10,839 Reduction of tax position relating to settlement with taxing authorities (2,554) — Reductions for tax positions from prior years/statute of limitations expirations (3,174) (5,301) Foreign exchange (gain) loss (269) 466 Balance at end of period $ 34,695 $ 39,506 |
Summary of Income Tax Examinations and Jurisdictions | The following table summarizes our major tax jurisdictions and the tax years that remain subject to income tax examination by these jurisdictions as of January 2, 2022: Tax Jurisdictions Tax Years Switzerland 2020 Malaysia 2013 and onward Italy 2016 and onward |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Equity [Abstract] | |
Schedule Of Shares Reserved For Future Issuance Under Equity Compensation Plans | We had shares of common stock reserved for future issuance as follows: As of (In thousands) January 2, 2022 January 3, 2021 Equity compensation plans 3,363 2,533 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share attributable to stockholders: Fiscal Year Ended (In thousands, except per share data) January 2, 2022 January 3, 2021 December 29, 2019 Net loss: Net loss attributable to stockholders (254,520) (142,631) (183,059) Number of shares: Basic and diluted weighted-average common shares (1), (2) 37,457 24,502 21,265 Basic and diluted net loss per share (1), (2) (6.79) (5.82) (8.61) (1) Basic and diluted loss per share for fiscal year 2019 was calculated assuming the numbers of shares issued as part of the Spin-off to provide comparative figures to fiscal years 2020 and 2021 results. (2) As a result of our net loss attributable to stockholders for fiscal years 2020 and 2021, the inclusion of all potentially dilutive restricted stock units, and common shares under the Green Convertible Notes would be anti-dilutive. Therefore, these were excluded from the computation of the weighted-average shares for diluted net loss per share. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following table summarizes the stock-based compensation expense by line item in the Consolidated and Combined Statements of Operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Cost of revenue $ 1,250 $ 2,080 $ 1,642 Research and development 352 1,217 1,880 Sales, general and administrative 5,629 3,953 3,613 Total stock-based compensation expense $ 7,231 $ 7,250 $ 7,135 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the non-vested restricted stock units' activities under the 2020 Plan: Restricted Stock Units Performance Stock Units (In thousands) Shares Shares Outstanding as of January 3, 2021 1,158 112 Granted 437 68 Vested (439) (28) Forfeited (87) (39) Outstanding as of January 2, 2022 1,069 113 |
SEGMENT AND GEOGRAPHICAL INFO_2
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Allocation of Net Revenues Based on Geography | The following table summarizes the allocation of net revenue based on geography: Fiscal Year (In thousands) 2021 2020 2019 United States (1) $ 227,499 $ 235,606 $ 433,293 France 88,454 125,366 138,423 China 25,519 12,496 119,010 Italy 83,957 41,882 41,126 Rest of world (2) 357,850 429,486 466,449 Total revenue $ 783,279 $ 844,836 $ 1,198,301 (1) During fiscal years 2021, 2020 and 2019, we had sales of $225.9 million, $231.2 million and $426.5 million, respectively, to SunPower representing the sale of solar modules to SunPower. The pricing term prior to the Spin-off was made at transfer prices determined based on management’s assessment of market-based pricing terms. Subsequent to the Spin-off, pricing is based on the Supply Agreement with SunPower. (2) Revenue included under “Rest of the world” comprise of countries that are individually less than 10% for the periods presented. |
Schedule of Property, Plant and Equipment by Geography | The following table summarizes the allocation of net property, plant, and equipment based on geography: As of (In thousands) January 2, 2022 January 3, 2021 Malaysia $ 240,711 $ 139,421 Philippines 69,740 79,506 Mexico 67,208 17,792 Europe 6,714 8,896 Singapore 1,314 24 United States 933 1,266 Rest of world 10 3 Property, plant, and equipment, net, by geography $ 386,630 $ 246,908 |
BACKGROUND AND BASIS OF PRESE_2
BACKGROUND AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | Apr. 13, 2021$ / sharesshares | Aug. 26, 2020USD ($)shares | Jan. 02, 2022 | Nov. 11, 2019vote | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Number of independent publicly traded companies | vote | 2 | ||||
Consideration received on transaction | $ | $ 298 | ||||
Number of shares issued in transaction (in shares) | shares | 8,915,692 | ||||
Percentage of ownership before transaction | 29.50% | ||||
Debentures due 2023 | Affiliated entity | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ | $ 425 | ||||
Stated percentage | 4.00% | ||||
The TZS Private Placement | |||||
Debt Instrument [Line Items] | |||||
Number of shares issued in transaction (in shares) | shares | 1,870,000 | ||||
Shares issued, price per share (in USD per share) | $ / shares | $ 18 | ||||
TotalEnergies | Maxeon | |||||
Debt Instrument [Line Items] | |||||
Percentage of ownership after transaction | 36.40% | ||||
Ownership percentage | 24.90% | ||||
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS) | Maxeon | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage | 24.40% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments - Credit Losses (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 |
Accounting Policies [Abstract] | |||
Accounts receivable, net | $ 39,700 | ||
Allowance for credit loss | $ 940 | $ 3,768 | $ 2,767 |
Trade account receivable, percentage outstanding | 99.90% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advances to Suppliers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | ||
Advances to suppliers [Line Items] | |||
Advances to suppliers | $ 51,800 | $ 92,900 | |
Advances to supplier utilized | [1] | 51,045 | 43,680 |
Advances to supplier, non-current portion | [1] | 716 | 49,228 |
Polysilicon | |||
Advances to suppliers [Line Items] | |||
Advances to supplier utilized | 49,200 | $ 43,700 | |
Silicon Wafer | |||
Advances to suppliers [Line Items] | |||
Advances to suppliers | 2,500 | ||
Advances to supplier utilized | 1,800 | ||
Advances to supplier, non-current portion | $ 700 | ||
Minimum | |||
Advances to suppliers [Line Items] | |||
Advances to suppliers, term | 40 days | ||
Maximum | |||
Advances to suppliers [Line Items] | |||
Advances to suppliers, term | 50 days | ||
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 30 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 20 years |
Manufacturing equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 7 years |
Manufacturing equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 15 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 7 years |
Solar power systems | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives in Years | 12 years |
Trademarks | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives in Years | 2 years |
Trademarks | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives in Years | 3 years |
Purchased technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives in Years | 1 year |
Purchased technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives in Years | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranties (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Minimum | |
Product Warranty Liability [Line Items] | |
Standard warranty term | 5 years |
Maximum | |
Product Warranty Liability [Line Items] | |
Standard warranty term | 20 years |
Solar power systems | |
Product Warranty Liability [Line Items] | |
Standard warranty term | 25 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 3.5 | $ 2.4 | $ 3.1 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concertation of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Customer Concentration Risk | Accounts Receivable | Customer One | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 15.10% | ||
Customer Concentration Risk | Accounts Receivable | Customer Two | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 11.60% | ||
Customer Concentration Risk | Accounts Receivable | Customer Three | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 10.60% | ||
Affiliated entity | |||
Concentration [Line Items] | |||
Revenue | $ 225.9 | $ 231.2 | $ 426.5 |
Affiliated entity | Customer Concentration Risk | Total Revenue | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 28.80% | 27.40% | 35.60% |
Affiliated entity | Customer Concentration Risk | Accounts Receivable | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 9.70% | 39.50% |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements Not Yet Adopted (Details) - Green Convertible Notes - Convertible debt - USD ($) $ in Millions | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible debt | $ 145.8 | $ 135.1 | |
Cumulative effect, period of adoption, adjustment | Forecast | Accounting Standards Update 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible debt | $ 42.1 |
NET PARENT INVESTMENT AND TRA_3
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 13, 2021 | Aug. 26, 2020 | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||
Consideration received on transaction | $ 298 | |||||
Number of shares issued in transaction (in shares) | 8,915,692 | |||||
Affiliated entity | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | $ 225.9 | $ 231.2 | $ 426.5 | |||
Accounts receivable | $ 4 | 32 | ||||
Corporate allocations | 9.2 | 26.1 | ||||
Affiliated entity | Debentures due 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Stated percentage | 4.00% | |||||
Interest expense, related party | $ 11.3 | $ 17 | ||||
The TZS Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 1,870,000 | |||||
Shares issued, price per share (in USD per share) | $ 18 | |||||
TZS SG | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received on transaction | $ 298 | |||||
Number of shares issued in transaction (in shares) | 8,915,692 | |||||
TotalEnergies | Maxeon | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 24.90% | |||||
Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS) | Maxeon | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 24.40% |
NET PARENT INVESTMENT AND TRA_4
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Schedule of Agreements with SunPower (Details) - Affiliated entity - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 4,000 | $ 32,000 |
SunPower | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 3,959 | 31,967 |
Prepaid expenses and other current assets | 13,979 | 9,665 |
Other receivables, non-current | 1,458 | 1,458 |
Accounts payable | 2,315 | 901 |
Accrued liabilities (Note 6) | 8,361 | 7,942 |
Charges from product collaboration agreement | SunPower | ||
Related Party Transaction [Line Items] | ||
Expenses | 32,887 | 10,846 |
Net charges from transition services agreement | SunPower | ||
Related Party Transaction [Line Items] | ||
Expenses | $ 5,217 | $ 6,229 |
NET PARENT INVESTMENT AND TRA_5
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Components of Net Parent Contribution (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Related Party Transaction [Line Items] | |||
Separation cost | $ (8,084) | $ 0 | $ 517 |
Stock-based compensation | 7,231 | 7,250 | 7,135 |
Net parent contribution | (129,586) | 114,687 | |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity | (129,586) | 114,687 | |
Stock-based compensation expense | (7,231) | (7,250) | (7,135) |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Cash Flows | $ 0 | (133,996) | 92,409 |
Net Parent Investment | |||
Related Party Transaction [Line Items] | |||
Net parent contribution | (129,586) | 114,687 | |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity | (129,586) | 114,687 | |
Affiliated entity | |||
Related Party Transaction [Line Items] | |||
Corporate allocations | 9,200 | 26,100 | |
Affiliated entity | SunPower | |||
Related Party Transaction [Line Items] | |||
Interest expense, related party | 12,167 | 19,485 | |
Stock-based compensation | 5,168 | 7,135 | |
Net parent contribution | (129,586) | 114,687 | |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity | (129,586) | 114,687 | |
Interest expense financed by SunPower | (12,167) | (19,485) | |
Stock-based compensation expense | (5,168) | (7,135) | |
Other | 12,925 | 4,342 | |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Cash Flows | (133,996) | 92,409 | |
Affiliated entity | SunPower | Net Parent Investment | |||
Related Party Transaction [Line Items] | |||
General financing activities | (22,163) | 61,971 | |
Acquisition of intellectual property | (100,000) | 0 | |
Separation cost | (25,000) | 0 | |
Excess cash | (8,996) | 0 | |
Corporate allocations | 9,238 | 26,096 | |
Interest expense, related party | 12,167 | 19,485 | |
Stock-based compensation | 5,168 | 7,135 | |
Net parent contribution | (129,586) | 114,687 | |
Total Net parent (distribution) contribution per Consolidated and Combined Statements of Equity | (129,586) | 114,687 | |
Interest expense financed by SunPower | (12,167) | (19,485) | |
Stock-based compensation expense | $ (5,168) | $ (7,135) |
NET PARENT INVESTMENT AND TRA_6
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Transactions with Total (Details) - Affiliated entity - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Revenue | $ 225,900 | $ 231,200 | $ 426,500 | |
TotalEnergies | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable | 821 | 1,273 | ||
Accounts payable | 0 | 3,100 | ||
Contract liabilities, current portion | 31,069 | 9,405 | ||
Contract liabilities, net of current portion | 23,840 | 33,066 | ||
Refund liabilities (Note 6) | 22,566 | 0 | ||
Revenue | 14,733 | 73,599 | 33,371 | |
Debentures due 2023 | ||||
Related Party Transaction [Line Items] | ||||
Stated percentage | 4.00% | |||
Interest expense incurred on the 4.00% debentures acquired by Total | 11,300 | 17,000 | ||
Debentures due 2023 | TotalEnergies | ||||
Related Party Transaction [Line Items] | ||||
Interest expense incurred on the 4.00% debentures acquired by Total | $ 0 | $ 2,667 | $ 4,000 |
NET PARENT INVESTMENT AND TRA_7
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - Supply Agreements (Details) $ in Thousands | Feb. 22, 2021installmentMW | Mar. 04, 2019USD ($)MW | Jan. 07, 2019USD ($)MW | Dec. 29, 2019USD ($)MW | Nov. 30, 2016MW | Dec. 29, 2023USD ($) | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Mar. 31, 2017USD ($) |
Affiliated entity | TotalEnergies | |||||||||
Supply Commitment [Line Items] | |||||||||
Refund liability | $ 22,566 | $ 0 | |||||||
Contract liabilities, current portion | 31,069 | 9,405 | |||||||
Contract liabilities, net of current portion | 23,840 | 33,066 | |||||||
Affiliated entity | Danish Fields Solar LLC | |||||||||
Supply Commitment [Line Items] | |||||||||
Contract liabilities, current portion | 22,200 | ||||||||
Contract liabilities, net of current portion | 20,400 | ||||||||
Customer advances received | 42,600 | ||||||||
Interest expense | 30 | ||||||||
Affiliated entity | Danish Fields Solar LLC | Forecast | |||||||||
Supply Commitment [Line Items] | |||||||||
Customer advances received | $ 50,000 | ||||||||
Affiliated entity | The Amendment to the Solarization Agreement | Sunpower and Total | |||||||||
Supply Commitment [Line Items] | |||||||||
Maximum power covered (MW) | MW | 70 | ||||||||
Number of installments | installment | 12 | ||||||||
Affiliated entity | The Amendment to the Solarization Agreement | TotalEnergies | |||||||||
Supply Commitment [Line Items] | |||||||||
Refund liability | 22,566 | 0 | |||||||
Contract liabilities, current portion | 8,100 | 9,300 | |||||||
Contract liabilities, net of current portion | 3,500 | 33,100 | |||||||
Sunpower and Total | |||||||||
Supply Commitment [Line Items] | |||||||||
Period for commitment | 4 years | ||||||||
Power commitment (MW) | MW | 10 | 3.7 | 93 | 200 | |||||
Sunpower and Total | Total Supply Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Period for commitment | 4 years | ||||||||
Power commitment (MW) | MW | 200 | ||||||||
Maximum power covered (MW) | MW | 150 | ||||||||
Option to purchase performance line solar panels (MW) | MW | 50 | ||||||||
TotalEnergies | |||||||||
Supply Commitment [Line Items] | |||||||||
Contract liabilities | $ 88,500 | ||||||||
Contract liabilities, current portion | $ 8,100 | $ 9,300 | |||||||
Remaining amount committed | $ 3,200 | $ 1,400 | $ 38,400 | ||||||
Percent of commitment paid | 10.00% | 10.00% | 10.00% | ||||||
TotalEnergies | Total Supply Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Contract liabilities | $ 88,500 |
NET PARENT INVESTMENT AND TRA_8
NET PARENT INVESTMENT AND TRANSACTIONS WITH SUNPOWER AND TOTALENERGIES - 4.00% Debentures Due 2023 (Details) - Debentures due 2023 - Affiliated entity - USD ($) | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Stated percentage | 4.00% | |||
Principal amount | $ 425,000,000 | |||
Interest expense incurred on the 4.00% debentures acquired by Total | $ 11,300,000 | $ 17,000,000 | ||
TotalEnergies | ||||
Related Party Transaction [Line Items] | ||||
Principal amount | $ 100,000,000 | |||
Interest expense incurred on the 4.00% debentures acquired by Total | $ 0 | $ 2,667,000 | $ 4,000,000 |
TRANSACTIONS WITH TIANJIN ZHO_2
TRANSACTIONS WITH TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD. - Transactions with Tianjin Zhonghuan Semiconductor Co., Ltd and its affiliates (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021USD ($) | Sep. 30, 2021CNY (¥) | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Jan. 03, 2021CNY (¥) | Dec. 31, 2020USD ($) | Dec. 29, 2019USD ($) | Oct. 01, 2021 | Apr. 30, 2018 | Feb. 28, 2017 | ||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from sale of unconsolidated investee | $ 0 | $ 3,220 | $ 0 | ||||||||
Payments to acquire additional interest in subsidiaries | 0 | 30,000 | 0 | ||||||||
Gain on disposal | 2,975 | 0 | $ 0 | ||||||||
Advances to suppliers | 51,800 | 92,900 | |||||||||
Advances to supplier utilized | [1] | 51,045 | 43,680 | ||||||||
Advances to supplier, non-current portion | [1] | 716 | 49,228 | ||||||||
Silicon Wafer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances to suppliers | 2,500 | ||||||||||
Advances to supplier utilized | 1,800 | ||||||||||
Advances to supplier, non-current portion | $ 700 | ||||||||||
Hohhot | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from sale of unconsolidated investee | 3,200 | ¥ 21,938,086.22 | |||||||||
Gain on sale of investments | $ 500 | ||||||||||
Gain on disposal | $ 500 | ||||||||||
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 16.30% | 16.30% | 20.00% | 20.00% | |||||
Gain on disposal | $ 3,000 | ||||||||||
Gain on disposition of stock in equity method investee, reclassified from other comprehensive income to profit and loss | $ 30 | ||||||||||
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS) | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments to acquire additional interest in subsidiaries | $ 41,600 | ¥ 270,000,000 | |||||||||
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 783,279 | $ 844,836 | $ 1,198,301 |
(Decrease) increase in contract with customer, asset | (176) | 1,806 | $ (264) | |
Increase (decrease) in contract with customer liability | 49,200 | (60,700) | ||
Revenue recognized | 15,200 | 56,600 | ||
TotalEnergies | Affiliated entity | ||||
Disaggregation of Revenue [Line Items] | ||||
Refund liability | $ 22,566 | $ 0 | ||
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Payment term | 30 days | |||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Payment term | 45 days | |||
[1] | We have related-party transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the “Revenue,” “Cost of revenue,” “Operating expenses: Research and development and Sales, general and administrative,” and “Other expense, net: Interest expense” financial statement line items in our Consolidated and Combined Statements of Operations (see Note 3, Note 4 and Note 10). |
BALANCE SHEET COMPONENTS - Acco
BALANCE SHEET COMPONENTS - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accounts receivable, gross | $ 40,895 | $ 80,829 | ||
Less: allowance for credit losses | (940) | (3,768) | $ (2,767) | |
Less: allowance for sales returns | (225) | (359) | $ (501) | |
Accounts receivable, net | [1] | 39,730 | 76,702 | |
Accounts receivable, sale | 336,700 | 249,000 | ||
Accounts receivable, allowance for credit loss, current, receivables sold | $ 36,700 | $ 34,100 | ||
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
BALANCE SHEET COMPONENTS - Allo
BALANCE SHEET COMPONENTS - Allowance For Credit Loss and Sales Returns (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Allowance for credit losses | ||
Balance at Beginning of Period | $ 3,768 | $ 2,767 |
Charges (Releases) to Expense | (1,973) | 2,548 |
Deductions | (855) | (1,547) |
Balance at End of Period | 940 | 3,768 |
Allowance for sales returns | ||
Balance at Beginning of Period | 359 | 501 |
Charges (Releases) to Expense | (134) | (142) |
Deductions | 0 | 0 |
Balance at End of Period | $ 225 | $ 359 |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 47,894 | $ 25,100 |
Work-in-process | 47,953 | 61,059 |
Finished goods | 116,973 | 83,081 |
Inventories | 212,820 | 169,240 |
Inventory valuation reserves | $ (4,900) | $ (5,300) |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
VAT receivables, current portion | $ 9,063 | $ 2,971 | |
Derivative financial instruments (Note 12) | 3,526 | 1,997 | |
Tax receivables | 6,843 | 5,025 | |
Other receivables | 24,637 | 17,422 | |
Deferred issuance cost (Note 11) | 0 | 9,228 | |
Restricted cash | 1,661 | 2,483 | |
Other prepaid expenses and other current assets | 16,174 | 10,344 | |
Prepaid expenses and other current assets | [1] | $ 61,904 | $ 49,470 |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
BALANCE SHEET COMPONENTS - Inta
BALANCE SHEET COMPONENTS - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total future amortization expense | $ 420 | |
Trademarks and purchased technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,162 | $ 1,815 |
Accumulated Amortization | (1,742) | (1,359) |
Total future amortization expense | $ 420 | $ 456 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Amortization | $ 0.4 | $ 5 | $ 7.3 |
Depreciation | $ 41.8 | $ 42.3 | $ 46 |
BALANCE SHEET COMPONENTS - Esti
BALANCE SHEET COMPONENTS - Estimated Future Amortization Expense (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2022 | $ 254 |
2023 | 89 |
2024 | 43 |
2025 | 20 |
2026 | 11 |
Thereafter | 3 |
Total future amortization expense | $ 420 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 566,650 | $ 405,641 |
Less: accumulated depreciation | (180,020) | (158,733) |
Property, plant and equipment, net | 386,630 | 246,908 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 171,217 | 123,453 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 145,134 | 137,975 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 83,293 | 82,091 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,337 | 1,382 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 39,815 | 34,811 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,360 | 1,303 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 124,494 | $ 24,626 |
BALANCE SHEET COMPONENTS - Othe
BALANCE SHEET COMPONENTS - Other Long-term Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Equity investments without readily determinable fair value (Note 10) | $ 4,000 | $ 4,000 | |
Equity method investments (Note 10) | 11,230 | 25,707 | |
Prepaid Forward (Note 11) | 32,250 | 66,718 | |
Prepayment for capital expenditure | 34,631 | 7,271 | |
Restricted cash | 24,029 | 345 | |
Other | 8,937 | 9,413 | |
Other long-term assets | [1] | $ 115,077 | $ 113,454 |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Related Party Transaction [Line Items] | |||
Employee compensation and employee benefits | $ 18,769 | $ 16,914 | |
Short-term warranty reserves | 11,457 | 9,548 | |
Restructuring reserve (Note 8) | 1,177 | 0 | |
Accrued interest payable | 6,056 | 6,185 | |
Other payables to SunPower (Note 3) | 8,361 | 7,942 | |
VAT payables | 6,687 | 9,270 | |
Derivative financial instruments (Note 12) | 536 | 2,971 | |
Legal accruals | 7,177 | 3,450 | |
Taxes payable | 2,296 | 13,447 | |
Unrecognized tax benefits | 3,731 | 0 | |
Payable to factor agencies | 1,073 | 795 | |
Other | 11,360 | 6,785 | |
Accrued liabilities | [1] | 78,680 | 77,307 |
Affiliated entity | |||
Related Party Transaction [Line Items] | |||
Short-term warranty reserves | $ 30 | $ 3,300 | |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
BALANCE SHEET COMPONENTS - Ot_2
BALANCE SHEET COMPONENTS - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Related Party Transaction [Line Items] | |||
Long-term warranty reserves | $ 23,762 | $ 26,955 | |
Unrecognized tax benefits | 9,834 | 18,063 | |
Long-term security deposit payable | 1,990 | 2,148 | |
Long-term pension liability | 2,341 | 2,992 | |
Other | 546 | 1,594 | |
Other long-term liabilities(1) | [1] | 61,039 | 51,752 |
Affiliated entity | |||
Related Party Transaction [Line Items] | |||
Long-term warranty reserves | 3,800 | 2,000 | |
Affiliated entity | TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Refund liabilities to Total | 22,566 | 0 | |
Affiliated entity | TotalEnergies | The Amendment to the Solarization Agreement | |||
Related Party Transaction [Line Items] | |||
Refund liabilities to Total | $ 22,566 | $ 0 | |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
BALANCE SHEET COMPONENTS - Accu
BALANCE SHEET COMPONENTS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cumulative translation adjustment | $ (18,741) | $ (13,280) |
Unrecognized gain on long-term pension liability adjustment | 4,208 | 3,365 |
Net unrealized gain (loss) on derivative instruments | 2,689 | (476) |
Accumulated other comprehensive loss | $ (11,844) | $ (10,391) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted short-term marketable securities | $ 1,079,000 | $ 1,359,000 |
Other-than-temporary impairment loss | 0 | 0 |
Equity investments without readily determinable fair value | 4,000,000 | 4,000,000 |
Recurring basis | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 35,776,000 | 68,715,000 |
Financial liabilities fair value disclosure | 536,000 | 2,971,000 |
Level 3 | Recurring basis | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Financial liabilities fair value disclosure | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Assets | ||
Derivative financial instruments (Note 12) | $ 3,526 | $ 1,997 |
Prepaid Forward | 32,250 | 66,718 |
Liabilities | ||
Derivative financial instruments (Note 12) | 536 | 2,971 |
Recurring basis | ||
Assets | ||
Derivative financial instruments (Note 12) | 3,526 | 1,997 |
Prepaid Forward | 32,250 | 66,718 |
Total assets | 35,776 | 68,715 |
Liabilities | ||
Derivative financial instruments (Note 12) | 536 | 2,971 |
Total liabilities | 536 | 2,971 |
Recurring basis | Level 2 | ||
Assets | ||
Derivative financial instruments (Note 12) | 3,526 | 1,997 |
Prepaid Forward | 32,250 | 66,718 |
Total assets | 35,776 | 68,715 |
Liabilities | ||
Derivative financial instruments (Note 12) | 536 | 2,971 |
Total liabilities | $ 536 | $ 2,971 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022USD ($)employee | Jan. 03, 2021USD ($) | Dec. 29, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges (credits) | $ 8,084 | $ 0 | $ (517) |
May 2021 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges (credits) | $ 4,565 | $ 0 | $ 0 |
Less than number of employees expected to be affected | employee | 40 | ||
Expected restructuring cost remaining | $ 800 |
RESTRUCTURING - Restructuring C
RESTRUCTURING - Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges (credits) | $ 8,084 | $ 0 | $ (517) |
SunPower Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 0 | 0 | (234) |
Other costs | 0 | 0 | (283) |
Restructuring charges (credits) | 0 | 0 | (517) |
May 2021 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 4,313 | 0 | 0 |
Impairment and accelerated depreciation of assets | 252 | 0 | 0 |
Restructuring charges (credits) | 4,565 | 0 | 0 |
Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 1,077 | 0 | 0 |
Impairment and accelerated depreciation of assets | 2,440 | 0 | 0 |
Other costs | 2 | 0 | 0 |
Restructuring charges (credits) | $ 3,519 | $ 0 | $ 0 |
RESTRUCTURING - Restructuring R
RESTRUCTURING - Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | $ 0 | ||
Restructuring charges (credits) | 8,084 | $ 0 | $ (517) |
Recovery (Payments) | (6,907) | ||
Restructuring reserve, ending balance | 1,177 | 0 | |
May 2021 Restructuring Plan | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 4,565 | 0 | 0 |
Recovery (Payments) | (3,388) | ||
Restructuring reserve, ending balance | 1,177 | 0 | |
May 2021 Restructuring Plan | Severance and benefits | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 4,313 | ||
Recovery (Payments) | (3,136) | ||
Restructuring reserve, ending balance | 1,177 | 0 | |
May 2021 Restructuring Plan | Impairment and accelerated depreciation of assets | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 252 | ||
Recovery (Payments) | (252) | ||
Restructuring reserve, ending balance | 0 | 0 | |
Other Restructuring | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 3,519 | 0 | $ 0 |
Recovery (Payments) | (3,519) | ||
Restructuring reserve, ending balance | 0 | 0 | |
Other Restructuring | Severance and benefits | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 1,077 | ||
Recovery (Payments) | (1,077) | ||
Restructuring reserve, ending balance | 0 | 0 | |
Other Restructuring | Impairment and accelerated depreciation of assets | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 2,440 | ||
Recovery (Payments) | (2,440) | ||
Restructuring reserve, ending balance | 0 | 0 | |
Other Restructuring | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 0 | ||
Restructuring charges (credits) | 2 | ||
Recovery (Payments) | (2) | ||
Restructuring reserve, ending balance | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lessee Narrative (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Future minimum lease payments for facilities under operating leases | $ 19,174 | $ 18,600 |
Operating lease, term of contract | 5 years 7 months 6 days | |
Operating lease, extension term of contract | 10 years | |
Future minimum lease payments for assets under finance leases | $ 895 | $ 1,600 |
Finance lease, term of contract | 1 year 3 months 18 days | 2 years 4 months 24 days |
Finance lease liability | $ 891 | |
Current finance lease liability | $ 700 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term debt | |
Non-current finance lease liability | $ 200 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lessee Quantitative Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 2,875 | $ 4,016 | ||
Cash paid for amounts included in the measurement of lease liabilities | ||||
Cash paid for operating leases | 3,088 | 3,556 | ||
Right-of-use assets obtained in exchange for lease obligations | [1] | $ 5,029 | $ 4,791 | $ 21,209 |
Weighted-average remaining lease term (in years) – operating leases | 5 years 7 months 6 days | 6 years 2 months 12 days | ||
Weighted-average discount rate – operating leases | 7.10% | 8.70% | ||
[1] | Amounts for fiscal year 2019 include the transition adjustment for the adoption of ASC 842 and new Right-of-Use (“ROU”) asset additions. |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Lessee Minimum Future Rental Payments (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Operating Leases | ||
2022 | $ 3,427 | |
2023 | 3,442 | |
2024 | 3,529 | |
2025 | 3,194 | |
2026 | 3,258 | |
Thereafter | 2,324 | |
Total lease payments | 19,174 | $ 18,600 |
Less: imputed interest | (3,243) | |
Total | 15,931 | |
Finance Lease | ||
2022 | 688 | |
2023 | 197 | |
2024 | 10 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 895 | $ 1,600 |
Less: imputed interest | (4) | |
Total | $ 891 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Lessor Minimum Future Rental Receivables (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Total | $ 6,200 |
2022 | 2,220 |
2023 | 1,990 |
2024 | 1,990 |
2025 | 0 |
2026 | 0 |
Thereafter | $ 0 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Purchase Commitments (Details) $ in Thousands | 12 Months Ended |
Jan. 02, 2022USD ($)vendor | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of vendors | vendor | 2 |
Commitment term | 2 years |
Fiscal Year 2022 | $ 326,767 |
Fiscal Year 2023 | 22,472 |
Fiscal Year 2024 | 710 |
Total | 349,949 |
Non-cancellable purchase orders | 105,200 |
Long-term supply agreements | $ 244,700 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Advances to Suppliers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | ||
Concentration [Line Items] | |||
Advances to supplier | $ 51,800 | $ 92,900 | |
Advances to supplier utilized | [1] | $ 51,045 | $ 43,680 |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Two Suppliers | |||
Concentration [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
[1] | We have related-party balances for transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower Corporation (“SunPower”) and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “Accounts receivable, net,” “Accounts payable,” “Accrued liabilities,” “Advances to suppliers, current portion,” “Advances to suppliers, net of current portion,” “Prepaid expenses and other current assets,” “Other long-term assets,” “Contract liabilities, current portion,” “Contract liabilities, net of current portion,” “Other long-term liabilities,” and “Net parent investment” financial statement line items in our Consolidated Balance Sheets (see Note 3, Note 4, Note 6 and Note 10). |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - Advances from Customers (Details) $ in Thousands | Mar. 04, 2019MW | Jan. 07, 2019MW | Dec. 29, 2019MW | Nov. 30, 2016MW | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Mar. 31, 2017USD ($) |
Supply Commitment [Line Items] | |||||||
Fiscal Year 2022 | $ 41,751 | ||||||
Fiscal Year 2023 | 60,856 | ||||||
Fiscal Year 2024 | 0 | ||||||
Fiscal Year 2025 | 0 | ||||||
Thereafter | 0 | ||||||
Total | 102,607 | ||||||
TotalEnergies | Affiliated entity | |||||||
Supply Commitment [Line Items] | |||||||
Refund liabilities (Note 6) | 22,566 | $ 0 | |||||
Contract liabilities, current portion | 31,069 | 9,405 | |||||
TotalEnergies | The Amendment to the Solarization Agreement | Affiliated entity | |||||||
Supply Commitment [Line Items] | |||||||
Refund liabilities (Note 6) | 22,566 | 0 | |||||
Contract liabilities, current portion | 8,100 | 9,300 | |||||
Manufacturing equipment | Asset pledged as collateral | |||||||
Supply Commitment [Line Items] | |||||||
Property, plant and equipment, net | 35,200 | ||||||
Sunpower and Total | |||||||
Supply Commitment [Line Items] | |||||||
Period for commitment | 4 years | ||||||
Power commitment (MW) | MW | 10 | 3.7 | 93 | 200 | |||
TotalEnergies | |||||||
Supply Commitment [Line Items] | |||||||
Contract liabilities | $ 88,500 | ||||||
Advance payment | 11,600 | 42,400 | |||||
Contract liabilities, current portion | $ 8,100 | $ 9,300 |
COMMITMENTS AND CONTINGENCIES_8
COMMITMENTS AND CONTINGENCIES - Product Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance at the beginning of the period | $ 31,129 | $ 37,065 |
Accruals for warranties issued during the period | 3,216 | 5,418 |
Settlements and adjustments during the period | (3,729) | (11,354) |
Balance at the end of the period | $ 30,616 | $ 31,129 |
COMMITMENTS AND CONTINGENCIES_9
COMMITMENTS AND CONTINGENCIES - Liabilities Associated with Uncertain Tax Positions (Details) - USD ($) $ in Millions | Jan. 02, 2022 | Jan. 03, 2021 |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 13.5 | $ 18.1 |
Other Noncurrent Liabilities | ||
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 9.8 | $ 18.1 |
COMMITMENTS AND CONTINGENCIE_10
COMMITMENTS AND CONTINGENCIES - Defined Benefit Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Long-term pension liability | $ 2,341 | $ 2,992 | |
Net gain (loss) on long-term pension liability adjustment | $ 843 | $ 263 | $ (1,862) |
COMMITMENTS AND CONTINGENCIE_11
COMMITMENTS AND CONTINGENCIES - Indemnifications (Details) $ in Millions | Jan. 02, 2022USD ($) |
Indemnification agreement | SunPower | |
Guarantor Obligations [Line Items] | |
Indemnification lability | $ 4.3 |
COMMITMENTS AND CONTINGENCIE_12
COMMITMENTS AND CONTINGENCIES - Letters of Credit and Bank Guarantees (Details) $ in Millions | 12 Months Ended |
Jan. 02, 2022USD ($) | |
Guarantor Obligations [Line Items] | |
Guarantor obligations, maximum exposure | $ 31.7 |
Restricted cash | $ 24.1 |
Minimum | |
Guarantor Obligations [Line Items] | |
Guarantees term | 10 months |
Maximum | |
Guarantor Obligations [Line Items] | |
Guarantees term | 4 years |
EQUITY INVESTMENTS - Narrative
EQUITY INVESTMENTS - Narrative Equity Method Investments (Details) $ in Thousands, ¥ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2021USD ($) | Sep. 30, 2021CNY (¥) | Apr. 30, 2018USD ($) | Feb. 28, 2018USD ($) | Feb. 28, 2017USD ($) | Apr. 30, 2018USD ($) | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CNY (¥) | Dec. 29, 2019USD ($) | Oct. 01, 2021 | Dec. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Nov. 30, 2015MW | Dec. 31, 2013USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Equity investments without readily determinable fair value | $ 4,000 | $ 4,000 | ||||||||||||||
Payments to acquire additional interest in subsidiaries | 0 | 30,000 | $ 0 | |||||||||||||
Gain on disposal | 2,975 | 0 | $ 0 | |||||||||||||
Equity method investments | $ 11,230 | 25,707 | ||||||||||||||
Proceeds from sale of unconsolidated investee | $ 3,200 | ¥ 21.9 | ||||||||||||||
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Equity investments without readily determinable fair value | $ 9,200 | |||||||||||||||
Equity securities without readily determinable fair value, ownership percentage | 15.00% | |||||||||||||||
Additional amount invested | $ 7,000 | $ 6,300 | $ 9,000 | |||||||||||||
Amount invested, less reinvested dividends | 7,700 | |||||||||||||||
Reinvested dividends | $ 1,300 | $ 700 | ||||||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | 16.30% | 16.30% | |||||||||
Gain on disposal | $ 3,000 | |||||||||||||||
Gain on disposition of stock in equity method investee, reclassified from other comprehensive income to profit and loss | 30 | |||||||||||||||
Equity method investments | 11,230 | 25,707 | ||||||||||||||
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS) | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Payments to acquire additional interest in subsidiaries | $ 41,600 | ¥ 270 | ||||||||||||||
CCPV | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Equity method investment, ownership percentage | 25.00% | |||||||||||||||
Equity method investments | $ 16,400 | |||||||||||||||
Deca Technologies, Inc. | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Equity investments without readily determinable fair value | $ 4,000 | $ 4,000 | ||||||||||||||
Equity securities without readily determinable fair value, ownership percentage | 8.00% | |||||||||||||||
Proceeds from dividends received | $ 2,500 | |||||||||||||||
Equity securities, gain | $ 1,300 | |||||||||||||||
Hohhot | ||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Equity investments without readily determinable fair value | $ 2,700 | |||||||||||||||
Equity securities without readily determinable fair value, ownership percentage | 4.60% | |||||||||||||||
Gain on disposal | $ 500 | |||||||||||||||
Power capacity (in mw) | MW | 300 |
EQUITY INVESTMENTS - Balance Sh
EQUITY INVESTMENTS - Balance Sheet Summary (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 533,120 | $ 547,195 |
Current liabilities | 421,036 | 308,132 |
Noncontrolling interests | 5,419 | 6,645 |
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | ||
Schedule of Equity Method Investments [Line Items] | ||
Current assets | 581,048 | 372,320 |
Non-current assets | 524,831 | 300,205 |
Current liabilities | 323,664 | 232,571 |
Non-current liabilities | 321,557 | 126,648 |
Noncontrolling interests | $ 402,526 | $ 197,270 |
EQUITY INVESTMENTS - Income Sta
EQUITY INVESTMENTS - Income Statement Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | [1] | $ 783,279 | $ 844,836 | $ 1,198,301 |
Gross profit | (29,014) | (9,781) | (2,309) | |
Loss from operations | (172,447) | (130,177) | (135,646) | |
Net loss | (255,746) | (141,012) | (178,902) | |
Net loss attributable to Huansheng JV | (16,480) | (3,198) | $ (5,342) | |
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 1,018,731 | 419,582 | ||
Gross profit | 25,204 | 28,108 | ||
Loss from operations | (27,427) | (10,013) | ||
Net loss | (126,338) | (13,386) | ||
Net loss attributable to Huansheng JV | $ (95,939) | $ (14,599) | ||
[1] | We have related-party transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the “Revenue,” “Cost of revenue,” “Operating expenses: Research and development and Sales, general and administrative,” and “Other expense, net: Interest expense” financial statement line items in our Consolidated and Combined Statements of Operations (see Note 3, Note 4 and Note 10). |
EQUITY INVESTMENTS - Related Pa
EQUITY INVESTMENTS - Related Party Transactions (Details) - Huansheng - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Accounts payable | $ 64,498 | $ 40,420 |
Payments made to investee for products/services | $ 140,610 | $ 267,247 |
EQUITY INVESTMENTS - Schedule o
EQUITY INVESTMENTS - Schedule of Equity Investments (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | Mar. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 11,230 | $ 25,707 | |
Equity investments without readily determinable fair value | 4,000 | 4,000 | |
Total equity investments | 15,230 | 29,707 | |
Huansheng Photovoltaic (Jiangsu) Co., Ltd. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 11,230 | $ 25,707 | |
Equity investments without readily determinable fair value | $ 9,200 |
EQUITY INVESTMENTS - Narrativ_2
EQUITY INVESTMENTS - Narrative Variable Interest Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Variable Interest Entity [Line Items] | ||
Assets | $ 1,056,543 | $ 980,343 |
Liabilities | $ 701,668 | 541,056 |
SPML Land, Inc. | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 40.00% | |
Ownership by employees | 60.00% | |
Assets | $ 22,400 | 21,400 |
Liabilities | $ 7,700 | $ 9,900 |
DEBT AND CREDIT SOURCES - Conve
DEBT AND CREDIT SOURCES - Convertible Debt (Details) $ / shares in Units, $ in Thousands | Jul. 17, 2020USD ($)d$ / sharesshares | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) |
Debt Instrument [Line Items] | |||
Threshold trading days | d | 60 | ||
Interest expense | $ 2,600 | $ 1,700 | |
Convertible debt | Green Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 200,000 | ||
Stated percentage | 6.50% | ||
Conversion price (USD per share) | $ / shares | $ 18.19 | ||
Conversion ratio, number of shares (in shares) | shares | 54.9611 | ||
Conversion ratio, principal amount | $ 1 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Convertible debt | 145,800 | 135,100 | |
Equity component of convertible debt | 52,200 | 52,200 | |
Unamortized discount | $ 45,500 | 53,800 | |
Effective percentage | 15.70% | ||
Debt issuance cost | $ 8,700 | 11,100 | |
Interest expense | 23,700 | 10,400 | |
If-converted value (below) in excess of principal | (47,200) | 111,900 | |
Convertible debt | Green Convertible Notes | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of debt | $ 218,500 | $ 325,100 |
DEBT AND CREDIT SOURCES - Physi
DEBT AND CREDIT SOURCES - Physical Delivery Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Sep. 09, 2020 | Aug. 26, 2020 | Jul. 17, 2020 | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Consideration received on transaction | $ 298,000 | ||||||
Number of shares issued in transaction (in shares) | 8,915,692 | ||||||
Remeasurement gain | $ (34,468) | $ 38,236 | $ 0 | ||||
Own-Share Lending Arrangement | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Maximum amount allowed under physical delivery forward | $ 60,000 | ||||||
Physical Delivery Forward | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Maximum amount allowed under physical delivery forward | $ 60,000 | $ 60,000 | |||||
Consecutive trading days | 15 days | ||||||
Consideration received on transaction | $ 58,500 | ||||||
Number of shares issued in transaction (in shares) | 3,800,000 | ||||||
Price per share (USD per share) | $ 15.40 | ||||||
Carrying amount | $ 64,100 | ||||||
Remeasurement gain | $ 8,500 |
DEBT AND CREDIT SOURCES - Prepa
DEBT AND CREDIT SOURCES - Prepaid Forward (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Sep. 29, 2020 | Jul. 17, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward | $ (34,468) | $ 38,236 | $ 0 | ||
Prepaid Forward | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Authorized amount | $ 40,000 | ||||
Floor percentage | 20.00% | ||||
Remaining shares to be delivered (in shares) | 2.5 | ||||
Prepaid Forward | 32,300 | 66,700 | |||
Remeasurement loss (gain) on Physical Delivery Forward and Prepaid Forward | $ (34,500) | $ 29,700 |
DEBT AND CREDIT SOURCES - Other
DEBT AND CREDIT SOURCES - Other Debt and Credit Sources (Details) - USD ($) | Jul. 14, 2020 | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Jul. 15, 2020 |
Debt Instrument [Line Items] | |||||
Short-term debt | $ 25,355,000 | $ 48,421,000 | |||
Interest expense | 2,600,000 | 1,700,000 | |||
Debt issuance cost | 0 | 9,228,000 | |||
Loss on extinguishment of debt | 5,075,000 | 0 | $ 0 | ||
Revolving Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 50,000,000 | ||||
Term | 90 days | ||||
Short-term debt | 24,700,000 | 47,700,000 | |||
Interest expense | $ 500,000 | $ 1,000,000 | |||
Revolving Credit Agreement | Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Philippines Term Loan | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 55,000,000 | ||||
Singapore Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 50,000,000 | ||||
Singapore Working Capital Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.75% | ||||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 20,000,000 | ||||
Stated percentage | 0.50% | 0.75% | |||
Term Loans | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.90% |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet Location (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | $ 3,526 | $ 1,997 |
Derivative liability, current | 536 | 2,971 |
Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 2,892 | 328 |
Derivative liability, current | ||
Not Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 3,526 | 1,997 |
Derivative liability, current | 536 | 2,971 |
Prepaid expenses and other current assets | Foreign currency forward option contracts | Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 2,878 | 328 |
Prepaid expenses and other current assets | Foreign currency forward exchange contracts | Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 14 | 0 |
Prepaid expenses and other current assets | Foreign currency forward exchange contracts | Not Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 634 | 1,669 |
Accrued liabilities | Foreign currency forward option contracts | Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, current | 536 | 2,814 |
Accrued liabilities | Foreign currency forward exchange contracts | Not Designated as hedging instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, current | $ 0 | $ 157 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Derivative assets | ||
Gross Amounts | $ 3,526 | $ 1,997 |
Net Amounts Presented | 3,526 | 1,997 |
Gross Amounts Not Offset in the Consolidated Balance Sheet, but Have Rights to Offset | 3,526 | 1,997 |
Derivative liabilities | ||
Gross Amounts | 536 | 2,971 |
Net Amounts Presented | 536 | 2,971 |
Gross Amounts Not Offset in the Combined Balance Sheet, but Have Rights to Offset | $ 536 | $ 2,971 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Derivative [Line Items] | |||
(Loss) gain on derivatives | $ (3,400) | $ 3,000 | $ (1,700) |
Net unrealized gain (loss) on derivative instruments | 2,689 | (476) | |
Cash flow hedge, gain (loss), before reclassification after tax | 5,800 | (2,600) | |
Cash flow hedge, gain (loss), reclassification after tax | 2,600 | (3,400) | |
Net gain on derivatives | 3,165 | 782 | $ (1,094) |
Foreign currency forward option contracts | Designated as hedging instrument | |||
Derivative [Line Items] | |||
Notional value | $ 121,300 | 125,700 | |
Maturity term or less | 7 months | ||
Foreign currency forward exchange contracts | Designated as hedging instrument | |||
Derivative [Line Items] | |||
Notional value | $ 22,600 | ||
Foreign currency forward exchange contracts | Not Designated as hedging instrument | |||
Derivative [Line Items] | |||
Notional value | $ 53,600 | $ 44,800 |
INCOME TAXES - Components of Cu
INCOME TAXES - Components of Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current tax benefit (expense) | $ 3,952 | $ (12,644) | $ (9,305) |
Deferred tax (expense) benefit | (4,155) | 517 | (817) |
Provision for income taxes | $ (203) | $ (12,127) | $ (10,122) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 17.00% | 17.00% | 21.00% |
Tax benefit at statutory rate | $ 40,641 | $ 21,367 | $ 33,819 |
Foreign tax rate differential | (37,390) | (19,356) | 1,116 |
Foreign income inclusion in the U.S. | 0 | 0 | (4,366) |
Change in valuation allowance | (12,510) | (10,431) | (38,627) |
Unrecognized tax benefits (expense) | 7,797 | (3,896) | (2,424) |
Other | 1,259 | 189 | 360 |
Provision for income taxes | $ (203) | $ (12,127) | $ (10,122) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Valuation Allowance [Line Items] | |||
Unrecognized tax benefits that would impact effective tax rate | $ 34,700 | $ 39,500 | |
Accrued interest | 400 | 600 | |
Unrecognized tax benefits (expense) | 7,797 | (3,896) | $ (2,424) |
Income tax holiday benefit | $ 10,500 | ||
Income tax holiday, benefit per share (USD per share) | $ 0.28 | ||
Net operating losses that can be carried forward indefinetly | $ 379,200 | ||
Valuation allowance | 29,906 | $ 16,795 | |
Singapore, Malta, South Africa And Spain | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 29,900 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 32,486 | $ 19,659 |
Reserves and accruals | 1,698 | 7,766 |
Fixed assets | 905 | 40 |
Total deferred tax assets | 35,089 | 27,465 |
Valuation allowance | (29,906) | (16,795) |
Total deferred tax assets, net of valuation allowance | 5,183 | 10,670 |
Deferred tax liabilities: | ||
Intangible assets and accruals | (1,150) | (1,050) |
Total deferred tax liabilities | (1,150) | (1,050) |
Net deferred tax assets | $ 4,033 | $ 9,620 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 39,506 | $ 33,502 |
Additions for tax positions related to the current year | 1,186 | 10,839 |
Reduction of tax position relating to settlement with taxing authorities | (2,554) | 0 |
Reductions for tax positions from prior years/statute of limitations expirations | (3,174) | (5,301) |
Foreign exchange (gain) loss | (269) | |
Foreign exchange (gain) loss | 466 | |
Balance at end of period | $ 34,695 | $ 39,506 |
COMMON STOCK (Details)
COMMON STOCK (Details) $ / shares in Units, $ in Thousands | Apr. 14, 2021USD ($)$ / sharesshares | Apr. 13, 2021$ / sharesshares | Aug. 26, 2020shares | Jan. 02, 2022USD ($)voteshares | Jan. 03, 2021USD ($)shares | Dec. 29, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance cost | $ | $ 169,684 | $ 297,541 | ||||
Number of shares issued in transaction (in shares) | 8,915,692 | |||||
Net proceeds from issuance of common stock | $ | $ 169,684 | $ 296,765 | $ 0 | |||
Number of votes per share | vote | 1 | |||||
Equity compensation plans | 3,363,000 | 2,533,000 | ||||
Public offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance cost | $ | $ 125,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance cost | $ | $ 18,700 | |||||
The offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued, price per share (in USD per share) | $ / shares | $ 18 | |||||
Number of shares issued in transaction (in shares) | 8,046,025 | |||||
The Offering, issued to third parties | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 59,914 | |||||
The TZS Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued, price per share (in USD per share) | $ / shares | $ 18 | |||||
Number of shares issued in transaction (in shares) | 1,870,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Net loss: | |||
Net loss attributable to stockholders | $ (254,520) | $ (142,631) | $ (183,059) |
Number of shares: | |||
Basic weighted average common shares (in shares) | 37,457 | 24,502 | 21,265 |
Diluted weighted average common shares (in shares) | 37,457 | 24,502 | 21,265 |
Basic net loss per share (USD per share) | $ (6.79) | $ (5.82) | $ (8.61) |
Diluted net loss per share (USD per share) | $ (6.79) | $ (5.82) | $ (8.61) |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 8 Months Ended | 12 Months Ended | ||||
Aug. 25, 2020 | Jan. 02, 2022USD ($)$ / sharesshares | Jan. 03, 2021planshares | Dec. 29, 2019planshares | Aug. 26, 2020shares | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of plans | plan | 2 | 2 | ||||
Restricted Stock Units (RSUs) And Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value (in USD per share) | $ / shares | $ 25.51 | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of restricted stock units vested | $ | $ 14.5 | |||||
Unrecognized stock-based compensation | $ | $ 14.8 | |||||
Unrecognized stock-based compensation, period for recognition | 2 years 2 months 12 days | |||||
Unvested shares (in shares) | 1,069,000 | 1,158,000 | ||||
SunPower Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement By Share-based Payment Award Shares Replaced Due To Spin-Off | (2,100,000) | |||||
2015 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase percentage | 2.00% | 3.00% | ||||
Number of shares available for grant (in shares) | 6,000,000 | |||||
Shares withheld for tax withholding obligation (in shares) | 100,000 | 200,000 | ||||
2015 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2015 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase percentage | 3.00% | |||||
Shares withheld for tax withholding obligation (in shares) | 132,337 | 1,393 | ||||
Unvested shares (in shares) | 1,200,000 | |||||
2020 Plan | Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 7,231 | $ 7,250 | $ 7,135 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1,250 | 2,080 | 1,642 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 352 | 1,217 | 1,880 |
Sales, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 5,629 | $ 3,953 | $ 3,613 |
STOCK-BASED COMPENSATION - Nonv
STOCK-BASED COMPENSATION - Nonvested Restricted and Performance Stock Unit Activity (Details) shares in Thousands | 12 Months Ended |
Jan. 02, 2022shares | |
Restricted Stock Units | |
Shares | |
Outstanding as of January 3, 2021 | 1,158 |
Granted | 437 |
Vested | (439) |
Forfeited | (87) |
Outstanding as of January 2, 2022 | 1,069 |
Performance Stock Units | |
Shares | |
Outstanding as of January 3, 2021 | 112 |
Granted | 68 |
Vested | (28) |
Forfeited | (39) |
Outstanding as of January 2, 2022 | 113 |
SEGMENT AND GEOGRAPHICAL INFO_3
SEGMENT AND GEOGRAPHICAL INFORMATION - Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | [1] | $ 783,279 | $ 844,836 | $ 1,198,301 |
Affiliated entity | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from related parties | 225,900 | 231,200 | 426,500 | |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 227,499 | 235,606 | 433,293 | |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 88,454 | 125,366 | 138,423 | |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 25,519 | 12,496 | 119,010 | |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 83,957 | 41,882 | 41,126 | |
Rest of world | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 357,850 | $ 429,486 | $ 466,449 | |
[1] | We have related-party transactions with Tianjin Zhonghuan Semiconductor Co., Ltd, SunPower and TotalEnergies S.E. and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the “Revenue,” “Cost of revenue,” “Operating expenses: Research and development and Sales, general and administrative,” and “Other expense, net: Interest expense” financial statement line items in our Consolidated and Combined Statements of Operations (see Note 3, Note 4 and Note 10). |
SEGMENT AND GEOGRAPHICAL INFO_4
SEGMENT AND GEOGRAPHICAL INFORMATION - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 386,630 | $ 246,908 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 240,711 | 139,421 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 69,740 | 79,506 |
Mexico | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 67,208 | 17,792 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 6,714 | 8,896 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 1,314 | 24 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 933 | 1,266 |
Rest of world | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 10 | $ 3 |