Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Entity Registrant Name | SUNPOWER CORP | |
Entity Central Index Key | 0000867773 | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity File Number | 001-34166 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3008969 | |
Entity Address, Address Line One | 77 Rio Robles | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
City Area Code | 408 | |
Local Phone Number | 240-5500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SPWR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 142,527,682 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 167,253 | $ 309,407 | |
Restricted cash and cash equivalents, current portion | 13,139 | 41,762 | |
Accounts receivable, net | [1] | 211,921 | 175,605 |
Contract assets | [1] | 53,701 | 58,994 |
Inventories | 350,575 | 308,146 | |
Advances to suppliers, current portion | 83,884 | 37,878 | |
Project assets - plants and land, current portion | 17,219 | 10,796 | |
Prepaid expenses and other current assets | 113,748 | 131,183 | |
Total current assets | 1,011,440 | 1,073,771 | |
Restricted cash and cash equivalents, net of current portion | 19,360 | 12,594 | |
Restricted long-term marketable securities | 6,126 | 5,955 | |
Property, plant and equipment, net | 434,011 | 839,871 | |
Operating lease right-of-use assets | 41,329 | 0 | |
Solar power systems leased and to be leased, net | 72,317 | 92,557 | |
Advances to suppliers, net of current portion | 62,914 | 133,694 | |
Long-term financing receivables, net - held for sale | 18,388 | 19,592 | |
Other intangible assets, net | 11,698 | 12,582 | |
Other long-term assets | 261,344 | 162,033 | |
Total assets | 1,938,927 | 2,352,649 | |
Current liabilities: | |||
Accounts payable | [1] | 398,071 | 325,550 |
Accrued Liabilities | [1] | 192,412 | 235,252 |
Operating lease liabilities, current portion | 8,321 | 0 | |
Contract liabilities, current portion | [1] | 109,118 | 104,130 |
Short-term debt | 62,874 | 40,074 | |
Total current liabilities | 770,796 | 705,006 | |
Long-term debt | 102,347 | 40,528 | |
Convertible debt, net of current portion | [1] | 819,308 | 818,356 |
Operating lease liabilities, net of current portion | 38,938 | 0 | |
Contract liabilities, net of current portion | [1] | 75,934 | 99,509 |
Other long-term liabilities | 228,249 | 839,136 | |
Total liabilities | 2,035,572 | 2,502,535 | |
Commitments and contingencies (Note 9) | |||
Equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of June 30, 2019 and December 30, 2018 | 0 | 0 | |
Common stock, $0.001 par value, 367,500 shares authorized; 153,931 shares issued, and 142,393 shares outstanding as of June 30, 2019; 152,085 shares issued, and 141,180 shares outstanding as of December 30, 2018 | 143 | 141 | |
Additional paid-in capital | 2,476,788 | 2,463,370 | |
Accumulated deficit | (2,440,102) | (2,480,988) | |
Accumulated other comprehensive loss | (3,885) | (4,150) | |
Treasury stock, at cost: 11,538 shares of common stock as of June 30, 2019; 10,905 shares of common stock as of December 30, 2018 | (191,434) | (187,069) | |
Total stockholders' deficit | (158,490) | (208,696) | |
Noncontrolling interests in subsidiaries | 61,845 | 58,810 | |
Total deficit | (96,645) | (149,886) | |
Total liabilities and equity | $ 1,938,927 | $ 2,352,649 | |
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 367,500,000 | 367,500,000 |
Common stock shares issued (in shares) | 154,105,000 | 152,085,000 |
Common stock shares outstanding (in shares) | 142,515,000 | 141,180,000 |
Common stock shares held as treasury stock (in shares) | 11,576,000 | 10,905,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | ||
Revenue: | |||||
Revenue | $ 436,281 | $ 449,097 | $ 784,506 | $ 840,985 | |
Cost of revenue: | |||||
Cost of revenue | 416,481 | 759,058 | 801,991 | 1,140,372 | |
Gross profit (loss) | 19,800 | (309,961) | (17,485) | (299,387) | |
Operating expenses: | |||||
Research and development | [1] | 18,159 | 31,275 | 33,152 | 50,327 |
Sales, general and administrative | 61,978 | 64,908 | 124,835 | 130,203 | |
Restructuring charges | 2,453 | 3,504 | 1,788 | 14,681 | |
Gain on sale and impairment of residential lease assets | 8,301 | 68,269 | 17,527 | 117,361 | |
Gain on business divestiture | (137,286) | 0 | (143,400) | 0 | |
Total operating expenses | (46,395) | 167,956 | 33,902 | 312,572 | |
Operating income (loss) | 66,195 | (477,917) | (51,387) | (611,959) | |
Other income (expense), net: | |||||
Interest income | 566 | 664 | 1,418 | 1,193 | |
Interest expense | [1] | (16,424) | (26,718) | (33,215) | (51,824) |
Other, net | 67,768 | 36,624 | 100,841 | 52,418 | |
Other income (expense), net | 51,910 | 10,570 | 69,044 | 1,787 | |
Income (loss) before income taxes and equity in losses of unconsolidated investees | 118,105 | (467,347) | 17,657 | (610,172) | |
Provision for income taxes | (6,068) | (3,081) | (11,865) | (5,709) | |
Equity in losses of unconsolidated investees | (1,963) | (13,415) | (283) | (15,559) | |
Net income (loss) | 110,074 | (483,843) | 5,509 | (631,440) | |
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | 11,385 | 36,726 | 26,226 | 68,349 | |
Net income (loss) attributable to stockholders | $ 121,459 | $ (447,117) | $ 31,735 | $ (563,091) | |
Net income (loss) per share attributable to stockholders: | |||||
Basic (usd per share) | $ 0.85 | $ (3.17) | $ 0.22 | $ (4.01) | |
Diluted (usd per share) | $ 0.75 | $ (3.17) | $ 0.22 | $ (4.01) | |
Weighted-average shares: | |||||
Basic (shares) | 142,471 | 140,926 | 142,095 | 140,569 | |
Diluted (shares) | 166,837 | 140,926 | 143,062 | 140,569 | |
Solar power systems, components, and other | |||||
Revenue: | |||||
Revenue | [1] | $ 426,841 | $ 353,780 | $ 768,283 | $ 682,640 |
Cost of revenue: | |||||
Cost of revenue | [1] | 412,383 | 692,640 | 793,289 | 1,031,063 |
Residential leasing | |||||
Revenue: | |||||
Revenue | 1,676 | 95,317 | 5,560 | 158,345 | |
Cost of revenue: | |||||
Cost of revenue | 1,350 | 66,418 | 4,372 | 109,309 | |
Solar services1 | |||||
Revenue: | |||||
Revenue | 7,764 | 0 | 10,663 | 0 | |
Cost of revenue: | |||||
Cost of revenue | $ 2,748 | $ 0 | $ 4,330 | $ 0 | |
[1] | We have related-party transactions with Total S.A. 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: solar power systems, components, and other," "cost of revenue: solar power systems, components, and other," "operating expenses: research and development," and "other income (expense), net: interest expense" financial statement line items in our condensed consolidated statements of operations (see Note 2 and Note 10 ). |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 110,074 | $ (483,843) | $ 5,509 | $ (631,440) |
Components of other comprehensive income (loss): | ||||
Translation adjustment | 811 | (1,074) | 790 | (326) |
Net change in derivatives (Note 12) | (900) | 436 | (715) | 2,042 |
Income taxes | 255 | (142) | 190 | (385) |
Total other comprehensive income (loss) | 166 | (780) | 265 | 1,331 |
Total comprehensive income (loss) | 110,240 | (484,623) | 5,774 | (630,109) |
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | 11,385 | 36,726 | 26,226 | 68,349 |
Comprehensive income (loss) attributable to stockholders | $ 121,625 | $ (447,897) | $ 32,000 | $ (561,760) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Total Stockholders’ Equity (Deficit) | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests |
Shares issued, beginning of period (in shares) at Dec. 31, 2017 | 139,658 | ||||||||
Stockholders' equity, beginning of period at Dec. 31, 2017 | $ 692,388 | $ 15,236 | $ 588,209 | $ 140 | $ 2,442,513 | $ (181,539) | $ (3,008) | $ (1,669,897) | $ 104,179 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (137,097) | (10,500) | (115,974) | (115,974) | (21,123) | ||||
Other comprehensive income | 2,112 | 2,112 | 2,112 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,799 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | ||||||
Stock-based compensation expense | 7,394 | 7,394 | 7,394 | ||||||
Contributions from noncontrolling interests | 25,042 | 11,685 | 25,042 | ||||||
Distributions to noncontrolling interests | (4,005) | (2,316) | (4,005) | ||||||
Purchases of treasury stock (in shares) | (611) | ||||||||
Purchases of treasury stock | (4,527) | (4,527) | $ (1) | (4,526) | |||||
Shares issued, end of period (in shares) at Apr. 01, 2018 | 140,846 | ||||||||
Stockholders' equity, end of period at Apr. 01, 2018 | 581,309 | 14,105 | 477,216 | $ 141 | 2,449,907 | (186,065) | (896) | (1,785,871) | 104,093 |
Shares issued, beginning of period (in shares) at Dec. 31, 2017 | 139,658 | ||||||||
Stockholders' equity, beginning of period at Dec. 31, 2017 | 692,388 | 15,236 | 588,209 | $ 140 | 2,442,513 | (181,539) | (3,008) | (1,669,897) | 104,179 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income | 1,331 | ||||||||
Shares issued, end of period (in shares) at Jul. 01, 2018 | 140,985 | ||||||||
Stockholders' equity, end of period at Jul. 01, 2018 | 130,641 | 14,335 | 34,851 | $ 141 | 2,455,813 | (186,439) | (1,676) | (2,232,988) | 95,790 |
Shares issued, beginning of period (in shares) at Apr. 01, 2018 | 140,846 | ||||||||
Stockholders' equity, beginning of period at Apr. 01, 2018 | 581,309 | 14,105 | 477,216 | $ 141 | 2,449,907 | (186,065) | (896) | (1,785,871) | 104,093 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (472,728) | (11,115) | (447,117) | (447,117) | (25,611) | ||||
Other comprehensive income | (780) | (780) | (780) | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 213 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | 0 | $ 0 | ||||||
Stock-based compensation expense | 5,906 | 5,906 | 5,906 | ||||||
Contributions from noncontrolling interests | 22,615 | 13,947 | 22,615 | ||||||
Distributions to noncontrolling interests | (5,307) | (2,602) | (5,307) | ||||||
Purchases of treasury stock (in shares) | (74) | ||||||||
Purchases of treasury stock | (374) | (374) | $ 0 | (374) | |||||
Shares issued, end of period (in shares) at Jul. 01, 2018 | 140,985 | ||||||||
Stockholders' equity, end of period at Jul. 01, 2018 | 130,641 | $ 14,335 | 34,851 | $ 141 | 2,455,813 | (186,439) | (1,676) | (2,232,988) | 95,790 |
Shares issued, beginning of period (in shares) at Dec. 30, 2018 | 141,178 | ||||||||
Stockholders' equity, beginning of period at Dec. 30, 2018 | (149,886) | (208,696) | $ 141 | 2,463,370 | (187,069) | (4,150) | (2,480,988) | 58,810 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (104,565) | (89,724) | (89,724) | (14,841) | |||||
Other comprehensive income | 99 | 99 | 99 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,848 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | ||||||
Stock-based compensation expense | 6,628 | 6,628 | 6,628 | ||||||
Contributions from noncontrolling interests | 20,987 | 20,987 | |||||||
Purchases of treasury stock (in shares) | (633) | ||||||||
Purchases of treasury stock | (3,872) | (3,872) | $ (1) | (3,871) | |||||
Shares issued, end of period (in shares) at Mar. 31, 2019 | 142,393 | ||||||||
Stockholders' equity, end of period at Mar. 31, 2019 | (221,456) | (286,412) | $ 142 | 2,469,998 | (190,940) | (4,051) | (2,561,561) | 64,956 | |
Shares issued, beginning of period (in shares) at Dec. 30, 2018 | 141,178 | ||||||||
Stockholders' equity, beginning of period at Dec. 30, 2018 | (149,886) | (208,696) | $ 141 | 2,463,370 | (187,069) | (4,150) | (2,480,988) | 58,810 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income | 265 | ||||||||
Shares issued, end of period (in shares) at Jun. 30, 2019 | 142,515 | ||||||||
Stockholders' equity, end of period at Jun. 30, 2019 | (96,645) | (158,490) | $ 143 | 2,476,788 | (191,434) | (3,885) | (2,440,102) | 61,845 | |
Shares issued, beginning of period (in shares) at Mar. 31, 2019 | 142,393 | ||||||||
Stockholders' equity, beginning of period at Mar. 31, 2019 | (221,456) | (286,412) | $ 142 | 2,469,998 | (190,940) | (4,051) | (2,561,561) | 64,956 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 110,074 | 121,459 | 121,459 | (11,385) | |||||
Other comprehensive income | 166 | 166 | 166 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 173 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 1 | 1 | $ 1 | ||||||
Stock-based compensation expense | 6,790 | 6,790 | 6,790 | ||||||
Contributions from noncontrolling interests | 8,590 | 8,590 | |||||||
Distributions to noncontrolling interests | (316) | (316) | |||||||
Purchases of treasury stock (in shares) | (51) | ||||||||
Purchases of treasury stock | (494) | (494) | (494) | ||||||
Shares issued, end of period (in shares) at Jun. 30, 2019 | 142,515 | ||||||||
Stockholders' equity, end of period at Jun. 30, 2019 | $ (96,645) | $ (158,490) | $ 143 | $ 2,476,788 | $ (191,434) | $ (3,885) | $ (2,440,102) | $ 61,845 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | ||
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $ 5,509 | $ (631,440) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 46,724 | 78,401 | |
Non-cash restructuring charges | 2,346 | 0 | |
Stock-based compensation | 11,936 | 13,697 | |
Non-cash interest expense | 4,925 | 8,262 | |
Dividend from equity method investee | 0 | 3,947 | |
Equity in losses of unconsolidated investees | 283 | 15,559 | |
Unrealized gain on equity investment | (100,500) | 0 | |
Gain on business divestiture | (143,400) | 0 | |
Gain on sale of equity investment, net | 0 | (50,025) | |
Deferred income taxes | 2,044 | 1,431 | |
Impairment of property, plant and equipment | 777 | 369,168 | |
Gain on sale and impairment of residential lease assets | 25,954 | 117,361 | |
Other, net | 0 | (2,443) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (48,631) | (4,033) | |
Contract assets | 7,409 | (35,375) | |
Inventories | (62,104) | (75,849) | |
Project assets | (6,198) | 11,086 | |
Prepaid expenses and other assets | (15,485) | 34,308 | |
Operating lease right-of-use assets | (8,780) | 0 | |
Long-term financing receivables, net - held for sale | (954) | (109,156) | |
Advances to suppliers | 24,774 | 15,122 | |
Accounts payable and other accrued liabilities | 11,199 | (79,444) | |
Contract liabilities | 3,418 | (35,919) | |
Operating lease liabilities | 8,663 | 0 | |
Net cash used in operating activities | (230,091) | (355,342) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (18,204) | (25,362) | |
Cash paid for solar power systems, leased, net | 0 | (38,688) | |
Cash paid for solar power systems | (43,323) | (3,436) | |
Proceeds from business divestiture, net of cash sold | 40,491 | 0 | |
Dividend from equity method investee | 0 | 12,952 | |
Proceeds from sale of property, plant, and equipment | 228 | 0 | |
Proceeds from sale of equity method investment | 0 | 417,766 | |
Cash paid for investments in unconsolidated investees | (10,000) | (14,061) | |
Net cash provided by (used in) investing activities | (30,808) | 349,171 | |
Cash flows from financing activities: | |||
Proceeds from bank loans and other debt | 143,666 | 116,459 | |
Repayment of 0.75% debentures due 2018, bank loans and other debt | (125,060) | (419,527) | |
Proceeds from issuance of non-recourse residential financing, net of issuance costs | 65,731 | 67,109 | |
Repayment of non-recourse residential financing | (1,156) | (9,899) | |
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 29,577 | 73,290 | |
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | (316) | (12,582) | |
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs | 0 | 22,286 | |
Repayment of non-recourse power plant and commercial financing | 0 | (4,678) | |
Payment to Solar World for asset purchase agreement | (9,000) | 0 | |
Settlement of contingent consideration arrangement | (2,448) | 0 | |
Purchases of stock for tax withholding obligations on vested restricted stock | (4,365) | (4,900) | |
Net cash provided by (used in) financing activities | 96,629 | (172,442) | |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 259 | (1,124) | |
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (164,011) | (179,737) | |
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | [1] | 363,763 | 544,337 |
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | [1] | 199,752 | 364,600 |
Non-cash transactions: | |||
Costs of solar power systems, leased, sourced from existing inventory | 21,640 | ||
Costs of solar power systems, leased, funded by liabilities | 5,166 | ||
Costs of solar power systems sourced from existing inventory | 21,173 | 0 | |
Costs of solar power systems funded by liabilities | 4,529 | 0 | |
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets | 0 | 15,580 | |
Property, plant and equipment acquisitions funded by liabilities | 22,560 | 15,954 | |
Transaction fees funded by liability related to the sale of equity method investment | 0 | 3,911 | |
Contractual obligations satisfied with inventory | 0 | 40,881 | |
Assumption of debt by buyer upon sale of equity interest | 0 | 27,321 | |
Right-of-use assets obtained in exchange for lease obligations | [2] | 94,805 | 0 |
Derecognition of financing obligations upon business divestiture | [3] | 590,884 | 0 |
Holdback related to business divestiture | [3] | $ 2,425 | $ 0 |
[1] | "Cash, cash equivalents, restricted cash and restricted cash equivalents" balance consisted of "cash and cash equivalents", "restricted cash and cash equivalents, current portion" and "restricted cash and cash equivalents, net of current portion" financial statement line items on the condensed consolidated balance sheets for the respective periods. | ||
[2] | Amounts for the six months ended June 30, 2019 include the transition adjustment for the adoption of ASC 842 | ||
[3] | See Note 4. |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Summary Of Significant Accounting Policies | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization SunPower Corporation (together with its subsidiaries, "SunPower," "we," "us," and "our") is a leading global energy company that delivers complete solar solutions to residential, commercial, and power plant customers worldwide through an array of hardware, software, and financing options and through solar power solutions, operations and maintenance ("O&M") services, and "Smart Energy" solutions. SunPower's Smart Energy initiative is designed to add layers of intelligent controls to homes, buildings and grids - all personalized through easy-to-use customer interfaces. Of all the solar cells commercially available to the mass market, we believe our solar cells have the highest solar power conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity. SunPower is a majority-owned subsidiary of Total Solar International SAS ("Total"), formerly Total Energies Nouvelles Activités USA, a subsidiary of Total S.A. ("Total S.A.") (see "Note 2 . Transactions with Total and Total S.A "). Liquidity Challenging industry conditions and a competitive environment extended throughout fiscal 2018 and into the first half of fiscal 2019. Our net cash used in operating activities continued to be negative in the second quarter of fiscal 2019 and is expected to continue to be so through the remainder of fiscal 2019, however, we expect to generate positive net total cash and cash equivalents in the second half of fiscal 2019. We believe that our total cash and cash equivalents, including cash expected to be generated from operations, will be sufficient to meet our obligations over the next 12 months from the date of the issuance of our financial statements. We have been successful in our ability to divest certain investments and non-core assets, such as the divestiture of our equity interest in 8point3 Energy Partners LP, the sale of certain assets and intellectual property related to the production of microinverters, the sale of membership interests in our Residential Lease Portfolio, and the sale of membership interests in our Commercial Sale-Leaseback Portfolio (Note 4. Business Divestiture ). Additionally, we have secured other sources of financing in connection with our liquidity needs, as well as realizing cash savings resulting from restructuring actions and cost reduction initiatives (Note 11. Debt and Credit Sources ). We continue to focus on improving our overall operating performance and liquidity, including managing cash flow and working capital. While we have not drawn on it, we also have the ability to enhance our available cash by borrowing up to $95.0 million under a revolving credit facility (the “Revolver”) with Credit Agricole Corporate and Investment Bank (“Credit Agricole”) pursuant to a Letter Agreement executed by us and Total S.A. on May 8, 2017 (the “Letter Agreement”) through August 26, 2019, the expiration date of the Letter Agreement. We are in discussions to either renew or replace the Revolver with a comparable facility. Although we have historically been able to generate liquidity, we cannot predict, with certainty, the outcome of our actions to generate liquidity as planned. Basis of Presentation and Preparation Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of SunPower and our wholly-owned subsidiaries, and have been prepared by us in accordance with generally accepted accounting principles in the United States ("United States" or "U.S.," and such accounting principles, "U.S. GAAP") for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 30, 2018 consolidated balance sheet data were derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2018, as filed with the Securities and Exchange Commission ("SEC") on February 13, 2019, but do not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended December 30, 2018. The operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for fiscal year 2019, or for any other future period. Certain prior period balances have been reclassified to conform to the current period presentation in our condensed consolidated financial statements and the accompanying notes. We have 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. Both fiscal 2019 and 2018 are 52-week fiscal years. The second quarter of fiscal 2019 ended on June 30, 2019, while the second quarter of fiscal 2018 ended on July 1, 2018. Management Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include revenue recognition, specifically the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; allowances for doubtful accounts receivable; recoverability of financing receivables related to residential leases; inventory and project asset write-downs; stock-based compensation; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; economic useful lives of property, plant and equipment, and intangible assets; fair value of investments, including an equity investment for which we apply the fair value option and other financial instruments; residual value of solar power systems, including those subject to residential operating leases; valuation of contingencies such as accrued warranty; the incremental borrowing rate used in discounting of lease liabilities; the fair value of indemnities provided to customers and other parties; and income taxes and tax valuation allowances. Actual results could materially differ from those estimates. Summary of Significant Accounting Policies Lease Accounting Effective December 31, 2018, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASC 842"). For additional information on the changes resulting from the new standard and the impact to our financial results on adoption, refer to the section Recently Adopted Accounting Pronouncements below. Arrangements with SunPower 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. We elected the practical expedient to combine our lease and related non-lease components for all our leases. 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. Sale-Leaseback Arrangements We enter into sale-leaseback arrangements under which solar power systems are sold to third parties and subsequently leased back by us over lease terms of up to 25 years. At the end of the lease term, we have the option to purchase the systems at fair value or may be required to remove the systems and return them to the third parties. We classify our sale-leaseback arrangements of solar power systems as operating leases or sales-type leases, in accordance with the underlying accounting guidance on leases. For all sale-leaseback arrangements classified as operating leases, the deferred profit on the sale of the underlying systems is recognized over the term of the lease. Sale-leaseback arrangements classified as sales-type leases or failed sale, are accounted for under the financing method, the proceeds received from the sale of the solar power systems are recorded by us as financing liabilities. The financing liabilities are subsequently reduced by our payments to lease back the solar power systems, less interest expense calculated based on our incremental borrowing rate adjusted to the rate required to prevent negative amortization. Refer Note 4, Business Divestiture , for details of the sale of our commercial sale-leaseback portfolio during the six months ended June 30, 2019. Arrangements with SunPower as a lessor Solar Services We offer solar services, in partnership with third-party financial institutions, which allows our residential customers to obtain continuous access to SunPower solar systems under contracts for terms of up to 20 years. Solar services revenue is primarily comprised of revenue from such contracts wherein we provide continuous access to an operating solar system to third parties. We begin to recognize revenue on solar services when permission to operate ("PTO") is given by the local utility company, the system is interconnected and operation commences. We recognize revenue evenly over the time that we satisfy our performance obligations over the initial term of the solar services contracts. Solar services contracts typically have an initial term of 20 years. After the initial contract term, our customers may request an extension of the term of the contract on prevailing market terms, or request to remove the system. Otherwise, the contract will automatically renew and continue on a month-to-month basis. We also apply for and receive Solar Renewable Energy Credits ("SRECs") associated with the energy generated by our solar energy systems and sell them to third parties in certain jurisdictions. SREC revenue is estimated net of any variable consideration related to possible liquidated damages if we were to deliver fewer SRECs than contractually committed, and is generally recognized upon delivery of the SRECs to the counterparty. We typically provide a system output performance warranty, separate from our standard solar panel product warranty, to our solar services customers. In connection with system output performance warranties, we agree to pay liquidated damages in the event the system does not perform to the stated specifications, with certain exclusions. 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 pay the customer an amount based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. Such liquidated damages represent a form of variable consideration and are estimated at contract inception and updated at each reporting period and recognized over time as customers receive and consume the benefits of the solar services. There are rebate programs offered by utilities in various jurisdictions and are issued directly to homeowners, based on the lease agreements, the homeowners assign these rights to rebate to us. These rights to rebate are considered non-cash consideration, measured based on the utilities' rebates from the installed solar panels on the homeowners' roofs and recognized over the lease term. We capitalize incremental costs incurred to obtain a contract in prepaid and other assets on the condensed consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the solar services contracts, and are included in cost of revenue in the consolidated statements of operations. Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board ("FASB") issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our consolidated financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under current GAAP ("ASC 840"). In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors , related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; The adoption of ASC 842 had a material impact on our condensed consolidated balance sheet as the standard requires us to recognize an ROU asset and lease liability on our condensed consolidated balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. Upon adoption, we made the following changes to our accounting policies: • Solar leases no longer meet the criteria for lease accounting as our contracts do not allow the customer to direct the use of the underlying solar system. Instead, we will now account for these arrangements as contracts with customers pursuant to ASC Topic 606 and recognize revenue ratably based on contractual lease cash flows over the lease term; • All operating lease arrangements, other than short term leases, are now recorded on the balance sheet as a ROU asset with a corresponding lease liability; Further, arrangements that involve the lease-back of solar systems sold to a financier will continue to be accounted for as a failed sale and result in the recording of a financing liability. Impact to Condensed Consolidated Financial Statements The below table shows the impact of adoption of ASC 842 on our condensed consolidated financial statements as of December 31, 2018: (In thousands) December 31, 2018 Adoption of ASC 842 December 31, 2018 Assets: Prepaid expenses and other current assets $ 131,183 $ (4,433 ) $ 126,750 Operating lease right-of-use assets — 81,525 81,525 Other long-term assets 162,033 (14,028 ) 148,005 Current Liabilities: Accrued liabilities 235,252 (2,455 ) 232,797 Operating lease liabilities — 11,499 11,499 Contract liabilities, current portion 104,130 (2,079 ) 102,051 Non-current liabilities: Operating lease liabilities, net of current portion — 70,132 70,132 Contract liabilities, net of current portion 99,509 (19,928 ) 79,581 Other long-term liabilities 839,136 (3,256 ) 835,880 Equity: Accumulated deficit $ (2,480,988 ) $ 9,151 $ (2,471,837 ) Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326) . Topic 326 requires measurement 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. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities , which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us n o later than the first quarter of fiscal 2 020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. We are evaluating the potential impact of this ASU on our consolidated financial statements and disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with early adoption permitted. We are evaluating the potential impact of this ASU on our consolidated financial statements and disclosures. |
Transactions with Total and Tot
Transactions with Total and Total S.A. | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Total and Total S.A. | TRANSACTIONS WITH TOTAL AND TOTAL S.A. In June 2011, Total completed a cash tender offer to acquire 60% of our then outstanding shares of common stock at a price of $23.25 per share, for a total cost of approximately $1.4 billion . In December 2011, we entered into a Private Placement Agreement with Total (the "Private Placement Agreement"), under which Total purchased, and we issued and sold, 18.6 million shares of our common stock for a purchase price of $8.80 per share, thereby increasing Total's ownership to approximately 66% of our outstanding common stock as of that date. As of June 30, 2019 , through the increase of our total outstanding common stock due to the exercise of warrants and issuance of restricted and performance stock units, Total's ownership of our outstanding common stock was approximately 55% . Supply Agreements In November 2016, we 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 (formally known as E-Series) panels with an option to purchase up to another 50 MW of P-Series solar panels. In March 2017, we received a prepayment totaling $88.5 million . The prepayment is secured by certain of our assets located in the United States and 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 2017, we started to supply Total with solar panels under the supply agreement and as of June 30, 2019 , we had $20.4 million of "contract liabilities, current portion" and $36.7 million of "contract liabilities, net of current portion" on our condensed consolidated balance sheets related to the aforementioned supply agreement (see Note 9 . Commitments and Contingencies "). In March 2018, we and Total, each through certain affiliates, entered into an agreement whereby we agreed to sell 3.42 MW of photovoltaic ("PV") modules to Total for a development project in Chile. This agreement provided for payment from Total in the amount of approximately $1.3 million , 10% of which was paid upon execution of the agreement. On January 7, 2019, we 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, we 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. Amended and Restated Credit Support Agreement In June 2016, we and Total S.A. entered into an Amended and Restated Credit Support Agreement (the "Credit Support Agreement"), which amended and restated the Credit Support Agreement dated April 28, 2011, by and between us and Total S.A., as amended. Under the Credit Support Agreement, Total S.A. agreed to enter into one or more guarantee agreements (each a "Guaranty") with banks providing letter of credit facilities to us. At any time prior to December 31, 2018, Total S.A. would, at our request, guarantee the payment to the applicable issuing bank of our obligation to reimburse a draw on a letter of credit and pay interest thereon in accordance with the letter of credit facility between such bank and us. Such letters of credit must have been issued no later than December 31, 2018 and expire no later than March 31, 2020. Total S.A. was required to issue and enter into a Guaranty requested by us, subject to certain terms and conditions. In addition, Total was not be required to enter into the Guaranty if, after giving effect to our request for a Guaranty, the sum of (a) the aggregate amount available to be drawn under all guaranteed letter of credit facilities, (b) the amount of letters of credit available to be issued under any guaranteed facility, and (c) the aggregate amount of draws (including accrued but unpaid interest) on any letters of credit issued under any guaranteed facility that have not yet been reimbursed by us, would have exceeded $500.0 million in the aggregate. Such maximum amounts of credit support available to us can be reduced upon the occurrence of specified events. In consideration for the commitments of Total S.A. pursuant to the Credit Support Agreement, we are required to pay Total S.A. a guaranty fee for each letter of credit that is the subject of a Guaranty under the Credit Support Agreement and was outstanding for all or part of the preceding calendar quarter. The Credit Support Agreement terminated on December 31, 2018. In addition to the Credit Support Agreement, we and Total S.A. entered into the Letter Agreement in May 2017 to facilitate the issuance by Total S.A. of one or more guaranties of our payment obligations of up to $100.0 million (the "Support Amount") under the Revolver; See "Note 11 . Debt and Credit Sources " for additional information on the Revolver. In consideration for the commitments of Total S.A. pursuant to the Letter Agreement, we are required to pay a guarantor commitment fee of 0.50% per annum for the unutilized Support Amount and a guaranty fee of 2.35% per annum of the Guaranty outstanding. The maturity date of the Letter Agreement is August 26, 2019. Affiliation Agreement We and Total have entered into an Affiliation Agreement that governs the relationship between Total and us (the "Affiliation Agreement"). Until the expiration of a standstill period specified in the Affiliation Agreement (the "Standstill Period"), and subject to certain exceptions, Total, Total S.A., and any of their respective affiliates and certain other related parties (collectively, the "Total Group") may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning our shares in excess of certain thresholds, or request us or our independent directors, officers or employees, to amend or waive any of the standstill restrictions applicable to the Total Group. The Standstill Period ends when Total holds less than 15% ownership of us. The Affiliation Agreement imposes certain limitations on the Total Group's ability to seek to effect a tender offer or merger to acquire 100% of the outstanding voting power of us and imposes certain limitations on the Total Group's ability to transfer 40% or more of the outstanding shares or voting power of us to a single person or group that is not a direct or indirect subsidiary of Total S.A. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to our Board of Directors. The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by us, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes certain restrictions with respect to the ability of us and our board of directors to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. Research & Collaboration Agreement We and Total have entered into a Research & Collaboration Agreement (the "R&D Agreement") that establishes a framework under which the parties engage in long-term research and development collaboration ("R&D Collaboration"). The R&D Collaboration encompasses a number of different projects, with a focus on advancing our technology position in the crystalline silicon domain, as well as ensuring our industrial competitiveness. The R&D Agreement enables a joint committee to identify, plan and manage the R&D Collaboration. Upfront Warrant In February 2012, we issued a warrant (the "Upfront Warrant") to Total S.A. to purchase 9,531,677 shares of our common stock with an exercise price of $7.8685 , subject to adjustment for customary anti-dilution and other events. The Upfront Warrant, which was governed by a Private Placement Agreement and a Compensation and Funding Agreement, dated February 28, 2012, as amended, was exercisable at any time for seven years after its issuance, provided that, so long as at least $25.0 million in aggregate of our convertible debt remains outstanding, such exercise would not cause any "person," including Total S.A., to, directly or indirectly, including through one or more wholly-owned subsidiaries, become the "beneficial owner" (as such terms are defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended) (the "Exchange Act"), of more than 74.99% of the voting power of our common stock at such time, a circumstance which would trigger the repurchase or conversion of our existing convertible debt. The Upfront Warrant expired by its terms on February 27, 2019. 0.75% Debentures Due 2018 In May 2013, we issued $300.0 million in principal amount of the 0.75% debentures due 2018. An aggregate principal amount of $200.0 million of the 0.75% debentures due 2018 were acquired by Total. The 0.75% debentures due 2018 were convertible into shares of our common stock at any time based on an initial conversion price equal to $24.95 per share, which provided Total the right to acquire up to 8,017,420 shares of our common stock. The applicable conversion rate could adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.75% debentures due 2018. On June 1, 2018, the 0.75% senior convertible debentures due 2018 were redeemed at maturity with proceeds from the Term Credit Agreement (the “Term Credit Agreement”) with Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and as of that date were no longer issued or outstanding. On June 19, 2018 , we completed the divestiture of our equity interest in the 8point3 Group, and received, after the payment of fees and expenses, merger proceeds of approximately $359.9 million in cash. Immediately following the transaction, we repaid our loan under the Term Credit Agreement in full with the proceeds of the divestiture, retaining the excess proceeds. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% senior convertible debentures due 2021 (the " 0.875% debentures due 2021"). An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 were acquired by Total. The 0.875% debentures due 2021 are convertible into shares of our common stock at any time based on an initial conversion price equal to $48.76 per share, which provides Total the right to acquire up to 5,126,775 shares of our common stock. The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% senior convertible debentures due 2023 (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 4.00% debentures due 2023 are convertible into shares of our common stock at any time based on an initial conversion price equal to $30.53 per share, which provides Total the right to acquire up to 3,275,680 shares of our common stock. The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. Joint Solar Projects with Total and its Affiliates We enter into various EPC and O&M agreements relating to solar projects, including EPC and O&M services agreements relating to projects owned or partially owned by Total and its affiliates. As of June 30, 2019, we had an insignificant amount of "Contract assets" and $8.5 million of "Accounts receivable, net" on our Condensed Consolidated Balance Sheets related to projects in which Total and its affiliates have a direct or indirect material interest. In connection with a co-development solar project among us, Total, and an independent third-party, we sold 25% of our ownership interests in the co-development solar project to Total. The amount received from Total was immaterial in fiscal 2018. We intend to sell an additional 25% of its ownership interest to Total in 2019 and will supply PV in late 2019 to the solar project. In connection with a co-development solar project between us and Total, we paid $0.5 million to Total for development fees for the three months ended April 1, 2018. Related-Party Transactions with Total and its Affiliates: The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 10. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 8,528 $ 3,823 Contract assets 21 18 Contract liabilities, current portion 1 20,402 18,408 Contract liabilities, net of current portion 1 36,701 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Revenue: Solar power systems, components, and other $ 6,641 $ 5,369 $ 12,684 $ 18,099 Cost of revenue: Solar power systems, components, and other 5,032 5,638 9,374 9,188 Research and development expense: Offsetting contributions received under the R&D Agreement — (50 ) — (87 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 93 1,376 244 2,783 Interest expense incurred on the 0.75% debentures due 2018 — 172 — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,094 1,094 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 2,000 2,000 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables represent disaggregated revenue from contracts with customers for the three and six months ended June 30, 2019 and July 1, 2018 along with the reportable segment for each category: Three Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Module and component sales $ 113,805 $ 141,123 $ 143,707 $ 117,545 $ 257,512 $ 258,668 Solar power systems sales and EPC services 110,749 38,290 47,304 46,065 158,053 84,355 Operations and maintenance — — 11,276 10,757 11,276 10,757 Residential leasing — — 1,676 95,317 1,676 95,317 Solar services 1 — — 7,764 — 7,764 — Net Revenue 224,554 179,413 211,727 269,684 436,281 449,097 Six Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Module and component sales $ 193,328 $ 249,788 $ 259,363 $ 232,387 $ 452,691 $ 482,175 Solar power systems sales and EPC services 201,230 74,586 93,842 103,918 295,072 178,504 Operations and maintenance — — 20,520 21,961 20,520 21,961 Residential leasing — — 5,560 158,345 5,560 158,345 Solar services 1 — — 10,663 — 10,663 — Revenue 394,558 324,374 389,948 516,611 784,506 840,985 1 Upon adoption of ASC 842, revenues from residential leasing are being accounted for under ASC 606 and recorded under 'Solar services' (see Note 1) 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, and we recognize revenue for operations and maintenance and solar services over the term of the service period. For engineering, procurement and construction ("EPC") revenue and solar power systems sales, we commence recognizing revenue when control of the underlying system transfers to the customer and continue recognizing revenue over time as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known. For contracts with post-installation systems monitoring and maintenance, we recognize revenue related to systems monitoring and maintenance over the non-cancellable contract term on a straight-line basis. Changes in estimates for sales of systems and EPC services occur for a variety of reasons, including but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in our condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and six months ended June 30, 2019 and July 1, 2018 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $1.0 million during the periods were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. Three Months Ended Six Months Ended (In thousands, except number of projects) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Increase (decrease) in revenue from net changes in transaction prices $ — $ (4,639 ) $ (3,301 ) $ (4,639 ) Increase (decrease) in revenue from net changes in input cost estimates — (10,876 ) 2,410 (9,165 ) Net increase (decrease) in revenue from net changes in estimates $ — $ (15,515 ) $ (891 ) $ (13,804 ) Number of projects 0 3 1 4 Net change in estimate as a percentage of aggregate revenue for associated projects — % (17.9 )% (11.3 )% (4.2 )% Contract Assets and Liabilities Contract assets consist of (i) retainage which represents the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met; and (ii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for long-term construction contracts. 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. Refer to "Note 5 . Balance Sheet Components " for further details. During the three and six months ended June 30, 2019 , the decrease in contract assets of $5.7 million and $7.4 million was primarily driven by billings for commercial projects where certain milestones had been reached. During the three and six months ended July 1, 2018, the increase in contract assets of $11.8 million and $35.4 million was primarily driven by unbilled receivables for commercial projects where certain milestones had not yet been reached, but the criteria to recognize revenue had been met. During the three months ended June 30, 2019 , the increase in contract liabilities of $17.4 million was primarily due to addition of customer advances. During the six months ended June 30, 2019 , the decrease in contract liabilities of $18.6 million was primarily due to utilization of customer advances, reclassification of contract liabilities related to sale-leaseback arrangements to lease liabilities, and adjustment for a portion of deferred profit on sale-leaseback arrangements to retained earnings, upon adoption of ASC 842. During the three and six months ended July 1, 2018 , the decrease in contract liabilities of $2.8 million and $35.9 million , respectively, was primarily due to the attainment of milestones billings for a variety of projects. During the three months ended June 30, 2019 , we recognized revenue of $29.6 million that was included in contract liabilities as of March 31, 2019. During the six months ended June 30, 2019, we recognized $41.6 million that was included in contract liabilities as of December 30, 2018. During the three months ended July 1, 2018, the Company recognized revenue of $53.0 million that was included in contract liabilities as of April 1, 2018. During the six months ended July 1, 2018, the Company recognized revenue of $91.6 million that was included in contract liabilities as of December 31, 2017. The following table represents our remaining performance obligations as of June 30, 2019 for our sales of projects under sales contracts subject to conditions precedent, and EPC agreements for developed projects that we are constructing or expect to construct. We expect to recognize $172.2 million of revenue for such contracts upon transfer of control of the projects. Project Revenue Category EPC Contract/Partner Developed Project Expected Year Revenue Recognition Will Be Completed Percentage of Revenue Recognized 1 Various Distribution Generation Projects Solar power systems sales and EPC services Various 2020 70.4% 1 Denotes average percentage of revenue recognized. As of June 30, 2019 , we entered into contracts with customers for sales of modules and components for an aggregate transaction price of $420.9 million , the substantial majority of which we expect to recognize as revenue in the second half of fiscal 2019. As of June 30, 2019 , we had entered into O&M contracts of utility-scale PV solar power systems. We expect to recognize $117.8 million of revenue over the service period for solar services contracts entered into as of June 30, 2019. We expect to recognize $11.3 million |
Business Divestiture
Business Divestiture | 6 Months Ended |
Jun. 30, 2019 | |
Sale-Leaseback [Abstract] | |
Business Divestiture | DIVESTITURE Sale of Commercial Sale-Leaseback Portfolio We entered into sale-leaseback arrangements under which solar power systems were sold to third parties and subsequently leased back by us over lease terms of up to 25 years. Separately, we entered into sales of energy under power purchase agreements ("PPAs") with end customers, who host the leased solar power systems and buy the electricity directly from us under PPAs with terms of up to 25 years. At the end of the lease term, we have the option to purchase the systems at fair value or may be required to remove the systems and return them to the third parties. On March 26, 2019, we and our wholly-owned subsidiary entered into a Membership Interest Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with a wholly-owned subsidiary of Goldman Sachs Renewable Power LLC. Pursuant to the Purchase and Sale Agreement, we agreed to sell, in exchange for cash consideration of up to $86.9 million , membership interests owned by us in certain holding company subsidiaries (the “HoldCos”) that, in turn, own, directly or indirectly, the membership interests in one or more limited liability companies (together with other related subsidiaries, the “Related Subsidiaries”) that own leasehold interests in operating solar photovoltaic electric generating projects (the “Projects”) subject to sale-leaseback financing arrangements with one or more financiers (each a "Lessor"). The Projects are located at approximately 200 sites across the United States, and represent in aggregate, approximately 233 MW of generating capacity. The portfolio of Projects financed by each Lessor represents a separate asset (a “Portfolio”) for which the price is separately agreed and stated in the Purchase and Sale Agreement. Upon the sale of the applicable membership interests, the related assets have been deconsolidated from the Company's balance sheet. As of March 31, 2019 , we completed the sale of one such Portfolio for consideration of $7.6 million in cash, net of fees, expenses, and holdback amounts pertaining to certain retained obligations. As of June 30, 2019 , we completed the sale of the remaining five portfolios for total consideration of $73.7 million in cash, net of fees, expenses, and holdback amounts pertaining to certain retained obligations. In evaluating the accounting treatment for this transaction, we concluded that collectively, the Portfolios meet the definition of a business. In connection with the sale transaction, we recognized a total gain of $137.3 million and $143.4 million , which is included within "gain on business divestiture" in our condensed consolidated statements of operations for the three and six months ended June 30, 2019 , respectively. We have also incurred approximately $1.2 million of transaction costs related to the above transactions, which were expensed as incurred. The assets and liabilities of the portfolios sold were as follows: (In thousands) Restricted cash and cash equivalents, current portion $ 43,641 Accounts receivable, net 7,959 Prepaid expenses and other current assets 957 Restricted cash and cash equivalents, net of current portion 1,746 Operating lease right-of-use assets 46,109 Property, plant and equipment 477,816 Total assets 578,228 Accounts payable 1,071 Accrued Liabilities 1,641 Operating lease liabilities, current 2,443 Operating lease liabilities, non-current 38,803 Other long-term liabilities 1 600,675 Total liabilities 644,633 Net liabilities sold $ (66,405 ) 1 Constitutes the financing liability on sale-lease arrangements on the property, plant and equipment sold. Net gain on sale is presented in the following table: Six months ended (In thousands) June 30, 2019 Cash received from sale $ 81,262 Other intangible assets 3,000 Net liabilities sold 66,405 Holdback receivables 2,425 Net retained obligations (9,692 ) Net gain on sale $ 143,400 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable, gross 1,2 $ 233,858 $ 193,980 Less: allowance for doubtful accounts (21,075 ) (16,906 ) Less: allowance for sales returns (862 ) (1,469 ) Accounts receivable, net $ 211,921 $ 175,605 1 In December 2018 and May 2019, we entered into factoring arrangements with two separate third-party vendors related to our accounts receivable balances for customers in Europe. We have accounted for both arrangements as a sale of financial assets as effective control over these financial assets have been surrendered and they are therefore excluded from our condensed consolidated balance sheets. During the three and six months ended June 30, 2019, sales proceeds from the factoring of these accounts receivable balances amounted to $23.4 million and $44.3 million , respectively. As of June 30, 2019 and December 30, 2018, total uncollected accounts receivable from the end customers under both arrangements were $11.9 million and $21.0 million , respectively. 2 We have a lien on accounts receivable of $61.1 million out of our consolidated accounts receivable, gross, as of June 30, 2019 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. Inventories As of (In thousands) June 30, 2019 December 30, 2018 Raw materials $ 67,290 $ 58,378 Work-in-process 86,097 86,639 Finished goods 197,188 163,129 Inventories 1 $ 350,575 $ 308,146 1 We have a lien on gross inventory of $159.7 million as of June 30, 2019 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. Prepaid Expenses and Other Current Assets As of (In thousands) June 30, 2019 December 30, 2018 Deferred project costs $ 29,287 $ 30,394 VAT receivables, current portion 8,427 9,506 Deferred costs for solar power systems 12,935 17,805 Derivative financial instruments 709 729 Other receivables 45,881 48,062 Prepaid taxes — 853 Other prepaid expenses 16,397 23,568 Other current assets 112 266 Prepaid expenses and other current assets $ 113,748 $ 131,183 Property, Plant and Equipment, Net As of (In thousands) June 30, 2019 December 30, 2018 Manufacturing equipment $ 109,670 $ 112,904 Land and buildings 161,393 161,299 Leasehold improvements 119,728 119,597 Solar power systems 1 94,072 544,139 Computer equipment 96,735 98,274 Furniture and fixtures 10,626 10,594 Construction-in-process 49,720 9,678 Property, plant and equipment, gross 641,944 1,056,485 Less: accumulated depreciation (207,933 ) (216,614 ) Property, plant and equipment, net $ 434,011 $ 839,871 1 As a result of ASC 842 adoption, all of our residential lease arrangements entered into on or after December 31, 2018 are outside of the scope of ASC 842 guidance and will be accounted for as service contracts with customers in accordance with ASC 606. The related assets are recorded as solar power systems within "Property, plant and equipment, net" as of June 30, 2019. Property, Plant and Equipment, Net, by Geography As of (In thousands) June 30, 2019 December 30, 2018 United States $ 157,905 $ 575,451 Philippines 97,801 104,639 Malaysia 145,910 126,056 Mexico 20,924 21,566 Europe 11,395 12,043 Other 76 116 Property, plant and equipment, net, by geography 1 $ 434,011 $ 839,871 1 Property, plant and equipment, net, by geography is based on the physical location of the assets. Other Long-term Assets As of (In thousands) June 30, 2019 December 30, 2018 Equity investments with readily determinable fair value $ 136,725 $ 36,225 Equity investments without readily determinable fair value 8,808 8,810 Equity investment with fair value option 19,454 8,831 Equity method investments 35,045 34,828 Other 61,312 73,339 Other long-term assets $ 261,344 $ 162,033 Accrued Liabilities As of (In thousands) June 30, 2019 December 30, 2018 Employee compensation and employee benefits $ 36,065 $ 44,337 Deferred revenue 1 306 4,251 Interest payable 10,128 11,786 Short-term warranty reserves 41,703 38,161 Restructuring reserve 2,690 6,310 VAT payables 8,562 8,325 Derivative financial instruments 1,076 1,161 Legal expenses 13,163 12,442 Taxes payable 20,537 19,146 Liability due to supply agreement 29,329 28,045 Other 28,853 61,288 Accrued liabilities $ 192,412 $ 235,252 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. Other Long-term Liabilities As of (In thousands) June 30, 2019 December 30, 2018 Deferred revenue 1 $ 42,295 $ 55,764 Long-term warranty reserves 117,221 134,105 Long-term sale-leaseback financing — 583,418 Unrecognized tax benefits 18,328 16,815 Long-term pension liability 2,841 2,567 Derivative financial instruments 1,193 152 Long-term liability due to supply agreement 26,804 28,198 Other 19,567 18,117 Other long-term liabilities $ 228,249 $ 839,136 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. Accumulated Other Comprehensive Loss As of (In thousands) June 30, 2019 December 30, 2018 Cumulative translation adjustment $ (10,331 ) $ (11,121 ) Net unrealized loss on derivatives (860 ) (145 ) Net gain on long-term pension liability adjustment 7,066 7,066 Deferred taxes 240 50 Accumulated other comprehensive loss $ (3,885 ) $ (4,150 ) |
Solar Service
Solar Service | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Solar Services | SOLAR SERVICES Upon adoption of ASC 842 on December 31, 2018, all arrangements under our residential lease program entered into on or after December 31, 2018 will be accounted for as contracts with customers in accordance with ASC 606. Refer to Note 1 for the impact of the adoption of ASC 842 on our financial statements and accounting policies. The disclosure below relates to the residential lease arrangements entered into before December 31, 2018, which we continue to retain and are accounted for in accordance with the superseded lease accounting guidance. Operating Leases The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on our condensed consolidated balance sheets as of June 30, 2019 and December 30, 2018 : As of (In thousands) June 30, 2019 December 30, 2018 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 136,592 $ 139,343 Solar power systems to be leased — 12,158 136,592 151,501 Less: accumulated depreciation and impairment 2 (64,275 ) (58,944 ) Solar power systems leased and to be leased, net $ 72,317 $ 92,557 1 Solar power systems leased and to be leased, net, are physically located exclusively in the United States. 2 For the three and six months ended June 30, 2019 , we recognized a non-cash impairment charge of $0.0 million and $4.0 million , respectively, on solar power systems leased and to be leased. The following table presents our minimum future rental receipts on operating leases placed in service as of June 30, 2019 : (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 623 $ 1,197 $ 1,201 $ 1,206 $ 1,211 $ 18,726 $ 24,164 1 Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. Sales-Type Leases As of June 30, 2019 and December 30, 2018 , our net investment in sales-type leases presented within "accounts receivable, net" and "long-term financing receivables, net" on our condensed consolidated balance sheets was as follows: As of (In thousands) June 30, 2019 December 30, 2018 Financing receivables, held for sale: Minimum lease payments receivable $ 44,876 $ 43,939 Unguaranteed residual value 4,659 4,450 Unearned income (9,008 ) (8,859 ) Allowance for estimated losses (20,968 ) (18,656 ) Net financing receivables, held for sale $ 19,559 $ 20,874 Net financing receivables - current, held for sale $ 1,171 $ 1,282 Net financing receivables - non-current, held for sale $ 18,388 $ 19,592 As of June 30, 2019 , future maturities of net financing receivables for sales-type leases were as follows: (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Scheduled maturities of minimum lease payments receivable 1 $ 1,131 $ 2,215 $ 2,225 $ 2,234 $ 2,245 $ 34,826 $ 44,876 1 Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. Impairment of Residential Lease Assets On November 5, 2018, we sold 49% of our membership interest in SunStrong Capital Holdings LLC (“SunStrong”), formerly our wholly owned subsidiary that historically held and controlled the assets and liabilities comprising our residential lease business. Following the closing, we deconsolidated certain entities involved in our residential lease portfolio and retained membership units representing a 51% membership interest in SunStrong. We continue to retain certain residential assets subject to leasing arrangements on our condensed consolidated balance sheet as of June 30, 2019 , which we expect to sell in fiscal 2019, and these assets have been tested for impairment as described below. We evaluate our long-lived assets, including property, plant and equipment, solar power systems leased and to be leased, and other intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. 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. Our impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, it records an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally measured based on either quoted market prices, if available, or discounted cash flow analysis. Financing receivables are generated by solar power systems leased to residential customers under sales-type leases. Financing receivables represent gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term and the system's estimated residual value, net of unearned income and allowance for estimated losses. Our evaluation of the recoverability of these financing receivables is based on evaluation of the likelihood, based on current information and events, and whether we will be able to collect all amounts due according to the contractual terms of the underlying lease agreements. In accordance with this evaluation, we recognize an allowance for losses on financing receivables based on our estimate of the amount equal to the probable losses net of recoveries. The combination of the leased solar power systems discussed in the preceding paragraph together with the lease financing receivables is referred to as the "Residential Lease Portfolio." We performed a recoverability test for assets in the Residential Lease Portfolio by estimating future undiscounted net cash flows expected to be generated by the assets, based on our own specific alternative courses of action under consideration. The alternative courses were either to sell or refinance the assets, or hold the assets until the end of their previously estimated useful lives. Upon consideration of the alternatives, we determined that market value, in the form of indicative purchase price from a third-party investor was available for a portion of our Residential Lease Portfolio, represented by net assets related to projects financed by a tax equity investor. As we intend to sell these assets in fiscal 2019, we used the indicative purchase price from a third-party investor as fair value of the underlying net assets in our impairment evaluation. In accordance with the impairment evaluation, we recognized a non-cash impairment charge of $18.6 million and $27.8 million included in "impairment of residential lease assets" on the condensed consolidated statement of operations for the three and six months ended June 30, 2019 , respectively. We recognized a non-cash impairment charge of $68.3 million and $117.4 million as "impairment of residential lease assets" on the consolidated statement of operations for the three and six months ended July 1, 2018, respectively. Due to the fact that the Residential Lease Portfolio assets are held in a partnership flip structure with noncontrolling interests, we allocated a portion of the impairment charge related to such noncontrolling interests through the hypothetical liquidation at book value ("HLBV") method. The allocation method applied to the noncontrolling interests and redeemable noncontrolling interests resulted in a net gain of $0.5 million and $1.3 million for the three and six months ended June 30, 2019 . This allocation resulted in an additional net loss attributable to noncontrolling interests and redeemable controlling interests of $13.8 million and $13.9 million for the three and six months ended July 1, 2018 , respectively. As a result, the net impairment charges attributable to our stockholders totaled $18.1 million and $26.6 million for the three and six months ended June 30, 2019 , respectively. The net impairment charges attributable to our stockholders totaled $54.5 million and $103.5 million for the three and six months ended and July 1, 2018 , respectively. These were recorded within the SunPower Energy Services Segment. The impairment evaluation requires us to make assumptions and to apply judgment to estimate future cash flows and assumptions. If actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, and if and when a divestiture transaction occurs, the details and timing of which are subject to change as the final terms are negotiated between us and the intended purchaser, we may be exposed to additional impairment charges in the future, which could be material to the results of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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 any presented period. The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2019 and December 30, 2018 : June 30, 2019 December 30, 2018 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Prepaid expenses and other current assets: Derivative financial instruments (Note 12) $ 709 $ — $ 709 $ — $ 729 $ — $ 729 $ — Other long-term assets: Equity investment (Note 10) 19,454 19,454 — — 8,831 8,831 — — Marketable equity investments (Note 10) 136,725 — — 136,725 36,225 — — 36,225 Total assets $ 156,888 $ 19,454 $ 709 $ 136,725 $ 45,785 $ 8,831 $ 729 $ 36,225 Liabilities Accrued liabilities: Derivative financial instruments (Note 12) $ 1,027 $ — $ 1,027 $ — $ 1,161 $ — $ 1,161 $ — Other long-term liabilities: Derivative financial instruments (Note 12) 376 — 376 — 152 152 — Total liabilities $ 1,403 $ — $ 1,403 $ — $ 1,313 $ — $ 1,313 $ — We have elected the fair value option ("FVO") in accordance with the guidance in ASC 825, for our investment in the SunStrong joint venture and SunStrong Partners, to mitigate volatility in reported earnings that results from the use of different measurement attributes (see Note 10). We initially computed the fair value for our investment consistent with the methodology and assumptions that market participants would use in their estimates of fair value with the assistance of a third-party valuation specialist. The fair value computation is updated on a quarterly basis. The investment is classified within Level 3 in the fair value hierarchy because we estimate the fair value of the investment using the income approach based on the discounted cash flow method which considered estimated future financial performance, including assumptions for, among others, forecasted contractual lease income, lease expenses, residual value of these lease assets and long-term discount rates, and forecasted default rates over the lease term and discount rates, some of which require significant judgment by management and are not based on observable inputs. Other financial assets and liabilities, including our accounts receivable, accounts payable and accrued liabilities, are carried at cost, which generally approximates fair value due to the short-term nature of these financial assets and liabilities. 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, and other intangible assets) 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 June 30, 2019 and December 30, 2018 , there were no such items recorded at fair value, with the exception of our residential lease assets (see "Note 6 . Solar Services "). 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 long-term marketable securities" on our condensed consolidated balance sheets. As of June 30, 2019 and December 30, 2018 , these bonds had a carrying value of $6.1 million and $6.0 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 any periods presented. The held-to-maturity debt securities were categorized in Level 2 of the fair value hierarchy. Equity Investments The following discusses our marketable equity investments, non-marketable equity investments and equity method investments. See Note 10. Equity Investments . Marketable Equity Investments In connection with the divestment of our microinverter business to Enphase on August 9, 2018, we received 7.5 million shares of Enphase common stock (NASDAQ: ENPH). The common stock received was recorded as an equity investment with readily determinable fair value (Level 1), with changes in fair value recognized in net income in accordance with ASU 2016-01. For the three and six months ended June 30, 2019, we recorded unrealized gains of $67.5 million and $100.5 million unrealized gain, respectively, within "other, net" in our condensed consolidated statement of operations. Non-Marketable Equity Investments Our non-marketable equity investments are securities in privately-held companies without readily determinable market values. Prior to January 1, 2018, we accounted for the non-marketable equity investments at cost less impairment. 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. Non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the value based on valuation methods using a combination of observable and unobservable inputs including valuation ascribed to the issuing company in subsequent financing rounds, volatility in the results of operations of the issuers and rights and obligations of the securities we hold. As of June 30, 2019 and December 30, 2018 , we had $19.5 million and $8.8 million , respectively, 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" on our condensed 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 subsequent financing rounds, decreases in quoted market prices, and declines in the results of operations of the issuer. As of June 30, 2019 and December 30, 2018 , we had $35.0 million and $34.8 million , respectively, in investments accounted for under the equity method (see "Note 10 . Equity Investments "). |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING February 2018 Restructuring Plan During the first quarter of fiscal 2018, we adopted a restructuring plan and began implementing initiatives to reduce operating expenses and cost of revenue overhead in light of the known shorter-term impact of U.S. tariffs imposed on PV solar cells and modules pursuant to Section 201 of the Trade Act of 1974 and our broader initiatives to control costs and improve cash flow. In connection with the plan, we expected between 150 and 250 non-manufacturing employees to be affected, representing approximately 3% of our global workforce, with a portion of those employees exiting from us as part of a voluntary departure program. The changes to our workforce varied by country, based on local legal requirements and consultations with employee works councils and other employee representatives, as appropriate. We expected to incur restructuring charges totaling between $20 million to $30 million , consisting primarily of severance benefits (between $11 million and $16 million ) and real estate lease termination and other associated costs (between $9 million and $14 million ). We expected between $12 million and $20 million of the charges to be paid in cash. This restructuring plan is substantially complete as of June 30, 2019, and we expect to incur immaterial incremental costs by the end of fiscal 2019. Cumulative costs incurred were $14.2 million as of June 30, 2019 . Legacy Restructuring Plans Prior to fiscal 2018, we implemented approved restructuring plans, related to all segments, to reduce costs and focus on improving cash flow, to realign our legacy power plant business unit, to align with changes in the global solar market, as well as actions to accelerate operating cost reduction and improve overall operating efficiency. These restructuring activities were substantially complete as of December 30, 2018, and any remaining costs to be incurred are not expected to be material. Cumulative costs incurred were $376.7 million as of June 30, 2019 . The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Six Months Ended (In thousands) June 30, 2019 July 1, 2018 Cumulative To Date February 2018 Restructuring Plan: Non-cash asset impairment charges $ 2,346 $ — $ 2,346 Severance and benefits $ (382 ) $ 10,493 $ 11,748 Other costs (benefits) 1 (122 ) 340 135 Total February 2018 Restructuring Plan 1,842 10,833 14,229 Legacy Restructuring Plans: Non-cash impairment charges — — 228,184 Severance and benefits (3 ) 837 100,719 Lease and related termination costs — 6 8,085 Other costs (benefits) 1 (51 ) 3,005 39,742 Total Legacy Plan (54 ) 3,848 376,730 Total restructuring charges $ 1,788 $ 14,681 $ 390,959 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. The following table summarizes the restructuring reserve activities during the six months ended June 30, 2019: Six Months Ended (In thousands) December 30, 2018 Charges (Benefits) (Payments) Recoveries June 30, 2019 February 2018 Restructuring Plan: Non-cash asset impairment charges $ — $ 2,346 $ — $ — Severance and benefits $ 5,449 $ (382 ) $ (2,975 ) $ 2,092 Other costs 1 — (122 ) 122 — Total February 2018 Restructuring Plan 5,449 1,842 (2,853 ) 2,092 Legacy Restructuring Plans 861 (54 ) (209 ) 598 Total restructuring reserve activities $ 6,310 $ 1,788 $ (3,062 ) $ 2,690 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Facility and Equipment Leases We lease certain facilities under non-cancellable operating leases from third parties. We also lease certain buildings under non-cancellable capital leases. Operating leases are subject to renewal options for periods ranging from 1 year to 10 years . 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 asset such that the assets of 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: Three Months Ended Six Months Ended (In thousands) June 30, 2019 June 30, 2019 Operating leases: Operating lease expense $ 3,365 $ 8,253 Sublease loss (income) 24 (310 ) Rent expense $ 3,389 $ 7,943 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,558 8,068 Right-of-use assets obtained in exchange for lease obligations 13,280 94,805 Weighted-average remaining lease term (in years) - operating leases 7.8 7.8 Weighted-average discount rate - operating leases 9 % 9 % The future minimum lease payments to be paid under non-cancellable leases in effect at June 30, 2019 , are as follows (in thousands): As of June 30, 2019 Operating leases 2019 (remaining six months) $ 5,770 2020 10,613 2021 10,206 2022 8,729 2023 8,676 Thereafter 24,998 Total lease payments 68,992 Less: imputed interest (21,733 ) Total $ 47,259 As of June 30, 2019, we have additional operating leases that have not yet commenced with future minimum lease payments amounting to $30.4 million . These operating leases will commence in the third quarter of fiscal 2019 with lease terms ranging from 1 year to 18 years . 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 some of our non-consolidated investees, for the procurement of polysilicon, ingots, and wafers, as well as certain module-level power electronics and related equipment, which specify future quantities and pricing of products to be supplied by three 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 agreements as of June 30, 2019 are as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total 1 Future purchase obligations $ 283,379 $ 375,814 $ 38,684 $ 35,972 $ 33,148 $ 6,791 $ 773,788 1 Total future purchase obligations were composed of $196.4 million related to non-cancellable purchase orders and $577.4 million related to long-term supply 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, 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, some of which 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 June 30, 2019 and December 30, 2018 , advances to suppliers totaled $146.8 million and $171.6 million , respectively, of which $83.9 million and $37.9 million , respectively, is classified as Advances to suppliers, current portion on our condensed consolidated balance sheets. One supplier accounted for 100% and 99.6% of total advances to suppliers as of June 30, 2019 and December 30, 2018 , respectively. 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 condensed consolidated balance sheets as of June 30, 2019 is as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Estimated utilization of advances from customers $ 44,763 $ 20,658 $ 26,087 $ — $ — $ — $ 91,508 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 or upon completion of certain project milestones. In November 2016, we and Total entered into a four-year, up to 200-MW supply agreement to support the solarization of Total facilities (see "Note 2 . Transactions with Total and Total S.A. "); in March 2017, we received a prepayment totaling $88.5 million . As of June 30, 2019 , the advance payment from Total was $57.1 million , of which $20.4 million was classified as short-term on our condensed consolidated balance sheets, based on projected shipment dates. Product Warranties The following table summarizes accrued warranty activities for the three and six months ended June 30, 2019 and July 1, 2018: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Balance at the beginning of the period $ 163,204 $ 179,169 $ 172,266 $ 181,303 Accruals for warranties issued during the period 13,427 3,662 18,048 7,500 Settlements and adjustments during the period (17,707 ) (6,046 ) (31,390 ) (12,018 ) Balance at the end of the period $ 158,924 $ 176,785 $ 158,924 $ 176,785 In some cases, we may offer customers the option to purchase extended warranties to ensure protection beyond the standard warranty period. In those circumstances, the warranty is a distinct service and we account for the extended warranty as a performance obligation and allocates a portion of the transaction price to that performance obligation. More frequently, customers do not purchase a warranty separately. In those situations, we account for the warranty as an assurance-type warranty, which provides customers with assurance that the product complies with agreed-upon specifications, and this does not represent a separate performance obligation. Project Agreements with Customers Project agreements entered into with our commercial and power plant customers often require us to undertake obligations including: (i) system output performance warranties, (ii) penalty payments or customer termination rights if the system we are constructing is not commissioned within specified time frames or other milestones are not achieved, and (iii) system put-rights whereby we could be required to buy back a customer's system at fair value on specified future dates if certain minimum performance thresholds are not met for specified periods. Historically, our systems have performed significantly above their performance warranty thresholds, and there have been no cases in which we have had to buy back a system. As of June 30, 2019 and December 30, 2018 , we had $4.9 million and $3.3 million , respectively, classified as "accrued liabilities," and $6.7 million and $6.5 million , respectively, classified as "other long-term liabilities" on our condensed consolidated balance sheets for such obligations. Future Financing Commitments We are required to provide certain funding under agreements with unconsolidated investees, subject to certain conditions (see "Note 10 . Equity Investments "). As of June 30, 2019 , we have future financing obligations related to these agreements as follows: (In thousands) Amount Year: 2019 (remaining six months) $ 940 2020 2,900 $ 3,840 Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $18.3 million and $16.8 million as of June 30, 2019 and December 30, 2018 , respectively. These amounts are included within "other long-term liabilities" on our condensed consolidated balance sheets in their respective periods 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. Indemnifications We are a party to a variety of agreements under which we may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax related matters including indemnification to customers under Section 48(c) of the Internal Revenue Code of 1986, as amended, regarding solar commercial investment tax credits ("ITCs") and U.S. Treasury Department ("U.S. Treasury") cash grant payments under Section 1603 of the American Recovery and Reinvestment Act (each a "Cash Grant"). In each of these circumstances, payment by us is typically subject to the other party making a claim to us that is contemplated by and valid under the indemnification provisions of the particular contract, which provisions are typically contract-specific, as well as bringing the claim under the procedures specified in the particular contract. These procedures usually allow us to challenge the other party's claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of activity (typically to replace or correct the products or terminate the agreement with a refund to the other party), duration or amount. In some instances, we may have recourse against third parties or insurance covering certain payments made by us. In certain circumstances, we have provided indemnification to customers and investors under which we are contractually obligated to compensate these parties for losses they may suffer as a result of reductions in benefits received under ITCs and U.S. Treasury Cash Grant programs. We apply for ITCs and Cash Grant incentives based on guidance provided by the Internal Revenue Service ("IRS") and the U.S. Treasury, which include assumptions regarding the fair value of the qualified solar power systems, among others. Certain of our development agreements, sale-leaseback arrangements, and financing arrangements with tax equity investors, incorporate assumptions regarding the future level of incentives to be received, which in some instances may be claimed directly by our customers and investors. Generally, such obligations would arise as a result of reductions to the value of the underlying solar power systems as assessed by the IRS. At each balance sheet date, we assess and recognize, when applicable, the potential exposure from these obligations based on all the information available at that time, including any audits undertaken by the IRS. The maximum potential future payments that we could have to make under this obligation would depend on the difference between the eligible basis claimed on the tax filing for the solar energy systems sold or transferred to indemnified parties and the values that the IRS may re-determine as the eligible basis for the systems for purposes of claiming ITCs or Cash Grants. We use the eligible basis for tax filing purposes determined with the assistance of independent third-party appraisals to determine the ITCs that are passed-through to and claimed by the indemnified parties. For sales contracts that have such indemnification provisions, we recognize a liability under ASC 460, "Guarantees," for the estimated premium that would be required by a guarantor to issue the same guarantee in a standalone arm’s-length transaction with an unrelated party. We recognize such liabilities at the greater of the fair value of the indemnity or the contingent liability required to be recognized under ASC 450, " Contingencies ," and reduce the revenue recognized in the related transaction. We initially estimate the fair value of any such indemnities provided based on the cost of insurance policies that cover the underlying risks being indemnified and may purchase such policies to mitigate our exposure to potential indemnification payments. After an indemnification liability is recorded, we derecognize such amount typically upon expiration or settlement of the arrangement. Changes to any such indemnification liabilities provided are recorded as adjustments to revenue. As of June 30, 2019 , and December 30, 2018 , our provision was $7.4 million and $4.2 million , respectively, primarily for tax related indemnifications. Defined Benefit Pension Plans We maintain defined benefit pension plans for certain of our non-U.S. employees. 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. 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 condensed consolidated balance sheets. As of both June 30, 2019 and December 30, 2018 , the underfunded status of our pension plans presented within "other long-term liabilities" on our condensed consolidated balance sheets was $2.8 million . 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. Total other comprehensive loss related to our benefit plans was zero for the three and six months ended June 30, 2019 and July 1, 2018. 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. |
Equity Investments
Equity Investments | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | EQUITY INVESTMENTS Our equity investments consist of equity method investments, equity investments with readily determinable fair value and equity investments without readily determinable fair value . Our share of earnings (losses) from equity investments accounted for under the equity method is reflected as "Equity in earnings (losses) of unconsolidated investees" in our condensed consolidated statements of Operations. Unrealized gains and losses on equity investments are reflected as "other, net" under other income (expense), net in our condensed consolidated statements of operations. The carrying value of our equity investments, classified as "other long-term assets" on our condensed consolidated balance sheets, are as follows: As of (In thousands) June 30, 2019 December 30, 2018 Equity method investments: Dongfang $ 33,811 $ 32,784 Project entities 1,234 2,044 Total equity method investments 35,045 34,828 Equity investments with readily determinable fair value: Enphase 136,725 36,225 Total equity investments with readily determinable fair value 136,725 36,225 Equity investment with fair value option: SunStrong Capital Holdings, LLC 1 9,954 8,831 SunStrong Partners 1 9,500 — 8point3 Solar Investco 3 Holdings, LLC 1 — — Total equity investment with fair value option 19,454 8,831 Equity investments without readily determinable fair value: Project entities 2,949 2,951 Other equity investments without readily determinable fair value 5,859 5,859 Total equity investments without readily determinable fair value 8,808 8,810 Total equity investments $ 200,032 $ 88,694 1 We have elected the FVO in accordance with the guidance in ASC 323, for our investments in SunStrong Capital Holdings, LLC, SunStrong Partners, and 8point3 Solar Investco 3 Holdings, LLC. Equity Investment in SunStrong Partners In June 2019, we have entered into a joint venture with Hannon Armstrong and SunStrong to form SunStrong Partners, LLC (“SunStrong Partners”), a jointly owned entity formed to own, operate, and control residential lease assets. Bank of America Merrill Lynch ("BAML") provided cash equity and a multi-draw term loan, with additional equity provided by us, Hannon Armstrong, and SunStrong. In June 2019, we made a $9.5 million equity investment in SunStrong Partners, for a 47.5% equity ownership. We concluded that we are not the primary beneficiary of SunStrong Partners and recorded an equity investment in SunStrong Partners for our retained interest. Equity Investment in 8point3 Solar Investco 3 Holdings, LLC In June 2019, we entered into a joint venture with Hannon Armstrong and SunStrong to form 8point3 Solar Investco 3 Holdings, LLC ("8point3 Holdings"), a jointly owned entity to own, operate and control a portfolio of residential lease assets, to be purchased from Capital Dynamics. Hannon Armstrong contributed all of the capital contributions to 8point3 Holdings and owns 45.1% of the equity in 8point3 Holdings. In connection with the formation of this joint venture, we were assigned a 44.9% of the equity interest, which is of di-minimus value. SunStrong owns the remaining 10% of the equity in 8point3 Holdings. We concluded that we are not the primary beneficiary of 8point3 Holdings and recorded an equity investment in 8point3 for our retained interest. Summarized Financial Statements The following table presents summarized financial statements for SunStrong Capital Holdings, LLC, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Six Months Ended (In thousands) June 30, 2019 Summarized statements of operations information: Revenue 22,626 22,626 Gross loss (1,209 ) (1,209 ) Net income 3,256 3,256 As of (In thousands) June 30, 2019 December 30, 2018 Summarized balance sheet information: Current assets 47,019 103,413 Long-term assets 867,082 868,185 Current liabilities 23,696 85,154 Long-term liabilities 662,765 660,065 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance Related-Party Transactions with Investees Related-party transactions with investees are as follows: As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 31,299 $ 19,062 Accounts payable 44,461 7,982 Accrued liabilities 16,862 22,364 Contract liabilities 19,084 — Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Payments made to investees for products/services 75,497 12,712 $ 99,018 $ 21,131 Revenues and fees received from investees for products/services 1 20,506 1,542 21,406 3,299 1 Includes a portion of proceeds received from tax equity investors in connection with 8point3 Energy Partners transactions. |
Debt and Credit Sources
Debt and Credit Sources | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our condensed consolidated balance sheets: June 30, 2019 December 30, 2018 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 4.00% debentures due 2023 $ 425,000 $ — $ 420,580 $ 420,580 $ 425,000 $ — $ 419,958 $ 419,958 0.875% debentures due 2021 400,000 — 398,728 398,728 400,000 — 398,398 398,398 CEDA loan 30,000 — 29,102 29,102 30,000 — 29,063 29,063 Non-recourse financing and other debt 1 135,127 62,244 71,441 133,685 49,073 39,500 9,273 48,773 $ 990,127 $ 62,244 $ 919,851 $ 982,095 $ 904,073 $ 39,500 $ 856,692 $ 896,192 1 Other debt excludes payments related to capital leases, which are disclosed in "Note 9 . Commitments and Contingencies ." As of June 30, 2019 , the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Aggregate future maturities of outstanding debt $ 49,218 $ 16,126 $ 450,659 $ 694 $ 425,732 $ 47,698 $ 990,127 Convertible Debt The following table summarizes our outstanding convertible debt: June 30, 2019 December 30, 2018 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 4.00% debentures due 2023 $ 420,580 $ 425,000 $ 379,406 $ 419,958 $ 425,000 $ 341,968 0.875% debentures due 2021 398,728 400,000 365,036 398,398 400,000 306,904 $ 819,308 $ 825,000 $ 744,442 $ 818,356 $ 825,000 $ 648,872 1 The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Our outstanding convertible debentures are senior, unsecured obligations ranking equally with all of our existing and future senior unsecured indebtedness. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% debentures due 2023. Interest is payable semi-annually, beginning on July 15, 2016. Holders may exercise their right to convert the debentures at any time into shares of our common stock at an initial conversion price approximately equal to $30.53 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due 2021. Interest is payable semi-annually, beginning on December 1, 2014. Holders may exercise their right to convert the debentures at any time into shares of our common stock at an initial conversion price approximately equal to $48.76 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 0.875% debentures due 2021 mature on June 1, 2021. Other Debt and Credit Sources Loan Agreement with California Enterprise Development Authority ("CEDA") In 2010, we borrowed the proceeds of the $30.0 million aggregate principal amount of CEDA's tax-exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010 (the "Bonds") maturing April 1, 2031 under a loan agreement with CEDA. The Bonds mature on April 1, 2031, bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on us. As of June 30, 2019 , the fair value of the Bonds was $32.8 million , determined by using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Revolving Credit Facility with Credit Agricole On June 23, 2017, we entered into an Amended and Restated Revolving Credit Agreement (the “Revolver”) with Credit Agricole, as administrative agent, and the other lenders party thereto, which amends and restates the Revolving Credit Agreement dated July 3, 2013, as amended. The Revolver was entered into in connection with the Letter Agreement, to facilitate the issuance by Total S.A. of one or more guaranties of our payment obligations of up to $100.0 million under the Revolver. The maturity date of the Letter Agreement and the Revolver is August 26, 2019. In consideration for the commitments of Total S.A. pursuant to the Letter Agreement, we are required to pay a guarantor commitment fee of 0.50% per annum for the unutilized support amount and a guaranty fee of 2.35% per annum of the Guaranty outstanding. Available borrowings under the Revolver are $300.0 million ; provided that the aggregate principal amount of all amounts borrowed under the facility cannot exceed 95.0% of the amounts guaranteed by Total under the Letter Agreement. Amounts borrowed may be repaid and reborrowed until the maturity date. We are required to pay (a) interest on outstanding borrowings under the facility of (i) with respect to any LIBOR rate loan, an amount equal to 0.6% plus the LIBOR rate divided by a percentage equal to one minus the stated maximum rate of all reserves required to be maintained against “Eurocurrency liabilities” as specified in Regulation D; and (ii) with respect to any alternate base rate loan, an amount equal to 0.25% plus the greater of (1) the prime rate, (2) the Federal Funds rate plus 0.50% , and (3) the one-month LIBOR rate plus 1% ; and (b) a commitment fee of 0.06% per annum on funds available for borrowing and not borrowed. The Revolver includes representations, covenants, and events of default customary for financing transactions of this type. As of both June 30, 2019 and December 30, 2018 , we had no outstanding borrowings under the Revolver. September 2011 Letter of Credit Facility with Deutsche Bank and Deutsche Bank Trust Company Americas (together, "Deutsche Bank Trust") In September 2011, we entered into a letter of credit facility with Deutsche Bank Trust which provides for the issuance, upon our request, of letters of credit to support our obligations in an aggregate amount not to exceed $200.0 million . Each letter of credit issued under the facility is fully cash-collateralized and we have entered into a security agreement with Deutsche Bank Trust, granting them a security interest in a cash collateral account established for this purpose. As of June 30, 2019 and December 30, 2018 , letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $3.6 million and $3.0 million , respectively, which were fully collateralized with restricted cash on the condensed consolidated balance sheets. Other Facilities Asset-Backed Loan with Bank of America On March 29, 2019, we entered in a Loan and Security Agreement with Bank of America, N.A, which provides a revolving credit facility secured by certain inventory and accounts receivable in the maximum aggregate principal amount of $50.0 million . The Loan and Security Agreement contains negative and affirmative covenants including maintaining $5.0 million of cash in a designated account, renewal or replacement of the existing revolving credit facility with Credit Agricole (discussed above) shortly after it expires, events of default and repayment and prepayment provisions customarily applicable to asset-backed credit facilities. The facility bears a floating interest rate of LIBOR plus an applicable margin, and matures on the earlier of March 29, 2022, a date that is 91 days prior to the maturity of our 2021 convertible debentures, or the termination of the commitments thereunder. As of June 30, 2019 , we had drawn $12.5 million and repaid $0.3 million under this facility. SunTrust Facility On June 28, 2018, we entered in a Financing Agreement with SunTrust Bank, which provides a revolving credit facility in the maximum aggregate principal amount of $75.0 million . Each draw down from the facility bears either a base rate of federal funds rate plus an applicable margin or a floating interest rate of LIBOR plus an applicable margin, and matures no later than three years. As of June 30, 2019 , we had $75.0 million in borrowing capacity under this limited recourse construction financing facility. Non-recourse Financing and Other Debt In order to facilitate the construction, sale or ongoing operation of certain solar projects, including our residential leasing program, we regularly obtain project-level financing. These financings are secured either by the assets of the specific project being financed or by our equity in the relevant project entity and the lenders do not have recourse to our general assets for repayment of such debt obligations, and hence the financings are referred to as non-recourse. Non-recourse financing is typically in the form of loans from third-party financial institutions, but also takes other forms, including partnership flip structures, sale-leaseback arrangements, or other forms commonly used in the solar or similar industries. We may seek non-recourse financing covering solely the construction period of the solar project or may also seek financing covering part or all of the operating life of the solar project. We classify non-recourse financings on our condensed consolidated balance sheets in accordance with their terms; however, in certain circumstances, we may repay or refinance these financings prior to stated maturity dates in connection with the sale of the related project or similar such circumstances. In addition, in certain instances, the customer may assume the loans at the time that the project entity is sold to the customer. In these instances, subsequent debt assumption is reflected as a financing outflow and operating inflow on our condensed consolidated statements of cash flows to reflect the substance of the assumption as a facilitation of customer financing from a third party. The following presents a summary of our non-recourse financing arrangements, including arrangements that are not classified as debt: Aggregate Carrying Value 1 (In thousands) June 30, 2019 December 30, 2018 Balance Sheet Classification Solar Services: Tax equity partnership flip facilities 61,845 58,810 Non-controlling interests in subsidiaries Credit Agricole warehouse facility 38,871 — Short-term debt and Long-term debt Mezzanine Loan 25,770 — Short-term debt and Long-term debt Commercial Projects: Arizona loan 6,528 6,650 Short-term debt and Long-term debt 1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 30, 2018 , all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification June 30, 2019 December 30, 2018 Assets: Derivatives designated as hedging instruments: Foreign currency option contracts Prepaid expenses and other current assets $ 220 $ — $ 220 $ — Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 489 $ 729 $ 489 $ 729 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 730 $ — Interest rate contracts Other long-term liabilities 376 152 $ 1,106 $ 152 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 297 $ 1,161 $ 297 $ 1,161 June 30, 2019 Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets, but Have Rights to Offset (In thousands) Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Net Amounts Derivative assets $ 709 $ — $ 709 $ 512 $ — $ 197 Derivative liabilities $ 1,403 — 1,403 512 — 891 December 30, 2018 Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets, but Have Rights to Offset (In thousands) Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Net Amounts Derivative assets $ 729 $ — $ 729 $ 729 $ — $ — Derivative liabilities 1,313 — 1,313 729 — 584 The following table summarizes the pre-tax amount of unrealized gain or loss recognized in "accumulated other comprehensive income" ("OCI") in "stockholders' equity" on our condensed consolidated balance sheets: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Derivatives designated as cash flow hedges: Gain (loss) in OCI at the beginning of the period $ 21 $ 1,045 $ (164 ) $ (561 ) Unrealized gain (loss) recognized in OCI (effective portion) (466 ) 468 (278 ) 2,103 Less: Gain reclassified from OCI to revenue (effective portion of FX trades) (444 ) — (444 ) (35 ) Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) 10 (32 ) 7 (26 ) Net gain (loss) on derivatives (900 ) 436 (715 ) 2,042 Gain (loss) in OCI at the end of the period $ (879 ) $ 1,481 $ (879 ) $ 1,481 The following table summarizes the amount of gain or loss recognized in "other, net" in our condensed consolidated statements of operations in the six months ended June 30, 2019 and July 1, 2018 : Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Derivatives designated as cash flow hedges: Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) $ 107 $ — $ 107 $ — Derivatives not designated as hedging instruments: Gain (loss) recognized in "Other, net" $ (125 ) $ (2,114 ) $ (1,034 ) $ (775 ) 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 and interest rate fluctuations. We derive a portion of our revenues in foreign currencies, predominantly in Euro, as part of our ongoing business operations. In addition, a portion of our assets are held in foreign currencies. We enter into foreign currency forward and option contracts designated as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than our functional currency. In the first quarter of fiscal 2019, we entered into foreign currency option contracts to manage volatility related to transactions that are denominated in Euros. We plan to continue entering into these contracts on a quarterly basis. 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 June 30, 2019 and December 30, 2018, we had designated outstanding cash flow hedge forward contracts with a notional value of $47.9 million and zero , respectively. As of June 30, 2019 and December 30, 2018, we also had designated outstanding cash flow hedge option contracts with a notional value of $102.0 million and zero , respectively. We designate either gross external or intercompany revenue up to our net economic exposure. These derivatives have a maturity of three months or less and consist of foreign currency forward and option contracts. The effective portion of these cash flow hedges is reclassified into revenue when third-party revenue is recognized in our condensed consolidated statements of operations. Non-Designated Derivatives Hedging Transaction Exposure Derivatives not designated as hedging instruments consist 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. 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 condensed consolidated financial position, results of operations and cash flows. As of June 30, 2019 , to hedge balance sheet exposure, we held forward contracts with an aggregate notional value of $19.5 million . These foreign currency forward contracts have maturity of three months or less. As of December 30, 2018 , to hedge balance sheet exposure, we held forward contracts with an aggregate notional value of $11.4 million . These contracts matured in January 2019. Interest Rate Risk We also enter into interest rate swap agreements to reduce the impact of changes in interest rates on our project specific non-recourse floating rate debt. As of June 30, 2019 and December 30, 2018 , we had interest rate swap agreements designated as cash flow hedges with aggregate notional values of $6.5 million and $6.7 million , respectively. These swap agreements allow us to effectively convert floating-rate payments into fixed rate payments periodically over the life of the agreements. These derivatives have a maturity of more than 12 months. The effective portion of these swap agreements designated as cash flow hedges is reclassified into interest expense when the hedged transactions are recognized in our condensed consolidated statements of operations. We analyze our designated interest rate swaps quarterly to determine if the hedge transaction remains effective or ineffective. We may discontinue hedge accounting for interest rate swaps prospectively if certain criteria are no longer met, the interest rate swap is terminated or exercised, or if we elect to remove the cash flow hedge designation. If hedge accounting is discontinued, and the forecasted hedged transaction is considered possible to occur, the previously recognized gain or loss on the interest rate swaps will remain in accumulated other comprehensive loss and will be reclassified into earnings during the same period the forecasted hedged transaction affects earnings or is otherwise deemed improbable to occur. All changes in the fair value of non-designated interest rate swap agreements are recognized immediately in current period earnings. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the three months ended June 30, 2019 , our income tax provision of $6.1 million on a profit before income taxes and equity in earnings of unconsolidated investees of $118.1 million was primarily due to projected tax expense in foreign jurisdictions that are profitable. Our income tax provision of $3.1 million in the three months ended July 1, 2018 on a loss before income taxes and equity in earnings of unconsolidated investees of $467.3 million was also primarily due to projected tax expense in foreign jurisdictions that are profitable. In the six months ended June 30, 2019 , our income tax provision of $11.9 million on a profit before income taxes and equity in earnings of unconsolidated investees of $17.7 million was primarily due to the projected tax expense in foreign jurisdictions that are profitable, and a net change in valuation allowance from a foreign jurisdiction. Our income tax provision of $5.7 million in the six months ended July 1, 2018 on a loss before income taxes and equity in earnings of unconsolidated investees of $610.2 million was primarily due to projected tax expense in foreign jurisdictions that are profitable. In the three and six months ended June 30, 2019 , in accordance with FASB guidance for interim reporting of income tax, we have computed our provision for income taxes based on a projected annual effective tax rate while excluding loss jurisdictions which cannot be benefited. Total liabilities associated with uncertain tax positions were $18.3 million and $16.8 million as of June 30, 2019 and December 30, 2018, respectively. There have not been any material changes to our uncertain tax position as of June 30, 2019 as compared to our uncertain tax position as of December 30, 2018. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | N ET INCOME (LOSS) PER SHARE We calculate basic net income (loss) per share by dividing earnings allocated to common stockholders by the basic weighted-average number of common shares outstanding for the period. 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, the Upfront Warrants held by Total, and the outstanding senior convertible debentures. The following table presents the calculation of basic and diluted net income (loss) per share attributable to stockholders: Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Basic net income (loss) per share: Numerator: Net income (loss) attributable to stockholders $ 121,459 $ (447,117 ) $ 31,735 $ (563,091 ) Denominator: Basic weighted-average common shares 142,471 140,926 142,095 140,569 Basic net income (loss) per share $ 0.85 $ (3.17 ) $ 0.22 $ (4.01 ) Diluted net income (loss) per share 1 Numerator: Net income (loss) attributable to stockholders $ 121,459 $ (447,117 ) $ 31,735 $ (563,091 ) Add: Interest expense on 4.00% debenture due 2023, net of tax 3,358 — — $ — Add: Interest expense on 0.875% debenture due 2021, net of tax 691 — — $ — Net income (loss) available to common stockholders $ 125,508 $ (447,117 ) $ 31,735 $ (563,091 ) Denominator: Basic weighted-average common shares 142,471 140,926 142,095 $ 140,569 Effect of dilutive securities: Restricted stock units 2,241 — 967 — 0.875% debentures due 2021 13,922 — — — 4.00% debentures due 2023 8,203 — — — Dilutive weighted-average common shares: 166,837 140,926 143,062 140,569 Dilutive net income (loss) per share $ 0.75 $ (3.17 ) $ 0.22 $ (4.01 ) 1 As a result of our net income (loss) attributable to stockholders for the three and six months ended July 1, 2018 , the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under noted warrants and convertible debt would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such periods. The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income (loss) per share attributable to stockholders in the following periods: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restricted stock units $ 765 $ 3,616 $ 2,497 $ 5,549 Upfront warrants (held by Total) — 9,532 — 9,532 4.00% debentures due 2023 — 13,922 13,922 13,922 0.75% debentures due 2018 — 8,061 — 10,033 0.875% debentures due 2021 — 8,203 8,203 8,203 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The following table summarizes the consolidated stock-based compensation expense by line item in our condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Cost of SunPower Energy Services revenue $ 460 $ 800 $ 628 $ 1,161 Cost of SunPower Technologies revenue 673 779 673 1,359 Research and development 879 907 1,472 3,785 Sales, general and administrative 4,258 4,158 9,163 9,097 Total stock-based compensation expense $ 6,270 $ 6,644 $ 11,936 $ 15,402 The following table summarizes the consolidated stock-based compensation expense by type of award: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restricted stock units $ 6,790 $ 6,025 $ 13,418 $ 15,234 Change in stock-based compensation capitalized in inventory (520 ) 619 (1,482 ) 168 Total stock-based compensation expense $ 6,270 $ 6,644 $ 11,936 $ 15,402 |
Segment and Geographical Inform
Segment and Geographical Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATION In the fourth quarter of 2018, in connection with our efforts to improve operational focus and transparency, drive overhead accountability into segment operating results, and increase strategic agility across the value chain from our upstream business' core strength in manufacturing and technology to our downstream business' core strength in offering complete solutions in residential and commercial markets, we reorganized our segment reporting to an upstream and downstream structure. Previously, we operated under three end-customer segments comprised of our (i) Residential Segment, (ii) Commercial Segment, and (iii) Power Plan Segment. Historically, the Residential Segment referred to sales of solar energy solutions to residential end-customers, the Commercial Segment referred to sales of energy solutions to commercial and public entity end-customers, and the Power Plant Segment referred to our large-scale solar products and systems and component sales. Under the new segmentation, SunPower Energy Services Segment ("SunPower Energy Services" or "Downstream") refers to sales of solar energy solutions in the North America region previously included in the legacy Residential Segment and Commercial Segment (collectively previously referred to as "Distributed Generation" or "DG") including direct sales of turn-key engineering, procurement and construction ("EPC") services, sales to our third-party dealer network, sales of energy under power purchase agreements ("PPAs"), storage solutions, cash sales and long-term leases directly to end customers, and sales to resellers. SunPower Energy Services Segment also includes sales of our global O&M services. SunPower Technologies Segment ("SunPower Technologies" or "Upstream") refers to our technology development, worldwide solar panel manufacturing operations, equipment supply to resellers and commercial and residential end-customers outside of North America ("International DG"), and worldwide power plant project development and project sales. Upon reorganization, some support functions and responsibilities, which previously resided within the corporate function, have been shifted to each segment, including financial planning and analysis, legal, treasury, tax and accounting support and services, among others. The reorganization provides our management with a comprehensive financial overview of our key businesses. The application of this structure permits us to align our strategic business initiatives and corporate goals in a manner that best focuses our businesses and support operations for success. Our Chief Executive Officer, as the chief operating decision maker (“CODM”), reviews our business, manages resource allocations and measures performance of our activities between the SunPower Energy Services Segment and the SunPower Technologies Segment. Reclassifications of prior period segment information have been made to conform to the current period presentation. These changes did not materially affect our previously reported Consolidated Financial Statements. Adjustments Made for Segment Purposes Adjustments Based on International Financial Reporting Standards (“IFRS”) 8point3 Energy Partners The company included adjustments related to the sales of projects contributed to 8point3 based on the difference between the fair market value of the consideration received and the net carrying value of the projects contributed, of which, a portion was deferred in proportion to the company’s retained equity stake in 8point3. The deferred profit was subsequently recognized over time. Under GAAP, these sales were recognized under either real estate, lease, or consolidation accounting guidance depending upon the nature of the individual asset contributed, with outcomes ranging from no, partial, or full profit recognition. IFRS profit, less deferrals associated with retained equity, was recognized for sales related to the residential lease portfolio. Revenue recognition for other projects sold to 8point3 was deferred until these projects reached commercial operations. Equity in earnings of unconsolidated investees also included the impact of the company’s share of 8point3’s earnings related to sales of projects receiving sales recognition under IFRS but not GAAP. On June 19, 2018, the company sold its equity interest in the 8point3 Group. Legacy utility and power plant projects We include adjustments related to the revenue recognition of certain legacy utility and power plant projects based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations and, when relevant, the allocation of revenue and margin to our project development efforts at the time of initial project sale. Legacy sale-leaseback transactions We include adjustments related to the revenue recognition on certain legacy sale-leaseback transactions entered into before December 31, 2018, based on the net proceeds received from the buyer-lessor. Under U.S. GAAP, these transactions were accounted for under the financing method in accordance with the applicable accounting guidance. Under such guidance, no revenue or profit is recognized at the inception of the transaction, and the net proceeds from the buyer-lessor are recorded as a financing liability. Imputed interest is recorded on the liability equal to our incremental borrowing rate adjusted solely to prevent negative amortization. Under IFRS, such revenue and profit is recognized at the time of sale to the buyer-lessor if certain criteria are met. Upon adoption of IFRS 16, Leases, on December 31, 2018, IFRS is aligned with GAAP. Unrealized gain on equity investments We recognize adjustments related to the fair value of equity investments with readily determinable fair value based on the changes in the stock price of these equity investments at every reporting period. Under GAAP, unrealized gains and losses due to changes in stock prices for these securities are recorded in earnings while under IFRS, an election can be made to recognize such gains and losses in other comprehensive income. Such an election was made by Total S.A. Management believes that excluding the unrealized gain or loss on the equity investments is consistent with our internal reporting process as part of its status as a consolidated subsidiary of Total S.A. and better reflects our ongoing results. Other Adjustments Intersegment gross margin To increase efficiencies and the competitive advantage of our technologies, SunPower Technologies sells solar modules to SunPower Energy Services based on transfer prices determined based on management's assessment of market-based pricing terms. Such intersegment sales and related costs are eliminated at the corporate level to derive our condensed consolidated financial results. Impairment of residential lease assets In the fourth quarter of fiscal 2017, we made the decision to sell or refinance our interest in the Residential Lease Portfolio and as a result of this triggering event, determined it was necessary to evaluate the potential for impairment in our ability to recover the carrying amount of the Residential Lease Portfolio. In accordance with such evaluation, we recognized a non-cash impairment charge on our solar power systems leased and to be leased and an allowance for losses related financing receivables. In connection with the impairment loss, the carrying values of our solar power systems leased and to be leased were reduced which resulted in lower depreciation charges. In the fourth quarter of fiscal 2018, we sold membership units representing a 49% membership interest in our residential lease business and retained a 51% membership interest. The loss on divestment and the remaining unsold residential lease assets impairment with its corresponding depreciation savings are excluded from our segment results as they are non-cash in nature and not reflective of ongoing operating results. Construction revenue on solar services contracts Upon adoption of the ASC 842 in the first quarter of fiscal 2019, revenue and cost of revenue on solar services contracts with residential customers are recognized ratably over the term of those contracts, beginning when the projects are placed in service. For segment reporting purposes, we recognize revenue and cost of revenue upfront based on the expected cash proceeds to align with the legacy lease accounting guidance. Management believes it is appropriate to recognize revenue and cost of revenue upfront based on total expected cash proceeds, as it better reflects our ongoing results as such method aligns revenue and costs incurred most accurately in the same period. Cost of above-market polysilicon As described in "Note 9. Commitments and Contingencies ," we have entered into multiple long-term, fixed-price supply agreements to purchase polysilicon for periods of up to ten years. The prices in select legacy supply agreements, which include a cash portion and a non-cash portion attributable to the amortization of prepayments made under the agreements, significantly exceed current market prices. 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. We excluded the impact of our above-market cost of polysilicon, including the effect of above-market polysilicon on product costs, losses incurred on sales of polysilicon to third parties, and inventory reserves and project asset impairments recorded as a result of above-market polysilicon, from our segment results. Stock-based compensation We incur stock-based compensation expense related primarily to our equity incentive awards. We exclude this expense from our segment results. Amortization of intangible assets We incur amortization expense on intangible assets as a result of acquisitions, which include patents, project assets, purchased technology, in-process research and development and trade names. We exclude this expense from our segment results. Depreciation of idle equipment We changed the deployment plan for our next generation of solar cell technology, and revised our depreciation estimates to reflect the use of certain assets over their shortened useful life. Such asset depreciation was excluded from our operating results as it was non-cash in nature and not reflective of ongoing operating results. Gain on business divestiture In June 2019, we completed a transaction pursuant to which we sold membership interest in certain of our subsidiaries that own leasehold interests in projects subject to sale-leaseback financing arrangements. In connection with this sale, we recognized a gain relating to this business divestiture. Management believes that it was appropriate to exclude this gain from our segment results as it was not reflective of ongoing operating results. Transaction-related costs In connection with material transactions such as acquisition or divestiture of a business, we incur transaction costs including legal and accounting fees. Management believes that it is appropriate to exclude these costs from our segment results as they would not have otherwise been incurred as part of its business operations and are therefore not reflective of ongoing operating results. Business reorganization costs In connection with the reorganization of our business into an upstream and downstream business unit structure, we incurred and expect to continue incurring expenses in the upcoming quarters associated with reclassifying prior period segment information, reorganization of corporate functions and responsibilities to the business units, updating accounting policies and processes and implementing systems to fulfill the requirements of the master supply agreement between the segments. We believe that it is appropriate to exclude these from our segment results as they would not have otherwise been incurred as part of its business operations and are therefore not reflective of ongoing operating results. Restructuring charges We incur restructuring expense related to reorganization plans aimed towards realigning resources consistent with our global strategy and improving our overall operating efficiency and cost structure. We exclude this expense from our segment results as they would not have otherwise been incurred as part of its business operations and are therefore not reflective of ongoing operating results. Non-cash interest expense We incur non-cash interest expense related to the amortization of items such as original issuance discounts on certain of our convertible debt. We exclude this expense from our segment results they would not have otherwise been incurred as part of its business operations and are therefore not reflective of ongoing operating results. Segment and Geographical Information The following tables present segment results for the three and six months ended June 30, 2019 and July 1, 2018 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our condensed consolidated GAAP results, as well as information about significant customers and revenue by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended June 30, 2019 July 1, 2018 (In thousands): SunPower Energy Services SunPower Technologies SunPower Energy Services SunPower Technologies Revenue from external customers: North America Residential $ 173,954 $ — $ 179,881 $ — North America Commercial 70,784 — 82,789 — Operations and maintenance 12,602 — 12,477 — International DG — 109,591 — 83,801 Module sales — 102,160 — 64,923 Development services and legacy power plant — 12,781 — 23,283 Intersegment revenue — 90,416 — 68,876 Total segment revenue as reviewed by CODM $ 257,340 $ 314,948 $ 275,147 $ 240,883 Segment gross profit as reviewed by CODM $ 24,114 $ 24,469 $ 40,546 $ 4,430 Adjusted EBITDA $ 2,342 $ 11,700 $ 42,126 $ 23,187 Six Months Ended June 30, 2019 July 1, 2018 (In thousands): SunPower Energy Services SunPower Technologies SunPower Energy Services SunPower Technologies Revenue from external customers: North America Residential $ 340,601 $ — $ 325,826 $ — North America Commercial 135,909 — 179,684 — Operations and maintenance 22,556 — 25,025 — International DG — 189,114 — 145,572 Module sales — 191,576 — 111,256 Development services and legacy power plant — 13,675 — 58,739 Intersegment revenue — 151,216 — 177,750 Total segment revenue as reviewed by CODM $ 499,066 $ 545,581 $ 530,535 $ 493,317 Segment gross profit as reviewed by CODM $ 41,987 $ 23,611 $ 76,180 $ 1,208 Adjusted EBITDA $ (11,569 ) $ 3,200 $ 84,131 $ 29,032 Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Total segment revenue as reviewed by CODM $ 572,288 $ 516,030 $ 1,044,647 1,023,852 Adjustments to segment revenue: Intersegment elimination (90,416 ) (68,876 ) (151,216 ) (177,750 ) 8point3 Energy Partners — 8,337 — 8,588 Legacy utility and power plant projects 23 1,301 194 3,093 Legacy sale-leaseback transactions — (7,695 ) — (16,798 ) Construction revenue on solar services contracts (45,614 ) — (109,119 ) — Condensed consolidated GAAP revenue $ 436,281 $ 449,097 $ 784,506 $ 840,985 Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Segment gross profit $ 48,583 $ 44,976 $ 65,598 $ 77,388 Adjustments to segment gross profit: Intersegment elimination 2,157 7,445 9,793 1,301 8point3 Energy Partners — 8,337 — 8,337 Legacy utility and power plant projects (884 ) 569 (1,000 ) 837 Legacy sale-leaseback transactions 3,684 359 4,507 3,398 Impairment of property, plant and equipment — (355,107 ) — (355,107 ) Construction revenue on solar services contracts (5,506 ) — (16,892 ) — Gain on sale and impairment of residential lease assets 632 4,152 757 8,005 Cost of above-market polysilicon (25,950 ) (16,669 ) (75,378 ) (35,369 ) Stock-based compensation expense (1,133 ) (1,580 ) (1,301 ) (2,521 ) Amortization of intangible assets (1,783 ) (2,443 ) (3,569 ) (4,935 ) Depreciation of idle equipment — — — (721 ) Condensed consolidated GAAP gross profit (loss) $ 19,800 $ (309,961 ) $ (17,485 ) $ (299,387 ) Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Segment adjusted EBITDA $ 14,042 $ 65,313 $ (8,369 ) $ 113,163 Adjustments to segment adjusted EBITDA: 8point3 Energy Partners — 8,308 — 8,485 Legacy utility and power plant projects (884 ) 569 (1,000 ) 837 Legacy sale-leaseback transactions (1,025 ) (4,187 ) (5,936 ) (5,560 ) Unrealized gain on equity securities 67,500 — 100,500 — Impairment of property, plant and equipment — (369,168 ) — (369,168 ) Construction revenue on solar services contracts 6,398 — 10,138 — Gain on sale and impairment of residential lease assets (15,554 ) (50,360 ) (23,867 ) (95,499 ) Cost of above-market polysilicon (25,950 ) (16,669 ) (75,378 ) (35,369 ) Stock-based compensation expense (6,270 ) (6,643 ) (11,936 ) (15,401 ) Amortization of intangible assets (1,783 ) (2,443 ) (3,569 ) (4,935 ) Depreciation of idle equipment — — — (721 ) Gain on business divestiture 137,286 — 143,400 — Transaction-related costs (1,173 ) — (2,595 ) — Business reorganization costs (4,156 ) — (6,805 ) — Restructuring charges (2,453 ) (3,504 ) (1,788 ) (14,681 ) Non-cash interest expense (10 ) (23 ) (20 ) (45 ) Equity in earnings of unconsolidated investees 1,963 13,415 283 15,559 Net loss attributable to noncontrolling interests (11,385 ) (36,726 ) (26,226 ) (68,349 ) Cash interest expense, net of interest income (11,148 ) (21,509 ) (21,354 ) (41,674 ) Depreciation (21,286 ) (36,983 ) (40,467 ) (74,559 ) Corporate (6,007 ) (6,737 ) (7,354 ) (22,255 ) Income (loss) before income taxes and equity in earnings of unconsolidated investees $ 118,105 $ (467,347 ) $ 17,657 $ (610,172 ) Three Months Ended Six Months Ended (As a percentage of total revenue): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Revenue by geography: United States 48 % 68 % 49 % 68 % France 11 % 8 % 11 % 9 % Rest of World 41 % 24 % 40 % 23 % 100 % 100 % 100 % 100 % |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of SunPower and our wholly-owned subsidiaries, and have been prepared by us in accordance with generally accepted accounting principles in the United States ("United States" or "U.S.," and such accounting principles, "U.S. GAAP") for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 30, 2018 consolidated balance sheet data were derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2018, as filed with the Securities and Exchange Commission ("SEC") on February 13, 2019, but do not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended December 30, 2018. The operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for fiscal year 2019, or for any other future period. Certain prior period balances have been reclassified to conform to the current period presentation in our condensed consolidated financial statements and the accompanying notes. We have 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. Both fiscal 2019 and 2018 are 52-week fiscal years. The second quarter of fiscal 2019 ended on June 30, 2019, while the second quarter of fiscal 2018 ended on July 1, 2018. |
Fiscal Periods | We have 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. Both fiscal 2019 and 2018 are 52-week fiscal years. The second quarter of fiscal 2019 ended on June 30, 2019, while the second quarter of fiscal 2018 ended on July 1, 2018. |
Management Estimates | Management Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include revenue recognition, specifically the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; allowances for doubtful accounts receivable; recoverability of financing receivables related to residential leases; inventory and project asset write-downs; stock-based compensation; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; economic useful lives of property, plant and equipment, and intangible assets; fair value of investments, including an equity investment for which we apply the fair value option and other financial instruments; residual value of solar power systems, including those subject to residential operating leases; valuation of contingencies such as accrued warranty; the incremental borrowing rate used in discounting of lease liabilities; the fair value of indemnities provided to customers and other parties; and income taxes and tax valuation allowances. Actual results could materially differ from those estimates. |
Lease Accounting | Lease Accounting Effective December 31, 2018, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASC 842"). For additional information on the changes resulting from the new standard and the impact to our financial results on adoption, refer to the section Recently Adopted Accounting Pronouncements below. Arrangements with SunPower 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. We elected the practical expedient to combine our lease and related non-lease components for all our leases. 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. Sale-Leaseback Arrangements We enter into sale-leaseback arrangements under which solar power systems are sold to third parties and subsequently leased back by us over lease terms of up to 25 years. At the end of the lease term, we have the option to purchase the systems at fair value or may be required to remove the systems and return them to the third parties. We classify our sale-leaseback arrangements of solar power systems as operating leases or sales-type leases, in accordance with the underlying accounting guidance on leases. |
Solar Power Systems Leased and to be Leased | Arrangements with SunPower as a lessor Solar Services We offer solar services, in partnership with third-party financial institutions, which allows our residential customers to obtain continuous access to SunPower solar systems under contracts for terms of up to 20 years. Solar services revenue is primarily comprised of revenue from such contracts wherein we provide continuous access to an operating solar system to third parties. We begin to recognize revenue on solar services when permission to operate ("PTO") is given by the local utility company, the system is interconnected and operation commences. We recognize revenue evenly over the time that we satisfy our performance obligations over the initial term of the solar services contracts. Solar services contracts typically have an initial term of 20 years. After the initial contract term, our customers may request an extension of the term of the contract on prevailing market terms, or request to remove the system. Otherwise, the contract will automatically renew and continue on a month-to-month basis. We also apply for and receive Solar Renewable Energy Credits ("SRECs") associated with the energy generated by our solar energy systems and sell them to third parties in certain jurisdictions. SREC revenue is estimated net of any variable consideration related to possible liquidated damages if we were to deliver fewer SRECs than contractually committed, and is generally recognized upon delivery of the SRECs to the counterparty. We typically provide a system output performance warranty, separate from our standard solar panel product warranty, to our solar services customers. In connection with system output performance warranties, we agree to pay liquidated damages in the event the system does not perform to the stated specifications, with certain exclusions. 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 pay the customer an amount based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. Such liquidated damages represent a form of variable consideration and are estimated at contract inception and updated at each reporting period and recognized over time as customers receive and consume the benefits of the solar services. There are rebate programs offered by utilities in various jurisdictions and are issued directly to homeowners, based on the lease agreements, the homeowners assign these rights to rebate to us. These rights to rebate are considered non-cash consideration, measured based on the utilities' rebates from the installed solar panels on the homeowners' roofs and recognized over the lease term. We capitalize incremental costs incurred to obtain a contract in prepaid and other assets on the condensed consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the solar services contracts, and are included in cost of revenue in the consolidated statements of operations. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board ("FASB") issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our consolidated financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under current GAAP ("ASC 840"). In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors , related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; The adoption of ASC 842 had a material impact on our condensed consolidated balance sheet as the standard requires us to recognize an ROU asset and lease liability on our condensed consolidated balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. Upon adoption, we made the following changes to our accounting policies: • Solar leases no longer meet the criteria for lease accounting as our contracts do not allow the customer to direct the use of the underlying solar system. Instead, we will now account for these arrangements as contracts with customers pursuant to ASC Topic 606 and recognize revenue ratably based on contractual lease cash flows over the lease term; • All operating lease arrangements, other than short term leases, are now recorded on the balance sheet as a ROU asset with a corresponding lease liability; Further, arrangements that involve the lease-back of solar systems sold to a financier will continue to be accounted for as a failed sale and result in the recording of a financing liability. Impact to Condensed Consolidated Financial Statements The below table shows the impact of adoption of ASC 842 on our condensed consolidated financial statements as of December 31, 2018: (In thousands) December 31, 2018 Adoption of ASC 842 December 31, 2018 Assets: Prepaid expenses and other current assets $ 131,183 $ (4,433 ) $ 126,750 Operating lease right-of-use assets — 81,525 81,525 Other long-term assets 162,033 (14,028 ) 148,005 Current Liabilities: Accrued liabilities 235,252 (2,455 ) 232,797 Operating lease liabilities — 11,499 11,499 Contract liabilities, current portion 104,130 (2,079 ) 102,051 Non-current liabilities: Operating lease liabilities, net of current portion — 70,132 70,132 Contract liabilities, net of current portion 99,509 (19,928 ) 79,581 Other long-term liabilities 839,136 (3,256 ) 835,880 Equity: Accumulated deficit $ (2,480,988 ) $ 9,151 $ (2,471,837 ) Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326) . Topic 326 requires measurement 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. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are evaluating the potential impact of this standard on our consolidated financial statements and disclosures. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities , which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us n o later than the first quarter of fiscal 2 020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. We are evaluating the potential impact of this ASU on our consolidated financial statements and disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with early adoption permitted. We are evaluating the potential impact of this ASU on our consolidated financial statements and disclosures. |
Organization And Summary Of S_3
Organization And Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to the Adoption of ASC 842 | The below table shows the impact of adoption of ASC 842 on our condensed consolidated financial statements as of December 31, 2018: (In thousands) December 31, 2018 Adoption of ASC 842 December 31, 2018 Assets: Prepaid expenses and other current assets $ 131,183 $ (4,433 ) $ 126,750 Operating lease right-of-use assets — 81,525 81,525 Other long-term assets 162,033 (14,028 ) 148,005 Current Liabilities: Accrued liabilities 235,252 (2,455 ) 232,797 Operating lease liabilities — 11,499 11,499 Contract liabilities, current portion 104,130 (2,079 ) 102,051 Non-current liabilities: Operating lease liabilities, net of current portion — 70,132 70,132 Contract liabilities, net of current portion 99,509 (19,928 ) 79,581 Other long-term liabilities 839,136 (3,256 ) 835,880 Equity: Accumulated deficit $ (2,480,988 ) $ 9,151 $ (2,471,837 ) |
Transactions with Total and T_2
Transactions with Total and Total S.A. (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 10. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 8,528 $ 3,823 Contract assets 21 18 Contract liabilities, current portion 1 20,402 18,408 Contract liabilities, net of current portion 1 36,701 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Revenue: Solar power systems, components, and other $ 6,641 $ 5,369 $ 12,684 $ 18,099 Cost of revenue: Solar power systems, components, and other 5,032 5,638 9,374 9,188 Research and development expense: Offsetting contributions received under the R&D Agreement — (50 ) — (87 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 93 1,376 244 2,783 Interest expense incurred on the 0.75% debentures due 2018 — 172 — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,094 1,094 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 2,000 2,000 Related-party transactions with investees are as follows: As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 31,299 $ 19,062 Accounts payable 44,461 7,982 Accrued liabilities 16,862 22,364 Contract liabilities 19,084 — Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Payments made to investees for products/services 75,497 12,712 $ 99,018 $ 21,131 Revenues and fees received from investees for products/services 1 20,506 1,542 21,406 3,299 1 Includes a portion of proceeds received from tax equity investors in connection with 8point3 Energy Partners transactions. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent disaggregated revenue from contracts with customers for the three and six months ended June 30, 2019 and July 1, 2018 along with the reportable segment for each category: Three Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Module and component sales $ 113,805 $ 141,123 $ 143,707 $ 117,545 $ 257,512 $ 258,668 Solar power systems sales and EPC services 110,749 38,290 47,304 46,065 158,053 84,355 Operations and maintenance — — 11,276 10,757 11,276 10,757 Residential leasing — — 1,676 95,317 1,676 95,317 Solar services 1 — — 7,764 — 7,764 — Net Revenue 224,554 179,413 211,727 269,684 436,281 449,097 Six Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Module and component sales $ 193,328 $ 249,788 $ 259,363 $ 232,387 $ 452,691 $ 482,175 Solar power systems sales and EPC services 201,230 74,586 93,842 103,918 295,072 178,504 Operations and maintenance — — 20,520 21,961 20,520 21,961 Residential leasing — — 5,560 158,345 5,560 158,345 Solar services 1 — — 10,663 — 10,663 — Revenue 394,558 324,374 389,948 516,611 784,506 840,985 |
Changes in Estimates | Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. Three Months Ended Six Months Ended (In thousands, except number of projects) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Increase (decrease) in revenue from net changes in transaction prices $ — $ (4,639 ) $ (3,301 ) $ (4,639 ) Increase (decrease) in revenue from net changes in input cost estimates — (10,876 ) 2,410 (9,165 ) Net increase (decrease) in revenue from net changes in estimates $ — $ (15,515 ) $ (891 ) $ (13,804 ) Number of projects 0 3 1 4 Net change in estimate as a percentage of aggregate revenue for associated projects — % (17.9 )% (11.3 )% (4.2 )% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | Project Revenue Category EPC Contract/Partner Developed Project Expected Year Revenue Recognition Will Be Completed Percentage of Revenue Recognized 1 Various Distribution Generation Projects Solar power systems sales and EPC services Various 2020 70.4% 1 Denotes average percentage of revenue recognized. |
Business Divestiture (Tables)
Business Divestiture (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Sale-Leaseback [Abstract] | |
Sale Leaseback Transactions | The assets and liabilities of the portfolios sold were as follows: (In thousands) Restricted cash and cash equivalents, current portion $ 43,641 Accounts receivable, net 7,959 Prepaid expenses and other current assets 957 Restricted cash and cash equivalents, net of current portion 1,746 Operating lease right-of-use assets 46,109 Property, plant and equipment 477,816 Total assets 578,228 Accounts payable 1,071 Accrued Liabilities 1,641 Operating lease liabilities, current 2,443 Operating lease liabilities, non-current 38,803 Other long-term liabilities 1 600,675 Total liabilities 644,633 Net liabilities sold $ (66,405 ) 1 Constitutes the financing liability on sale-lease arrangements on the property, plant and equipment sold. Net gain on sale is presented in the following table: Six months ended (In thousands) June 30, 2019 Cash received from sale $ 81,262 Other intangible assets 3,000 Net liabilities sold 66,405 Holdback receivables 2,425 Net retained obligations (9,692 ) Net gain on sale $ 143,400 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable, Net As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable, gross 1,2 $ 233,858 $ 193,980 Less: allowance for doubtful accounts (21,075 ) (16,906 ) Less: allowance for sales returns (862 ) (1,469 ) Accounts receivable, net $ 211,921 $ 175,605 1 In December 2018 and May 2019, we entered into factoring arrangements with two separate third-party vendors related to our accounts receivable balances for customers in Europe. We have accounted for both arrangements as a sale of financial assets as effective control over these financial assets have been surrendered and they are therefore excluded from our condensed consolidated balance sheets. During the three and six months ended June 30, 2019, sales proceeds from the factoring of these accounts receivable balances amounted to $23.4 million and $44.3 million , respectively. As of June 30, 2019 and December 30, 2018, total uncollected accounts receivable from the end customers under both arrangements were $11.9 million and $21.0 million , respectively. 2 We have a lien on accounts receivable of $61.1 million out of our consolidated accounts receivable, gross, as of June 30, 2019 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. |
Schedule of Inventory | Inventories As of (In thousands) June 30, 2019 December 30, 2018 Raw materials $ 67,290 $ 58,378 Work-in-process 86,097 86,639 Finished goods 197,188 163,129 Inventories 1 $ 350,575 $ 308,146 1 We have a lien on gross inventory of $159.7 million as of June 30, 2019 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets As of (In thousands) June 30, 2019 December 30, 2018 Deferred project costs $ 29,287 $ 30,394 VAT receivables, current portion 8,427 9,506 Deferred costs for solar power systems 12,935 17,805 Derivative financial instruments 709 729 Other receivables 45,881 48,062 Prepaid taxes — 853 Other prepaid expenses 16,397 23,568 Other current assets 112 266 Prepaid expenses and other current assets $ 113,748 $ 131,183 |
Schedule of Property, Plant and Equipment | Property, Plant and Equipment, Net As of (In thousands) June 30, 2019 December 30, 2018 Manufacturing equipment $ 109,670 $ 112,904 Land and buildings 161,393 161,299 Leasehold improvements 119,728 119,597 Solar power systems 1 94,072 544,139 Computer equipment 96,735 98,274 Furniture and fixtures 10,626 10,594 Construction-in-process 49,720 9,678 Property, plant and equipment, gross 641,944 1,056,485 Less: accumulated depreciation (207,933 ) (216,614 ) Property, plant and equipment, net $ 434,011 $ 839,871 1 As a result of ASC 842 adoption, all of our residential lease arrangements entered into on or after December 31, 2018 are outside of the scope of ASC 842 guidance and will be accounted for as service contracts with customers in accordance with ASC 606. The related assets are recorded as solar power systems within "Property, plant and equipment, net" as of June 30, 2019. |
Schedule of Property, Plant and Equipment by Geographic Region | Property, Plant and Equipment, Net, by Geography As of (In thousands) June 30, 2019 December 30, 2018 United States $ 157,905 $ 575,451 Philippines 97,801 104,639 Malaysia 145,910 126,056 Mexico 20,924 21,566 Europe 11,395 12,043 Other 76 116 Property, plant and equipment, net, by geography 1 $ 434,011 $ 839,871 1 Property, plant and equipment, net, by geography is based on the physical location of the assets. |
Schedule of Other Long-Term Assets | Other Long-term Assets As of (In thousands) June 30, 2019 December 30, 2018 Equity investments with readily determinable fair value $ 136,725 $ 36,225 Equity investments without readily determinable fair value 8,808 8,810 Equity investment with fair value option 19,454 8,831 Equity method investments 35,045 34,828 Other 61,312 73,339 Other long-term assets $ 261,344 $ 162,033 |
Schedule of Accrued Liabilities | Accrued Liabilities As of (In thousands) June 30, 2019 December 30, 2018 Employee compensation and employee benefits $ 36,065 $ 44,337 Deferred revenue 1 306 4,251 Interest payable 10,128 11,786 Short-term warranty reserves 41,703 38,161 Restructuring reserve 2,690 6,310 VAT payables 8,562 8,325 Derivative financial instruments 1,076 1,161 Legal expenses 13,163 12,442 Taxes payable 20,537 19,146 Liability due to supply agreement 29,329 28,045 Other 28,853 61,288 Accrued liabilities $ 192,412 $ 235,252 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. |
Schedule of Other Long-Term Liabilities | Other Long-term Liabilities As of (In thousands) June 30, 2019 December 30, 2018 Deferred revenue 1 $ 42,295 $ 55,764 Long-term warranty reserves 117,221 134,105 Long-term sale-leaseback financing — 583,418 Unrecognized tax benefits 18,328 16,815 Long-term pension liability 2,841 2,567 Derivative financial instruments 1,193 152 Long-term liability due to supply agreement 26,804 28,198 Other 19,567 18,117 Other long-term liabilities $ 228,249 $ 839,136 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. |
Schedule of Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss As of (In thousands) June 30, 2019 December 30, 2018 Cumulative translation adjustment $ (10,331 ) $ (11,121 ) Net unrealized loss on derivatives (860 ) (145 ) Net gain on long-term pension liability adjustment 7,066 7,066 Deferred taxes 240 50 Accumulated other comprehensive loss $ (3,885 ) $ (4,150 ) |
Solar Services (Tables)
Solar Services (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease | The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on our condensed consolidated balance sheets as of June 30, 2019 and December 30, 2018 : As of (In thousands) June 30, 2019 December 30, 2018 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 136,592 $ 139,343 Solar power systems to be leased — 12,158 136,592 151,501 Less: accumulated depreciation and impairment 2 (64,275 ) (58,944 ) Solar power systems leased and to be leased, net $ 72,317 $ 92,557 1 Solar power systems leased and to be leased, net, are physically located exclusively in the United States. 2 For the three and six months ended June 30, 2019 , we recognized a non-cash impairment charge of $0.0 million and $4.0 million , respectively, on solar power systems leased and to be leased. |
Schedule of Minimum Future Rental Receipts on Operating Leases Placed in Service | The following table presents our minimum future rental receipts on operating leases placed in service as of June 30, 2019 : (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 623 $ 1,197 $ 1,201 $ 1,206 $ 1,211 $ 18,726 $ 24,164 1 Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. |
Schedule of Accounts, Notes, Loans and Financing Receivable | As of June 30, 2019 and December 30, 2018 , our net investment in sales-type leases presented within "accounts receivable, net" and "long-term financing receivables, net" on our condensed consolidated balance sheets was as follows: As of (In thousands) June 30, 2019 December 30, 2018 Financing receivables, held for sale: Minimum lease payments receivable $ 44,876 $ 43,939 Unguaranteed residual value 4,659 4,450 Unearned income (9,008 ) (8,859 ) Allowance for estimated losses (20,968 ) (18,656 ) Net financing receivables, held for sale $ 19,559 $ 20,874 Net financing receivables - current, held for sale $ 1,171 $ 1,282 Net financing receivables - non-current, held for sale $ 18,388 $ 19,592 |
Schedule of Future Maturities of Net Financing Receivables | As of June 30, 2019 , future maturities of net financing receivables for sales-type leases were as follows: (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Scheduled maturities of minimum lease payments receivable 1 $ 1,131 $ 2,215 $ 2,225 $ 2,234 $ 2,245 $ 34,826 $ 44,876 1 Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured and Recorded 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 June 30, 2019 and December 30, 2018 : June 30, 2019 December 30, 2018 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Prepaid expenses and other current assets: Derivative financial instruments (Note 12) $ 709 $ — $ 709 $ — $ 729 $ — $ 729 $ — Other long-term assets: Equity investment (Note 10) 19,454 19,454 — — 8,831 8,831 — — Marketable equity investments (Note 10) 136,725 — — 136,725 36,225 — — 36,225 Total assets $ 156,888 $ 19,454 $ 709 $ 136,725 $ 45,785 $ 8,831 $ 729 $ 36,225 Liabilities Accrued liabilities: Derivative financial instruments (Note 12) $ 1,027 $ — $ 1,027 $ — $ 1,161 $ — $ 1,161 $ — Other long-term liabilities: Derivative financial instruments (Note 12) 376 — 376 — 152 152 — Total liabilities $ 1,403 $ — $ 1,403 $ — $ 1,313 $ — $ 1,313 $ — |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Six Months Ended (In thousands) June 30, 2019 July 1, 2018 Cumulative To Date February 2018 Restructuring Plan: Non-cash asset impairment charges $ 2,346 $ — $ 2,346 Severance and benefits $ (382 ) $ 10,493 $ 11,748 Other costs (benefits) 1 (122 ) 340 135 Total February 2018 Restructuring Plan 1,842 10,833 14,229 Legacy Restructuring Plans: Non-cash impairment charges — — 228,184 Severance and benefits (3 ) 837 100,719 Lease and related termination costs — 6 8,085 Other costs (benefits) 1 (51 ) 3,005 39,742 Total Legacy Plan (54 ) 3,848 376,730 Total restructuring charges $ 1,788 $ 14,681 $ 390,959 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 activities during the six months ended June 30, 2019: Six Months Ended (In thousands) December 30, 2018 Charges (Benefits) (Payments) Recoveries June 30, 2019 February 2018 Restructuring Plan: Non-cash asset impairment charges $ — $ 2,346 $ — $ — Severance and benefits $ 5,449 $ (382 ) $ (2,975 ) $ 2,092 Other costs 1 — (122 ) 122 — Total February 2018 Restructuring Plan 5,449 1,842 (2,853 ) 2,092 Legacy Restructuring Plans 861 (54 ) (209 ) 598 Total restructuring reserve activities $ 6,310 $ 1,788 $ (3,062 ) $ 2,690 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The table below presents the summarized quantitative information with regard to lease contracts we have entered into: Three Months Ended Six Months Ended (In thousands) June 30, 2019 June 30, 2019 Operating leases: Operating lease expense $ 3,365 $ 8,253 Sublease loss (income) 24 (310 ) Rent expense $ 3,389 $ 7,943 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,558 8,068 Right-of-use assets obtained in exchange for lease obligations 13,280 94,805 Weighted-average remaining lease term (in years) - operating leases 7.8 7.8 Weighted-average discount rate - operating leases 9 % 9 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments to be paid under non-cancellable leases in effect at June 30, 2019 , are as follows (in thousands): As of June 30, 2019 Operating leases 2019 (remaining six months) $ 5,770 2020 10,613 2021 10,206 2022 8,729 2023 8,676 Thereafter 24,998 Total lease payments 68,992 Less: imputed interest (21,733 ) Total $ 47,259 |
Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as of June 30, 2019 are as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total 1 Future purchase obligations $ 283,379 $ 375,814 $ 38,684 $ 35,972 $ 33,148 $ 6,791 $ 773,788 1 Total future purchase obligations were composed of $196.4 million related to non-cancellable purchase orders and $577.4 million related to long-term supply agreements. |
Schedule of Estimated Utilization 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 condensed consolidated balance sheets as of June 30, 2019 is as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Estimated utilization of advances from customers $ 44,763 $ 20,658 $ 26,087 $ — $ — $ — $ 91,508 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three and six months ended June 30, 2019 and July 1, 2018: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Balance at the beginning of the period $ 163,204 $ 179,169 $ 172,266 $ 181,303 Accruals for warranties issued during the period 13,427 3,662 18,048 7,500 Settlements and adjustments during the period (17,707 ) (6,046 ) (31,390 ) (12,018 ) Balance at the end of the period $ 158,924 $ 176,785 $ 158,924 $ 176,785 |
Future Financing Commitments | We are required to provide certain funding under agreements with unconsolidated investees, subject to certain conditions (see "Note 10 . Equity Investments "). As of June 30, 2019 , we have future financing obligations related to these agreements as follows: (In thousands) Amount Year: 2019 (remaining six months) $ 940 2020 2,900 $ 3,840 |
Equity Investments Equity Inves
Equity Investments Equity Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The carrying value of our equity investments, classified as "other long-term assets" on our condensed consolidated balance sheets, are as follows: As of (In thousands) June 30, 2019 December 30, 2018 Equity method investments: Dongfang $ 33,811 $ 32,784 Project entities 1,234 2,044 Total equity method investments 35,045 34,828 Equity investments with readily determinable fair value: Enphase 136,725 36,225 Total equity investments with readily determinable fair value 136,725 36,225 Equity investment with fair value option: SunStrong Capital Holdings, LLC 1 9,954 8,831 SunStrong Partners 1 9,500 — 8point3 Solar Investco 3 Holdings, LLC 1 — — Total equity investment with fair value option 19,454 8,831 Equity investments without readily determinable fair value: Project entities 2,949 2,951 Other equity investments without readily determinable fair value 5,859 5,859 Total equity investments without readily determinable fair value 8,808 8,810 Total equity investments $ 200,032 $ 88,694 1 We have elected the FVO in accordance with the guidance in ASC 323, for our investments in SunStrong Capital Holdings, LLC, SunStrong Partners, and 8point3 Solar Investco 3 Holdings, LLC. |
Schedule of Other Ownership Interests | Summarized Financial Statements The following table presents summarized financial statements for SunStrong Capital Holdings, LLC, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Six Months Ended (In thousands) June 30, 2019 Summarized statements of operations information: Revenue 22,626 22,626 Gross loss (1,209 ) (1,209 ) Net income 3,256 3,256 As of (In thousands) June 30, 2019 December 30, 2018 Summarized balance sheet information: Current assets 47,019 103,413 Long-term assets 867,082 868,185 Current liabilities 23,696 85,154 Long-term liabilities 662,765 660,065 1 |
Schedule of Related Party Transactions | The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 10. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 8,528 $ 3,823 Contract assets 21 18 Contract liabilities, current portion 1 20,402 18,408 Contract liabilities, net of current portion 1 36,701 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Revenue: Solar power systems, components, and other $ 6,641 $ 5,369 $ 12,684 $ 18,099 Cost of revenue: Solar power systems, components, and other 5,032 5,638 9,374 9,188 Research and development expense: Offsetting contributions received under the R&D Agreement — (50 ) — (87 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 93 1,376 244 2,783 Interest expense incurred on the 0.75% debentures due 2018 — 172 — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,094 1,094 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 2,000 2,000 Related-party transactions with investees are as follows: As of (In thousands) June 30, 2019 December 30, 2018 Accounts receivable $ 31,299 $ 19,062 Accounts payable 44,461 7,982 Accrued liabilities 16,862 22,364 Contract liabilities 19,084 — Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Payments made to investees for products/services 75,497 12,712 $ 99,018 $ 21,131 Revenues and fees received from investees for products/services 1 20,506 1,542 21,406 3,299 1 Includes a portion of proceeds received from tax equity investors in connection with 8point3 Energy Partners transactions. |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our condensed consolidated balance sheets: June 30, 2019 December 30, 2018 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 4.00% debentures due 2023 $ 425,000 $ — $ 420,580 $ 420,580 $ 425,000 $ — $ 419,958 $ 419,958 0.875% debentures due 2021 400,000 — 398,728 398,728 400,000 — 398,398 398,398 CEDA loan 30,000 — 29,102 29,102 30,000 — 29,063 29,063 Non-recourse financing and other debt 1 135,127 62,244 71,441 133,685 49,073 39,500 9,273 48,773 $ 990,127 $ 62,244 $ 919,851 $ 982,095 $ 904,073 $ 39,500 $ 856,692 $ 896,192 1 Other debt excludes payments related to capital leases, which are disclosed in "Note 9 . Commitments and Contingencies ." The following presents a summary of our non-recourse financing arrangements, including arrangements that are not classified as debt: Aggregate Carrying Value 1 (In thousands) June 30, 2019 December 30, 2018 Balance Sheet Classification Solar Services: Tax equity partnership flip facilities 61,845 58,810 Non-controlling interests in subsidiaries Credit Agricole warehouse facility 38,871 — Short-term debt and Long-term debt Mezzanine Loan 25,770 — Short-term debt and Long-term debt Commercial Projects: Arizona loan 6,528 6,650 Short-term debt and Long-term debt 1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. |
Schedule of Maturities of Debt | As of June 30, 2019 , the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2019 (remaining six months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Aggregate future maturities of outstanding debt $ 49,218 $ 16,126 $ 450,659 $ 694 $ 425,732 $ 47,698 $ 990,127 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: June 30, 2019 December 30, 2018 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 4.00% debentures due 2023 $ 420,580 $ 425,000 $ 379,406 $ 419,958 $ 425,000 $ 341,968 0.875% debentures due 2021 398,728 400,000 365,036 398,398 400,000 306,904 $ 819,308 $ 825,000 $ 744,442 $ 818,356 $ 825,000 $ 648,872 1 The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of hedge instruments measured at fair value on a recurring basis | The following tables present information about our hedge instruments measured at fair value on a recurring basis as of June 30, 2019 and December 30, 2018 , all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification June 30, 2019 December 30, 2018 Assets: Derivatives designated as hedging instruments: Foreign currency option contracts Prepaid expenses and other current assets $ 220 $ — $ 220 $ — Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 489 $ 729 $ 489 $ 729 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 730 $ — Interest rate contracts Other long-term liabilities 376 152 $ 1,106 $ 152 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 297 $ 1,161 $ 297 $ 1,161 |
Schedule of offsetting assets and liabilities | June 30, 2019 Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets, but Have Rights to Offset (In thousands) Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Net Amounts Derivative assets $ 709 $ — $ 709 $ 512 $ — $ 197 Derivative liabilities $ 1,403 — 1,403 512 — 891 December 30, 2018 Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets, but Have Rights to Offset (In thousands) Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral Net Amounts Derivative assets $ 729 $ — $ 729 $ 729 $ — $ — Derivative liabilities 1,313 — 1,313 729 — 584 |
Schedule of derivative instruments, effect on other comprehensive income (loss) | The following table summarizes the pre-tax amount of unrealized gain or loss recognized in "accumulated other comprehensive income" ("OCI") in "stockholders' equity" on our condensed consolidated balance sheets: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Derivatives designated as cash flow hedges: Gain (loss) in OCI at the beginning of the period $ 21 $ 1,045 $ (164 ) $ (561 ) Unrealized gain (loss) recognized in OCI (effective portion) (466 ) 468 (278 ) 2,103 Less: Gain reclassified from OCI to revenue (effective portion of FX trades) (444 ) — (444 ) (35 ) Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) 10 (32 ) 7 (26 ) Net gain (loss) on derivatives (900 ) 436 (715 ) 2,042 Gain (loss) in OCI at the end of the period $ (879 ) $ 1,481 $ (879 ) $ 1,481 |
Schedule of gain or loss recognized in Statement of Operations | The following table summarizes the amount of gain or loss recognized in "other, net" in our condensed consolidated statements of operations in the six months ended June 30, 2019 and July 1, 2018 : Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Derivatives designated as cash flow hedges: Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) $ 107 $ — $ 107 $ — Derivatives not designated as hedging instruments: Gain (loss) recognized in "Other, net" $ (125 ) $ (2,114 ) $ (1,034 ) $ (775 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | The following table presents the calculation of basic and diluted net income (loss) per share attributable to stockholders: Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Basic net income (loss) per share: Numerator: Net income (loss) attributable to stockholders $ 121,459 $ (447,117 ) $ 31,735 $ (563,091 ) Denominator: Basic weighted-average common shares 142,471 140,926 142,095 140,569 Basic net income (loss) per share $ 0.85 $ (3.17 ) $ 0.22 $ (4.01 ) Diluted net income (loss) per share 1 Numerator: Net income (loss) attributable to stockholders $ 121,459 $ (447,117 ) $ 31,735 $ (563,091 ) Add: Interest expense on 4.00% debenture due 2023, net of tax 3,358 — — $ — Add: Interest expense on 0.875% debenture due 2021, net of tax 691 — — $ — Net income (loss) available to common stockholders $ 125,508 $ (447,117 ) $ 31,735 $ (563,091 ) Denominator: Basic weighted-average common shares 142,471 140,926 142,095 $ 140,569 Effect of dilutive securities: Restricted stock units 2,241 — 967 — 0.875% debentures due 2021 13,922 — — — 4.00% debentures due 2023 8,203 — — — Dilutive weighted-average common shares: 166,837 140,926 143,062 140,569 Dilutive net income (loss) per share $ 0.75 $ (3.17 ) $ 0.22 $ (4.01 ) 1 As a result of our net income (loss) attributable to stockholders for the three and six months ended July 1, 2018 , the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under noted warrants and convertible debt would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such periods. |
Schedule of outstanding anti-dilutive potential common stock excluded from loss per share | The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income (loss) per share attributable to stockholders in the following periods: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restricted stock units $ 765 $ 3,616 $ 2,497 $ 5,549 Upfront warrants (held by Total) — 9,532 — 9,532 4.00% debentures due 2023 — 13,922 13,922 13,922 0.75% debentures due 2018 — 8,061 — 10,033 0.875% debentures due 2021 — 8,203 8,203 8,203 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock-based compensation expense by line item on the Statement of Operations | The following table summarizes the consolidated stock-based compensation expense by line item in our condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Cost of SunPower Energy Services revenue $ 460 $ 800 $ 628 $ 1,161 Cost of SunPower Technologies revenue 673 779 673 1,359 Research and development 879 907 1,472 3,785 Sales, general and administrative 4,258 4,158 9,163 9,097 Total stock-based compensation expense $ 6,270 $ 6,644 $ 11,936 $ 15,402 |
Summary of stock-based compensation expense by type of award | The following table summarizes the consolidated stock-based compensation expense by type of award: Three Months Ended Six Months Ended (In thousands) June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restricted stock units $ 6,790 $ 6,025 $ 13,418 $ 15,234 Change in stock-based compensation capitalized in inventory (520 ) 619 (1,482 ) 168 Total stock-based compensation expense $ 6,270 $ 6,644 $ 11,936 $ 15,402 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The following tables present segment results for the three and six months ended June 30, 2019 and July 1, 2018 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our condensed consolidated GAAP results, as well as information about significant customers and revenue by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended June 30, 2019 July 1, 2018 (In thousands): SunPower Energy Services SunPower Technologies SunPower Energy Services SunPower Technologies Revenue from external customers: North America Residential $ 173,954 $ — $ 179,881 $ — North America Commercial 70,784 — 82,789 — Operations and maintenance 12,602 — 12,477 — International DG — 109,591 — 83,801 Module sales — 102,160 — 64,923 Development services and legacy power plant — 12,781 — 23,283 Intersegment revenue — 90,416 — 68,876 Total segment revenue as reviewed by CODM $ 257,340 $ 314,948 $ 275,147 $ 240,883 Segment gross profit as reviewed by CODM $ 24,114 $ 24,469 $ 40,546 $ 4,430 Adjusted EBITDA $ 2,342 $ 11,700 $ 42,126 $ 23,187 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Segment gross profit $ 48,583 $ 44,976 $ 65,598 $ 77,388 Adjustments to segment gross profit: Intersegment elimination 2,157 7,445 9,793 1,301 8point3 Energy Partners — 8,337 — 8,337 Legacy utility and power plant projects (884 ) 569 (1,000 ) 837 Legacy sale-leaseback transactions 3,684 359 4,507 3,398 Impairment of property, plant and equipment — (355,107 ) — (355,107 ) Construction revenue on solar services contracts (5,506 ) — (16,892 ) — Gain on sale and impairment of residential lease assets 632 4,152 757 8,005 Cost of above-market polysilicon (25,950 ) (16,669 ) (75,378 ) (35,369 ) Stock-based compensation expense (1,133 ) (1,580 ) (1,301 ) (2,521 ) Amortization of intangible assets (1,783 ) (2,443 ) (3,569 ) (4,935 ) Depreciation of idle equipment — — — (721 ) Condensed consolidated GAAP gross profit (loss) $ 19,800 $ (309,961 ) $ (17,485 ) $ (299,387 ) Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Segment adjusted EBITDA $ 14,042 $ 65,313 $ (8,369 ) $ 113,163 Adjustments to segment adjusted EBITDA: 8point3 Energy Partners — 8,308 — 8,485 Legacy utility and power plant projects (884 ) 569 (1,000 ) 837 Legacy sale-leaseback transactions (1,025 ) (4,187 ) (5,936 ) (5,560 ) Unrealized gain on equity securities 67,500 — 100,500 — Impairment of property, plant and equipment — (369,168 ) — (369,168 ) Construction revenue on solar services contracts 6,398 — 10,138 — Gain on sale and impairment of residential lease assets (15,554 ) (50,360 ) (23,867 ) (95,499 ) Cost of above-market polysilicon (25,950 ) (16,669 ) (75,378 ) (35,369 ) Stock-based compensation expense (6,270 ) (6,643 ) (11,936 ) (15,401 ) Amortization of intangible assets (1,783 ) (2,443 ) (3,569 ) (4,935 ) Depreciation of idle equipment — — — (721 ) Gain on business divestiture 137,286 — 143,400 — Transaction-related costs (1,173 ) — (2,595 ) — Business reorganization costs (4,156 ) — (6,805 ) — Restructuring charges (2,453 ) (3,504 ) (1,788 ) (14,681 ) Non-cash interest expense (10 ) (23 ) (20 ) (45 ) Equity in earnings of unconsolidated investees 1,963 13,415 283 15,559 Net loss attributable to noncontrolling interests (11,385 ) (36,726 ) (26,226 ) (68,349 ) Cash interest expense, net of interest income (11,148 ) (21,509 ) (21,354 ) (41,674 ) Depreciation (21,286 ) (36,983 ) (40,467 ) (74,559 ) Corporate (6,007 ) (6,737 ) (7,354 ) (22,255 ) Income (loss) before income taxes and equity in earnings of unconsolidated investees $ 118,105 $ (467,347 ) $ 17,657 $ (610,172 ) Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Six Months Ended (In thousands): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Total segment revenue as reviewed by CODM $ 572,288 $ 516,030 $ 1,044,647 1,023,852 Adjustments to segment revenue: Intersegment elimination (90,416 ) (68,876 ) (151,216 ) (177,750 ) 8point3 Energy Partners — 8,337 — 8,588 Legacy utility and power plant projects 23 1,301 194 3,093 Legacy sale-leaseback transactions — (7,695 ) — (16,798 ) Construction revenue on solar services contracts (45,614 ) — (109,119 ) — Condensed consolidated GAAP revenue $ 436,281 $ 449,097 $ 784,506 $ 840,985 |
Revenue from External Customers by Geographic Areas | Three Months Ended Six Months Ended (As a percentage of total revenue): June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Revenue by geography: United States 48 % 68 % 49 % 68 % France 11 % 8 % 11 % 9 % Rest of World 41 % 24 % 40 % 23 % 100 % 100 % 100 % 100 % |
Organization And Summary Of S_4
Organization And Summary Of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | May 08, 2017 | Jun. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Credit Agricole loan borrowing capacity | $ 95 | |
Maximum | ||
Concentration Risk [Line Items] | ||
Sale leaseback, lease term (in years) | P25Y | |
Leased Solar Power Systems | ||
Concentration Risk [Line Items] | ||
Term of contracts (in years) | 20 years |
Organization And Summary Of S_5
Organization And Summary Of Significant Accounting Policies - Impact of New Leasing Guidance (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Prepaid expenses and other current assets | $ 113,748 | $ 131,183 | |
Operating lease right-of-use assets | 41,329 | 0 | |
Other long-term assets | 261,344 | 162,033 | |
Accrued liabilities | [1] | 192,412 | 235,252 |
Operating lease liabilities | 8,321 | 0 | |
Contract liabilities, current portion | [1] | 109,118 | 104,130 |
Operating lease liabilities, net of current portion | 38,938 | 0 | |
Contract liabilities, net of current portion | [1] | 75,934 | 99,509 |
Other long-term liabilities1 | 228,249 | 839,136 | |
Accumulated deficit | $ (2,440,102) | (2,480,988) | |
Adoption of ASC 842 | Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Prepaid expenses and other current assets | (4,433) | ||
Operating lease right-of-use assets | 81,525 | ||
Other long-term assets | (14,028) | ||
Accrued liabilities | (2,455) | ||
Operating lease liabilities | 11,499 | ||
Contract liabilities, current portion | (2,079) | ||
Operating lease liabilities, net of current portion | 70,132 | ||
Contract liabilities, net of current portion | (19,928) | ||
Other long-term liabilities1 | (3,256) | ||
Accumulated deficit | 9,151 | ||
Previously Reported | |||
Lessee, Lease, Description [Line Items] | |||
Prepaid expenses and other current assets | 126,750 | ||
Operating lease right-of-use assets | 81,525 | ||
Other long-term assets | 148,005 | ||
Accrued liabilities | 232,797 | ||
Operating lease liabilities | 11,499 | ||
Contract liabilities, current portion | 102,051 | ||
Operating lease liabilities, net of current portion | 70,132 | ||
Contract liabilities, net of current portion | 79,581 | ||
Other long-term liabilities1 | 835,880 | ||
Accumulated deficit | $ (2,471,837) | ||
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Organization And Summary Of S_6
Organization And Summary Of Significant Accounting Policies - Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Manufacturing equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Manufacturing equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Solar power systems | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Transactions with Total and T_3
Transactions with Total and Total S.A. (Details) | Mar. 04, 2019USD ($)MW | Jan. 07, 2019USD ($)MW | Jun. 19, 2018USD ($) | Mar. 31, 2018USD ($)MW | May 31, 2017USD ($) | Nov. 30, 2016MW | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 29, 2014USD ($)$ / sharesshares | May 31, 2013USD ($)$ / sharesshares | Feb. 28, 2012USD ($)$ / sharesshares | Dec. 31, 2011$ / sharesshares | Jun. 30, 2011USD ($)$ / shares | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Dec. 31, 2019 | Dec. 30, 2018USD ($) | Apr. 01, 2018USD ($) | Jun. 23, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Contract liabilities, current portion | [1] | $ 109,118,000 | $ 109,118,000 | $ 104,130,000 | ||||||||||||||||||||
Contract liabilities, net of current portion | [1] | 75,934,000 | 75,934,000 | 99,509,000 | ||||||||||||||||||||
Debt instrument, face value | 990,127,000 | 990,127,000 | 904,073,000 | |||||||||||||||||||||
Proceeds from divestiture of businesses and interests in affiliates | $ 359,900,000 | |||||||||||||||||||||||
Accounts receivable | 31,299,000 | $ 31,299,000 | 19,062,000 | |||||||||||||||||||||
Ownership interests in co-development solar project, percentage | 25.00% | |||||||||||||||||||||||
Investments and other noncurrent assets | $ 61,312,000 | $ 61,312,000 | 73,339,000 | |||||||||||||||||||||
0.75% debentures due 2018 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest rate, percentage | 0.75% | 0.75% | 0.75% | |||||||||||||||||||||
Debt instrument, face value | $ 300,000,000 | |||||||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 24.95 | |||||||||||||||||||||||
0.875% debentures due 2021 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest rate, percentage | 0.875% | 0.875% | 0.875% | 0.875% | 0.875% | 0.875% | ||||||||||||||||||
Debt instrument, face value | $ 400,000,000 | |||||||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 48.76 | |||||||||||||||||||||||
4.00% debentures due 2023 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest rate, percentage | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | |||||||||||||||||||
Debt instrument, face value | $ 425,000,000 | |||||||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 30.53 | |||||||||||||||||||||||
Credit Agricole | June 2017 Credit Agricole Syndicated Revolver | Letter of Credit | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||||||||
Guarantor commitment fee | 0.50% | |||||||||||||||||||||||
Guaranty fee percentage | 2.35% | |||||||||||||||||||||||
Total | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Ownership after sale of stock, percentage | 55.00% | |||||||||||||||||||||||
Contract liabilities | $ 88,500,000 | |||||||||||||||||||||||
Contract liabilities, current portion | $ 1,300,000 | $ 20,402,000 | $ 20,402,000 | 18,408,000 | ||||||||||||||||||||
Contract liabilities, net of current portion | 36,701,000 | $ 36,701,000 | 45,258,000 | |||||||||||||||||||||
Liquidity support facility, warrant, maximum ownership percentage allowed | 74.99% | |||||||||||||||||||||||
Investments and other noncurrent assets | $ 500,000 | |||||||||||||||||||||||
Total | Construction Revolver | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Liquidity support facility, maximum capacity | $ 500,000,000 | |||||||||||||||||||||||
Total | 0.75% debentures due 2018 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt instrument, face value | $ 200,000,000 | |||||||||||||||||||||||
Shares to be acquired | shares | 8,017,420 | |||||||||||||||||||||||
Total | 0.875% debentures due 2021 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt instrument, face value | $ 250,000,000 | |||||||||||||||||||||||
Shares to be acquired | shares | 5,126,775 | |||||||||||||||||||||||
Total | 4.00% debentures due 2023 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt instrument, face value | $ 100,000,000 | |||||||||||||||||||||||
Shares to be acquired | shares | 3,275,680 | |||||||||||||||||||||||
Total | Tender Offer Agreement | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Ownership after sale of stock, percentage | 60.00% | |||||||||||||||||||||||
Consideration received in cash tender offer (in dollars per share) | $ / shares | $ 23.25 | |||||||||||||||||||||||
Cash tender offer | $ 1,400,000,000 | |||||||||||||||||||||||
Total | Private Placement | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Ownership after sale of stock, percentage | 66.00% | |||||||||||||||||||||||
Consideration received in cash tender offer (in dollars per share) | $ / shares | $ 8.80 | |||||||||||||||||||||||
Number of shares of common stock issued and sold | shares | 18,600,000 | |||||||||||||||||||||||
Total | CHILE | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Supply agreement, power (in MW) | MW | 3.42 | |||||||||||||||||||||||
Customer advances paid upon execution, percentage | 10.00% | |||||||||||||||||||||||
Total | Dubai | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Supply agreement, power (in MW) | MW | 10 | 3.7 | ||||||||||||||||||||||
Contract liabilities, current portion | $ 3,200,000 | $ 1,400,000 | ||||||||||||||||||||||
Customer advances paid upon execution, percentage | 10.00% | 10.00% | ||||||||||||||||||||||
Total | Standstill Agreements | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Ownership after sale of stock, percentage | 15.00% | |||||||||||||||||||||||
Limitations on transfer of outstanding shares, percentage | 0.40 | |||||||||||||||||||||||
Total | Upfront warrants (held by Total) (in shares) | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Number of securities called by each warrant (in shares) | shares | 9,531,677 | |||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 7.8685 | |||||||||||||||||||||||
Class of warrant, term | 7 years | |||||||||||||||||||||||
Liquidity support facility, warrant, minimum amount of outstanding convertible debt required to be outstanding | $ 25,000,000 | |||||||||||||||||||||||
Total | Revenue: | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Solar power systems, components, and other | 6,641,000 | $ 5,369,000 | $ 12,684,000 | $ 18,099,000 | ||||||||||||||||||||
Total | Cost of revenue: | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Solar power systems, components, and other | 5,032,000 | 5,638,000 | 9,374,000 | 9,188,000 | ||||||||||||||||||||
Total | Research and development expense: | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Offsetting contributions received under the R&D Agreement | 0 | (50,000) | 0 | (87,000) | ||||||||||||||||||||
Total | Interest expense: | Credit Support Agreement | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest expense | 93,000 | 1,376,000 | 244,000 | 2,783,000 | ||||||||||||||||||||
Total | Interest expense: | 0.75% debentures due 2018 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest expense | 0 | 172,000 | 0 | 547,000 | ||||||||||||||||||||
Total | Interest expense: | 0.875% debentures due 2021 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest expense | 547,000 | 547,000 | 1,094,000 | 1,094,000 | ||||||||||||||||||||
Total | Interest expense: | 4.00% debentures due 2023 | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Interest expense | 1,000,000 | $ 1,000,000 | 2,000,000 | $ 2,000,000 | ||||||||||||||||||||
Total | Accounts receivable | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Accounts receivable | 8,528,000 | 8,528,000 | 3,823,000 | |||||||||||||||||||||
Total | Contract assets | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Contract assets | $ 21,000 | $ 21,000 | $ 18,000 | |||||||||||||||||||||
Total | Maximum | Standstill Agreements | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Percentage of voting interests acquired in business acquisition | 100.00% | 100.00% | ||||||||||||||||||||||
Total | Majority Shareholder | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Supply agreement, term | 4 years | |||||||||||||||||||||||
Supply agreement, power (in MW) | MW | 200 | |||||||||||||||||||||||
Supply agreement, power provided in agreement (in MW) | MW | 150 | |||||||||||||||||||||||
Supply agreement, additional power purchase option (in MW) | MW | 50 | |||||||||||||||||||||||
Scenario, Forecast | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Ownership interests in co-development solar project, percentage | 25.00% | |||||||||||||||||||||||
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)positions | Jul. 01, 2018USD ($)positions | Jun. 30, 2019USD ($)positions | Jul. 01, 2018USD ($)positions | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 436,281,000 | $ 449,097,000 | $ 784,506,000 | $ 840,985,000 |
Revenue or cost impact threshold | 1,000,000 | |||
Increase (decrease) in revenue from net changes in transaction prices | 0 | (4,639,000) | (3,301,000) | (4,639,000) |
Increase (decrease) in revenue from net changes in input cost estimates | 0 | (10,876,000) | 2,410,000 | (9,165,000) |
Net increase (decrease) in revenue from net changes in estimates | $ 0 | $ (15,515,000) | $ (891,000) | $ (13,804,000) |
Number of projects | positions | 0 | 3 | 1 | 4 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 0.00% | (17.90%) | (11.30%) | (4.20%) |
Increase (decrease) in contract assets | $ (5,700,000) | $ 11,800,000 | $ (7,409,000) | $ 35,375,000 |
Increase (decrease) in liabilities | (17,400,000) | 8,663,000 | 0 | |
Decrease in contract liabilities, net of adjustments | 2,800,000 | 18,600,000 | 35,900,000 | |
Decrease in contract liabilities | 29,600,000 | 53,000,000 | 41,600,000 | 91,600,000 |
SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 224,554,000 | 179,413,000 | 394,558,000 | 324,374,000 |
SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 211,727,000 | 269,684,000 | $ 389,948,000 | 516,611,000 |
Various Distribution Generation Projects | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue Recognized1 | 70.40% | |||
Module and component sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 257,512,000 | 258,668,000 | $ 452,691,000 | 482,175,000 |
Revenue, remaining performance obligation, amount | 420,900,000 | 420,900,000 | ||
Module and component sales | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 113,805,000 | 141,123,000 | 193,328,000 | 249,788,000 |
Module and component sales | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 143,707,000 | 117,545,000 | 259,363,000 | 232,387,000 |
Solar power systems sales and EPC services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 158,053,000 | 84,355,000 | 295,072,000 | 178,504,000 |
Revenue, remaining performance obligation, amount | 172,200,000 | 172,200,000 | ||
Solar power systems sales and EPC services | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 110,749,000 | 38,290,000 | 201,230,000 | 74,586,000 |
Solar power systems sales and EPC services | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 47,304,000 | 46,065,000 | 93,842,000 | 103,918,000 |
Operations and maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,276,000 | 10,757,000 | 20,520,000 | 21,961,000 |
Operations and maintenance | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operations and maintenance | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,276,000 | 10,757,000 | 20,520,000 | 21,961,000 |
Residential leasing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,676,000 | 95,317,000 | 5,560,000 | 158,345,000 |
Residential leasing | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Residential leasing | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,676,000 | 95,317,000 | 5,560,000 | 158,345,000 |
Solar services1 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,764,000 | 0 | 10,663,000 | 0 |
Revenue, remaining performance obligation, amount | 117,800,000 | 117,800,000 | ||
Solar services1 | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Solar services1 | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,764,000 | $ 0 | 10,663,000 | $ 0 |
O&M contracts of utility-scale PV solar power systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 11,300,000 | $ 11,300,000 | ||
Expected timing of satisfaction | 3 months | 3 months |
Business Divestiture - Narrativ
Business Divestiture - Narrative (Details) $ in Thousands | Jun. 30, 2019USD ($) | May 31, 2019USD ($) | Mar. 26, 2019USD ($)siteMW | Nov. 05, 2018USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Dec. 30, 2018USD ($) |
Sale Leaseback Transaction [Line Items] | |||||||||
Sale leaseback, gross proceeds | $ 86,900 | ||||||||
Sale leaseback, transaction costs | $ 1,200 | ||||||||
Proceeds from business divestiture, net of cash sold | 40,491 | $ 0 | |||||||
Long-term debt | $ 102,347 | $ 102,347 | $ 102,347 | $ 40,528 | |||||
Maximum | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Sale leaseback, lease term (in years) | P25Y | ||||||||
Holdcos | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Sale leaseback transaction, gross proceeds | $ 81,262 | $ 7,600 | $ 73,700 | ||||||
Number of sites | site | 200 | ||||||||
Sale leaseback, power supply (MW) | MW | 233 | ||||||||
Net gain on sale | $ 143,400 | 137,300 | |||||||
Gain on business divestiture | 143,400 | $ 143,400 | |||||||
SunStrong Partners | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Gain on business divestiture | $ 1,900 | ||||||||
Ownership percentage | 49.00% | ||||||||
Proceeds from business divestiture, net of cash sold | $ 10,000 | ||||||||
Mezzanine Loan | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Gain on business divestiture | $ 8,400 | ||||||||
Long-term debt | 49,000 | $ 32,000 | |||||||
Mezzanine Loan Adjustment | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Long-term debt | $ 10,500 |
Business Divestiture - Sale-Le
Business Divestiture - Sale-Leaseback Portfolio (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 | |
Sale Leaseback Transaction [Line Items] | |||
Restricted cash and cash equivalents, current portion | $ 13,139 | $ 41,762 | |
Accounts receivable, net | [1] | 211,921 | 175,605 |
Prepaid expenses and other current assets | 113,748 | 131,183 | |
Restricted cash and cash equivalents, net of current portion | 19,360 | 12,594 | |
Operating lease right-of-use assets | 41,329 | 0 | |
Other long-term assets | 261,344 | 162,033 | |
Total assets | 1,938,927 | 2,352,649 | |
Accrued Liabilities | [1] | 192,412 | 235,252 |
Operating lease liabilities, current portion | 8,321 | 0 | |
Operating lease liabilities, net of current portion | 38,938 | 0 | |
Other long-term liabilities1 | 228,249 | 839,136 | |
Total liabilities | 2,035,572 | $ 2,502,535 | |
Holdcos | |||
Sale Leaseback Transaction [Line Items] | |||
Restricted cash and cash equivalents, current portion | 43,641 | ||
Accounts receivable, net | 7,959 | ||
Prepaid expenses and other current assets | 957 | ||
Restricted cash and cash equivalents, net of current portion | 1,746 | ||
Operating lease right-of-use assets | 46,109 | ||
Other long-term assets | 477,816 | ||
Total assets | 578,228 | ||
Accounts payable | 1,071 | ||
Accrued Liabilities | 1,641 | ||
Operating lease liabilities, current portion | 2,443 | ||
Operating lease liabilities, net of current portion | 38,803 | ||
Other long-term liabilities1 | 600,675 | ||
Total liabilities | 644,633 | ||
Net liabilities sold | $ (66,405) | ||
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Business Divestiture - Net Gain
Business Divestiture - Net Gains (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 26, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 30, 2018 |
Sale Leaseback Transaction [Line Items] | |||||
Holdback receivables | $ 45,881 | $ 45,881 | $ 48,062 | ||
Holdcos | |||||
Sale Leaseback Transaction [Line Items] | |||||
Cash received from sale | $ 81,262 | $ 7,600 | 73,700 | ||
Other intangible assets | 3,000 | 3,000 | |||
Net liabilities sold | 66,405 | 66,405 | |||
Holdback receivables | 2,425 | 2,425 | |||
Net retained obligations | (9,692) | (9,692) | |||
Net gain on sale | $ 143,400 | $ 137,300 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 30, 2018 | |
Accounts receivable, net: | |||
Accounts receivable, gross | $ 233,858 | $ 233,858 | $ 193,980 |
Less: allowance for doubtful accounts | (21,075) | (21,075) | (16,906) |
Less: allowance for sales returns | (862) | (862) | (1,469) |
Accounts receivable, net | 211,921 | 211,921 | 175,605 |
Inventory Disclosure [Abstract] | |||
Raw materials | 67,290 | 67,290 | 58,378 |
Work-in-process | 86,097 | 86,097 | 86,639 |
Finished goods | 197,188 | 197,188 | 163,129 |
Inventories | 350,575 | 350,575 | 308,146 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Deferred project costs | 29,287 | 29,287 | 30,394 |
VAT receivables, current portion | 8,427 | 8,427 | 9,506 |
Deferred costs for solar power systems | 12,935 | 12,935 | 17,805 |
Derivative financial instruments | 709 | 709 | 729 |
Other receivables | 45,881 | 45,881 | 48,062 |
Prepaid taxes | 0 | 0 | 853 |
Other prepaid expenses | 16,397 | 16,397 | 23,568 |
Other current assets | 112 | 112 | 266 |
Prepaid expenses and other current assets | 113,748 | 113,748 | 131,183 |
Property, plant and equipment, net: | |||
Manufacturing equipment | 109,670 | 109,670 | 112,904 |
Land and buildings | 161,393 | 161,393 | 161,299 |
Leasehold improvements | 119,728 | 119,728 | 119,597 |
Solar power systems | 94,072 | 94,072 | 544,139 |
Computer equipment | 96,735 | 96,735 | 98,274 |
Furniture and fixtures | 10,626 | 10,626 | 10,594 |
Construction-in-process | 49,720 | 49,720 | 9,678 |
Property, plant and equipment, gross | 641,944 | 641,944 | 1,056,485 |
Less: accumulated depreciation | (207,933) | (207,933) | (216,614) |
Property, plant and equipment, net | 434,011 | 434,011 | 839,871 |
Other Assets, Noncurrent [Abstract] | |||
Equity investments with readily determinable fair value | 136,725 | 136,725 | 36,225 |
Equity investments without readily determinable fair value | 8,808 | 8,808 | 8,810 |
Equity investment with fair value option | 19,454 | 19,454 | 8,831 |
Equity method investments | 35,045 | 35,045 | 34,828 |
Other | 61,312 | 61,312 | 73,339 |
Other long-term assets | 261,344 | 261,344 | 162,033 |
Accrued Liabilities, Current [Abstract] | |||
Employee compensation and employee benefits | 36,065 | 36,065 | 44,337 |
Deferred revenue | 306 | 306 | 4,251 |
Interest payable | 10,128 | 10,128 | 11,786 |
Short-term warranty reserves | 41,703 | 41,703 | 38,161 |
Restructuring reserve | 2,690 | 2,690 | 6,310 |
VAT payables | 8,562 | 8,562 | 8,325 |
Derivative financial instruments | 1,076 | 1,076 | 1,161 |
Legal expenses | 13,163 | 13,163 | 12,442 |
Taxes payable | 20,537 | 20,537 | 19,146 |
Liability due to supply agreement | 29,329 | 29,329 | 28,045 |
Other | 28,853 | 28,853 | 61,288 |
Accrued liabilities | 192,412 | 192,412 | 235,252 |
Other Liabilities, Noncurrent [Abstract] | |||
Deferred revenue | 42,295 | 42,295 | 55,764 |
Long-term warranty reserves | 117,221 | 117,221 | 134,105 |
Long-term sale-leaseback financing | 0 | 0 | 583,418 |
Unrecognized tax benefits | 18,328 | 18,328 | 16,815 |
Long-term pension liability | 2,841 | 2,841 | 2,567 |
Derivative financial instruments | 1,193 | 1,193 | 152 |
Long-term liability due to supply agreement | 26,804 | 26,804 | 28,198 |
Other | 19,567 | 19,567 | 18,117 |
Other long-term liabilities | 228,249 | 228,249 | 839,136 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Cumulative translation adjustment | (10,331) | (10,331) | (11,121) |
Net unrealized loss on derivatives | (860) | (860) | (145) |
Net gain on long-term pension liability adjustment | 7,066 | 7,066 | 7,066 |
Deferred taxes | 240 | 240 | 50 |
Accumulated other comprehensive loss | (3,885) | (3,885) | (4,150) |
United States | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 157,905 | 157,905 | 575,451 |
Philippines | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 97,801 | 97,801 | 104,639 |
Malaysia | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 145,910 | 145,910 | 126,056 |
Mexico | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 20,924 | 20,924 | 21,566 |
Europe | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 11,395 | 11,395 | 12,043 |
Other | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 76 | 76 | 116 |
BPI France | |||
Accounts receivable, net: | |||
Proceeds from sale of collection of receivables | 23,400 | 44,300 | |
Uncollectable accounts receivables that have been factored | 11,900 | $ 21,000 | |
Loan And Security Agreement Lien | |||
Accounts receivable, net: | |||
Accounts receivable, gross | 61,100 | 61,100 | |
Inventory Disclosure [Abstract] | |||
Inventory, gross | $ 159,700 | $ 159,700 |
Solar Services (Details)
Solar Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 30, 2018 | |
Solar power systems leased and to be leased [Abstract] | |||
Solar power systems leased | $ 136,592 | $ 136,592 | $ 139,343 |
Solar power systems to be leased | 0 | 0 | 12,158 |
Solar power systems leased and to be leased, gross | 136,592 | 136,592 | 151,501 |
Less: accumulated depreciation and impairment | (64,275) | (64,275) | (58,944) |
Solar power systems leased and to be leased, net | 72,317 | 72,317 | 92,557 |
Operating lease, impairment loss | 0 | 4,000 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||
Fiscal 2019 (remaining six months) | 623 | 623 | |
Fiscal 2020 | 1,197 | 1,197 | |
Fiscal 2021 | 1,201 | 1,201 | |
Fiscal 2022 | 1,206 | 1,206 | |
Fiscal 2023 | 1,211 | 1,211 | |
Thereafter | 18,726 | 18,726 | |
Total | 24,164 | 24,164 | |
Financing receivables: | |||
Minimum lease payments receivable | 44,876 | 44,876 | 43,939 |
Unguaranteed residual value | 4,659 | 4,659 | 4,450 |
Unearned income | (9,008) | (9,008) | (8,859) |
Allowance for estimated losses | (20,968) | (20,968) | (18,656) |
Net financing receivables, held for sale | 19,559 | 19,559 | 20,874 |
Net financing receivables - current, held for sale | 1,171 | 1,171 | 1,282 |
Net financing receivables - non-current, held for sale | 18,388 | 18,388 | $ 19,592 |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |||
Fiscal 2019 (remaining six months) | 1,131 | 1,131 | |
Fiscal 2020 | 2,215 | 2,215 | |
Fiscal 2021 | 2,225 | 2,225 | |
Fiscal 2022 | 2,234 | 2,234 | |
Fiscal 2023 | 2,245 | 2,245 | |
Thereafter | 34,826 | 34,826 | |
Total | $ 44,876 | $ 44,876 |
Solar Services - Narrative (Det
Solar Services - Narrative (Details) $ in Thousands | May 31, 2019USD ($) | Nov. 05, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Dec. 30, 2018USD ($) |
Goodwill [Line Items] | |||||||
Impairment loss | $ 8,301 | $ 68,269 | $ 17,527 | $ 117,361 | |||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (25,954) | (117,361) | |||||
Proceeds from business divestiture, net of cash sold | 40,491 | 0 | |||||
Long-term debt | 102,347 | 102,347 | $ 40,528 | ||||
Residential leases | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | 18,600 | 68,300 | 27,800 | 117,400 | |||
SunStrong Capital Holdings, LLC | |||||||
Goodwill [Line Items] | |||||||
Ownership percentage sold upon deconsolidation | 0.49 | ||||||
Ownership percentage retained upon deconsolidation | 0.51 | ||||||
Noncontrolling Parties [Member] | |||||||
Goodwill [Line Items] | |||||||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 500 | 1,300 | |||||
SunStrong Partners | |||||||
Goodwill [Line Items] | |||||||
Ownership percentage | 49.00% | ||||||
Proceeds from business divestiture, net of cash sold | $ 10,000 | ||||||
Gain on business divestiture | 1,900 | ||||||
Mezzanine Loan | |||||||
Goodwill [Line Items] | |||||||
Long-term debt | $ 49,000 | $ 32,000 | |||||
Gain on business divestiture | 8,400 | ||||||
Mezzanine Loan Adjustment | |||||||
Goodwill [Line Items] | |||||||
Long-term debt | $ 10,500 | ||||||
Hypothetical Liquidation at Book Value | |||||||
Goodwill [Line Items] | |||||||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 18,100 | (13,800) | $ 26,600 | (13,900) | |||
Hypothetical Liquidation at Book Value | SunPower Energy Services | |||||||
Goodwill [Line Items] | |||||||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 54,500 | $ 103,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Document Period End Date | Jun. 30, 2019 | |
Other long-term assets: | ||
Equity investments with readily determinable fair value | $ 136,725 | $ 36,225 |
Total assets | 156,888 | 45,785 |
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 1,076 | 1,161 |
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | 1,193 | 152 |
Total liabilities | 1,403 | 1,313 |
Level 3 | ||
Other long-term assets: | ||
Total assets | 19,454 | 8,831 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Other long-term assets: | ||
Total assets | 709 | 729 |
Other long-term liabilities: | ||
Total liabilities | 1,403 | 1,313 |
Level 1 | ||
Other long-term assets: | ||
Total assets | 136,725 | 36,225 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other current assets: | ||
Derivative financial instruments (Note 12) | 709 | 729 |
Prepaid expenses and other current assets: | Level 3 | ||
Prepaid expenses and other current assets: | ||
Derivative financial instruments (Note 12) | 0 | 0 |
Prepaid expenses and other current assets: | Level 2 | ||
Prepaid expenses and other current assets: | ||
Derivative financial instruments (Note 12) | 709 | 729 |
Prepaid expenses and other current assets: | Level 1 | ||
Prepaid expenses and other current assets: | ||
Derivative financial instruments (Note 12) | 0 | 0 |
Other long-term assets: | ||
Other long-term assets: | ||
Equity investment (Note 10) | 19,454 | 8,831 |
Equity investments with readily determinable fair value | 136,725 | 36,225 |
Other long-term assets: | Level 3 | ||
Other long-term assets: | ||
Equity investment (Note 10) | 19,454 | 8,831 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 2 | ||
Other long-term assets: | ||
Equity investment (Note 10) | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 1 | ||
Other long-term assets: | ||
Equity investment (Note 10) | 0 | 0 |
Equity investments with readily determinable fair value | 136,725 | 36,225 |
Accrued liabilities: | ||
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 1,027 | 1,161 |
Accrued liabilities: | Level 3 | ||
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 0 | 0 |
Accrued liabilities: | Level 2 | ||
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 1,027 | 1,161 |
Accrued liabilities: | Level 1 | ||
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 0 | 0 |
Other long-term liabilities: | ||
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | 376 | 152 |
Other long-term liabilities: | Level 3 | ||
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | 0 | |
Other long-term liabilities: | Level 2 | ||
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | 376 | 152 |
Other long-term liabilities: | Level 1 | ||
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) shares in Millions | Aug. 09, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Federal Funds Sold and Securities Borrowed or Purchased under Agreements to Resell, Fair Value Disclosure | $ 6,100,000 | $ 6,100,000 | $ 6,000,000 | ||
Other than Temporary Impairment Losses, Investments | 0 | $ 0 | |||
Unrealized gain (loss) on investments | 67,500,000 | 100,500,000 | |||
Equity investments without readily determinable fair value | 8,808,000 | 8,808,000 | 8,810,000 | ||
Equity method investments | 35,045,000 | 35,045,000 | 34,828,000 | ||
Enphase Shares | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Shares issuable to the Company at closing of agreement | 7.5 | ||||
Total equity method investments | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity method investments | 35,000,000 | 35,000,000 | 34,800,000 | ||
Privately Held Companies [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity investments without readily determinable fair value | $ 19,500,000 | $ 19,500,000 | $ 8,800,000 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Apr. 01, 2018USD ($)employees | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 2,453 | $ 3,504 | $ 1,788 | $ 14,681 | |
Restructuring and related cost, cost incurred to date | 390,959 | 390,959 | |||
Restructuring costs | 1,788 | 14,681 | |||
February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 14,229 | 14,229 | |||
Restructuring costs | 1,842 | 10,833 | |||
Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 376,730 | 376,730 | |||
Restructuring costs | (54) | 3,848 | |||
Non-cash impairment charges | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 2,346 | 2,346 | |||
Restructuring costs | 2,346 | 0 | |||
Non-cash impairment charges | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 228,184 | 228,184 | |||
Restructuring costs | 0 | 0 | |||
Severance and benefits | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 11,748 | 11,748 | |||
Restructuring costs | (382) | 10,493 | |||
Severance and benefits | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 100,719 | 100,719 | |||
Restructuring costs | (3) | 837 | |||
Lease and related termination costs | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 8,085 | 8,085 | |||
Restructuring costs | 0 | 6 | |||
Other Restructuring | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 135 | 135 | |||
Restructuring costs | (122) | 340 | |||
Other Restructuring | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | $ 39,742 | 39,742 | |||
Restructuring costs | $ (51) | $ 3,005 | |||
Minimum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 12,000 | ||||
Minimum | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reorganization, number of jobs affected | employees | 150 | ||||
Reorganization, number of jobs affected as a percentage of global workforce | 3.00% | ||||
Restructuring charges | $ 20,000 | ||||
Severance costs | 11,000 | ||||
Facility costs | 9,000 | ||||
Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 20,000 | ||||
Maximum | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reorganization, number of jobs affected | employees | 250 | ||||
Restructuring charges | $ 30,000 | ||||
Severance costs | 16,000 | ||||
Facility costs | $ 14,000 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | $ 6,310 | |
Charges (Benefits) | 1,788 | $ 14,681 |
(Payments) Recoveries | (3,062) | |
Restructuring reserve, end | 2,690 | |
February 2018 Restructuring Plan: | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | 5,449 | |
Charges (Benefits) | 1,842 | 10,833 |
(Payments) Recoveries | (2,853) | |
Restructuring reserve, end | 2,092 | |
Legacy Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | 861 | |
Charges (Benefits) | (54) | 3,848 |
(Payments) Recoveries | (209) | |
Restructuring reserve, end | 598 | |
Non-cash impairment charges | February 2018 Restructuring Plan: | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | 0 | |
Charges (Benefits) | 2,346 | 0 |
(Payments) Recoveries | 0 | |
Restructuring reserve, end | 0 | |
Non-cash impairment charges | Legacy Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Charges (Benefits) | 0 | 0 |
Severance and benefits | February 2018 Restructuring Plan: | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | 5,449 | |
Charges (Benefits) | (382) | 10,493 |
(Payments) Recoveries | (2,975) | |
Restructuring reserve, end | 2,092 | |
Severance and benefits | Legacy Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Charges (Benefits) | (3) | 837 |
Other Restructuring | February 2018 Restructuring Plan: | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning | 0 | |
Charges (Benefits) | (122) | 340 |
(Payments) Recoveries | 122 | |
Restructuring reserve, end | 0 | |
Other Restructuring | Legacy Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Charges (Benefits) | $ (51) | $ 3,005 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jul. 01, 2018 | ||
Loss Contingencies [Line Items] | ||||
Operating lease expense | $ 3,365 | $ 8,253 | ||
Sublease loss (income) | 24 | (310) | ||
Rent expense | 3,389 | 7,943 | ||
Operating cash flows for operating leases | 3,558 | 8,068 | ||
Right-of-use assets obtained in exchange for lease obligations | [1] | $ 13,280 | $ 94,805 | $ 0 |
Weighted-average remaining lease term (in years) - operating leases | 7 years 9 months 18 days | 7 years 9 months 18 days | ||
Weighted-average discount rate - operating leases | 9.00% | 9.00% | ||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Lessee, operating lease, renewal term | 1 year | 1 year | ||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Lessee, operating lease, renewal term | 10 years | 10 years | ||
[1] | Amounts for the six months ended June 30, 2019 include the transition adjustment for the adoption of ASC 842 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 (remaining six months) | $ 5,770 |
2020 | 10,613 |
2021 | 10,206 |
2022 | 8,729 |
2023 | 8,676 |
Thereafter | 24,998 |
Total lease payments | 68,992 |
Less: imputed interest | (21,733) |
Total | 47,259 |
Operating leases not yet commenced, amount | $ 30,400 |
Minimum | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Operating leases not yet commenced, term of contracts | 1 year |
Maximum | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Operating leases not yet commenced, term of contracts | 18 years |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019USD ($)vendor | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)vendor | Jul. 01, 2018USD ($) | Dec. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Purchase commitments, number of vendors | vendor | 3 | 3 | ||||||
Purchase commitments supply and price, term | 2 years | |||||||
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||||||
Fiscal 2019 (remaining six months) | $ 283,379,000 | $ 283,379,000 | ||||||
Fiscal 2020 | 375,814,000 | 375,814,000 | ||||||
Fiscal 2021 | 38,684,000 | 38,684,000 | ||||||
Fiscal 2022 | 35,972,000 | 35,972,000 | ||||||
Fiscal 2023 | 33,148,000 | 33,148,000 | ||||||
Thereafter | 6,791,000 | 6,791,000 | ||||||
Total | 773,788,000 | 773,788,000 | ||||||
Future purchase obligations related to non-cancellable purchase orders | 196,400,000 | 196,400,000 | ||||||
Future purchase obligations related to long-term supply agreements | 577,400,000 | |||||||
Concentration Risk [Line Items] | ||||||||
Advances to suppliers | 146,800,000 | 146,800,000 | $ 171,600,000 | |||||
Advances to suppliers, current portion | 83,884,000 | $ 83,884,000 | 37,878,000 | |||||
Related Party Transaction [Line Items] | ||||||||
Document Period End Date | Jun. 30, 2019 | |||||||
Fiscal 2019 (remaining six months) | 44,763,000 | $ 44,763,000 | ||||||
Fiscal 2020 | 20,658,000 | 20,658,000 | ||||||
Fiscal 2021 | 26,087,000 | 26,087,000 | ||||||
Fiscal 2022 | 0 | 0 | ||||||
Fiscal 2023 | 0 | 0 | ||||||
Thereafter | 0 | 0 | ||||||
Total | 91,508,000 | 91,508,000 | ||||||
Contract liabilities, current portion | [1] | 109,118,000 | 109,118,000 | 104,130,000 | ||||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||||
Product Warranties, beginning | 163,204,000 | $ 179,169,000 | 172,266,000 | $ 181,303,000 | 181,303,000 | |||
Accruals for warranties issued during the period | 13,427,000 | 3,662,000 | 18,048,000 | 7,500,000 | ||||
Settlements and adjustments during the period | (17,707,000) | (6,046,000) | (31,390,000) | (12,018,000) | ||||
Product Warranties, end | 158,924,000 | 176,785,000 | 158,924,000 | 176,785,000 | 172,266,000 | |||
Extended product warranty accrual, current | 4,900,000 | 4,900,000 | 3,300,000 | |||||
Extended product warranty accrual, noncurrent | 6,700,000 | 6,700,000 | 6,500,000 | |||||
Liabilities Associated with Uncertain Tax Positions [Abstract] | ||||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 18,300,000 | 18,300,000 | 16,800,000 | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||
Long-term pension liability | 2,841,000 | 2,841,000 | 2,567,000 | |||||
Tax adjustments, settlements, and unusual provisions | 7,400,000 | 4,200,000 | ||||||
Net loss on long-term pension liability adjustment | 0 | $ 0 | 0 | $ 0 | ||||
Total | ||||||||
Related Party Transaction [Line Items] | ||||||||
Contract liabilities | $ 88,500,000 | |||||||
Advance payments from customers | 57,100,000 | 57,100,000 | ||||||
Contract liabilities, current portion | 20,402,000 | 20,402,000 | $ 18,408,000 | $ 1,300,000 | ||||
Future Financing | ||||||||
Future Financing Commitments [Line Items] | ||||||||
2019 (remaining six months) | 940,000 | 940,000 | ||||||
2020 | 2,900,000 | 2,900,000 | ||||||
Total commitment | 3,840,000 | $ 3,840,000 | ||||||
Supplier Concentration Risk | Supplier One | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 100.00% | 99.60% | ||||||
Other long-term liabilities | ||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||
Long-term pension liability | $ 2,800,000 | $ 2,800,000 | $ 2,800,000 | |||||
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Equity Investments - Equity Me
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 35,045 | $ 34,828 |
Equity investments with readily determinable fair value | 136,725 | 36,225 |
Equity investment with fair value option | 19,454 | 8,831 |
Equity investments without readily determinable fair value: | 8,808 | 8,810 |
Dongfang | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 33,811 | 32,784 |
Project entities | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 1,234 | 2,044 |
Equity investments without readily determinable fair value: | 2,949 | 2,951 |
Total equity method investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 35,000 | 34,800 |
SunStrong Capital Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investment with fair value option | $ 9,954 | 8,831 |
Ownership percentage | 47.50% | |
8point3 Solar Investco 3 Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investment with fair value option | $ 0 | 0 |
Equity Method Investment with Fair Value Option | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investment with fair value option | 19,454 | 8,831 |
Other equity investments without readily determinable fair value | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments without readily determinable fair value: | $ 5,859 | 5,859 |
Hannon Armstrong | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 45.10% | |
SunPower Corp | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 44.90% | |
SunStrong Partners | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 9,500 | |
Equity investment with fair value option | $ 9,500 | 0 |
Ownership percentage | 10.00% | |
Other Noncurrent Assets | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 200,032 | 88,694 |
Equity investments with readily determinable fair value | $ 136,725 | $ 36,225 |
Equity Investments - SunStrong
Equity Investments - SunStrong LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Schedule of Investments [Line Items] | |||||
Gross loss | $ 19,800 | $ (309,961) | $ (17,485) | $ (299,387) | |
Net income | 121,459 | $ (447,117) | 31,735 | $ (563,091) | |
Current assets | 1,011,440 | 1,011,440 | $ 1,073,771 | ||
Current liabilities | 770,796 | 770,796 | 705,006 | ||
SunStrong Capital Holdings, LLC | |||||
Schedule of Investments [Line Items] | |||||
Revenue | 22,626 | 22,626 | |||
Gross loss | (1,209) | (1,209) | |||
Net income | 3,256 | 3,256 | |||
Current assets | 47,019 | 47,019 | 103,413 | ||
Long-term assets | 867,082 | 867,082 | 868,185 | ||
Current liabilities | 23,696 | 23,696 | 85,154 | ||
Long-term liabilities | $ 662,765 | $ 662,765 | $ 660,065 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Accounts receivable | $ 31,299 | $ 31,299 | $ 19,062 | ||
Accounts payable | 44,461 | 44,461 | 7,982 | ||
Accrued liabilities | 16,862 | 16,862 | 22,364 | ||
Contract liabilities | 19,084 | 19,084 | $ 0 | ||
Payments made to investees for products/services | 75,497 | $ 12,712 | 99,018 | $ 21,131 | |
Revenues and fees received from investees for products/services | $ 20,506 | $ 1,542 | $ 21,406 | $ 3,299 |
Debt and Credit Sources (Detail
Debt and Credit Sources (Details) - USD ($) | Jun. 23, 2017 | Jun. 30, 2019 | Jul. 01, 2018 | Mar. 29, 2019 | Dec. 30, 2018 | Jun. 28, 2018 | May 31, 2017 | Dec. 31, 2015 | Jun. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2011 | Jan. 02, 2011 | |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | $ 990,127,000 | $ 904,073,000 | |||||||||||
Short-term | 62,244,000 | 39,500,000 | |||||||||||
Long-term | 919,851,000 | 856,692,000 | |||||||||||
Debt instruments, carrying value | 982,095,000 | 896,192,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Fiscal 2019 (remaining six months) | 49,218,000 | ||||||||||||
Fiscal 2020 | 16,126,000 | ||||||||||||
Fiscal 2021 | 450,659,000 | ||||||||||||
Fiscal 2022 | 694,000 | ||||||||||||
Fiscal 2023 | 425,732,000 | ||||||||||||
Thereafter | 47,698,000 | ||||||||||||
Total | 990,127,000 | 904,073,000 | |||||||||||
Convertible Debt [Abstract] | |||||||||||||
Carrying Value | [1] | 819,308,000 | 818,356,000 | ||||||||||
Debt instrument, face value | 990,127,000 | 904,073,000 | |||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Repayments of debt | 1,156,000 | $ 9,899,000 | |||||||||||
Non-recourse Financing and Other Debt | 61,845,000 | 58,810,000 | |||||||||||
Revolving Credit Facility | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Revolver outstanding | $ 0 | 0 | |||||||||||
CEDA Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate, percentage | 8.50% | ||||||||||||
4.00% debentures due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | $ 425,000,000 | ||||||||||||
Interest rate, percentage | 4.00% | 4.00% | 4.00% | ||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | $ 425,000,000 | ||||||||||||
Convertible Debt [Abstract] | |||||||||||||
Debt instrument, face value | $ 425,000,000 | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 30.53 | ||||||||||||
0.875% debentures due 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | $ 400,000,000 | ||||||||||||
Interest rate, percentage | 0.875% | 0.875% | 0.875% | 0.875% | |||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | $ 400,000,000 | ||||||||||||
Convertible Debt [Abstract] | |||||||||||||
Debt instrument, face value | $ 400,000,000 | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 48.76 | ||||||||||||
CEDA Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | $ 30,000,000 | 30,000,000 | $ 30,000,000 | ||||||||||
Short-term | 0 | 0 | |||||||||||
Long-term | 29,102,000 | 29,063,000 | |||||||||||
Debt instruments, carrying value | 29,102,000 | 29,063,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||
Convertible Debt [Abstract] | |||||||||||||
Debt instrument, face value | 30,000,000 | 30,000,000 | $ 30,000,000 | ||||||||||
Debt, fair value | 32,800,000 | ||||||||||||
Other Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | 135,127,000 | 49,073,000 | |||||||||||
Short-term | 62,244,000 | 39,500,000 | |||||||||||
Long-term | 71,441,000 | 9,273,000 | |||||||||||
Debt instruments, carrying value | 133,685,000 | 48,773,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | 135,127,000 | 49,073,000 | |||||||||||
Convertible Debt [Abstract] | |||||||||||||
Debt instrument, face value | 135,127,000 | 49,073,000 | |||||||||||
June 2017 Credit Agricole Syndicated Revolver | Letter of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Liquidity support facility, maximum capacity | $ 100,000,000 | $ 100,000,000 | |||||||||||
June 2017 Credit Agricole Syndicated Revolver | Line of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Liquidity support facility, maximum capacity | $ 300,000,000 | ||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||
Guaranty fee percentage | 2.35% | ||||||||||||
Borrowing limit, percentage of guaranteed amount | 95.00% | ||||||||||||
July 2013 Credit Agricole Syndicated Revolver | Line of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Line of credit facility, basis spread on federal funds rate, period two | 0.50% | ||||||||||||
Line of credit facility, basis spread on libor rate, period two | 1.00% | ||||||||||||
September 2011 Letter of Credit | Letter of Credit | Deutsche Bank | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Liquidity support facility, maximum capacity | $ 200,000,000 | ||||||||||||
Letters of credit outstanding, amount | 3,600,000 | 3,000,000 | |||||||||||
Unsecured Debt | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Non-recourse Financing and Other Debt | 6,528,000 | 6,650,000 | |||||||||||
March 2019 Revolving Credit Facility | Revolving Credit Facility | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Liquidity support facility, maximum capacity | $ 50,000,000 | ||||||||||||
Debt covenant, restricted cash | $ 5,000,000 | ||||||||||||
Line of credit facility, amount outstanding | 12,500,000 | ||||||||||||
Repayments of debt | 300,000 | ||||||||||||
June 2018 Facility Agreement With SunTrust Bank | Line of Credit | SunTrust Bank | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Liquidity support facility, maximum capacity | 75,000,000 | ||||||||||||
Line of credit, current borrowing capacity | $ 75,000,000 | ||||||||||||
Credit Agricole warehouse facility | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Non-recourse Financing and Other Debt | 38,871,000 | 0 | |||||||||||
Mezzanine Loan | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Non-recourse Financing and Other Debt | 25,770,000 | 0 | |||||||||||
Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | 825,000,000 | 825,000,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | 825,000,000 | 825,000,000 | |||||||||||
Convertible Debt [Abstract] | |||||||||||||
Carrying Value | 819,308,000 | 818,356,000 | |||||||||||
Debt instrument, face value | 825,000,000 | 825,000,000 | |||||||||||
Fair value | 744,442,000 | 648,872,000 | |||||||||||
Convertible Debt | 4.00% debentures due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | 425,000,000 | 425,000,000 | |||||||||||
Short-term | 0 | 0 | |||||||||||
Long-term | 420,580,000 | 419,958,000 | |||||||||||
Debt instruments, carrying value | 420,580,000 | 419,958,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | 425,000,000 | 425,000,000 | |||||||||||
Convertible Debt [Abstract] | |||||||||||||
Carrying Value | 420,580,000 | 419,958,000 | |||||||||||
Debt instrument, face value | 425,000,000 | 425,000,000 | |||||||||||
Fair value | 379,406,000 | 341,968,000 | |||||||||||
Convertible Debt | 0.875% debentures due 2021 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face value | 400,000,000 | 400,000,000 | |||||||||||
Short-term | 0 | 0 | |||||||||||
Long-term | 398,728,000 | 398,398,000 | |||||||||||
Debt instruments, carrying value | 398,728,000 | 398,398,000 | |||||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||||||
Total | 400,000,000 | 400,000,000 | |||||||||||
Convertible Debt [Abstract] | |||||||||||||
Carrying Value | 398,728,000 | 398,398,000 | |||||||||||
Debt instrument, face value | 400,000,000 | 400,000,000 | |||||||||||
Fair value | $ 365,036,000 | $ 306,904,000 | |||||||||||
London Interbank Offered Rate (LIBOR) | July 2013 Credit Agricole Syndicated Revolver | Line of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Debt instrument, basis spread on variable rate | 0.60% | ||||||||||||
Prime Rate | July 2013 Credit Agricole Syndicated Revolver | Line of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||||||||
Alternate Base Rate | June 2017 Credit Agricole Syndicated Revolver | Line of Credit | Credit Agricole | |||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||
Commitment fee percentage | 0.06% | ||||||||||||
[1] | We have related-party balances for transactions made with Total S.A. 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," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 2 , Note 9 , Note 10 , and Note 11 ). |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | $ 1,076,000 | $ 1,076,000 | $ 1,161,000 | ||
Derivative financial instruments | 1,193,000 | 1,193,000 | 152,000 | ||
Derivative assets, gross amounts recognized | 709,000 | 709,000 | 729,000 | ||
Derivative assets, gross amounts offset | 0 | 0 | 0 | ||
Derivative assets, net amounts presented | 709,000 | 709,000 | 729,000 | ||
Derivative assets, financial instruments | 512,000 | 512,000 | 729,000 | ||
Derivative assets, cash collateral | 0 | 0 | 0 | ||
Derivative assets, net amounts | 197,000 | 197,000 | 0 | ||
Derivative liabilities, gross amounts recognized | 1,403,000 | 1,403,000 | 1,313,000 | ||
Derivative liabilities, gross amounts offset | 0 | 0 | 0 | ||
Derivative liabilities, net amounts presented | 1,403,000 | 1,403,000 | 1,313,000 | ||
Derivative liabilities, financial instruments | 512,000 | 512,000 | 729,000 | ||
Derivative liabilities, cash collateral | 0 | 0 | 0 | ||
Derivative liabilities, net amounts | 891,000 | 891,000 | 584,000 | ||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
Gain (loss) in OCI at the beginning of the period | 21,000 | $ 1,045,000 | (164,000) | $ (561,000) | |
Unrealized gain (loss) recognized in OCI (effective portion) | (466,000) | 468,000 | (278,000) | 2,103,000 | |
Gain recognized in other, net on derivatives (ineffective portion and amount excluded from effectiveness testing) | (444,000) | 0 | (444,000) | (35,000) | |
Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) | 10,000 | (32,000) | 7,000 | (26,000) | |
Net gain (loss) on derivatives | (900,000) | 436,000 | (715,000) | 2,042,000 | |
Gain (loss) in OCI at the end of the period | (879,000) | 1,481,000 | (879,000) | 1,481,000 | |
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net [Abstract] | |||||
Gain recognized in other, net on derivatives (ineffective portion and amount excluded from effectiveness testing) | (444,000) | 0 | (444,000) | (35,000) | |
Derivatives designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 220,000 | 220,000 | 0 | ||
Derivative liability | 1,106,000 | 1,106,000 | 152,000 | ||
Derivatives designated as hedging instruments | Interest rate swap | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 6,500,000 | 6,500,000 | 6,700,000 | ||
Derivatives not designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 489,000 | 489,000 | 729,000 | ||
Derivative liability | 297,000 | 297,000 | 1,161,000 | ||
Derivatives not designated as hedging instruments | Foreign currency forward exchange contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 19,500,000 | 19,500,000 | 11,400,000 | ||
Prepaid expenses and other current assets | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 709,000 | 709,000 | 729,000 | ||
Prepaid expenses and other current assets | Derivatives designated as hedging instruments | Foreign currency option contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative assets | 220,000 | 220,000 | 0 | ||
Prepaid expenses and other current assets | Derivatives not designated as hedging instruments | Foreign currency forward exchange contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative assets | 489,000 | 489,000 | 729,000 | ||
Accrued liabilities | Derivatives not designated as hedging instruments | Foreign currency forward exchange contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 297,000 | 297,000 | 1,161,000 | ||
Other long-term liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 376,000 | 376,000 | 152,000 | ||
Other long-term liabilities | Derivatives designated as hedging instruments | Interest rate contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative liabilities | 376,000 | 376,000 | 152,000 | ||
Level 2 | Prepaid expenses and other current assets | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 709,000 | 709,000 | 729,000 | ||
Level 2 | Accrued liabilities | Derivatives designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative assets | 730,000 | 730,000 | 0 | ||
Level 2 | Other long-term liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 376,000 | 376,000 | 152,000 | ||
Other, net | |||||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
Gain recognized in other, net on derivatives (ineffective portion and amount excluded from effectiveness testing) | (107,000) | 0 | (107,000) | 0 | |
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net [Abstract] | |||||
Gain recognized in other, net on derivatives (ineffective portion and amount excluded from effectiveness testing) | (107,000) | 0 | (107,000) | 0 | |
Gain (loss) recognized in Other, net | (125,000) | $ (2,114,000) | (1,034,000) | $ (775,000) | |
Cash Flow Hedging | Derivatives designated as hedging instruments | Forward contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 47,900,000 | 47,900,000 | 0 | ||
Cash Flow Hedging | Derivatives designated as hedging instruments | Foreign currency option contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | $ 102,000,000 | $ 102,000,000 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) for income taxes | $ 6,068 | $ 3,081 | $ 11,865 | $ 5,709 | |
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated investees | 118,105 | $ (467,347) | 17,657 | $ (610,172) | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 18,300 | $ 18,300 | $ 16,800 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to stockholders | $ 121,459 | $ (447,117) | $ 31,735 | $ (563,091) |
Basic (shares) | 142,471 | 140,926 | 142,095 | 140,569 |
Basic net income (loss) per share | $ 0.85 | $ (3.17) | $ 0.22 | $ (4.01) |
Net income (loss) available to common stockholders, diluted | $ 125,508 | $ (447,117) | $ 31,735 | $ (563,091) |
Diluted (shares) | 166,837 | 140,926 | 143,062 | 140,569 |
Dilutive net income (loss) per share | $ 0.75 | $ (3.17) | $ 0.22 | $ (4.01) |
Restricted stock units (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 765 | 3,616 | 2,497 | 5,549 |
Upfront warrants (held by Total) (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 0 | 9,532 | 0 | 9,532 |
4.00% debentures due 2023 (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Interest expense | $ 3,358 | $ 0 | $ 0 | $ 0 |
Effect of dilutive securities: | 0 | 13,922 | 13,922 | 13,922 |
0.75% debentures due 2018 (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 0 | 8,061 | 0 | 10,033 |
0.875% debentures due 2021 (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Interest expense | $ 691 | $ 0 | $ 0 | $ 0 |
Effect of dilutive securities: | 0 | 8,203 | 8,203 | 8,203 |
Diluted Shares | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted (shares) | 142,471 | 140,926 | 142,095 | 140,569 |
Dilutive Securities | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted (shares) | 166,837 | 140,926 | 143,062 | 140,569 |
Dilutive Securities | Restricted stock units (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 2,241 | 0 | 967 | 0 |
Dilutive Securities | 4.00% debentures due 2023 (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 8,203 | 0 | 0 | 0 |
Dilutive Securities | 0.875% debentures due 2021 (in shares) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 13,922 | 0 | 0 | 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6,270 | $ 6,644 | $ 11,936 | $ 15,402 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6,790 | 6,025 | 13,418 | 15,234 |
Change in stock-based compensation capitalized in inventory | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | (520) | 619 | (1,482) | 168 |
Cost of revenue: | North America Commercial | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 460 | 800 | 628 | 1,161 |
Cost of revenue: | Residential leases | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 673 | 779 | 673 | 1,359 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 879 | 907 | 1,472 | 3,785 |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,258 | $ 4,158 | $ 9,163 | $ 9,097 |
Segment and Geographical Info_3
Segment and Geographical Information (Details) $ in Thousands | Nov. 05, 2018 | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)segments | Jul. 01, 2018USD ($) |
Segment Reporting Information [Line Items] | |||||
Number of segments | segments | 3 | ||||
Revenue | $ 436,281 | $ 449,097 | $ 784,506 | $ 840,985 | |
Segment gross profit as reviewed by CODM | 19,800 | (309,961) | (17,485) | (299,387) | |
Adjusted EBITDA | 118,105 | (467,347) | 17,657 | (610,172) | |
Unrealized gain on equity securities | 100,500 | 0 | |||
Stock-based compensation | (11,936) | (13,697) | |||
Restructuring charges | (1,788) | (14,681) | |||
Non-cash interest expense | (4,925) | (8,262) | |||
Equity in earnings of unconsolidated investees | (1,963) | (13,415) | (283) | (15,559) | |
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | 11,385 | 36,726 | 26,226 | 68,349 | |
Gain on sale and impairment of residential lease assets | 8,301 | 68,269 | 17,527 | 117,361 | |
SunPower Energy Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 211,727 | 269,684 | 389,948 | 516,611 | |
SunPower Technologies | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 224,554 | 179,413 | 394,558 | 324,374 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total segment revenue as reviewed by CODM | 572,288 | 516,030 | 1,044,647 | 1,023,852 | |
Segment gross profit as reviewed by CODM | 48,583 | 44,976 | 65,598 | 77,388 | |
Adjusted EBITDA | 14,042 | 65,313 | (8,369) | 113,163 | |
Operating Segments | SunPower Energy Services | |||||
Segment Reporting Information [Line Items] | |||||
Total segment revenue as reviewed by CODM | 257,340 | 275,147 | 499,066 | 530,535 | |
Segment gross profit as reviewed by CODM | 24,114 | 40,546 | 41,987 | 76,180 | |
Adjusted EBITDA | 2,342 | 42,126 | (11,569) | 84,131 | |
Operating Segments | SunPower Energy Services | North America Residential | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 173,954 | 179,881 | 340,601 | 325,826 | |
Operating Segments | SunPower Energy Services | North America Commercial | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 70,784 | 82,789 | 135,909 | 179,684 | |
Operating Segments | SunPower Energy Services | Operations and maintenance | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 12,602 | 12,477 | 22,556 | 25,025 | |
Operating Segments | SunPower Energy Services | International DG | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Energy Services | Module sales | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Energy Services | Development services and legacy power plant | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Technologies | |||||
Segment Reporting Information [Line Items] | |||||
Total segment revenue as reviewed by CODM | 314,948 | 240,883 | 545,581 | 493,317 | |
Segment gross profit as reviewed by CODM | 24,469 | 4,430 | 23,611 | 1,208 | |
Adjusted EBITDA | 11,700 | 23,187 | 3,200 | 29,032 | |
Operating Segments | SunPower Technologies | North America Residential | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Technologies | North America Commercial | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Technologies | Operations and maintenance | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating Segments | SunPower Technologies | International DG | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 109,591 | 83,801 | 189,114 | 145,572 | |
Operating Segments | SunPower Technologies | Module sales | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 102,160 | 64,923 | 191,576 | 111,256 | |
Operating Segments | SunPower Technologies | Development services and legacy power plant | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 12,781 | 23,283 | 13,675 | 58,739 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (90,416) | (68,876) | (151,216) | (177,750) | |
Segment gross profit as reviewed by CODM | 2,157 | 7,445 | 9,793 | 1,301 | |
Intersegment Eliminations | SunPower Energy Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | SunPower Technologies | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 90,416 | 68,876 | 151,216 | 177,750 | |
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
8point3 | 0 | 8,337 | 0 | 8,588 | |
Legacy utility and power plant projects | 23 | 1,301 | 194 | 3,093 | |
Sale-leaseback transactions | 0 | (7,695) | 0 | (16,798) | |
Gross profit/margin | Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
8point3 | 0 | (8,337) | 0 | (8,337) | |
Legacy utility and power plant projects | (884) | 569 | (1,000) | 837 | |
Sale-leaseback transactions | 3,684 | 359 | 4,507 | 3,398 | |
Property, Plant and Equipment Impairment or Disposal Disclosure | 0 | (355,107) | 0 | (355,107) | |
Impairment of residential lease assets | 632 | 4,152 | 757 | 8,005 | |
Cost of above-market polysilicon | (25,950) | (16,669) | (75,378) | (35,369) | |
Stock-based compensation | (1,133) | (1,580) | (1,301) | (2,521) | |
Amortization of intangible assets | (1,783) | (2,443) | (3,569) | (4,935) | |
Depreciation of idle equipment | 0 | 0 | 0 | (721) | |
Income (loss) before income taxes and equity in earnings of unconsolidated investees | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of residential lease assets | (15,554) | (23,867) | |||
Income (loss) before income taxes and equity in earnings of unconsolidated investees | Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
8point3 | 0 | 8,308 | 0 | 8,485 | |
Legacy utility and power plant projects | (884) | 569 | (1,000) | 837 | |
Sale-leaseback transactions | (1,025) | (4,187) | (5,936) | (5,560) | |
Unrealized gain on equity securities | 67,500 | 0 | 100,500 | 0 | |
Property, Plant and Equipment Impairment or Disposal Disclosure | 0 | (369,168) | 0 | (369,168) | |
Impairment of residential lease assets | (50,360) | (95,499) | |||
Cost of above-market polysilicon | (25,950) | (16,669) | (75,378) | (35,369) | |
Stock-based compensation | (6,270) | (6,643) | (11,936) | (15,401) | |
Amortization of intangible assets | (1,783) | (2,443) | (3,569) | (4,935) | |
Depreciation of idle equipment | 0 | 0 | 0 | (721) | |
Gain on business divestiture | 137,286 | 0 | 143,400 | 0 | |
Transaction-related costs | (1,173) | 0 | (2,595) | 0 | |
Business reorganization costs | (4,156) | 0 | (6,805) | 0 | |
Restructuring charges | (2,453) | (3,504) | (1,788) | (14,681) | |
Non-cash interest expense | (10) | (23) | (20) | (45) | |
Equity in earnings of unconsolidated investees | 1,963 | 13,415 | 283 | 15,559 | |
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | (11,385) | (36,726) | (26,226) | (68,349) | |
Cash interest expense, net of interest income | (11,148) | (21,509) | (21,354) | (41,674) | |
Depreciation | (21,286) | (36,983) | (40,467) | (74,559) | |
Income (loss) before income taxes and equity in earnings of unconsolidated investees | Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | $ (6,007) | $ (6,737) | $ (7,354) | $ (22,255) | |
Sales Revenue, Net | Geographic Concentration Risk | United States | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 48.00% | 68.00% | 49.00% | 68.00% | |
Sales Revenue, Net | Geographic Concentration Risk | France | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 11.00% | 8.00% | 11.00% | 9.00% | |
Sales Revenue, Net | Geographic Concentration Risk | Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 41.00% | 24.00% | 40.00% | 23.00% | |
Sales Revenue, Net | Geographic Concentration Risk | All Countries | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Construction revenue on solar services contracts | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 6,398 | $ 0 | $ 10,138 | $ 0 | |
Construction revenue on solar services contracts | Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (45,614) | 0 | (109,119) | 0 | |
Construction revenue on solar services contracts | Gross profit/margin | Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (5,506) | $ 0 | (16,892) | $ 0 | |
SunStrong Capital Holdings, LLC | |||||
Segment Reporting Information [Line Items] | |||||
Ownership percentage sold upon deconsolidation | 0.49 | ||||
Ownership percentage retained upon deconsolidation | 0.51 | ||||
Segment gross profit as reviewed by CODM | $ (1,209) | $ (1,209) |
Uncategorized Items - spwr06302
Label | Element | Value |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 9,151,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 9,151,000 |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 9,151,000 |