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 Plant 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. Adjustments Made for Segment Purposes Adjustments Based on International Financial Reporting Standards (“IFRS”) 8point3 Energy Partners We included adjustments related to the sales of projects contributed to 8point3 based on the difference between the fair value of the consideration received and the net carrying value of the projects contributed, of which, a portion was deferred in proportion to our 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. Under IFRS, profit was recognized on sales related to the residential lease portfolio, while for other projects sold, profit was deferred until these projects reached commercial operations. Equity in earnings of unconsolidated investees also included the impact of our share of 8point3’s earnings related to sales of projects receiving sales recognition under IFRS but not GAAP. On June 19, 2018, we sold our equity interest in the 8point3 Group. Legacy utility and power plant projects We included adjustments related to the revenue recognition of certain utility and power plant projects based on percentage-of-completion accounting and, when relevant, the allocation of revenue and margin to our project development efforts at the time of initial project sale. Under IFRS, such projects are accounted for when the customer obtains control of the promised goods or services which generally results in earlier recognition of revenue and profit than U.S. GAAP. Over the life of each project, cumulative revenue and gross margin will eventually be equivalent under both GAAP and IFRS; however, revenue and gross margin will generally be recognized earlier under IFRS. 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. Mark-to-market gain (loss) 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, realized and 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. Further, we elected the Fair Value Option (“FVO”) for some of our equity method investments, and we adjust the carrying value of those investments based on their fair market value calculated periodically. Such option is not available under IFRS, and equity method accounting is required for those investments. Management believes that excluding these adjustments on 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. Loss on sale and 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. Additionally, in the third quarter of fiscal 2019, in continuation with our intention to deconsolidate all the residential lease assets owned by us, we sold the remainder of residential lease assets still owned by us, that were not previously sold. These residential lease assets were sold under a new assignment of interest agreement (“Assignment Agreement”) entered into with SunStrong. Impairment of property, plant, and equipment In the second quarter of fiscal 2018, we announced a proposed plan to change the corporate structure into the Upstream business unit and Downstream business unit, and long-term strategy to replace IBC technology to NGT. Accordingly, we are in the process of upgrading the equipment associated with our manufacturing operations for the production of NGT over the next several years. In connection with these events, we determined indicators of impairment existed and therefore performed an evaluation of the recoverability of the asset group. In accordance with such evaluation, we recognized a non-cash impairment charge on our property, plant and equipment. Such asset impairment is excluded from our non-GAAP financial measures as it is non-cash in nature and not reflective of our ongoing operating results. Construction revenue on solar services contracts Upon adoption of 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 Stock-based compensation relates primarily to our equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict. We believe that this adjustment for stock-based compensation provides investors with a basis to measure our core performance, including the ability to compare our performance with the performance of other companies, without the period-to-period variability created by stock-based compensation. Amortization of intangible assets We incur amortization of intangible assets as a result of acquisitions, which includes patents, purchased technology, project pipeline assets, and in-process research and development. We believe that it is appropriate to exclude these amortization charges from our non-GAAP financial measures as they arise from prior acquisitions, are not reflective of ongoing operating results, and do not contribute to a meaningful evaluation of our past operating performance. Depreciation of idle equipment In the fourth quarter of 2017, 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 lives. Such asset depreciation is excluded from our non-GAAP financial measures as it is non-cash in nature and not reflective of ongoing operating results. Excluding this data provides investors with a basis to compare our performance against the performance of other companies without such charges. Business process improvements During prior quarter ended June 30, 2019, the company initiated a project to improve its manufacturing and related processes to improve gross margin in coming years, and engaged third party experts to consult on business process improvements. Management believes it is appropriate to exclude these consulting expenses from our Non-GAAP financial measures as they non-recurring in nature, and are not reflective of the Company’s ongoing operating results. Gain on business divestiture In the second quarter of fiscal 2019, we entered into 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. We believe that it is appropriate to exclude this gain from our segment results as it is 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. We believe that it is appropriate to exclude these costs from our segment results as they would not have otherwise been incurred as part of our 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 reorganization of corporate functions and responsibilities to the business units, updating accounting policies and processes and implementing systems. We also incurred and expect to incur costs in financing our Next Generation Technology ("NGT") business. We believe that it is appropriate to exclude these from our segment results as they would not have otherwise been incurred as part of our 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 our debt. We exclude non-cash interest expense because the expense does not reflect our financial results in the period incurred. We believe that this adjustment for non-cash interest expense provides investors with a basis to evaluate our performance, including compared with the performance of other companies, without non-cash interest expense. Restructuring expenses We incur restructuring expenses related to reorganization plans aimed towards realigning resources consistent with our global strategy and improving our overall operating efficiency and cost structure. Restructuring charges are excluded from our segment financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although we have engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, we believe that it is appropriate to exclude restructuring charges from our segment financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of our past operating performance. Segment and Geographical Information The following tables present segment results for the three months ended September 29, 2019 and September 30, 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 September 29, 2019 September 30, 2018 (In thousands): SunPower Energy Services SunPower Technologies SunPower Energy Services SunPower Technologies Revenue from external customers: North America Residential $ 194,726 $ — $ 174,155 $ — North America Commercial 84,019 — 92,982 — Operations and maintenance 14,733 — 11,854 — Module sales — 191,242 — 117,475 Development services and legacy power plant — 6,963 — 46,965 Intersegment revenue — 135,626 — 124,943 Total segment revenue as reviewed by CODM $ 293,478 $ 333,831 $ 278,991 $ 289,383 Segment gross profit as reviewed by CODM $ 30,473 $ 53,079 $ 39,022 $ 461 Adjusted EBITDA $ 1,463 $ 57,144 $ 42,691 $ (8,932 ) Nine Months Ended September 29, 2019 September 30, 2018 (In thousands): SunPower Energy Services SunPower Technologies SunPower Energy Services SunPower Technologies Revenue from external customers: North America Residential $ 535,327 $ — $ 499,981 $ — North America Commercial 219,928 — 272,666 — Operations and maintenance 37,289 — 36,879 — Module sales — 571,932 — 374,303 Development services and legacy power plant — 20,638 — 105,704 Intersegment revenue — 286,842 — 302,693 Total segment revenue as reviewed by CODM $ 792,544 $ 879,412 $ 809,526 $ 782,700 Segment gross profit as reviewed by CODM $ 72,460 $ 76,690 $ 115,202 $ 1,669 Adjusted EBITDA $ (10,106 ) $ 60,344 $ 126,822 $ 20,100 Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Nine Months Ended (In thousands): September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Total segment revenue as reviewed by CODM $ 627,309 $ 568,374 $ 1,671,956 1,592,226 Adjustments to segment revenue: Intersegment elimination (135,626 ) (124,943 ) (286,842 ) (302,693 ) 8point3 Energy Partners — — — 8,588 Legacy utility and power plant projects 65 361 259 3,454 Legacy sale-leaseback transactions — (15,529 ) — (32,327 ) Construction revenue on solar services contracts (15,790 ) — (124,909 ) — Condensed consolidated GAAP revenue $ 475,958 $ 428,263 $ 1,260,464 $ 1,269,248 Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit Three Months Ended Nine Months Ended (In thousands): September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Segment gross profit $ 83,552 $ 39,483 $ 149,150 $ 116,871 Adjustments to segment gross profit: Intersegment elimination (5,378 ) (18,606 ) 4,415 (17,305 ) 8point3 Energy Partners — — — 8,337 Legacy utility and power plant projects 7 (162 ) (993 ) 675 Business process improvements (2,279 ) — (2,279 ) — Legacy sale-leaseback transactions 181 2,492 4,688 5,890 Impairment of property, plant and equipment 511 — 511 (355,107 ) Construction revenue on solar services contracts (1,160 ) — (18,052 ) — Loss on sale and impairment of residential lease assets — 4,679 757 12,684 Cost of above-market polysilicon (23,878 ) (14,628 ) (99,256 ) (49,997 ) Stock-based compensation expense (1,522 ) (1,239 ) (2,823 ) (3,760 ) Amortization of intangible assets (1,783 ) (2,142 ) (5,352 ) (7,077 ) Depreciation of idle equipment — — — (721 ) Condensed consolidated GAAP gross profit (loss) $ 48,251 $ 9,877 $ 30,766 $ (289,510 ) Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Segment adjusted EBITDA $ 58,607 $ 33,759 $ 50,238 $ 146,922 Adjustments to segment adjusted EBITDA: 8point3 — — — 8,485 Legacy utility and power plant projects 7 (162 ) (993 ) 675 Business process improvements (2,279 ) — (2,279 ) — Legacy sale-leaseback transactions 181 (2,258 ) (5,755 ) (7,818 ) Mark-to-market gain (loss) on equity investment with readily available fair value 27,595 (6,225 ) 128,095 (6,225 ) Impairment of property, plant and equipment — — — (369,168 ) Construction revenue on solar services contracts (1,160 ) — 8,978 — Loss on sale and impairment of residential lease assets (5,135 ) (50,735 ) (29,002 ) (146,234 ) Cost of above-market polysilicon (23,878 ) (14,628 ) (99,256 ) (49,997 ) Stock-based compensation expense (6,992 ) (6,390 ) (18,928 ) (21,792 ) Amortization of intangible assets (1,783 ) (2,142 ) (5,352 ) (7,077 ) Depreciation of idle equipment — — — (721 ) Gain on business divestiture — 59,347 143,400 59,347 Transaction-related costs (976 ) (20,869 ) (3,571 ) (20,869 ) Business reorganization costs (6,066 ) — (12,871 ) — Restructuring charges (4,283 ) (3,923 ) (6,071 ) (18,604 ) Non-cash interest expense (10 ) (13 ) (30 ) (58 ) Equity in losses of unconsolidated investees 1,767 1,500 2,050 17,059 Net loss attributable to noncontrolling interests (4,191 ) (24,085 ) (30,417 ) (92,434 ) Cash interest expense, net of interest income (9,624 ) (20,136 ) (30,978 ) (61,810 ) Depreciation and amortization (17,205 ) (24,754 ) (57,672 ) (99,313 ) Corporate (16,638 ) (27,017 ) (23,992 ) (49,271 ) Income (loss) before income taxes and equity in loss of unconsolidated investees $ (12,063 ) $ (108,731 ) $ 5,594 $ (718,903 ) Three Months Ended Nine Months Ended (As a percentage of total revenue): September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Revenue by geography: United States 58 % 71 % 53 % 69 % France 7 % 8 % 9 % 8 % Rest of World 35 % 21 % 38 % 23 % 100 % 100 % 100 % 100 % |