Cover page
Cover page - shares | 9 Months Ended | |
Sep. 29, 2019 | Oct. 25, 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 | Q3 | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 29, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-34166 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3008969 | |
Entity Address, Address Line One | 51 Rio Robles | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
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) | 142,612,199 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 188,983 | $ 309,407 | |
Restricted cash and cash equivalents, current portion | 10,097 | 41,762 | |
Restricted short-term marketable securities | 6,033 | 0 | |
Accounts receivable, net | [1] | 205,667 | 175,605 |
Contract assets | [1] | 78,868 | 58,994 |
Inventories | 388,508 | 308,146 | |
Advances to suppliers, current portion | 75,366 | 37,878 | |
Project assets - plants and land, current portion | 20,260 | 10,796 | |
Prepaid expenses and other current assets | 132,643 | 131,183 | |
Total current assets | 1,106,425 | 1,073,771 | |
Restricted cash and cash equivalents, net of current portion | 11,655 | 12,594 | |
Restricted long-term marketable securities | 0 | 5,955 | |
Property, plant and equipment, net | 335,375 | 839,871 | |
Operating lease right-of-use assets | 46,283 | 0 | |
Solar power systems leased and to be leased, net | 55,444 | 92,557 | |
Advances to suppliers, net of current portion | 62,914 | 133,694 | |
Long-term financing receivables, net - held for sale | 0 | 19,592 | |
Other intangible assets, net | 9,504 | 12,582 | |
Other long-term assets | 262,072 | 162,033 | |
Total assets | 1,889,672 | 2,352,649 | |
Current liabilities: | |||
Accounts payable | [1] | 440,267 | 325,550 |
Accrued Liabilities | [1] | 194,367 | 235,252 |
Operating lease liabilities, current portion | 8,644 | 0 | |
Contract liabilities, current portion | [1] | 118,644 | 104,130 |
Short-term debt | 80,297 | 40,074 | |
Total current liabilities | 842,219 | 705,006 | |
Long-term debt | 48,460 | 40,528 | |
Convertible debt, net of current portion | [1] | 819,783 | 818,356 |
Operating lease liabilities, net of current portion | 44,807 | 0 | |
Contract liabilities, net of current portion | [1] | 67,930 | 99,509 |
Other long-term liabilities | 226,729 | 839,136 | |
Total liabilities | 2,049,928 | 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 | 2,483,815 | 2,463,370 | |
Accumulated deficit | (2,455,119) | (2,480,988) | |
Accumulated other comprehensive loss | (3,791) | (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 | (191,725) | (187,069) | |
Total stockholders' deficit | (166,677) | (208,696) | |
Noncontrolling interests in subsidiaries | 6,421 | 58,810 | |
Total deficit | (160,256) | (149,886) | |
Total liabilities and equity | $ 1,889,672 | $ 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 | Sep. 29, 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) | 154,190,000 | 152,085,000 |
Common stock shares outstanding (in shares) | 142,577,000 | 141,180,000 |
Common stock shares held as treasury stock (in shares) | 11,613,000 | 10,905,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | ||
Revenue: | |||||
Revenue | $ 475,958 | $ 428,263 | $ 1,260,464 | $ 1,269,248 | |
Cost of revenue: | |||||
Cost of revenue | 427,707 | 418,386 | 1,229,698 | 1,558,758 | |
Gross profit (loss) | 48,251 | 9,877 | 30,766 | (289,510) | |
Operating expenses: | |||||
Research and development | [1] | 16,101 | 15,898 | 49,253 | 66,225 |
Sales, general and administrative | 64,734 | 76,069 | 189,569 | 206,272 | |
Restructuring charges | 4,283 | 3,923 | 6,071 | 18,604 | |
Loss on sale and impairment of residential lease assets | 10,756 | 53,537 | 28,283 | 170,898 | |
Gain on business divestiture | 0 | (59,347) | (143,400) | (59,347) | |
Total operating expenses | 95,874 | 90,080 | 129,776 | 402,652 | |
Operating loss | (47,623) | (80,203) | (99,010) | (692,162) | |
Other income (expense), net: | |||||
Interest income | 1,025 | 1,087 | 2,443 | 2,280 | |
Interest expense | [1] | (10,649) | (25,972) | (43,864) | (77,796) |
Other, net | 45,184 | (3,643) | 146,025 | 48,775 | |
Other income (expense), net | 35,560 | (28,528) | 104,604 | (26,741) | |
Income (loss) before income taxes and equity in losses of unconsolidated investees | (12,063) | (108,731) | 5,594 | (718,903) | |
Provision for income taxes | (5,378) | (3,680) | (17,243) | (9,389) | |
Equity in losses of unconsolidated investees | (1,767) | (1,500) | (2,050) | (17,059) | |
Net loss | (19,208) | (113,911) | (13,699) | (745,351) | |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | 4,191 | 24,085 | 30,417 | 92,434 | |
Net income (loss) attributable to stockholders | $ (15,017) | $ (89,826) | $ 16,718 | $ (652,917) | |
Net income (loss) per share attributable to stockholders: | |||||
Basic (usd per share) | $ (0.11) | $ (0.64) | $ 0.12 | $ (4.64) | |
Diluted (usd per share) | $ (0.11) | $ (0.64) | $ 0.12 | $ (4.64) | |
Weighted-average shares: | |||||
Basic (shares) | 142,553 | 141,027 | 142,248 | 140,722 | |
Diluted (shares) | 142,553 | 141,027 | 144,736 | 140,722 | |
Solar power systems, components, and other | |||||
Revenue: | |||||
Revenue | [1] | $ 467,196 | $ 358,403 | $ 1,235,479 | $ 1,041,043 |
Cost of revenue: | |||||
Cost of revenue | [1] | 424,151 | 373,282 | 1,217,440 | 1,404,345 |
Residential leasing | |||||
Revenue: | |||||
Revenue | 3,523 | 69,860 | 9,083 | 228,205 | |
Cost of revenue: | |||||
Cost of revenue | 1,567 | 45,104 | 5,939 | 154,413 | |
Solar services1 | |||||
Revenue: | |||||
Revenue | 5,239 | 0 | 15,902 | 0 | |
Cost of revenue: | |||||
Cost of revenue | $ 1,989 | $ 0 | $ 6,319 | $ 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 Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss)(In thousands) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (19,208) | $ (113,911) | $ (13,699) | $ (745,351) |
Components of other comprehensive income (loss): | ||||
Translation adjustment | (1,547) | (2,120) | (755) | (2,445) |
Net change in derivatives (Note 12) | 2,267 | 231 | 1,550 | 2,273 |
Income taxes | (626) | (36) | (436) | (421) |
Total other comprehensive income (loss) | 94 | (1,925) | 359 | (593) |
Total comprehensive loss | (19,114) | (115,836) | (13,340) | (745,944) |
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | 4,191 | 24,085 | 30,417 | 92,434 |
Comprehensive income (loss) attributable to stockholders | $ (14,923) | $ (91,751) | $ 17,077 | $ (653,510) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Total Stockholders’ Deficit | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interests in Subsidiaries | |
Shares issued, beginning of period (in shares) at Dec. 31, 2017 | 139,661 | |||||||||
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 loss | (716,491) | (28,860) | (652,917) | (652,917) | (63,574) | |||||
Other comprehensive income | (593) | (593) | (593) | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,099 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | |||||||
Stock-based compensation expense | 19,525 | 19,525 | 19,525 | |||||||
Contributions from noncontrolling interests | 71,525 | 36,154 | 71,525 | |||||||
Distributions to noncontrolling interests | (12,988) | (7,300) | (12,988) | |||||||
Noncontrolling interest buyout | (12,333) | (4,933) | (4,933) | (7,400) | ||||||
Purchases of treasury stock (in shares) | (704) | |||||||||
Purchases of treasury stock | (5,250) | (5,250) | $ (1) | (5,249) | ||||||
Shares issued, end of period (in shares) at Sep. 30, 2018 | 141,056 | |||||||||
Stockholders' equity, end of period at Sep. 30, 2018 | 35,785 | 15,230 | (55,957) | $ 141 | 2,457,105 | (186,788) | (3,601) | (2,322,814) | 91,742 | |
Shares issued, beginning of period (in shares) at Jul. 01, 2018 | 140,985 | |||||||||
Stockholders' equity, beginning 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 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (106,666) | (7,245) | (89,826) | (89,826) | (16,840) | |||||
Other comprehensive income | (1,925) | (1,925) | (1,925) | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 90 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | 0 | $ 0 | |||||||
Stock-based compensation expense | 6,225 | 6,225 | 6,225 | |||||||
Contributions from noncontrolling interests | 23,868 | 10,520 | 23,868 | |||||||
Distributions to noncontrolling interests | (3,676) | (2,380) | (3,676) | |||||||
Noncontrolling interest buyout | (12,333) | (4,933) | (4,933) | (7,400) | ||||||
Purchases of treasury stock (in shares) | (19) | |||||||||
Purchases of treasury stock | (349) | (349) | $ 0 | (349) | ||||||
Shares issued, end of period (in shares) at Sep. 30, 2018 | 141,056 | |||||||||
Stockholders' equity, end of period at Sep. 30, 2018 | 35,785 | $ 15,230 | (55,957) | $ 141 | 2,457,105 | (186,788) | (3,601) | (2,322,814) | 91,742 | |
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 loss | (13,699) | 16,718 | 16,718 | (30,417) | ||||||
Other comprehensive income | 359 | 359 | 359 | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,106 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | |||||||
Stock-based compensation expense | 20,445 | 20,445 | 20,445 | |||||||
Contributions from noncontrolling interests | 31,413 | 31,413 | ||||||||
Distributions to noncontrolling interests | (1,552) | (1,552) | ||||||||
Purchases of treasury stock (in shares) | (707) | |||||||||
Purchases of treasury stock | (4,657) | (4,657) | $ (1) | (4,656) | ||||||
Reduction of non-controlling interests, due to sale of interest in residential lease portfolio | [1] | (51,833) | (51,833) | |||||||
Shares issued, end of period (in shares) at Sep. 29, 2019 | 142,577 | |||||||||
Stockholders' equity, end of period at Sep. 29, 2019 | (160,256) | (166,677) | $ 143 | 2,483,815 | (191,725) | (3,791) | (2,455,119) | 6,421 | ||
Shares issued, beginning of period (in shares) at Jun. 30, 2019 | 142,515 | |||||||||
Stockholders' equity, beginning of period at Jun. 30, 2019 | (96,645) | (158,490) | $ 143 | 2,476,788 | (191,434) | (3,885) | (2,440,102) | 61,845 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (19,208) | (15,017) | (15,017) | (4,191) | ||||||
Other comprehensive income | 94 | 94 | 94 | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 85 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | 0 | $ 0 | |||||||
Stock-based compensation expense | 7,027 | 7,027 | 7,027 | |||||||
Contributions from noncontrolling interests | 1,836 | 1,836 | ||||||||
Distributions to noncontrolling interests | (1,236) | (1,236) | ||||||||
Purchases of treasury stock (in shares) | (23) | |||||||||
Purchases of treasury stock | (291) | (291) | $ 0 | (291) | ||||||
Reduction of non-controlling interests, due to sale of interest in residential lease portfolio | [1] | (51,833) | (51,833) | |||||||
Shares issued, end of period (in shares) at Sep. 29, 2019 | 142,577 | |||||||||
Stockholders' equity, end of period at Sep. 29, 2019 | $ (160,256) | $ (166,677) | $ 143 | $ 2,483,815 | $ (191,725) | $ (3,791) | $ (2,455,119) | $ 6,421 | ||
[1] | See Note 4 "Business Divestiture and Sale of Assets". |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 29, 2019 | Sep. 30, 2018 | ||||
Cash flows from operating activities: | |||||
Net loss | $ (13,699) | $ (745,351) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 62,022 | 103,144 | |||
Non-cash restructuring charges | 5,874 | 0 | |||
Stock-based compensation | 18,927 | 20,087 | |||
Non-cash interest expense | 7,468 | 12,133 | |||
Dividend from equity method investee | 0 | 3,947 | |||
Equity in losses of unconsolidated investees | 2,050 | 17,059 | |||
Mark-to-market (gain) loss on equity investment with readily determinable fair value | (129,038) | 6,225 | |||
Gain on sale of assets | (21,383) | 0 | |||
Gain on business divestiture | (143,400) | (59,347) | |||
Gain on sale of investments without readily determinable fair value | (17,275) | (50,568) | |||
Deferred income taxes | 500 | 3,006 | |||
Impairment of property, plant and equipment | 777 | 369,168 | |||
Loss on sale and impairment of residential lease assets | 36,709 | 170,898 | |||
Other, net | 0 | (5,737) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (45,710) | (19,090) | |||
Contract assets | (18,107) | (38,014) | |||
Inventories | (108,093) | (103,791) | |||
Project assets | (9,238) | (9,140) | |||
Prepaid expenses and other assets | 1,482 | 39,924 | |||
Operating lease right-of-use assets | 6,219 | 0 | |||
Long-term financing receivables, net - held for sale | (473) | (151,931) | |||
Advances to suppliers | 33,292 | 29,181 | |||
Accounts payable and other accrued liabilities | 64,009 | (69,056) | |||
Contract liabilities | 8,127 | (39,823) | |||
Operating lease liabilities | (7,202) | 0 | |||
Net cash used in operating activities | (266,162) | (517,076) | |||
Cash flows from investing activities: | |||||
Purchases of property, plant and equipment | (35,100) | (37,708) | |||
Cash paid for solar power systems, leased, net | 0 | (55,659) | |||
Cash paid for solar power systems | (51,826) | (4,340) | |||
Proceeds from business divestiture, net of cash sold | 40,491 | 13,257 | |||
Dividend from equity method investee | 0 | 12,952 | |||
Proceeds from sale of assets | 39,970 | 0 | |||
Cash outflow from sale of residential lease portfolio | (16,397) | 0 | |||
Proceeds from sale of investments | 42,957 | 417,766 | |||
Cash paid for investments in unconsolidated investees | (12,400) | (14,061) | |||
Net cash provided by investing activities | 7,695 | 332,207 | |||
Cash flows from financing activities: | |||||
Proceeds from bank loans and other debt | 231,489 | 167,477 | |||
Repayment of 0.75% debentures due 2018, bank loans and other debt | (209,095) | (476,229) | |||
Proceeds from issuance of non-recourse residential financing, net of issuance costs | 72,259 | 187,208 | |||
Repayment of non-recourse residential financing | (2,959) | (14,931) | |||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 31,413 | 107,678 | |||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | (316) | (19,176) | |||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs | 0 | 50,266 | |||
Repayment of non-recourse power plant and commercial financing | 0 | (4,899) | |||
Payment for prior business combination | (9,000) | 0 | |||
Settlement of contingent consideration arrangement | (2,448) | 0 | |||
Purchases of stock for tax withholding obligations on vested restricted stock | (4,657) | (5,249) | |||
Net cash provided by (used in) financing activities | 106,686 | (7,855) | |||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | (1,247) | 772 | |||
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (153,028) | (191,952) | |||
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 | 210,735 | 352,385 | [1] | ||
Non-cash transactions: | |||||
Stock consideration received from a business divestiture | 0 | 42,600 | |||
Acquisition of noncontrolling interests funded by Mezzanine Loan proceeds | 0 | 12,400 | |||
Short-term receivables in connection with business divestiture | 0 | 10,000 | |||
Accounts receivable due to disposal of shares in joint venture | 0 | 4,635 | |||
Costs of solar power systems, leased, sourced from existing inventory | 0 | 30,409 | |||
Costs of solar power systems, leased, funded by liabilities | 0 | 4,903 | |||
Costs of solar power systems sourced from existing inventory | 29,206 | 0 | |||
Costs of solar power systems funded by liabilities | 3,604 | 0 | |||
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets | 0 | 30,208 | |||
Property, plant and equipment acquisitions funded by liabilities | 11,911 | 11,453 | |||
Contractual obligations satisfied with inventory | 0 | 48,916 | |||
Assumption of debt by buyer upon sale of equity interest | 0 | 27,321 | |||
Right-of-use assets obtained in exchange for lease obligations | 103,744 | [2] | 0 | ||
Derecognition of financing obligations upon business divestiture | [3] | 590,884 | 0 | ||
Holdback related to business divestiture | [3] | 2,425 | 0 | ||
Receivables in connection with sale of residential lease assets | [3] | 8,043 | 0 | ||
Assumption of debt by buyer in connection with sale of residential lease assets | [3] | 69,076 | 0 | ||
Holdback related to sale of manufacturing facility | [3] | 18,300 | 0 | ||
Aged supplier financing balances reclassified from AP to short-term debt | $ 22,852 | $ 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 nine months ended September 29, 2019 include the transition adjustment for the adoption of ASC 842 and new ROU asset additions. | ||||
[3] | See Note 4 Business Divestiture and Sale of Assets . |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 29, 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 While challenging industry conditions and a competitive environment extended throughout fiscal 2018 and into three quarters of fiscal 2019, we generated positive net total cash and cash equivalents in the current quarter and we expect to continue to do so in the fourth quarter 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 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 flows and working capital. While we have not drawn on it. we also have the ability to enhance our available cash by borrowing up to $55.0 million under a revolving credit facility ("2019 Revolver") with Crédit Agricole Corporate and Investment Bank (“Credit Agricole”) pursuant to a Green Revolving Credit Agreement. See Note 17. Subsequent Events . 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 on 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 nine months ended September 29, 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 third quarter of fiscal 2019 ended on September 29, 2019 , while the third quarter of fiscal 2018 ended on September 30, 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; fair value assumptions for solar power systems and other long-lived assets sold under sale-leaseback transactions; 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 equity investments 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 Selected Significant Accounting Policies Included below, are selected significant accounting policies that were added or modified during the three and nine months ended September 29, 2019 as a result of new transactions entered into or the adoption of new accounting policies. Refer to our Annual Report on Form 10-K for the fiscal year ended December 30, 2018 for the full list of our 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 . We classify our initial sale-leaseback arrangements of solar power systems as operating leases or sales-type leases, in accordance with the underlying accounting guidance on leases. We may sell our lessee interests in these arrangements in entirety before the end of the underlying term of the leaseback. For all sale-leaseback arrangements classified as operating leases, the profit related to the excess of the proceeds compared to the fair value of the solar power systems is deferred and 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 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 to Note 4, Business Divestiture , for details of the sale of our commercial sale-leaseback portfolio during the nine months ended September 29, 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 power 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. Revenue from solar services contracts entered into prior to the adoption of ASC 842 were accounted for as leases under the superseded lease accounting guidance and reported within ‘Residential Leasing’ on the condensed consolidated statement of operations. Revenue Recognition Module and Component Sales We sell our solar panels and balance of system components primarily to dealers, system integrators and distributors, and recognizes revenue at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts with the customer. There are no rights of return. Other than standard warranty obligations, there are no significant post-shipment obligations (including installation, training or customer acceptance clauses) with any of our customers that could have an impact on revenue recognition. Our revenue recognition policy is consistent across all geographic areas. Solar Power System Sales and Engineering, Procurement, and Construction Services We design, manufacture and sell rooftop and ground-mounted solar power systems under construction and development agreements, to our residential and commercial customers. In contracts where we sell completed systems as a single performance obligation, primarily to residential customers through our joint venture, we recognize revenue at the point-in-time when such systems are completed and delivered. Any advance payments received before control is transferred is classified as "contract liabilities." Engineering, procurement and construction ("EPC") projects governed by customer contracts that require us to deliver functioning solar power systems are generally completed within three to twelve months from commencement of construction. Construction on large projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. We use an input method based on cost incurred as we believe that this method most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed-price construction contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Incurred costs include all direct material, labor and subcontract costs, and those indirect costs related to contract performance, such as indirect labor, supplies, and tools. Project material costs are included in incurred costs when the project materials have been installed by being permanently attached or fitted to the solar power system as required by the project’s engineering design. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies, and other system costs. If the 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 and can be reasonably estimated. Our arrangements may contain clauses such as contingent repurchase options, delay liquidated damages or early performance bonus, most favorable pricing, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics or milestones. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change. 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. The cumulative effect of revisions to transaction prices or input cost estimates are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Operations and Maintenance We offer our customers various levels of post-installation operations and maintenance ("O&M") services with the objective of optimizing our customers' electrical energy production over the life of the system. We determine that the post-installation systems monitoring and maintenance qualifies as a separate performance obligation. Post-installation monitoring and maintenance is deferred at the time the contract is executed, based on the estimate of selling price on a standalone basis, and is recognized to revenue over time as customers receive and consume benefits of such services. The non-cancellable term of the O&M contracts are typically 90 days for commercial and residential customers and 180 days for power plant customers. We typically provide a system output performance warranty, separate from our standard solar panel product warranty, to customers that have subscribed to our post-installation O&M services. 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 O&M services. Shipping and Handling Costs We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer goods and, accordingly, records such costs in cost of revenue. Taxes Collected from Customers and Remitted to Governmental Authorities We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. Recently Adopted Accounting Pronouncements 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. The adoption did not have an impact on our consolidated financial statements. 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 2018-14, 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. No material impact is expected on our consolidated financial statements and disclosures, upon adoption. 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. | 9 Months Ended |
Sep. 29, 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 September 29, 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 some 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 September 29, 2019 , we had $19.6 million of "contract liabilities, current portion" and $35.4 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. 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. 0.875% 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 September 29, 2019 , we had an insignificant amount of "Contract assets" and $8.4 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. During the fiscal quarter ended September 29, 2019, in connection with a co-development solar project in Japan among us, Total, and an independent third party, we sold 25% of ownership interests in the co-development solar project to Total. The amount received from Total was immaterial in fiscal 2018. We sold the remaining 25% of ownership interest to Total in the three months ended September 29, 2019 , for proceeds of $4.6 million , and recognized a gain of $2.9 million , which is included within "other, net" in our condensed consolidated statements of operations for three and nine months ended September 29, 2019 . Development service revenue of $6.4 million was also recognized during the three months ended September 29, 2019 . We will supply solar panels under this arrangement from October 2019 to November 2020 and will recognize revenue consistent with our revenue recognition policy from solar power components. In connection with a co-development solar project in Chile between us and Total, we sold all of our 50% of ownership interests in the co-development project to Total in the three months ended September 29, 2019 , for proceeds of $14.1 million , and recognized a gain of $11.0 million , which is included within "other, net" in our condensed consolidated statements of operations for three and nine months ended September 29, 2019 . 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) September 29, 2019 December 30, 2018 Accounts receivable $ 8,433 $ 3,823 Contract assets 80 18 Contract liabilities, current portion 1 19,618 18,408 Contract liabilities, net of current portion 1 35,357 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Revenue: Solar power systems, components, and other $ 14,407 $ 4,980 $ 27,091 $ 23,079 Cost of revenue: Solar power systems, components, and other 4,673 3,967 14,047 13,155 Other income: Other, net 13,941 — 13,941 — Research and development expense: Offsetting contributions received under the R&D Agreement — 3 — (84 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 67 1,393 311 4,176 Interest expense incurred on the 0.75% debentures due 2018 — — — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,641 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 29, 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 nine months ended September 29, 2019 and September 30, 2018 along with the reportable segment for each category: Three Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Module and component sales $ 109,704 $ 117,337 $ 156,974 $ 132,147 $ 266,678 $ 249,484 Solar power systems sales and EPC services 88,567 47,350 97,219 49,715 185,785 97,065 Operations and maintenance — — 14,733 11,854 14,733 11,854 Residential leasing — — 3,523 69,860 3,523 69,860 Solar services 1 — — 5,239 — 5,239 — Revenue $ 198,271 $ 164,687 $ 277,688 $ 263,576 $ 475,958 $ 428,263 Nine Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Module and component sales $ 303,032 $ 367,125 $ 416,337 $ 364,534 $ 719,369 $ 731,659 Solar power systems sales and EPC services 289,797 121,937 191,061 153,632 480,857 275,569 Operations and maintenance — — 35,253 33,815 35,253 33,815 Residential leasing — — 9,083 228,205 9,083 228,205 Solar services 1 — — 15,902 — 15,902 — Revenue $ 592,829 $ 489,062 $ 667,636 $ 780,186 $ 1,260,464 $ 1,269,248 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 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 estimat es 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 nine months ended September 29, 2019 and September 30, 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 Nine Months Ended (In thousands, except number of projects) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Decrease in revenue from net changes in transaction prices $ — $ (7,692 ) $ (3,301 ) $ (12,331 ) Increase (decrease) in revenue from net changes in input cost estimates 1,734 (1,118 ) 4,144 (11,401 ) Net decrease in revenue from net changes in estimates $ 1,734 $ (8,810 ) $ 843 $ (23,732 ) Number of projects 1 4 2 7 Net change in estimate as a percentage of aggregate revenue for associated projects 3.6 % (5.7 )% 1.5 % (6.0 )% 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 nine months ended September 29, 2019 , the increase in contract assets of $25.5 million and $18.1 million , respectively, was primarily driven by unbilled receivables for commercial projects where certain milestones had not yet been reached, but the criteria for revenue had been met. During the three and nine months ended September 30, 2018 , the increase in contract assets of $2.6 million and $38.0 million , respectively, 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 September 29, 2019 , the increase in contract liabilities of $1.5 million was primarily due to addition of customer advances. During the nine months ended September 29, 2019 , the decrease in contract liabilities of $17.1 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 nine months ended September 30, 2018 , the decrease in contract liabilities of $3.9 million and $39.9 million , respectively, was primarily due to the attainment of milestones billings for a variety of projects. During the three months ended September 29, 2019 , we recognized revenue of $39.3 million that was included in contract liabilities as of June 30, 2019. During the nine months ended September 29, 2019 , we recognized $52.2 million that was included in contract liabilities as of December 30, 2018. During the three months ended September 30, 2018 , the Company recognized revenue of $58.5 million that was included in contract liabilities as of July 1, 2018. During the nine months ended September 30, 2018 , the Company recognized revenue of $115.3 million that was included in contract liabilities as of December 31, 2017. The following table represents our remaining performance obligations as of September 29, 2019 for EPC agreements for projects that we are constructing or expect to construct. We expect to recognize $189.8 million of revenue 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 69.2% 1 Denotes average percentage of revenue recognized. As of September 29, 2019 , we have entered into contracts with customers for sales of modules and components for an aggregate transaction price of $506.2 million , the substantial majority of which we expect to recognize over the next 12 months. |
Business Divestiture and Sale o
Business Divestiture and Sale of Assets | 9 Months Ended |
Sep. 29, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Business Divestiture and Sale of Assets | BUSINESS DIVESTITURE AND SALE OF ASSETS Sale of Residential Lease Assets In fiscal 2018, we created SunStrong Capital Holdings, LLC (“SunStrong”) to own and operate a portion of our residential lease assets and subsequently contributed to SunStrong our controlling equity interests in a number of solar project entities that were controlled by us. As previously disclosed, on November 5, 2018, we entered into a Purchase and Sale agreement (the “PSA”) with HA SunStrong Capital LLC (“HA SunStrong Parent”), a subsidiary of Hannon Armstrong Sustainable Infrastructure Capital, Inc (“Hannon Armstrong”), to sell 49.0% membership interests in SunStrong. Following the closing of the PSA, we do not have the power to unilaterally make decisions that affect the performance of SunStrong, and accordingly, we deconsolidated SunStrong, thereby deconsolidating majority of our residential lease assets portfolio. On September 27, 2019, we sold the majority of the remainder of residential lease assets still owned by us, that were not previously sold. Refer to Note 6 for discussion of the remainder of residential lease assets still owned by us. These residential lease assets were sold under a new assignment of interest agreement (“Assignment Agreement”) entered into with SunStrong. SunStrong also assumed debts related to the residential lease assets sold. (the “Transaction”) On April 12, 2019, SunStrong Capital Acquisition 3, LLC, our wholly-owned subsidiary (“Mezzanine Loan 3 Borrower”), and SunStrong Capital Lender 3 LLC, a wholly-owned subsidiary of Hannon Armstrong, entered into a mezzanine loan agreement under which Mezzanine Loan 3 Borrower borrowed a subordinated, mezzanine loan of $37.3 million (the “Mezzanine Loan 3”). As of September 27, 2019, we have drawn $27.3 million under the Mezzanine Loan 3. As part of the Transaction, SunStrong assumed all current and future debt service obligations associated with Mezzanine Loan 3. The assumption of such debt, although a non-cash transaction for us, was considered as future proceeds receivable, and reflected in the determination of the loss recognized upon deconsolidation. Borrowed Sunshine II, LLC, (“CA Loan Borrower”), our wholly-owned subsidiary, entered into a loan agreement with Credit Agricole on January 31, 2019 under which the CA Loan Borrower may borrow a subordinated loan of up to $55.0 million (the “CA warehouse loan”). As of September 27, 2019, we have drawn $46.1 million under the CA warehouse loan. The CA Loan borrower expects to draw the remaining amount up to $8.9 million upon completion of construction services after the close of Transaction. Tax-equity investors are required to make contributions to the solar project companies upon achievement of certain condition precedents. Contributions of approximately $6.7 million distributed to us as the developer of the residential lease portfolio represent additional consideration related to residential lease assets for which we will provide construction services after the close of the Transaction. In addition, we are eligible to receive $2.1 million as a special distribution from SunStrong for transferring our rights to the future solar renewable energy credits ("SREC") associated with the residential lease assets. The tax-equity investor contribution and the special SREC distribution was reflected in the determination of the loss recognized upon deconsolidation of residential lease portfolio. Other costs and expenses associated with the Transaction of $0.3 million include professional services including legal, advisory and banking support. We have also recorded a liability of $0.9 million associated with our certain warranty obligations for defects in materials and workmanship related to installed systems contributed to SunStrong. Subsequent to the activities involved in the Transaction, we recognized a $10.5 million net loss on the sale within "Loss on sale and impairment of residential lease assets" in our Consolidated Statements of Operations for the three months and nine months ended September 29, 2019 in connection with the transfer of our interest in one additional Residential Lease Portfolio. Summarized financial information related to the transferred Residential Lease Portfolio during the third quarter of fiscal 2019 as of the disposal date is as follows: (In thousands) Cash and cash equivalents $ 634 Restricted cash and cash equivalents, current portion 11,058 Accounts receivable, net 1,239 Restricted cash and cash equivalents, net of current portion 4,706 Property, plant and equipment, net 84,208 Solar power systems, leased, net 12,261 Long-term financing receivables net 17,907 Other long-term assets 5,960 Total assets 137,973 Accounts payable 1,236 Accrued liabilities and other current liabilities 34 Contract liabilities, current portion 163 Contract liabilities, net of current portion 3,024 Short-term debt 1,085 Long-term debt 44,246 Other long-term liabilities 1,809 Noncontrolling interests in subsidiaries 51,834 Total liabilities 103,431 Net assets $ 34,542 Net consideration recognized was as follows: (In thousands) Assumption of Mezzanine Loan 3 $ 23,744 Special distribution from Mezzanine 3 and Credit Agricole Loans 5,897 Accounts receivable from SunStrong Capital Holdings ("SSCH") for SREC distributions 2,146 Other costs and expenses (254 ) Net consideration recognized $ 31,533 Net loss on sale for the three and nine months ended September 29, 2019 was as follows: Three and Nine Months Ended (In thousands) September 29, 2019 Net consideration recognized $ 31,533 Net assets disposed (34,542 ) Warranty obligations incurred (870 ) Obligations to complete leases under construction (6,650 ) Net loss on sale $ (10,529 ) Sale and Leaseback of Hillsboro Facility In September 2019, we completed the sale of our manufacturing facility buildings and land in Hillsboro, Oregon, to Ragingwire Data Centers, Inc., (the “Buyer”) for a purchase price of $63.5 million (the "Sale Transaction”). As part of the Sale Transaction, we also leased back a portion of the facility, specifically, the module assembly building for three years . Further, we also agreed to complete the decommissioning services in the building, which is expected to be completed in in the fourth quarter of fiscal 2019. Net cash consideration of $39.7 million was received at close, net of fees and expenses of $3.8 million , and a holdback amount of $20.0 million that is pending payment contingent on timely completion of the decommissioning services. The holdback amount of $20.0 million is subject to liquidated damages for delay beyond the agreed decommissioning completion date. We have included the entire holdback receivable as part of net consideration for the purpose of calculation of gain on sale, reduced by an estimated reserve of $1.7 million on this receivable based on the current expected completion date of these services. In accounting for this transaction, we applied the guidance in ASC 610-20, Derecognition of nonfinancial assets and in-substance nonfinancial assets, which directs us to apply the guidance in ASC 606 Revenue from contracts with customers, for recognition and measurement. In accordance with the guidance, sale of the building and provision of decommissioning services were considered distinct performance obligations and total consideration was allocated to these performance obligations based on their respective standalone selling prices. We recognized net gain of $21.3 million , which is included within "cost of revenue: solar power systems, components, and other" on our condensed consolidated statements of operations for the three and nine months ended September 29, 2019. Further, for the portion of the building leased back, the arrangement was classified as an operating lease in accordance with the lease accounting guidance, and the gain on sale in excess of fair market value of the buildings of $4.3 million was deferred and will be recognized over the term of the lease. 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 $143.4 million , which is included within "gain on business divestiture" in our condensed consolidated statements of operations for nine months ended September 29, 2019 . 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: Nine Months Ended (In thousands) September 29, 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 | 9 Months Ended |
Sep. 29, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) September 29, 2019 December 30, 2018 Accounts receivable, gross 1 $ 227,596 $ 193,980 Less: allowance for doubtful accounts (21,373 ) (16,906 ) Less: allowance for sales returns (556 ) (1,469 ) Accounts receivable, net $ 205,667 $ 175,605 1 There is a lien on our accounts receivable of $62.8 million out of our consolidated accounts receivable, gross, as of September 29, 2019 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11 . Debt and Credit Sources. Accounts Receivable Factoring In December 2018 and May 2019 , we entered into factoring arrangements with two separate third-party factor agencies related to our accounts receivable from customers in Europe. As a result of these factoring arrangements, title of certain accounts receivable balances was transferred to third-party vendors without recourse. Both arrangements were accounted for as a sale of financial assets given effective control over these financial assets has been surrendered. As a result, these financial assets have been excluded from our condensed consolidated balance sheets. During the three and nine months ended September 29, 2019 , we sold accounts receivable invoices amounting to $31.9 million and $76.2 million , respectively. As of September 29, 2019 and December 30, 2018, total uncollected accounts receivable from end customers under both arrangements were $10.2 million and $21.0 million , respectively. Transaction fees incurred for these arrangements were not material during the three and nine months ended September 29, 2019. Inventories As of (In thousands) September 29, 2019 December 30, 2018 Raw materials $ 64,246 $ 58,378 Work-in-process 75,490 86,639 Finished goods 248,772 163,129 Inventories 1 $ 388,508 $ 308,146 1 A lien of $23.6 million exists on our gross inventory as of September 29, 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) September 29, 2019 December 30, 2018 Deferred project costs $ 23,907 $ 30,394 VAT receivables, current portion 7,388 9,506 Deferred costs for solar power systems 25,711 17,805 Derivative financial instruments 2,521 729 Other receivables 58,111 48,062 Prepaid taxes — 853 Other prepaid expenses 15,005 23,834 Prepaid expenses and other current assets $ 132,643 $ 131,183 Property, Plant and Equipment, Net As of (In thousands) September 29, 2019 December 30, 2018 Manufacturing equipment $ 144,495 $ 112,904 Land and buildings 137,694 161,299 Leasehold improvements 105,938 119,597 Solar power systems 1 30,190 544,139 Computer equipment 95,296 98,274 Furniture and fixtures 9,484 10,594 Construction-in-process 16,444 9,678 Property, plant and equipment, gross 539,541 1,056,485 Less: accumulated depreciation (204,166 ) (216,614 ) Property, plant and equipment, net $ 335,375 $ 839,871 1 As a result of the adoption of ASC 842, all of our residential lease arrangements entered into on or after December 31, 2018 are excluded from the scope of the lease accounting guidance and are accounted for as service contracts in accordance with ASC 606. The related assets are recorded as "solar power systems" within "Property, plant and equipment, net" as of September 29, 2019 . Property, Plant and Equipment, Net, by Geography As of (In thousands) September 29, 2019 December 30, 2018 United States $ 58,689 $ 575,451 Philippines 96,036 104,639 Malaysia 149,494 126,056 Mexico 20,160 21,566 Europe 10,934 12,043 Other 62 116 Property, plant and equipment, net, by geography 1 $ 335,375 $ 839,871 1 Based on the physical location of the assets. Other Long-term Assets As of (In thousands) September 29, 2019 December 30, 2018 Equity investments with readily determinable fair value $ 144,658 $ 36,225 Equity investments without readily determinable fair value 8,536 8,810 Equity investments with fair value option 18,500 8,831 Equity method investments 31,534 34,828 Other 58,844 73,339 Other long-term assets $ 262,072 $ 162,033 Accrued Liabilities As of (In thousands) September 29, 2019 December 30, 2018 Employee compensation and employee benefits $ 35,949 $ 44,337 Deferred revenue 1 774 4,251 Interest payable 7,059 11,786 Short-term warranty reserves 36,048 38,161 Restructuring reserve 1,128 6,310 VAT payables 6,122 8,325 Derivative financial instruments 1,043 1,161 Legal expenses 17,718 12,442 Taxes payable 24,307 19,146 Liability due to supply agreement 29,993 28,045 Other 34,226 61,288 Accrued liabilities $ 194,367 $ 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) September 29, 2019 December 30, 2018 Deferred revenue 1 $ 41,259 $ 55,764 Long-term warranty reserves 108,952 134,105 Long-term sale-leaseback financing — 583,418 Unrecognized tax benefits 19,043 16,815 Long-term pension liability 2,981 2,567 Derivative financial instruments 437 152 Long-term liability due to supply agreement 27,411 28,198 Other 26,646 18,117 Other long-term liabilities $ 226,729 $ 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) September 29, 2019 December 30, 2018 Cumulative translation adjustment $ (11,877 ) $ (11,121 ) Net unrealized gain (loss) on derivative financial instruments 1,406 (145 ) Net gain on long-term pension liability adjustment 7,066 7,066 Deferred taxes (386 ) 50 Accumulated other comprehensive loss $ (3,791 ) $ (4,150 ) |
Solar Services
Solar Services | 9 Months Ended |
Sep. 29, 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 are accounted for as contracts with customers in accordance with ASC 606. 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 September 29, 2019 and December 30, 2018 : As of (In thousands) September 29, 2019 December 30, 2018 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 117,407 $ 139,343 Solar power systems to be leased — 12,158 117,407 151,501 Less: accumulated depreciation and impairment 2 (61,963 ) (58,944 ) Solar power systems leased and to be leased, net $ 55,444 $ 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 nine months ended September 29, 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 September 29, 2019 : (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 261 $ 539 $ 542 $ 544 $ 546 $ 8,674 $ 11,106 1 Does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. Sales-Type Leases As of September 29, 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) September 29, 2019 December 30, 2018 Financing receivables, held for sale: Minimum lease payments receivable $ 3,678 $ 43,939 Unguaranteed residual value 683 4,450 Unearned income (1,446 ) (8,859 ) Allowance for estimated losses (2,915 ) (18,656 ) Net financing receivables, held for sale $ — $ 20,874 Net financing receivables - current, held for sale $ — $ 1,282 Net financing receivables - non-current, held for sale $ — $ 19,592 As of September 29, 2019 , future maturities of net financing receivables for sales-type leases were as follows: (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Scheduled maturities of minimum lease payments receivable 1 $ 67 $ 183 $ 184 $ 185 $ 185 $ 2,874 $ 3,678 1 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, 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 solar project entities that held our residential lease assets and retained membership units representing a 51% membership interest in SunStrong. Further, on September 27, 2019, we sold an additional solar project entity that held residential lease assets to SunStrong (Refer Note 4 Business Divestitures and Sale of Manufacturing Facility ). We continued to retain certain residential lease assets subject to leasing arrangements on our condensed consolidated balance sheet as of September 29, 2019, primarily relating to leases that are fully self-funded and not financed by tax equity investors. We expect to sell these to SunStrong in fiscal 2019, and have been tested for impairment as described below. 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 assets 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 assets. 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 $0.2 million and $28.0 million included in "loss on sale and impairment of residential lease assets" on the condensed consolidated statement of operations for the three and nine months ended September 29, 2019 , respectively. We recognized a non-cash impairment charge of $53.5 million and $170.9 million as "loss on sale and impairment of residential lease assets" on the consolidated statement of operations for the three and nine months September 30, 2018 , respectively. 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. Loss on sale of residential lease assets On July 10, 2018, we created SunStrong Capital Holdings, LLC (“SunStrong”) to own and operate a portion of our residential lease assets and subsequently contributed to SunStrong our controlling equity interests in the aforementioned solar project companies. Further, on November 5, 2018, we entered into a Purchase and Sale Agreement (the “PSA”) with HA SunStrong Capital, LLC (“HA SunStrong Parent”), a subsidiary of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”), to sell 49.0% membership interests in SunStrong for cash proceeds of $10 million (the "Transaction"). Refer to our annual consolidated financial statements in Form 10-K for fiscal year ended December 31, 2018 for details of the transaction. Also, on November 5, 2018, SunStrong Capital Acquisition OF, LLC, a wholly-owned subsidiary of SunStrong (“Mezzanine Loan 2 Borrower”), and SunStrong Capital Lender 2, LLC, a subsidiary of Hannon Armstrong, entered into a loan agreement under which, Mezzanine Loan 2 Borrower may borrow a subordinated, mezzanine loan of up to $32.0 million (the “Mezzanine Loan 2”). The borrowing facilities provided by the Mezzanine Loan 2 were determined in consideration of the residential lease assets for which we had either completed construction or had the obligation to complete construction after November 5, 2018. On May 31, 2019, the Mezzanine Loan 2 agreement was amended to increase the amount of aggregate mezzanine loan proceeds to $49.0 million . The change was made based on the revised cash flow projections from the residential lease assets sold due to improved operating performance of those assets subsequent to the sale to SunStrong. On May 31, 2019, the Mezzanine Loan 2 Borrower drew an additional $10.5 million under the revised arrangement, which was distributed to the Company as a special distribution in accordance with the agreement, resulting in an additional gain of $8.4 million , arising out of revised operating performance of the underlying residential lease assets. We recorded the gain within "Loss on sale and impairment of residential lease assets" line item on the condensed consolidated income statement. Also, during the quarter ended June 30, 2019, we closed one of the open funds that was sold as part of the original transaction, updated our estimates on special distributions receivable from SunStrong with respect to the warehousing loan and proceeds generated from the sale of future solar renewable energy credits, resulting in a gain of $1.9 million , which was recorded within "Loss on sale and impairment of residential lease assets" line item on the condensed consolidated income statement. The changes to the estimates were driven by updated lease characteristics and other underlying assumptions on closure of the fund and final draw of investment from the tax equity investors. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 29, 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 September 29, 2019 and December 30, 2018 : September 29, 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) $ 2,520 $ — $ 2,520 $ — $ 729 $ — $ 729 $ — Other long-term assets: Equity investments with fair value option ("FVO") 18,500 18,500 — — 8,831 8,831 — — Equity investments with readily determinable fair value 144,658 — — 144,658 36,225 — — 36,225 Total assets $ 165,678 $ 18,500 $ 2,520 $ 144,658 $ 45,785 $ 8,831 $ 729 $ 36,225 Liabilities Accrued liabilities: Derivative financial instruments (Note 12) $ 1,043 $ — $ 1,043 $ — $ 1,161 $ — $ 1,161 $ — Other long-term liabilities: Derivative financial instruments (Note 12) 437 — 437 — 152 — 152 — Total liabilities $ 1,480 $ — $ 1,480 $ — $ 1,313 $ — $ 1,313 $ — Equity investments with fair value option ("FVO") We have elected the fair value option in accordance with the guidance in ASC 825, Financial Instruments , 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 investments 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 investments are classified within Level 3 in the fair value hierarchy because we estimate the fair value of the investments 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. The following table summarizes movements in equity investments for the three and nine months ended September 29, 2019 . There were no internal movements to or from Level 3 from Level 1 or Level 2 for the three and nine months ended September 29, 2019. (In thousands) Beginning balance as of December 30, 2018 FV Adjustment 1 Additional investment [See Note 10] Other adjustments Ending balance as of September 29, 2019 Equity investments with FVO $8,831 $(954) $10,000 $623 $18,500 1 During the three months ended September 29, 2019 , we recorded a fair value adjustment of $(954) thousand to our equity investments with FVO. The fair value adjustment was included within "equity in losses of unconsolidated investees" in our condensed consolidated statements of operations for three and nine months ended September 29, 2019 . Level 3 significant unobservable inputs sensitivity The following table summarizes the significant unobservable inputs used in Level 3 valuation of our investments carried at fair value as of September 29, 2019 . Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments. 2019 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 18,500 Discounted cash flows Discount rate Residual value 10.5%-13% (1) 7.5% (1) Total assets $ 18,500 (1) The primary unobservable inputs used in the fair value measurement of our equity investments, when using a discounted cash flow model, are the discount rate and residual value. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. We estimate the discount rate based on our projected cost of equity. We estimate the residual value based on the contracted systems in place in the years being projected. Significant increases (decreases) in the residual value in isolation would result in a significantly higher (lower) fair value measurement. Equity investments with readily determinable fair value In connection with the divestment of our microinverter business to Enphase Energy, Inc. ("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 Recognition and Measurement of Financial Assets and Liabilities . For the three and nine months ended September 29, 2019 , we recorded gains of $28.5 million and $129.0 million , respectively, within "other, net" in our condensed consolidated statement of operations. For the three and nine months September 30, 2018 , we recorded a mark-to-market loss of $6.2 million within "other, net" in our condensed consolidated statement of operations. During the three and nine months ended September 29, 2019, we sold 1 million of shares of Enphase common stock for cash proceeds of $20.6 million . 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 September 29, 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 "). 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 September 29, 2019 and December 30, 2018 , we had $31.5 million and $34.8 million , respectively, in investments accounted for under the equity method (see "Note 10 . Equity Investments "). Equity investments without readily determinable fair value These equity investments are securities in privately-held companies without readily determinable market values. Prior to January 1, 2018, we accounted for these investments without readily determinable fair value at cost less impairment. On January 1, 2018, we adopted ASU 2016-01 and elected to adjust the carrying value of our equity securities to cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Equity investments without readily determinable fair value 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. Other than the $1.0 million fair value adjustment recorded in the current quarter, there was no impairment in any of the other periods presented. Restricted marketable securities Our debt securities, classified as held-to-maturity, are Philippine government bonds that we maintain as collateral for business transactions within the Philippines. These bonds have various maturity dates and are classified as "Restricted short-term marketable securities" and "Restricted long-term marketable securities" on our condensed consolidated balance sheets as of September 29, 2019 and December 30, 2018 , respectively. As of September 29, 2019 and December 30, 2018 , these bonds had a carrying value of $6.0 million . 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. 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. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 29, 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, and we expect to incur immaterial incremental costs by the end of fiscal 2019. Cumulative costs incurred were $18.5 million as of September 29, 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 $376.8 million as of September 29, 2019 . The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Cumulative To Date February 2018 Restructuring Plan: Non-cash asset impairment charges $ 3,527 $ — $ 5,874 $ — $ 5,874 Severance and benefits 60 2,881 (323 ) 13,374 11,807 Lease and related termination costs 213 — 213 — 213 Other costs 448 58 326 398 583 Total February 2018 Restructuring Plan 4,248 2,939 6,090 13,772 18,477 Legacy Restructuring Plan: Non-cash impairment charges — — — — 228,184 Severance and benefits 3 884 — 1,721 100,722 Lease and related termination costs — — — 6 8,085 Other costs 32 100 (19 ) 3,105 39,774 Total Legacy Restructuring Plan 35 984 (19 ) 4,832 376,765 Total restructuring charges $ 4,283 $ 3,923 $ 6,071 $ 18,604 $ 395,242 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 nine months ended September 29, 2019 : Nine Months Ended (In thousands) December 30, 2018 Charges (Benefits) (Payments) Recoveries September 29, 2019 February 2018 Restructuring Plan: Non-cash asset impairment charges $ — $ 5,874 $ — $ — Severance and benefits 5,449 (323 ) (4,586 ) 540 Lease and related termination costs — 213 (213 ) $ — Other costs 1 — 326 (326 ) — Total February 2018 Restructuring Plan 5,449 6,090 (5,125 ) 540 Legacy Restructuring Plans 861 (19 ) (254 ) 588 Total restructuring reserve activities $ 6,310 $ 6,071 $ (5,379 ) $ 1,128 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 29, 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 Nine Months Ended (In thousands) September 29, 2019 September 29, 2019 Operating leases: Operating lease expense $ 3,363 $ 11,616 Sublease loss (20 ) (330 ) Rent expense $ 3,343 $ 11,286 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,512 11,411 Right-of-use assets obtained in exchange for lease obligations 8,939 103,744 Weighted-average remaining lease term (in years) - operating leases 6.9 6.9 Weighted-average discount rate - operating leases 9 % 9 % The future minimum lease payments to be paid under non-cancellable leases in effect at September 29, 2019 , are as follows (in thousands): As of September 29, 2019 Operating leases 2019 (remaining three months) $ 2,712 2020 14,005 2021 13,472 2022 11,747 2023 8,808 Thereafter 24,944 Total lease payments 75,688 Less: imputed interest (22,237 ) Total $ 53,451 As of September 29, 2019 , we have additional operating leases that have not yet commenced with future minimum lease payments amounting to $28.8 million . These operating leases will commence in the fourth quarter of fiscal 2019 with lease terms of 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 unconsolidated 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 September 29, 2019 are as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total 1 Future purchase obligations $ 254,725 $ 378,198 $ 41,038 $ 37,737 $ 33,148 $ 6,791 $ 751,637 1 Total future purchase obligations were composed of $192.3 million related to non-cancellable purchase orders and $559.3 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 September 29, 2019 and December 30, 2018 , advances to suppliers totaled $138.3 million and $171.6 million , respectively, of which $75.4 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 September 29, 2019 and December 30, 2018 , respectively. Advances from Customers We have entered into agreements with customers who have made advance payments for solar power systems. These advances are applied as shipments of product occur or upon completion of certain project milestones. 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 September 29, 2019 is as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Estimated utilization of advances from customers $ 29,953 $ 17,623 $ 32,997 $ — $ — $ — $ 80,573 Product Warranties The following table summarizes accrued warranty activities for the three months ended September 29, 2019 and September 30, 2018 : Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Balance at the beginning of the period $ 158,924 $ 176,785 $ 172,266 $ 181,303 Accruals for warranties issued during the period 3,518 6,479 21,566 13,979 Settlements and adjustments during the period (17,442 ) (10,654 ) (48,832 ) (22,672 ) Balance at the end of the period $ 145,000 $ 172,610 $ 145,000 $ 172,610 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 considered a distinct service and we account for the extended warranty as a performance obligation and allocate 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. Such warranties are recorded separately as liabilities and presented within "accrued liabilities" and "other long-term liabilities" on our condensed consolidated balance sheets (see Note 5 . Balance Sheet Components ). 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 September 29, 2019 and December 30, 2018 , we had $4.7 million and $3.3 million , respectively, classified as "accrued liabilities," and $5.8 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. As of September 29, 2019 , we have future financing obligations related to these agreements as follows: (In thousands) Amount Year: 2019 (remaining three months) $ — 2020 2,900 $ 2,900 Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $19.0 million and $16.8 million as of September 29, 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. We continue to retain certain indemnities, specifically, around ITCs and Cash Grants and California property taxes, even after the underlying portfolio of assets is sold to a third party. For 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 ,". 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. As of both September 29, 2019 , and December 30, 2018 , our provision was $4.2 million 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 September 29, 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 $3.0 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 nine months ended September 29, 2019 and September 30, 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 | 9 Months Ended |
Sep. 29, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | EQUITY INVESTMENTS Our equity investments consist of equity investments with readily determinable fair value, investments without readily determinable fair value, equity investments accounted for using the fair value option, and equity method investments. 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) September 29, 2019 December 30, 2018 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 144,658 $ 36,225 Total equity investments with readily determinable fair value 144,658 36,225 Equity investments without readily determinable fair value: Project entities 2,677 2,951 Other equity investments without readily determinable fair value 5,859 5,859 Total equity investments without readily determinable fair value 8,536 8,810 Equity investments with fair value option: SunStrong Capital Holdings, LLC 9,000 8,831 SunStrong Partners, LLC 9,500 — 8point3 Solar Investco 3 Holdings, LLC — — Total equity investment with fair value option 18,500 8,831 Equity method investments Dongfang Electric Corporation 31,496 32,784 Project entities 38 2,044 Total equity method investments 31,534 34,828 Total equity investments $ 203,228 $ 88,694 Variable Interest Entities ("VIEs") A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, Consolidation , an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its condensed consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • The power to direct the activities that most significantly impact the economic performance of the VIE; and • The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either: • A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or • A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest. As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees' economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Unconsolidated VIEs On November 5, 2018, we sold a portion of our interest in certain entities that have historically held the assets and liabilities comprising our residential lease business to an affiliate of Hannon Armstrong. The residential lease assets are held in SunStrong which owns and operates those assets. The partnership with Hannon Armstrong is planned to scale as new residential lease assets are contributed to the partnership that will be jointly owned by us and Hannon Armstrong. In furtherance of our long-term strategic goals, in June 2019, we 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, in exchange for a 47.5% equity ownership. Further, 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 separate portfolio of existing residential lease assets, that was purchased from Capital Dynamics. Hannon Armstrong provided all of the necessary initial capital contribution to 8point3 Holdings that was used to purchase this portfolio and Hanon Armstrong owns 45.1% of the equity in 8point3 Holdings. In connection with the formation of this joint venture, we received a 44.9% of the equity interest for a minimal value. SunStrong owns the remaining 10% of the equity in 8point3 Holdings. With respect to our interest in the SunStrong and SunStrong Partners, we have offered certain substantive, non-standard indemnifications to the investees or third party tax equity investors, related to cash flow losses arising from a recapture of California property taxes on account of a change in ownership, recapture of federal tax attributes, and any cash flow losses from leases that do not generate the promised savings to homeowners or tax equity investors. The maximum exposure to loss arising from the indemnifications for SunStrong is limited to consideration received for the solar power systems. The maximum exposure to loss arising from the indemnifications for SunStrong Partners is limited to $250 million . Our retention of these indemnification obligations may require us to absorb losses that are not proportionate with our equity interests. As such, we determined that the investees are variable interest entities. Based on the assessment of the required criteria for consolidation, we determined that we do not have the power to unilaterally make decisions that affect the performance of these investees. Under the respective operating and governance agreements, we and Hannon Armstrong are given equal governing rights and all major decisions, including among others, approving or modifying the budget, terminating service providers, incurring indebtedness, refinancing any existing loans, declaring distributions, commencing or settling any claims. Therefore, we concluded that these investees are under joint control and we are not the primary beneficiary of these investees. We have elected the FVO in accordance with the guidance in ASC 825, Financial Instruments , for our investments in SunStrong Capital Holdings, LLC, SunStrong Partners, and 8point3 Solar Investco 3 Holdings, LLC. Refer to Note 7. Fair Value Measurements . Summarized Financial Information of Unconsolidated VIEs Summary of unaudited financial information of the unconsolidated VIEs, as derived from their unaudited financial statements, is as follows. The following table presents summarized financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Nine Months Ended (In thousands) September 29, 2019 Summarized statements of operations information: Revenue 23,288 46,450 Gross loss (11,189 ) (12,398 ) Net loss (9,162 ) (5,906 ) As of (In thousands) September 29, 2019 December 30, 2018 Summarized balance sheet information: Current assets 128,398 103,413 Long-term assets 938,293 868,185 Current liabilities 69,568 85,154 Long-term liabilities 762,290 660,065 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. Consolidated VIEs Our sale of solar power systems to residential and commercial customers in the United States are eligible for Investment Tax Credit ("ITC"). Under the current law, the ITC will be reduced from approximately 30% of the cost of the solar power systems to approximately 26% for solar power systems placed into service after December 31, 2019, and then further reduced to approximately 22% for solar power systems placed into service after December 31, 2020, before being reduced permanently to 10% for commercial projects and 0% for residential projects. Internal Revenue Services (“IRS”) guidance on the current law provides for the ability to safe harbor the ITC on qualifying solar power systems, allowing preservation of the current ITC rates for projects that are completed after the scheduled reduction in rates assuming other required criteria as prescribed by the IRS are met. In September 2019, we entered into a joint venture Solar Sail LLC ("Solar Sail") and Solar Sail Commercial Holdings, LLC ("Solar Sail Commercial") with Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”), to finance up to 200 megawatts of panels inventory, preserving the 30 percent federal ITC for third-party owned commercial and residential systems and meeting safe harbor guidelines. We expect to increase the volume in later years, for which Hannon Armstrong will extend a secured financing up to $112.8 million over the course of the remainder of fiscal 2019 (Refer Note 11, Debt and Credit Sources for other terms and conditions of this facility). The remaining 10% value of the safe harbored panels was funded by equity contributions in the joint venture of $6.8 million each by SunPower and Hannon Armstrong. Based on the relevant accounting guidance summarized above, we determined that Solar Sail and Solar Sail Commercial are VIEs and after performing the assessment of required criteria for consolidation, we determined that we are the primary beneficiary of Solar Sail and Solar Sail Commercial as we have power to direct the activities that significantly impact the entity’s economic performance and we have exposure to significant profits or losses, and as such, we consolidate both of these entities. Total revenue of the consolidated investees was $0 for both the three and nine months ended September 29, 2019. The assets of the Company's consolidated investees are restricted for use only by the particular investee and are not available for the general operations of the Company. Related-Party Transactions with Investees Related-party transactions with investees are as follows: As of (In thousands) September 29, 2019 December 30, 2018 Accounts receivable $ 27,690 $ 19,062 Accounts payable 42,273 7,982 Accrued liabilities 25,079 22,364 Contract liabilities 26,360 — Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Payments made to investees for products/services 106,459 33,858 $ 205,477 $ 54,989 Revenues and fees received from investees for products/services 1 38,963 616 60,369 3,915 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 | 9 Months Ended |
Sep. 29, 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: September 29, 2019 December 30, 2018 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ 400,000 $ — $ 398,893 $ 398,893 $ 400,000 $ — $ 398,398 $ 398,398 4.00% debentures due 2023 425,000 — 420,890 420,890 425,000 — 419,958 419,958 CEDA loan 30,000 — 29,122 29,122 30,000 — 29,063 29,063 Non-recourse financing and other debt 97,525 79,687 17,754 97,441 49,073 39,500 9,273 48,773 $ 952,525 $ 79,687 $ 866,659 $ 946,346 $ 904,073 $ 39,500 $ 856,692 $ 896,192 As of September 29, 2019 , the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Aggregate future maturities of outstanding debt $ 60,967 $ 3,326 $ 404,480 $ 24,086 $ 425,732 $ 33,934 $ 952,525 Convertible Debt The following table summarizes our outstanding convertible debt: September 29, 2019 December 30, 2018 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ 398,893 $ 400,000 $ 378,980 $ 398,398 $ 400,000 $ 306,904 4.00% debentures due 2023 420,890 425,000 391,799 419,958 425,000 341,968 $ 819,783 $ 825,000 $ 770,779 $ 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. 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. 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. Other Debt and Credit Sources Financing for Safe Harbor Panels Inventory On September 27, 2019, we entered into a joint venture with Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”), to finance up to 200 megawatts of panels inventory, preserving the 30 percent federal Investment Tax Credit (“ITC”) for third-party owned commercial and residential systems and meeting safe harbor guidelines. The companies expect to increase the volume in later years, for which Hannon Armstrong will extend a secured financing of up to $112.8 million , over the course of the remainder of fiscal 2019. The loan carries an interest rate of 7.5% per annum payable quarterly. Principal amount on the loan is expected to be repaid quarterly from the financing proceeds of the underlying projects. The ultimate maturity date for the loan is June 30, 2022. As of the end of the quarter ended September 29, 2019, we have drawn $23.4 million under this facility. 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 September 29, 2019 , the fair value of the Bonds was $31.9 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 Letter Agreement and the Revolver expired on August 26, 2019. Refer to Note 17 Subsequent Event for 2019 Revolver. As of both September 29, 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 September 29, 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. During the three and nine months ended September 29, 2019 , we had drawn $3.3 million and $15.8 million , under this facility, respectively. During the three and nine months ended September 29, 2019, we repaid $11.7 million and $12.0 million , leaving a balance outstanding of $3.8 million as of September 29, 2019. 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 September 29, 2019 , we had $75.0 million in borrowing capacity under this limited recourse construction financing facility. We have not drawn any amounts under this facility as of September 29, 2019. 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. 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) September 29, 2019 December 30, 2018 Balance Sheet Classification Commercial Projects: Arizona loan 6,301 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 | 9 Months Ended |
Sep. 29, 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 September 29, 2019 and December 30, 2018 , all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification September 29, 2019 December 30, 2018 Assets: Derivatives designated as hedging instruments: Foreign currency option contracts Prepaid expenses and other current assets $ 2,195 $ — $ 2,195 $ — Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 325 $ 729 $ 325 $ 729 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 360 $ — Interest rate contracts Other long-term liabilities 437 152 $ 797 $ 152 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 683 $ 1,161 $ 683 $ 1,161 September 29, 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 $ 2,520 $ — $ 2,520 $ 1,045 $ — $ 1,475 Derivative liabilities $ 1,480 — 1,480 1,045 — 435 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Derivatives designated as cash flow hedges: Gain (loss) in OCI at the beginning of the period $ (881 ) $ 1,481 $ (164 ) $ (561 ) Unrealized gain (loss) recognized in OCI (effective portion) 2,774 605 2,495 2,708 Less: Gain reclassified from OCI to revenue (effective portion of FX trades) (510 ) — (955 ) (35 ) Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) 3 (374 ) 10 (400 ) Net gain (loss) on derivatives 2,267 231 1,550 2,273 Gain (loss) in OCI at the end of the period $ 1,386 $ 1,712 $ 1,386 $ 1,712 The following table summarizes the amount of gain or loss recognized in "other, net" in our condensed consolidated statements of operations in the nine months ended September 29, 2019 and September 30, 2018 : Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Derivatives designated as cash flow hedges: Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) $ 153 $ — $ 260 $ — Derivatives not designated as hedging instruments: Gain (loss) recognized in "Other, net" $ (1,329 ) $ (759 ) $ (2,363 ) $ (1,534 ) 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 at times, option contracts designated as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than our functional currency. 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 September 29, 2019 and December 30, 2018, we had designated outstanding cash flow hedge forward contracts with a notional value of $43.9 million and zero , respectively. As of September 29, 2019 and December 30, 2018, we also had designated outstanding cash flow hedge option contracts with a notional value of $108.2 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 September 29, 2019 , to hedge balance sheet exposure, we held forward contracts with an aggregate notional value of $21.7 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 September 29, 2019 and December 30, 2018 , we had interest rate swap agreements designated as cash flow hedges with aggregate notional values of $6.3 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 | 9 Months Ended |
Sep. 29, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended September 29, 2019 , our income tax provision of $5.4 million on a loss before income taxes and equity in earnings of unconsolidated investees of $12.1 million was primarily due to projected tax expense in foreign jurisdictions that are profitable. Our income tax provision of $3.7 million in the three months ended September 30, 2018 on a loss before income taxes and equity in earnings of unconsolidated investees of $108.7 million was also primarily due to tax expense in foreign jurisdictions that are profitable. For the nine months ended September 29, 2019 , our income tax provision of $17.2 million on a profit before income taxes and equity in earnings of unconsolidated investees of $5.6 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 $9.4 million in the nine months ended September 30, 2018 on a loss before income taxes and equity in earnings of unconsolidated investees of $718.9 million was primarily due to tax expense in foreign jurisdictions that are profitable. For the three and nine months ended September 29, 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 $19.0 million and $16.8 million as of September 29, 2019 and December 30, 2018, respectively. There have not been any material changes to our uncertain tax position as of September 29, 2019 as compared to our uncertain tax position as of December 30, 2018. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 29, 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, 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 Nine Months Ended (In thousands, except per share amounts) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Basic net income (loss) per share: Numerator: Net income (loss) attributable to stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Denominator: Basic weighted-average common shares 142,553 141,027 142,248 140,722 Basic net income (loss) per share $ (0.11 ) $ (0.64 ) $ 0.12 $ (4.64 ) Diluted net income (loss) per share 1 Numerator: Net income (loss) attributable to stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Net income (loss) available to common stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Denominator: Basic weighted-average common shares 142,553 141,027 142,248 $ 140,722 Effect of dilutive securities: Restricted stock units — — 2,488 — Dilutive weighted-average common shares: 142,553 141,027 144,736 140,722 Dilutive net income (loss) per share $ (0.11 ) $ (0.64 ) $ 0.12 $ (4.64 ) 1 As a result of our net loss attributable to stockholders for the three months ended September 29, 2019, and the three and nine months ended September 30, 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Restricted stock units $ 5,386 $ 4,390 $ 837 $ 5,518 Upfront warrants (held by Total) — 9,532 — 9,532 4.00% debentures due 2023 13,922 13,922 13,922 13,922 0.75% debentures due 2018 — — — 6,696 0.875% debentures due 2021 8,203 8,203 8,203 8,203 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 29, 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Cost of SunPower Energy Services revenue $ 741 $ 598 $ 1,369 $ 1,759 Cost of SunPower Technologies revenue 781 641 1,454 2,000 Research and development 903 806 2,375 4,591 Sales, general and administrative 4,567 4,345 13,730 13,442 Total stock-based compensation expense $ 6,992 $ 6,390 $ 18,928 $ 21,792 The following table summarizes the consolidated stock-based compensation expense by type of award: Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Restricted stock units $ 7,027 $ 6,385 $ 20,445 $ 21,619 Change in stock-based compensation capitalized in inventory (35 ) 5 (1,517 ) 173 Total stock-based compensation expense $ 6,992 $ 6,390 $ 18,928 $ 21,792 |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 29, 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 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 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 29, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 29, 2019, we entered into a Green Revolving Credit Agreement (the “2019 Revolver”) with Crédit Agricole Corporate and Investment Bank (“Credit Agricole”), as lender, with a revolving credit commitment of $55.0 million . The 2019 Revolver contains affirmative covenants, events of default and repayment provisions customarily applicable to similar facilities and has a per annum commitment fee of 0.05% on the daily unutilized amount, payable quarterly. The 2019 Revolver bears a floating interest rate of the higher of prime rate, federal funds effective rate, or LIBOR for the interest period in effect for such draw, plus an applicable margin, ranging from 0.25% to 0.60% , depending on the base interest rate applied, and matures on the earlier of April 29, 2021, or the termination of commitments thereunder. Our payment obligations under the 2019 Revolver are guaranteed by Total S.A. up to the maximum aggregate principal amount of $55.0 million . In consideration of the commitments of Total S.A., we are required to pay them a guaranty fee of 0.25% per annum on any amounts borrowed under the 2019 Revolver and to reimburse Total S.A. for any amounts paid by them under the parent guaranty. We have pledged the equity of a wholly-owned subsidiary of the Company that holds our shares of Enphase Energy, Inc. common stock to secure our reimbursement obligation under the 2019 Revolver. We have also agreed to limit our ability to draw funds under the 2019 Revolver, to no more than 67% of the fair market value of the common stock held by our subsidiary at the time of the draw. As of October 30, 2019, we had no outstanding borrowings under this 2019 Revolver. |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 29, 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 on 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 nine months ended September 29, 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 third quarter of fiscal 2019 ended on September 29, 2019 , while the third quarter of fiscal 2018 ended on September 30, 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 third quarter of fiscal 2019 ended on September 29, 2019 , while the third quarter of fiscal 2018 ended on September 30, 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; fair value assumptions for solar power systems and other long-lived assets sold under sale-leaseback transactions; 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 equity investments 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 . We classify our initial sale-leaseback arrangements of solar power systems as operating leases or sales-type leases, in accordance with the underlying accounting guidance on leases. We may sell our lessee interests in these arrangements in entirety before the end of the underlying term of the leaseback. For all sale-leaseback arrangements classified as operating leases, the profit related to the excess of the proceeds compared to the fair value of the solar power systems is deferred and recognized over the term of the lease. Sale-leaseback arrangements |
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 power 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 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. The adoption did not have an impact on our consolidated financial statements. 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 2018-14, 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. No material impact is expected on our consolidated financial statements and disclosures, upon adoption. 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) | 9 Months Ended |
Sep. 29, 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) | 9 Months Ended |
Sep. 29, 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) September 29, 2019 December 30, 2018 Accounts receivable $ 8,433 $ 3,823 Contract assets 80 18 Contract liabilities, current portion 1 19,618 18,408 Contract liabilities, net of current portion 1 35,357 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Revenue: Solar power systems, components, and other $ 14,407 $ 4,980 $ 27,091 $ 23,079 Cost of revenue: Solar power systems, components, and other 4,673 3,967 14,047 13,155 Other income: Other, net 13,941 — 13,941 — Research and development expense: Offsetting contributions received under the R&D Agreement — 3 — (84 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 67 1,393 311 4,176 Interest expense incurred on the 0.75% debentures due 2018 — — — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,641 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions with investees are as follows: As of (In thousands) September 29, 2019 December 30, 2018 Accounts receivable $ 27,690 $ 19,062 Accounts payable 42,273 7,982 Accrued liabilities 25,079 22,364 Contract liabilities 26,360 — Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Payments made to investees for products/services 106,459 33,858 $ 205,477 $ 54,989 Revenues and fees received from investees for products/services 1 38,963 616 60,369 3,915 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) | 9 Months Ended |
Sep. 29, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent disaggregated revenue from contracts with customers for the three and nine months ended September 29, 2019 and September 30, 2018 along with the reportable segment for each category: Three Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Module and component sales $ 109,704 $ 117,337 $ 156,974 $ 132,147 $ 266,678 $ 249,484 Solar power systems sales and EPC services 88,567 47,350 97,219 49,715 185,785 97,065 Operations and maintenance — — 14,733 11,854 14,733 11,854 Residential leasing — — 3,523 69,860 3,523 69,860 Solar services 1 — — 5,239 — 5,239 — Revenue $ 198,271 $ 164,687 $ 277,688 $ 263,576 $ 475,958 $ 428,263 Nine Months Ended (In thousands) SunPower Technologies SunPower Energy Services Total Revenue Category September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Module and component sales $ 303,032 $ 367,125 $ 416,337 $ 364,534 $ 719,369 $ 731,659 Solar power systems sales and EPC services 289,797 121,937 191,061 153,632 480,857 275,569 Operations and maintenance — — 35,253 33,815 35,253 33,815 Residential leasing — — 9,083 228,205 9,083 228,205 Solar services 1 — — 15,902 — 15,902 — Revenue $ 592,829 $ 489,062 $ 667,636 $ 780,186 $ 1,260,464 $ 1,269,248 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) |
Changes in Estimates | lso included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. Three Months Ended Nine Months Ended (In thousands, except number of projects) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Decrease in revenue from net changes in transaction prices $ — $ (7,692 ) $ (3,301 ) $ (12,331 ) Increase (decrease) in revenue from net changes in input cost estimates 1,734 (1,118 ) 4,144 (11,401 ) Net decrease in revenue from net changes in estimates $ 1,734 $ (8,810 ) $ 843 $ (23,732 ) Number of projects 1 4 2 7 Net change in estimate as a percentage of aggregate revenue for associated projects 3.6 % (5.7 )% 1.5 % (6.0 )% |
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 69.2% 1 Denotes average percentage of revenue recognized. |
Business Divestiture and Sale_2
Business Divestiture and Sale of Assets (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | (In thousands) Cash and cash equivalents $ 634 Restricted cash and cash equivalents, current portion 11,058 Accounts receivable, net 1,239 Restricted cash and cash equivalents, net of current portion 4,706 Property, plant and equipment, net 84,208 Solar power systems, leased, net 12,261 Long-term financing receivables net 17,907 Other long-term assets 5,960 Total assets 137,973 Accounts payable 1,236 Accrued liabilities and other current liabilities 34 Contract liabilities, current portion 163 Contract liabilities, net of current portion 3,024 Short-term debt 1,085 Long-term debt 44,246 Other long-term liabilities 1,809 Noncontrolling interests in subsidiaries 51,834 Total liabilities 103,431 Net assets $ 34,542 Net consideration recognized was as follows: (In thousands) Assumption of Mezzanine Loan 3 $ 23,744 Special distribution from Mezzanine 3 and Credit Agricole Loans 5,897 Accounts receivable from SunStrong Capital Holdings ("SSCH") for SREC distributions 2,146 Other costs and expenses (254 ) Net consideration recognized $ 31,533 Net loss on sale for the three and nine months ended September 29, 2019 was as follows: Three and Nine Months Ended (In thousands) September 29, 2019 Net consideration recognized $ 31,533 Net assets disposed (34,542 ) Warranty obligations incurred (870 ) Obligations to complete leases under construction (6,650 ) Net loss on sale $ (10,529 ) 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: Nine Months Ended (In thousands) September 29, 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) | 9 Months Ended |
Sep. 29, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | As of (In thousands) September 29, 2019 December 30, 2018 Accounts receivable, gross 1 $ 227,596 $ 193,980 Less: allowance for doubtful accounts (21,373 ) (16,906 ) Less: allowance for sales returns (556 ) (1,469 ) Accounts receivable, net $ 205,667 $ 175,605 1 There is a lien on our accounts receivable of $62.8 million out of our consolidated accounts receivable, gross, as of September 29, 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 | As of (In thousands) September 29, 2019 December 30, 2018 Raw materials $ 64,246 $ 58,378 Work-in-process 75,490 86,639 Finished goods 248,772 163,129 Inventories 1 $ 388,508 $ 308,146 1 A lien of $23.6 million exists on our gross inventory as of September 29, 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 | As of (In thousands) September 29, 2019 December 30, 2018 Deferred project costs $ 23,907 $ 30,394 VAT receivables, current portion 7,388 9,506 Deferred costs for solar power systems 25,711 17,805 Derivative financial instruments 2,521 729 Other receivables 58,111 48,062 Prepaid taxes — 853 Other prepaid expenses 15,005 23,834 Prepaid expenses and other current assets $ 132,643 $ 131,183 |
Schedule of Property, Plant and Equipment | As of (In thousands) September 29, 2019 December 30, 2018 Manufacturing equipment $ 144,495 $ 112,904 Land and buildings 137,694 161,299 Leasehold improvements 105,938 119,597 Solar power systems 1 30,190 544,139 Computer equipment 95,296 98,274 Furniture and fixtures 9,484 10,594 Construction-in-process 16,444 9,678 Property, plant and equipment, gross 539,541 1,056,485 Less: accumulated depreciation (204,166 ) (216,614 ) Property, plant and equipment, net $ 335,375 $ 839,871 1 As a result of the adoption of ASC 842, all of our residential lease arrangements entered into on or after December 31, 2018 are excluded from the scope of the lease accounting guidance and are accounted for as service contracts in accordance with ASC 606. The related assets are recorded as "solar power systems" within "Property, plant and equipment, net" as of September 29, 2019 . |
Schedule of Property, Plant and Equipment by Geographic Region | As of (In thousands) September 29, 2019 December 30, 2018 United States $ 58,689 $ 575,451 Philippines 96,036 104,639 Malaysia 149,494 126,056 Mexico 20,160 21,566 Europe 10,934 12,043 Other 62 116 Property, plant and equipment, net, by geography 1 $ 335,375 $ 839,871 1 Based on the physical location of the assets. |
Schedule of Other Long-Term Assets | As of (In thousands) September 29, 2019 December 30, 2018 Equity investments with readily determinable fair value $ 144,658 $ 36,225 Equity investments without readily determinable fair value 8,536 8,810 Equity investments with fair value option 18,500 8,831 Equity method investments 31,534 34,828 Other 58,844 73,339 Other long-term assets $ 262,072 $ 162,033 |
Schedule of Accrued Liabilities | As of (In thousands) September 29, 2019 December 30, 2018 Employee compensation and employee benefits $ 35,949 $ 44,337 Deferred revenue 1 774 4,251 Interest payable 7,059 11,786 Short-term warranty reserves 36,048 38,161 Restructuring reserve 1,128 6,310 VAT payables 6,122 8,325 Derivative financial instruments 1,043 1,161 Legal expenses 17,718 12,442 Taxes payable 24,307 19,146 Liability due to supply agreement 29,993 28,045 Other 34,226 61,288 Accrued liabilities $ 194,367 $ 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 | As of (In thousands) September 29, 2019 December 30, 2018 Deferred revenue 1 $ 41,259 $ 55,764 Long-term warranty reserves 108,952 134,105 Long-term sale-leaseback financing — 583,418 Unrecognized tax benefits 19,043 16,815 Long-term pension liability 2,981 2,567 Derivative financial instruments 437 152 Long-term liability due to supply agreement 27,411 28,198 Other 26,646 18,117 Other long-term liabilities $ 226,729 $ 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 | As of (In thousands) September 29, 2019 December 30, 2018 Cumulative translation adjustment $ (11,877 ) $ (11,121 ) Net unrealized gain (loss) on derivative financial instruments 1,406 (145 ) Net gain on long-term pension liability adjustment 7,066 7,066 Deferred taxes (386 ) 50 Accumulated other comprehensive loss $ (3,791 ) $ (4,150 ) |
Solar Services (Tables)
Solar Services (Tables) | 9 Months Ended |
Sep. 29, 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 September 29, 2019 and December 30, 2018 : As of (In thousands) September 29, 2019 December 30, 2018 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 117,407 $ 139,343 Solar power systems to be leased — 12,158 117,407 151,501 Less: accumulated depreciation and impairment 2 (61,963 ) (58,944 ) Solar power systems leased and to be leased, net $ 55,444 $ 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 nine months ended September 29, 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 September 29, 2019 : (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 261 $ 539 $ 542 $ 544 $ 546 $ 8,674 $ 11,106 1 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 September 29, 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) September 29, 2019 December 30, 2018 Financing receivables, held for sale: Minimum lease payments receivable $ 3,678 $ 43,939 Unguaranteed residual value 683 4,450 Unearned income (1,446 ) (8,859 ) Allowance for estimated losses (2,915 ) (18,656 ) Net financing receivables, held for sale $ — $ 20,874 Net financing receivables - current, held for sale $ — $ 1,282 Net financing receivables - non-current, held for sale $ — $ 19,592 |
Schedule of Future Maturities of Net Financing Receivables | As of September 29, 2019 , future maturities of net financing receivables for sales-type leases were as follows: (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Scheduled maturities of minimum lease payments receivable 1 $ 67 $ 183 $ 184 $ 185 $ 185 $ 2,874 $ 3,678 1 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) | 9 Months Ended |
Sep. 29, 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 September 29, 2019 and December 30, 2018 : September 29, 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) $ 2,520 $ — $ 2,520 $ — $ 729 $ — $ 729 $ — Other long-term assets: Equity investments with fair value option ("FVO") 18,500 18,500 — — 8,831 8,831 — — Equity investments with readily determinable fair value 144,658 — — 144,658 36,225 — — 36,225 Total assets $ 165,678 $ 18,500 $ 2,520 $ 144,658 $ 45,785 $ 8,831 $ 729 $ 36,225 Liabilities Accrued liabilities: Derivative financial instruments (Note 12) $ 1,043 $ — $ 1,043 $ — $ 1,161 $ — $ 1,161 $ — Other long-term liabilities: Derivative financial instruments (Note 12) 437 — 437 — 152 — 152 — Total liabilities $ 1,480 $ — $ 1,480 $ — $ 1,313 $ — $ 1,313 $ — |
Equity Method Investments | The following table summarizes movements in equity investments for the three and nine months ended September 29, 2019 . There were no internal movements to or from Level 3 from Level 1 or Level 2 for the three and nine months ended September 29, 2019. (In thousands) Beginning balance as of December 30, 2018 FV Adjustment 1 Additional investment [See Note 10] Other adjustments Ending balance as of September 29, 2019 Equity investments with FVO $8,831 $(954) $10,000 $623 $18,500 As of (In thousands) September 29, 2019 December 30, 2018 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 144,658 $ 36,225 Total equity investments with readily determinable fair value 144,658 36,225 Equity investments without readily determinable fair value: Project entities 2,677 2,951 Other equity investments without readily determinable fair value 5,859 5,859 Total equity investments without readily determinable fair value 8,536 8,810 Equity investments with fair value option: SunStrong Capital Holdings, LLC 9,000 8,831 SunStrong Partners, LLC 9,500 — 8point3 Solar Investco 3 Holdings, LLC — — Total equity investment with fair value option 18,500 8,831 Equity method investments Dongfang Electric Corporation 31,496 32,784 Project entities 38 2,044 Total equity method investments 31,534 34,828 Total equity investments $ 203,228 $ 88,694 |
Level 3 significant unobservable input sensitivity | The following table summarizes the significant unobservable inputs used in Level 3 valuation of our investments carried at fair value as of September 29, 2019 . Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments. 2019 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 18,500 Discounted cash flows Discount rate Residual value 10.5%-13% (1) 7.5% (1) Total assets $ 18,500 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 29, 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: Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Cumulative To Date February 2018 Restructuring Plan: Non-cash asset impairment charges $ 3,527 $ — $ 5,874 $ — $ 5,874 Severance and benefits 60 2,881 (323 ) 13,374 11,807 Lease and related termination costs 213 — 213 — 213 Other costs 448 58 326 398 583 Total February 2018 Restructuring Plan 4,248 2,939 6,090 13,772 18,477 Legacy Restructuring Plan: Non-cash impairment charges — — — — 228,184 Severance and benefits 3 884 — 1,721 100,722 Lease and related termination costs — — — 6 8,085 Other costs 32 100 (19 ) 3,105 39,774 Total Legacy Restructuring Plan 35 984 (19 ) 4,832 376,765 Total restructuring charges $ 4,283 $ 3,923 $ 6,071 $ 18,604 $ 395,242 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 nine months ended September 29, 2019 : Nine Months Ended (In thousands) December 30, 2018 Charges (Benefits) (Payments) Recoveries September 29, 2019 February 2018 Restructuring Plan: Non-cash asset impairment charges $ — $ 5,874 $ — $ — Severance and benefits 5,449 (323 ) (4,586 ) 540 Lease and related termination costs — 213 (213 ) $ — Other costs 1 — 326 (326 ) — Total February 2018 Restructuring Plan 5,449 6,090 (5,125 ) 540 Legacy Restructuring Plans 861 (19 ) (254 ) 588 Total restructuring reserve activities $ 6,310 $ 6,071 $ (5,379 ) $ 1,128 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 29, 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 Nine Months Ended (In thousands) September 29, 2019 September 29, 2019 Operating leases: Operating lease expense $ 3,363 $ 11,616 Sublease loss (20 ) (330 ) Rent expense $ 3,343 $ 11,286 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,512 11,411 Right-of-use assets obtained in exchange for lease obligations 8,939 103,744 Weighted-average remaining lease term (in years) - operating leases 6.9 6.9 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 September 29, 2019 , are as follows (in thousands): As of September 29, 2019 Operating leases 2019 (remaining three months) $ 2,712 2020 14,005 2021 13,472 2022 11,747 2023 8,808 Thereafter 24,944 Total lease payments 75,688 Less: imputed interest (22,237 ) Total $ 53,451 |
Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as of September 29, 2019 are as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total 1 Future purchase obligations $ 254,725 $ 378,198 $ 41,038 $ 37,737 $ 33,148 $ 6,791 $ 751,637 1 Total future purchase obligations were composed of $192.3 million related to non-cancellable purchase orders and $559.3 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 September 29, 2019 is as follows: (In thousands) Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Estimated utilization of advances from customers $ 29,953 $ 17,623 $ 32,997 $ — $ — $ — $ 80,573 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three months ended September 29, 2019 and September 30, 2018 : Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Balance at the beginning of the period $ 158,924 $ 176,785 $ 172,266 $ 181,303 Accruals for warranties issued during the period 3,518 6,479 21,566 13,979 Settlements and adjustments during the period (17,442 ) (10,654 ) (48,832 ) (22,672 ) Balance at the end of the period $ 145,000 $ 172,610 $ 145,000 $ 172,610 |
Future Financing Commitments | We are required to provide certain funding under agreements with unconsolidated investees, subject to certain conditions. As of September 29, 2019 , we have future financing obligations related to these agreements as follows: (In thousands) Amount Year: 2019 (remaining three months) $ — 2020 2,900 $ 2,900 |
Equity Investments Equity Inves
Equity Investments Equity Investments (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes movements in equity investments for the three and nine months ended September 29, 2019 . There were no internal movements to or from Level 3 from Level 1 or Level 2 for the three and nine months ended September 29, 2019. (In thousands) Beginning balance as of December 30, 2018 FV Adjustment 1 Additional investment [See Note 10] Other adjustments Ending balance as of September 29, 2019 Equity investments with FVO $8,831 $(954) $10,000 $623 $18,500 As of (In thousands) September 29, 2019 December 30, 2018 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 144,658 $ 36,225 Total equity investments with readily determinable fair value 144,658 36,225 Equity investments without readily determinable fair value: Project entities 2,677 2,951 Other equity investments without readily determinable fair value 5,859 5,859 Total equity investments without readily determinable fair value 8,536 8,810 Equity investments with fair value option: SunStrong Capital Holdings, LLC 9,000 8,831 SunStrong Partners, LLC 9,500 — 8point3 Solar Investco 3 Holdings, LLC — — Total equity investment with fair value option 18,500 8,831 Equity method investments Dongfang Electric Corporation 31,496 32,784 Project entities 38 2,044 Total equity method investments 31,534 34,828 Total equity investments $ 203,228 $ 88,694 |
Schedule of Other Ownership Interests | Summary of unaudited financial information of the unconsolidated VIEs, as derived from their unaudited financial statements, is as follows. The following table presents summarized financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Nine Months Ended (In thousands) September 29, 2019 Summarized statements of operations information: Revenue 23,288 46,450 Gross loss (11,189 ) (12,398 ) Net loss (9,162 ) (5,906 ) As of (In thousands) September 29, 2019 December 30, 2018 Summarized balance sheet information: Current assets 128,398 103,413 Long-term assets 938,293 868,185 Current liabilities 69,568 85,154 Long-term liabilities 762,290 660,065 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) September 29, 2019 December 30, 2018 Accounts receivable $ 8,433 $ 3,823 Contract assets 80 18 Contract liabilities, current portion 1 19,618 18,408 Contract liabilities, net of current portion 1 35,357 45,258 1 Refer to Note 9 . Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Revenue: Solar power systems, components, and other $ 14,407 $ 4,980 $ 27,091 $ 23,079 Cost of revenue: Solar power systems, components, and other 4,673 3,967 14,047 13,155 Other income: Other, net 13,941 — 13,941 — Research and development expense: Offsetting contributions received under the R&D Agreement — 3 — (84 ) Interest expense: Guarantee fees incurred under the Credit Support Agreement 67 1,393 311 4,176 Interest expense incurred on the 0.75% debentures due 2018 — — — 547 Interest expense incurred on the 0.875% debentures due 2021 547 547 1,641 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions with investees are as follows: As of (In thousands) September 29, 2019 December 30, 2018 Accounts receivable $ 27,690 $ 19,062 Accounts payable 42,273 7,982 Accrued liabilities 25,079 22,364 Contract liabilities 26,360 — Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Payments made to investees for products/services 106,459 33,858 $ 205,477 $ 54,989 Revenues and fees received from investees for products/services 1 38,963 616 60,369 3,915 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) | 9 Months Ended |
Sep. 29, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | 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) September 29, 2019 December 30, 2018 Balance Sheet Classification Commercial Projects: Arizona loan 6,301 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. The following table summarizes our outstanding debt on our condensed consolidated balance sheets: September 29, 2019 December 30, 2018 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ 400,000 $ — $ 398,893 $ 398,893 $ 400,000 $ — $ 398,398 $ 398,398 4.00% debentures due 2023 425,000 — 420,890 420,890 425,000 — 419,958 419,958 CEDA loan 30,000 — 29,122 29,122 30,000 — 29,063 29,063 Non-recourse financing and other debt 97,525 79,687 17,754 97,441 49,073 39,500 9,273 48,773 $ 952,525 $ 79,687 $ 866,659 $ 946,346 $ 904,073 $ 39,500 $ 856,692 $ 896,192 |
Schedule of Maturities of Debt | As of September 29, 2019 , the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2019 (remaining three months) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total Aggregate future maturities of outstanding debt $ 60,967 $ 3,326 $ 404,480 $ 24,086 $ 425,732 $ 33,934 $ 952,525 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: September 29, 2019 December 30, 2018 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ 398,893 $ 400,000 $ 378,980 $ 398,398 $ 400,000 $ 306,904 4.00% debentures due 2023 420,890 425,000 391,799 419,958 425,000 341,968 $ 819,783 $ 825,000 $ 770,779 $ 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) | 9 Months Ended |
Sep. 29, 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 September 29, 2019 and December 30, 2018 , all of which utilize Level 2 inputs under the fair value hierarchy: (In thousands) Balance Sheet Classification September 29, 2019 December 30, 2018 Assets: Derivatives designated as hedging instruments: Foreign currency option contracts Prepaid expenses and other current assets $ 2,195 $ — $ 2,195 $ — Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Prepaid expenses and other current assets $ 325 $ 729 $ 325 $ 729 Liabilities: Derivatives designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 360 $ — Interest rate contracts Other long-term liabilities 437 152 $ 797 $ 152 Derivatives not designated as hedging instruments: Foreign currency forward exchange contracts Accrued liabilities $ 683 $ 1,161 $ 683 $ 1,161 |
Schedule of offsetting assets and liabilities | September 29, 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 $ 2,520 $ — $ 2,520 $ 1,045 $ — $ 1,475 Derivative liabilities $ 1,480 — 1,480 1,045 — 435 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Derivatives designated as cash flow hedges: Gain (loss) in OCI at the beginning of the period $ (881 ) $ 1,481 $ (164 ) $ (561 ) Unrealized gain (loss) recognized in OCI (effective portion) 2,774 605 2,495 2,708 Less: Gain reclassified from OCI to revenue (effective portion of FX trades) (510 ) — (955 ) (35 ) Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) 3 (374 ) 10 (400 ) Net gain (loss) on derivatives 2,267 231 1,550 2,273 Gain (loss) in OCI at the end of the period $ 1,386 $ 1,712 $ 1,386 $ 1,712 |
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 nine months ended September 29, 2019 and September 30, 2018 : Three Months Ended Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Derivatives designated as cash flow hedges: Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing) $ 153 $ — $ 260 $ — Derivatives not designated as hedging instruments: Gain (loss) recognized in "Other, net" $ (1,329 ) $ (759 ) $ (2,363 ) $ (1,534 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 29, 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 Nine Months Ended (In thousands, except per share amounts) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Basic net income (loss) per share: Numerator: Net income (loss) attributable to stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Denominator: Basic weighted-average common shares 142,553 141,027 142,248 140,722 Basic net income (loss) per share $ (0.11 ) $ (0.64 ) $ 0.12 $ (4.64 ) Diluted net income (loss) per share 1 Numerator: Net income (loss) attributable to stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Net income (loss) available to common stockholders $ (15,017 ) $ (89,826 ) $ 16,718 $ (652,917 ) Denominator: Basic weighted-average common shares 142,553 141,027 142,248 $ 140,722 Effect of dilutive securities: Restricted stock units — — 2,488 — Dilutive weighted-average common shares: 142,553 141,027 144,736 140,722 Dilutive net income (loss) per share $ (0.11 ) $ (0.64 ) $ 0.12 $ (4.64 ) 1 As a result of our net loss attributable to stockholders for the three months ended September 29, 2019, and the three and nine months ended September 30, 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Restricted stock units $ 5,386 $ 4,390 $ 837 $ 5,518 Upfront warrants (held by Total) — 9,532 — 9,532 4.00% debentures due 2023 13,922 13,922 13,922 13,922 0.75% debentures due 2018 — — — 6,696 0.875% debentures due 2021 8,203 8,203 8,203 8,203 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 29, 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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Cost of SunPower Energy Services revenue $ 741 $ 598 $ 1,369 $ 1,759 Cost of SunPower Technologies revenue 781 641 1,454 2,000 Research and development 903 806 2,375 4,591 Sales, general and administrative 4,567 4,345 13,730 13,442 Total stock-based compensation expense $ 6,992 $ 6,390 $ 18,928 $ 21,792 |
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 Nine Months Ended (In thousands) September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Restricted stock units $ 7,027 $ 6,385 $ 20,445 $ 21,619 Change in stock-based compensation capitalized in inventory (35 ) 5 (1,517 ) 173 Total stock-based compensation expense $ 6,992 $ 6,390 $ 18,928 $ 21,792 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | 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 ) |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | 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 ) |
Revenue from External Customers by Geographic Areas | 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 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 % |
Organization And Summary Of S_4
Organization And Summary Of Significant Accounting Policies - Liquidity (Details) - Credit Agricole - Revolving Credit Facility - Subsequent Event - USD ($) | Oct. 29, 2019 | Oct. 30, 2019 |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 55,000,000 | |
Commitment fee | 0.05% | |
Guaranty fee | 0.25% | |
Fair market value limit on draws | 67.00% | |
Long-term line of credit | $ 0 | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.25% | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.60% |
Organization And Summary Of S_5
Organization And Summary Of Significant Accounting Policies - Lease Accounting (Details) | Sep. 29, 2019 |
Leased Solar Power Systems | |
Lessee, Lease, Description [Line Items] | |
Term of contracts | 20 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Sale leaseback, lease term | 25 years |
Organization And Summary Of S_6
Organization And Summary Of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 29, 2019 | |
Solar power systems | Minimum | |
Revenue from External Customer [Line Items] | |
Completion of projects | 3 months |
Solar power systems | Maximum | |
Revenue from External Customer [Line Items] | |
Completion of projects | 12 months |
Large Solar System | Minimum | |
Revenue from External Customer [Line Items] | |
Completion of projects | 18 months |
Large Solar System | Maximum | |
Revenue from External Customer [Line Items] | |
Completion of projects | 36 months |
Organization And Summary Of S_7
Organization And Summary Of Significant Accounting Policies - Impact of New Leasing Guidance (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Prepaid expenses and other current assets | $ 132,643 | $ 131,183 | |
Operating lease right-of-use assets | 46,283 | 0 | |
Other long-term assets | 262,072 | 162,033 | |
Accrued liabilities | [1] | 194,367 | 235,252 |
Operating lease liabilities | 8,644 | 0 | |
Contract liabilities, current portion | [1] | 118,644 | 104,130 |
Operating lease liabilities, net of current portion | 44,807 | 0 | |
Contract liabilities, net of current portion | [1] | 67,930 | 99,509 |
Other long-term liabilities | 226,729 | 839,136 | |
Accumulated deficit | $ (2,455,119) | (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 liabilities | (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 liabilities | 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_8
Organization And Summary Of Significant Accounting Policies - Useful Lives (Details) | 9 Months Ended |
Sep. 29, 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 | Mar. 31, 2018USD ($)MW | Nov. 30, 2016MW | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 29, 2014USD ($)$ / sharesshares | Feb. 28, 2012USD ($)$ / sharesshares | Dec. 31, 2011$ / sharesshares | Jun. 30, 2011USD ($)$ / shares | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 30, 2018USD ($) | Jul. 01, 2018 | Jun. 23, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Contract liabilities, current portion | [1] | $ 118,644,000 | $ 118,644,000 | $ 104,130,000 | |||||||||||||||
Contract liabilities, net of current portion | [1] | 67,930,000 | 67,930,000 | 99,509,000 | |||||||||||||||
Face Value | 952,525,000 | 952,525,000 | 904,073,000 | ||||||||||||||||
Accounts receivable | 27,690,000 | $ 27,690,000 | $ 19,062,000 | ||||||||||||||||
Ownership interests in co-development solar project, percentage sold | 25.00% | 25.00% | |||||||||||||||||
Revenue | 475,958,000 | $ 428,263,000 | $ 1,260,464,000 | $ 1,269,248,000 | |||||||||||||||
Investments and other noncurrent assets | $ 58,844,000 | $ 58,844,000 | $ 73,339,000 | ||||||||||||||||
0.75% debentures due 2018 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest rate | 0.75% | ||||||||||||||||||
0.875% debentures due 2021 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest rate | 0.875% | 0.875% | 0.875% | 0.875% | 0.875% | ||||||||||||||
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 | 4.00% | 4.00% | 4.00% | 4.00% | |||||||||||||||
Face Value | $ 425,000,000 | ||||||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 30.53 | ||||||||||||||||||
Total | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership after sale of stock, percentage | 55.00% | ||||||||||||||||||
Contract liabilities | $ 88,500,000 | ||||||||||||||||||
Contract liabilities, current portion | $ 19,618,000 | $ 19,618,000 | 18,408,000 | ||||||||||||||||
Contract liabilities, net of current portion | 35,357,000 | $ 35,357,000 | 45,258,000 | ||||||||||||||||
Liquidity support facility, warrant, maximum ownership percentage allowed | 74.99% | ||||||||||||||||||
Revenue | 6,400,000 | ||||||||||||||||||
Total | 0.875% debentures due 2021 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Face Value | $ 250,000,000 | ||||||||||||||||||
Shares to be acquired | shares | 5,126,775 | ||||||||||||||||||
Total | 4.00% debentures due 2023 | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
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 | ||||||||||||||||||
Contract liabilities, current portion | $ 1,300,000 | ||||||||||||||||||
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) | |||||||||||||||||||
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 | Accounts receivable | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Accounts receivable | $ 8,433,000 | $ 8,433,000 | $ 3,823,000 | ||||||||||||||||
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 | ||||||||||||||||||
Other, Net | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Proceeds from divestiture of interest in joint venture | $ 4,600,000 | ||||||||||||||||||
Gain from sale of joint venture interest | $ 2,900,000 | ||||||||||||||||||
Other, Net | CHILE | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership interests in co-development solar project, percentage sold | 50.00% | ||||||||||||||||||
Proceeds from divestiture of interest in joint venture | 14,100,000 | ||||||||||||||||||
Gain from sale of joint venture interest | $ 11,000,000 | ||||||||||||||||||
Credit Agricole | Letter of Credit | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||||
[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 ). |
Transactions with Total and T_4
Transactions with Total and Total S.A. (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 27,690 | $ 19,062 | |
Contract liabilities, current portion | [1] | 118,644 | 104,130 |
Contract liabilities, net of current portion | [1] | 67,930 | 99,509 |
Total | |||
Related Party Transaction [Line Items] | |||
Contract liabilities, current portion | 19,618 | 18,408 | |
Contract liabilities, net of current portion | 35,357 | 45,258 | |
Accounts receivable | Total | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 8,433 | 3,823 | |
Costs and Estimated Earnings in Excess of Billings [Member] | Total | |||
Related Party Transaction [Line Items] | |||
Contract assets | $ 80 | $ 18 | |
[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 ). |
Transactions with Total and T_5
Transactions with Total and Total S.A. (Revenue from Related Parties) (Details) - Total - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Related Party Transaction [Line Items] | ||||
Solar power systems, components, and other | $ 14,407 | $ 4,980 | $ 27,091 | $ 23,079 |
Cost of revenue: | ||||
Related Party Transaction [Line Items] | ||||
Solar power systems, components, and other | 4,673 | 3,967 | 14,047 | 13,155 |
Other income: | ||||
Related Party Transaction [Line Items] | ||||
Solar power systems, components, and other | 13,941 | 0 | 13,941 | 0 |
Research and development expense: | ||||
Related Party Transaction [Line Items] | ||||
Offsetting contributions received under the R&D Agreement | 0 | 3 | 0 | (84) |
Credit Support Agreement | Interest expense: | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | 67 | 1,393 | 311 | 4,176 |
0.75% debentures due 2018 | Interest expense: | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | 0 | 0 | 0 | 547 |
0.875% debentures due 2021 | Interest expense: | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | 547 | 547 | 1,641 | 1,641 |
4.00% debentures due 2023 | Interest expense: | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | $ 1,000 | $ 1,000 | $ 3,000 | $ 3,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019USD ($)positions | Sep. 30, 2018USD ($)positions | Sep. 29, 2019USD ($)positions | Sep. 30, 2018USD ($)positions | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 475,958,000 | $ 428,263,000 | $ 1,260,464,000 | $ 1,269,248,000 |
Revenue or cost impact threshold | 1,000,000 | |||
Decrease in revenue from net changes in transaction prices | 0 | (7,692,000) | (3,301,000) | (12,331,000) |
Increase (decrease) in revenue from net changes in input cost estimates | 1,734,000 | (1,118,000) | 4,144,000 | (11,401,000) |
Net decrease in revenue from net changes in estimates | $ 1,734,000 | $ (8,810,000) | $ 843,000 | $ (23,732,000) |
Number of projects | positions | 1 | 4 | 2 | 7 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 3.60% | (5.70%) | 1.50% | (6.00%) |
Increase (decrease) in contract assets | $ 25,500,000 | $ 2,600,000 | $ 18,107,000 | $ 38,014,000 |
Increase (decrease) in liabilities | (1,500,000) | (7,202,000) | 0 | |
Decrease in contract liabilities, net of adjustments | 3,900,000 | 17,100,000 | 39,900,000 | |
Decrease in contract liabilities | 39,300,000 | 58,500,000 | 52,200,000 | 115,300,000 |
SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 198,271,000 | 164,687,000 | 592,829,000 | 489,062,000 |
SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 277,688,000 | 263,576,000 | $ 667,636,000 | 780,186,000 |
Various Distribution Generation Projects | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue Recognized1 | 69.20% | |||
Module and component sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 266,678,000 | 249,484,000 | $ 719,369,000 | 731,659,000 |
Revenue, remaining performance obligation, amount | 506,200,000 | 506,200,000 | ||
Module and component sales | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 109,704,000 | 117,337,000 | 303,032,000 | 367,125,000 |
Module and component sales | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 156,974,000 | 132,147,000 | 416,337,000 | 364,534,000 |
Solar power systems sales and EPC services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 185,785,000 | 97,065,000 | 480,857,000 | 275,569,000 |
Revenue, remaining performance obligation, amount | 189,800,000 | 189,800,000 | ||
Solar power systems sales and EPC services | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 88,567,000 | 47,350,000 | 289,797,000 | 121,937,000 |
Solar power systems sales and EPC services | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 97,219,000 | 49,715,000 | 191,061,000 | 153,632,000 |
Operations and maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,733,000 | 11,854,000 | 35,253,000 | 33,815,000 |
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 | 14,733,000 | 11,854,000 | 35,253,000 | 33,815,000 |
Residential leasing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,523,000 | 69,860,000 | 9,083,000 | 228,205,000 |
Residential leasing | SunPower Technologies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Residential leasing | SunPower Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,523,000 | 69,860,000 | 9,083,000 | 228,205,000 |
Solar services1 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,239,000 | 0 | 15,902,000 | 0 |
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 | $ 5,239,000 | $ 0 | $ 15,902,000 | $ 0 |
Business Divestiture and Sale_3
Business Divestiture and Sale of Assets - Sale of Residential Lease Assets Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Sep. 27, 2019 | Apr. 12, 2019 | Jan. 31, 2019 | Nov. 05, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Distributions to noncontrolling interests | $ 1,236,000 | $ 3,676,000 | $ 1,552,000 | $ 12,988,000 | ||||
Sale of Residential Lease Portfolio | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Equity investment contributions by tax equity investors | 6,700,000 | |||||||
Distributions to noncontrolling interests | 2,100,000 | |||||||
Other costs and expenses related to the sale | 254,000 | 254,000 | ||||||
Warranty obligations | $ 870,000 | 870,000 | ||||||
Net loss on sale | $ 10,529,000 | |||||||
SunStrong Partners, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Ownership percentage | 49.00% | |||||||
Mezzanine Loan 3 | SunStrong Partners, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 37,300,000 | |||||||
Long-term line of credit | $ 27,300,000 | |||||||
Remaining borrowing capacity | $ 2,100,000 | |||||||
Mezzanine Loan 3 | Borrowed Sunshine II, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 55,000,000 | |||||||
Long-term line of credit | 46,100,000 | |||||||
Mezzanine Loan 3 - Residential Lease Assets - Construction Completed | SunStrong Partners, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Remaining borrowing capacity | 600,000 | |||||||
Mezzanine Loan 3 - Residential Lease Assets - Construction After Close | SunStrong Partners, LLC | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Remaining borrowing capacity | $ 1,500,000 |
Business Divestiture and Sale_4
Business Divestiture and Sale of Assets - Sale of Residential Lease Portfolio (Details) - Sale of Residential Lease Portfolio - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Sep. 29, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash and cash equivalents | $ 634 |
Restricted cash and cash equivalents, current portion | 11,058 |
Accounts receivable, net | 1,239 |
Restricted cash and cash equivalents, net of current portion | 4,706 |
Property, plant and equipment, net | 84,208 |
Solar power systems, leased, net | 12,261 |
Long-term financing receivables net | 17,907 |
Other long-term assets | 5,960 |
Total assets | 137,973 |
Accounts payable | 1,236 |
Accrued liabilities and other current liabilities | 34 |
Contract liabilities, current portion | 163 |
Contract liabilities, net of current portion | 3,024 |
Short-term debt | 1,085 |
Long-term debt | 44,246 |
Other long-term liabilities | 1,809 |
Noncontrolling interests in subsidiaries | 51,834 |
Total liabilities | 103,431 |
Net assets | $ 34,542 |
Business Divestiture and Sale_5
Business Divestiture and Sale of Assets - Gain on Sale of Residential Lease Portfolio (Details) - Sale of Residential Lease Portfolio - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Sep. 29, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assumption of Mezzanine Loan 3 and Credit Agricole Loan | $ 23,744 |
Special distribution from Mezzanine 3 and Credit Agricole Loans | 5,897 |
Accounts receivable from SunStrong Capital Holdings (SSCH) for SREC distributions | 2,146 |
Other costs and expenses | (254) |
Net consideration recognized | $ 31,533 |
Business Divestiture and Sale_6
Business Divestiture and Sale of Assets - Net Loss on Sale of Residential Lease Portfolio (Details) - Sale of Residential Lease Portfolio - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 9 Months Ended |
Sep. 29, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net consideration recognized | $ 31,533 |
Net assets disposed | (34,542) |
Warranty obligations incurred | (870) |
Obligations to complete leases under construction | (6,650) |
Net loss on sale | $ (10,529) |
Business Divestiture and Sale_7
Business Divestiture and Sale of Assets - Sale and Leaseback of Hillsboro Facility (Details) - Manufacturing Facility - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 29, 2019 | Sep. 29, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain from disposals | $ 21.3 | $ 21.3 | |
Deferred gain | 4.3 | 4.3 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration from sale of assets | 63.5 | 63.5 | |
Transaction costs | $ 3.8 | ||
Escrow holdback reserve | 1.7 | 1.7 | |
Recoverable escrow holdback | $ 20 | $ 20 |
Business Divestiture and Sale_8
Business Divestiture and Sale of Assets - Sale of Commercial Sale-Leaseback Portfolio Narrative (Details) $ in Thousands | Mar. 26, 2019USD ($)siteMW | Sep. 30, 2019USD ($) | Sep. 29, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 29, 2019USD ($) |
Sale Leaseback Transaction [Line Items] | ||||||
Sale leaseback, gross proceeds | $ 86,900 | |||||
Maximum | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Sale leaseback, lease term | 25 years | 25 years | ||||
Holdcos | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Number of sites | site | 200 | |||||
Sale leaseback, power supply (MW) | MW | 233 | |||||
Sale leaseback transaction, gross proceeds | $ 73,700 | $ 7,600 | $ 81,262 | |||
Gain on business divestiture | 143,400 | |||||
Sale leaseback, transaction costs | 1,200 | |||||
Manufacturing Facility | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Gain from disposals | $ 21,300 | 21,300 | ||||
Deferred gain | 4,300 | 4,300 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Manufacturing Facility | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Consideration from sale of assets | $ 63,500 | $ 63,500 | ||||
Sale leaseback, lease term | 3 years | 3 years | ||||
Proceeds from sale of assets | $ 39,700 | |||||
Transaction costs | $ 3,800 | |||||
Recoverable escrow holdback | $ 20,000 | $ 20,000 | ||||
Escrow holdback reserve | $ 1,700 | $ 1,700 |
Business Divestiture and Sale_9
Business Divestiture and Sale of Assets - Sale of Commercial Sale-Leaseback Portfolio (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 | |
Sale Leaseback Transaction [Line Items] | |||
Restricted cash and cash equivalents, current portion | $ 10,097 | $ 41,762 | |
Accounts receivable, net | [1] | 205,667 | 175,605 |
Prepaid expenses and other current assets | 132,643 | 131,183 | |
Restricted cash and cash equivalents, net of current portion | 11,655 | 12,594 | |
Operating lease right-of-use assets | 46,283 | 0 | |
Other long-term assets | 262,072 | 162,033 | |
Total assets | 1,889,672 | 2,352,649 | |
Accrued Liabilities | [1] | 194,367 | 235,252 |
Operating lease liabilities, current portion | 8,644 | 0 | |
Operating lease liabilities, net of current portion | 44,807 | 0 | |
Other long-term liabilities | 226,729 | 839,136 | |
Total liabilities | 2,049,928 | $ 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 liabilities | 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 and Sal_10
Business Divestiture and Sale of Assets - Net Gains on Sale of Commercial Sale-Leaseback Portfolio (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Sep. 29, 2019 | Dec. 30, 2018 | |
Sale Leaseback Transaction [Line Items] | ||||
Holdback receivables | $ 58,111 | $ 48,062 | ||
Holdcos | ||||
Sale Leaseback Transaction [Line Items] | ||||
Cash received from sale | $ 73,700 | $ 7,600 | 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 (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 29, 2019 | Sep. 29, 2019 | Dec. 30, 2018 | |
Accounts receivable, net: | |||
Accounts receivable, gross | $ 227,596 | $ 227,596 | $ 193,980 |
Less: allowance for doubtful accounts | (21,373) | (21,373) | (16,906) |
Less: allowance for sales returns | (556) | (556) | (1,469) |
Accounts receivable, net | 205,667 | 205,667 | 175,605 |
Inventory Disclosure [Abstract] | |||
Raw materials | 64,246 | 64,246 | 58,378 |
Work-in-process | 75,490 | 75,490 | 86,639 |
Finished goods | 248,772 | 248,772 | 163,129 |
Inventories | 388,508 | 388,508 | 308,146 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Deferred project costs | 23,907 | 23,907 | 30,394 |
VAT receivables, current portion | 7,388 | 7,388 | 9,506 |
Deferred costs for solar power systems | 25,711 | 25,711 | 17,805 |
Derivative financial instruments | 2,521 | 2,521 | 729 |
Other receivables | 58,111 | 58,111 | 48,062 |
Prepaid taxes | 0 | 0 | 853 |
Other prepaid expenses | 15,005 | 15,005 | 23,834 |
Prepaid expenses and other current assets | 132,643 | 132,643 | 131,183 |
Property, plant and equipment, net: | |||
Manufacturing equipment | 144,495 | 144,495 | 112,904 |
Land and buildings | 137,694 | 137,694 | 161,299 |
Leasehold improvements | 105,938 | 105,938 | 119,597 |
Solar power systems | 30,190 | 30,190 | 544,139 |
Computer equipment | 95,296 | 95,296 | 98,274 |
Furniture and fixtures | 9,484 | 9,484 | 10,594 |
Construction-in-process | 16,444 | 16,444 | 9,678 |
Property, plant and equipment, gross | 539,541 | 539,541 | 1,056,485 |
Less: accumulated depreciation | (204,166) | (204,166) | (216,614) |
Property, plant and equipment, net | 335,375 | 335,375 | 839,871 |
Other Assets, Noncurrent [Abstract] | |||
Equity investments with readily determinable fair value | 144,658 | 144,658 | 36,225 |
Equity investments without readily determinable fair value | 8,536 | 8,536 | 8,810 |
Equity investments with fair value option | 18,500 | 18,500 | 8,831 |
Equity method investments | 31,534 | 31,534 | 34,828 |
Other | 58,844 | 58,844 | 73,339 |
Other long-term assets | 262,072 | 262,072 | 162,033 |
Accrued Liabilities, Current [Abstract] | |||
Employee compensation and employee benefits | 35,949 | 35,949 | 44,337 |
Deferred revenue | 774 | 774 | 4,251 |
Interest payable | 7,059 | 7,059 | 11,786 |
Short-term warranty reserves | 36,048 | 36,048 | 38,161 |
Restructuring reserve | 1,128 | 1,128 | 6,310 |
VAT payables | 6,122 | 6,122 | 8,325 |
Derivative financial instruments | 1,043 | 1,043 | 1,161 |
Legal expenses | 17,718 | 17,718 | 12,442 |
Taxes payable | 24,307 | 24,307 | 19,146 |
Liability due to supply agreement | 29,993 | 29,993 | 28,045 |
Other | 34,226 | 34,226 | 61,288 |
Accrued liabilities | 194,367 | 194,367 | 235,252 |
Other Liabilities, Noncurrent [Abstract] | |||
Deferred revenue | 41,259 | 41,259 | 55,764 |
Long-term warranty reserves | 108,952 | 108,952 | 134,105 |
Long-term sale-leaseback financing | 0 | 0 | 583,418 |
Unrecognized tax benefits | 19,043 | 19,043 | 16,815 |
Long-term pension liability | 2,981 | 2,981 | 2,567 |
Derivative financial instruments | 437 | 437 | 152 |
Long-term liability due to supply agreement | 27,411 | 27,411 | 28,198 |
Other | 26,646 | 26,646 | 18,117 |
Other long-term liabilities | 226,729 | 226,729 | 839,136 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Cumulative translation adjustment | (11,877) | (11,877) | (11,121) |
Net unrealized gain (loss) on derivative financial instruments | 1,406 | 1,406 | (145) |
Net gain on long-term pension liability adjustment | 7,066 | 7,066 | 7,066 |
Deferred taxes | (386) | (386) | 50 |
Accumulated other comprehensive loss | (3,791) | (3,791) | (4,150) |
United States | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 58,689 | 58,689 | 575,451 |
Philippines | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 96,036 | 96,036 | 104,639 |
Malaysia | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 149,494 | 149,494 | 126,056 |
Mexico | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 20,160 | 20,160 | 21,566 |
Europe | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 10,934 | 10,934 | 12,043 |
Other | |||
Property, plant and equipment, net: | |||
Property, plant and equipment, net | 62 | 62 | 116 |
BPI France | |||
Accounts receivable, net: | |||
Proceeds from sale of collection of receivables | 31,900 | 76,200 | |
Uncollectable accounts receivables that have been factored | 10,200 | $ 21,000 | |
Loan And Security Agreement Lien | |||
Accounts receivable, net: | |||
Accounts receivable, gross | 62,800 | 62,800 | |
Inventory Disclosure [Abstract] | |||
Inventory, gross | $ 23,600 | $ 23,600 |
Solar Services (Details)
Solar Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 29, 2019 | Sep. 29, 2019 | Dec. 30, 2018 | |
Solar power systems leased and to be leased [Abstract] | |||
Solar power systems leased | $ 117,407 | $ 117,407 | $ 139,343 |
Solar power systems to be leased | 0 | 0 | 12,158 |
Solar power systems leased and to be leased, gross | 117,407 | 117,407 | 151,501 |
Less: accumulated depreciation and impairment | (61,963) | (61,963) | (58,944) |
Solar power systems leased and to be leased, net | 55,444 | 55,444 | 92,557 |
Noncash impairment charge | 0 | 4,000 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||
Fiscal 2019 (remaining three months) | 261 | 261 | |
Fiscal 2020 | 539 | 539 | |
Fiscal 2021 | 542 | 542 | |
Fiscal 2022 | 544 | 544 | |
Fiscal 2023 | 546 | 546 | |
Thereafter | 8,674 | 8,674 | |
Total | 11,106 | 11,106 | |
Financing receivables: | |||
Minimum lease payments receivable | 3,678 | 3,678 | 43,939 |
Unguaranteed residual value | 683 | 683 | 4,450 |
Unearned income | (1,446) | (1,446) | (8,859) |
Allowance for estimated losses | (2,915) | (2,915) | (18,656) |
Net financing receivables, held for sale | 0 | 0 | 20,874 |
Net financing receivables - current, held for sale | 0 | 0 | 1,282 |
Net financing receivables - non-current, held for sale | 0 | 0 | $ 19,592 |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |||
Fiscal 2019 (remaining three months) | 67 | 67 | |
Fiscal 2020 | 183 | 183 | |
Fiscal 2021 | 184 | 184 | |
Fiscal 2022 | 185 | 185 | |
Fiscal 2023 | 185 | 185 | |
Thereafter | 2,874 | 2,874 | |
Total | $ 3,678 | $ 3,678 |
Solar Services - Narrative (Det
Solar Services - Narrative (Details) $ in Thousands | May 31, 2019USD ($) | Nov. 05, 2018USD ($) | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 30, 2018USD ($) |
Goodwill [Line Items] | |||||||
Noncash impairment charge | $ 0 | $ 4,000 | |||||
Impairment loss | 10,756 | $ 53,537 | 28,283 | $ 170,898 | |||
Gain (loss) on sale and impairment of residential lease assets | (36,709) | (170,898) | |||||
Proceeds from business divestiture, net of cash sold | 40,491 | 13,257 | |||||
Long-term debt | 48,460 | 48,460 | $ 40,528 | ||||
Residential leases | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | $ 53,500 | $ 170,900 | |||||
SunStrong Capital Holdings, LLC | |||||||
Goodwill [Line Items] | |||||||
Ownership percentage sold upon deconsolidation | 0.49 | ||||||
Ownership percentage retained upon deconsolidation | 0.51 | ||||||
SunStrong Partners, LLC | |||||||
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 | ||||||
Impairment of Residential Lease Assets | |||||||
Goodwill [Line Items] | |||||||
Noncash impairment charge | $ 200 | $ 28,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 |
Other long-term assets: | ||
Equity investments with readily determinable fair value | $ 144,658 | $ 36,225 |
Total assets | 165,678 | 45,785 |
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 1,043 | 1,161 |
Other long-term liabilities: | ||
Derivative financial instruments (Note 12) | 437 | 152 |
Total liabilities | 1,480 | 1,313 |
Level 3 | ||
Other long-term assets: | ||
Total assets | 18,500 | 8,831 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Other long-term assets: | ||
Total assets | 2,520 | 729 |
Other long-term liabilities: | ||
Total liabilities | 1,480 | 1,313 |
Level 1 | ||
Other long-term assets: | ||
Total assets | 144,658 | 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) | 2,520 | 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) | 2,520 | 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 investments with fair value option (FVO) | 18,500 | 8,831 |
Equity investments with readily determinable fair value | 144,658 | 36,225 |
Other long-term assets: | Level 3 | ||
Other long-term assets: | ||
Equity investments with fair value option (FVO) | 18,500 | 8,831 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 2 | ||
Other long-term assets: | ||
Equity investments with fair value option (FVO) | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 1 | ||
Other long-term assets: | ||
Equity investments with fair value option (FVO) | 0 | 0 |
Equity investments with readily determinable fair value | 36,225 | |
Accrued liabilities: | ||
Accrued liabilities: | ||
Derivative financial instruments (Note 12) | 1,043 | 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) | 1,043 | 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) | 437 | 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) | 437 | 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 ($) | Aug. 09, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Dec. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized gain (loss) on investments | $ 28,500,000 | $ 6,200,000 | $ 129,000,000 | $ 6,200,000 | ||
Equity method investments | 203,228,000 | 203,228,000 | $ 88,694,000 | |||
Government bonds | $ 6,000,000 | 6,000,000 | 6,000,000 | |||
Other-than-temporary impairment loss | $ 0 | $ 0 | ||||
Enphase Shares | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Shares issuable to the Company at closing of agreement | 7,500,000 | |||||
Investment shares sold (in shares) | 1,000,000 | 1,000,000 | ||||
Proceeds from sale of equity investment | $ 20,600,000 | $ 20,600,000 | ||||
Total equity method investments | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Equity method investments | 31,500,000 | $ 31,500,000 | $ 34,800,000 | |||
Total equity investment with fair value option | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
FV Adjustment | $ 954,000 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments Activity (Details) - Equity investments with FVO - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 29, 2019 | Sep. 29, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Beginning balance as of December 30, 2018 | $ 8,831 | |
FV Adjustment | $ (954) | |
Additional investment [See Note 10] | 10,000 | |
Other adjustments | 623 | |
Ending balance as of September 29, 2019 | $ 18,500 | $ 18,500 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 significant unobservable input sensitivity (Details) - Equity investments - Level 3 $ in Thousands | Sep. 29, 2019USD ($) |
Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Total assets | $ 18,500 |
Measurement Input, Default Rate | Valuation Technique, Residual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.075 |
Measurement Input, Default Rate | Minimum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.105 |
Measurement Input, Default Rate | Maximum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.13 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Apr. 01, 2018USD ($)employees | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 4,283 | $ 3,923 | $ 6,071 | $ 18,604 | |
Restructuring and related cost, cost incurred to date | 395,242 | 395,242 | |||
Restructuring costs | 4,283 | 3,923 | 6,071 | 18,604 | |
February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 18,477 | 18,477 | |||
Restructuring costs | 4,248 | 2,939 | 6,090 | 13,772 | |
Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 376,765 | 376,765 | |||
Restructuring costs | 35 | 984 | (19) | 4,832 | |
Non-cash impairment charges | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 5,874 | 5,874 | |||
Restructuring costs | 3,527 | 0 | 5,874 | 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 | 0 | 0 | |
Severance and benefits | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 11,807 | 11,807 | |||
Restructuring costs | 60 | 2,881 | (323) | 13,374 | |
Severance and benefits | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 100,722 | 100,722 | |||
Restructuring costs | 3 | 884 | 0 | 1,721 | |
Lease and related termination costs | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 213 | 213 | |||
Restructuring costs | 213 | 0 | 213 | 0 | |
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 | 0 | 0 | 6 | |
Other Restructuring | February 2018 Restructuring Plan: | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 583 | 583 | |||
Restructuring costs | 448 | 58 | 326 | 398 | |
Other Restructuring | Legacy Restructuring Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, cost incurred to date | 39,774 | 39,774 | |||
Restructuring costs | $ 32 | $ 100 | $ (19) | $ 3,105 | |
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 | ||||
Real estate lease termination and other associated 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 | ||||
Real estate lease termination and other associated costs | $ 14,000 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | $ 6,310 | |||
Charges (Benefits) | $ 4,283 | $ 3,923 | 6,071 | $ 18,604 |
(Payments) Recoveries | (5,379) | |||
Restructuring reserve, end | 1,128 | 1,128 | ||
February 2018 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 5,449 | |||
Charges (Benefits) | 4,248 | 2,939 | 6,090 | 13,772 |
(Payments) Recoveries | (5,125) | |||
Restructuring reserve, end | 540 | 540 | ||
Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 861 | |||
Charges (Benefits) | 35 | 984 | (19) | 4,832 |
(Payments) Recoveries | (254) | |||
Restructuring reserve, end | 588 | 588 | ||
Non-cash impairment charges | February 2018 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 3,527 | 0 | 5,874 | 0 |
(Payments) Recoveries | 0 | |||
Restructuring reserve, end | 0 | 0 | ||
Non-cash impairment charges | Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 0 | 0 | 0 | 0 |
Severance and benefits | February 2018 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 5,449 | |||
Charges (Benefits) | 60 | 2,881 | (323) | 13,374 |
(Payments) Recoveries | (4,586) | |||
Restructuring reserve, end | 540 | 540 | ||
Severance and benefits | Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 3 | 884 | 0 | 1,721 |
Lease and related termination costs | February 2018 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 213 | 0 | 213 | 0 |
(Payments) Recoveries | (213) | |||
Restructuring reserve, end | 0 | 0 | ||
Lease and related termination costs | Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 0 | 0 | 0 | 6 |
Other Restructuring | February 2018 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 448 | 58 | 326 | 398 |
(Payments) Recoveries | (326) | |||
Restructuring reserve, end | 0 | 0 | ||
Other Restructuring | Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | $ 32 | $ 100 | $ (19) | $ 3,105 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 29, 2019 | Sep. 30, 2018 | |||
Loss Contingencies [Line Items] | |||||
Operating lease expense | $ 3,363 | $ 11,616 | |||
Sublease loss | (20) | (330) | |||
Rent expense | 3,343 | 11,286 | |||
Operating cash flows for operating leases | 3,512 | 11,411 | |||
Right-of-use assets obtained in exchange for lease obligations | $ 8,939 | [1] | $ 103,744 | [1] | $ 0 |
Weighted-average remaining lease term (in years) - operating leases | 6 years 10 months 24 days | 6 years 10 months 24 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 nine months ended September 29, 2019 include the transition adjustment for the adoption of ASC 842 and new ROU asset additions. |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Sep. 29, 2019USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 (remaining three months) | $ 2,712 |
2020 | 14,005 |
2021 | 13,472 |
2022 | 11,747 |
2023 | 8,808 |
Thereafter | 24,944 |
Total lease payments | 75,688 |
Less: imputed interest | (22,237) |
Total | 53,451 |
Operating leases not yet commenced, amount | $ 28,800 |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 29, 2019USD ($)vendor | Sep. 30, 2018USD ($) | Sep. 29, 2019USD ($)vendor | Sep. 30, 2018USD ($) | Dec. 30, 2018USD ($) | |
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 three months) | $ 254,725,000 | $ 254,725,000 | |||
Fiscal 2020 | 378,198,000 | 378,198,000 | |||
Fiscal 2021 | 41,038,000 | 41,038,000 | |||
Fiscal 2022 | 37,737,000 | 37,737,000 | |||
Fiscal 2023 | 33,148,000 | 33,148,000 | |||
Thereafter | 6,791,000 | 6,791,000 | |||
Total | 751,637,000 | 751,637,000 | |||
Future purchase obligations related to non-cancellable purchase orders | 192,300,000 | 192,300,000 | |||
Future purchase obligations related to long-term supply agreements | 559,300,000 | ||||
Concentration Risk [Line Items] | |||||
Advances to suppliers | 138,300,000 | 138,300,000 | $ 171,600,000 | ||
Advances to suppliers, current portion | 75,366,000 | 75,366,000 | 37,878,000 | ||
Related Party Transaction [Line Items] | |||||
Fiscal 2019 (remaining three months) | 29,953,000 | 29,953,000 | |||
Fiscal 2020 | 17,623,000 | 17,623,000 | |||
Fiscal 2021 | 32,997,000 | 32,997,000 | |||
Fiscal 2022 | 0 | 0 | |||
Fiscal 2023 | 0 | 0 | |||
Thereafter | 0 | 0 | |||
Total | 80,573,000 | 80,573,000 | |||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||||
Product Warranties, beginning | 158,924,000 | $ 176,785,000 | 172,266,000 | $ 181,303,000 | 181,303,000 |
Accruals for warranties issued during the period | 3,518,000 | 6,479,000 | 21,566,000 | 13,979,000 | |
Settlements and adjustments during the period | (17,442,000) | (10,654,000) | (48,832,000) | (22,672,000) | |
Product Warranties, end | 145,000,000 | 172,610,000 | 145,000,000 | 172,610,000 | 172,266,000 |
Extended product warranty accrual, current | 4,700,000 | 4,700,000 | 3,300,000 | ||
Extended product warranty accrual, noncurrent | 5,800,000 | 5,800,000 | 6,500,000 | ||
Liabilities Associated with Uncertain Tax Positions [Abstract] | |||||
Unrecognized tax benefits, income tax penalties and interest accrued | 19,000,000 | 19,000,000 | 16,800,000 | ||
Tax adjustments, settlements, and unusual provisions | 4,200,000 | 4,200,000 | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Long-term pension liability | 2,981,000 | 2,981,000 | $ 2,567,000 | ||
Net loss on long-term pension liability adjustment | 0 | $ 0 | 0 | $ 0 | |
Future Financing | |||||
Future Financing Commitments [Line Items] | |||||
2019 (remaining three months) | 0 | 0 | |||
2020 | 2,900,000 | 2,900,000 | |||
Total commitment | 2,900,000 | $ 2,900,000 | |||
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 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 |
Equity Investments - Equity Me
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Jun. 30, 2019 | Dec. 30, 2018 |
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with readily determinable fair value | $ 144,658 | $ 36,225 | |
Equity investments without readily determinable fair value: | 8,536 | 8,810 | |
Equity investments with fair value option | 18,500 | 8,831 | |
Equity method investments | 203,228 | 88,694 | |
Enphase Energy, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with readily determinable fair value | 144,658 | 36,225 | |
Project entities | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments without readily determinable fair value: | 2,677 | 2,951 | |
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 | |
SunStrong Capital Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 9,000 | 8,831 | |
SunStrong Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 9,500 | 0 | |
Equity method investments | $ 9,500 | ||
8point3 Solar Investco 3 Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 0 | 0 | |
Total equity investment with fair value option | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 18,500 | 8,831 | |
Dongfang Electric Corporation | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 31,496 | 32,784 | |
Project entities | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 38 | 2,044 | |
Total equity method investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 31,534 | $ 34,828 |
Equity Investments - Narrative
Equity Investments - Narrative (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Jun. 30, 2019 | Dec. 30, 2018 |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 203,228 | $ 88,694 | |
SunStrong Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 9,500 | ||
Ownership percentage | 10.00% | ||
SunStrong Capital Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 47.50% | ||
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, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
VIE maximum exposure loss | $ 250,000 |
Equity Investments - SunStrong
Equity Investments - SunStrong LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Dec. 30, 2018 | |
Schedule of Investments [Line Items] | |||||
Gross loss | $ 48,251 | $ 9,877 | $ 30,766 | $ (289,510) | |
Net income | (15,017) | $ (89,826) | 16,718 | $ (652,917) | |
Current assets | 1,106,425 | 1,106,425 | $ 1,073,771 | ||
Current liabilities | 842,219 | 842,219 | 705,006 | ||
SunStrong Capital Holdings, LLC | |||||
Schedule of Investments [Line Items] | |||||
Revenue | 23,288 | 46,450 | |||
Gross loss | (11,189) | (12,398) | |||
Net income | (9,162) | (5,906) | |||
Current assets | 128,398 | 128,398 | 103,413 | ||
Long-term assets | 938,293 | 938,293 | 868,185 | ||
Current liabilities | 69,568 | 69,568 | 85,154 | ||
Long-term liabilities | $ 762,290 | $ 762,290 | $ 660,065 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Dec. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Accounts receivable | $ 27,690 | $ 27,690 | $ 19,062 | ||
Accounts payable | 42,273 | 42,273 | 7,982 | ||
Accrued liabilities | 25,079 | 25,079 | 22,364 | ||
Contract liabilities | 26,360 | 26,360 | $ 0 | ||
Payments made to investees for products/services | 106,459 | $ 33,858 | 205,477 | $ 54,989 | |
Revenues and fees received from investees for products/services | $ 38,963 | $ 616 | $ 60,369 | $ 3,915 |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 29, 2019USD ($)MW | Sep. 29, 2019USD ($)MW | Dec. 30, 2018USD ($) | |
Variable Interest Entity [Line Items] | |||
Debt face amount | $ 952,525,000 | $ 952,525,000 | $ 904,073,000 |
Solar Sail | |||
Variable Interest Entity [Line Items] | |||
Inventory financed | MW | 200 | 200 | |
VIE revenue | $ 0 | $ 0 | |
Solar Sail | SunPower Corp | |||
Variable Interest Entity [Line Items] | |||
Equity contributions by other parties | 6,800,000 | 6,800,000 | |
Solar Sail | Hannon Armstrong | |||
Variable Interest Entity [Line Items] | |||
Debt face amount | 112,800,000 | 112,800,000 | |
Equity contributions by other parties | $ 6,800,000 | $ 6,800,000 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) | Sep. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2015 | Jun. 29, 2014 | Jan. 02, 2011 |
Debt Instrument [Line Items] | |||||
Face Value | $ 952,525,000 | $ 904,073,000 | |||
Short-term | 79,687,000 | 39,500,000 | |||
Long-term | 866,659,000 | 856,692,000 | |||
Total | 946,346,000 | 896,192,000 | |||
0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 400,000,000 | ||||
4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 425,000,000 | ||||
CEDA loan | |||||
Debt Instrument [Line Items] | |||||
Face Value | 30,000,000 | 30,000,000 | $ 30,000,000 | ||
Short-term | 0 | 0 | |||
Long-term | 29,122,000 | 29,063,000 | |||
Total | 29,122,000 | 29,063,000 | |||
Non-recourse financing and other debt | |||||
Debt Instrument [Line Items] | |||||
Face Value | 97,525,000 | 49,073,000 | |||
Short-term | 79,687,000 | 39,500,000 | |||
Long-term | 17,754,000 | 9,273,000 | |||
Total | 97,441,000 | 48,773,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Face Value | 825,000,000 | 825,000,000 | |||
Convertible Debt | 0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Face Value | 400,000,000 | 400,000,000 | |||
Short-term | 0 | 0 | |||
Long-term | 398,893,000 | 398,398,000 | |||
Total | 398,893,000 | 398,398,000 | |||
Convertible Debt | 4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Face Value | 425,000,000 | 425,000,000 | |||
Short-term | 0 | 0 | |||
Long-term | 420,890,000 | 419,958,000 | |||
Total | $ 420,890,000 | $ 419,958,000 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) - USD ($) | Sep. 29, 2019 | Dec. 30, 2018 |
Debt Disclosure [Abstract] | ||
Fiscal 2019 (remaining three months) | $ 60,967,000 | |
Fiscal 2020 | 3,326,000 | |
Fiscal 2021 | 404,480,000 | |
Fiscal 2022 | 24,086,000 | |
Fiscal 2023 | 425,732,000 | |
Thereafter | 33,934,000 | |
Total | $ 952,525,000 | $ 904,073,000 |
Debt and Credit Sources - Sch_3
Debt and Credit Sources - Schedule of Convertible Debt (Details) - USD ($) | Sep. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2015 | Jun. 29, 2014 | |
Debt Instrument [Line Items] | |||||
Carrying Value | [1] | $ 819,783,000 | $ 818,356,000 | ||
Face Value | 952,525,000 | 904,073,000 | |||
0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 400,000,000 | ||||
4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 425,000,000 | ||||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 819,783,000 | 818,356,000 | |||
Face Value | 825,000,000 | 825,000,000 | |||
Fair value | 770,779,000 | 648,872,000 | |||
Convertible Debt | 0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 398,893,000 | 398,398,000 | |||
Face Value | 400,000,000 | 400,000,000 | |||
Fair value | 378,980,000 | 306,904,000 | |||
Convertible Debt | 4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 420,890,000 | 419,958,000 | |||
Face Value | 425,000,000 | 425,000,000 | |||
Fair value | $ 391,799,000 | $ 341,968,000 | |||
[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 ). |
Debt and Credit Sources - Narra
Debt and Credit Sources - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 29, 2019USD ($) | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 27, 2019USD ($)MW | Mar. 29, 2019USD ($) | Dec. 30, 2018USD ($) | Jul. 01, 2018 | Jun. 28, 2018USD ($) | Jun. 23, 2017USD ($) | Dec. 31, 2015USD ($)$ / shares | Jun. 30, 2014 | Jun. 29, 2014USD ($)$ / shares | Sep. 30, 2011USD ($) | Jan. 02, 2011USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | $ 952,525,000 | $ 952,525,000 | $ 904,073,000 | |||||||||||
Repayments of debt | $ 2,959,000 | $ 14,931,000 | ||||||||||||
0.875% debentures due 2021 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 0.875% | 0.875% | 0.875% | 0.875% | 0.875% | |||||||||
Debt face amount | $ 400,000,000 | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 48.76 | |||||||||||||
4.00% debentures due 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||
Debt face amount | $ 425,000,000 | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 30.53 | |||||||||||||
Safe Harbor Panels Inventory | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 7.50% | |||||||||||||
Inventory financed | MW | 200 | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 112,800,000 | |||||||||||||
Long-term line of credit | $ 23,400,000 | $ 23,400,000 | ||||||||||||
CEDA loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | 30,000,000 | 30,000,000 | 30,000,000 | $ 30,000,000 | ||||||||||
Debt, fair value | 31,900,000 | 31,900,000 | ||||||||||||
Convertible Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | 825,000,000 | 825,000,000 | 825,000,000 | |||||||||||
Convertible Debt | 0.875% debentures due 2021 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||
Convertible Debt | 4.00% debentures due 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt face amount | 425,000,000 | 425,000,000 | 425,000,000 | |||||||||||
CEDA loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 8.50% | |||||||||||||
Letter of Credit | Credit Agricole | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||
Long-term line of credit | 0 | 0 | 0 | |||||||||||
Letter of Credit | Deutsche Bank | September 2011 Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | |||||||||||||
Letters of credit outstanding, amount | 3,600,000 | 3,600,000 | $ 3,000,000 | |||||||||||
Revolving Credit Facility | March 2019 Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||||||||||||
Long-term line of credit | 3,800,000 | 3,800,000 | ||||||||||||
Debt covenant, restricted cash | $ 5,000,000 | |||||||||||||
Proceeds from lines of credit | 3,300,000 | 15,800,000 | ||||||||||||
Repayments of debt | 11,700,000 | 12,000,000 | ||||||||||||
Line of Credit | SunTrust Bank | June 2018 Facility Agreement With SunTrust Bank | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | ||||||||||||
Current borrowing capacity | $ 75,000,000 |
Debt and Credit Sources - Non-r
Debt and Credit Sources - Non-recourse Debt (Details) - USD ($) $ in Thousands | Sep. 29, 2019 | Dec. 30, 2018 |
Arizona loan | ||
Debt Instrument [Line Items] | ||
Non-recourse financing arrangements | $ 6,301 | $ 6,650 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Dec. 30, 2018 | |
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | $ 1,043,000 | $ 1,043,000 | $ 1,161,000 | ||
Derivative financial instruments | 437,000 | 437,000 | 152,000 | ||
Derivative assets, gross amounts recognized | 2,520,000 | 2,520,000 | 729,000 | ||
Derivative assets, gross amounts offset | 0 | 0 | 0 | ||
Derivative assets, net amounts presented | 2,520,000 | 2,520,000 | 729,000 | ||
Derivative assets, financial instruments | 1,045,000 | 1,045,000 | 729,000 | ||
Derivative assets, cash collateral | 0 | 0 | 0 | ||
Derivative assets, net amounts | 1,475,000 | 1,475,000 | 0 | ||
Derivative liabilities, gross amounts recognized | 1,480,000 | 1,480,000 | 1,313,000 | ||
Derivative liabilities, gross amounts offset | 0 | 0 | 0 | ||
Derivative liabilities, net amounts presented | 1,480,000 | 1,480,000 | 1,313,000 | ||
Derivative liabilities, financial instruments | 1,045,000 | 1,045,000 | 729,000 | ||
Derivative liabilities, cash collateral | 0 | 0 | 0 | ||
Derivative liabilities, net amounts | 435,000 | 435,000 | 584,000 | ||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
Gain (loss) in OCI at the beginning of the period | (881,000) | $ 1,481,000 | (164,000) | $ (561,000) | |
Unrealized gain (loss) recognized in OCI (effective portion) | 2,774,000 | 605,000 | 2,495,000 | 2,708,000 | |
Gain recognized in other, net on derivatives (ineffective portion and amount excluded from effectiveness testing) | (510,000) | 0 | (955,000) | 35,000 | |
Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps) | 3,000 | (374,000) | 10,000 | (400,000) | |
Net gain (loss) on derivatives | 2,267,000 | 231,000 | 1,550,000 | 2,273,000 | |
Gain (loss) in OCI at the end of the period | 1,386,000 | 1,712,000 | 1,386,000 | 1,712,000 | |
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) | (510,000) | 0 | (955,000) | 35,000 | |
Derivatives designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 2,195,000 | 2,195,000 | 0 | ||
Derivative liability | 797,000 | 797,000 | 152,000 | ||
Derivatives designated as hedging instruments | Interest rate swap | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 6,300,000 | 6,300,000 | 6,700,000 | ||
Derivatives not designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 325,000 | 325,000 | 729,000 | ||
Derivative liability | 683,000 | 683,000 | 1,161,000 | ||
Derivatives not designated as hedging instruments | Foreign currency forward exchange contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 21,700,000 | 21,700,000 | 11,400,000 | ||
Prepaid expenses and other current assets | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 2,520,000 | 2,520,000 | 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 | 2,195,000 | 2,195,000 | 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 | 325,000 | 325,000 | 729,000 | ||
Accrued liabilities | Derivatives not designated as hedging instruments | Foreign currency forward exchange contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 683,000 | 683,000 | 1,161,000 | ||
Other long-term liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 437,000 | 437,000 | 152,000 | ||
Other long-term liabilities | Derivatives designated as hedging instruments | Interest rate contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative liabilities | 437,000 | 437,000 | 152,000 | ||
Level 2 | Prepaid expenses and other current assets | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments (Note 12) | 2,520,000 | 2,520,000 | 729,000 | ||
Level 2 | Accrued liabilities | Derivatives designated as hedging instruments | |||||
Derivatives, Fair Value [Line Items] | |||||
Current derivative assets | 360,000 | 360,000 | 0 | ||
Level 2 | Other long-term liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative financial instruments | 437,000 | 437,000 | 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) | (153,000) | 0 | (260,000) | 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) | (153,000) | 0 | (260,000) | 0 | |
Gain (loss) recognized in Other, net | (1,329,000) | $ (759,000) | (2,363,000) | $ (1,534,000) | |
Cash Flow Hedging | Derivatives designated as hedging instruments | Forward contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | 43,900,000 | 43,900,000 | 0 | ||
Cash Flow Hedging | Derivatives designated as hedging instruments | Foreign currency option contracts | |||||
Notional Disclosures [Abstract] | |||||
Derivative asset, notional amount | $ 108,200,000 | $ 108,200,000 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) for income taxes | $ 5,378 | $ 3,680 | $ 17,243 | $ 9,389 | |
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated investees | (12,063) | $ (108,731) | 5,594 | $ (718,903) | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 19,000 | $ 19,000 | $ 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 | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to stockholders | $ (15,017) | $ (89,826) | $ 16,718 | $ (652,917) |
Basic (shares) | 142,553 | 141,027 | 142,248 | 140,722 |
Basic net income (loss) per share | $ (0.11) | $ (0.64) | $ 0.12 | $ (4.64) |
Net income (loss) available to common stockholders, diluted | $ (15,017) | $ (89,826) | $ 16,718 | $ (652,917) |
Diluted (shares) | 142,553 | 141,027 | 144,736 | 140,722 |
Dilutive net income (loss) per share | $ (0.11) | $ (0.64) | $ 0.12 | $ (4.64) |
Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 5,386 | 4,390 | 837 | 5,518 |
Upfront warrants (held by Total) | ||||
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 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 13,922 | 13,922 | 13,922 | 13,922 |
Interest rate | 4.00% | 4.00% | ||
0.75% debentures due 2018 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 0 | 0 | 0 | 6,696 |
Interest rate | 0.75% | 0.75% | ||
0.875% debentures due 2021 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 8,203 | 8,203 | 8,203 | 8,203 |
Interest rate | 0.875% | 0.875% | ||
Diluted Shares | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted (shares) | 142,553 | 141,027 | 142,248 | 140,722 |
Dilutive Securities | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted (shares) | 142,553 | 141,027 | 144,736 | 140,722 |
Dilutive Securities | Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities: | 0 | 2,488 | 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6,992 | $ 6,390 | $ 18,928 | $ 21,792 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 7,027 | 6,385 | 20,445 | 21,619 |
Change in stock-based compensation capitalized in inventory | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | (35) | 5 | (1,517) | 173 |
Cost of revenue: | North America Commercial | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 741 | 598 | 1,369 | 1,759 |
Cost of revenue: | Residential leases | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 781 | 641 | 1,454 | 2,000 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 903 | 806 | 2,375 | 4,591 |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,567 | $ 4,345 | $ 13,730 | $ 13,442 |
Segment and Geographical Info_3
Segment and Geographical Information (Narrative) (Details) | Nov. 05, 2018 | Sep. 29, 2019segments |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 3 | |
SunStrong Capital Holdings, LLC | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage sold upon deconsolidation | 0.49 | |
Ownership percentage retained upon deconsolidation | 0.51 |
Segment and Geographical Info_4
Segment and Geographical Information (Reconciliation of Other Significant Reconciling Items from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 475,958 | $ 428,263 | $ 1,260,464 | $ 1,269,248 |
Segment gross profit as reviewed by CODM | 48,251 | 9,877 | 30,766 | (289,510) |
Adjusted EBITDA | (12,063) | (108,731) | 5,594 | (718,903) |
SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 277,688 | 263,576 | 667,636 | 780,186 |
SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 198,271 | 164,687 | 592,829 | 489,062 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenue as reviewed by CODM | 627,309 | 568,374 | 1,671,956 | 1,592,226 |
Segment gross profit as reviewed by CODM | 83,552 | 39,483 | 149,150 | 116,871 |
Adjusted EBITDA | 58,607 | 33,759 | 50,238 | 146,922 |
Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenue as reviewed by CODM | 293,478 | 278,991 | 792,544 | 809,526 |
Segment gross profit as reviewed by CODM | 30,473 | 39,022 | 72,460 | 115,202 |
Adjusted EBITDA | 1,463 | 42,691 | (10,106) | 126,822 |
Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenue as reviewed by CODM | 333,831 | 289,383 | 879,412 | 782,700 |
Segment gross profit as reviewed by CODM | 53,079 | 461 | 76,690 | 1,669 |
Adjusted EBITDA | 57,144 | (8,932) | 60,344 | 20,100 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (135,626) | (124,943) | (286,842) | (302,693) |
Segment gross profit as reviewed by CODM | (5,378) | (18,606) | 4,415 | (17,305) |
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 | 135,626 | 124,943 | 286,842 | 302,693 |
North America Residential | Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 194,726 | 174,155 | 535,327 | 499,981 |
North America Residential | Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
North America Commercial | Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 84,019 | 92,982 | 219,928 | 272,666 |
North America Commercial | Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operations and maintenance | Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14,733 | 11,854 | 37,289 | 36,879 |
Operations and maintenance | Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Module Sales | Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Module Sales | Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 191,242 | 117,475 | 571,932 | 374,303 |
Development Services And Legacy Power Plant | Operating Segments | SunPower Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Development Services And Legacy Power Plant | Operating Segments | SunPower Technologies | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 6,963 | $ 46,965 | $ 20,638 | $ 105,704 |
Segment and Geographical Info_5
Segment and Geographical Information (Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 475,958 | $ 428,263 | $ 1,260,464 | $ 1,269,248 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenue as reviewed by CODM | 627,309 | 568,374 | 1,671,956 | 1,592,226 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (135,626) | (124,943) | (286,842) | (302,693) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
8point3 Energy Partners | 0 | 0 | 0 | 8,588 |
Legacy utility and power plant projects | 65 | 361 | 259 | 3,454 |
Legacy sale-leaseback transactions | 0 | (15,529) | 0 | (32,327) |
Service | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1,160) | 0 | 8,978 | 0 |
Service | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (15,790) | $ 0 | $ (124,909) | $ 0 |
Segment and Geographical Info_6
Segment and Geographical Information (Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 48,251 | $ 9,877 | $ 30,766 | $ (289,510) |
Construction revenue on solar services contracts | 475,958 | 428,263 | 1,260,464 | 1,269,248 |
Gain (loss) on sale and impairment of residential lease assets | (36,709) | (170,898) | ||
Stock-based compensation | 18,927 | 20,087 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 83,552 | 39,483 | 149,150 | 116,871 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | (5,378) | (18,606) | 4,415 | (17,305) |
Construction revenue on solar services contracts | (135,626) | (124,943) | (286,842) | (302,693) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
8point3 Energy Partners | 0 | 0 | 0 | 8,588 |
Legacy utility and power plant projects | 65 | 361 | 259 | 3,454 |
Legacy sale-leaseback transactions | 0 | (15,529) | 0 | (32,327) |
Gross Profit | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
8point3 Energy Partners | 0 | 0 | 0 | 8,337 |
Legacy utility and power plant projects | 7 | (162) | (993) | 675 |
Business process improvements | (2,279) | 0 | (2,279) | 0 |
Legacy sale-leaseback transactions | 181 | 2,492 | 4,688 | 5,890 |
Impairment of property, plant and equipment | 511 | 0 | 511 | (355,107) |
Gain (loss) on sale and impairment of residential lease assets | 0 | 4,679 | 757 | 12,684 |
Cost of above-market polysilicon | (23,878) | (14,628) | (99,256) | (49,997) |
Stock-based compensation | (1,522) | (1,239) | (2,823) | (3,760) |
Amortization of intangible assets | (1,783) | (2,142) | (5,352) | (7,077) |
Depreciation of idle equipment | 0 | 0 | 0 | (721) |
Service | ||||
Segment Reporting Information [Line Items] | ||||
Construction revenue on solar services contracts | (1,160) | 0 | 8,978 | 0 |
Service | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Construction revenue on solar services contracts | (15,790) | 0 | (124,909) | 0 |
Service | Gross Profit | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Construction revenue on solar services contracts | $ (1,160) | $ 0 | $ (18,052) | $ 0 |
Segment and Geographical Info_7
Segment and Geographical Information (Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (12,063) | $ (108,731) | $ 5,594 | $ (718,903) |
Mark-to-market gain (loss) on equity investment with readily available fair value | 129,038 | (6,225) | ||
Construction revenue on solar services contracts | 475,958 | 428,263 | 1,260,464 | 1,269,248 |
Loss on sale and impairment of residential lease assets | (36,709) | (170,898) | ||
Stock-based compensation | 18,927 | 20,087 | ||
Restructuring charges | 4,283 | 3,923 | 6,071 | 18,604 |
Non-cash interest expense | 7,468 | 12,133 | ||
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) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 58,607 | 33,759 | 50,238 | 146,922 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
8point3 Energy Partners | 0 | 0 | 0 | 8,588 |
Legacy utility and power plant projects | 65 | 361 | 259 | 3,454 |
Legacy sale-leaseback transactions | 0 | (15,529) | 0 | (32,327) |
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | ||||
Segment Reporting Information [Line Items] | ||||
Loss on sale and impairment of residential lease assets | (5,135) | (29,002) | ||
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
8point3 Energy Partners | 0 | 0 | 0 | 8,485 |
Legacy utility and power plant projects | 7 | (162) | (993) | 675 |
Business process improvements | (2,279) | 0 | (2,279) | 0 |
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 | 0 | 0 | 0 | (369,168) |
Loss on sale and impairment of residential lease assets | (50,735) | (146,234) | ||
Cost of above-market polysilicon | (23,878) | (14,628) | (99,256) | (49,997) |
Stock-based compensation | (6,992) | (6,390) | (18,928) | (21,792) |
Amortization of intangible assets | (1,783) | (2,142) | (5,352) | (7,077) |
Depreciation of idle equipment | 0 | 0 | 0 | (721) |
Gain on business divestiture | 0 | 59,347 | 143,400 | 59,347 |
Transaction-related costs | (976) | (20,869) | (3,571) | (20,869) |
Business reorganization costs | (6,066) | 0 | (12,871) | 0 |
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) |
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (16,638) | (27,017) | (23,992) | (49,271) |
Service | ||||
Segment Reporting Information [Line Items] | ||||
Construction revenue on solar services contracts | (1,160) | 0 | 8,978 | 0 |
Service | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Construction revenue on solar services contracts | $ (15,790) | $ 0 | $ (124,909) | $ 0 |
Segment and Geographical Info_8
Segment and Geographical Information (Revenue from External Customers by Geographic Areas) (Details) - Sales Revenue, Net - Geographic Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 58.00% | 71.00% | 53.00% | 69.00% |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 7.00% | 8.00% | 9.00% | 8.00% |
Rest of World | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 35.00% | 21.00% | 38.00% | 23.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Revolving Credit Facility - Credit Agricole - USD ($) | Oct. 29, 2019 | Oct. 30, 2019 |
Subsequent Event [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 55,000,000 | |
Commitment fee | 0.05% | |
Guaranty fee | 0.25% | |
Fair market value limit on draws | 67.00% | |
Long-term line of credit | $ 0 | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Subsequent Event [Line Items] | ||
Basis spread | 0.25% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Subsequent Event [Line Items] | ||
Basis spread | 0.60% |
Uncategorized Items - spwr09292
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 |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 9,151,000 |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 9,151,000 |