Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATIONIn the third quarter of fiscal 2020, and concurrent with the Spin-Off of the majority of our former SunPower Technologies segment, we reorganized our business into new segments to align our focus on the U.S. downstream DG market and new business model driven by financial offerings, solar energy systems storage, solutions and software services. Previously, we operated under two end-customer segments, comprised of our (i) SunPower Energy Services, and (ii) SunPower Technologies. The SunPower Energy Services segment referred to our downstream business consisting of sales of solar energy solutions to residential and commercial end-customers, and the SunPower Technologies segment referred to global manufacturing and our large-scale solar products and systems and international component sales. Under the new segmentation, Residential, Light Commercial ("RLC") refers to sales of solar energy solutions previously included in the legacy SunPower Energy Services segment, including sales to our third-party dealer network and resellers, storage solutions, cash and loan sales and long-term leases directly to end customers. The Commercial and Industrial Solutions segment ("C&I Solutions") refers to direct sales of turn-key engineering, procurement and construction ("EPC") services, and sales of energy under power purchase agreements ("PPAs"). Certain legacy businesses consisting of worldwide power plant project development and project sales which we are winding down, as well as U.S. manufacturing, are not significant to overall operations, and are deemed non-core to our other businesses and classified as "Others". Certain key cross-functional support functions and responsibilities including corporate strategy, treasury, tax and accounting support and services, among others, continue to be centrally managed within the Corporate function. Each segment is managed by a business general manager that reports to our Chief Executive Officer, as the chief operating decision maker (“CODM”), who reviews our business, manages resource allocations and measures performance of our activities between the RLC, C&I Solutions and Other segments. The CODM further views the business performance of each segment under two key sources of revenue - Dev Co and Power Co. Dev Co refers to our solar origination and installation revenue stream within each segment such as sale of solar power systems with our dealers and resellers network as well as installation and EPC revenues while Power Co refers to our post-system sale recurring services revenues, mainly from, asset management services and O&M services through our SunStrong partnership dealer services for RLC and our commercial dealer network for C&I. The risk profile each of the revenue stream is different and therefore, the segregation of Dev Co and Power Co provides the CODM with appropriate information to review business performance and allocate resources to each segment. Adjustments Made for Segment Purposes Adjustments Based on International Financial Reporting Standards (“IFRS”) 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 U.S. GAAP and IFRS; however, revenue and gross margin will generally be recognized earlier under IFRS. Legacy sale-leaseback transactions We included 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 are 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 U.S. 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 U.S. GAAP, mark-to-market 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 SE. Further, we elected the Fair Value Option (“FVO”) for some of our equity 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 our status as a consolidated subsidiary of Total SE and better reflects our ongoing results. Other Adjustments Intersegment gross margin Our U.S. manufacturing operations that are part of the Others segment manufacture and sell solar modules to both operating segments, RLC and C&I Solutions, 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. Gain/loss on sale and impairment of residential lease assets In fiscal 2018 and 2019, in an effort to sell all the residential lease assets owned by us, we sold membership units representing a 49% membership interest in our residential lease business and retained a 51% membership interest. The loss on divestment, including adjustments to contingent consideration shortly after the closing of the transaction, and the remaining unsold residential lease assets impairment with its corresponding depreciation savings are excluded from our non-GAAP results as they are non-recurring in nature and cash in nature and not reflective of ongoing operating results. Additionally, in the third quarter of fiscal 2019, in continuation with our intention to sell 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. Gain/loss from such activity is excluded from our non-GAAP results as it is non-cash in nature and not reflective of 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. We believe 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. Starting in second quarter of fiscal 2020, we no longer have this non-GAAP measure. 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. Business process improvements During the second quarter of fiscal 2019, we initiated a project to improve our 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 are non-recurring in nature and are not reflective of our ongoing operating results. Gain on business divestiture In 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 the second quarter of fiscal 2020, we sold our Operations and Maintenance services contracts. 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. 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. Although we have engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Litigation We may be involved in various instances of litigation, claims and proceedings that result in payments or recoveries. We exclude gains or losses associated with such events because the gains or losses do not reflect our underlying financial results in the period incurred. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Gain on convertible notes repurchased In connection with the early repurchase of aggregate principal amount of our 0.875% debentures due 2021, we recognized a gain, which represented the difference between the book value of the convertible debentures, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the convertible notes upon repurchase. We believe that it is appropriate to exclude this gain from our non-GAAP results as it is not reflective of our ongoing operating results. Segment and Geographical Information The following tables present segment results for the three months and nine months ended September 27, 2020 and September 29, 2019 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our condensed consolidated results under U.S. GAAP, 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 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 190,480 $ 73,790 $ 2,688 $ 217,112 $ 63,127 $ 8,289 Power Co 7,230 544 75 2,768 397 10,074 Intersegment revenue — — 7,293 — — 15,612 Total segment revenue as reviewed by CODM $ 197,710 $ 74,334 $ 10,056 $ 219,880 $ 63,524 $ 33,975 Segment gross profit as reviewed by CODM $ 34,779 $ 5,120 $ (3,168) $ 28,609 $ 2,072 $ 16,860 Adjusted EBITDA $ 15,521 $ 1,228 $ (3,192) $ 10,508 $ (8,954) $ 35,565 Nine Months Ended September 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 571,237 $ 167,543 $ 2,233 $ 600,263 $ 155,081 $ 22,899 Power Co 18,904 7,721 20,567 6,731 692 29,592 Intersegment revenue — — 32,815 — — 26,237 Total segment revenue as reviewed by CODM $ 590,141 $ 175,264 $ 55,615 $ 606,994 $ 155,773 $ 78,728 Segment gross profit as reviewed by CODM $ 94,501 $ 14,533 $ (18,906) $ 64,428 $ 8,031 $ 5,751 Adjusted EBITDA $ 31,347 $ (1,245) $ (19,279) $ 14,277 $ (27,637) $ 29,864 Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Total segment revenue as reviewed by CODM $ 282,100 $ 317,379 $ 821,020 $ 841,495 Adjustments to segment revenue: Intersegment elimination (7,294) (15,612) (32,816) (26,237) Legacy utility and power plant projects — 65 207 259 Construction revenue on solar services contracts — (15,790) (5,392) (124,909) Condensed consolidated GAAP revenue $ 274,806 $ 286,042 $ 783,019 $ 690,608 Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit (Loss) Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment gross profit $ 36,731 47,541 $ 90,128 $ 78,210 Adjustments to segment gross profit: Intersegment elimination 1,752 939 11,604 19,004 Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) 4,688 Construction revenue on solar services contracts — (1,160) (4,735) (18,052) Gain on sale and impairment of residential lease assets 469 511 1,375 1,268 Stock-based compensation expense (623) (741) (1,653) (1,370) Amortization of intangible assets (1,189) (1,783) (4,757) (5,352) Condensed consolidated GAAP gross profit (loss) $ 37,140 $ 45,495 $ 91,976 $ 77,403 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment adjusted EBITDA $ 13,557 37,119 $ 10,823 16,504 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) (5,755) Construction revenue on solar services contracts — (1,160) (4,735) 8,978 Stock-based compensation expense (4,454) (4,975) (13,387) (13,682) Amortization of intangible assets (1,189) (1,783) (4,759) (5,352) Depreciation and amortization (5,156) (5,373) (12,589) (19,472) Transaction-related costs — (976) (1,863) (3,571) Litigation (395) — (880) — Restructuring charges 97 (4,283) (2,738) (6,071) Loss (gain) on sale and impairment of residential lease assets 83 (5,135) 1,122 (29,002) Gain on business divestiture — — 10,529 143,400 Cash interest expense, net of interest income (6,918) (7,635) (24,102) (25,691) Mark-to-market gain on equity investments 155,431 27,595 274,362 128,095 Gain on convertible notes repurchased 104 — 3,060 — Equity in losses of unconsolidated investees — 960 — 716 Net loss attributable to noncontrolling interests 230 (5,178) (2,512) (33,474) Corporate (4,985) (12,010) (9,261) (17,855) Income before income taxes and equity in loss of unconsolidated investees $ 146,405 $ 17,354 $ 223,084 $ 136,775 |