Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATION In 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. Reclassifications of prior period segment information have been made to conform to the current period presentation. One customer accounted for approximately 18% and 10% of total revenue primarily in our Residential, Light Commercial segment for the year ended January 3, 2021 and December 29, 2019, respectively. We did not have customers that accounted for greater than 10% of our total revenue in the years ended December 30, 2018. 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 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 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 the second quarter of fiscal 2020, we no longer had 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 also exclude all expenses pertaining to litigations over businesses that discontinued as a result of spin-off of Maxeon Solar, for which we are indemnifying them. 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 fiscal 2020, 2019, and 2018 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our 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. Fiscal Year Ended January 3, 2021 December 29, 2019 December 30, 2018 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 824,065 $ 241,881 $ 6,527 $ 852,293 $ 211,495 $ 72,018 $ 788,765 $ 263,552 $ 149,510 Power Co 24,008 12,930 20,603 11,560 31,816 40,884 — 49,096 40,237 Intersegment revenue — — 38,444 — — 43,713 — — — Total segment revenue as reviewed by CODM $ 848,073 $ 254,811 $ 65,574 $ 863,853 $ 243,311 $ 156,615 $ 788,765 $ 312,648 $ 189,747 Segment gross profit as reviewed by CODM $ 156,083 $ 28,666 $ (24,206) $ 108,733 $ 7,147 $ 39,569 $ 130,317 $ 17,150 $ (12,480) Adjusted EBITDA $ 67,228 $ 6,640 $ (23,981) $ 37,783 $ (35,095) $ 56,484 $ 169,071 $ (12,427) $ (3,259) Reconciliation of Segment Revenue to Consolidated GAAP Revenue Fiscal Year Ended (In thousands): January 3, 2021 December 29, 2019 December 30, 2018 Total segment revenue as reviewed by CODM $ 1,168,458 $ 1,263,779 $ 1,291,160 Adjustments to segment revenue: Intersegment elimination (38,444) (43,713) — 8point3 Energy Partners — — 8,588 Legacy utility and power plant projects 207 259 4,145 Legacy sale-leaseback transactions — 45 (101,582) Construction revenue on solar services contracts (5,392) (128,144) — Consolidated GAAP revenue $ 1,124,829 $ 1,092,226 $ 1,202,311 Reconciliation of Segment Gross Profit to Consolidated GAAP Gross Profit Fiscal Year Ended (In thousands): January 3, 2021 December 29, 2019 December 30, 2018 Segment gross profit $ 160,543 $ 155,449 $ 134,987 Adjustments to segment gross profit: Intersegment elimination 17,366 32,808 — 8point3 Energy Partners — — 8,337 Legacy utility and power plant projects 34 (993) 1,244 Legacy sale-leaseback transactions (20) 4,763 (242) Impairment of property, plant and equipment (567) — (1,186) Construction revenue on solar services contracts (4,734) (20,018) — Loss on sale and impairment of residential lease assets 1,860 1,703 14,846 Litigation — (709) — Stock-based compensation expense (2,612) (2,390) (2,369) Restructuring charges 12 — — Amortization of intangible assets (4,755) (7,135) (7,120) Consolidated GAAP gross profit $ 167,127 $ 163,478 $ 148,497 Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees Fiscal Year Ended (In thousands): January 3, 2021 December 29, 2019 December 30, 2018 Segment adjusted EBITDA $ 49,887 $ 59,172 $ 153,385 Adjustments to segment adjusted EBITDA: 8point3 — — 8,485 Legacy utility and power plant projects 34 (993) 1,244 Legacy sale-leaseback transactions (20) (5,680) (18,802) Unrealized loss on equity securities 690,818 156,345 (6,375) Impairment of property, plant, and equipment, and equity method investment (567) — (13,682) Construction revenue on solar services contracts (4,734) 7,012 — Loss on sale and impairment of residential lease assets 1,815 (25,636) (227,507) Litigation (4,530) (714) — Stock-based compensation expense (19,554) (19,800) (19,635) Amortization of intangible assets (4,759) (7,135) (7,120) Gain on business divestiture 10,476 143,400 59,347 Acquisition-related and other costs (2,040) (5,294) (17,727) Business reorganization costs (1,537) — — Gain on convertible debt repurchased 2,520 — — Restructuring charges (2,592) (14,110) (5,113) Non-cash interest expense — (3) (68) Equity in losses of unconsolidated investees — 1,716 14,872 Net loss attributable to noncontrolling interests (2,335) (34,037) (106,139) Cash interest expense, net of interest income (32,452) (33,954) (86,394) Depreciation and amortization (16,108) (29,047) (53,768) Corporate (9,753) (234) (41,539) Income (loss) before income taxes and equity in loss of unconsolidated investees $ 654,569 $ 191,008 $ (366,536) |