Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATION Our Residential, Light Commercial ("RLC") segment refers to sales of fully integrated solar, storage and home energy solutions, through a combination of our third-party installing and non-installing dealer network and resellers and our in-house sales team. The Commercial and Industrial Solutions ("C&I Solutions") segment refers to direct sales of turn-key EPC services and sales of energy under power purchase agreements ("PPAs"). Certain legacy businesses consisting of worldwide power plant project development and project sales that 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 Solutions. The risk profile of each 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”) 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 TotalEnergies SE. Further, we elected the 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 TotalEnergies 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 by management's assessment of market-based pricing terms. Such intersegment sales and related costs are eliminated at the corporate level to derive our unaudited condensed consolidated financial results. Gain 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 majority of our residential lease business and retained a 51% membership interest. We record an impairment charge based on the expected fair value for a portion of residential lease assets portfolio that was retained. Any charges or credits on these remaining unsold residential lease assets impairment, as well as corresponding depreciation savings, are excluded from our non-GAAP results as they are not reflective of ongoing operating 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. Gain on business divestitures, net In the second quarter of fiscal 2021, we sold a portion of our residential lease business and certain commercial projects recognizing a gain and a loss, respectively relating to these business divestitures. We believe that it is appropriate to exclude this gain and loss from our segment results as they are 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. Executive transition costs We incur non-recurring charges related to the hiring and transition of new executive officers. We recently appointed a new chief executive officer and chief legal officer, and are investing resources in those executive transitions and in developing new members of management as we complete our restructuring transformation. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Business reorganization costs In connection with the Spin-Off, we incurred, and expect to continue to incur in upcoming quarters, non-recurring charges on third-party legal and consulting expenses, primarily to enable the separation of shared information technology systems and applications. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Restructuring charges 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. Results of operations of legacy business to be exited We excluded the first quarter 2021 results of operations of our Hillsboro, Oregon, facility from our non-GAAP results given that the Hillsboro, Oregon, facility ceased revenue generation in the first fiscal quarter of 2021 and all subsequent activities are focused on the wind-down of operations. As such, they are not reflective of ongoing operating results. Litigation We may be involved in various 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. Segment and Geographical Information The following tables present segment results for the three and six months ended July 4, 2021 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our unaudited 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 July 4, 2021 June 28, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 247,260 $ 44,769 $ 5,374 $ 154,126 $ 47,006 $ (204) Power Co 6,859 3,407 1,254 6,164 3,314 7,261 Intersegment revenue — — — — — 5,643 Total segment revenue as reviewed by CODM $ 254,119 $ 48,176 $ 6,628 $ 160,290 $ 50,320 $ 12,700 Segment gross profit as reviewed by CODM $ 57,210 $ 703 $ 5,280 $ 26,217 $ 10,708 $ (6,283) Adjusted EBITDA $ 27,893 $ (5,568) $ 4,878 $ 6,589 $ 5,402 $ (7,177) Six Months Ended July 4, 2021 June 28, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 478,682 $ 102,890 $ 6,340 $ 380,756 $ 93,754 $ 266 Power Co 13,374 11,549 1,865 11,674 7,177 19,771 Intersegment revenue — — (11) — — 25,522 Total segment revenue as reviewed by CODM $ 492,056 $ 114,439 $ 8,194 $ 392,430 $ 100,931 $ 45,559 Segment gross profit as reviewed by CODM $ 110,131 $ 4,914 $ 5,032 $ 59,722 $ 9,413 $ (15,738) Adjusted EBITDA $ 52,946 $ (4,992) $ 4,264 $ 15,825 $ (2,472) $ (16,086) Reconciliation of Segment Revenue to Unaudited Condensed Consolidated GAAP Revenue Three Months Ended Six Months Ended (In thousands): July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 Total segment revenue as reviewed by CODM $ 308,923 $ 223,310 $ 614,689 $ 538,920 Adjustments to segment revenue: Intersegment elimination — (5,643) 11 (25,522) Legacy utility and power plant projects — — — 207 Construction revenue on solar services contracts — — — (5,392) Results of operations of legacy business to be exited 4 — 625 — Unaudited Condensed consolidated GAAP revenue $ 308,927 $ 217,667 $ 615,325 $ 508,213 Reconciliation of Segment Gross Profit to Unaudited Condensed Consolidated GAAP Gross Profit Three Months Ended Six Months Ended (In thousands): July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 Segment gross profit $ 63,193 $ 30,642 $ 120,077 $ 53,397 Adjustments to segment gross profit: Intersegment elimination 419 (3,193) 868 9,851 Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Gain on sale and impairment of residential lease assets 519 458 1,013 906 Construction revenue on solar services contracts — — — (4,734) Stock-based compensation expense (1,069) (471) (1,956) (1,030) Amortization of intangible assets — (1,784) — (3,568) Results of operations of legacy business to be exited (2,031) — (9,097) — Unaudited Condensed consolidated GAAP gross profit $ 61,031 $ 25,652 $ 110,905 $ 54,836 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Six Months Ended (In thousands): July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 Segment adjusted EBITDA $ 27,203 $ 4,814 $ 52,218 $ (2,733) Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Mark-to-market gain on equity investments 83,746 71,060 39,016 118,931 Gain on sale and impairment of residential lease assets 587 317 5,970 1,039 Construction revenue on solar services contracts — — — (4,734) Stock-based compensation expense (10,037) (3,955) (15,050) (8,933) Amortization of intangible assets — (1,784) — (3,570) Gain on business divestitures, net 224 10,529 224 10,529 Transaction-related costs (225) (1,382) (355) (1,862) Executive transition costs (502) — (502) — Business reorganization costs (904) — (1,858) — Restructuring charges (808) (1,259) (4,574) (2,835) Results of operations of legacy business to be exited (2,031) — (9,097) — Litigation (3,493) — (8,703) (485) Gain on convertible debt repurchased — — — 2,956 Net loss attributable to noncontrolling interests (438) (1,363) (1,551) (2,742) Cash interest expense, net of interest income (7,607) (8,317) (15,521) (17,184) Depreciation and amortization (3,486) (3,933) (6,828) (7,433) Corporate (5,035) (9,094) (10,917) (4,279) Income before income taxes and equity in loss of unconsolidated investees $ 77,194 $ 55,633 $ 22,472 $ 76,679 |