Cover page
Cover page - shares | 9 Months Ended | |
Oct. 03, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 3, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34166 | |
Entity Registrant Name | SUNPOWER CORP | |
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 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | SPWR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 172,988,218 | |
Amendment Flag | false | |
Entity Central Index Key | 0000867773 | |
Current Fiscal Year End Date | --01-02 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 268,574 | $ 232,765 | |
Restricted cash and cash equivalents, current portion | [1] | 7,438 | 5,518 |
Short-term investments | 310,720 | 0 | |
Accounts receivable, net | [2] | 112,059 | 108,864 |
Contract assets | [2] | 90,235 | 114,506 |
Inventories | 241,425 | 210,582 | |
Advances to suppliers, current portion | 3,501 | 2,814 | |
Project assets - plants and land, current portion | 12,080 | 21,015 | |
Prepaid expenses and other current assets | [2] | 93,381 | 94,251 |
Total current assets | 1,139,413 | 790,315 | |
Restricted cash and cash equivalents, net of current portion | [1] | 4,826 | 8,521 |
Property, plant and equipment, net | 29,751 | 46,766 | |
Operating lease right-of-use assets | 57,978 | 54,070 | |
Solar power systems leased, net | 46,561 | 50,401 | |
Other long-term assets | [2] | 150,205 | 696,409 |
Total assets | 1,428,734 | 1,646,482 | |
Current liabilities: | |||
Accounts payable | [2] | 157,742 | 166,066 |
Accrued liabilities | [2] | 87,298 | 121,915 |
Operating lease liabilities, current portion | 12,609 | 9,736 | |
Contract liabilities, current portion | [2] | 70,515 | 72,424 |
Short-term debt | 66,304 | 97,059 | |
Convertible debt, current portion | [2] | 0 | 62,531 |
Total current liabilities | 394,468 | 529,731 | |
Long-term | 42,082 | 56,447 | |
Convertible debt, net of current portion | [2] | 423,370 | 422,443 |
Operating lease liabilities, net of current portion | 36,099 | 43,608 | |
Contract liabilities, net of current portion | [2] | 28,241 | 30,170 |
Other long-term liabilities | [2] | 137,469 | 157,597 |
Total liabilities | 1,061,729 | 1,239,996 | |
Commitments and contingencies (Note 8) | |||
Equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of October 3, 2021 and January 3, 2021 | 0 | 0 | |
Common stock, $0.001 par value, 367,500 shares authorized; 186,226 shares issued, and 172,915 shares outstanding as of October 3, 2021; 183,442 shares issued, and 170,428 shares outstanding as of January 3, 2021 | 172 | 170 | |
Additional paid-in capital | 2,711,769 | 2,685,920 | |
Accumulated deficit | (2,142,408) | (2,085,246) | |
Accumulated other comprehensive income | 9,375 | 8,799 | |
Treasury stock, at cost: 13,311 shares of common stock as of October 3, 2021; 13,014 shares of common stock as of January 3, 2021 | (212,740) | (205,476) | |
Total stockholders' equity | 366,168 | 404,167 | |
Noncontrolling interests in subsidiaries | 837 | 2,319 | |
Total equity | 367,005 | 406,486 | |
Total liabilities and equity | $ 1,428,734 | $ 1,646,482 | |
[1] | Amounts included in the "Restricted cash and cash equivalents, current portion" and "Restricted cash and cash equivalents, net of current portion" financial statement line items on our unaudited condensed consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects' related cash transactions | ||
[2] | We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (" |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Oct. 03, 2021 | Jan. 03, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (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 (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) | 186,226,000 | 183,442,000 |
Common stock shares outstanding (in shares) | 172,915,000 | 170,428,000 |
Common stock shares held as treasury stock (in shares) | 13,311,000 | 13,014,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | ||
Revenues: | |||||
Revenue | $ 323,636 | $ 274,806 | $ 938,961 | $ 783,019 | |
Cost of revenues: | |||||
Cost of Revenue | 263,986 | 237,666 | 768,406 | 691,043 | |
Gross profit | 59,650 | 37,140 | 170,555 | 91,976 | |
Operating expenses: | |||||
Research and development | [1] | 2,979 | 5,344 | 12,705 | 19,106 |
Sales, general, and administrative | 51,169 | 35,462 | 155,643 | 112,193 | |
Restructuring (credits) charges | (230) | (97) | 4,344 | 2,738 | |
(Gain) loss on sale and impairment of residential lease assets | 0 | 386 | (294) | 253 | |
(Gain) loss on business divestitures, net | 0 | 0 | (224) | (10,458) | |
Income from transition services agreement, net | [1] | (468) | (1,889) | (5,211) | (1,889) |
Total operating expenses | 53,450 | 39,206 | 166,963 | 121,943 | |
Operating income (loss) | 6,200 | (2,066) | 3,592 | (29,967) | |
Other income (expense), net: | |||||
Interest income | 83 | 104 | 249 | 682 | |
Interest expense | [1] | (6,710) | (7,090) | (22,396) | (24,731) |
Other, net | (86,074) | 155,457 | (45,474) | 277,100 | |
Other income (expense), net | (92,701) | 148,471 | (67,621) | 253,051 | |
(Loss) income from continuing operations before income taxes and equity in earnings of unconsolidated investees | (86,501) | 146,405 | (64,029) | 223,084 | |
Benefits from (provision for) income taxes | 2,194 | (36,725) | 4,993 | (38,716) | |
Net (loss) income from continuing operations | (84,307) | 109,680 | (59,036) | 184,368 | |
(Loss) income from discontinued operations before income taxes and equity in losses of unconsolidated investees | 0 | (70,761) | 0 | (125,599) | |
Benefits from (provision for) income taxes from discontinued operations | 0 | 6,137 | 0 | 3,191 | |
Equity in earnings (losses) of unconsolidated investees | 0 | 58 | 0 | (586) | |
Net (loss) income from discontinued operations, net of taxes | 0 | (64,566) | 0 | (122,994) | |
Net (loss) income | (84,307) | 45,114 | (59,036) | 61,374 | |
Net (income) loss from continuing operations attributable to noncontrolling interests | (69) | (230) | 1,482 | 2,512 | |
Net (income) loss from discontinued operations attributable to noncontrolling interests | 0 | (258) | 0 | (1,313) | |
Net (income) loss attributable to noncontrolling interests | (69) | (488) | 1,482 | 1,199 | |
Net (loss) income from continuing operations attributable to stockholders | (84,376) | 109,450 | (57,554) | 186,880 | |
Net (loss) income from discontinued operations attributable to stockholders | 0 | (64,824) | 0 | (124,307) | |
Net (loss) income | $ (84,376) | $ 44,626 | $ (57,554) | $ 62,573 | |
Net (loss) income per share attributable to stockholders - basic: | |||||
Continuing operations (in dollars per share) | $ (0.49) | $ 0.64 | $ (0.33) | $ 1.10 | |
Discontinued operations (in dollars per share) | 0 | (0.38) | 0 | (0.73) | |
Net (loss) income per share – basic | (0.49) | 0.26 | (0.33) | 0.37 | |
Net (loss) income per share attributable to stockholders - diluted: | |||||
Continuing operations (in dollars per share) | (0.49) | 0.57 | (0.33) | 0.99 | |
Discontinued operations (in dollars per share) | 0 | (0.33) | 0 | (0.62) | |
Net (loss) income per share - diluted (in dollars per share) | $ (0.49) | $ 0.24 | $ (0.33) | $ 0.37 | |
Weighted-average shares: | |||||
Basic (in shares) | 172,885 | 170,113 | 172,242 | 169,646 | |
Diluted (in shares) | 172,885 | 198,526 | 172,242 | 200,124 | |
Solar power systems, components, and other | |||||
Revenues: | |||||
Revenue | [1] | $ 318,607 | $ 267,619 | $ 923,252 | $ 765,316 |
Cost of revenues: | |||||
Cost of Revenue | [1] | 260,251 | 233,144 | 760,408 | 681,649 |
Residential leasing | |||||
Revenues: | |||||
Revenue | 1,291 | 1,284 | 3,765 | 3,937 | |
Cost of revenues: | |||||
Cost of Revenue | 935 | 1,209 | 2,214 | 3,722 | |
Solar services | |||||
Revenues: | |||||
Revenue | 3,738 | 5,903 | 11,944 | 13,766 | |
Cost of revenues: | |||||
Cost of Revenue | $ 2,800 | $ 3,313 | $ 5,784 | $ 5,672 | |
[1] | We have related-party transactions with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party transactions are recorded within the "revenues: solar power systems, components, and other," "cost of revenues: solar power systems, components, and other," "operating expenses: research and development," "operating expenses: sales, general, and administrative," "operating expenses: income from transition services agreement, net," and "other income (expense), net: interest expense," financial statement line items in our unaudited condensed consolidated statements of operations (see Note 2, Note 9, and Note 11). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (84,307) | $ 45,114 | $ (59,036) | $ 61,374 |
Components of other comprehensive (loss) income: | ||||
Translation adjustment | (14) | 2,619 | (10) | 2,753 |
Net change in derivatives | 0 | (1,602) | 570 | (2,540) |
Net gain (loss) on long-term pension liability obligation | 0 | 16 | 0 | (33) |
(Provision for) benefits from income taxes | 0 | (5) | 16 | (5) |
Total other comprehensive (loss) income | (14) | 1,028 | 576 | 175 |
Total comprehensive (loss) income | (84,321) | 46,142 | (58,460) | 61,549 |
Comprehensive (loss) income attributable to noncontrolling interests | (69) | (488) | 1,482 | 1,199 |
Comprehensive (loss) income attributable to stockholders | $ (84,390) | $ 45,654 | $ (56,978) | $ 62,748 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Stockholders’ Equity (Deficit) | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests in Subsidiaries | ||
Stockholders' equity, beginning of period (in shares) at Dec. 29, 2019 | 168,121,000 | |||||||||
Stockholders' equity, beginning of period at Dec. 29, 2019 | $ 21,499 | $ 10,163 | $ 168 | $ 2,661,819 | $ (192,633) | $ (9,512) | $ (2,449,679) | $ 11,336 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (2,138) | (1,431) | (1,431) | (707) | ||||||
Other comprehensive income (loss) | 723 | 723 | 723 | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,452,000 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | |||||||
Stock-based compensation expense | 6,885 | 6,885 | 6,885 | |||||||
Purchases of treasury stock (in shares) | (818,000) | |||||||||
Purchases of treasury stock | (6,911) | (6,911) | $ (1) | (6,910) | ||||||
Stockholders' equity, end of period (in shares) at Mar. 29, 2020 | 169,755,000 | |||||||||
Stockholders' equity, end of period at Mar. 29, 2020 | 20,061 | 9,432 | $ 170 | 2,668,704 | (199,543) | (8,789) | (2,451,110) | 10,629 | ||
Stockholders' equity, beginning of period (in shares) at Dec. 29, 2019 | 168,121,000 | |||||||||
Stockholders' equity, beginning of period at Dec. 29, 2019 | 21,499 | 10,163 | $ 168 | 2,661,819 | (192,633) | (9,512) | (2,449,679) | 11,336 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive income (loss) | 175 | |||||||||
Stockholders' equity, end of period (in shares) at Sep. 27, 2020 | 170,139,000 | |||||||||
Stockholders' equity, end of period at Sep. 27, 2020 | (7,066) | (10,299) | $ 170 | 2,679,960 | (201,090) | 8,070 | (2,497,409) | 3,233 | ||
Stockholders' equity, beginning of period (in shares) at Mar. 29, 2020 | 169,755,000 | |||||||||
Stockholders' equity, beginning of period at Mar. 29, 2020 | 20,061 | 9,432 | $ 170 | 2,668,704 | (199,543) | (8,789) | (2,451,110) | 10,629 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 18,398 | 19,378 | 19,378 | (980) | ||||||
Other comprehensive income (loss) | (1,576) | (1,576) | (1,576) | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 533,000 | |||||||||
Stock-based compensation expense | 5,675 | 5,675 | 5,675 | |||||||
Purchases of treasury stock (in shares) | (229,000) | |||||||||
Purchases of treasury stock | (1,253) | (1,253) | (1,253) | |||||||
Stockholders' equity, end of period (in shares) at Jun. 28, 2020 | 170,059,000 | |||||||||
Stockholders' equity, end of period at Jun. 28, 2020 | 41,305 | 31,656 | $ 170 | 2,674,379 | (200,796) | (10,365) | (2,431,732) | 9,649 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 45,114 | 44,626 | 44,626 | 488 | ||||||
Other comprehensive income (loss) | 1,028 | 1,028 | 1,028 | |||||||
Distributions to non-controlling interest | (302) | (302) | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 111,000 | |||||||||
Stock-based compensation expense | 5,581 | 5,581 | 5,581 | |||||||
Purchases of treasury stock (in shares) | (31,000) | |||||||||
Purchases of treasury stock | (294) | (294) | (294) | |||||||
Issuance of Maxeon Solar green convertible notes | 53,040 | 53,040 | 53,040 | |||||||
Contributions to non-controlling interest | 22 | 22 | ||||||||
Impact of Maxeon Solar Spin-Off | (152,560) | (145,936) | (53,040) | 17,407 | (110,303) | (6,624) | ||||
Stockholders' equity, end of period (in shares) at Sep. 27, 2020 | 170,139,000 | |||||||||
Stockholders' equity, end of period at Sep. 27, 2020 | $ (7,066) | (10,299) | $ 170 | 2,679,960 | (201,090) | 8,070 | (2,497,409) | 3,233 | ||
Stockholders' equity, beginning of period (in shares) at Jan. 03, 2021 | 170,428,000 | 170,428,000 | ||||||||
Stockholders' equity, beginning of period at Jan. 03, 2021 | $ 406,486 | 404,167 | $ 170 | 2,685,920 | (205,476) | 8,799 | (2,085,246) | 2,319 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (49,498) | (48,385) | (48,385) | (1,113) | ||||||
Other comprehensive income (loss) | 98 | 98 | 98 | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,908,000 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | |||||||
Stock-based compensation expense | [1] | 5,437 | 5,437 | 5,437 | ||||||
Bond/debentures conversion (in shares) | 4,000 | |||||||||
Bond/debentures conversion | 155 | 155 | 155 | |||||||
Purchases of treasury stock (in shares) | (76,000) | |||||||||
Purchases of treasury stock | (2,120) | (2,120) | (2,120) | |||||||
Other adjustments | 303 | 303 | (89) | 392 | ||||||
Stockholders' equity, end of period (in shares) at Apr. 04, 2021 | 172,264,000 | |||||||||
Stockholders' equity, end of period at Apr. 04, 2021 | $ 360,863 | 359,657 | $ 172 | 2,691,423 | (207,596) | 8,897 | (2,133,239) | 1,206 | ||
Stockholders' equity, beginning of period (in shares) at Jan. 03, 2021 | 170,428,000 | 170,428,000 | ||||||||
Stockholders' equity, beginning of period at Jan. 03, 2021 | $ 406,486 | 404,167 | $ 170 | 2,685,920 | (205,476) | 8,799 | (2,085,246) | 2,319 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive income (loss) | $ 576 | |||||||||
Stockholders' equity, end of period (in shares) at Oct. 03, 2021 | 172,915,000 | 172,915,000 | ||||||||
Stockholders' equity, end of period at Oct. 03, 2021 | $ 367,005 | 366,168 | $ 172 | 2,711,769 | (212,740) | 9,375 | (2,142,408) | 837 | ||
Stockholders' equity, beginning of period (in shares) at Apr. 04, 2021 | 172,264,000 | |||||||||
Stockholders' equity, beginning of period at Apr. 04, 2021 | 360,863 | 359,657 | $ 172 | 2,691,423 | (207,596) | 8,897 | (2,133,239) | 1,206 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 74,769 | 75,207 | 75,207 | (438) | ||||||
Other comprehensive income (loss) | 492 | 492 | 492 | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 664,000 | |||||||||
Issuance of common stock to executive (in shares) | [2] | 101,000 | ||||||||
Issuance of common stock to executive | [2] | 2,999 | 2,999 | 2,999 | ||||||
Stock-based compensation expense | [1] | 9,225 | 9,225 | 9,225 | ||||||
Purchases of treasury stock (in shares) | (187,000) | |||||||||
Purchases of treasury stock | (4,310) | (4,310) | (4,310) | |||||||
Other adjustments | (25) | (25) | (25) | |||||||
Stockholders' equity, end of period (in shares) at Jul. 04, 2021 | 172,842,000 | |||||||||
Stockholders' equity, end of period at Jul. 04, 2021 | 444,013 | 443,245 | $ 172 | 2,703,647 | (211,931) | 9,389 | (2,058,032) | 768 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (84,307) | (84,376) | (84,376) | 69 | ||||||
Other comprehensive income (loss) | (14) | (14) | (14) | |||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 107,000 | |||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | |||||||||
Stock-based compensation expense | 4,725 | [1] | 4,725 | 4,725 | ||||||
Purchases of treasury stock (in shares) | (34,000) | |||||||||
Purchases of treasury stock | (809) | (809) | (809) | |||||||
Income taxes3 | [3] | $ 3,397 | 3,397 | 3,397 | ||||||
Stockholders' equity, end of period (in shares) at Oct. 03, 2021 | 172,915,000 | 172,915,000 | ||||||||
Stockholders' equity, end of period at Oct. 03, 2021 | $ 367,005 | $ 366,168 | $ 172 | $ 2,711,769 | $ (212,740) | $ 9,375 | $ (2,142,408) | $ 837 | ||
[1] | Stock-based compensation expense includes a recharge to Maxeon Solar of $0.4 million for the nine months ended October 3, 2021, under the collaboration agreement (see Note 11. Related-Party Transactions). There was no recharge to Maxeon Solar in the three months ended October 3, 2021. | |||||||||
[2] | Refer to Note 11. Related-Party Transactions for details. | |||||||||
[3] | Relates to a reduction of income tax liability resulting from utilization of carryover R&D credits on book to tax difference on interest on convertible debt. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 03, 2021 | Oct. 03, 2021 | ||
Stock-based compensation expense | [1] | $ (4,725,000) | |
Maxeon Solar | |||
Stock-based compensation expense | $ 0 | $ (400,000) | |
[1] | Stock-based compensation expense includes a recharge to Maxeon Solar of $0.4 million for the nine months ended October 3, 2021, under the collaboration agreement (see Note 11. Related-Party Transactions). There was no recharge to Maxeon Solar in the three months ended October 3, 2021. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | |||
Cash flows from operating activities: | ||||
Net (loss) income | $ (59,036) | $ 61,374 | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Depreciation and amortization | 7,498 | 45,737 | ||
Stock-based compensation | 19,776 | 18,788 | ||
Non-cash interest expense | 4,095 | 5,495 | ||
Equity in losses (earnings) of unconsolidated investees | 0 | 586 | ||
Loss (gain) on equity investments | 47,238 | (275,645) | ||
(Gain) loss on retirement of convertible debt | 0 | (3,060) | ||
(Gain) loss on sale of investments | (1,162) | 0 | ||
(Gain) loss on business divestitures, net | (224) | (10,458) | ||
Deferred income taxes | (4,109) | 1,639 | ||
Other, net | (6,335) | 1,813 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,450) | 113,029 | ||
Contract assets | 28,687 | (22,771) | ||
Inventories | (3,758) | (12,107) | ||
Project assets | 2,817 | (11,202) | ||
Prepaid expenses and other assets | (10,915) | (4,324) | ||
Operating lease right-of-use assets | 8,709 | 9,898 | ||
Advances to suppliers | (687) | 16,296 | ||
Accounts payable and other accrued liabilities | (56,245) | (75,141) | ||
Contract liabilities | (3,507) | (53,818) | ||
Operating lease liabilities | (10,457) | (8,642) | ||
Net cash used in operating activities | (42,065) | (202,513) | ||
Cash flows from investing activities: | ||||
Purchases of property, plant, and equipment | (3,934) | (13,174) | ||
Investments in software development costs | (2,468) | 0 | ||
Proceeds from sale of property, plant, and equipment | 900 | 0 | ||
Cash paid for solar power systems | (635) | (5,394) | ||
Purchases of marketable securities | 0 | (1,338) | ||
Proceeds from maturities of marketable securities | 0 | 6,588 | ||
Cash outflow upon Maxeon Solar Spin-Off, net of proceeds | 0 | (140,132) | ||
Cash received from sale of investments | 1,200 | 0 | ||
Proceeds from business divestitures, net of de-consolidated cash | 10,516 | 15,418 | ||
Proceeds from sale of equity investment | 177,780 | 119,439 | ||
Proceeds from return of capital from equity investments | 2,276 | 7,724 | ||
Net cash provided by (used in) investing activities | 185,635 | (10,869) | ||
Cash flows from financing activities: | ||||
Proceeds from bank loans and other debt | 123,669 | 183,731 | ||
Repayment of bank loans and other debt | (156,386) | (183,070) | ||
Proceeds from issuance of non-recourse residential and commercial financing, net of issuance costs | 0 | 13,434 | ||
Repayment of non-recourse residential and commercial financing debt | (9,798) | (7,231) | ||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 0 | 22 | ||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 0 | (302) | ||
Repayment of convertible debt | (62,757) | (95,178) | ||
Proceeds from issuance of Maxeon Solar green convertible debt | 0 | 200,000 | ||
Receipt of contingent asset of a prior business combination | 0 | 2,245 | ||
Issuance of common stock to executive | 2,998 | 0 | ||
Equity offering costs paid | 0 | (928) | ||
Purchases of stock for tax withholding obligations on vested restricted stock | (7,262) | (8,455) | ||
Net cash (used in) provided by financing activities | (109,536) | 104,268 | ||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 222 | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 34,034 | (108,892) | ||
Cash, cash equivalents, and restricted cash, Beginning of period | 246,804 | 458,657 | ||
Cash, cash equivalents, and restricted cash, End of period | 280,838 | 349,765 | ||
Reconciliation of cash, cash equivalents, and restricted cash to the unaudited condensed consolidated balance sheets: | ||||
Cash and cash equivalents | 268,574 | 324,741 | ||
Restricted cash and cash equivalents, current portion | 7,438 | [1] | 16,605 | |
Restricted cash and cash equivalents, net of current portion | 4,826 | [1] | 8,419 | |
Total cash, cash equivalents, and restricted cash | 280,838 | 349,765 | ||
Supplemental disclosure of cash flow information: | ||||
Costs of solar power systems funded by liabilities | 0 | 598 | ||
Property, plant and equipment acquisitions funded by liabilities | 2,530 | 36 | ||
Right-of-use assets obtained in exchange for lease obligations | 15,957 | 21,786 | ||
Deconsolidation of right-of-use assets and lease obligations | 3,340 | 0 | ||
Debt repaid in sale of commercial projects | [2] | 5,585 | 0 | |
Assumption of liabilities in connection with business divestitures | 0 | 9,056 | ||
Holdbacks in connection with business divestitures | 0 | 7,199 | ||
Cash paid for interest | 23,734 | 27,587 | ||
Cash paid for income taxes | $ 20,316 | $ 17,181 | ||
[1] | Amounts included in the "Restricted cash and cash equivalents, current portion" and "Restricted cash and cash equivalents, net of current portion" financial statement line items on our unaudited condensed consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects' related cash transactions | |||
[2] | Refer to Note 5. Business Divestitures for more details. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 03, 2021 | |
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," the “Company,” "we," "us," or "our") is a leading solar technology and energy services provider that offers fully integrated solar, storage and home energy solutions to customers primarily in the United States and Canada through an array of hardware, software, and financing options and "Smart Energy" solutions. Our Smart Energy initiative is designed to add layers of intelligent control to homes, buildings, and grids—all personalized through easy-to-use customer interfaces. We are a leader in the U.S. Distributed Generation (“DG”) storage and energy services market, providing customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners, businesses, governments, schools, and utilities through multiple offerings. Our sales channels include a strong network of both installing and non-installing dealers and resellers that operate in both residential and commercial markets as well as a group of talented and driven in-house sales teams within each segment engaged in direct sales to end customers. SunPower is a majority-owned subsidiary of TotalEnergies Solar INTL SAS ("Total," formerly Total Solar International SAS) and Total Gaz Electricité Holdings France SAS (“Total Gaz”), each a subsidiary of TotalEnergies SE (“TotalEnergies SE,” formerly Total SE) (see “Note 2 . Transactions with Total and TotalEnergies SE ). On August 26, 2020, we completed the spin-off (the “Spin-Off”) of Maxeon Solar, a Singapore public company limited by shares, consisting of certain non-U.S. operations and assets of our former SunPower Technologies business unit. As a result of the Spin-Off, we no longer consolidate Maxeon Solar within our financial results of continuing operations. For all periods prior to the Spin-Off, the financial results of Maxeon Solar are presented as net earnings from discontinued operations on the condensed consolidated statements of operations. Liquidity We believe that our total cash and cash equivalents will be sufficient to meet our obligations over the next 12 months from the date of issuance of these financial statements. In addition, we have historically been successful in generating liquidity by divesting certain investments, such as our shares of Enphase Energy Inc. ("Enphase") common stock, as well as non-core assets; securing other sources of financing, such as accessing the capital markets; and implementing other cost reduction initiatives such as restructuring, to address our liquidity needs. Although we have historically been able to generate liquidity, we cannot assure that we will be able to continue to do so. Basis of Presentation and Preparation Principles of Consolidation The accompanying unaudited condensed consolidated financial statements 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 in 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 January 3, 2021 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2021, as filed with the Securities and Exchange Commission ("SEC") on February 22, 2021, but does not include all disclosures required by U.S. GAAP. The unaudited 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 January 3, 2021. The operating results for the three and nine months ended October 3, 2021 are not necessarily indicative of the results that may be expected for fiscal year 2021, or for any other future period. 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. The current fiscal year, fiscal 2021, is a 52-week fiscal year, while fiscal year 2020 was a 53-week fiscal year. The third quarter of fiscal 2021 ended on October 3, 2021, while the third quarter of fiscal 2020 ended on September 27, 2020. Management Estimates The preparation of the unaudited 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 unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in these unaudited condensed consolidated financial statements include revenue recognition, specifically nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations, and variable consideration; credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; fair value of investments, including equity investments for which we apply the fair value option and other financial instruments; valuation of contingencies such as warranty and litigation; 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 Refer to our Annual Report on Form 10-K for the fiscal year ended January 3, 2021 for the full list of our significant accounting policies. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted the ASU during the first quarter of fiscal 2021. The adoption did not have a material impact on our consolidated financial statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . The ASU is an update to ASU 2020-04 issued by the FASB in March 2020 and is intended to clarify the scope of ASC 848 to include derivatives that are affected by a change in the interest rate used for margining, discounting, or contract price alignment that do not also reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. This guidance was effective immediately upon issuance on January 7, 2021. We adopted the ASU during the first quarter of fiscal 2021. The adoption did not have any impact on our consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We are currently evaluating the impacts of the provisions of ASU 2020-06 on our financial statements and disclosures. |
Transactions With Total and Tot
Transactions With Total and Total Energies SE | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Transactions With Total and Total Energies SE | TRANSACTIONS WITH TOTAL AND TOTALENERGIES SE 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, 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 October 3, 2021, ownership of our outstanding common stock by TotalEnergies SE and its affiliates was approximat ely 51%. Subsequent to the Spin-Off, Total received a pro rata distribution of ordinary shares of Maxeon Solar, and its percentage ownership of shares in SunPower did not change. Supply Agreements In December 2019, we sold our membership interests in certain project companies that hold commercial solar power plant projects to Total Strong, LLC, a joint venture between Total and Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”) . During the three and nine months ended October 3, 2021, we recognized revenue of $11.3 million and $48.7 million, respectively, and revenue of $34.3 million and $65.7 million, during the three and nine months ended September 27, 2020, respectively, for sales to this joint venture. Sales were due to the continued recognition of engineering, procurement and construction ("EPC") revenue during the quarter, which is included within "Solar power systems, components, and other" on our consolidated statements of operations. Affiliation Agreement In April 2011, we and Total 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, TotalEnergies SE, 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 our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of TotalEnergies SE. 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 "Board"). 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 restrictions with respect to our and our Board's ability 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. On April 19, 2021, we entered into an amendment to the Affiliation Agreement with Total (the “April Affiliation Agreement Amendment”). The April Affiliation Agreement Amendment provides that our Board will include 11 members, composed of our president and chief executive officer, our immediate past chief executive officer, ("Mr. Werner"), six directors designated by Total, and three non-Total-designated directors. If the ownership of our voting securities by Total, together with the controlled subsidiaries of TotalEner gies SE, declines below certain thresholds, the number of members of the Board that Total is entitled to designate will be reduced as set forth in the Affiliation Agreement. Pursuant to the April Affiliation Agreement Amendment, Mr. Werner resigned from his position as a member of the Board on November 1, 2021. On October 29, 2021, we entered into a further amendment to the Affiliation Agreement (the “October Affiliation Agreement Amendment”), which provides that our Board will re main at 11 members until March 31, 2022 and allows for the appointment of one additional independent director to fill the vacancy created by Mr. Werner’s resignation from the Board. The October Affiliation Agreement Amendment further provides that, after March 31, 2022, the Board will revert to nine members, at which time one independent director and one Total designee will resign from the Board. Cooperation Agreement In December 2020, we entered into a Strategic Cooperation Framework Agreement (the "Cooperation Agreement") with Total that governs the ongoing relationship between us and Total with respect to development and sale of certain future commercial solar power projects. The Cooperation Agreement lays the foundation for the potential to jointly develop certain projects and allows us and Total to expand investments in solar power projects to provide for future opportunities and investment volume. Among other things, the Cooperation Agreement provides for: • our obligation to offer and ability to sell certain projects to Total at pre-agreed model metrics; • our ability to obtain non-recourse financing of construction costs; • our ability to obtain financing of development costs as various milestones in the project development cycle are achieved; • exclusivity over our offering of various post-sale services for projects sold to Total or its affiliates; and • our right to offer EPC services on certain downstream generation projects being developed by Total. The Cooperation Agreement remains in effect until December 31, 2023, unless otherwise terminated. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due June 1, 2021. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. Interest was payable semi-annually, beginning on December 1, 2014. The 0.875% debentures due 2021 were convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 0.875% debentures due 2021 was 20.5071 shares of common stock per $1,000 principal amount of 0.875% senior convertible debentures (which was equivalent to an initial conversion price of approximately $48.76 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 25.1388 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $39.78 per share). During the fiscal year ended January 3, 2021, we purchased $337.4 million of aggregated principal amount of the 0.875% debentures due 2021, including $250.0 million of principal amount representing the entire amount held by Total. In June 2021, we repaid the remaining outstanding principal amount of $62.5 million, none of which was held by Total. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 was acquired by Total. Interest is payable semi-annually, beginning on July 15, 2016. The 4.00% debentures due 2023 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 4.00% debentures due 2023 was 32.7568 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $30.53 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate adjusted to 40.1552 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $24.90 per share), which provides Total the right to acquire up to 4,015,515 shares of our common stock. Notice of the conversion rate adjustment was delivered to Wells Fargo Bank, National Association, the trustee, in accordance with the terms of the indenture governing the 4.00% debentures due 2023. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. Joint Solar Projects with Total and Its Affiliates We enter into various EPC and operations and maintenance ("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 October 3, 2021, we had $47.6 million of "Contract assets," $1.8 million of "Contract liabilities" and $0.3 million of "Accounts receivable, net" on our unaudited condensed consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. Related-Party Transactions with Total and Its Affiliates: The following are balances and transactions entered into with Total and its affiliates. As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 289 $ 76 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenue: Solar power systems, components, and other $ 11,275 $ 34,465 $ 48,652 $ 98,244 Cost of revenue: Solar power systems, components, and other 11,945 26,177 43,762 70,501 Other income: Gain on early retirement of convertible debt — 104 — 1,954 Interest expense: Guarantee fees incurred under the Credit Support Agreement — — — 13 Interest expense incurred on the 0.875% debentures due 2021 — 384 — 1,216 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 In connection with the Spin-Off, we entered into certain agreements with Maxeon Solar, including a transition services agreement, supply agreement, and collaboration agreement. The below table summarizes our transactions with Maxeon Solar for the three and nine months ended October 3, 2021: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 October 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 61,967 $ 167,313 Research and development expenses reimbursement received $ 7,736 $ 25,759 Income from transition services agreement, net $ 468 $ 5,211 The Company had the following balances related to transactions with Maxeon Solar as of October 3, 2021: As of (In thousands) October 3, 2021 Prepaid and other current assets $ 2,265 Accrued liabilities $ 7,838 Accounts payable $ 29,906 Other long-term liabilities $ 1,458 Refer to Note 2. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 9. Equity Investments for related-party transactions with SunStrong and SunStrong Partners. CEO Stock Purchase In connection with his commencement of employment with the Company on April 19, 2021, Peter Faricy, SunPower Corporation’s chief executive officer, was granted the right to purchase up to $3.0 million in shares of SunPower’s common stock based on the closing trading price on the date of purchase. For each share of common stock purchased within the 12-month period commencing on April 19, 2021, SunPower agreed to grant to Mr. Faricy one restricted stock unit (the “Matching RSUs”). The Matching RSUs vest in equal installments on each of the first two anniversaries of the last day of the calendar quarter in which Mr. Faricy purchases the related common stock. On April 26, 2021, Mr. Faricy purchased 101,730 shares of common stock for an aggregate of $3.0 million and SunPower issued the equivalent Matching RSUs . |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Oct. 03, 2021 | |
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 October 3, 2021 and September 27, 2020 along with the reportable segment for each category: Three Months Ended (In thousands) October 3, 2021 September 27, 2020 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services $ 276,606 $ 36,956 $ 980 $ 314,542 $ 191,016 $ 73,840 $ 2,688 $ 267,544 Operations and maintenance — 3,368 697 4,065 — — 75 75 Residential leasing 1,291 — — 1,291 1,284 — — 1,284 Solar services 3,738 — — 3,738 5,485 418 — 5,903 Total revenues $ 281,635 $ 40,324 $ 1,677 $ 323,636 $ 197,785 $ 74,258 $ 2,763 $ 274,806 Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services $ 757,983 $ 145,986 $ 7,945 $ 911,914 $ 568,303 $ 170,403 $ 3,147 $ 741,853 Operations and maintenance — 8,776 2,562 11,338 — 3,619 19,844 23,463 Residential leasing 3,765 — — 3,765 3,937 — — 3,937 Solar services 11,944 — — 11,944 12,524 1,242 — 13,766 Total revenues $ 773,692 $ 154,762 $ 10,507 $ 938,961 $ 584,764 $ 175,264 $ 22,991 $ 783,019 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 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. For contracts in which we sell membership interests in certain project companies, we recognize revenue for the initial development and other solar assets at the point that control transfers to the customer, and we recognize continuing EPC revenue for work provided to the joint venture over time as work is performed. Our arrangements may contain clauses such as liquidated damages for delays or early performance bonuses, 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. 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 sales of systems 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 estimates may have a material effect in our 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 October 3, 2021 and September 27, 2020 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 revenues and or costs of at least $1.0 million, calculated on a quarterly basis 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Increase in revenue from net changes in transaction prices $ — $ 1,142 $ 2,131 $ 834 Decrease in revenue from net changes in input cost estimates — (1,041) (2,084) (1,092) Net increase (decrease) in revenue from net changes in estimates $ — $ 101 $ 47 $ (258) Number of projects — 2 3 4 Net change in estimate as a percentage of aggregate revenue for associated projects — % 0.3 % 0.6 % (0.2) % 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 4. Balance Sheet Components for further details. Total contract assets and contract liabilities balances as of the respective dates are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Contract assets $ 94,115 $ 122,802 Contract liabilities 98,756 102,594 During the three months ended October 3, 2021, the decrease in contract assets of $4.2 million was primarily driven by billings for commercial projects where certain milestones had been reached. During the nine months ended October 3, 2021, decrease of $28.7 million was primarily driven by a settlement for milestone achievement for one legacy power plant project, as well as a collection of variable consideration on a power plant development project sold in prior years. During the three and nine months ended September 27, 2020, the increase in contract assets of $5.7 million and $4.5 million, respectively, was primarily driven by billings for commercial projects where certain milestones had not yet been reached, but criteria for revenue recognition has been met. During the three months ended October 3, 2021, the increase in contract liabilities of $5.0 million was primarily due to an increased volume of invoiced contracts waiting for revenue recognition. During the nine months ended October 3, 2021, decrease of $3.8 million was due to the attainment of milestones billings for various projects. During the three and nine months ended September 27, 2020, the decrease in contract liabilities of $2.0 million and $6.7 million, respectively, was primarily due to the utilization of customer advances. During the three and nine months ended October 3, 2021, we recognized revenue of $32.0 million and $43.7 million, respectively, that was included in contract liabilities as of July 4, 2021 and January 3, 2021, respectively. During the three and nine months ended September 27, 2020, we recognized revenue of $26.9 million and $78.4 million, respectively, that was included in contract liabilities as of June 28, 2020 and December 29, 2019, respectively. The following table represents the average percentage of completion as of October 3, 2021 for EPC agreements for projects that we are constructing. We expect to recognize $152.0 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 Average Percentage of Revenue Recognized Various Distribution Generation Projects Solar power systems sales and EPC services Various 2023 92.2 % As of October 3, 2021, we have entered into contracts with customers for sales of modules and components for an aggregate transaction price of $357.3 million, the substantial majority of which we expect to recognize over the next 12 months. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Oct. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable, gross 1 $ 127,006 $ 124,402 Less: allowance for credit losses (14,678) (15,379) Less: allowance for sales returns (269) (159) Accounts receivable, net $ 112,059 $ 108,864 1 A lien exists on $64.9 million of our consolidated accounts receivable, gross, as of October 3, 2021 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 10. Debt and Credit Sources . Allowance for Credit Losses Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Balance at beginning of period $ 14,997 $ 19,485 $ 15,379 $ 17,208 Provision for credit losses 37 (2,568) 228 998 Write-offs (356) 69 (929) (1,220) Balance at end of period $ 14,678 $ 16,986 $ 14,678 $ 16,986 Inventories As of (In thousands) October 3, 2021 January 3, 2021 Photo-voltaic modules $ 178,957 $ 170,013 Microinverters 13,467 16,774 Energy Storage 24,709 4,548 Other solar power system component materials 24,292 19,247 Inventories 1 2 $ 241,425 $ 210,582 1 A lien exists on $176.6 million of our gross inventory as of October 3, 2021 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 10. Debt and Credit Sources. 2 Photovoltaic modules are classified as finished goods, while the remaining components of total inventories are classified as raw materials. Prepaid Expenses and Other Current Assets As of (In thousands) October 3, 2021 January 3, 2021 Deferred project costs $ 38,391 $ 26,996 VAT receivables, current portion 973 1,174 Deferred costs for solar power systems 19,869 24,526 Prepaid taxes 107 205 Related party receivables 4,955 9,891 Other 29,086 31,459 Prepaid expenses and other current assets $ 93,381 $ 94,251 Property, Plant and Equipment, Net As of (In thousands) October 3, 2021 January 3, 2021 Manufacturing equipment 1 $ 13,352 $ 17,134 Leasehold improvements 29,256 29,385 Solar power systems 8,601 30,110 Computer equipment 53,854 49,935 Furniture and fixtures 7,855 7,899 Work-in-progress 3,328 3,080 Property, plant and equipment, gross 116,246 137,543 Less: accumulated depreciation and impairment (86,495) (90,777) Property, plant and equipment, net 2 $ 29,751 $ 46,766 1 As of January 3, 2021 and October 3, 2021, manufacturing equipment is predominantly related to our equipment in our manufacturing facility in Hillsboro, Oregon. 2 Property, plant and equipment is predominantly located in the U.S. Other Long-term Assets As of (In thousands) October 3, 2021 January 3, 2021 Equity investments with readily determinable fair value $ 77,683 $ 614,148 Equity investments without readily determinable fair value 801 801 Equity investments with fair value option 8,374 9,924 Long-term inventory 1 — 27,085 Cloud computing arrangements implementation costs 2 8,204 — Software development costs 3 2,468 — Long-term related party receivables 11,000 — Long-term deferred project costs 11,202 5,758 Long-term prepaid taxes 4,145 3,677 Other 26,328 35,016 Other long-term assets $ 150,205 $ 696,409 1 Entire balance consists of finished goods under the safe harbor program. Refer to Note 9. Equity Investments for details . 2 Includes our implementation costs incurred in cloud computing arrangements ("CCA") which are capitalized as other long-term assets in accordance with the guidance in ASC 350-40, Internal-Use Software . 3 Includes our external-use software development costs which are being capitalized in accordance with ASC 985-20, Software to be Sold or Leased Externally . Accrued Liabilities As of (In thousands) October 3, 2021 January 3, 2021 Employee compensation and employee benefits $ 20,327 $ 23,312 Interest payable 3,830 8,796 Short-term warranty reserves 21,641 29,337 Restructuring reserve 2,538 2,808 Legal expenses 8,339 10,493 Taxes payable 4,126 25,968 Other 26,497 21,201 Accrued liabilities $ 87,298 $ 121,915 Other Long-term Liabilities As of (In thousands) October 3, 2021 January 3, 2021 Deferred revenue $ 41,528 $ 44,927 Long-term warranty reserves 43,014 52,540 Unrecognized tax benefits 15,048 12,584 Long-term pension liability 5,685 5,185 Long-term deferred tax liabilities 1,950 13,468 Long-term taxes payable 2,234 2,234 Related party liabilities 1,458 1,458 Other 26,552 25,201 Other long-term liabilities $ 137,469 $ 157,597 Accumulated Other Comprehensive Income As of (In thousands) October 3, 2021 January 3, 2021 Cumulative translation adjustment $ 9,625 $ 9,635 Net gain on long-term pension liability obligation (250) (250) Net gain on long-term derivative financial instrument — (570) Deferred taxes — (16) Accumulated other comprehensive income $ 9,375 $ 8,799 |
Business Divestitures
Business Divestitures | 9 Months Ended |
Oct. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Business Divestitures | BUSINESS DIVESTITURES Sale of Commercial Projects During the second quarter of fiscal 2021, we sold certain commercial projects including the underlying fixed assets and debt to SunStrong Capital Holdings, LLC ("SunStrong") for total consideration of $8.9 million . Upon closing, we received net cash consideration of $2.8 million after holdbacks totaling $0.4 million for certain retained obligations, and debt obligations repaid directly by the buyer totaling $5.6 million which were related to our PNC Energy Capital loan. We assessed the recoverability of these holdbacks and included our best estimate of the amount recoverable in the future in our calculation of net loss on sale. In evaluating the accounting treatment for this sale, the transaction was concluded to be a sale of a business in accordance with the guidance in ASC 805, Business Combinations . We recorded a loss of $5.1 million , inclusive of $0.1 million of transaction expenses, which was recorded and netted against "(gain) loss on business divestitures, net" in our unaudited condensed consolidated statements of operations for the nine months ended October 3, 2021. The assets and liabilities of the commercial projects that were sold in the transaction are summarized below: (In thousands) Accounts receivable, net $ 719 Prepaid expenses, other current assets, and cash 840 Property, plant and equipment, net 12,847 Total assets 14,406 Accrued liabilities 137 Short-term debt 614 Long-term debt 4,779 Other long-term liabilities 804 Total liabilities 6,334 Net assets $ 8,072 Net proceeds received were as follows: (In thousands) Purchase price $ 8,881 Transaction costs (105) Holdback receivables (369) Debt repaid directly by buyer (5,585) Net proceeds received $ 2,822 Net loss on sale for the nine months ended October 3, 2021 was as follows: (In thousands) Net proceeds received $ 2,822 Estimated receivable from amount held back for retained obligations 184 Book value of net assets sold (8,072) Net loss on sale $ (5,066) Sale of Residential Leases During the second quarter of fiscal 2021, we sold certain residential lease solar systems to SunStrong for total consideration of $8.5 million. In evaluating the accounting treatment for this sale, the transaction was concluded to be a sale of a business in accordance with the guidance in ASC 805, Business Combinations . We recorded a gain of $5.3 million , inclusive of $0.4 million of transaction expenses, which was recorded as "(gain) loss on business divestitures, net" in our unaudited condensed consolidated statements of operations for the nine months ended October 3, 2021. The assets and liabilities related to the residential leases that were sold are summarized below: (In thousands) Accounts receivable, net $ 253 Prepaid expenses and other current assets 825 Property, plant, and equipment, net 1,934 Solar power systems leased, net 186 Total assets 3,198 Accrued and other liabilities 106 Contract liabilities 332 Total liabilities 438 Net assets $ 2,760 Net proceeds received were as follows: (In thousands) Purchase price $ 8,500 Transaction costs (449) Net proceeds received $ 8,051 Net gain on sale for the nine months ended October 3, 2021 was as follows: (In thousands) Net proceeds received $ 8,051 Book value of net assets sold (2,760) Net gain on sale $ 5,291 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 03, 2021 | |
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 October 3, 2021 and January 3, 2021: October 3, 2021 January 3, 2021 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Other long-term assets: Equity investments with fair value option ("FVO") $ 8,374 $ 8,374 $ — $ — $ 9,924 $ 9,924 $ — $ — Equity investments with readily determinable fair value 388,403 — — 388,403 614,148 — — 614,148 Total assets $ 396,777 $ 8,374 $ — $ 388,403 $ 624,072 $ 9,924 $ — $ 614,148 Liabilities Other long-term liabilities: Interest rate swap contracts 1 $ — $ — $ — $ — $ 600 $ — $ 600 $ — Total liabilities $ — $ — $ — $ — $ 600 $ — $ 600 $ — 1 Our interest rate swap contracts were related to our PNC Energy Capital loan and were terminated during the second quarter of fiscal 2021 (see Note 10. Debt and Credit Sources for details). 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, LLC ("SunStrong Partners"), to mitigate volatility in reported earnings that results from the use of different measurement attributes (see Note 9. Equity Investments ). 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 using the same methodology on a quarterly basis considering material changes in the business of SunStrong and SunStrong Partners or other inputs. 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 nine months ended October 3, 2021. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the nine months ended October 3, 2021. (In thousands) Beginning balance as of January 3, 2021 Equity Distribution 1 Additional Investment Other adjustment 2 Ending balance as of October 3, 2021 Equity investments with FVO $9,924 $(2,276) $— $ 726 $ 8,374 1 During the nine months ended October 3, 2021, we received $2.3 million in cash proceeds from SunStrong Partners. The distribution reduced our equity investment balance in SunStrong Partners classified within "other long-term assets" on our unaudited condensed consolidated balance sheet. 2 During the nine months ended October 3, 2021, we recognized $0.7 million gain on change in valuation of equity investments within "other, net" in our unaudited condensed consolidated statement of operations. The gain was primarily due to change in forecasted cash flows of SunStrong, resulting from the sale by us to SunStrong of certain commercial projects (Refer to Note 5. Business Divestitures ). 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 October 3, 2021. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2021 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 8,374 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 8,374 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 risk appropriate 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 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 October 3, 2021, we recorde d losses of $86.3 million and $48.0 million , respe ctively, within "other, net" in our unaudited condensed consolidated statement of operations as compared to gains of $155.4 million and $274.4 million in the three and nine months ended September 27, 2020. During the three and nine months ended October 3, 2021, we sold one million shares of Enphase common stock, in open market transactions for cash proceeds of $177.8 million. During the three and nine months ended September 27, 2020, we sold one million and two million shares of Enphase common stock, respectively, in open market transactions for cash proceeds of $73.3 million and $117.0 million, respectively. Equity investments without readily determinable fair value |
Restructuring
Restructuring | 9 Months Ended |
Oct. 03, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING January 2021 Restructuring Plan During the first quarter of fiscal 2021, we adopted a restructuring plan to realign and optimize workforce requirements concurrent with the planned closure of our manufacturing facility in Hillsboro, Oregon. In connection with the restructuring plan, which included actions to be implemented in the first quarter of 2021 and expected to be completed by the third quarter of 2021, we expected the majority of our approximately 170 primarily manufacturing employees to exit over a period of three In connection with the closure, in April 2021, we signed agreements with two independent third parties to sell certain assets and liabilities, as well as retain and engage certain employees at the facility providing R&D services. The proceeds for the assets and sale of R&D services, together with the assumption of certain liabilities, reduced our previously anticipated restructuring charges by approximately $1.2 million. As of October 3, 2021, we had incurred cumulative costs of approximately $3.6 million in restructuring charges, primarily relating to the payment of severance benefits. Remaining activities on this January 2021 restructuring plan primarily relate to payroll for some employees expected to be incurred through 2022 concurrent with the end of the R&D services agreement. December 2019 Restructuring Plan During the fourth quarter of fiscal 2019, we adopted a restructuring plan to realign and optimize workforce requirements in light of changes to our business, including the Spin-Off. In connection with the restructuring plan, which included actions implemented in the fourth quarter of 2019, we expected between 145 and 160 non-manufacturing employees, representing approximately 3% of our global workforce, to exit over a period of approximately 12 to 18 months. Between 65 and 70 of these employees were expected in the legacy SunPower Technologies business unit and corporate, and most of whom exited our company following the Spin-Off, and the remainder of which exited upon completion of transition services. As the legacy SunPower Energy Services business unit refined its focus on distributed generation, storage, and energy services, 80 to 90 employees exited during the fourth fiscal quarter of 2019 and the first half of 2020. As of October 3, 2021, we had incurred cumulative costs of approximately $11.0 million in restructuring charges consisting primarily of severance and retention benefits. The 2019 restructuring plan is substantially completed. The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Cumulative To Date January 2021 Restructuring Plan: Severance and benefits $ (75) $ — $ 3,533 $ — $ 3,533 Other costs 1 1 — 36 — 36 Total January 2021 Restructuring Plan 2 (74) — 3,569 — 3,569 December 2019 Restructuring Plan: Severance and benefits (26) (104) 793 2,784 10,826 Other costs 1 — — 112 — 159 Total December 2019 Restructuring Plan (26) (104) 905 2,784 10,985 Other Legacy Restructuring Plans (130) 7 (130) (46) 68,512 Total restructuring charges (credits) $ (230) $ (97) $ 4,344 $ 2,738 $ 83,066 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. 2 A portion of the costs related to the plan were primarily comprised of real estate lease termination costs, amounting to $2.5 million, and were classified as cost of revenues within our unaudited condensed consolidated statements of operations for the nine months ended October 3, 2021. The following table summarizes the restructuring reserve activities during the nine months ended October 3, 2021: Nine months ended (In thousands) January 3, 2021 Charges (Benefits) (Payments) Recoveries October 3, 2021 January 2021 Restructuring Plan: Severance and benefits $ — $ 3,533 $ (1,938) $ 1,595 Other costs 1 — 36 (36) — Total January 2021 Restructuring Plan — 3,569 (1,974) 1,595 December 2019 Restructuring Plan: Severance and benefits 2,608 793 (2,458) 943 Other costs 1 — 112 (112) — Total December 2019 Restructuring Plan 2,608 905 (2,570) 943 Other Legacy Restructuring Plans 200 (130) (70) — Total restructuring reserve activities $ 2,808 $ 4,344 $ (4,614) $ 2,538 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 03, 2021 | |
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 finance leases. Operating leases are subject to renewal options for periods ranging from one year to ten 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Operating leases: Operating lease expense $ 3,200 $ 3,524 $ 10,615 $ 10,458 Sublease income (81) (111) (292) (166) Rent expense $ 3,119 $ 3,413 $ 10,323 $ 10,292 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,473 $ 7,117 $ 12,073 $ 14,314 Right-of-use assets obtained in exchange for leases $ 4,429 $ 8,362 $ 15,957 $ 21,786 Weighted-average remaining lease term (in years) - operating leases 6.1 7.5 6.1 7.5 Weighted-average discount rate - operating leases 8.7 % 9 % 8.7 % 9 % The future minimum lease payments to be paid under non-cancellable leases in effect as of October 3, 2021, are as follows (in thousands): As of October 3, 2021 Operating Leases 2021 (remaining three months) $ 3,920 2022 15,805 2023 12,933 2024 9,100 2025 5,463 Thereafter 16,406 Total lease payments 63,627 Less: imputed interest (14,919) Total $ 48,708 Purchase Commitments Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f October 3, 2021 are as follows: (In thousands) Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Thereafter Total 1 Future purchase obligations $ 83,888 $ 125,175 $ 33,148 $ 1,710 $ 775 $ 5,307 $ 250,003 1 Total future purchase obligations consisted of $25.8 million related to non-cancellable purchase orders and $224.2 million related to long-term supply agreements. The future purchase obligations presented above primarily consist of commitments to purchase photovoltaic modules pursuant to the supply agreement with Maxeon Solar entered into on August 26, 2020, as amended, as well as commitments to purchase Module-Level Power Electronics ("MLPE") supplied by one vendor. The terms of all our 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. Product Warranties The following table summarizes accrued warranty activities for the three and nine months ended October 3, 2021 and September 27, 2020: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Balance at the beginning of the period $ 66,785 $ 92,399 $ 81,877 $ 101,380 Accruals for warranties issued during the period 3,791 5,682 15,641 13,356 Settlements and adjustments during the period (5,921) (9,688) (32,863) (26,343) Balance at the end of the period $ 64,655 $ 88,393 $ 64,655 $ 88,393 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 unaudited condensed consolidated balance sheets (see Note 4. Balance Sheet Components). Further, if we encounter issues related to the quality of our products or components of our products, we may institute corrective action plans, including proactive repair or replacement, delay or stop shipment of one or more products, the result of which may cause us to incur material costs and divert operational attention. We assess the impact of such issues and resulting warranty obligations on the sufficiency of our warranty accrual when the issue is known and amount to be incurred is probable and measurable. 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 generally performed above their performance warranty thresholds, and our output performance warranty payments to the customers have not been material. Also, there have been no cases in which we have had to buy back a system. As of October 3, 2021 and January 3, 2021, we had $7.5 million and $9.1 million, respectively, classified as "accrued liabilities," and $2.7 million and $3.1 million, respectively, classified as "other long-term liabilities" on our unaudited condensed consolidated balance sheets for such obligations. Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $15.0 million and $12.6 million as of October 3, 2021 and January 3, 2021, respectively. These amounts are included within "other long-term liabilities" on our unaudited 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"). Further, in connection with our sale of residential lease assets in fiscal 2018 to SunStrong, we provide Hannon Armstrong indemnification 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 cash flow losses from leases that do not generate the promised savings to homeowners. The maximum exposure to loss arising from the indemnification for SunStrong is limited to the consideration received for the solar power systems. 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 typically 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 are contractually obligated to compensate customers and investors for losses they may suffer as a result of reductions in benefits received under ITCs and U.S. Treasury Cash Grant programs. The indemnity expires in conjunction with the statute of limitation and recapture periods in accordance with the underlying laws and regulations for such ITCs and related benefits. 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 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, 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 October 3, 2021 and January 3, 2021, our provision was $9.6 million and $9.4 million, respectively, primarily for tax-related indemnifications. SunPower is party to various supply agreements (collectively, the “Hemlock Agreements”) with Hemlock Semiconductor Operations LLC (f/k/a Hemlock Semiconductor Corporation) and its affiliate, Hemlock Semiconductor, LLC, for the procurement of polysilicon. In connection with the Spin-Off, SunPower and Maxeon Solar entered into an agreement pursuant to which Maxeon Solar received SunPower’s rights under the Hemlock Agreements (including SunPower’s deposits and advanced payments thereunder) and, in return, Maxeon Solar agreed to perform all of SunPower’s existing and future obligations under the Hemlock Agreements (including all take-or-pay obligations). While, as we remain a party to the Hemlock Agreements, we may contractually be liable to the vendor in case of non-payment by Maxeon Solar, we do not believe we have any current exposure under the Hemlock Agreements as of the quarter ended October 3, 2021. Maxeon Solar's remaining obligations under the Hemlock Agreements amount to $31.6 million and $125.8 million for the remainder of fiscal 2021 and fiscal 2022, respectively. This is gross of prepayments of $61.6 million as of October 3, 2021. This indemnity qualifies for the criteria for accounting under the guidance in ASC 460 which requires us to 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 . As of the quarter ended October 3, 2021, our exposure to potential indemnification payments is deemed immaterial based on the information available to us. Pursuant to the Separation and Distribution Agreement entered into by us and Maxeon Solar, we also agreed to indemnify Maxeon Solar for any liabilities arising out of certain existing litigation relating to businesses contributed to Maxeon Solar in connection with the Spin-Off. We expect to be actively involved in managing this litigation together with Maxeon Solar. The indemnity qualifies for the criteria for accounting under the guidance in ASC 460 and we have recorded the liability of litigation of $4.3 million equal to the fair value of the guarantee provided as of the period ended October 3, 2021. 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 |
Oct. 03, 2021 | |
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 unaudited condensed consolidated statements of operations. Mark-to-market gains and losses on equity investments are reflected as "other, net" under other income (expense), net in our unaudited condensed consolidated statements of operations. The carrying value of our equity investments, classified as "other long-term assets" on our unaudited condensed consolidated balance sheets, are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 388,403 $ 614,148 Total equity investments with readily determinable fair value 1 388,403 614,148 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 679 679 Total equity investments without readily determinable fair value 801 801 Equity investments with fair value option: SunStrong Capital Holdings, LLC 8,374 7,645 SunStrong Partners, LLC — 2,279 Total equity investment with fair value option 8,374 9,924 Total equity investments $ 397,578 $ 624,873 1 During the three months ended October 3, 2021, we sold one million shares of Enphase common stock for cash proceeds. As of October 3, 2021, we currently have two million shares of Enphase common stock within current assets as short-term investments, and 0.5 million shares of Enphase common stock within other long-term assets. Refer to Note 6. Fair Value Measurements and Note 4. Balance Sheet Components for details. 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. 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 unconsolidated VIEs or consolidated VIEs ( refer to our Form 10-K for the fiscal year ended January 3, 2021 for further details on our various VIE arrangements ). Unconsolidated VIEs We have elected the FVO in accordance with the guidance in ASC 825, Financial Instruments , for our investments in SunStrong, SunStrong Partners, and 8point3 Holdings, our unconsolidated VIEs. Refer to Note 6. Fair Value Measurements . Summarized Financial Information of Unconsolidated VIEs 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Summarized statements of operations information: Revenues $ 34,363 $ 31,299 $ 100,157 $ 90,056 Gross income (loss) 1,188 1,057 3,409 (5,839) Net (loss) income 2,440 13,596 (40,633) 35,019 As of (In thousands) October 3, 2021 January 3, 2021 Summarized balance sheet information: Current assets $ 87,197 $ 93,752 Long-term assets 1,536,690 1,378,382 Current liabilities 62,839 48,126 Long-term liabilities 1,219,489 1,130,484 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. Related-Party Transactions with Investees Related-party transactions and balances with SunStrong and SunStrong Partners are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 31,302 $ 16,767 Accrued liabilities — 7,996 Contract liabilities 29,033 27,426 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenues and fees received from investees for products/services $ 60,073 $ 47,378 $ 160,195 $ 146,570 (Gain) loss on business divestitures, net 1 — — (224) — 1 The gain relates to the net impact of the sales of businesses to SunStrong during the second quarter of fiscal 2021. Refer to Note 5. Business Divestitures for additional details on the sales. Consolidated VIEs For Solar Sail LLC ("Solar Sail") and Solar Sail Commercial Holdings, LLC ("Solar Sail Commercial"), a joint venture with Hannon Armstrong, our consolidated VIEs, total revenue was $5.0 million and $12.7 million f or the three and nine months ended October 3, 2021, respectively. Total revenue was $4.7 million and $8.1 million for the three and nine months ended September 27, 2020, respectively. The assets of these consolidated VIEs are restricted for use only by the particular investee and are not available for our general operations. As of October 3, 2021, we had $67.2 million |
Debt and Credit Sources
Debt and Credit Sources | 9 Months Ended |
Oct. 03, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our unaudited condensed consolidated balance sheets: October 3, 2021 January 3, 2021 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ — $ 62,634 $ 62,531 $ — $ 62,531 4.00% debentures due 2023 1 424,995 — 423,370 423,370 425,000 — 422,443 422,443 CEDA loan — — — — 30,000 — 29,219 29,219 Other debt 109,445 66,304 42,082 108,386 126,283 97,059 27,228 124,287 $ 534,440 $ 66,304 $ 465,452 $ 531,756 $ 643,917 $ 159,590 $ 478,890 $ 638,480 1 The 4.00% debentures due 2023 with original principal amount of $425.0 million was reduced by $5.0 thousand during the first quarter of fiscal 2021 due to a bond conversion during the quarter. As of October 3, 2021, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2021 (remaining three months) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Thereafter Total Aggregate future maturities of outstanding debt $ 67,210 $ 65 $ 425,064 $ 41,839 $ 76 $ 186 $ 534,440 Convertible Debt The following table summarizes our outstanding convertible debt: October 3, 2021 January 3, 2021 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ 62,531 $ 62,634 $ 64,018 4.00% debentures due 2023 423,370 424,995 543,739 422,443 425,000 549,398 $ 423,370 $ 424,995 $ 543,739 $ 484,974 $ 487,634 $ 613,416 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. 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") under a loan agreement with CEDA. The Bonds mature on April 1, 2031 and bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on us. As per the terms of the agreement, the bonds were subject to a 'make-whole' provision, wherein if retired prior to April 1, 2021, the Company has to 'make-whole' the bond holders for the full amount of unpaid interest through the term of the loan. After the make-whole provision expired in April 2021, the bonds can be retired any time at par value. In April 2021, we repaid the outstanding principal amount of our $30.0 million loan with CEDA. Other Debt We enter into other debt arrangements to finance our operations, including sometimes entering into project level non-recourse debt dependent on the needs of the project. As of October 3, 2021, we had other debt of $108.4 million outstanding. The following presents a summary of the other debt arrangements: Aggregate Carrying Value 1 (In thousands) October 3, 2021 January 3, 2021 Balance Sheet Classification Recourse Debt: PNC Energy Capital loan 2 $ — $ 5,545 Short-term debt and Long-term debt Asset-Backed Loan $ 41,662 $ 32,690 Long-term debt Safe Harbor $ 62,417 $ 75,910 Short-term debt Total Recourse Debt $ 104,079 $ 114,145 Non-Recourse Debt: Vendor financing and other debt $ 4,307 $ 560 Short-term debt and Long-term debt Construction project debt $ — $ 9,583 Short-term debt Total Non-Recourse Debt $ 4,307 $ 10,143 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. 2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%. These debt obligations, and corresponding interest rate swap contracts, were assumed by the buyer in our sale of commercial projects portfolio during the second quarter of fiscal 2021 (see Note 5. Business Divestitures for additional details). Asset-Backed Loan with Bank of America |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | TRANSACTIONS WITH TOTAL AND TOTALENERGIES SE 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, 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 October 3, 2021, ownership of our outstanding common stock by TotalEnergies SE and its affiliates was approximat ely 51%. Subsequent to the Spin-Off, Total received a pro rata distribution of ordinary shares of Maxeon Solar, and its percentage ownership of shares in SunPower did not change. Supply Agreements In December 2019, we sold our membership interests in certain project companies that hold commercial solar power plant projects to Total Strong, LLC, a joint venture between Total and Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”) . During the three and nine months ended October 3, 2021, we recognized revenue of $11.3 million and $48.7 million, respectively, and revenue of $34.3 million and $65.7 million, during the three and nine months ended September 27, 2020, respectively, for sales to this joint venture. Sales were due to the continued recognition of engineering, procurement and construction ("EPC") revenue during the quarter, which is included within "Solar power systems, components, and other" on our consolidated statements of operations. Affiliation Agreement In April 2011, we and Total 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, TotalEnergies SE, 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 our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of TotalEnergies SE. 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 "Board"). 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 restrictions with respect to our and our Board's ability 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. On April 19, 2021, we entered into an amendment to the Affiliation Agreement with Total (the “April Affiliation Agreement Amendment”). The April Affiliation Agreement Amendment provides that our Board will include 11 members, composed of our president and chief executive officer, our immediate past chief executive officer, ("Mr. Werner"), six directors designated by Total, and three non-Total-designated directors. If the ownership of our voting securities by Total, together with the controlled subsidiaries of TotalEner gies SE, declines below certain thresholds, the number of members of the Board that Total is entitled to designate will be reduced as set forth in the Affiliation Agreement. Pursuant to the April Affiliation Agreement Amendment, Mr. Werner resigned from his position as a member of the Board on November 1, 2021. On October 29, 2021, we entered into a further amendment to the Affiliation Agreement (the “October Affiliation Agreement Amendment”), which provides that our Board will re main at 11 members until March 31, 2022 and allows for the appointment of one additional independent director to fill the vacancy created by Mr. Werner’s resignation from the Board. The October Affiliation Agreement Amendment further provides that, after March 31, 2022, the Board will revert to nine members, at which time one independent director and one Total designee will resign from the Board. Cooperation Agreement In December 2020, we entered into a Strategic Cooperation Framework Agreement (the "Cooperation Agreement") with Total that governs the ongoing relationship between us and Total with respect to development and sale of certain future commercial solar power projects. The Cooperation Agreement lays the foundation for the potential to jointly develop certain projects and allows us and Total to expand investments in solar power projects to provide for future opportunities and investment volume. Among other things, the Cooperation Agreement provides for: • our obligation to offer and ability to sell certain projects to Total at pre-agreed model metrics; • our ability to obtain non-recourse financing of construction costs; • our ability to obtain financing of development costs as various milestones in the project development cycle are achieved; • exclusivity over our offering of various post-sale services for projects sold to Total or its affiliates; and • our right to offer EPC services on certain downstream generation projects being developed by Total. The Cooperation Agreement remains in effect until December 31, 2023, unless otherwise terminated. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due June 1, 2021. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. Interest was payable semi-annually, beginning on December 1, 2014. The 0.875% debentures due 2021 were convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 0.875% debentures due 2021 was 20.5071 shares of common stock per $1,000 principal amount of 0.875% senior convertible debentures (which was equivalent to an initial conversion price of approximately $48.76 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 25.1388 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $39.78 per share). During the fiscal year ended January 3, 2021, we purchased $337.4 million of aggregated principal amount of the 0.875% debentures due 2021, including $250.0 million of principal amount representing the entire amount held by Total. In June 2021, we repaid the remaining outstanding principal amount of $62.5 million, none of which was held by Total. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 was acquired by Total. Interest is payable semi-annually, beginning on July 15, 2016. The 4.00% debentures due 2023 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 4.00% debentures due 2023 was 32.7568 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $30.53 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate adjusted to 40.1552 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $24.90 per share), which provides Total the right to acquire up to 4,015,515 shares of our common stock. Notice of the conversion rate adjustment was delivered to Wells Fargo Bank, National Association, the trustee, in accordance with the terms of the indenture governing the 4.00% debentures due 2023. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. Joint Solar Projects with Total and Its Affiliates We enter into various EPC and operations and maintenance ("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 October 3, 2021, we had $47.6 million of "Contract assets," $1.8 million of "Contract liabilities" and $0.3 million of "Accounts receivable, net" on our unaudited condensed consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. Related-Party Transactions with Total and Its Affiliates: The following are balances and transactions entered into with Total and its affiliates. As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 289 $ 76 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenue: Solar power systems, components, and other $ 11,275 $ 34,465 $ 48,652 $ 98,244 Cost of revenue: Solar power systems, components, and other 11,945 26,177 43,762 70,501 Other income: Gain on early retirement of convertible debt — 104 — 1,954 Interest expense: Guarantee fees incurred under the Credit Support Agreement — — — 13 Interest expense incurred on the 0.875% debentures due 2021 — 384 — 1,216 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 In connection with the Spin-Off, we entered into certain agreements with Maxeon Solar, including a transition services agreement, supply agreement, and collaboration agreement. The below table summarizes our transactions with Maxeon Solar for the three and nine months ended October 3, 2021: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 October 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 61,967 $ 167,313 Research and development expenses reimbursement received $ 7,736 $ 25,759 Income from transition services agreement, net $ 468 $ 5,211 The Company had the following balances related to transactions with Maxeon Solar as of October 3, 2021: As of (In thousands) October 3, 2021 Prepaid and other current assets $ 2,265 Accrued liabilities $ 7,838 Accounts payable $ 29,906 Other long-term liabilities $ 1,458 Refer to Note 2. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 9. Equity Investments for related-party transactions with SunStrong and SunStrong Partners. CEO Stock Purchase In connection with his commencement of employment with the Company on April 19, 2021, Peter Faricy, SunPower Corporation’s chief executive officer, was granted the right to purchase up to $3.0 million in shares of SunPower’s common stock based on the closing trading price on the date of purchase. For each share of common stock purchased within the 12-month period commencing on April 19, 2021, SunPower agreed to grant to Mr. Faricy one restricted stock unit (the “Matching RSUs”). The Matching RSUs vest in equal installments on each of the first two anniversaries of the last day of the calendar quarter in which Mr. Faricy purchases the related common stock. On April 26, 2021, Mr. Faricy purchased 101,730 shares of common stock for an aggregate of $3.0 million and SunPower issued the equivalent Matching RSUs . |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the three months ended October 3, 2021, our income tax benefit of $2.2 million on a loss from continuing operations before income taxes and equity in earnings of unconsolidated investees of $86.5 million was primarily due to the deferred taxes on mark-to-market unrealized losses on equity investments. Our income tax provision of $36.7 million in the three months ended September 27, 2020 on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $146.4 million was primarily due to associated domestic tax expenses arising from the taxable gain related to the Spin-Off, and foreign withholding taxes from foreign dividend distributions. In the nine months ended October 3, 2021, our income tax benefit of $5.0 million on a loss from continuing operations before income taxes and equity in earnings of unconsolidated investees of $64.0 million was primarily due to windfall benefits from stock-based compensation deduction and the true-up of estimated state tax liability. Our income tax provision of $38.7 million in the nine months ended September 27, 2020 on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $223.1 million was primarily due to domestic tax expense arising from the taxable gain related to the Spin-Off, and foreign withholding taxes from foreign dividend distributions. During the three and nine months ended October 3, 2021, 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. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. If a reliable estimate cannot be made, the actual effective tax rate for the year to date may be the best estimate of the annual effective tax rate. Total liabilities associated with uncertain tax positions were $15.0 million and $12.6 million as of October 3, 2021 and January 3, 2021, respectively. The increase of $2.4 million was primarily due to amounts reclassified from deferred tax liability related to the treatment of equity investment tax gain for states. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Oct. 03, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET 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 by using the basic weighted-average number of common shares outstanding plus any potentially dilutive securities outstanding during the period using the treasury-stock method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities include 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Basic net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (84,376) $ 109,450 $ (57,554) $ 186,880 Net (loss) income attributable to stockholders - discontinued operations — (64,824) — (124,307) Net (loss) income attributable to stockholders $ (84,376) $ 44,626 $ (57,554) $ 62,573 Denominator: Basic weighted-average common shares 172,885 170,113 172,242 169,646 Basic net (loss) income per share - continuing operations $ (0.49) $ 0.64 $ (0.33) $ 1.10 Basic net (loss) income per share - discontinued operations — (0.38) — (0.73) Basic net (loss) income per share $ (0.49) $ 0.26 $ (0.33) $ 0.37 Diluted net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (84,376) $ 109,450 $ (57,554) $ 186,880 Add: Interest expense on 0.875% debentures due 2021, net of tax — 467 — 1,507 Add: Interest expense on 4.00% debentures due 2023, net of tax — 3,358 — 10,066 Net (loss) income available to common stockholders - continuing operations (84,376) 113,275 $ (57,554) $ 198,453 Net (loss) income available to common stockholders - discontinued operations $ — $ (64,824) $ — $ (124,307) Denominator: Basic weighted-average common shares 172,885 170,113 172,242 169,646 Effect of dilutive securities: Restricted stock units — 3,560 — 3,354 0.875% debentures due 2021 — 7,785 — 10,056 4.00% debentures due 2023 — 17,068 — 17,068 Dilutive weighted-average common shares: 172,885 198,526 172,242 200,124 Dilutive net (loss) income per share - continuing operations $ (0.49) $ 0.57 $ (0.33) $ 0.99 Dilutive net (loss) income per share - discontinued operations — (0.33) — (0.62) Dilutive net (loss) income per share $ (0.49) $ 0.24 $ (0.33) $ 0.37 The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income per share attributable to stockholders in the following periods: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Restricted stock units 1,053 382 1,155 4,774 4.00% debentures due 2023 — — 17,068 — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The following table summarizes the consolidated stock-based compensation expense by line item in our unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Cost of revenues $ 1,049 $ 968 $ 3,021 $ 2,154 Research and development 624 38 2,450 575 Sales, general, and administrative 3,053 3,448 14,305 10,657 Total stock-based compensation expense $ 4,726 $ 4,454 $ 19,776 $ 13,386 |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Oct. 03, 2021 | |
Segment Reporting [Abstract] | |
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 and components, 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 revenues - 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 revenue, while Power Co refers to our post-system sale recurring services revenue, 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 or 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 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, 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 or Loss 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. During the second quarter of fiscal 2021, we 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 of Maxeon Solar in fiscal 2020, we incurred, and expect to continue to incur in upcoming quarters, non-recurring charges on third-party 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 or credits 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 nine months ended October 3, 2021 for revenues, 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 revenues by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended October 3, 2021 September 27, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 274,747 $ 36,596 $ 980 $ 190,480 $ 73,790 $ 2,688 Power Co 6,888 3,728 697 7,230 544 75 Intersegment revenue — — — — — 7,293 Total segment revenues as reviewed by CODM $ 281,635 $ 40,324 $ 1,677 $ 197,710 $ 74,334 $ 10,056 Segment gross profit as reviewed by CODM $ 63,108 $ (2,387) $ (19) $ 34,779 $ 5,120 $ (3,168) Adjusted EBITDA $ 30,825 $ (8,133) $ (649) $ 15,521 $ 1,228 $ (3,192) Nine Months Ended October 3, 2021 September 27, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 753,429 $ 139,486 $ 7,320 $ 571,236 $ 167,544 $ 2,954 Power Co 20,262 15,277 2,562 18,904 7,721 19,846 Intersegment revenue — — (11) — — 32,815 Total segment revenues as reviewed by CODM $ 773,691 $ 154,763 $ 9,871 $ 590,140 $ 175,265 $ 55,615 Segment gross profit as reviewed by CODM $ 173,239 $ 2,527 $ 5,013 $ 94,501 $ 14,533 $ (18,906) Adjusted EBITDA $ 83,771 $ (13,125) $ 3,615 $ 31,346 $ (1,244) $ (19,278) Reconciliation of Segment Revenues to Unaudited Condensed Consolidated GAAP Revenues Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Total segment revenues as reviewed by CODM $ 323,636 $ 282,100 $ 938,325 $ 821,020 Adjustments to segment revenues: Intersegment elimination — (7,294) 11 (32,816) Legacy utility and power plant projects — — — 207 Construction revenue on solar services contracts — — — (5,392) Results of operations of legacy business to be exited — — 625 — Unaudited Condensed consolidated GAAP revenues $ 323,636 $ 274,806 $ 938,961 $ 783,019 Reconciliation of Segment Gross Profit to Unaudited Condensed Consolidated GAAP Gross Profit Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Segment gross profit $ 60,702 $ 36,731 $ 180,779 $ 90,128 Adjustments to segment gross profit: Intersegment elimination (83) 1,752 785 11,604 Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Gain (loss) on sale and impairment of residential lease assets 249 469 1,262 1,375 Construction revenue on solar services contracts — — — (4,735) Stock-based compensation expense (1,055) (623) (3,011) (1,653) Amortization of intangible assets — (1,189) — (4,757) Gain (loss) on business divestitures, net (81) — (81) — Results of operations of legacy business to be exited (82) — (9,179) — Unaudited Condensed consolidated GAAP gross profit $ 59,650 $ 37,140 $ 170,555 $ 91,976 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Segment adjusted EBITDA $ 22,043 $ 13,557 $ 74,261 $ 10,824 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Mark-to-market gain (loss) on equity investments (86,254) 155,431 (47,238) 274,362 Gain (loss) on sale and impairment of residential lease assets 249 83 6,219 1,122 Construction revenue on solar services contracts — — — (4,734) Stock-based compensation expense (4,726) (4,454) (19,776) (13,387) Amortization of intangible assets — (1,189) — (4,759) Gain (loss) on business divestitures, net (81) — 143 10,529 Transaction-related costs (1,328) — (1,683) (1,862) Executive transition costs (827) — (1,329) — Business reorganization costs (1,045) — (2,903) — Restructuring credits (charges) 230 97 (4,344) (2,738) Results of operations of legacy business to be exited (82) — (9,179) — Litigation (1,623) (395) (10,326) (880) Gain on convertible debt repurchased — 104 — 3,060 Net loss (income) attributable to noncontrolling interests 69 230 (1,482) (2,512) Cash interest expense, net of interest income (6,628) (6,918) (22,149) (24,102) Depreciation and amortization (1,929) (5,156) (8,757) (12,589) Corporate (4,569) (4,985) (15,486) (9,264) (Loss) Income before income taxes and equity in loss of unconsolidated investees $ (86,501) $ 146,405 $ (64,029) $ 223,084 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 03, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Acquisition of Blue Raven Solar Holdings, LLC ("Blue Raven") On October 4, 2021, we acquired all of the issued and outstanding membership interests of Blue Raven, a Delaware limited liability company, and thirty-five percent (35%) of the issued and outstanding membership interests in Albatross Software LLC, also a Delaware limited liability company and an affiliate of Blue Raven, pursuant to a Securities Purchase Agreement (“Purchase Agreement“) dated as of October 4, 2021. Pursuant to the Purchase Agreement, we agreed to pay up to $145 million in cash consideration, subject to a customary working capital adjustment. While a majority of the cash consideration was paid upon closing, a portion was deferred and is payable at a later date, and is subject to continued employment of certain sellers as well as Blue Raven employees and service providers, in accordance with the terms of the Purchase Agreement as well as employment and retention agreements entered into with such individuals. The Company has also agreed to make an additional cash payment of up to $20 million based on Blue Raven’s revenue for the period beginning on September 13, 2021 and ending June 19, 2022 by meeting certain quantitative thresholds. We are currently in the process of evaluating the business combination accounting considerations, including the consideration transferred and the initial purchase price allocation in accordance with the guidance in ASC 805, Business Combinations . |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements 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 in 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 January 3, 2021 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2021, as filed with the Securities and Exchange Commission ("SEC") on February 22, 2021, but does not include all disclosures required by U.S. GAAP. The unaudited 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 January 3, 2021. The operating results for the three and nine months ended October 3, 2021 are not necessarily indicative of the results that may be expected for fiscal year 2021, or for any other future period. |
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. The current fiscal year, fiscal 2021, is a 52-week fiscal year, while fiscal year 2020 was a 53-week fiscal year. The third quarter of fiscal 2021 ended on October 3, 2021, while the third quarter of fiscal 2020 ended on September 27, 2020. |
Management Estimates | Management Estimates The preparation of the unaudited 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 unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in these unaudited condensed consolidated financial statements include revenue recognition, specifically nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations, and variable consideration; credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; fair value of investments, including equity investments for which we apply the fair value option and other financial instruments; valuation of contingencies such as warranty and litigation; 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. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted the ASU during the first quarter of fiscal 2021. The adoption did not have a material impact on our consolidated financial statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . The ASU is an update to ASU 2020-04 issued by the FASB in March 2020 and is intended to clarify the scope of ASC 848 to include derivatives that are affected by a change in the interest rate used for margining, discounting, or contract price alignment that do not also reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. This guidance was effective immediately upon issuance on January 7, 2021. We adopted the ASU during the first quarter of fiscal 2021. The adoption did not have any impact on our consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We are currently evaluating the impacts of the provisions of ASU 2020-06 on our financial statements and disclosures. |
Transactions With Total and T_2
Transactions With Total and Total Energies SE (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following are balances and transactions entered into with Total and its affiliates. As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 289 $ 76 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenue: Solar power systems, components, and other $ 11,275 $ 34,465 $ 48,652 $ 98,244 Cost of revenue: Solar power systems, components, and other 11,945 26,177 43,762 70,501 Other income: Gain on early retirement of convertible debt — 104 — 1,954 Interest expense: Guarantee fees incurred under the Credit Support Agreement — — — 13 Interest expense incurred on the 0.875% debentures due 2021 — 384 — 1,216 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions and balances with SunStrong and SunStrong Partners are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 31,302 $ 16,767 Accrued liabilities — 7,996 Contract liabilities 29,033 27,426 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenues and fees received from investees for products/services $ 60,073 $ 47,378 $ 160,195 $ 146,570 (Gain) loss on business divestitures, net 1 — — (224) — 1 The gain relates to the net impact of the sales of businesses to SunStrong during the second quarter of fiscal 2021. Refer to Note 5. Business Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the three and nine months ended October 3, 2021: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 October 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 61,967 $ 167,313 Research and development expenses reimbursement received $ 7,736 $ 25,759 Income from transition services agreement, net $ 468 $ 5,211 The Company had the following balances related to transactions with Maxeon Solar as of October 3, 2021: As of (In thousands) October 3, 2021 Prepaid and other current assets $ 2,265 Accrued liabilities $ 7,838 Accounts payable $ 29,906 Other long-term liabilities $ 1,458 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables represent disaggregated revenue from contracts with customers for the three and nine months ended October 3, 2021 and September 27, 2020 along with the reportable segment for each category: Three Months Ended (In thousands) October 3, 2021 September 27, 2020 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services $ 276,606 $ 36,956 $ 980 $ 314,542 $ 191,016 $ 73,840 $ 2,688 $ 267,544 Operations and maintenance — 3,368 697 4,065 — — 75 75 Residential leasing 1,291 — — 1,291 1,284 — — 1,284 Solar services 3,738 — — 3,738 5,485 418 — 5,903 Total revenues $ 281,635 $ 40,324 $ 1,677 $ 323,636 $ 197,785 $ 74,258 $ 2,763 $ 274,806 Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services $ 757,983 $ 145,986 $ 7,945 $ 911,914 $ 568,303 $ 170,403 $ 3,147 $ 741,853 Operations and maintenance — 8,776 2,562 11,338 — 3,619 19,844 23,463 Residential leasing 3,765 — — 3,765 3,937 — — 3,937 Solar services 11,944 — — 11,944 12,524 1,242 — 13,766 Total revenues $ 773,692 $ 154,762 $ 10,507 $ 938,961 $ 584,764 $ 175,264 $ 22,991 $ 783,019 |
Schedule of Changes in Estimates | 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Increase in revenue from net changes in transaction prices $ — $ 1,142 $ 2,131 $ 834 Decrease in revenue from net changes in input cost estimates — (1,041) (2,084) (1,092) Net increase (decrease) in revenue from net changes in estimates $ — $ 101 $ 47 $ (258) Number of projects — 2 3 4 Net change in estimate as a percentage of aggregate revenue for associated projects — % 0.3 % 0.6 % (0.2) % |
Schedule of Contract Asset and Contract Liability | Total contract assets and contract liabilities balances as of the respective dates are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Contract assets $ 94,115 $ 122,802 Contract liabilities 98,756 102,594 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table represents the average percentage of completion as of October 3, 2021 for EPC agreements for projects that we are constructing. We expect to recognize $152.0 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 Average Percentage of Revenue Recognized Various Distribution Generation Projects Solar power systems sales and EPC services Various 2023 92.2 % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable, gross 1 $ 127,006 $ 124,402 Less: allowance for credit losses (14,678) (15,379) Less: allowance for sales returns (269) (159) Accounts receivable, net $ 112,059 $ 108,864 1 A lien exists on $64.9 million of our consolidated accounts receivable, gross, as of October 3, 2021 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 10. Debt and Credit Sources . |
Schedule of Accounts Receivable, Allowance for Credit Loss | Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Balance at beginning of period $ 14,997 $ 19,485 $ 15,379 $ 17,208 Provision for credit losses 37 (2,568) 228 998 Write-offs (356) 69 (929) (1,220) Balance at end of period $ 14,678 $ 16,986 $ 14,678 $ 16,986 |
Schedule of Inventory | As of (In thousands) October 3, 2021 January 3, 2021 Photo-voltaic modules $ 178,957 $ 170,013 Microinverters 13,467 16,774 Energy Storage 24,709 4,548 Other solar power system component materials 24,292 19,247 Inventories 1 2 $ 241,425 $ 210,582 1 A lien exists on $176.6 million of our gross inventory as of October 3, 2021 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 10. Debt and Credit Sources. |
Schedule of Prepaid Expenses and Other Current Assets | As of (In thousands) October 3, 2021 January 3, 2021 Deferred project costs $ 38,391 $ 26,996 VAT receivables, current portion 973 1,174 Deferred costs for solar power systems 19,869 24,526 Prepaid taxes 107 205 Related party receivables 4,955 9,891 Other 29,086 31,459 Prepaid expenses and other current assets $ 93,381 $ 94,251 |
Schedule of Property, Plant and Equipment, Net | As of (In thousands) October 3, 2021 January 3, 2021 Manufacturing equipment 1 $ 13,352 $ 17,134 Leasehold improvements 29,256 29,385 Solar power systems 8,601 30,110 Computer equipment 53,854 49,935 Furniture and fixtures 7,855 7,899 Work-in-progress 3,328 3,080 Property, plant and equipment, gross 116,246 137,543 Less: accumulated depreciation and impairment (86,495) (90,777) Property, plant and equipment, net 2 $ 29,751 $ 46,766 1 As of January 3, 2021 and October 3, 2021, manufacturing equipment is predominantly related to our equipment in our manufacturing facility in Hillsboro, Oregon. |
Schedule of Other Long-Term Assets | As of (In thousands) October 3, 2021 January 3, 2021 Equity investments with readily determinable fair value $ 77,683 $ 614,148 Equity investments without readily determinable fair value 801 801 Equity investments with fair value option 8,374 9,924 Long-term inventory 1 — 27,085 Cloud computing arrangements implementation costs 2 8,204 — Software development costs 3 2,468 — Long-term related party receivables 11,000 — Long-term deferred project costs 11,202 5,758 Long-term prepaid taxes 4,145 3,677 Other 26,328 35,016 Other long-term assets $ 150,205 $ 696,409 1 Entire balance consists of finished goods under the safe harbor program. Refer to Note 9. Equity Investments for details . 2 Includes our implementation costs incurred in cloud computing arrangements ("CCA") which are capitalized as other long-term assets in accordance with the guidance in ASC 350-40, Internal-Use Software . 3 Includes our external-use software development costs which are being capitalized in accordance with ASC 985-20, Software to be Sold or Leased Externally . |
Schedule of Accrued Liabilities | As of (In thousands) October 3, 2021 January 3, 2021 Employee compensation and employee benefits $ 20,327 $ 23,312 Interest payable 3,830 8,796 Short-term warranty reserves 21,641 29,337 Restructuring reserve 2,538 2,808 Legal expenses 8,339 10,493 Taxes payable 4,126 25,968 Other 26,497 21,201 Accrued liabilities $ 87,298 $ 121,915 |
Schedule of Other Long-Term Liabilities | As of (In thousands) October 3, 2021 January 3, 2021 Deferred revenue $ 41,528 $ 44,927 Long-term warranty reserves 43,014 52,540 Unrecognized tax benefits 15,048 12,584 Long-term pension liability 5,685 5,185 Long-term deferred tax liabilities 1,950 13,468 Long-term taxes payable 2,234 2,234 Related party liabilities 1,458 1,458 Other 26,552 25,201 Other long-term liabilities $ 137,469 $ 157,597 |
Schedule of Accumulated Other Comprehensive Income | As of (In thousands) October 3, 2021 January 3, 2021 Cumulative translation adjustment $ 9,625 $ 9,635 Net gain on long-term pension liability obligation (250) (250) Net gain on long-term derivative financial instrument — (570) Deferred taxes — (16) Accumulated other comprehensive income $ 9,375 $ 8,799 |
Business Divestitures (Tables)
Business Divestitures (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The assets and liabilities of the commercial projects that were sold in the transaction are summarized below: (In thousands) Accounts receivable, net $ 719 Prepaid expenses, other current assets, and cash 840 Property, plant and equipment, net 12,847 Total assets 14,406 Accrued liabilities 137 Short-term debt 614 Long-term debt 4,779 Other long-term liabilities 804 Total liabilities 6,334 Net assets $ 8,072 Net proceeds received were as follows: (In thousands) Purchase price $ 8,881 Transaction costs (105) Holdback receivables (369) Debt repaid directly by buyer (5,585) Net proceeds received $ 2,822 Net loss on sale for the nine months ended October 3, 2021 was as follows: (In thousands) Net proceeds received $ 2,822 Estimated receivable from amount held back for retained obligations 184 Book value of net assets sold (8,072) Net loss on sale $ (5,066) The assets and liabilities related to the residential leases that were sold are summarized below: (In thousands) Accounts receivable, net $ 253 Prepaid expenses and other current assets 825 Property, plant, and equipment, net 1,934 Solar power systems leased, net 186 Total assets 3,198 Accrued and other liabilities 106 Contract liabilities 332 Total liabilities 438 Net assets $ 2,760 Net proceeds received were as follows: (In thousands) Purchase price $ 8,500 Transaction costs (449) Net proceeds received $ 8,051 Net gain on sale for the nine months ended October 3, 2021 was as follows: (In thousands) Net proceeds received $ 8,051 Book value of net assets sold (2,760) Net gain on sale $ 5,291 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 October 3, 2021 and January 3, 2021: October 3, 2021 January 3, 2021 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Other long-term assets: Equity investments with fair value option ("FVO") $ 8,374 $ 8,374 $ — $ — $ 9,924 $ 9,924 $ — $ — Equity investments with readily determinable fair value 388,403 — — 388,403 614,148 — — 614,148 Total assets $ 396,777 $ 8,374 $ — $ 388,403 $ 624,072 $ 9,924 $ — $ 614,148 Liabilities Other long-term liabilities: Interest rate swap contracts 1 $ — $ — $ — $ — $ 600 $ — $ 600 $ — Total liabilities $ — $ — $ — $ — $ 600 $ — $ 600 $ — 1 Our interest rate swap contracts were related to our PNC Energy Capital loan and were terminated during the second quarter of fiscal 2021 (see Note 10. Debt and Credit Sources for details). |
Schedule of Equity Method Investment Movements | The following table summarizes movements in equity investments for the nine months ended October 3, 2021. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the nine months ended October 3, 2021. (In thousands) Beginning balance as of January 3, 2021 Equity Distribution 1 Additional Investment Other adjustment 2 Ending balance as of October 3, 2021 Equity investments with FVO $9,924 $(2,276) $— $ 726 $ 8,374 1 During the nine months ended October 3, 2021, we received $2.3 million in cash proceeds from SunStrong Partners. The distribution reduced our equity investment balance in SunStrong Partners classified within "other long-term assets" on our unaudited condensed consolidated balance sheet. 2 During the nine months ended October 3, 2021, we recognized $0.7 million gain on change in valuation of equity investments within "other, net" in our unaudited condensed consolidated statement of operations. The gain was primarily due to change in forecasted cash flows of SunStrong, resulting from the sale by us to SunStrong of certain commercial projects (Refer to Note 5. Business Divestitures |
Schedule of 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 October 3, 2021. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2021 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 8,374 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 8,374 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
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 unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Cumulative To Date January 2021 Restructuring Plan: Severance and benefits $ (75) $ — $ 3,533 $ — $ 3,533 Other costs 1 1 — 36 — 36 Total January 2021 Restructuring Plan 2 (74) — 3,569 — 3,569 December 2019 Restructuring Plan: Severance and benefits (26) (104) 793 2,784 10,826 Other costs 1 — — 112 — 159 Total December 2019 Restructuring Plan (26) (104) 905 2,784 10,985 Other Legacy Restructuring Plans (130) 7 (130) (46) 68,512 Total restructuring charges (credits) $ (230) $ (97) $ 4,344 $ 2,738 $ 83,066 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. 2 A portion of the costs related to the plan were primarily comprised of real estate lease termination costs, amounting to $2.5 million, and were classified as cost of revenues within our unaudited condensed consolidated statements of operations for the nine months ended October 3, 2021. |
Schedule of Restructuring Reserve | The following table summarizes the restructuring reserve activities during the nine months ended October 3, 2021: Nine months ended (In thousands) January 3, 2021 Charges (Benefits) (Payments) Recoveries October 3, 2021 January 2021 Restructuring Plan: Severance and benefits $ — $ 3,533 $ (1,938) $ 1,595 Other costs 1 — 36 (36) — Total January 2021 Restructuring Plan — 3,569 (1,974) 1,595 December 2019 Restructuring Plan: Severance and benefits 2,608 793 (2,458) 943 Other costs 1 — 112 (112) — Total December 2019 Restructuring Plan 2,608 905 (2,570) 943 Other Legacy Restructuring Plans 200 (130) (70) — Total restructuring reserve activities $ 2,808 $ 4,344 $ (4,614) $ 2,538 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 |
Oct. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Operating leases: Operating lease expense $ 3,200 $ 3,524 $ 10,615 $ 10,458 Sublease income (81) (111) (292) (166) Rent expense $ 3,119 $ 3,413 $ 10,323 $ 10,292 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 3,473 $ 7,117 $ 12,073 $ 14,314 Right-of-use assets obtained in exchange for leases $ 4,429 $ 8,362 $ 15,957 $ 21,786 Weighted-average remaining lease term (in years) - operating leases 6.1 7.5 6.1 7.5 Weighted-average discount rate - operating leases 8.7 % 9 % 8.7 % 9 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments to be paid under non-cancellable leases in effect as of October 3, 2021, are as follows (in thousands): As of October 3, 2021 Operating Leases 2021 (remaining three months) $ 3,920 2022 15,805 2023 12,933 2024 9,100 2025 5,463 Thereafter 16,406 Total lease payments 63,627 Less: imputed interest (14,919) Total $ 48,708 |
Schedule of Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f October 3, 2021 are as follows: (In thousands) Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Thereafter Total 1 Future purchase obligations $ 83,888 $ 125,175 $ 33,148 $ 1,710 $ 775 $ 5,307 $ 250,003 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three and nine months ended October 3, 2021 and September 27, 2020: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Balance at the beginning of the period $ 66,785 $ 92,399 $ 81,877 $ 101,380 Accruals for warranties issued during the period 3,791 5,682 15,641 13,356 Settlements and adjustments during the period (5,921) (9,688) (32,863) (26,343) Balance at the end of the period $ 64,655 $ 88,393 $ 64,655 $ 88,393 |
Equity Investments (Tables)
Equity Investments (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The carrying value of our equity investments, classified as "other long-term assets" on our unaudited condensed consolidated balance sheets, are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 388,403 $ 614,148 Total equity investments with readily determinable fair value 1 388,403 614,148 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 679 679 Total equity investments without readily determinable fair value 801 801 Equity investments with fair value option: SunStrong Capital Holdings, LLC 8,374 7,645 SunStrong Partners, LLC — 2,279 Total equity investment with fair value option 8,374 9,924 Total equity investments $ 397,578 $ 624,873 1 During the three months ended October 3, 2021, we sold one million shares of Enphase common stock for cash proceeds. As of October 3, 2021, we currently have two million shares of Enphase common stock within current assets as short-term investments, and 0.5 million shares of Enphase common stock within other long-term assets. Refer to Note 6. Fair Value Measurements and Note 4. Balance Sheet Components for details. |
Schedule of Other Ownership Interests | 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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Summarized statements of operations information: Revenues $ 34,363 $ 31,299 $ 100,157 $ 90,056 Gross income (loss) 1,188 1,057 3,409 (5,839) Net (loss) income 2,440 13,596 (40,633) 35,019 As of (In thousands) October 3, 2021 January 3, 2021 Summarized balance sheet information: Current assets $ 87,197 $ 93,752 Long-term assets 1,536,690 1,378,382 Current liabilities 62,839 48,126 Long-term liabilities 1,219,489 1,130,484 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. |
Schedule of Related Party Transactions | The following are balances and transactions entered into with Total and its affiliates. As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 289 $ 76 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenue: Solar power systems, components, and other $ 11,275 $ 34,465 $ 48,652 $ 98,244 Cost of revenue: Solar power systems, components, and other 11,945 26,177 43,762 70,501 Other income: Gain on early retirement of convertible debt — 104 — 1,954 Interest expense: Guarantee fees incurred under the Credit Support Agreement — — — 13 Interest expense incurred on the 0.875% debentures due 2021 — 384 — 1,216 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions and balances with SunStrong and SunStrong Partners are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 31,302 $ 16,767 Accrued liabilities — 7,996 Contract liabilities 29,033 27,426 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenues and fees received from investees for products/services $ 60,073 $ 47,378 $ 160,195 $ 146,570 (Gain) loss on business divestitures, net 1 — — (224) — 1 The gain relates to the net impact of the sales of businesses to SunStrong during the second quarter of fiscal 2021. Refer to Note 5. Business Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the three and nine months ended October 3, 2021: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 October 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 61,967 $ 167,313 Research and development expenses reimbursement received $ 7,736 $ 25,759 Income from transition services agreement, net $ 468 $ 5,211 The Company had the following balances related to transactions with Maxeon Solar as of October 3, 2021: As of (In thousands) October 3, 2021 Prepaid and other current assets $ 2,265 Accrued liabilities $ 7,838 Accounts payable $ 29,906 Other long-term liabilities $ 1,458 |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our unaudited condensed consolidated balance sheets: October 3, 2021 January 3, 2021 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ — $ 62,634 $ 62,531 $ — $ 62,531 4.00% debentures due 2023 1 424,995 — 423,370 423,370 425,000 — 422,443 422,443 CEDA loan — — — — 30,000 — 29,219 29,219 Other debt 109,445 66,304 42,082 108,386 126,283 97,059 27,228 124,287 $ 534,440 $ 66,304 $ 465,452 $ 531,756 $ 643,917 $ 159,590 $ 478,890 $ 638,480 1 The 4.00% debentures due 2023 with original principal amount of $425.0 million was reduced by $5.0 thousand during the first quarter of fiscal 2021 due to a bond conversion during the quarter. The following presents a summary of the other debt arrangements: Aggregate Carrying Value 1 (In thousands) October 3, 2021 January 3, 2021 Balance Sheet Classification Recourse Debt: PNC Energy Capital loan 2 $ — $ 5,545 Short-term debt and Long-term debt Asset-Backed Loan $ 41,662 $ 32,690 Long-term debt Safe Harbor $ 62,417 $ 75,910 Short-term debt Total Recourse Debt $ 104,079 $ 114,145 Non-Recourse Debt: Vendor financing and other debt $ 4,307 $ 560 Short-term debt and Long-term debt Construction project debt $ — $ 9,583 Short-term debt Total Non-Recourse Debt $ 4,307 $ 10,143 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. 2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%. These debt obligations, and corresponding interest rate swap contracts, were assumed by the buyer in our sale of commercial projects portfolio during the second quarter of fiscal 2021 (see Note 5. Business Divestitures for additional details). |
Schedule of Maturities of Debt | As of October 3, 2021, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2021 (remaining three months) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Thereafter Total Aggregate future maturities of outstanding debt $ 67,210 $ 65 $ 425,064 $ 41,839 $ 76 $ 186 $ 534,440 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: October 3, 2021 January 3, 2021 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ 62,531 $ 62,634 $ 64,018 4.00% debentures due 2023 423,370 424,995 543,739 422,443 425,000 549,398 $ 423,370 $ 424,995 $ 543,739 $ 484,974 $ 487,634 $ 613,416 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. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following are balances and transactions entered into with Total and its affiliates. As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 289 $ 76 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenue: Solar power systems, components, and other $ 11,275 $ 34,465 $ 48,652 $ 98,244 Cost of revenue: Solar power systems, components, and other 11,945 26,177 43,762 70,501 Other income: Gain on early retirement of convertible debt — 104 — 1,954 Interest expense: Guarantee fees incurred under the Credit Support Agreement — — — 13 Interest expense incurred on the 0.875% debentures due 2021 — 384 — 1,216 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions and balances with SunStrong and SunStrong Partners are as follows: As of (In thousands) October 3, 2021 January 3, 2021 Accounts receivable $ 31,302 $ 16,767 Accrued liabilities — 7,996 Contract liabilities 29,033 27,426 Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Revenues and fees received from investees for products/services $ 60,073 $ 47,378 $ 160,195 $ 146,570 (Gain) loss on business divestitures, net 1 — — (224) — 1 The gain relates to the net impact of the sales of businesses to SunStrong during the second quarter of fiscal 2021. Refer to Note 5. Business Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the three and nine months ended October 3, 2021: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 October 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 61,967 $ 167,313 Research and development expenses reimbursement received $ 7,736 $ 25,759 Income from transition services agreement, net $ 468 $ 5,211 The Company had the following balances related to transactions with Maxeon Solar as of October 3, 2021: As of (In thousands) October 3, 2021 Prepaid and other current assets $ 2,265 Accrued liabilities $ 7,838 Accounts payable $ 29,906 Other long-term liabilities $ 1,458 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Income (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) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Basic net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (84,376) $ 109,450 $ (57,554) $ 186,880 Net (loss) income attributable to stockholders - discontinued operations — (64,824) — (124,307) Net (loss) income attributable to stockholders $ (84,376) $ 44,626 $ (57,554) $ 62,573 Denominator: Basic weighted-average common shares 172,885 170,113 172,242 169,646 Basic net (loss) income per share - continuing operations $ (0.49) $ 0.64 $ (0.33) $ 1.10 Basic net (loss) income per share - discontinued operations — (0.38) — (0.73) Basic net (loss) income per share $ (0.49) $ 0.26 $ (0.33) $ 0.37 Diluted net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (84,376) $ 109,450 $ (57,554) $ 186,880 Add: Interest expense on 0.875% debentures due 2021, net of tax — 467 — 1,507 Add: Interest expense on 4.00% debentures due 2023, net of tax — 3,358 — 10,066 Net (loss) income available to common stockholders - continuing operations (84,376) 113,275 $ (57,554) $ 198,453 Net (loss) income available to common stockholders - discontinued operations $ — $ (64,824) $ — $ (124,307) Denominator: Basic weighted-average common shares 172,885 170,113 172,242 169,646 Effect of dilutive securities: Restricted stock units — 3,560 — 3,354 0.875% debentures due 2021 — 7,785 — 10,056 4.00% debentures due 2023 — 17,068 — 17,068 Dilutive weighted-average common shares: 172,885 198,526 172,242 200,124 Dilutive net (loss) income per share - continuing operations $ (0.49) $ 0.57 $ (0.33) $ 0.99 Dilutive net (loss) income per share - discontinued operations — (0.33) — (0.62) Dilutive net (loss) income per share $ (0.49) $ 0.24 $ (0.33) $ 0.37 |
Schedule of Outstanding Anti-dilutive Potential Common Stock Excluded from Income (Loss) Per Share | The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income per share attributable to stockholders in the following periods: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Restricted stock units 1,053 382 1,155 4,774 4.00% debentures due 2023 — — 17,068 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule 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 unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Cost of revenues $ 1,049 $ 968 $ 3,021 $ 2,154 Research and development 624 38 2,450 575 Sales, general, and administrative 3,053 3,448 14,305 10,657 Total stock-based compensation expense $ 4,726 $ 4,454 $ 19,776 $ 13,386 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The following tables present segment results for the three and nine months ended October 3, 2021 for revenues, 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 revenues by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended October 3, 2021 September 27, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 274,747 $ 36,596 $ 980 $ 190,480 $ 73,790 $ 2,688 Power Co 6,888 3,728 697 7,230 544 75 Intersegment revenue — — — — — 7,293 Total segment revenues as reviewed by CODM $ 281,635 $ 40,324 $ 1,677 $ 197,710 $ 74,334 $ 10,056 Segment gross profit as reviewed by CODM $ 63,108 $ (2,387) $ (19) $ 34,779 $ 5,120 $ (3,168) Adjusted EBITDA $ 30,825 $ (8,133) $ (649) $ 15,521 $ 1,228 $ (3,192) Nine Months Ended October 3, 2021 September 27, 2020 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 753,429 $ 139,486 $ 7,320 $ 571,236 $ 167,544 $ 2,954 Power Co 20,262 15,277 2,562 18,904 7,721 19,846 Intersegment revenue — — (11) — — 32,815 Total segment revenues as reviewed by CODM $ 773,691 $ 154,763 $ 9,871 $ 590,140 $ 175,265 $ 55,615 Segment gross profit as reviewed by CODM $ 173,239 $ 2,527 $ 5,013 $ 94,501 $ 14,533 $ (18,906) Adjusted EBITDA $ 83,771 $ (13,125) $ 3,615 $ 31,346 $ (1,244) $ (19,278) |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of Segment Revenues to Unaudited Condensed Consolidated GAAP Revenues Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Total segment revenues as reviewed by CODM $ 323,636 $ 282,100 $ 938,325 $ 821,020 Adjustments to segment revenues: Intersegment elimination — (7,294) 11 (32,816) Legacy utility and power plant projects — — — 207 Construction revenue on solar services contracts — — — (5,392) Results of operations of legacy business to be exited — — 625 — Unaudited Condensed consolidated GAAP revenues $ 323,636 $ 274,806 $ 938,961 $ 783,019 Reconciliation of Segment Gross Profit to Unaudited Condensed Consolidated GAAP Gross Profit Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Segment gross profit $ 60,702 $ 36,731 $ 180,779 $ 90,128 Adjustments to segment gross profit: Intersegment elimination (83) 1,752 785 11,604 Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Gain (loss) on sale and impairment of residential lease assets 249 469 1,262 1,375 Construction revenue on solar services contracts — — — (4,735) Stock-based compensation expense (1,055) (623) (3,011) (1,653) Amortization of intangible assets — (1,189) — (4,757) Gain (loss) on business divestitures, net (81) — (81) — Results of operations of legacy business to be exited (82) — (9,179) — Unaudited Condensed consolidated GAAP gross profit $ 59,650 $ 37,140 $ 170,555 $ 91,976 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Segment adjusted EBITDA $ 22,043 $ 13,557 $ 74,261 $ 10,824 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — — — 34 Legacy sale-leaseback transactions — — — (20) Mark-to-market gain (loss) on equity investments (86,254) 155,431 (47,238) 274,362 Gain (loss) on sale and impairment of residential lease assets 249 83 6,219 1,122 Construction revenue on solar services contracts — — — (4,734) Stock-based compensation expense (4,726) (4,454) (19,776) (13,387) Amortization of intangible assets — (1,189) — (4,759) Gain (loss) on business divestitures, net (81) — 143 10,529 Transaction-related costs (1,328) — (1,683) (1,862) Executive transition costs (827) — (1,329) — Business reorganization costs (1,045) — (2,903) — Restructuring credits (charges) 230 97 (4,344) (2,738) Results of operations of legacy business to be exited (82) — (9,179) — Litigation (1,623) (395) (10,326) (880) Gain on convertible debt repurchased — 104 — 3,060 Net loss (income) attributable to noncontrolling interests 69 230 (1,482) (2,512) Cash interest expense, net of interest income (6,628) (6,918) (22,149) (24,102) Depreciation and amortization (1,929) (5,156) (8,757) (12,589) Corporate (4,569) (4,985) (15,486) (9,264) (Loss) Income before income taxes and equity in loss of unconsolidated investees $ (86,501) $ 146,405 $ (64,029) $ 223,084 |
Transactions With Total and T_3
Transactions With Total and Total Energies SE - Narrative (Details) - Total - USD ($) $ / shares in Units, $ in Billions | Oct. 03, 2021 | Dec. 31, 2011 | Jun. 30, 2011 |
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 51.00% | ||
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) | $ 23.25 | ||
Cash tender offer | $ 1.4 | ||
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) | $ 8.80 | ||
Number of shares of common stock issued and sold (in shares) | 18,600,000 |
Transactions With Total and T_4
Transactions With Total and Total Energies SE - Supply Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Related-Party Transactions with Total and its Affiliates | Total | ||||
Related Party Transaction [Line Items] | ||||
Solar power systems, components, and other | $ 11.3 | $ 34.3 | $ 48.7 | $ 65.7 |
Transactions With Total and T_5
Transactions With Total and Total Energies SE - Affiliation Agreement (Details) | Oct. 03, 2021 | Oct. 03, 2021 | Oct. 29, 2021directormember | Apr. 19, 2021member |
Total | ||||
Related Party Transaction [Line Items] | ||||
Ownership after sale of stock, percentage | 51.00% | |||
Standstill Agreements | Total | ||||
Related Party Transaction [Line Items] | ||||
Ownership after sale of stock, percentage | 15.00% | |||
Limitations on transfer of outstanding shares, percentage | 0.40 | |||
Standstill Agreements | Total | Maximum | Sunpower Acquisition by Total | ||||
Related Party Transaction [Line Items] | ||||
Percentage of voting interests acquired in business acquisition | 100.00% | 100.00% | ||
April Affiliation Agreement Amendment | ||||
Related Party Transaction [Line Items] | ||||
Number of members included | 11 | |||
April Affiliation Agreement Amendment | Director | ||||
Related Party Transaction [Line Items] | ||||
Number of members designated by total | 6 | |||
Number of board members not designated by total | 3 | |||
October Affiliation Agreement Amendment | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Number of members included | 11 | |||
Remaining number of members | 9 | |||
Number of members resigned, designated by total | 1 | |||
October Affiliation Agreement Amendment | Director | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Independent director | director | 1 | |||
Additional independent directors resigned | director | 1 |
Transactions With Total and T_6
Transactions With Total and Total Energies SE - 0.875% Debentures Due 2021 (Details) | Sep. 01, 2020$ / shares | Jun. 30, 2014USD ($)$ / shares | Oct. 03, 2021USD ($) | Jun. 30, 2021USD ($) | Jan. 03, 2021USD ($) |
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 534,440,000 | ||||
Convertible debt: | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | 424,995,000 | $ 487,634,000 | |||
0.875% debentures due 2021 | Convertible debt: | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 0.875% | ||||
Debt face amount | $ 400,000,000 | $ 0 | 62,634,000 | ||
Conversion ratio | 0.0251388 | 0.0205071 | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 39.78 | $ 48.76 | |||
Debt instrument, repurchase amount | $ 337,400,000 | ||||
Long-term debt | $ 62,500,000 | ||||
0.875% debentures due 2021 | Convertible debt: | Total | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 250,000,000 | ||||
Long-term debt | $ 0 |
Transactions With Total and T_7
Transactions With Total and Total Energies SE - 4.00% Debentures Due 2023 (Details) | Sep. 01, 2020$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Oct. 03, 2021USD ($) | Jan. 03, 2021USD ($) |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 534,440,000 | |||
Convertible debt: | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | 424,995,000 | $ 487,634,000 | ||
4.00% debentures due 2023 | Convertible debt: | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 4.00% | |||
Debt face amount | $ 425,000,000 | $ 424,995,000 | $ 425,000,000 | |
Conversion ratio | 0.0401552 | 0.0327568 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 24.90 | $ 30.53 | ||
Shares issued upon conversion (in shares) | shares | 4,015,515 | |||
4.00% debentures due 2023 | Total | Convertible debt: | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 100,000,000 |
Transactions With Total and T_8
Transactions With Total and Total Energies SE - Joint Solar Projects with Total and its Affiliates (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 31,302 | $ 16,767 |
Accounts receivable | Total | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 300 | |
Related-Party Transactions with Total and its Affiliates | Total | ||
Related Party Transaction [Line Items] | ||
Contract assets | 47,600 | |
Contract liabilities | 1,800 | |
Accounts receivable | $ 289 | $ 76 |
Transactions With Total and T_9
Transactions With Total and Total Energies SE - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 31,302 | $ 16,767 |
Total | Related-Party Transactions with Total and its Affiliates | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 289 | $ 76 |
Transactions With Total and _10
Transactions With Total and Total Energies SE - Revenue from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Dec. 31, 2015 | Jun. 30, 2014 | |
0.875% debentures due 2021 | Convertible debt: | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 0.875% | |||||
4.00% debentures due 2023 | Convertible debt: | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 4.00% | |||||
Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Solar power systems, components, and other | $ 11,300 | $ 34,300 | $ 48,700 | $ 65,700 | ||
Revenue: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Solar power systems, components, and other | 11,275 | 34,465 | 48,652 | 98,244 | ||
Cost of revenue: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Solar power systems, components, and other | 11,945 | 26,177 | 43,762 | 70,501 | ||
Other income: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Gain on early retirement of convertible debt | 0 | 104 | 0 | 1,954 | ||
Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | 0.875% debentures due 2021 | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | 0 | 384 | 0 | 1,216 | ||
Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | 4.00% debentures due 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | 1,000 | 1,000 | 3,000 | 3,000 | ||
Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | Credit Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 0 | $ 0 | $ 0 | $ 13 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 323,636 | $ 274,806 | $ 938,961 | $ 783,019 |
Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 281,635 | 197,785 | 773,692 | 584,764 |
Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40,324 | 74,258 | 154,762 | 175,264 |
Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,677 | 2,763 | 10,507 | 22,991 |
Solar power systems sales and EPC services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 314,542 | 267,544 | 911,914 | 741,853 |
Solar power systems sales and EPC services | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 276,606 | 191,016 | 757,983 | 568,303 |
Solar power systems sales and EPC services | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 36,956 | 73,840 | 145,986 | 170,403 |
Solar power systems sales and EPC services | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 980 | 2,688 | 7,945 | 3,147 |
Operations and maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,065 | 75 | 11,338 | 23,463 |
Operations and maintenance | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operations and maintenance | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,368 | 0 | 8,776 | 3,619 |
Operations and maintenance | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 697 | 75 | 2,562 | 19,844 |
Residential leasing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,291 | 1,284 | 3,765 | 3,937 |
Residential leasing | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,291 | 1,284 | 3,765 | 3,937 |
Residential leasing | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Residential leasing | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Solar services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,738 | 5,903 | 11,944 | 13,766 |
Solar services | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,738 | 5,485 | 11,944 | 12,524 |
Solar services | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 418 | 0 | 1,242 |
Solar services | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue or cost impact threshold | $ 1 | $ 1 | $ 1 | $ 1 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Net Change in Estimate (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021USD ($)project | Sep. 27, 2020USD ($)project | Oct. 03, 2021USD ($)project | Sep. 27, 2020USD ($)project | |
Revenue from Contract with Customer [Abstract] | ||||
Increase in revenue from net changes in transaction prices | $ 0 | $ 1,142 | $ 2,131 | $ 834 |
Decrease in revenue from net changes in input cost estimates | 0 | (1,041) | (2,084) | (1,092) |
Net increase (decrease) in revenue from net changes in estimates | $ 0 | $ 101 | $ 47 | $ (258) |
Number of projects | project | 0 | 2 | 3 | 4 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 0.00% | 0.30% | 0.60% | (0.20%) |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Contract assets | $ 94,115 | $ 94,115 | $ 122,802 | ||
Contract liabilities | 98,756 | 98,756 | $ 102,594 | ||
Increase (decrease) in contract with customer, liability, including addbacks | 5,000 | $ (2,000) | (3,800) | $ (6,700) | |
Revenue recognized | 32,000 | 26,900 | 43,700 | 78,400 | |
Commercial and Industrial Solutions | |||||
Disaggregation of Revenue [Line Items] | |||||
Increase (decrease) in contract assets | $ (4,200) | $ 5,700 | $ (28,700) | $ 4,500 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Millions | 9 Months Ended |
Oct. 03, 2021USD ($) | |
Various Distribution Generation Projects | |
Disaggregation of Revenue [Line Items] | |
Percentage of revenue recognized | 92.20% |
Solar power systems sales and EPC services | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 152 |
Modules and components | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 357.3 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 127,006 | $ 124,402 |
Less: allowance for credit losses | (14,678) | (15,379) |
Less: allowance for sales returns | (269) | (159) |
Accounts receivable, net | 112,059 | $ 108,864 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 64,900 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 14,997 | $ 19,485 | $ 15,379 | $ 17,208 |
Provision for credit losses | 37 | (2,568) | 228 | 998 |
Write-offs | (356) | 69 | (929) | (1,220) |
Balance at end of period | $ 14,678 | $ 16,986 | $ 14,678 | $ 16,986 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Debt Instrument [Line Items] | ||
Photo-voltaic modules | $ 178,957 | $ 170,013 |
Microinverters | 13,467 | 16,774 |
Energy Storage | 24,709 | 4,548 |
Other solar power system component materials | 24,292 | 19,247 |
Inventories | 241,425 | $ 210,582 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Inventory, gross | $ 176,600 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred project costs | $ 38,391 | $ 26,996 | |
VAT receivables, current portion | 973 | 1,174 | |
Deferred costs for solar power systems | 19,869 | 24,526 | |
Prepaid taxes | 107 | 205 | |
Related party receivables | 4,955 | 9,891 | |
Other | 29,086 | 31,459 | |
Prepaid expenses and other current assets | [1] | $ 93,381 | $ 94,251 |
[1] | We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (" |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 116,246 | $ 137,543 |
Less: accumulated depreciation and impairment | (86,495) | (90,777) |
Property, plant and equipment, net | 29,751 | 46,766 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,352 | 17,134 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,256 | 29,385 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,601 | 30,110 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 53,854 | 49,935 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,855 | 7,899 |
Work-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,328 | $ 3,080 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-term Assets (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Equity investments with readily determinable fair value | $ 77,683 | $ 614,148 | |
Equity investments without readily determinable fair value | 801 | 801 | |
Equity investments with fair value option | 8,374 | 9,924 | |
Long-term inventory | 0 | 27,085 | |
Cloud computing arrangements implementation costs | 8,204 | 0 | |
Software development costs | 2,468 | 0 | |
Long-term related party receivables | 11,000 | 0 | |
Long-term deferred project costs | 11,202 | 5,758 | |
Long-term prepaid taxes | 4,145 | 3,677 | |
Other | 26,328 | 35,016 | |
Other long-term assets | [1] | $ 150,205 | $ 696,409 |
[1] | We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (" |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and employee benefits | $ 20,327 | $ 23,312 |
Interest payable | 3,830 | 8,796 |
Short-term warranty reserves | 21,641 | 29,337 |
Restructuring reserve | 2,538 | 2,808 |
Legal expenses | 8,339 | 10,493 |
Taxes payable | 4,126 | 25,968 |
Other | 26,497 | 21,201 |
Accrued liabilities | $ 87,298 | $ 121,915 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 41,528 | $ 44,927 | |
Long-term warranty reserves | 43,014 | 52,540 | |
Unrecognized tax benefits | 15,048 | 12,584 | |
Long-term pension liability | 5,685 | 5,185 | |
Long-term deferred tax liabilities | 1,950 | 13,468 | |
Long-term taxes payable | 2,234 | 2,234 | |
Related party liabilities | 1,458 | 1,458 | |
Other | 26,552 | 25,201 | |
Other long-term liabilities | [1] | $ 137,469 | $ 157,597 |
[1] | We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (" |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Cumulative translation adjustment | $ 9,625 | $ 9,635 |
Net gain on long-term pension liability obligation | (250) | (250) |
Net gain on long-term derivative financial instrument | 0 | (570) |
Deferred taxes | 0 | (16) |
Accumulated other comprehensive income | $ 9,375 | $ 8,799 |
Business Divestitures - Narrati
Business Divestitures - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jul. 04, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on disposition | $ 0 | $ 0 | $ 224 | $ 10,458 | |
Commercial Projects | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total consideration | 8,881 | 8,881 | $ 8,900 | ||
Net cash consideration | 2,822 | 2,822 | 2,800 | ||
Holdback receivables | (369) | (369) | (400) | ||
Debt repaid directly by buyer | (5,585) | (5,585) | (5,600) | ||
Gain (loss) on disposition | (5,100) | (5,100) | |||
Transaction expense | 100 | 100 | |||
Residential Leases | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total consideration | 8,500 | 8,500 | $ 8,500 | ||
Net cash consideration | 8,051 | 8,051 | |||
Gain (loss) on disposition | 5,300 | 5,300 | |||
Transaction expense | $ 400 | $ 400 |
Business Divestitures - Assets
Business Divestitures - Assets and Liabilities (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Oct. 03, 2021USD ($) |
Commercial Projects | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts receivable, net | $ 719 |
Prepaid expenses, other current assets, and cash | 840 |
Property, plant and equipment, net | 12,847 |
Total assets | 14,406 |
Accrued liabilities | 137 |
Short-term debt | 614 |
Long-term debt | 4,779 |
Other long-term liabilities | 804 |
Total liabilities | 6,334 |
Net assets | 8,072 |
Residential Leases | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts receivable, net | 253 |
Prepaid expenses, other current assets, and cash | 825 |
Property, plant and equipment, net | 1,934 |
Solar power systems leased, net | 186 |
Total assets | 3,198 |
Accrued liabilities | 106 |
Contract liabilities | 332 |
Total liabilities | 438 |
Net assets | $ 2,760 |
Business Divestitures - Proceed
Business Divestitures - Proceeds Received (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | Oct. 03, 2021 | Jul. 04, 2021 |
Commercial Projects | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | $ 8,881 | $ 8,900 |
Transaction costs | (105) | |
Holdback receivables | (369) | (400) |
Debt repaid directly by buyer | (5,585) | (5,600) |
Net proceeds received | 2,822 | 2,800 |
Residential Leases | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | 8,500 | $ 8,500 |
Transaction costs | (449) | |
Net proceeds received | $ 8,051 |
Business Divestitures - Net Gai
Business Divestitures - Net Gain (Loss) on Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2021 | Jul. 04, 2021 | |
Commercial Projects | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds received | $ 2,822 | $ 2,800 |
Estimated receivable from amount held back for retained obligations | 184 | |
Book value of net assets sold | (8,072) | |
Net gain(loss) on sale | (5,066) | |
Residential Leases | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds received | 8,051 | |
Book value of net assets sold | (2,760) | |
Net gain(loss) on sale | $ 5,291 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Other long-term assets: | ||
Equity investments with readily determinable fair value | $ 77,683 | $ 614,148 |
Total assets | 396,777 | 624,072 |
Other long-term liabilities: | ||
Total liabilities | 0 | 600 |
Level 3 | ||
Other long-term assets: | ||
Total assets | 8,374 | 9,924 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Other long-term assets: | ||
Total assets | 0 | 0 |
Other long-term liabilities: | ||
Total liabilities | 0 | 600 |
Level 1 | ||
Other long-term assets: | ||
Total assets | 388,403 | 614,148 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Other long-term assets: | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 8,374 | 9,924 |
Equity investments with readily determinable fair value | 388,403 | 614,148 |
Other long-term assets: | Level 3 | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 8,374 | 9,924 |
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 | 388,403 | 614,148 |
Other long-term liabilities: | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 0 | 600 |
Other long-term liabilities: | Level 3 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 0 | 0 |
Other long-term liabilities: | Level 2 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 0 | 600 |
Other long-term liabilities: | Level 1 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | $ 0 | $ 0 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments Activity (Details) $ in Thousands | 9 Months Ended |
Oct. 03, 2021USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Gain on change in valuation of equity method investments | $ 700 |
SunStrong Partners, LLC | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Proceeds from equity method investee | 2,300 |
Equity investments with FVO | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance as of January 3, 2021 | 9,924 |
Equity Distribution | (2,276) |
Additional Investment | 0 |
Other adjustment | 726 |
Ending balance as of October 3, 2021 | $ 8,374 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Significant Unobservable Input Sensitivity (Details) - Equity investments - Level 3 $ in Thousands | Oct. 03, 2021USD ($) |
Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Total assets | $ 8,374 |
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 | 0.125 |
Measurement Input, Default Rate | Maximum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.13 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Aug. 09, 2018 | Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Unrealized gain (loss) on investments | $ (86.3) | $ 155.4 | $ (48) | $ 274.4 | |
Enphase Shares | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Shares issuable to the company at closing of agreement (in shares) | 7,500,000 | ||||
Investment shares sold (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | |
Proceeds from sale of equity investment | $ 177.8 | $ 73.3 | $ 177.8 | $ 117 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2021USD ($)counterpartyMember | Oct. 03, 2021USD ($) | Apr. 04, 2021USD ($)employee | Sep. 27, 2020USD ($) | Dec. 29, 2019employee | Oct. 03, 2021USD ($) | Sep. 27, 2020USD ($) | Jun. 30, 2020employee | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ (230) | $ (97) | $ 4,344 | $ 2,738 | ||||
Number of independent third parties in agreement | counterpartyMember | 2 | |||||||
January 2021 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 1,200 | |||||||
Restructuring incurred cost | 3,600 | |||||||
December 2019 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring incurred cost | 11,000 | |||||||
Facility Closing | January 2021 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 170 | |||||||
Facility Closing | January 2021 Restructuring Plan: | Minimum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and related cost, exiting period | 3 months | |||||||
Facility Closing | January 2021 Restructuring Plan: | Maximum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring and related cost, exiting period | 6 months | |||||||
Spinoff | January 2021 Restructuring Plan: | Minimum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 7,000 | |||||||
Severance costs | 4,000 | |||||||
Real estate lease termination and other associated costs | 3,000 | |||||||
Spinoff | January 2021 Restructuring Plan: | Maximum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 9,000 | |||||||
Severance costs | $ 5,000 | |||||||
Real estate lease termination and other associated costs | $ 4,000 | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 145 | |||||||
Restructuring and related cost, exiting period | 12 months | |||||||
Reorganization, number of jobs affected as a percentage of global workforce | 3.00% | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 65 | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 80 | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 160 | |||||||
Restructuring and related cost, exiting period | 18 months | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 70 | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 90 |
Restructuring - Cost (Details)
Restructuring - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | $ (230) | $ (97) | $ 4,344 | $ 2,738 |
Cumulative To Date | 83,066 | 83,066 | ||
January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (74) | 0 | 3,569 | 0 |
Cumulative To Date | 3,569 | 3,569 | ||
January 2021 Restructuring Plan: | Cost of Revenue | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 2,500 | |||
December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (26) | (104) | 905 | 2,784 |
Cumulative To Date | 10,985 | 10,985 | ||
Other Legacy Restructuring Plans | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (130) | 7 | (130) | (46) |
Cumulative To Date | 68,512 | 68,512 | ||
Severance and benefits | January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (75) | 0 | 3,533 | 0 |
Cumulative To Date | 3,533 | 3,533 | ||
Severance and benefits | December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (26) | (104) | 793 | 2,784 |
Cumulative To Date | 10,826 | 10,826 | ||
Other costs | January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 1 | 0 | 36 | 0 |
Cumulative To Date | 36 | 36 | ||
Other costs | December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 0 | $ 0 | 112 | $ 0 |
Cumulative To Date | $ 159 | $ 159 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | $ 2,808 | |||
Charges (Benefits) | $ (230) | $ (97) | 4,344 | $ 2,738 |
(Payments) Recoveries | (4,614) | |||
Restructuring reserve, end | 2,538 | 2,538 | ||
January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | (74) | 0 | 3,569 | 0 |
(Payments) Recoveries | (1,974) | |||
Restructuring reserve, end | 1,595 | 1,595 | ||
December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 2,608 | |||
Charges (Benefits) | (26) | (104) | 905 | 2,784 |
(Payments) Recoveries | (2,570) | |||
Restructuring reserve, end | 943 | 943 | ||
Other Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 200 | |||
Charges (Benefits) | (130) | 7 | (130) | (46) |
(Payments) Recoveries | (70) | |||
Restructuring reserve, end | 0 | 0 | ||
Severance and benefits | January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | (75) | 0 | 3,533 | 0 |
(Payments) Recoveries | (1,938) | |||
Restructuring reserve, end | 1,595 | 1,595 | ||
Severance and benefits | December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 2,608 | |||
Charges (Benefits) | (26) | (104) | 793 | 2,784 |
(Payments) Recoveries | (2,458) | |||
Restructuring reserve, end | 943 | 943 | ||
Other costs | January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 1 | 0 | 36 | 0 |
(Payments) Recoveries | (36) | |||
Restructuring reserve, end | 0 | 0 | ||
Other costs | December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 0 | $ 0 | 112 | $ 0 |
(Payments) Recoveries | (112) | |||
Restructuring reserve, end | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Loss Contingencies [Line Items] | ||||
Operating lease expense | $ 3,200 | $ 3,524 | $ 10,615 | $ 10,458 |
Sublease income | (81) | (111) | (292) | (166) |
Rent expense | 3,119 | 3,413 | 10,323 | 10,292 |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows for operating leases | 3,473 | 7,117 | 12,073 | 14,314 |
Right-of-use assets obtained in exchange for leases | $ 4,429 | $ 8,362 | $ 15,957 | $ 21,786 |
Weighted-average remaining lease term (in years) - operating leases | 6 years 1 month 6 days | 7 years 6 months | 6 years 1 month 6 days | 7 years 6 months |
Weighted-average discount rate - operating leases | 8.70% | 9.00% | 8.70% | 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 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Oct. 03, 2021USD ($) |
Operating Leases | |
2021 (remaining three months) | $ 3,920 |
2022 | 15,805 |
2023 | 12,933 |
2024 | 9,100 |
2025 | 5,463 |
Thereafter | 16,406 |
Total lease payments | 63,627 |
Less: imputed interest | (14,919) |
Total | $ 48,708 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitment (Details) $ in Thousands | 9 Months Ended |
Oct. 03, 2021USD ($) | |
Future purchase obligations | |
Fiscal 2021 (remaining three months) | $ 83,888 |
Fiscal 2022 | 125,175 |
Fiscal 2023 | 33,148 |
Fiscal 2024 | 1,710 |
Fiscal 2025 | 775 |
Thereafter | 5,307 |
Total | 250,003 |
Future purchase obligations related to non-cancellable purchase orders | 25,800 |
Future purchase obligations related to long-term supply agreements | $ 224,200 |
Commitments and Contingencies_4
Commitments and Contingencies - Narrative (Details) $ in Thousands | Oct. 03, 2021USD ($)vendor | Jan. 03, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase commitments, number of vendors | vendor | 1 | |
Extended product warranty accrual, current | $ 7,500 | $ 9,100 |
Extended product warranty accrual, noncurrent | 2,700 | 3,100 |
Unrecognized tax benefits | 15,048 | 12,584 |
Income tax contingencies | 9,600 | $ 9,400 |
Contractual obligation, to be paid, 2021 | 31,600 | |
Contractual obligation, to be paid, 2022 | 125,800 | |
Contract liabilities gross of prepayment | 61,600 | |
Estimated litigation liability | $ 4,300 |
Commitments and Contingencies_5
Commitments and Contingencies - Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Balance at the beginning of the period | $ 66,785 | $ 92,399 | $ 81,877 | $ 101,380 |
Accruals for warranties issued during the period | 3,791 | 5,682 | 15,641 | 13,356 |
Settlements and adjustments during the period | (5,921) | (9,688) | (32,863) | (26,343) |
Balance at the end of the period | $ 64,655 | $ 88,393 | $ 64,655 | $ 88,393 |
Equity Investments - Equity Met
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments with readily determinable fair value | $ 77,683 | $ 77,683 | $ 614,148 | ||
Equity investments without readily determinable fair value: | 801 | 801 | 801 | ||
Equity investments with fair value option | 8,374 | 8,374 | 9,924 | ||
Total equity investments | $ 397,578 | $ 397,578 | 624,873 | ||
Enphase Shares | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment shares sold (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | |
Enphase Energy, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments with readily determinable fair value | $ 388,403 | $ 388,403 | 614,148 | ||
Owned shares, reclassified to current assets (in shares) | 2,000,000 | 2,000,000 | |||
Owned shares, reclassified to other long term assets (in shares) | 500,000 | 500,000 | |||
Project entities | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments without readily determinable fair value: | $ 122 | $ 122 | 122 | ||
Other equity investments without readily determinable fair value | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments without readily determinable fair value: | 679 | 679 | 679 | ||
SunStrong Capital Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments with fair value option | 8,374 | 8,374 | 7,645 | ||
SunStrong Partners, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments with fair value option | 0 | 0 | 2,279 | ||
Total equity investment with fair value option | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments with fair value option | $ 8,374 | $ 8,374 | $ 9,924 |
Equity Investments - Summarized
Equity Investments - Summarized Financial Information of Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Schedule of Investments [Line Items] | |||||
Gross income (loss) | $ 59,650 | $ 37,140 | $ 170,555 | $ 91,976 | |
Net (loss) income | (84,376) | 44,626 | (57,554) | 62,573 | |
Current assets | 1,139,413 | 1,139,413 | $ 790,315 | ||
Current liabilities | 394,468 | 394,468 | 529,731 | ||
SunStrong Capital Holdings, LLC | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Investments [Line Items] | |||||
Revenues | 34,363 | 31,299 | 100,157 | 90,056 | |
Gross income (loss) | 1,188 | 1,057 | 3,409 | (5,839) | |
Net (loss) income | 2,440 | $ 13,596 | (40,633) | $ 35,019 | |
Current assets | 87,197 | 87,197 | 93,752 | ||
Long-term assets | 1,536,690 | 1,536,690 | 1,378,382 | ||
Current liabilities | 62,839 | 62,839 | 48,126 | ||
Long-term liabilities | $ 1,219,489 | $ 1,219,489 | $ 1,130,484 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Accounts receivable | $ 31,302 | $ 31,302 | $ 16,767 | ||
Accrued liabilities | 0 | 0 | 7,996 | ||
Contract liabilities | 29,033 | 29,033 | $ 27,426 | ||
Revenues and fees received from investees for products/services | 60,073 | $ 47,378 | 160,195 | $ 146,570 | |
(Gain) loss on business divestitures, net | 0 | 0 | (224) | (10,458) | |
SunStrong Partners, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
(Gain) loss on business divestitures, net | $ 0 | $ 0 | $ (224) | $ 0 |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 1,428,734 | $ 1,428,734 | $ 1,646,482 | ||
Solar Sail | Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Revenues | 5,000 | $ 4,700 | 12,700 | $ 8,100 | |
Assets | $ 67,200 | $ 67,200 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) | 3 Months Ended | |||||
Apr. 04, 2021 | Oct. 03, 2021 | Jan. 03, 2021 | Dec. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2010 | |
Debt Instrument [Line Items] | ||||||
Face Value | $ 534,440,000 | |||||
CEDA loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Face Value | 0 | $ 30,000,000 | $ 30,000,000 | |||
Short-term | 0 | 0 | ||||
Long-term | 0 | 29,219,000 | ||||
Total | 0 | 29,219,000 | ||||
Other debt | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 109,445,000 | 126,283,000 | ||||
Short-term | 66,304,000 | 97,059,000 | ||||
Long-term | 42,082,000 | 27,228,000 | ||||
Total | 108,386,000 | 124,287,000 | ||||
Convertible debt: | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 424,995,000 | 487,634,000 | ||||
Convertible debt: | 0.875% debentures due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.875% | |||||
Face Value | 0 | 62,634,000 | $ 400,000,000 | |||
Short-term | 0 | 62,531,000 | ||||
Long-term | 0 | 0 | ||||
Total | 0 | 62,531,000 | ||||
Convertible debt: | 4.00% debentures due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.00% | |||||
Face Value | 424,995,000 | 425,000,000 | $ 425,000,000 | |||
Short-term | 0 | 0 | ||||
Long-term | 423,370,000 | 422,443,000 | ||||
Total | 423,370,000 | 422,443,000 | ||||
Face amount decrease by due to bond conversion | $ 5,000 | |||||
Convertible and Loans | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 534,440,000 | 643,917,000 | ||||
Short-term | 66,304,000 | 159,590,000 | ||||
Long-term | 465,452,000 | 478,890,000 | ||||
Total | $ 531,756,000 | $ 638,480,000 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) $ in Thousands | Oct. 03, 2021USD ($) |
Aggregate future maturities of outstanding debt | |
Fiscal 2021 (remaining three months) | $ 67,210 |
Fiscal 2022 | 65 |
Fiscal 2023 | 425,064 |
Fiscal 2024 | 41,839 |
Fiscal 2025 | 76 |
Thereafter | 186 |
Total | $ 534,440 |
Debt and Credit Sources - Sch_3
Debt and Credit Sources - Schedule of Convertible Debt (Details) - USD ($) | Oct. 03, 2021 | Jan. 03, 2021 | Dec. 31, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||
Face Value | $ 534,440,000 | |||
Convertible debt: | ||||
Debt Instrument [Line Items] | ||||
Carrying Value | 423,370,000 | $ 484,974,000 | ||
Face Value | 424,995,000 | 487,634,000 | ||
Fair value | 543,739,000 | 613,416,000 | ||
Convertible debt: | 0.875% debentures due 2021 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.875% | |||
Carrying Value | 0 | 62,531,000 | ||
Face Value | 0 | 62,634,000 | $ 400,000,000 | |
Fair value | 0 | 64,018,000 | ||
Convertible debt: | 4.00% debentures due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.00% | |||
Carrying Value | 423,370,000 | 422,443,000 | ||
Face Value | 424,995,000 | 425,000,000 | $ 425,000,000 | |
Fair value | $ 543,739,000 | $ 549,398,000 |
Debt and Credit Sources - Narra
Debt and Credit Sources - Narrative (Details) - USD ($) | Oct. 03, 2021 | Jan. 03, 2021 | Mar. 29, 2019 | Dec. 31, 2015 | Dec. 31, 2010 |
Debt Instrument [Line Items] | |||||
Debt face amount | $ 534,440,000 | ||||
Convertible debt: | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | 424,995,000 | $ 487,634,000 | |||
CEDA loan | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | 0 | 30,000,000 | $ 30,000,000 | ||
Interest rate | 8.50% | ||||
Other debt | 0 | 29,219,000 | |||
Vendor financing and other debt | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | 109,445,000 | 126,283,000 | |||
Other debt | 108,386,000 | 124,287,000 | |||
March 2019 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||
Long-term line of credit | 41,800,000 | 32,800,000 | |||
4.00% debentures due 2023 | Convertible debt: | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | 424,995,000 | 425,000,000 | $ 425,000,000 | ||
Interest rate | 4.00% | ||||
Other debt | $ 423,370,000 | $ 422,443,000 |
Debt and Credit Sources - Non-r
Debt and Credit Sources - Non-recourse Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2013 | Oct. 03, 2021 | Jan. 03, 2021 | |
Debt Instrument [Line Items] | |||
Total Recourse Debt | $ 104,079 | $ 114,145 | |
Total Non-Recourse Debt | 4,307 | 10,143 | |
PNC Energy Capital Loan | |||
Debt Instrument [Line Items] | |||
Total Recourse Debt | 0 | 5,545 | |
PNC Energy Capital Loan | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread | 4.13% | ||
Asset-Backed Loan | |||
Debt Instrument [Line Items] | |||
Total Recourse Debt | 41,662 | 32,690 | |
Safe Harbor | |||
Debt Instrument [Line Items] | |||
Total Recourse Debt | 62,417 | 75,910 | |
Vendor financing and other debt | |||
Debt Instrument [Line Items] | |||
Total Non-Recourse Debt | 4,307 | 560 | |
Construction project debt | |||
Debt Instrument [Line Items] | |||
Total Non-Recourse Debt | $ 0 | $ 9,583 |
Related Party Transactions - Tr
Related Party Transactions - Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Oct. 03, 2021 | Jan. 03, 2021 | ||
Related Party Transaction [Line Items] | ||||
Prepaid and other current assets | $ 4,955 | $ 4,955 | $ 9,891 | |
Other long-term liabilities | [1] | 137,469 | 137,469 | $ 157,597 |
Corporate Joint Venture | Maxeon Solar | ||||
Related Party Transaction [Line Items] | ||||
Purchases of photovoltaic modules (recorded in cost of revenues) | 61,967 | 167,313 | ||
Research and development expenses reimbursement received | 7,736 | 25,759 | ||
Income from transition services agreement, net | 468 | 5,211 | ||
Prepaid and other current assets | 2,265 | 2,265 | ||
Accrued liabilities | 7,838 | 7,838 | ||
Accounts payable | 29,906 | 29,906 | ||
Other long-term liabilities | $ 1,458 | $ 1,458 | ||
[1] | We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (" |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Apr. 26, 2021USD ($)shares | Apr. 19, 2021USD ($) | Jul. 04, 2021USD ($) | |
Related Party Transaction [Line Items] | ||||
Issuance of common stock to executive | [1] | $ 2,999,000 | ||
Share-based Payment Arrangement, Tranche One | ||||
Related Party Transaction [Line Items] | ||||
Vesting rights | 50.00% | |||
Share-based Payment Arrangement, Tranche Two | ||||
Related Party Transaction [Line Items] | ||||
Vesting rights | 50.00% | |||
CEO, Peter Faciry | CEO Stock Purchase | ||||
Related Party Transaction [Line Items] | ||||
Shares granted, value | $ 3,000,000 | |||
Issuance of common stock to executive (in shares) | shares | 101,730 | |||
Issuance of common stock to executive | $ 3,000,000 | |||
CEO, Peter Faciry | CEO Stock Purchase | Restricted stock units | ||||
Related Party Transaction [Line Items] | ||||
Conversion ratio of stock split | 1 | |||
[1] | Refer to Note 11. Related-Party Transactions for details. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Tax expense (benefit) | $ (2,194) | $ 36,725 | $ (4,993) | $ 38,716 | |
(Loss) income from continuing operations before income taxes and equity in earnings of unconsolidated investees | (86,501) | $ 146,405 | (64,029) | $ 223,084 | |
Unrecognized tax benefits | $ 15,048 | 15,048 | $ 12,584 | ||
Increase in unrecognized tax benefit | $ 2,400 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of Basic and Diluted Net Income (Loss) per share Attributable (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Dec. 31, 2015 | Jun. 30, 2014 | |
Numerator: | ||||||
Net (loss) income attributable to stockholders - continuing operations | $ (84,376) | $ 109,450 | $ (57,554) | $ 186,880 | ||
Net (loss) income attributable to stockholders - discontinued operations | 0 | (64,824) | 0 | (124,307) | ||
Net income (loss) attributable to stockholders | $ (84,376) | $ 44,626 | $ (57,554) | $ 62,573 | ||
Denominator: | ||||||
Basic weighted-average common shares (in shares) | 172,885 | 170,113 | 172,242 | 169,646 | ||
Basic net (loss) income per share - continuing operations (in dollars per share) | $ (0.49) | $ 0.64 | $ (0.33) | $ 1.10 | ||
Basic net loss per share - discontinued operations (in dollars per share) | 0 | (0.38) | 0 | (0.73) | ||
Basic net (loss) income per share (in dollars per share) | $ (0.49) | $ 0.26 | $ (0.33) | $ 0.37 | ||
Numerator: | ||||||
Net (loss) income attributable to stockholders - continuing operations | $ (84,376) | $ 109,450 | $ (57,554) | $ 186,880 | ||
Net (loss) income available to common stockholders - continuing operations | (84,376) | 113,275 | (57,554) | 198,453 | ||
Net (loss) income attributable to stockholders - discontinued operations | $ 0 | $ (64,824) | $ 0 | $ (124,307) | ||
Denominator: | ||||||
Basic weighted-average common shares (in shares) | 172,885 | 170,113 | 172,242 | 169,646 | ||
Effect of dilutive securities: | ||||||
Dilutive weighted-average common shares (in shares) | 172,885 | 198,526 | 172,242 | 200,124 | ||
Dilutive net (loss) income per share - continuing operations (in dollars per share) | $ (0.49) | $ 0.57 | $ (0.33) | $ 0.99 | ||
Dilutive net loss per share - discontinued operations (in dollars per share) | 0 | (0.33) | 0 | (0.62) | ||
Dilutive net (loss) income per share (in dollars per share) | $ (0.49) | $ 0.24 | $ (0.33) | $ 0.37 | ||
Restricted stock units | ||||||
Effect of dilutive securities: | ||||||
Restricted stock units (in shares) | 0 | 3,560 | 0 | 3,354 | ||
0.875% debentures due 2021 | ||||||
Effect of dilutive securities: | ||||||
Convertible debt (in shares) | 0 | 7,785 | 0 | 10,056 | ||
4.00% debentures due 2023 | ||||||
Effect of dilutive securities: | ||||||
Convertible debt (in shares) | 0 | 17,068 | 0 | 17,068 | ||
Interest rate | 4.00% | 4.00% | ||||
0.875% debentures due 2021 | ||||||
Numerator: | ||||||
Interest expense on convertible debt | $ 0 | $ 467 | $ 0 | $ 1,507 | ||
0.875% debentures due 2021 | Convertible debt: | ||||||
Effect of dilutive securities: | ||||||
Interest rate | 0.875% | |||||
4.00% debentures due 2023 | ||||||
Numerator: | ||||||
Interest expense on convertible debt | $ 0 | $ 3,358 | $ 0 | $ 10,066 | ||
4.00% debentures due 2023 | Convertible debt: | ||||||
Effect of dilutive securities: | ||||||
Interest rate | 4.00% |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,053 | 382 | 1,155 | 4,774 |
4.00% debentures due 2023 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 | 17,068 | 0 |
Interest rate | 4.00% | 4.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,726 | $ 4,454 | $ 19,776 | $ 13,386 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,049 | 968 | 3,021 | 2,154 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 624 | 38 | 2,450 | 575 |
Sales, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,053 | $ 3,448 | $ 14,305 | $ 10,657 |
Segment and Geographical Info_3
Segment and Geographical Information - Narrative (Details) - SunStrong Capital Holdings, LLC | 12 Months Ended | |
Dec. 29, 2019 | Dec. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Equity method investee, percentage ownership sold | 0.49 | |
Ownership retained after 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 | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Segment gross profit as reviewed by CODM | $ 59,650 | $ 37,140 | $ 170,555 | $ 91,976 |
Residential, Light Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 281,635 | 197,710 | 773,691 | 590,140 |
Segment gross profit as reviewed by CODM | 63,108 | 34,779 | 173,239 | 94,501 |
Adjusted EBITDA | 30,825 | 15,521 | 83,771 | 31,346 |
Commercial and Industrial Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 40,324 | 74,334 | 154,763 | 175,265 |
Segment gross profit as reviewed by CODM | (2,387) | 5,120 | 2,527 | 14,533 |
Adjusted EBITDA | (8,133) | 1,228 | (13,125) | (1,244) |
Others | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 1,677 | 10,056 | 9,871 | 55,615 |
Segment gross profit as reviewed by CODM | (19) | (3,168) | 5,013 | (18,906) |
Adjusted EBITDA | (649) | (3,192) | 3,615 | (19,278) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment gross profit as reviewed by CODM | 60,702 | 36,731 | 180,779 | 90,128 |
Intersegment revenue | ||||
Segment Reporting Information [Line Items] | ||||
Segment gross profit as reviewed by CODM | (83) | 1,752 | 785 | 11,604 |
Intersegment revenue | Residential, Light Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 0 | 0 | 0 | 0 |
Intersegment revenue | Commercial and Industrial Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 0 | 0 | 0 | 0 |
Intersegment revenue | Others | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 0 | 7,293 | (11) | 32,815 |
Dev Co | Operating Segments | Residential, Light Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 274,747 | 190,480 | 753,429 | 571,236 |
Dev Co | Operating Segments | Commercial and Industrial Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 36,596 | 73,790 | 139,486 | 167,544 |
Dev Co | Operating Segments | Others | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 980 | 2,688 | 7,320 | 2,954 |
Power Co | Operating Segments | Residential, Light Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 6,888 | 7,230 | 20,262 | 18,904 |
Power Co | Operating Segments | Commercial and Industrial Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 3,728 | 544 | 15,277 | 7,721 |
Power Co | Operating Segments | Others | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | $ 697 | $ 75 | $ 2,562 | $ 19,846 |
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 | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 323,636 | $ 274,806 | $ 938,961 | $ 783,019 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segment revenues as reviewed by CODM | 323,636 | 282,100 | 938,325 | 821,020 |
Intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | (7,294) | 11 | (32,816) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | (5,392) |
Legacy utility and power plant projects | 0 | 0 | 0 | 207 |
Results of operations of legacy business to be exited | $ 0 | $ 0 | $ 625 | $ 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 | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 59,650 | $ 37,140 | $ 170,555 | $ 91,976 |
Construction revenue on solar services contracts | 323,636 | 274,806 | 938,961 | 783,019 |
Stock-based compensation expense | 19,776 | 18,788 | ||
Gain (loss) on business divestitures, net | 0 | 0 | 224 | 10,458 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 60,702 | 36,731 | 180,779 | 90,128 |
Intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | (83) | 1,752 | 785 | 11,604 |
Construction revenue on solar services contracts | 0 | (7,294) | 11 | (32,816) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Legacy utility and power plant projects | 0 | 0 | 0 | 207 |
Construction revenue on solar services contracts | 0 | 0 | 0 | (5,392) |
Results of operations of legacy business to be exited | 0 | 0 | 625 | 0 |
Segment Reconciling Items | Gross Profit | ||||
Segment Reporting Information [Line Items] | ||||
Legacy utility and power plant projects | 0 | 0 | 0 | 34 |
Legacy sale-leaseback transactions | 0 | 0 | 0 | (20) |
Gain (loss) on sale and impairment of residential lease assets | 249 | 469 | 1,262 | 1,375 |
Construction revenue on solar services contracts | 0 | 0 | 0 | (4,735) |
Stock-based compensation expense | (1,055) | (623) | (3,011) | (1,653) |
Amortization of intangible assets | 0 | (1,189) | 0 | (4,757) |
Gain (loss) on business divestitures, net | (81) | 0 | (81) | 0 |
Results of operations of legacy business to be exited | $ (82) | $ 0 | $ (9,179) | $ 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 | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Segment adjusted EBITDA | $ (86,501) | $ 146,405 | $ (64,029) | $ 223,084 |
Construction revenue on solar services contracts | 323,636 | 274,806 | 938,961 | 783,019 |
Stock-based compensation expense | 19,776 | 18,788 | ||
Net loss (income) attributable to noncontrolling interests | 69 | 488 | (1,482) | (1,199) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted EBITDA | 22,043 | 13,557 | 74,261 | 10,824 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Legacy utility and power plant projects | 0 | 0 | 0 | 207 |
Construction revenue on solar services contracts | 0 | 0 | 0 | (5,392) |
Results of operations of legacy business to be exited | 0 | 0 | 625 | 0 |
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] | ||||
Legacy utility and power plant projects | 0 | 0 | 0 | 34 |
Legacy sale-leaseback transactions | 0 | 0 | 0 | (20) |
Mark-to-market gain (loss) on equity investments | (86,254) | 155,431 | (47,238) | 274,362 |
Gain (loss) on sale and impairment of residential lease assets | 249 | 83 | 6,219 | 1,122 |
Construction revenue on solar services contracts | 0 | 0 | 0 | (4,734) |
Stock-based compensation expense | (4,726) | (4,454) | (19,776) | (13,387) |
Amortization of intangible assets | 0 | (1,189) | 0 | (4,759) |
Gain (loss) on business divestitures, net | (81) | 0 | 143 | 10,529 |
Transaction-related costs | (1,328) | 0 | (1,683) | (1,862) |
Executive transition costs | (827) | 0 | (1,329) | 0 |
Business reorganization costs | (1,045) | 0 | (2,903) | 0 |
Restructuring credits (charges) | 230 | 97 | (4,344) | (2,738) |
Results of operations of legacy business to be exited | (82) | 0 | (9,179) | 0 |
Litigation | (1,623) | (395) | (10,326) | (880) |
Gain on convertible debt repurchased | 0 | 104 | 0 | 3,060 |
Net loss (income) attributable to noncontrolling interests | 69 | 230 | (1,482) | (2,512) |
Cash interest expense, net of interest income | (6,628) | (6,918) | (22,149) | (24,102) |
Depreciation and amortization | (1,929) | (5,156) | (8,757) | (12,589) |
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted EBITDA | $ (4,569) | $ (4,985) | $ (15,486) | $ (9,264) |
Subsequent Events (Details)
Subsequent Events (Details) - Blue Raven Solar Holdings, LLC - Subsequent Event | Oct. 04, 2021USD ($) |
Subsequent Event [Line Items] | |
Percentage of membership interests acquired in business acquisition | 35.00% |
Cash paid for purchase consideration | $ 145,000,000 |
Contingent consideration | $ 20,000,000 |