Cover page
Cover page - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Feb. 18, 2022 | Jul. 04, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --01-02 | ||
Document Period End Date | Jan. 2, 2022 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,400 | ||
Entity Common Stock, Shares Outstanding (in shares) | 173,115,964 | ||
Documents Incorporated by Reference | Parts of the registrant’s definitive proxy statement for the registrant’s 2021 annual meeting of stockholders are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000867773 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Jan. 02, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 127,130 | $ 232,765 | |
Restricted cash and cash equivalents, current portion | [1] | 4,157 | 5,518 |
Short-term investments | 365,880 | 0 | |
Accounts receivable, net | [2] | 126,789 | 108,864 |
Contract assets | [2] | 81,667 | 114,506 |
Inventories | 242,993 | 210,582 | |
Advances to suppliers, current portion | 3,276 | 2,814 | |
Project assets - plants and land, current portion | 8,105 | 21,015 | |
Prepaid expenses and other current assets | [2] | 113,469 | 94,251 |
Total current assets | 1,073,466 | 790,315 | |
Restricted cash and cash equivalents, net of current portion | [1] | 17,326 | 8,521 |
Property, plant and equipment, net | 35,294 | 46,766 | |
Operating lease right-of-use assets | 59,226 | 54,070 | |
Solar power systems leased, net | 45,502 | 50,401 | |
Goodwill | 126,338 | 0 | |
Other intangible assets, net | 24,879 | 697 | |
Other long-term assets | [2] | 172,775 | 695,712 |
Total assets | 1,554,806 | 1,646,482 | |
Current liabilities: | |||
Accounts payable | [2] | 177,055 | 166,066 |
Accrued liabilities | [2] | 118,875 | 121,915 |
Operating lease liabilities, current portion | 12,153 | 9,736 | |
Contract liabilities, current portion | [2] | 88,844 | 72,424 |
Short-term debt | 112,669 | 97,059 | |
Convertible debt, current portion | [2] | 0 | 62,531 |
Total current liabilities | 509,596 | 529,731 | |
Long-term debt | 380 | 56,447 | |
Convertible debt, net of current portion | [2] | 423,677 | 422,443 |
Operating lease liabilities, net of current portion | 38,766 | 43,608 | |
Contract liabilities, net of current portion | [2] | 27,801 | 30,170 |
Other long-term liabilities | [2] | 164,562 | 157,597 |
Total liabilities | 1,164,782 | 1,239,996 | |
Commitments and contingencies (Note 9) | |||
Equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of January 2, 2022 and January 3, 2021 | 0 | 0 | |
Common stock, $0.001 par value; 367,500 shares authorized; 186,452 shares issued and 173,052 shares outstanding as of January 2, 2022; 183,442 shares issued and 170,428 shares outstanding as of January 3, 2021 | 173 | 170 | |
Additional paid-in capital | 2,714,500 | 2,685,920 | |
Accumulated deficit | (2,122,212) | (2,085,246) | |
Accumulated other comprehensive income (loss) | 11,168 | 8,799 | |
Treasury stock, at cost: 13,401 shares of common stock as of January 2, 2022; 13,014 shares of common stock as of January 3, 2021 | (215,240) | (205,476) | |
Total stockholders' equity | 388,389 | 404,167 | |
Noncontrolling interests in subsidiaries | 1,635 | 2,319 | |
Total equity | 390,024 | 406,486 | |
Total liabilities and equity | $ 1,554,806 | $ 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 consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects ’ | ||
[2] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jan. 02, 2022 | Jan. 03, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 367,500,000 | 367,500,000 |
Common stock shares issued (in shares) | 186,452,000 | 183,442,000 |
Common stock shares outstanding (in shares) | 173,052,000 | 170,428,000 |
Common stock shares held as treasury stock (in shares) | 13,401,000 | 13,014,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||
Revenues: | ||||
Revenue | $ 1,323,493 | $ 1,124,829 | $ 1,092,226 | |
Cost of revenues: | ||||
Cost of revenue | 1,101,886 | 957,702 | 928,748 | |
Gross profit | 221,607 | 167,127 | 163,478 | |
Operating expenses: | ||||
Research and development | [1] | 17,070 | 22,381 | 34,217 |
Sales, general, and administrative | 232,253 | 164,703 | 172,109 | |
Restructuring charges (credits) | 4,519 | 2,604 | 14,627 | |
(Gain) loss on sale and impairment of residential lease assets | (294) | 45 | 25,352 | |
(Gain) loss on business divestitures, net | (224) | (10,334) | (143,400) | |
Income from transition services agreement, net | [1] | (4,255) | (6,260) | 0 |
Total operating expenses | 249,069 | 173,139 | 102,905 | |
Operating income (loss) | (27,462) | (6,012) | 60,573 | |
Other income (expense), net: | ||||
Interest income | 288 | 754 | 2,313 | |
Interest expense | [1] | (29,079) | (33,153) | (48,962) |
Other, net | 23,430 | 692,980 | 177,084 | |
Other income (expense), net | (5,361) | 660,581 | 130,435 | |
(Loss) income from continuing operations before income taxes and equity in earnings (losses) of unconsolidated investees | (32,823) | 654,569 | 191,008 | |
(Provision for) benefits from income taxes | (5,219) | (57,549) | (16,509) | |
Equity in losses of unconsolidated investees | 0 | 0 | (1,716) | |
Net (loss) income from continuing operations | (38,042) | 597,020 | 172,783 | |
(Loss) income from discontinued operations before income taxes and equity in earnings (losses) of unconsolidated investees | 0 | (125,599) | (165,040) | |
Benefits from (provision for) income taxes | 0 | 3,191 | (10,122) | |
Equity in earnings (losses) of unconsolidated investees | 0 | (586) | (5,342) | |
Net (loss) income from discontinued operations, net of taxes | 0 | (122,994) | (180,504) | |
Net (loss) income | (38,042) | 474,026 | (7,721) | |
Net (income) loss from continuing operations attributable to noncontrolling interests | 684 | 2,335 | 34,037 | |
Net (income) loss from discontinued operations attributable to noncontrolling interests | 0 | (1,313) | (4,157) | |
Net (income) loss attributable to noncontrolling interests | 684 | 1,022 | 29,880 | |
Net (loss) income from continuing operations attributable to stockholders | (37,358) | 599,355 | 206,820 | |
Net (loss) income from discontinued operations attributable to stockholders | 0 | (124,307) | (184,661) | |
Net (loss) income attributable to stockholders | $ (37,358) | $ 475,048 | $ 22,159 | |
Net income (loss) per share attributable to stockholders - basic: | ||||
Continuing operations (usd per share) | $ (0.22) | $ 3.53 | $ 1.43 | |
Discontinued operations (usd per share) | 0 | (0.73) | (1.28) | |
Net income (loss) per share - basic (usd per share) | (0.22) | 2.80 | 0.15 | |
Net income (loss) per share attributable to stockholders - diluted: | ||||
Continuing operations (usd per share) | (0.22) | 3.11 | 1.31 | |
Discontinued operations (usd per share) | 0 | (0.63) | (1.09) | |
Net income (loss) per share - diluted (usd per share) | $ (0.22) | $ 2.48 | $ 0.22 | |
Weighted-average shares: | ||||
Basic (shares) | 172,436 | 169,801 | 144,796 | |
Diluted (shares) | 172,436 | 197,242 | 169,650 | |
Solar power systems, components, and other | ||||
Revenues: | ||||
Revenue | [1] | $ 1,302,034 | $ 1,103,823 | $ 1,063,150 |
Cost of revenues: | ||||
Cost of revenue | [1] | 1,089,831 | 946,164 | 913,299 |
Leasing revenue | ||||
Revenues: | ||||
Revenue | 21,459 | 21,006 | 29,076 | |
Cost of revenues: | ||||
Cost of revenue | $ 12,055 | $ 11,538 | $ 15,449 | |
[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: income transition services agreement, net, ” and “ other income (expense), net: interest expense, ” financial statement line items in our consolidated statements of operations (see Note 2, Note 10, and Note 12). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (38,042) | $ 474,026 | $ (7,721) |
Components of other comprehensive income (loss): | |||
Translation adjustment | (15) | 2,783 | (1,128) |
Net change in derivatives | 570 | (741) | (1,094) |
Net gain (loss) on long-term pension liability adjustment | 1,798 | (1,123) | (3,090) |
Benefit from (provision for) income taxes | 16 | (15) | (50) |
Total other comprehensive income (loss) | 2,369 | 904 | (5,362) |
Total comprehensive (loss) income | (35,673) | 474,930 | (13,083) |
Comprehensive income (loss) attributable to noncontrolling interests | 684 | 1,022 | 29,880 |
Comprehensive income (loss) attributable to stockholders | $ (34,989) | $ 475,952 | $ 16,797 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Stockholders’ Equity | Total Stockholders’ EquityCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interests | |
Stockholders' equity, beginning of period (in shares) at Dec. 30, 2018 | 141,178,000 | |||||||||||
Stockholders' equity, beginning of period at Dec. 30, 2018 | $ (149,886) | $ (208,696) | $ 141 | $ 2,463,370 | $ (187,069) | $ (4,150) | $ (2,480,988) | $ 58,810 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (7,721) | 22,159 | 22,159 | (29,880) | ||||||||
Other comprehensive (loss) income | (5,362) | (5,362) | (5,362) | |||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,461,000 | |||||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | |||||||||
Stock-based compensation expense | 27,788 | 27,788 | 27,788 | |||||||||
Contributions from noncontrolling interests | 35,791 | 35,791 | ||||||||||
Distributions to noncontrolling interests | (1,552) | (1,552) | ||||||||||
Purchases of treasury stock (in shares) | (818,000) | |||||||||||
Purchases of treasury stock | (5,565) | (5,565) | $ (1) | (5,564) | ||||||||
Reduction of non-controlling interests, due to sale of interest in residential lease portfolio | (51,833) | (51,833) | ||||||||||
Issuance of common stock in connection with equity offering, net of underwriter fees and discounts (in shares) | 25,300,000 | |||||||||||
Issuance of common stock in connection with equity offering, net of underwriter fees and discounts | 171,834 | 171,834 | $ 25 | 171,809 | ||||||||
Common stock offering fees | (1,148) | (1,148) | (1,148) | |||||||||
Shares issued, end of period (in shares) at Dec. 29, 2019 | 168,121,000 | |||||||||||
Stockholders' equity, end of period at Dec. 29, 2019 | 21,499 | $ 9,150 | 10,163 | $ 9,150 | $ 168 | 2,661,819 | (192,633) | (9,512) | (2,449,679) | $ 9,150 | 11,336 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 474,026 | 475,048 | 475,048 | (1,022) | ||||||||
Other comprehensive (loss) income | 904 | 904 | 904 | |||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 3,597,000 | |||||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | |||||||||
Stock-based compensation expense | 24,101 | 24,101 | 24,101 | |||||||||
Contributions from noncontrolling interests | 22 | 22 | ||||||||||
Distributions to noncontrolling interests | (1,392) | (1,392) | ||||||||||
Purchases of treasury stock (in shares) | (1,290,000) | |||||||||||
Purchases of treasury stock | (12,844) | (12,844) | $ (1) | (12,843) | ||||||||
Issuance of Maxeon Solar green convertible notes | 52,167 | 52,167 | 52,167 | |||||||||
Impact of Maxeon Solar Spin-Off | $ (152,000) | (145,375) | (52,167) | 17,407 | (110,615) | (6,625) | ||||||
Shares issued, end of period (in shares) at Jan. 03, 2021 | 170,428,000 | 170,428,000 | ||||||||||
Stockholders' equity, end 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) | (38,042) | (37,358) | (37,358) | (684) | ||||||||
Other comprehensive (loss) income | 2,369 | 2,369 | 2,369 | |||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,905,000 | |||||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | |||||||||
Stock-based compensation expense | [1] | 25,511 | 25,511 | 25,511 | ||||||||
Purchases of treasury stock (in shares) | (387,000) | |||||||||||
Purchases of treasury stock | (9,739) | (9,739) | (9,739) | |||||||||
Issuance of common stock in connection with equity offering, net of underwriter fees and discounts (in shares) | [2] | 101,000 | ||||||||||
Issuance of common stock in connection with equity offering, net of underwriter fees and discounts | [2] | 2,999 | 2,999 | 2,999 | ||||||||
Bond/debentures conversion (in shares) | 4,000 | |||||||||||
Bond/debentures conversion | 159 | 159 | 159 | |||||||||
Other adjustments | $ 278 | 278 | (89) | (25) | 392 | |||||||
Shares issued, end of period (in shares) at Jan. 02, 2022 | 173,052,000 | 173,051,000 | ||||||||||
Stockholders' equity, end of period at Jan. 02, 2022 | $ 390,024 | $ 388,389 | $ 173 | $ 2,714,500 | $ (215,240) | $ 11,168 | $ (2,122,212) | $ 1,635 | ||||
[1] | Stock-based compensation expense includes a recharge to Maxeon Solar of $0.4 million for the fiscal year ended January 2, 2022 under the collaboration agreement (see Note 12. Related-Party Transactions ). | |||||||||||
[2] | Refer to Note 12. Related-Party Transactions for details. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | ||||
Cash flows from operating activities: | ||||||
Net income (loss) | $ (38,042) | $ 474,026 | $ (7,721) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Depreciation and amortization | 11,506 | 48,304 | 80,081 | |||
Non-cash restructuring charges | 0 | 0 | 5,874 | |||
Stock-based compensation | 25,902 | 24,817 | 26,935 | |||
Non-cash interest expense | 5,042 | 6,562 | 9,472 | |||
Equity in losses (earnings) of unconsolidated investees | 0 | 586 | 7,058 | |||
Loss (gain) on equity investments | (21,712) | (692,100) | (158,288) | |||
(Gain) loss on retirement of convertible debt | 0 | (2,182) | 0 | |||
(Gain) loss on sale of assets | 0 | 0 | (25,212) | |||
(Gain) loss on sale of investments | (1,162) | 0 | 0 | |||
(Gain) loss on business divestitures, net | (224) | (10,334) | (143,400) | |||
(Gain) loss on sale of investments without readily determinable fair value | 0 | 0 | (17,275) | |||
Deferred income taxes | 5,688 | 19,241 | 5,067 | |||
Impairment of property, plant, and equipment | 0 | 0 | 777 | |||
(Gain) loss on sale and impairment of residential lease assets | (226) | 1,024 | 33,778 | |||
Other, net | (5,670) | 534 | 1,024 | |||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (18,549) | 98,962 | (67,218) | |||
Contract assets | 34,850 | (12,063) | (38,246) | |||
Inventories | (5,325) | (29,808) | (128,404) | |||
Project assets | 4,398 | (8,187) | (2,188) | |||
Prepaid expenses and other assets | (32,701) | (6,161) | (8,746) | |||
Operating lease right-of-use assets | 11,257 | 10,552 | 8,530 | |||
Long-term financing receivables, net - held for sale | 0 | 0 | (473) | |||
Advances to suppliers | (462) | 13,482 | 50,191 | |||
Accounts payable and other accrued liabilities | (16,269) | (78,269) | 79,394 | |||
Contract liabilities | 10,229 | (35,976) | 27,531 | |||
Operating lease liabilities | (13,006) | (10,401) | (8,954) | |||
Net cash used in operating activities | (44,476) | (187,391) | (270,413) | |||
Cash flows from investing activities: | ||||||
Purchases of property, plant, and equipment | (10,024) | (14,577) | (47,395) | |||
Investments in software development costs | (3,519) | 0 | 0 | |||
Proceeds from sale of property, plant, and equipment | 900 | 0 | 59,970 | |||
Cash paid for solar power systems | (635) | (6,528) | (53,284) | |||
Purchases of marketable securities | 0 | (1,338) | 0 | |||
Proceeds from maturities of marketable securities | 0 | 6,588 | 0 | |||
Cash outflow upon Maxeon Solar Spin-Off, net of proceeds | 0 | (131,136) | 0 | |||
Cash received from sale of investments | 1,200 | 0 | 0 | |||
Proceeds from business divestitures, net of de-consolidated cash | 10,516 | 15,418 | 40,491 | |||
Cash paid for acquisitions, net of cash acquired | [1] | (124,200) | 0 | 0 | ||
Proceeds from sale of distribution rights of debt refinancing | 0 | 0 | 1,950 | |||
Cash outflow from sale of residential lease portfolio | 0 | 0 | (10,923) | |||
Proceeds from sale of equity investment | 177,780 | 253,039 | 42,957 | |||
Proceeds from return of capital from equity investments | 2,276 | 7,724 | 0 | |||
Cash paid for investments in unconsolidated investees | 0 | 0 | (12,400) | |||
Net cash provided by investing activities | 54,294 | 129,190 | 21,366 | |||
Cash flows from financing activities: | ||||||
Proceeds from bank loans and other debt | 152,081 | 216,483 | 381,928 | |||
Repayment of bank loans and other debt | (180,771) | (227,677) | (271,015) | |||
Proceeds from issuance of non-recourse residential and commercial financing, net of issuance costs | 0 | 14,789 | 72,259 | |||
Repayment of non-recourse residential and commercial financing | (9,798) | (9,044) | (2,959) | |||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 0 | 22 | 35,790 | |||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 0 | (1,392) | (316) | |||
Repayment of convertible debt | (62,757) | (334,732) | 0 | |||
Proceeds from issuance of Maxeon Solar green convertible debt | 0 | 200,000 | 0 | |||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs | 0 | 0 | 3,004 | |||
Proceeds of common stock equity offering, net of offering costs | 0 | 0 | 171,834 | |||
Payment for prior business combination | 0 | 0 | (39,000) | |||
Receipt of contingent asset of a prior business combination | 0 | 2,245 | 0 | |||
Settlement of contingent consideration arrangement of a prior business combination | 0 | (776) | (1,646) | |||
Issuance of common stock to executive | 2,998 | 0 | 0 | |||
Equity offering costs paid | 0 | (928) | 0 | |||
Purchases of stock for tax withholding obligations on vested restricted stock | (9,762) | (12,842) | (5,565) | |||
Net cash (used in) provided by financing activities | (108,009) | (153,852) | 344,314 | |||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 200 | (373) | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (98,191) | (211,853) | 94,894 | |||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 246,804 | 458,657 | 363,763 | |||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | 148,613 | 246,804 | 458,657 | |||
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: | ||||||
Cash and cash equivalents | 127,130 | 232,765 | 422,955 | |||
Restricted cash and cash equivalents, current portion | 4,157 | [2] | 5,518 | [2] | 26,348 | |
Restricted cash and cash equivalents, net of current portion | 17,326 | [2] | 8,521 | [2] | 9,354 | |
Total cash, cash equivalents, and restricted cash | 148,613 | 246,804 | 458,657 | |||
Supplemental Cash Flow Information [Abstract] | ||||||
Costs of solar power systems funded by liabilities | 0 | 635 | 2,671 | |||
Property, plant, and equipment acquisitions funded by liabilities | 1,320 | 866 | 13,745 | |||
Right-of-use assets obtained in exchange for lease obligations | 19,628 | 22,794 | 111,142 | |||
Deconsolidation of right-of-use assets and lease obligations | 3,340 | 0 | 0 | |||
Debt repaid in sale of commercial projects | [3] | 5,585 | 0 | 0 | ||
Fair value of contingent consideration for business combination | 11,100 | 0 | 0 | |||
Assumption of liabilities in connection with business divestitures | 0 | 9,056 | 0 | |||
Holdbacks in connection with business divestitures | 0 | 7,199 | 0 | |||
Costs of solar power systems sourced from existing inventory | 0 | 1,018 | 29,206 | |||
Accounts payable balances reclassified to short-term debt | 0 | 0 | 45,352 | |||
Contractual obligations satisfied by inventory | 0 | 0 | 1,701 | |||
Derecognition of financing obligations upon business divestiture | 0 | 0 | 590,884 | |||
Holdback related to sale of commercial sale-leaseback portfolio | 0 | 0 | 1,927 | |||
Receivables in connection with sale of residential lease assets | 0 | 0 | 2,570 | |||
Assumption of debt by buyer in connection with sale of residential lease assets | 0 | 0 | 69,076 | |||
Cash paid for interest | 25,289 | 31,704 | 32,777 | |||
Cash paid for income taxes | $ 22,825 | $ 18,708 | $ 8,988 | |||
[1] | Excludes cash paid for fair value of non-compete agreements and amount paid in excess of fair value to settle pre-existing performance-based equity compensation plans, that are classified as operating cash flows in accordance with applicable guidance. | |||||
[2] | 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 consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects ’ | |||||
[3] | Refer to Note 5. Business Combination and Divestitures |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022USD ($) | ||
Stock-based compensation expense | $ 25,511 | [1] |
Maxeon Solar | ||
Stock-based compensation expense | $ 400 | |
[1] | Stock-based compensation expense includes a recharge to Maxeon Solar of $0.4 million for the fiscal year ended January 2, 2022 under the collaboration agreement (see Note 12. Related-Party Transactions ). |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2022 | |
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 TotalEnergies Gaz & Electricité Holdings SAS (“Total Gaz,” formerly Total Gaz Electricité Holdings France SAS), 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 Technologies, Ltd. (“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 consolidated statements of operations. On October 4, 2021, we completed the acquisition of Blue Raven Solar Holdings, LLC (“Blue Raven”). Refer to Note 5. Business Combination and Divestitures for details. Liquidity We believe that our cash and cash equivalents will be sufficient to meet our obligations over the next 12 months from the date of issuance of our financial statements, including repayment of our $425.0 million 4.00% senior convertible debentures due 2023 (the “4.00% debentures due 2023”), $100.0 million of which are held by TotalEnergies, which mature on January 15, 2023. The holders of 4.00% debentures due 2023 may exercise their right to convert into our common stock anytime prior to their maturity, instead of cash repayment. In order for us to fulfil our obligation to repay the 4.00% debentures due 2023, we will use proceeds of sale of shares of Enphase Energy, Inc (“Enphase”) common stock, cash generated from operations, and pending sale of the Commercial and Industrial Solutions business (“C&I Solutions”) to TotalEnergies Renewables USA, LLC (“TotalEnergies Renewables”), a Delaware limited liability company and wholly owned subsidiary of Total Energies SE, as announced on February 10, 2022 (see Note 18. Subsequent Events) . The C&I Solutions sale is subject to customary closing conditions, including internal restructuring of certain legal entities before they are ready for sale. We currently expect the sale to be completed before the end of the second quarter of fiscal 2022. In addition, in the past we have generated liquidity by securing other sources of financing, such as accessing the capital markets; as well as implementing other cost reduction initiatives and deferring uncommitted expenditures, to address our liquidity needs. We believe it is probable that these actions will generate sufficient proceeds if needed to satisfy our debt obligations under the 4.00% debentures due 2023. However, we cannot predict, with certainty, the outcome of the actions discussed above to generate liquidity or whether such actions would generate the expected liquidity as currently planned. In the past we have refinanced and extended the maturity date of certain debts; however, there is no assurance that the 4.00% debentures due 2023 will be refinanced or their maturity extended to sufficiently meet our obligations as they become due or on terms acceptable to us. Basis of Presentation and Preparation Principles of Consolidation The accompanying 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”) 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 assets of the special purpose entities that we establish in connection with certain project financing arrangements for customers are not designed to be available to service our general liabilities and obligations. 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, fiscal 2020 was a 53-week fiscal year, and fiscal 2019 was a 52-week fiscal year. Our fiscal 2021 ended on January 2, 2022, fiscal 2020 ended on January 3, 2021, and fiscal 2019 ended on December 29, 2019. Management Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities reported in these consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. Our actual financial results could materially differ from those estimates. Significant estimates in these 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 assets and goodwill 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 goodwill and intangible assets acquired in a business combination; valuation of contingent consideration in a business combination; 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. Summary of Significant Accounting Policies Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. Restricted Cash and Cash Equivalents We maintain cash and cash equivalents in restricted accounts pursuant to various letters of credit, surety bonds, loan agreements, and other agreements in the normal course of business. Lease Accounting Arrangements with SunPower as a Lessee We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. We elected the practical expedient to combine our lease and related non-lease components for all our leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments that do not depend on an index or rate are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. We use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Sale-Leaseback Arrangements We enter into sale-leaseback arrangements under which solar power systems are sold to third parties and subsequently leased back by us over lease terms of up to 25 years. We classify our initial sale-leaseback arrangements of solar power systems as operating leases in accordance with the underlying accounting guidance on leases. We may sell our lessee interests in these arrangements in entirety before the end of the underlying term of the leaseback. For all sale-leaseback arrangements classified as operating leases, any gain on sale up to the difference in the cost basis and fair value is recognized immediately. Any amount in excess of the proceeds compared to the fair value of the solar power systems is deferred and recognized over the term of the lease. Failed sale-leaseback arrangements are accounted for under the financing method. The proceeds received from the sale of the solar power systems are recorded as financing liabilities. The financing liabilities are subsequently reduced by our payments to lease back the solar power systems, less interest expense calculated based on our incremental borrowing rate adjusted to the rate required to prevent negative amortization. Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Equity investments with readily determinable fair value are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Equity investments without readily determinable fair value are measured at cost less impairment and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. During fiscal 2021, we recorded no fair value adjustment to our equity investments with Fair Value Option (“FVO”). The fair value adjustment was included within “equity in losses of unconsolidated investees” in our consolidated statements of operations for the years ended January 2, 2022 (see Note 7. Fair Value Measurements). Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. We evaluate the realizability of our inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. Our assumption of expected demand is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. Our assumption of expected demand is compared to available inventory, production capacity, available third-party inventory, and growth plans. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. Our classification of our inventory as current inventory requires us to estimate the portion of on-hand inventory that can be realized over the next 12 months. All of our inventory was classified as current as of January 2, 2022. (See Note 4. Balance Sheet Components ). Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation, excluding solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method, is computed using the straight-line method over the estimated useful lives of the assets as presented below. Solar power systems leased to residential customers are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Useful Lives Leasehold improvements 1 to 20 Manufacturing equipment and tools 2 to 10 Computer equipment and software 3 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Transportation equipment 3 Software Development Costs Our internal software development costs primarily relate to three categories: 1) internal-use software development costs, 2) implementation costs incurred in cloud computing arrangements (“CCA”), and 3) external-use software development costs. We capitalize these costs incurred to purchase or develop software for internal use, implementation costs incurred for CCA, and software development costs for software to be sold externally. Our internal-use software development costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-Use Software . These capitalized costs are reflected in “Property, plant and equipment, net” on the consolidated balance sheets and are depreciated over the estimated useful life of the software. The useful life of our internal-use software development costs is generally 2 to 3 years. We also capitalize our costs incurred in CCA that is a service contract, consistent with our policy for software developed or obtained for internal use, in accordance with ASC 350-40, Internal-Use Software . However, the capitalized costs are reflected in “Other long-term assets” and “Prepaid expenses and other current assets” on our consolidated balance sheets and expensed over the term of the related hosting arrangement and service period. Our external-use software development costs developed to be sold or leased externally are capitalized upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold or Leased Externally . These software development costs are reflected in “Other intangible assets, net” on our consolidated balance sheets and amortized on a straight-line basis over the remaining estimated economic life of the product, or the service period, whichever is shorter. Estimated Credit Losses We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Financial and derivative instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents, investments, accounts receivable, notes receivable, advances to suppliers, foreign currency option contracts, foreign currency forward contracts, bond hedge and warrant transactions, and purchased options. Our investment policy requires cash and cash equivalents, restricted cash and cash equivalents, and investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. Similarly, we enter into foreign currency derivative contracts and convertible debenture hedge transactions with high-quality financial institutions and limit the amount of credit exposure to any one counterparty. The foreign currency derivative contracts are limited to a time period of less than nine months. We regularly evaluate the credit standing of our counterparty financial institutions. In addition, we recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses, and historical write-off experience and current account knowledge, and adjust this estimate over the life of the receivable as needed. We evaluate the aggregation and risk characteristics of a receivable pool and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. We perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary and generally we do not require collateral from our leasing customers. We maintain an allowance for doubtful accounts based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. Qualified customers under our residential lease program are generally required to have a minimum credit score. We believe that our concentration of credit risk is limited because of our large number of customers, credit quality of the customer base, small account balances for most of these customers, and customer geographic diversification. As of January 2, 2022, we had one customer that accounted for 11.5% of our accounts receivable balance. As of January 3, 2021, one customer accounted for 11.1% of our accounts receivable balance. As of January 2, 2022, we reported $126.8 million of accounts receivable, net of allowances of $15.0 million. Based on the aging analysis as of January 2, 2022, 84% of our trade accounts receivable was outstanding less than 60 days. Refer to Note 4. Balance Sheet Components for more details on changes in allowance for credit losses. We have not seen significant changes to the recovery rate of our accounts receivables as a result of the COVID-19 pandemic, but we are continuing to actively monitor the impact of the COVID-19 pandemic on our expected credit losses. Income Taxes Deferred tax assets and liabilities are recognized for temporary differences between financial statement and income tax bases of assets and liabilities. Valuation allowances are provided against deferred tax assets when management cannot conclude that it is more likely than not that some portion or all deferred tax assets will be realized. As applicable, interest and penalties on tax contingencies are included in “(Provision for) benefits from income taxes” in the consolidated statements of operations and such amounts were not material for any periods presented. In addition, foreign exchange gains (losses) may result from estimated tax liabilities, which are expected to be settled in currencies other than the U.S. dollar. Investments in Equity Interests Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for under the equity method. We record our share of the results of these entities as “Equity in earnings (losses) of unconsolidated investees” on the consolidated statements of operations. We monitor our investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the entities and record reductions in carrying values when necessary. The fair value of privately held investments is estimated using the best available information as of the valuation date, including current earnings trends, undiscounted cash flows, and other company specific information, including recent financing rounds. 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. We initially computed the fair value for our investments consistent with the methodology and assumptions that market participants would use in their estimates of fair value with the assistance of a third-party valuation specialist. The fair value computation is updated on a quarterly basis. The investments are classified within Level 3 in the fair value hierarchy because we estimate the fair value of the investments using the income approach based on the discounted cash flow method which considered estimated future financial performance, including assumptions for, among others, forecasted contractual lease income, lease expenses, residual value of these lease assets and long-term discount rates, and forecasted default rates over the lease term and discount rates, some of which require significant judgment by management and are not based on observable inputs (See Note 4. Balance Sheet Components, Note 7. Fair Value Measurements, and Note 10 . Equity Investments ). Product Warranties We provide a workmanship warranty of up to 25 years from installation and a 25-year standard warranty for previously SunPower-manufactured microinverters. We also warrant our installed systems for defective materials and workmanship for periods ranging up to 25 years. We pass through to customers warranties from the original equipment manufacturers of certain system components such as solar panels, monitoring equipment and inverters. For such components, our warranties may exceed the warranty coverage from the original equipment manufacturers. For solar energy systems we do not install directly, we receive workmanship warranties from our solar partners. In addition, we also provide a separate system output performance warranty to customers that have subscribed to our post-installation monitoring and maintenance services which expires upon termination of the post-installation monitoring and maintenance services related to the system. The warrantied system output performance level varies by system depending on the characteristics of the system and the negotiated agreement with the customer, and the level declines over time to account for the expected degradation of the system. Actual system output is typically measured annually for purposes of determining whether warrantied performance levels have been met. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that we will pay the customer a liquidated damage based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. We maintain reserves to cover the expected costs that could result from these warranties. Our expected costs are generally in the form of product replacement or repair. Warranty reserves are based on our best estimate of such costs and are recognized as a cost of revenue. We continuously monitor product returns for warranty failures and maintain a reserve for the related warranty expenses based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between our estimated costs and our actual costs could be material to our consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from our estimates or if there are delays in our responsiveness to outages, we may be required to revise our estimated warranty liability. Historically, warranty costs have been within management’s expectations (see Note 9. Commitments and Contingencies ). Revenue Recognition The Company recognizes revenue from contracts with customers when it has completed its performance obligations under an identified contract. The revenue is recognized in an amount that reflects the consideration for the corresponding performance obligations for the goods and services transferred. Solar Power System and Component Sales Majority of our revenue is generated by sales of fully functioning rooftop solar power systems to residential and commercial customers. We sell our products through a network of installing and non-installing dealers and resellers, as well as our internal sales team. Usually, our performance obligation is to design and install a fully functioning solar energy system. We recognize revenue when the solar power system is fully installed and final permit is received from the authority having jurisdiction, as we deem our performance obligation under the contract to be complete at such time, and the customer retains all of the significant risks and rewards of ownership of the solar power system. All costs to obtain and fulfill contracts associated with system sales are expensed as a cost of revenue when the Company has fulfilled its performance obligations. In situations when the Company is not responsible for construction and installation of solar power systems, usually when the sales are made by one of our installing dealers or resellers, we recognize revenue when the components of solar power system are delivered at customer site. Revenue is generally recognized at transaction price, net of dealer fees, or other consideration paid to the customers. Also, our arrangements may contain clauses that can either increase or decrease the transaction price. 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. The Company applies for and receives state, local, and utility rebates and Solar Renewable Energy Credits (“SRECs”) in certain jurisdictions for power generated by solar energy systems it has sold to customers. The Company retains control of the rights to future SRECs and sells the SRECs generated from qualifying solar power systems to a public utility. SREC revenue is estimated net of any variable consideration related to possible liquidated damages if we were to deliver fewer SRECs than contractually committed, and is generally recognized upon delivery of the SRECs to the public utility and corresponding collection of cash. Development and Engineering, Procurement, and Construction (“EPC”) Services The Company enters into contracts with large commercial customers that may include combinations of products and services, resulting in arrangements containing multiple performance obligations, mostly commonly, development asset sales and EPC services. The Company determines whether each product or service is distinct in order to identify the performance obligations in the contract and allocate the contract transaction price among the distinct performance obligations using standalone selling price for respective performance obligation. In a typical arrangement for sale of development assets and EPC services, development asset sale revenue is recognized at a point-in-time at its standalone selling price when the sale is completed and the asset is transferred to the buyer, while EPC revenue is recognized over time using percentage-of-completion method as the construction is completed. Commercial EPC projects are usually completed within three Residential Leasing We offer solar services, in partnership with third-party financial institutions, which allows our residential customers to obtain continuous access to SunPower solar power systems under contracts for terms of up to 20 years. Residential leasing revenue is primarily comprised of revenue from such contracts wherein we provide continuous access to an operating solar system to third parties. Our residential leasing revenue reported on the consolidated statement of operations relates to lease agreements not contributed into the SunStrong joint venture (see Note 10 . Equity Investments ), and is a relatively small portion of the Company’s overall revenue. Subsequent to the SunStrong structure, all new lease agreements are sold to SunStrong joint venture in exchange for construction services provided by us. Our performance obligation under the agreement with SunStrong is to provide completed solar power system, for which, revenue is recognized at a point-in-time when a fully functioning solar power system is delivered to SunStrong, and required permission to operate from the authority with jurisdiction is obtained. Such revenue is reported as revenue from sale of solar power system. Stock-Based Compensation We provide stock-based awards to our employees, executive officers, and directors through various equity compensation plans including our employee stock option and restricted stock plans. We measure and record compensation expense for all stock-based payment awards based on estimated fair values. The fair value of restricted stock awards and units is based on the market price of our common stock on the date of grant. We have not granted stock options since fiscal 2008. Under current accounting guidance, we have made a policy election to estimate forfeitures at the date of grant, and we update such estimate on an annual basis. Our estimate of forfeitures is based on our historical activity, which we believe is indicative of expected forfeitures. In subsequent periods if the actual rate of forfeitures differs from our estimate, the forfeiture rates are required to be revised, as necessary. Changes in the estimated forfeiture rates can have a significant effect on stock-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. We also grant performance share units to executive officers and certain employees that require us to estimate expected achievement of performance targets over the performance period. This estimate involves judgment regarding future expectations of various financial performance measures. If there are changes in our estimate of the level of financial performance measures expected to be achieved, the related stock-based compensation expense may be significantly increased or reduced in the period that our estimate changes. Advertising Costs Advertising costs are expensed as incurred. Advertising expense totaled approximately $19.8 million, $6.4 million, and $6.7 million in fiscal 2021, 2020, and 2019, respectively. Research and Development Expenses Research and development expense consists primarily of salaries and related personnel costs, depreciation, and the cost of solar cell and solar panel materials and services used for the development of products, including experiments and testing. Research and development costs are expensed as incurred, except for software development costs which qualify for capitalization. Research and development expenses are reported net of contributions under contracts with governmental agencies because such contracts are considered collaborative arrangements. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from non-owner sources. Our comprehensive income (loss) for each period presented is comprised of (i) our net income (loss); (ii) foreign currency translation adjustment of our foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet date and revenues and expenses are translated at average exchange rates prevailing during the applicable period; (iii) changes in unrealized gains or losses, net of tax, for the effective portion of derivatives designated as cash flow hedges; and (iv) net gain (loss) on long-term pension liability adjustment. Noncontrolling Interests Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that |
Transactions with Total and Tot
Transactions with Total and Total Energies SE | 12 Months Ended |
Jan. 02, 2022 | |
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 January 2, 2022, 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 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 fiscal years ended January 2, 2022 and January 3, 2021 , we recognized revenue of $54.3 million and $127.9 million, respectively, for sales to this joint venture. Sales were due to the continued recognition of EPC revenue during the fiscal years, 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 “ TotalEnergies ” ) 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% 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 TotalEnergies 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 remain 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, which has been filled as of December 31, 2021. 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. 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 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 January 2, 2022 , we had $38.7 million of “Contract assets,” $3.0 million of “Contract liabilities” a nd $0.2 million of “ Accounts receivable, net ” on our consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. In connection with a co-development solar project in Chile between us and Total, we sold all of our 50% of ownership interests in the co-development project to Total in fiscal 2019, for proceeds of $14.1 million, and recognized a gain of $11.0 million, which is included within “ other, net ” in our consolidated statements of operations for fiscal 2019. 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) January 2, 2022 January 3, 2021 Accounts receivable $ 238 $ 76 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue: Solar power systems, components, and other $ 54,285 $ 127,872 $ 6,343 Cost of revenue: Solar power systems, components, and other 46,404 95,458 5,174 Other income: Gain on early retirement of convertible debt — 1,857 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 13 329 Interest expense incurred on the 0.875% debentures due 2021 — 1,238 2,188 Interest expense incurred on the 4.00% debentures due 2023 4,000 4,000 4,000 The below table summarizes our transactions with Maxeon Solar for the fiscal year ended January 2, 2022 and January 3, 2021: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 224,576 96,217 Research and development expenses reimbursement received $ 33,475 12,473 Income from transition services agreement, net $ 5,876 6,260 The Company had the following balances related to transactions with Maxeon Solar as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Prepaid and other current assets $ 1,928 3,486 Accrued liabilities $ 7,493 4,634 Accounts payable $ 27,724 32,591 Other long-term liabilities $ 1,458 — |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Jan. 02, 2022 | |
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 fiscal 2021, 2020, and 2019 along with the reportable segment for each category: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Category Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Solar power systems sales and EPC services 786,707 180,494 7,844 $ 975,045 540,690 245,391 6,109 $ 792,190 409,859 231,281 72,366 $ 713,506 Component/product sales 240,911 — — 240,911 185,858 — — 185,858 185,620 — — 185,620 Light commercial products 72,126 — — 72,126 97,136 — — 97,136 112,398 — — 112,398 Operations and maintenance — 10,971 2,981 13,952 — 8,036 20,603 28,639 — 10,785 40,841 51,626 Leasing revenue 21,459 — — 21,459 19,698 1,308 — 21,006 27,860 1,216 — 29,076 Total revenues $ 1,121,203 $ 191,465 $ 10,825 $ 1,323,493 $ 843,382 $ 254,735 $ 26,712 $ 1,124,829 $ 735,737 $ 243,282 $ 113,207 $ 1,092,226 Changes in estimates for sales of EPC services on projects in our commercial and industrial solutions segment 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 years ended January 2, 2022, January 3, 2021, and December 29, 2019 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. Fiscal Year Ended (In thousands, except number of projects) January 2, 2022 January 3, 2021 December 29, 2019 Increase (decrease) in revenue from net changes in transaction prices $ 10,905 $ 2,838 $ 5,391 Increase (decrease) in revenue from net changes in input cost estimates $ (9,996) $ (762) $ 6,233 Net increase (decrease) in revenue from net changes in estimates $ 909 $ 2,076 $ 11,624 Number of projects 8 4 5 Net change in estimate as a percentage of aggregate revenue for associated projects 1.5 % 1.2 % 11.6 % 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) January 2, 2022 January 3, 2021 Contract assets $ 87,952 $ 122,802 Contract liabilities 116,645 102,594 During the year ended January 2, 2022, the decrease in contract assets of $34.9 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. Of the total decrease in contract assets, the increase in management’s estimate of variable consideration on power plant development projects sold in prior years was $9.1 million. During the year ended January 3, 2021, the increase in contract assets of $6.0 million was primarily driven by commercial projects where certain milestones had not yet been reached, but the criteria for revenue had been met. During the year ended January 2, 2022, the increase in contract liabilities of $14.1 million was primarily due to increase in invoiced contracts waiting for revenue recognition, as well as increase in billings in excess of cost. During the year ended January 3, 2021, the decrease in contract liabilities of $20.7 million was primarily due to revenue recognized from customer advances. During the year ended January 2, 2022, we recognized revenue of $44.3 million that was included in contract liabilities as of January 3, 2021. During the year ended January 3, 2021, we recognized revenue of $97.8 million that was included in contract liabilities as of December 29, 2019. The following table represents the average percentage of completion as of January 2, 2022 for EPC agreements for commercial projects that we are constructing. We expect to recognize $225.6 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 89.0 % As of January 2, 2022, we have entered into contracts with customers for sales of solar power systems and components for an aggregate transaction price of $453.5 million, the substantial majority of which we expect to recognize over the next 12 months. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jan. 02, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable, gross 1 $ 142,090 $ 124,402 Less: allowance for doubtful accounts (15,032) (15,379) Less: allowance for sales returns (269) (159) Accounts receivable, net $ 126,789 $ 108,864 1 A lien exists on $71.1 million of our consolidated accounts receivable, gross, as of January 2, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources (In thousands) Balance at Beginning of Period Charges (Releases) to Expenses / Revenues Additions (Deductions) Balance at End of Period Allowance for doubtful accounts: Year ended January 2, 2022 $ 15,379 $ 1,688 $ (2,035) $ 15,032 Year ended January 3, 2021 17,208 524 (2,353) 15,379 Year ended December 29, 2019 12,656 671 3,881 17,208 Allowance for sales returns: Year ended January 2, 2022 $ 159 $ 110 $ — $ 269 Year ended January 3, 2021 306 (147) — 159 Year ended December 29, 2019 865 (559) — 306 Inventories As of (In thousands) January 2, 2022 January 3, 2021 Photo-voltaic modules $ 157,901 $ 170,013 Microinverters 24,040 16,774 Energy Storage 26,849 4,548 Other solar power system component materials 34,203 19,247 Inventories 1 2 $ 242,993 $ 210,582 1 A lien exists on $187.1 million of our gross inventory as of January 2, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. 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) January 2, 2022 January 3, 2021 Deferred project costs $ 53,489 $ 26,996 VAT receivables, current portion 981 1,174 Deferred costs for solar power systems 18,834 24,526 Prepaid taxes 256 205 Related-party receivables 3,684 9,891 Other 36,225 31,459 Prepaid expenses and other current assets $ 113,469 $ 94,251 Property, Plant and Equipment, Net As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment 1 $ 3,847 $ 17,134 Leasehold improvements 29,047 29,385 Solar power systems 8,824 30,110 Computer equipment and software 58,080 49,935 Furniture and fixtures 8,744 7,899 Transportation equipment 2,174 — Work-in-progress 4,077 3,080 Property, plant and equipment, gross 114,793 137,543 Less: accumulated depreciation and impairment 3 (79,499) (90,777) Property, plant and equipment, net 2 $ 35,294 $ 46,766 1 As of January 2, 2022 and January 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. 3 As of January 2, 2022 and January 3, 2021, $27.9 million and $26.9 million, respectively, was related to the depreciation of our internal-use software development costs. Other Long-term Assets As of (In thousands) January 2, 2022 January 3, 2021 Equity investments with readily determinable fair value $ 91,473 $ 614,148 Equity investments without readily determinable fair value 807 801 Equity investments with fair value option 8,374 9,924 Long-term inventory 1 — 27,085 Cloud computing arrangements implementation costs 2 11,692 — Deposits with related parties 11,000 — Long-term deferred project costs 13,435 5,758 Long-term prepaid taxes 4,144 3,677 Other 31,850 34,319 Other long-term assets $ 172,775 $ 695,712 1 E ntire balance consists of finished goods under the safe harbor program. Refer to Note 10. 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 . As of January 2, 2022, $0.1 million was included in amortization expense related to the amortization of our capitalized CCA costs. As of January 3, 2021, there was no amortization expense for capitalized CCA costs. Accrued Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Employee compensation and employee benefits $ 21,256 $ 23,312 Interest payable 8,454 8,796 Short-term warranty reserves 30,144 29,337 Restructuring reserve 2,137 2,808 Legal expenses 9,308 10,493 Taxes payable 5,111 25,968 Other 42,465 21,201 Accrued liabilities $ 118,875 $ 121,915 Other Long-term Liabilities As of (In thousands) January 2, 2022 January 3, 2021 Deferred revenue $ 40,321 $ 44,927 Long-term warranty reserves 59,962 52,540 Unrecognized tax benefits 14,689 12,584 Long-term pension liability 4,151 5,185 Long-term deferred tax liabilities 15,834 13,468 Long-term taxes payable 866 2,234 Related-party liabilities 1,458 1,458 Other 27,281 25,201 Other long-term liabilities $ 164,562 $ 157,597 Accumulated Other Comprehensive Income As of (In thousands) January 2, 2022 January 3, 2021 Cumulative translation adjustment $ 9,620 $ 9,635 Net gain on long-term pension liability obligation 1,548 (250) Net gain on long-term derivative financial instrument — (570) Deferred taxes — (16) Accumulated other comprehensive income $ 11,168 $ 8,799 |
Business Combination and Divest
Business Combination and Divestitures | 12 Months Ended |
Jan. 02, 2022 | |
Business Combinations and Divestitures [Abstract] | |
Business Combination and Divestitures | BUSINESS COMBINATION AND DIVESTITURES 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 (“Albatross”), a Delaware limited liability company and an affiliate of Blue Raven, pursuant to a Securities Purchase Agreement (“Purchase Agreement”). The acquisition is expected to complement our geographic footprint and expand our growth by serving more residential solar customers in under-penetrated areas, including the Northwest and Mid-Atlantic regions. Pursuant to the Purchase Agreement, the Company agreed to pay up to $145.0 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 for payment 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 and retention agreements entered into with such individuals. The Company also agreed to make an additional cash payment of up to $20.0 million (the “Contingent Payment”) based on Blue Raven’s revenue for the period beginning on September 13, 2021 and ending June 19, 2022 meeting certain quantitative thresholds. The acquisition was accounted for in accordance with the guidance in ASC 805, Business Combinations . Under such guidance, transactions entered at the same time or in contemplation of one another must combined as a single transaction. Consequently, we concluded that Albatross is a Variable Interest Entity (“VIE”) in accordance with the guidance in ASC 810, Consolidation , as it does not have the ability to finance its own operations without additional subordinated financial support, and our investment in Albatross represents variable interest. After performing the assessment of required criteria for consolidation of VIE’s, we determined that we are the primary beneficiary of Albatross as we have power to direct the activities that significantly impact its economic performance and we have exposure to significant profits or losses, and as such, we will consolidate it. Purchase consideration under ASC 805 was determined as follows: (In thousands) Total contract price $ 145,000 Estimated initial working capital adjustment 2 3,430 Deferred payments to sellers, employees, and service providers to be paid at a later date 1 (5,420) Cash paid at closing 143,010 Fair value of Contingent Consideration 11,100 Cash paid to Blue Raven employees to settle pre-existing performance-based equity compensation plan in excess of fair value 1 (11,087) Final working capital adjustment 2 413 Total purchase consideration $ 143,436 1 These adjustments were excluded from the purchase accounting as they related to future services, and therefore, considered as a post-acquisition compensation expense. 2 Total cash consideration was adjusted by an initial working capital adjustment of $3.4 million, which was later finalized for an additional final estimated working capital adjustment of $0.4 million to be paid in the first quarter of fiscal 2022, and is included within “ Accounts Payable ” on our consolidated balance sheets as of January 2, 2022. Fair value of the contingent consideration of $20 million was estimated to be $11.1 million using the income approach, by applying the real options valuation method. Assumptions used in the calculations include revenue volatility, duration of the earn-out, and discount rate. The contingent consideration liability will be remeasured at fair value at each reporting date until such contingency is resolved. Remeasurement of the contingent consideration as of January 2, 2022 resulted in an increase of $2.4 million, and was included within sales, general, and administrative expense in our consolidated statements of operations for the fiscal year ended January 2, 2022. We also incurred transaction costs of $5.0 million directly relating to the acquisition, which were expensed as incurred and included within sales, general, and administrative expense in our consolidated statements of operations for the fiscal year ended January 2, 2022. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were based on valuation performed by independent third-party valuation specialists. These adjustments were based on a discounted cash flow model as well as a series of judgments and estimates that were made as of the date of the acquisition. The fair values of the identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date, including the final working capital adjustment, were as follows: (In thousands) Current assets 1 $ 8,957 Intangible assets acquired 22,900 Other long-term assets 2,243 Total assets acquired 34,100 Current liabilities 16,328 Long-term liabilities 673 Total liabilities assumed 17,001 Net assets acquired 17,099 Total purchase consideration 143,436 Goodwill $ 126,337 1 Includes cash and cash equivalents acquired of $4.3 million. Goodwill is calculated as the excess of the purchase consideration over the estimated fair value assigned to identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill amount represents the expected synergies of the combined business, including, but not limited to, assembled workforce that does not qualify for separate recognition as an intangible asset under the accounting guidance. The entire amount of Goodwill was allocated to our Residential, Light Commercial (“RLC”) segment and is deductible for tax purposes. The fair value of acquired intangible assets was determined as follows, including their estimated useful lives: Fair value Estimated useful life (in thousands) (in years) Developed technology $ 3,700 3 Brand 15,800 4 Non-compete agreements 3,400 3 Total identified intangible assets $ 22,900 Developed technology relates to software costs incurred by Blue Raven for its CRM software solution which was utilized to streamline their sales pipeline process including customer acquisition and monitoring, tracking sales incentives, and tracking future potential upsells. Developed technology was valued using the replacement cost method under the cost approach, based on cash flows discounted to present value by the calculated expected replacement cost of the software that a market participant would incur. The estimated useful life was determined based on the remaining life of the technology before a significant update is required. Brand relates to the “Blue Raven” trade name acquired with the acquisition. The fair value of Brand was determined by applying the relief-from-royalty method under the income approach. The estimated useful life was determined based on the probability of the Brand usage. Non-compete agreements represent the fair value of non-competition agreements signed by certain sellers as part of the transaction. The fair value of non-compete agreements was determined using the incremental cash flow method which compares the discounted cash flows to be derived from the Blue Raven business under a with and without competition scenario, which results in the fair value ascribed to the non-compete agreement. The estimated useful life was determined based on the term of these non-compete agreements. The operating results of Blue Raven have been included in our consolidated financial statements for the fiscal year ended January 2, 2022, starting from the acquisition date of October 4, 2021. For the year ended January 2, 2022, total revenues and net loss of Blue Raven included within our RLC segment in our consolidated statements of operations is $41.6 million and $11.8 million, respectively. The following table below summarizes the unaudited pro forma consolidated information as if the acquisition had occurred on December 30, 2019, the first day of the Company’s 2020 fiscal year. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Total revenues $ 1,425,736 $ 1,250,723 Net income (loss) attributable to stockholders $ (21,559) $ 463,075 The unaudited pro forma financial information includes adjustments to give effect to pro forma events that are directly attributable to the acquisition. The pro forma financial information includes adjustments primarily for amortization charges for acquired intangible assets, compensation expense for deferred service provider payments, certain service-based contingent consideration, and income tax effects of these adjustments. The unaudited pro forma information is presented for informational purposes only and is not indicative of our consolidated results of operations that would have been achieved if the acquisition had taken place at such time. 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 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 consolidated statements of operations for the fiscal year ended January 2, 2022. 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 fiscal year ended January 2, 2022 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 on business divestitures, net” in our consolidated statements of operations for the fiscal year ended January 2, 2022. 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 fiscal year ended January 2, 2022 was as follows: (In thousands) Net proceeds received $ 8,051 Book value of net assets sold (2,760) Net gain on sale $ 5,291 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jan. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill presented on our consolidated financial statements represent Goodwill resulting from acquisition of Blue Raven (Refer Note 5. Business Combination and Divestitures ). Other Intangible Assets The following table represents our other intangible assets with finite useful lives: (In thousands) Gross Carrying Amount Accumulated Amortization Net Book Value As of January 2, 2022: Developed technology $ 3,700 $ (308) $ 3,392 Brand 15,800 (988) 14,812 Non-compete agreements 3,400 (283) 3,117 Software development costs 1 4,077 (519) 3,558 Total $ 26,977 $ (2,098) $ 24,879 1 Includes our external-use software development costs which are being capitalized in accordance with ASC 985-20, Software to be Sold or Leased Externally . Refer to Note 1. Organization and Summary of Significant Accounting Policies for details. Aggregate amortization expense for intangible assets was $1.7 million, $5.0 million, and $7.4 million for fiscal years 2021, 2020, and 2019, respectively. No impairment loss was recorded for intangible assets for the fiscal years 2021, 2020, and 2019. As of January 2, 2022, the estimated future amortization expense related to intangible assets with finite useful lives for each of the next four fiscal years was as follows: Expected Amortization Expense Fiscal Year (In thousands) 2022 $ 8,580 2023 7,489 2024 5,847 2025 2,963 Total $ 24,879 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 02, 2022 | |
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 January 2, 2022 and January 3, 2021: January 2, 2022 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 457,352 — — 457,352 614,148 — — 614,148 Total assets $ 465,726 $ 8,374 $ — $ 457,352 $ 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 year ended January 2, 2022 (see Note 11. 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, to mitigate volatility in reported earnings that results from the use of different measurement attributes (see Note 10. 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 year ended January 2, 2022. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the year ended January 2, 2022. (In thousands) Beginning balance as of January 3, 2021 Equity Distribution 1 Additional Investment Other adjustment 2 Ending balance as of January 2, 2022 Equity investments with FVO $ 9,924 $ (2,276) $ — $ 726 $8,374 1 During the second quarter of fiscal 2021, we received $2.3 million in cash proceeds from SunStrong Partners. The distribution reduced our equity investment balance in SunStrong Partners classified in “other long-term assets” on our consolidated balance sheet. 2 During the second quarter of fiscal 2021, we recognized $0.7 million gain on change in valuation of equity investments within “ other, net ” in our 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 Combination and Divestitures for details). 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 January 2, 2022. Included in the table are the inputs or 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 fiscal 2021 and 2020, we recorded a gain of $21.0 million and a gain of $690.8 million , respectively, within “other, net” in our consolidated statement of operations. During the year ended January 2, 2022, we sold one million shares of Enphase common stock in open market transactions for cash proceeds of $177.8 million . During the year ended January 3, 2021, we sold three million of shares of Enphase common stock in open market transactions for cash proceeds of $250.6 million. As of January 2, 2022 , we retained 2.5 million shares of Enphase common stock. Equity investments without readily determinable fair value |
Restructuring
Restructuring | 12 Months Ended |
Jan. 02, 2022 | |
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 implemented in the first quarter of fiscal 2021, a majority of our approximately 170 primarily manufacturing employees exited the business. We expected to incur restructuring charges totaling approximately $7.0 million to $9.0 million, consisting primarily of severance benefits (between $4.0 million and $5.0 million) and real estate lease termination costs (between $3.0 million and $4.0 million). 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 in providing R&D services. The proceeds for the assets and sale of R&D services, reduced our previously anticipated restructuring charges by approximately $1.2 million. As of January 2, 2022, 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 relate to payroll for some employees expected to be incurred through 2022, concurrent with the end of the R&D services agreement, as well as repayment of the remaining outstanding lease payments with respect to the facility. 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 fiscal 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 function, 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 January 2, 2022, we had incurred approximately $11.2 million in restructuring charges consisting primarily of severance and retention benefits. The 2019 restructuring plan is substantially completed, with the only remaining activities on the plan relating to severance and cash award payments for certain employees still retained by the restructuring plan. The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our consolidated statements of operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 January 2021 Restructuring Plan: Severance and benefits $ 3,517 $ — $ — Other costs 1 42 — — Total January 2021 Restructuring Plan 2 3,559 — — December 2019 Restructuring Plan: Severance and benefits $ 978 $ 2,678 $ 7,355 Other costs 1 112 6 41 Total December 2019 Restructuring Plan 1,090 2,684 7,396 Other Legacy Restructuring Plans (130) (80) 7,231 Total restructuring charges (credits) $ 4,519 $ 2,604 $ 14,627 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 consolidated statements of operations for the fiscal year ended January 2, 2022. The following table summarizes the restructuring reserve activities during the year ended January 2, 2022: Fiscal Year (In thousands) 2020 Charges (Benefits) (Payments) Recoveries 2021 January 2021 Restructuring Plan: Severance and benefits $ — $ 3,517 $ (2,753) $ 764 Other costs 1 — 42 (42) — Total January 2021 Restructuring Plan — 3,559 (2,795) 764 December 2019 Restructuring Plan: Severance and benefits $ 2,608 $ 978 $ (2,213) $ 1,373 Other costs 1 — 112 (112) — Total December 2019 Restructuring Plan 2,608 1,090 (2,325) 1,373 Other Legacy Restructuring Plans 200 (130) (70) — Total restructuring reserve activities $ 2,808 $ 4,519 $ (5,190) $ 2,137 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 02, 2022 | |
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, as well as certain vehicle finance leases which are cancellable with a fee and subject to renewal options of month-to-month after the initial term, and recorded and presented within “property, plant, and equipment, net” on our consolidated balance sheets (see Note 4. Balance Sheet Components ). 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: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Operating leases: Operating lease expense $ 14,095 $ 14,128 Sublease income (437) (272) Rent expense $ 13,658 $ 13,856 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 16,787 $ 18,984 Right-of-use assets obtained in exchange for leases $ 19,628 $ 22,794 Weighted-average remaining lease term (in years) - operating leases 5.8 7.6 Weighted-average discount rate - operating leases 8.5 % 9 % The future minimum lease payments to be paid under non-cancellable leases in effect as of January 2, 2022, are as follows (in thousands): As of January 2, 2022 Operating leases 2022 $ 15,765 2023 14,031 2024 10,185 2025 6,397 2026 5,201 Thereafter 12,817 Total lease payments 64,396 Less: imputed interest (14,829) Total $ 49,567 Purchase Commitments Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f January 2, 2022 are as follows: (In thousands) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total 1 Future purchase obligations $ 201,598 $ 33,148 $ 1,710 $ 775 $ 778 $ 4,529 $ 242,538 1 Total future purchase obligations consisted of $73.5 million related to non-cancellable purchase orders and $169.0 million related to long-term supply agreements. The future purchase obligations presented above primarily consist of commitments to purchase photovoltaic modules pursuant to our supply agreement with Maxeon Solar entered into on August 26, 2020, as well as commitments to purchase MLPEs supplied by one vendor. Our supply agreement with Maxeon Solar was amended on February 14, 2022, effective in the first quarter of fiscal 2022, and will remain in effect until December 31, 2023. The supply agreement also increases purchase prices and includes exclusivity provisions that will last until December 31, 2022 for certain products, and may be extended to October 13, 2023 for other products upon the satisfaction of certain conditions. 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 fiscal 2021, 2020, and 2019: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Balance at the beginning of the period $ 81,877 $ 101,380 $ 121,512 Accruals for warranties issued during the period 48,475 16,650 17,146 Settlements and adjustments during the period (40,246) (36,153) (37,278) Balance at the end of the period $ 90,106 $ 81,877 $ 101,380 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 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. During the fourth quarter of fiscal 2021, we identified a cracking issue that developed over time in certain factory-installed connectors within third-party commercial equipment supplied to SunPower. While there have been no reported safety incidents or degradation of performance attributed to the issue, to avoid potential longer-term complications and ensure an excellent lifetime customer experience, we are proactively replacing all of these connectors. We plan to replace the connectors in impacted equipment largely during fiscal 2022. In connection with the issue and planned remedial actions, we recorded a one-time quality charge of $26.5 million in fourth quarter of fiscal 2021. Total charge was estimated using assumptions of cost to be incurred on labor and material based on our plan and quoted third-party prices to replace all the installed and uninstalled connectors. 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 January 2, 2022 and January 3, 2021, we had $5.5 million and $9.1 million, respectively, classified as “accrued liabilities,” and $3.4 million and $3.1 million, respectively, classified as “other long-term liabilities” on our consolidated balance sheets for such obligations. Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $14.7 million and $12.6 million as of January 2, 2022 and January 3, 2021, respectively. These amounts are included within “other long-term liabilities” on our 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 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 January 2, 2022 , 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 end of the fiscal year ended January 2, 2022. Maxeon Solar’s remaining obligations under the Hemlock Agreements amount to $125.8 million for fiscal 2022. This is gross of prepayments of $49.2 million as of January 2, 2022. 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 fiscal year ended January 2, 2022, 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 certain 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 these litigations 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 these litigations subject to the guarantee as of the fiscal year ended January 2, 2022. There has been no change in the fair value of the liability since the initial valuation of the guarantee. Legal Matters We are a party to various litigation matters and claims, including but not limited to intellectual property, environmental, and employment matters, 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. In the fourth quarter of 2021, we settled an ongoing litigation matter including proceeds of $14.8 million, which is included within “Sales, general, and administrative” on our consolidated statements of operations for the fiscal year ended January 2, 2022. |
Equity Investments
Equity Investments | 12 Months Ended |
Jan. 02, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | EQUITY INVESTMENTSOur 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 consolidated statements of operations. Mark-to-market gains and losses on equity investments with readily determinable fair value are reflected as “other, net” under other income (expense), net in our consolidated statements of operations. The carrying value of our equity investments, classified as “other long-term assets” on our consolidated balance sheets, are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 457,352 $ 614,148 Total equity investments with readily determinable fair value 1 457,352 614,148 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 685 679 Total equity investments without readily determinable fair value 807 801 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 $ 466,533 $ 624,873 1 During the fiscal year ended January 2, 2022, we sold 1 million shares of Enphase common stock. As of January 2, 2022, we had 2.5 million shares of Enphase common stock, 2 million shares of which are within current assets as short-term investments, and 0.5 million shares of which are within other long-term assets. Refer to Note 7. 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. Under ASC 810, Consolidation , an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • The power to direct the activities that most significantly impact the economic performance of the VIE; and • The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees’ economic performance, including powers granted to the investees’ governing board and, to a certain extent, a company’s economic interest in the investee. We analyze our investments in VIEs and classify them as either: • A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or • A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest. As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees’ economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Unconsolidated VIEs On November 5, 2018, we sold a portion of our interest in certain entities that have historically held the assets and liabilities comprising our residential lease business to an affiliate of Hannon Armstrong. The residential lease assets are held in SunStrong which owns and operates those assets. The SunStrong partnership is planned to scale as new residential lease assets are contributed to the partnership. In furtherance of our long-term strategic goals, in June 2019, we entered into a joint venture with Hannon Armstrong and SunStrong to form SunStrong Partners, a jointly owned entity formed to own, operate, and control residential lease assets. Bank of America Merrill Lynch (“BAML”) provided cash equity and a multi-draw term loan, with additional equity provided by us, Hannon Armstrong, and SunStrong. In June 2019, we made a $9.5 million equity investment in SunStrong Partners, in exchange for a 47.5% equity ownership. Further, in June 2019, we entered into a joint venture with Hannon Armstrong and SunStrong to form 8point3 Solar Investco 3 Holdings, LLC (“8point3 Holdings”), a jointly owned entity to own, operate and control a separate portfolio of existing residential lease assets, that was purchased from Capital Dynamics. Hannon Armstrong provided all of the necessary initial capital contribution to 8point3 Holdings that was used to purchase this portfolio and Hanon Armstrong owns 45.1% of the equity in 8point3 Holdings. In connection with the formation of this joint venture, we received a 44.9% of the equity interest for a minimal value. SunStrong owns the remaining 10% of the equity in 8point3 Holdings. With respect to our interest in SunStrong and SunStrong Partners, we have offered certain substantive, non-standard indemnities to the investees or third-party tax equity investors, related to cash flow losses arising from a recapture of California property taxes on account of a change in ownership, recapture of federal tax attributes, and any cash flow losses from leases that do not generate the promised savings to homeowners or tax equity investors. The maximum exposure to loss arising from the indemnification for SunStrong is limited to the consideration received for the solar power systems. The maximum exposure to loss arising from the indemnification for SunStrong Partners is limited to $250 million. Our retention of these indemnification obligations may require us to absorb losses that are not proportionate with our equity interests. As such, we determined that the investees are variable interest entities. Based on the assessment of the required criteria for consolidation, we determined that we do not have the power to unilaterally make decisions that affect the performance of these investees. Under the respective operating and governance agreements, we and Hannon Armstrong are given equal governing rights and all major decisions, including among others, approving or modifying the budget, terminating service providers, incurring indebtedness, refinancing any existing loans, declaring distributions, commencing or settling any claims. Therefore, we concluded that these investees are under joint control and we are not the primary beneficiary of these investees. During the second quarter of fiscal 2021, we received a total of $2.3 million in cash proceeds from SunStrong Partners. The distribution was in accordance with the Limited Liability Company Operating Agreement for SunStrong Partners upon closing of the tax equity fund and was approved by the SunStrong Board of Directors on July 2, 2021. The distribution reduced our equity investment balance in SunStrong Partners and is classified in “other long-term assets” on our consolidated balance sheet. During the second quarter of fiscal 2021, we recognized $0.7 million gain on change in valuation of equity investments within “other, net” in our consolidated statement of operations. The gain was primarily due to change in forecasted cash flows of SunStrong, resulting from the sale of certain commercial projects (refer to Note 5. Business Combination and Divestitures for details). 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 7. 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 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Summarized statements of operations information: Revenues $ 136,428 $ 123,772 $ 72,595 Gross income (loss) 5,575 (10,788) (16,786) Net (loss) income (37,913) 52,483 1,374 As of (In thousands) January 2, 2022 January 3, 2021 Summarized balance sheet information: Current assets $ 93,722 $ 93,752 Long-term assets 1,626,125 1,378,382 Current liabilities 65,872 48,126 Long-term liabilities 1,295,540 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 with investees are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 28,900 $ 16,767 Accrued liabilities 53 7,996 Contract liabilities 17,442 27,426 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenues and fees received from investees for products/services $ 202,386 $ 201,130 $ 109,512 (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 fiscal year ended January 2, 2022. Refer to Note 5. Business Combination and Divestitures for additional details on the sales. Consolidated VIEs Our sale of solar power systems to residential and commercial customers in the United States are eligible for the ITC. Under current law, the ITC was reduced from approximately 30% of the cost of the solar power systems to approximately 26% for solar power systems that commenced construction after December 31, 2019. With the recent extension of the ITC passed in January 2021, the current 26% ITC will continue for solar power systems that commence construction before December 31, 2022, before being reduced to 22% for solar power systems that commence construction after December 31, 2022, and permanently reduced to 10% for commercial projects and 0% for residential projects for solar power systems that commence construction after December 31, 2023. IRS guidance on the current law provides for the ability to obtain a safe harbor with respect to the ITC on qualifying solar power systems, allowing preservation of the current ITC rates for projects that are completed after the scheduled reduction in rates assuming other required criteria as prescribed by the IRS are met. In September 2019, we entered into the Solar Sail LLC ( “ Solar Sail ” ) and Solar Sail Commercial Holdings, LLC ( “ Solar Sail Commercial ” ) joint ventures with Hannon Armstrong, to finance the purchase of 200 MWs of panel inventory in accordance with IRS safe harbor guidance, to preserve the 30% federal ITC for third-party owned commercial and residential systems. The companies expected to increase the volume in later years, for which Hannon Armstrong extended a secured financing of up to $112.6 million; however, no additional amount was borrowed as of January 2, 2022 (Refer to Note 11. Debt and Credit Sources for other terms and conditions of this facility). The portion of the value of the safe harbored panels was funded by equity contributions in the joint venture of $6.0 million each by SunPower and Hannon Armstrong. Based on the relevant accounting guidance summarized above, we determined that Solar Sail and Solar Sail Commercial are VIEs and after performing the assessment of required criteria for consolidation, we determined that we are the primary beneficiary of Solar Sail and Solar Sail Commercial as we have power to direct the activities that significantly impact the entity’s economic performance and we have exposure to significant profits or losses, and as such, we consolidate both of these entities. Total revenue of these consolidated VIEs was $18.0 million and $13.5 million for the fiscal years ended January 2, 2022 and January 3, 2021, 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 January 2, 2022 , we had $62.1 million of assets from the consolidated VIEs. |
Debt and Credit Sources
Debt and Credit Sources | 12 Months Ended |
Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our consolidated balance sheets: January 2, 2022 January 3, 2021 (In thousands) Face Value Short-term Long-term Total 2, 3 Face Value Short-term Long-term Total 2, 3 Recourse Debt: Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ — $ 62,634 $ 62,531 $ — $ 62,531 4.00% debentures due 2023 1 424,991 — 423,677 423,677 425,000 — 422,443 422,443 CEDA loan — — — — 30,000 — 29,219 29,219 PNC Energy Capital loan 4 — — — — 5,545 597 4,948 5,545 Asset-Backed Loan 60,800 60,579 — 60,579 32,752 32,690 — 32,690 Safe Harbor 48,529 47,894 — 47,894 77,770 54,190 21,720 75,910 Total recourse debt $ 534,320 $ 108,473 $ 423,677 $ 532,150 $ 633,701 $ 150,008 $ 478,330 $ 628,338 Non-Recourse Debt: Vendor Financing and Other Debt $ 4,576 $ 4,196 $ 380 $ 4,576 $ 560 $ — $ 560 $ 560 Construction project debt — — — — 9,656 9,582 — 9,582 Total non-recourse debt $ 4,576 $ 4,196 $ 380 $ 4,576 $ 10,216 $ 9,582 $ 560 $ 10,142 Total $ 538,896 $ 112,669 $ 424,057 $ 536,726 $ 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 and $4.0 thousand during the first and fourth quarters of fiscal 2021, respectively, due to a bond conversion during each quarter. 2 Refers to the total carrying value of the outstanding debt arrangement. 3 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. For our non-convertible debt, we believe the carrying value approximates the fair value, based on our intention to fully repay or transfer the obligations at their face values plus any applicable interest, and is categorized within Level 3 of the fair value hierarchy. 4 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 Combination and Divestitures for additional details). As of January 2, 2022, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total Aggregate future maturities of outstanding debt $ 113,510 $ 425,058 $ 71 $ 75 $ 78 $ 104 $ 538,896 Convertible Debt The following table summarizes our outstanding convertible debt: January 2, 2022 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 423,677 424,991 501,489 422,443 425,000 549,398 $ 423,677 $ 424,991 $ 501,489 $ 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. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due 2021. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. Interest was payable on the 0.875% debentures due 2021 semi-annually, beginning on December 1, 2014. The 0.875% debentures due 2021 were convertible into shares of our common stock at any time. During the fiscal year ended January 2, 2022, we repaid the remaining outstanding principal amount of $62.5 million. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% senior convertible debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 was acquired by Total. 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. 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. Financing for Safe Harbor Panels Inventory On September 27, 2019, we entered into a joint venture with Hannon Armstrong, to finance up to 200 MWs of panels inventory, preserving the 30% federal ITC for third-party owned commercial and residential systems and meeting safe harbor guidelines. The loan carries an interest rate of 7.5% per annum payable quarterly. Principal amount on the loan is expected to be repaid quarterly from the financing proceeds of the underlying projects. The ultimate maturity date for the loan is June 30, 2022. As of January 2, 2022 and January 3, 2021, we had $48.5 million and $77.8 million, respectively, outstanding under this facility. Asset-Backed Loan with Bank of America On March 29, 2019, we entered into a Loan and Security Agreement with Bank of America, N.A, which, together with subsequent amendments, provides a revolving credit facility secured by certain inventory and accounts receivable in the maximum aggregate principal amount of $75.0 million. The Loan and Security Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-backed credit facilities. The facility bears a floating interest rate of LIBOR plus an applicable margin, and matures on the earliest of (1) October 15, 2022 (a date that is 91 days prior to the maturity of our 4.00% debentures due 2023), (2) March 29, 2024, or (3) the termination of the commitments thereunder. The balance outstanding on the revolver was $60.8 million and $32.8 million, respectively, as of January 2, 2022 and January 3, 2021. Loan Agreement with 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 were to mature on April 1, 2031 and bore interest at a fixed rate of 8.50% through maturity 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 had 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 could be retired any time at par value. During the fiscal year ended January 2, 2022, we repaid the outstanding principal amount of our $30.0 million loan with CEDA. September 2011 Letter of Credit Facility with Deutsche Bank and Deutsche Bank Trust Company Americas (together, “ Deutsche Bank Trust ” ) In September 2011, we entered into a letter of credit facility with Deutsche Bank Trust which provides for the issuance, upon our request, of letters of credit to support our obligations in an aggregate amount not to exceed $200.0 million. Each letter of credit issued under the facility is fully cash-collateralized and we have entered into a security agreement with Deutsche Bank Trust, granting them a security interest in a cash collateral account established for this purpose. As of January 2, 2022, and January 3, 2021, letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $2.2 million and $2.7 million, respectively, which were fully collateralized with restricted cash on the consolidated balance sheets. October 2021 Letter of Credit Facility with Bank of the West In October 2021, we entered into a letter of credit facility with Bank of the West which provides for the issuance, upon our request, of letters of credit to support our obligations in an aggregate amount not to exceed $25.0 million. Each letter of credit issued under the facility is fully cash-collateralized and we have entered into a security agreement with Bank of the West, granting them a security interest in a cash collateral account established for this purpose. As of January 2, 2022, letters of credit issued and outstanding under the Bank of the West facility totaled $19.3 million, which were fully collateralized with restricted cash on the consolidated balance sheets. Non-Recourse 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 and vendor financing arrangements. As of January 2, 2022 and January 3, 2021, we had non-recourse debt of $4.6 million outstanding. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Jan. 02, 2022 | |
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 January 2, 2022, 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 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 fiscal years ended January 2, 2022 and January 3, 2021 , we recognized revenue of $54.3 million and $127.9 million, respectively, for sales to this joint venture. Sales were due to the continued recognition of EPC revenue during the fiscal years, 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 “ TotalEnergies ” ) 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% 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 TotalEnergies 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 remain 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, which has been filled as of December 31, 2021. 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. 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 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 January 2, 2022 , we had $38.7 million of “Contract assets,” $3.0 million of “Contract liabilities” a nd $0.2 million of “ Accounts receivable, net ” on our consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. In connection with a co-development solar project in Chile between us and Total, we sold all of our 50% of ownership interests in the co-development project to Total in fiscal 2019, for proceeds of $14.1 million, and recognized a gain of $11.0 million, which is included within “ other, net ” in our consolidated statements of operations for fiscal 2019. 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) January 2, 2022 January 3, 2021 Accounts receivable $ 238 $ 76 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue: Solar power systems, components, and other $ 54,285 $ 127,872 $ 6,343 Cost of revenue: Solar power systems, components, and other 46,404 95,458 5,174 Other income: Gain on early retirement of convertible debt — 1,857 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 13 329 Interest expense incurred on the 0.875% debentures due 2021 — 1,238 2,188 Interest expense incurred on the 4.00% debentures due 2023 4,000 4,000 4,000 The below table summarizes our transactions with Maxeon Solar for the fiscal year ended January 2, 2022 and January 3, 2021: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 224,576 96,217 Research and development expenses reimbursement received $ 33,475 12,473 Income from transition services agreement, net $ 5,876 6,260 The Company had the following balances related to transactions with Maxeon Solar as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Prepaid and other current assets $ 1,928 3,486 Accrued liabilities $ 7,493 4,634 Accounts payable $ 27,724 32,591 Other long-term liabilities $ 1,458 — |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the year ended January 2, 2022, our income tax provision of $5.2 million on a loss from continuing operations before income taxes and equity in earnings of unconsolidated investees of $32.8 million was primarily due to deferred tax liability related to mark-to-market unrealized gains on equity investments and state taxes on the sale of investments, partially offset by the benefit from stock-based compensation windfall deduction and true-up of prior year estimated state tax liability. In the year ended January 3, 2021, our income tax provision of $57.5 million on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $654.6 million was primarily due to state tax expenses arising from the taxable gains related to the Spin-Off transaction, withholding taxes from foreign dividend distributions, sale of equity investments, and deferred tax liability related to mark-to-market unrealized gain on equity investments. In the year ended December 29, 2019, our income tax provision of $16.5 million on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $191.0 million was primarily due to expenses from foreign power plant projects and tax expenses in foreign jurisdictions unrelated to Maxeon Solar that were profitable. We do not have any income or loss from discontinued operations for the year ended January 2, 2022. In the year ended January 3, 2021, our income tax benefit of $3.2 million on a loss from discontinued operations before income taxes and equity in earnings of unconsolidated investees of $125.6 million was primarily due to allocation of the state tax benefit related to discontinued operations, offset by foreign taxes in foreign jurisdictions that were profitable. In the year ended December 29, 2019, our income tax provision of $10.1 million on a loss from discontinued operations before income taxes and equity in earnings of unconsolidated investees of $165.0 million was primarily due to tax expenses in foreign jurisdictions that were profitable. The adoption of ASU 2019-12, Simplifying the Accounting for Income Taxes , during fiscal 2021 did not have a material impact on our condensed consolidated financial statements. The geographic distribution of income (loss) from continuing operations before income taxes and equity earnings (losses) of unconsolidated investees and the components of provision for income taxes are summarized below: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees: U.S. income (loss) $ (35,920) $ 660,029 $ 139,420 Non-U.S. income (loss) 3,097 (5,460) 51,588 Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees $ (32,823) $ 654,569 $ 191,008 Provision for income taxes: Current tax benefit (expense) Federal (125) (846) (328) State (2,047) (35,383) (370) Foreign 568 (7,900) (15,283) Total current tax expense (1,604) (44,129) (15,981) Deferred tax benefit (expense) Federal — — (100) State (3,022) (13,716) — Foreign (593) 296 (428) Total deferred tax benefit (expense) (3,615) (13,420) (528) Benefit from (provision for) income taxes $ (5,219) $ (57,549) $ (16,509) The benefit from (provision for) for income taxes differs from the amounts obtained by applying the statutory U.S. federal tax rate to income before taxes as shown below: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Statutory rate 21 % 21 % 21 % Tax benefit (expense) at U.S. statutory rate $ 6,893 $ (137,459) $ (40,112) Foreign rate differential (222) (3,694) (5,193) State income taxes, net of benefit (2,437) (43,948) (370) Section 956 and Subpart F (493) (2,431) (4,774) Tax credits (investment tax credit and other) 1,661 1,323 2,684 Change in valuation allowance (19,115) 201,660 35,439 Unrecognized tax benefits (2,105) (6,977) (821) Non-controlling interest & nontaxable income 740 — (4,482) Global intangible low-taxed income (“GILTI”) (355) (794) 3,088 Section 163L interest (840) (1,189) (1,299) Maxeon Spin-Off taxable gain — (54,537) — Excess tax benefit on stock-based compensation 13,789 711 — Non-deductible executive compensation (2,734) (1,256) (1,237) Other, net (1) (8,958) 568 Total $ (5,219) $ (57,549) $ (16,509) As of (In thousands) January 2, 2022 January 3, 2021 Deferred tax assets: Net operating loss carryforwards $ 163,436 $ 153,931 Tax credit carryforwards 52,678 49,548 Reserves and accruals 60,208 54,052 Stock-based compensation stock deductions 3,187 3,242 Basis difference on third-party project sales 35,013 68,108 Identified intangible assets 5,644 6,502 Other 2,131 1,191 Total deferred tax assets 322,297 336,574 Valuation allowance (173,481) (141,715) Total deferred tax assets, net of valuation allowance 148,816 194,859 Deferred tax liabilities: Fixed asset basis difference (15,031) (20,691) Investment in Enphase (118,885) (157,142) Other (29,697) (28,257) Total deferred tax liabilities (163,613) (206,090) Net deferred tax asset $ (14,797) $ (11,231) As of January 2, 2022, we had federal net operating loss carryforwards of $548.1 million for tax purposes, of which $406.1 million was generated prior to 2018 and will expire at various dates from 2033 to 2037. The remaining federal net operating loss carryforward of $142.0 million was generated in fiscal year 2018 and after and can be carried forward indefinitely under the Tax Cuts and Job Acts of 2017 (“The Tax Act”). As of January 2, 2022, we had California state net operating loss carryforwards of approximately $841.4 million for tax purposes, of which $5.2 million relate to debt issuance and will benefit equity when realized. These California net operating loss carryforwards will expire at various dates from 2029 to 2039. We also had credit carryforwards of approximately $72.6 million for federal tax purposes, of which $16.6 million relate to debt issuance and will benefit equity when realized. We had California credit carryforwards of $4.7 million for state tax purposes, of which $4.0 million relate to debt issuance and will benefit equity when realized. These federal credit carryforwards will expire at various dates from 2023 to 2041, and the California credit carryforwards do not expire. Our ability to utilize a portion of the net operating loss and credit carryforwards is dependent upon our being able to generate taxable income in future periods or being able to carryback net operating losses to prior year tax returns. Our ability to utilize net operating losses may be limited due to restrictions imposed on utilization of net operating loss and credit carryforwards under federal and state laws upon a change in ownership. As of the end of fiscal year 2021, as part of SunPower’s continuing operations, an insignificant amount of the accumulated foreign earnings was located outside of the United States and may be subjected to foreign income tax or withholding tax liability upon repatriations. However, the accumulated foreign earnings are intended to be indefinitely reinvested in our foreign subsidiaries; therefore, no such foreign taxes have been provided. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. On June 29, 2020, the California Assembly Bill (“AB 85”) suspended the use of California net operating loss deduction and limited the maximum business incentive tax credit utilization to $5.0 million annually starting with tax years beginning on or after January 1, 2020 through December 31, 2022. Subsequently on February 9, 2022, California Senate Bill (“SB 113”) was enacted and restores the use of net operating losses and business tax credits that were suspended or limited under AB 85 one year earlier, allowing tax attributes to be used in fiscal year 2022. The tax impact of the new legislation will be recorded in the first quarter of fiscal 2022 in the period of enactment. Valuation Allowance Our valuation allowance is related to deferred tax assets in the United States and Mexico and was determined by assessing both positive and negative evidence. When determining whether it is more likely than not that deferred assets are recoverable, with such assessment being required on a jurisdiction-by-jurisdiction basis, we believe that sufficient uncertainty exists with regard to the realizability of these assets such that a valuation allowance is necessary. Factors considered in providing a valuation allowance include the lack of a significant history of consistent profits, the lack of consistent profitability in the solar industry, the limited capacity of carrybacks to realize these assets, and other factors. Based on the absence of sufficient positive objective evidence, we are unable to assert that it is more likely than not that we will generate sufficient taxable income to realize the U.S. net deferred tax assets. Should we achieve a certain level of profitability in the future, we may be in a position to reverse the valuation allowance which would result in a non-cash income statement benefit. The change in valuation allowance for continuing operations for fiscal 2021 and 2020 was $31.8 million and $196.0 million , respectively. Unrecognized Tax Benefits Current accounting guidance contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for continuing operations during fiscal 2021, 2020, and 2019 is as follows: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Balance, beginning of year $ 86,953 $ 73,439 $ 71,765 Additions for tax positions related to the current year 2,345 15,179 137 Additions for tax positions from prior years 113 41 1,624 Reductions for tax positions from prior years/statute of limitations expirations (5,129) (1,634) (28) Foreign exchange (gain) loss (69) (72) (59) Balance at the end of the period $ 84,213 $ 86,953 $ 73,439 Included in the unrecognized tax benefits at fiscal 2021 and 2020 for continuing operations is $16.7 million and $16.3 million, respectively, that if recognized, would result in a reduction of our effective tax rate. The amounts differ from the long-term liability recorded of $14.7 million and $12.6 million as of fiscal 2021 and 2020, respectively, primarily due to marked to market deferred tax liability for fiscal 2020 and accrued interest and penalties. We believe that events that could occur in the next 12 months and cause a change in unrecognized tax benefits include, but are not limited to, the following: • commencement, continuation or completion of examinations of our tax returns by the U.S. or foreign taxing authorities; and • expiration of statutes of limitation on our tax returns. The calculation of unrecognized tax benefits involves dealing with uncertainties in the application of complex global tax regulations. Uncertainties include, but are not limited to, the impact of legislative, regulatory, and judicial developments, transfer pricing and the application of withholding taxes. We regularly assess our tax positions in light of legislative, bilateral tax treaty, regulatory, and judicial developments in the countries in which we do business. We determined that an estimate of the range of reasonably possible change in the amounts of unrecognized tax benefits within the next 12 months cannot be made. Classification of Interests and Penalties We accrue interest and penalties on tax contingencies and classify them as “provision for income taxes” in our consolidated statements of operations. Accrued interest as of January 2, 2022 and January 3, 2021 was approximately $2.3 million and $2.4 million, respectively. Accrued penalties as of January 2, 2022 was $0.6 million and not material for the period ending January 3, 2021. Tax Years and Examination We file tax returns in each jurisdiction in which we are registered to do business. In the United States and many of the state jurisdictions, and in many foreign countries in which we file tax returns, a statute of limitations period exists. After a statute of limitations period expires, the respective tax authorities may no longer assess additional income tax for the expired period. Similarly, we are no longer eligible to file claims for refund for any tax that we may have overpaid. The following table summarizes our major tax jurisdictions and the tax years that remain subject to examination by these jurisdictions as of January 2, 2022: Tax Jurisdictions Tax Years United States 2010 and onward California 2002 and onward Philippines 2011 and onward Additionally, certain pre-2010 U.S. corporate tax returns and pre-2002 California tax returns are not open for assessment, but the tax authorities can adjust net operating loss and credit carryovers that were generated. |
Common Stock
Common Stock | 12 Months Ended |
Jan. 02, 2022 | |
Equity [Abstract] | |
Common Stock | COMMON STOCK Common Stock Voting Rights - Common Stock All common stockholders are entitled to one vote per share on all matters submitted to be voted on by our stockholders, subject to the preferences applicable to any preferred stock outstanding. Dividends - Common Stock All common stockholders are entitled to receive equal per share dividends when and if declared by the Board of Directors, subject to the preferences applicable to any preferred stock outstanding. Certain of our debt agreements place restrictions on our and our subsidiaries’ ability to pay cash dividends. Shares Reserved for Future Issuance Under Equity Compensation Plans We had shares of common stock reserved for future issuance as follows: (In thousands) January 2, 2022 January 3, 2021 Equity compensation plans 22,908 17,953 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Jan. 02, 2022 | |
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. ASC 260 requires that companies use income from continuing operations as a “control number” or benchmark to determine whether potential common shares are dilutive or antidilutive. When calculating discontinued operations, we used the same number of potential common shares used in computing the diluted per-share amount of income from continuing operations in computing all other reported diluted per-share amounts, even if the effect will be antidilutive compared to their respective basic per-share amounts. The following table presents the calculation of basic and diluted net income (loss) per share attributable to stockholders: Fiscal Year Ended (In thousands, except per share amounts) January 2, 2022 January 3, 2021 December 29, 2019 Basic net income (loss) per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (37,358) $ 599,355 $ 206,820 Net (loss) income attributable to stockholders - discontinued operations — (124,307) (184,661) Net (loss) income attributable to stockholders $ (37,358) $ 475,048 $ 22,159 Denominator: Basic weighted-average common shares 172,436 169,801 144,796 Basic net (loss) income per share - continuing operations $ (0.22) $ 3.53 $ 1.43 Basic net (loss) income per share - discontinued operations — (0.73) (1.28) Basic net (loss) income per share $ (0.22) $ 2.80 $ 0.15 Diluted net income (loss) per share : Numerator: Net (loss) income attributable to stockholders - continuing operations $ (37,358) $ 599,355 $ 206,820 Add: Interest expense on 0.875% debentures due 2021, net of tax — 1,824 2,765 Add: Interest expense on 4.00% debentures due 2023, net of tax — 12,499 13,430 Net (loss) income available to common stockholders - continuing operations (37,358) 613,678 223,015 Net (loss) income available to common stockholders - discontinued operations $ — $ (124,307) $ (184,661) Denominator: Basic weighted-average common shares 172,436 169,801 144,796 Effect of dilutive securities: Restricted stock units — 318 2,729 0.875% debentures due 2021 — 10,055 8,203 4.00% debentures due 2023 — 17,068 13,922 Dilutive weighted-average common shares: 172,436 197,242 169,650 Dilutive net (loss) income per share - continuing operations $ (0.22) $ 3.11 $ 1.31 Dilutive net (loss) income per share - discontinued operations — (0.63) (1.09) Dilutive net (loss) income per share $ (0.22) $ 2.48 $ 0.22 The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income (loss) per share attributable to stockholders in the following periods: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Restricted stock units 1,651 3,250 929 0.875% debentures due 2021 1,575 — — 4.00% debentures due 2023 17,068 — — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 02, 2022 | |
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 consolidated statements of operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Cost of revenues $ 4,272 $ 3,113 $ 2,740 Research and development 3,076 1,480 1,319 Sales, general, and administrative 18,554 14,961 15,741 Total stock-based compensation expense $ 25,902 $ 19,554 $ 19,800 As of January 2, 2022, the total unrecognized stock-based compensation related to outstanding restricted stock units was $56.3 million, which we expect to recognize over a weighted-average period of 2.2 years. Equity Incentive Programs Stock-based Incentive Plans During fiscal 2021, SunPower had one stock incentive plan: the SunPower Corporation 2015 Omnibus Incentive Plan (“2015 Plan”). The 2015 Plan was adopted by our Board of Directors in February 2015 and was approved by stockholders in June 2015. The 2015 Plan allows for the grant of options, as well as grant of stock appreciation rights, restricted stock grants, restricted stock units, and other equity rights. The 2015 Plan also allows for tax withholding obligations related to stock option exercises or restricted stock awards to be satisfied through the retention of shares otherwise released upon vesting. The 2015 Plan includes an automatic annual increase mechanism equal to the lower of three percent of the outstanding shares of all classes of our common stock measured on the last day of the immediately preceding fiscal year, 6 million shares, or such other number of shares as determined by our Board of Directors. In fiscal 2015, our Board of Directors voted to reduce the stock incentive plan’s automatic increase from 3% to 2% for 2016. As of January 2, 2022, approximately 23.0 million shares were available for grant under the 2015 Plan. Incentive stock options, nonstatutory stock options, and stock appreciation rights may be granted at no less than the fair value of the common stock on the date of grant. The options and rights become exercisable when and as determined by our Board of Directors, although these terms generally do not exceed ten years for stock options. We have not granted stock options since fiscal 2008. All previously granted stock options have been exercised or expired and accordingly no options remain outstanding. Under the 2015 Plan, the restricted stock grants and restricted stock units typically vest in equal installments annually over three The majority of shares issued are net of the minimum statutory withholding requirements that we pay on behalf of our employees. During fiscal 2021, 2020, and 2019, we withheld 0.4 million, 1.3 million , and 0.8 million shares, respectively, to satisfy the employees’ tax obligations. We have typically paid for such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting. Restricted Stock Units The following table summarizes our non-vested restricted stock units’ activities: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share 1 Outstanding as of December 29, 2019 9,326 $ 7.75 Granted 12,797 11.10 Vested 2 (3,596) 9.88 Forfeited (11,360) 7.07 Outstanding as of January 3, 2021 7,167 13.75 Granted 1,932 30.47 Vested 2 (2,905) 14.67 Forfeited (1,325) 15.72 Outstanding as of January 2, 2022 $ 4,869 $ 19.30 1 We estimate the fair value of our restricted stock awards and units at our stock price on the grant date. 2 Vested restricted stock awards include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. |
Segment and Geographical Inform
Segment and Geographical Information | 12 Months Ended |
Jan. 02, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATION Our 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, and includes the results of operations of Blue Raven upon the completion of its acquisition during the fourth quarter of fiscal 2021. The 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. Our chief executive officer, as the chief operating decision maker (“CODM”), reviews our business, manages resource allocations and measures performance of our activities between the 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. 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. One customer in our RLC segment accounted for approximately 15%, 18%, and 10% of total revenues for the year ended January 2, 2022, January 3, 2021, and December 29, 2019, respectively. 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 were part of the Others segment manufactured and sold 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 were 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 a 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 segment 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 segment 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 segment 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 segment 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 segment 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. Beginning in the fourth quarter of fiscal 2021, we also excluded the results of our legacy power plant and legacy O&M businesses, where we are not doing new business and the remaining activities comprise of true-up of estimated milestone payments, settlement of certain warranty obligations on projects, and other wind-down activities from our Non-GAAP results. These businesses are reported within our Others segment and are not representative of our core operations. As such, they are not reflective of ongoing operating results. Litigation We may be involved in various instances of litigation, claims, and proceedings that result in payments or recoveries. We exclude gains or losses associated with such events because the gains or losses do not reflect our underlying financial results in the period incurred. In the fourth quarter of 2021, we settled an ongoing litigation matter and excluded the recoveries from the settlement, net of certain litigation costs incurred, from our segment results. We also exclude all expenses pertaining to litigation relating to businesses that are discontinued as a result of the Spin-Off of Maxeon Solar, for which we are indemnifying them. We believe that it is appropriate to exclude such recoveries and charges from our segment results as they are not reflective of ongoing operating results. Amortization of intangible assets We incur amortization of intangible assets as a result of acquisitions, which includes non-compete arrangements, patents, purchased technology, project pipeline assets, and in-process research and development, including the acquisition of Blue Raven. We believe that it is appropriate to exclude these amortization charges from our segment results as they arise from prior acquisitions and are non-recurring in nature, and are therefore not reflective of ongoing operating results. Acquisition-related costs We will incur certain costs in connection with the acquisition of Blue Raven, that are either paid as part of the transaction or will be paid shortly after, but are considered post-acquisition compensation under the applicable GAAP framework due to the nature of such items. A majority of the expense incurred in the fourth quarter of fiscal 2021 represents cash paid to certain employees of Blue Raven for settlement of their pre-existing share-based payment plan, in excess of the respective fair value. Other post-combination expenses include change in fair value of contingent consideration as well as deferred post-combination employment expense payable to certain Blue Raven employees and sellers. We believe that it is appropriate to exclude these from our segment results as they are directly related to the acquisition transaction and non-recurring in nature, and are therefore not reflective of ongoing operating results. Segment and Geographical Information The following tables present segment results for fiscal 2021, 2020, and 2019 for revenues, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our 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. Fiscal Year Ended January 2, 2022 January 3, 2021 December 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 1,093,443 $ 173,424 $ 7,219 $ 824,065 $ 241,881 $ 6,527 $ 852,293 $ 211,495 $ 72,018 Power Co 27,760 18,041 2,981 24,008 12,930 20,603 11,560 31,816 40,884 Intersegment revenue — — (11) — — 38,444 — — 43,713 Total segment revenues as reviewed by CODM $ 1,121,203 $ 191,465 $ 10,189 $ 848,073 $ 254,811 $ 65,574 $ 863,853 $ 243,311 $ 156,615 Segment gross profit as reviewed by CODM $ 235,445 $ (6,133) $ 3,419 $ 156,083 $ 28,666 $ (24,206) $ 108,733 $ 7,147 $ 39,569 Adjusted EBITDA $ 92,795 $ (28,378) $ 1,500 $ 67,228 $ 6,640 $ (23,981) $ 37,783 $ (35,095) $ 56,484 Reconciliation of Segment Revenues to Consolidated GAAP Revenues Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Total segment revenues as reviewed by CODM $ 1,322,857 $ 1,168,458 $ 1,263,779 Adjustments to segment revenues: Intersegment elimination 11 (38,444) (43,713) Legacy utility and power plant projects — 207 259 Legacy sale-leaseback transactions — — 45 Construction revenue on solar services contracts — (5,392) (128,144) Results of operations of legacy business to be exited 625 — — Consolidated GAAP revenues $ 1,323,493 $ 1,124,829 $ 1,092,226 Reconciliation of Segment Gross Profit to Consolidated GAAP Gross Profit Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Segment gross profit $ 232,731 $ 160,543 $ 155,449 Adjustments to segment gross profit: Intersegment elimination 548 17,366 32,808 Legacy utility and power plant projects — 34 (993) Legacy sale-leaseback transactions — (20) 4,763 Gain (loss) on sale and impairment of residential lease assets 1,537 1,860 1,703 Impairment of property, plant and equipment — (567) — Construction revenue on solar services contracts — (4,734) (20,018) Stock-based compensation expense (4,261) (2,612) (2,390) Amortization of intangible assets — (4,755) (7,135) Gain (loss) on business divestitures, net (81) — — Restructuring charges — 12 — Litigation — — (709) Results of operations of legacy business to be exited (8,867) — — Consolidated GAAP gross profit $ 221,607 $ 167,127 $ 163,478 Reconciliation of Segments EBITDA to Loss before income taxes and equity in (earnings) losses of unconsolidated investees Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Segment adjusted EBITDA $ 65,917 $ 49,887 $ 59,172 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — 34 (993) Legacy sale-leaseback transactions — (20) (5,680) Mark-to-market gain (loss) on equity investments 21,712 690,818 156,345 Gain (loss) on sale and impairment of residential lease assets 6,494 1,815 (25,636) Impairment of property, plant, and equipment, and equity method investment — (567) — Construction revenue on solar services contracts — (4,734) 7,012 Stock-based compensation expense (25,902) (19,554) (19,800) Amortization of intangible assets (1,579) (4,759) (7,135) Gain (loss) on business divestitures, net 143 10,476 143,400 Transaction-related costs (3,153) (2,040) (5,294) Executive transition costs (2,583) — — Business reorganization costs (2,774) (1,537) — Acquisition-related costs (18,764) — — Non-cash interest expense — — (3) Restructuring charges (4,519) (2,592) (14,110) Results of operations of legacy business to be exited (8,867) — — Litigation (1,015) (4,530) (714) Gain on convertible debt repurchased — 2,520 — Equity in losses of unconsolidated investees — — 1,716 Net loss (income) attributable to noncontrolling interests (684) (2,335) (34,037) Cash interest expense, net of interest income (28,793) (32,452) (33,954) Depreciation and amortization (11,390) (16,108) (29,047) Corporate (17,068) (9,753) (234) Income (loss) before income taxes and equity in loss of unconsolidated investees $ (32,825) $ 654,569 $ 191,008 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Planned Sale of the C&I Solutions Business On February 6, 2022, we signed an Equity Purchase Agreement (the “definitive agreement”) with TotalEnergies Renewables for the sale of our C&I Solutions business as part of our focus on and investment in our RLC business. Subject to the terms and considerations set forth in the definitive agreement, TotalEnergies Renewables will acquire all of the issued and outstanding common stock of our C&I Solutions business for aggregate cash consideration of $190.0 million, which is subject to certain adjustments, including cash, indebtedness, working capital surplus/shortfall, and transaction expenses. We will receive additional consideration of up to $60.0 million in cash if certain legislative action is taken between February 6 and June 30, 2022. The sale is subject to customary closing conditions, including internal restructuring of certain legal entities before they are ready for sale, and is currently expected to close before the end of the second quarter of fiscal 2022. Master Supply Agreement with Maxeon Solar On February 14, 2022, we entered into a Master Supply Agreement (the “Master Supply Agreement”) with Maxeon Solar, a Singapore public company limited by shares, which replaces the previous Supply Agreement, dated as of August 26, 2020, by and between us and Maxeon Solar, as amended (the “2020 Supply Agreement”). Under the Master Supply Agreement, we will purchase from Maxeon Solar, and Maxeon Solar will sell to us, certain designated products for use in residential and commercial solar applications in the territory as defined in the agreement, with Maxeon Solar exclusively selling certain designated residential products to us for a period of time as described in the agreement. The Master Supply Agreement will remain in effect until December 31, 2023, subject to customary early termination provisions triggered by a breach of the other party (with the right to cure depending on the breach) and insolvency events affecting the other party. In connection with entry into the Master Supply Agreement, the parties agreed to terminate the 2020 Supply Agreement, effective as of February 14, 2022, which was entered into in connection with the Spin-Off in August 2020, with standard product warranty and outstanding payment and delivery obligations surviving. Class Action Lawsuit |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying 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”) 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 assets of the special purpose entities that we establish in connection with certain project financing arrangements for customers are not designed to be available to service our general liabilities and obligations. |
Fiscal Periods | Fiscal PeriodsWe 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, fiscal 2020 was a 53-week fiscal year, and fiscal 2019 was a 52-week fiscal year. Our fiscal 2021 ended on January 2, 2022, fiscal 2020 ended on January 3, 2021, and fiscal 2019 ended on December 29, 2019. |
Management Estimates | Management Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities reported in these consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. Our actual financial results could materially differ from those estimates. Significant estimates in these 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 assets and goodwill 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 goodwill and intangible assets acquired in a business combination; valuation of contingent consideration in a business combination; 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. |
Cash Equivalents | Cash Equivalents Highly liquid investments with original or remaining maturities of ninety days or less at the date of purchase are considered cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash EquivalentsWe maintain cash and cash equivalents in restricted accounts pursuant to various letters of credit, surety bonds, loan agreements, and other agreements in the normal course of business. |
Lease Accounting | Lease Accounting Arrangements with SunPower as a Lessee We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate and are included within operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. We elected the practical expedient to combine our lease and related non-lease components for all our leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments that do not depend on an index or rate are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. We use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Sale-Leaseback Arrangements We enter into sale-leaseback arrangements under which solar power systems are sold to third parties and subsequently leased back by us over lease terms of up to 25 years. We classify our initial sale-leaseback arrangements of solar power systems as operating leases in accordance with the underlying accounting guidance on leases. We may sell our lessee interests in these arrangements in entirety before the end of the underlying term of the leaseback. For all sale-leaseback arrangements classified as operating leases, any gain on sale up to the difference in the cost basis and fair value is recognized immediately. Any amount in excess of the proceeds compared to the fair value of the solar power systems is deferred and recognized over the term of the lease. Failed sale-leaseback arrangements are accounted for under the financing method. The proceeds received from the sale of the solar power systems are recorded as financing liabilities. The financing liabilities are subsequently reduced by our payments to lease back the solar power systems, less interest expense calculated based on our incremental borrowing rate adjusted to the rate required to prevent negative amortization. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to their short-term maturities. Equity investments with readily determinable fair value are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Equity investments without readily determinable fair value are measured at cost less impairment and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. |
Inventories | Inventories Inventories are accounted for on a first-in-first-out basis and are valued at the lower of cost or net realizable value. We evaluate the realizability of our inventories, including purchase commitments under fixed-price long-term supply agreements, based on assumptions about expected demand and market conditions. Our assumption of expected demand is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. Our assumption of expected demand is compared to available inventory, production capacity, available third-party inventory, and growth plans. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation. Depreciation, excluding solar power systems leased to residential customers and those associated with sale-leaseback transactions under the financing method, is computed using the straight-line method over the estimated useful lives of the assets as presented below. Solar power systems leased to residential customers are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. |
Software Development Costs | Software Development Costs Our internal software development costs primarily relate to three categories: 1) internal-use software development costs, 2) implementation costs incurred in cloud computing arrangements (“CCA”), and 3) external-use software development costs. We capitalize these costs incurred to purchase or develop software for internal use, implementation costs incurred for CCA, and software development costs for software to be sold externally. Our internal-use software development costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-Use Software . These capitalized costs are reflected in “Property, plant and equipment, net” on the consolidated balance sheets and are depreciated over the estimated useful life of the software. The useful life of our internal-use software development costs is generally 2 to 3 years. We also capitalize our costs incurred in CCA that is a service contract, consistent with our policy for software developed or obtained for internal use, in accordance with ASC 350-40, Internal-Use Software . However, the capitalized costs are reflected in “Other long-term assets” and “Prepaid expenses and other current assets” on our consolidated balance sheets and expensed over the term of the related hosting arrangement and service period. Our external-use software development costs developed to be sold or leased externally are capitalized upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold or Leased Externally . These software development costs are reflected in “Other intangible assets, net” on our consolidated balance sheets and amortized on a straight-line basis over the remaining estimated economic life of the product, or the service period, whichever is shorter. |
Estimated Credit Losses | Estimated Credit Losses We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Financial and derivative instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and cash equivalents, investments, accounts receivable, notes receivable, advances to suppliers, foreign currency option contracts, foreign currency forward contracts, bond hedge and warrant transactions, and purchased options. Our investment policy requires cash and cash equivalents, restricted cash and cash equivalents, and investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. Similarly, we enter into foreign currency derivative contracts and convertible debenture hedge transactions with high-quality financial institutions and limit the amount of credit exposure to any one counterparty. The foreign currency derivative contracts are limited to a time period of less than nine months. We regularly evaluate the credit standing of our counterparty financial institutions. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for temporary differences between financial statement and income tax bases of assets and liabilities. Valuation allowances are provided against deferred tax assets when management cannot conclude that it is more likely than not that some portion or all deferred tax assets will be realized. As applicable, interest and penalties on tax contingencies are included in “(Provision for) benefits from income taxes” in the consolidated statements of operations and such amounts were not material for any periods presented. In addition, foreign exchange gains (losses) may result from estimated tax liabilities, which are expected to be settled in currencies other than the U.S. dollar. |
Investments in Equity Interests | Investments in Equity Interests Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for under the equity method. We record our share of the results of these entities as “Equity in earnings (losses) of unconsolidated investees” on the consolidated statements of operations. We monitor our investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the entities and record reductions in carrying values when necessary. The fair value of privately held investments is estimated using the best available information as of the valuation date, including current earnings trends, undiscounted cash flows, and other company specific information, including recent financing rounds. |
Product Warranties | Product Warranties We provide a workmanship warranty of up to 25 years from installation and a 25-year standard warranty for previously SunPower-manufactured microinverters. We also warrant our installed systems for defective materials and workmanship for periods ranging up to 25 years. We pass through to customers warranties from the original equipment manufacturers of certain system components such as solar panels, monitoring equipment and inverters. For such components, our warranties may exceed the warranty coverage from the original equipment manufacturers. For solar energy systems we do not install directly, we receive workmanship warranties from our solar partners. In addition, we also provide a separate system output performance warranty to customers that have subscribed to our post-installation monitoring and maintenance services which expires upon termination of the post-installation monitoring and maintenance services related to the system. The warrantied system output performance level varies by system depending on the characteristics of the system and the negotiated agreement with the customer, and the level declines over time to account for the expected degradation of the system. Actual system output is typically measured annually for purposes of determining whether warrantied performance levels have been met. The warranty excludes system output shortfalls attributable to force majeure events, customer curtailment, irregular weather, and other similar factors. In the event that the system output falls below the warrantied performance level during the applicable warranty period, and provided that the shortfall is not caused by a factor that is excluded from the performance warranty, the warranty provides that we will pay the customer a liquidated damage based on the value of the shortfall of energy produced relative to the applicable warrantied performance level. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers when it has completed its performance obligations under an identified contract. The revenue is recognized in an amount that reflects the consideration for the corresponding performance obligations for the goods and services transferred. Solar Power System and Component Sales Majority of our revenue is generated by sales of fully functioning rooftop solar power systems to residential and commercial customers. We sell our products through a network of installing and non-installing dealers and resellers, as well as our internal sales team. Usually, our performance obligation is to design and install a fully functioning solar energy system. We recognize revenue when the solar power system is fully installed and final permit is received from the authority having jurisdiction, as we deem our performance obligation under the contract to be complete at such time, and the customer retains all of the significant risks and rewards of ownership of the solar power system. All costs to obtain and fulfill contracts associated with system sales are expensed as a cost of revenue when the Company has fulfilled its performance obligations. In situations when the Company is not responsible for construction and installation of solar power systems, usually when the sales are made by one of our installing dealers or resellers, we recognize revenue when the components of solar power system are delivered at customer site. Revenue is generally recognized at transaction price, net of dealer fees, or other consideration paid to the customers. Also, our arrangements may contain clauses that can either increase or decrease the transaction price. 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. The Company applies for and receives state, local, and utility rebates and Solar Renewable Energy Credits (“SRECs”) in certain jurisdictions for power generated by solar energy systems it has sold to customers. The Company retains control of the rights to future SRECs and sells the SRECs generated from qualifying solar power systems to a public utility. SREC revenue is estimated net of any variable consideration related to possible liquidated damages if we were to deliver fewer SRECs than contractually committed, and is generally recognized upon delivery of the SRECs to the public utility and corresponding collection of cash. Development and Engineering, Procurement, and Construction (“EPC”) Services The Company enters into contracts with large commercial customers that may include combinations of products and services, resulting in arrangements containing multiple performance obligations, mostly commonly, development asset sales and EPC services. The Company determines whether each product or service is distinct in order to identify the performance obligations in the contract and allocate the contract transaction price among the distinct performance obligations using standalone selling price for respective performance obligation. In a typical arrangement for sale of development assets and EPC services, development asset sale revenue is recognized at a point-in-time at its standalone selling price when the sale is completed and the asset is transferred to the buyer, while EPC revenue is recognized over time using percentage-of-completion method as the construction is completed. Commercial EPC projects are usually completed within three Residential Leasing We offer solar services, in partnership with third-party financial institutions, which allows our residential customers to obtain continuous access to SunPower solar power systems under contracts for terms of up to 20 years. Residential leasing revenue is primarily comprised of revenue from such contracts wherein we provide continuous access to an operating solar system to third parties. Our residential leasing revenue reported on the consolidated statement of operations relates to lease agreements not contributed into the SunStrong joint venture (see Note 10 . Equity Investments ), and is a relatively small portion of the Company’s overall revenue. Subsequent to the SunStrong structure, all new lease agreements are sold to SunStrong joint venture in exchange for construction services provided by us. Our performance obligation under the agreement with SunStrong is to provide completed solar power system, for which, revenue is recognized at a point-in-time when a fully functioning solar power system is delivered to SunStrong, and required permission to operate from the authority with jurisdiction is obtained. Such revenue is reported as revenue from sale of solar power system. |
Stock-Based Compensation | Stock-Based Compensation We provide stock-based awards to our employees, executive officers, and directors through various equity compensation plans including our employee stock option and restricted stock plans. We measure and record compensation expense for all stock-based payment awards based on estimated fair values. The fair value of restricted stock awards and units is based on the market price of our common stock on the date of grant. We have not granted stock options since fiscal 2008. Under current accounting guidance, we have made a policy election to estimate forfeitures at the date of grant, and we update such estimate on an annual basis. Our estimate of forfeitures is based on our historical activity, which we believe is indicative of expected forfeitures. In subsequent periods if the actual rate of forfeitures differs from our estimate, the forfeiture rates are required to be revised, as necessary. Changes in the estimated forfeiture rates can have a significant effect on stock-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. We also grant performance share units to executive officers and certain employees that require us to estimate expected achievement of performance targets over the performance period. This estimate involves judgment regarding future expectations of various financial performance measures. If there are changes in our estimate of the level of financial performance measures expected to be achieved, the related stock-based compensation expense may be significantly increased or reduced in the period that our estimate changes. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Research and Development Expenses | Research and Development Expenses Research and development expense consists primarily of salaries and related personnel costs, depreciation, and the cost of solar cell and solar panel materials and services used for the development of products, including experiments and testing. Research and development costs are expensed as incurred, except for software development costs which qualify for capitalization. Research and development expenses are reported net of contributions under contracts with governmental agencies because such contracts are considered collaborative arrangements. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from non-owner sources. Our comprehensive income (loss) for each period presented is comprised of (i) our net income (loss); (ii) foreign currency translation adjustment of our foreign subsidiaries whose assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet date and revenues and expenses are translated at average exchange rates prevailing during the applicable period; (iii) changes in unrealized gains or losses, net of tax, for the effective portion of derivatives designated as cash flow hedges; and (iv) net gain (loss) on long-term pension liability adjustment. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to us. Beginning in fiscal 2013, we have entered into facilities with third-party investors under which the investors are determined to hold noncontrolling interests in entities fully consolidated by us. The net assets of the shared entities are attributed to the controlling and noncontrolling interests based on the terms of the governing contractual arrangements. We further determined the hypothetical liquidation at book value method ( “ HLBV Method ” ) to be the appropriate method for attributing net assets to the controlling and noncontrolling interests as this method most closely mirrors the economics of the governing contractual arrangements. Under the HLBV Method, we allocate recorded income (loss) to each investor based on the change, during the reporting period, of the amount of net assets each investor is entitled to under the governing contractual arrangements in a liquidation scenario. |
Long-Lived Assets Impairment | Long-Lived Assets Impairment We evaluate our long-lived assets, including property, plant, and equipment, solar power systems leased and to be leased, and other intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of acquired assets, and significant negative industry or economic trends. Our impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, we record an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally measured based on either quoted market prices, if available, or discounted cash flow analysis. For purposes of the impairment evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We must exercise judgment in assessing such groupings and levels. We then compare the estimated future undiscounted net cash flows expected to be generated by the asset group (including the eventual disposition of the asset group at residual value) to the asset group’s carrying value to determine if the asset group is recoverable. If our estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the asset group, we record an impairment loss in the amount by which the carrying value of the asset group exceeds the fair value. Fair value is generally measured based on (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and (iii) quoted market prices, if available. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. |
Goodwill Impairment | Goodwill Impairment We conduct our annual impairment test of goodwill during the third fiscal quarter of each year, or on an interim basis if circumstances warrant. Impairment of goodwill is tested at our reporting unit level. If goodwill is determined more likely than not to be impaired upon an initial assessment of qualitative factors, a two-step valuation and accounting process is used to test for goodwill impairment. The first step is to determine if there is an indication of impairment by comparing the estimated fair value of each reporting unit to its carrying value, including existing goodwill. Goodwill is considered impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon an indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with its carrying value. |
Accounting for Business Divestitures | Accounting for Business Divestitures From time to time, we may dispose of significant assets or portions of our business by sale or exchange for other assets. In accounting for such transactions, we apply the applicable accounting guidance under U.S. GAAP pertaining to discontinued operations and disposals of components of an entity. Our assessment includes whether such disposal represents a significant strategic shift in our operations and on the extent of our continuing involvement in relation to that portion of our business. We evaluate the significance of our intended divestiture transactions in relation to our consolidated financial measures to determine whether a disposal of assets or a business qualifies as discontinued operations. For additional details see Note 5. Business Combination and Divestitures . We recognize disposal related costs that are not part of divestiture consideration as general and administrative expense as they are incurred. These costs typically include transaction and disposal costs, such as legal, accounting, and other professional fees. |
Accounting for Business Divestitures | Accounting for Business Divestitures From time to time, we may dispose of significant assets or portions of our business by sale or exchange for other assets. In accounting for such transactions, we apply the applicable accounting guidance under U.S. GAAP pertaining to discontinued operations and disposals of components of an entity. Our assessment includes whether such disposal represents a significant strategic shift in our operations and on the extent of our continuing involvement in relation to that portion of our business. We evaluate the significance of our intended divestiture transactions in relation to our consolidated financial measures to determine whether a disposal of assets or a business qualifies as discontinued operations. For additional details see Note 5. Business Combination and Divestitures . We recognize disposal related costs that are not part of divestiture consideration as general and administrative expense as they are incurred. These costs typically include transaction and disposal costs, such as legal, accounting, and other professional fees. |
Business Combinations | Business Combinations We record all acquired assets and liabilities, including goodwill, other intangible assets, and contingent consideration at fair value. The initial recording of goodwill, other intangible assets, and contingent consideration requires certain estimates and assumptions concerning the determination of the fair values and useful lives. The judgments made in the context of the purchase price allocation can materially impact our future results of operations. Accordingly, for significant acquisitions, we obtain assistance from third-party valuation specialists. The valuations calculated from estimates are based on information available at the acquisition date (see Note 5. Business Combination and Divestitures and Note 6. Goodwill and Other Intangible Assets ). We charge acquisition related costs that are not part of the consideration to sales, general, and administrative expense as they are incurred. These costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. |
Recently Adopted Accounting Standards 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 is 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. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The ASU provides amendments to ASC 805, Business Combinations, including an update on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. Per the ASU, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This guidance is effective no later than the first quarter of fiscal 2023, and early adoption is permitted. We adopted the ASU during the fourth quarter of fiscal 2021, in our accounting for the acquisition of Blue Raven. Refer to Note 5. Business Combination and Divestitures for details. 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. The adoption of the provisions of ASU 2020-06 is not expected to have a material impact on our consolidated financial statements and related disclosures. |
Organization And Summary Of S_3
Organization And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | Useful Lives Leasehold improvements 1 to 20 Manufacturing equipment and tools 2 to 10 Computer equipment and software 3 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Transportation equipment 3 As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment 1 $ 3,847 $ 17,134 Leasehold improvements 29,047 29,385 Solar power systems 8,824 30,110 Computer equipment and software 58,080 49,935 Furniture and fixtures 8,744 7,899 Transportation equipment 2,174 — Work-in-progress 4,077 3,080 Property, plant and equipment, gross 114,793 137,543 Less: accumulated depreciation and impairment 3 (79,499) (90,777) Property, plant and equipment, net 2 $ 35,294 $ 46,766 1 As of January 2, 2022 and January 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. |
Transactions with Total and T_2
Transactions with Total and Total Energies SE (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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) January 2, 2022 January 3, 2021 Accounts receivable $ 238 $ 76 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue: Solar power systems, components, and other $ 54,285 $ 127,872 $ 6,343 Cost of revenue: Solar power systems, components, and other 46,404 95,458 5,174 Other income: Gain on early retirement of convertible debt — 1,857 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 13 329 Interest expense incurred on the 0.875% debentures due 2021 — 1,238 2,188 Interest expense incurred on the 4.00% debentures due 2023 4,000 4,000 4,000 Related-party transactions with investees are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 28,900 $ 16,767 Accrued liabilities 53 7,996 Contract liabilities 17,442 27,426 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenues and fees received from investees for products/services $ 202,386 $ 201,130 $ 109,512 (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 fiscal year ended January 2, 2022. Refer to Note 5. Business Combination and Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the fiscal year ended January 2, 2022 and January 3, 2021: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 224,576 96,217 Research and development expenses reimbursement received $ 33,475 12,473 Income from transition services agreement, net $ 5,876 6,260 The Company had the following balances related to transactions with Maxeon Solar as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Prepaid and other current assets $ 1,928 3,486 Accrued liabilities $ 7,493 4,634 Accounts payable $ 27,724 32,591 Other long-term liabilities $ 1,458 — |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables represent disaggregated revenue from contracts with customers for fiscal 2021, 2020, and 2019 along with the reportable segment for each category: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Category Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Residential. Light Commercial Commercial and Industrial Solutions Others Total Revenues Solar power systems sales and EPC services 786,707 180,494 7,844 $ 975,045 540,690 245,391 6,109 $ 792,190 409,859 231,281 72,366 $ 713,506 Component/product sales 240,911 — — 240,911 185,858 — — 185,858 185,620 — — 185,620 Light commercial products 72,126 — — 72,126 97,136 — — 97,136 112,398 — — 112,398 Operations and maintenance — 10,971 2,981 13,952 — 8,036 20,603 28,639 — 10,785 40,841 51,626 Leasing revenue 21,459 — — 21,459 19,698 1,308 — 21,006 27,860 1,216 — 29,076 Total revenues $ 1,121,203 $ 191,465 $ 10,825 $ 1,323,493 $ 843,382 $ 254,735 $ 26,712 $ 1,124,829 $ 735,737 $ 243,282 $ 113,207 $ 1,092,226 |
Schedule of Changes in Estimates | 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. Fiscal Year Ended (In thousands, except number of projects) January 2, 2022 January 3, 2021 December 29, 2019 Increase (decrease) in revenue from net changes in transaction prices $ 10,905 $ 2,838 $ 5,391 Increase (decrease) in revenue from net changes in input cost estimates $ (9,996) $ (762) $ 6,233 Net increase (decrease) in revenue from net changes in estimates $ 909 $ 2,076 $ 11,624 Number of projects 8 4 5 Net change in estimate as a percentage of aggregate revenue for associated projects 1.5 % 1.2 % 11.6 % |
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) January 2, 2022 January 3, 2021 Contract assets $ 87,952 $ 122,802 Contract liabilities 116,645 102,594 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table represents the average percentage of completion as of January 2, 2022 for EPC agreements for commercial projects that we are constructing. We expect to recognize $225.6 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 89.0 % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable, gross 1 $ 142,090 $ 124,402 Less: allowance for doubtful accounts (15,032) (15,379) Less: allowance for sales returns (269) (159) Accounts receivable, net $ 126,789 $ 108,864 1 A lien exists on $71.1 million of our consolidated accounts receivable, gross, as of January 2, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources |
Schedule of Valuation and Qualifying Accounts Disclosure | (In thousands) Balance at Beginning of Period Charges (Releases) to Expenses / Revenues Additions (Deductions) Balance at End of Period Allowance for doubtful accounts: Year ended January 2, 2022 $ 15,379 $ 1,688 $ (2,035) $ 15,032 Year ended January 3, 2021 17,208 524 (2,353) 15,379 Year ended December 29, 2019 12,656 671 3,881 17,208 Allowance for sales returns: Year ended January 2, 2022 $ 159 $ 110 $ — $ 269 Year ended January 3, 2021 306 (147) — 159 Year ended December 29, 2019 865 (559) — 306 |
Schedule of Inventory | As of (In thousands) January 2, 2022 January 3, 2021 Photo-voltaic modules $ 157,901 $ 170,013 Microinverters 24,040 16,774 Energy Storage 26,849 4,548 Other solar power system component materials 34,203 19,247 Inventories 1 2 $ 242,993 $ 210,582 1 A lien exists on $187.1 million of our gross inventory as of January 2, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. 2 Photovoltaic modules are classified as finished goods, while the remaining components of total inventories are classified as raw materials. |
Schedule of Prepaid Expenses and Other Current Assets | As of (In thousands) January 2, 2022 January 3, 2021 Deferred project costs $ 53,489 $ 26,996 VAT receivables, current portion 981 1,174 Deferred costs for solar power systems 18,834 24,526 Prepaid taxes 256 205 Related-party receivables 3,684 9,891 Other 36,225 31,459 Prepaid expenses and other current assets $ 113,469 $ 94,251 |
Schedule of Property, Plant and Equipment, Net | Useful Lives Leasehold improvements 1 to 20 Manufacturing equipment and tools 2 to 10 Computer equipment and software 3 to 7 Solar power systems 30 Furniture and fixtures 3 to 5 Transportation equipment 3 As of (In thousands) January 2, 2022 January 3, 2021 Manufacturing equipment 1 $ 3,847 $ 17,134 Leasehold improvements 29,047 29,385 Solar power systems 8,824 30,110 Computer equipment and software 58,080 49,935 Furniture and fixtures 8,744 7,899 Transportation equipment 2,174 — Work-in-progress 4,077 3,080 Property, plant and equipment, gross 114,793 137,543 Less: accumulated depreciation and impairment 3 (79,499) (90,777) Property, plant and equipment, net 2 $ 35,294 $ 46,766 1 As of January 2, 2022 and January 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. |
Schedule of Other Long-Term Assets | As of (In thousands) January 2, 2022 January 3, 2021 Equity investments with readily determinable fair value $ 91,473 $ 614,148 Equity investments without readily determinable fair value 807 801 Equity investments with fair value option 8,374 9,924 Long-term inventory 1 — 27,085 Cloud computing arrangements implementation costs 2 11,692 — Deposits with related parties 11,000 — Long-term deferred project costs 13,435 5,758 Long-term prepaid taxes 4,144 3,677 Other 31,850 34,319 Other long-term assets $ 172,775 $ 695,712 1 E ntire balance consists of finished goods under the safe harbor program. Refer to Note 10. 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 . As of January 2, 2022, $0.1 million was included in amortization expense related to the amortization of our capitalized CCA costs. As of January 3, 2021, there was no amortization expense for capitalized CCA costs. |
Schedule of Accrued Liabilities | As of (In thousands) January 2, 2022 January 3, 2021 Employee compensation and employee benefits $ 21,256 $ 23,312 Interest payable 8,454 8,796 Short-term warranty reserves 30,144 29,337 Restructuring reserve 2,137 2,808 Legal expenses 9,308 10,493 Taxes payable 5,111 25,968 Other 42,465 21,201 Accrued liabilities $ 118,875 $ 121,915 |
Schedule of Other Long-Term Liabilities | As of (In thousands) January 2, 2022 January 3, 2021 Deferred revenue $ 40,321 $ 44,927 Long-term warranty reserves 59,962 52,540 Unrecognized tax benefits 14,689 12,584 Long-term pension liability 4,151 5,185 Long-term deferred tax liabilities 15,834 13,468 Long-term taxes payable 866 2,234 Related-party liabilities 1,458 1,458 Other 27,281 25,201 Other long-term liabilities $ 164,562 $ 157,597 |
Schedule of Accumulated Other Comprehensive Income | As of (In thousands) January 2, 2022 January 3, 2021 Cumulative translation adjustment $ 9,620 $ 9,635 Net gain on long-term pension liability obligation 1,548 (250) Net gain on long-term derivative financial instrument — (570) Deferred taxes — (16) Accumulated other comprehensive income $ 11,168 $ 8,799 |
Business Combination and Dive_2
Business Combination and Divestitures (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Business Combinations and Divestitures [Abstract] | |
Schedule of Business Acquisitions | Purchase consideration under ASC 805 was determined as follows: (In thousands) Total contract price $ 145,000 Estimated initial working capital adjustment 2 3,430 Deferred payments to sellers, employees, and service providers to be paid at a later date 1 (5,420) Cash paid at closing 143,010 Fair value of Contingent Consideration 11,100 Cash paid to Blue Raven employees to settle pre-existing performance-based equity compensation plan in excess of fair value 1 (11,087) Final working capital adjustment 2 413 Total purchase consideration $ 143,436 1 These adjustments were excluded from the purchase accounting as they related to future services, and therefore, considered as a post-acquisition compensation expense. 2 Total cash consideration was adjusted by an initial working capital adjustment of $3.4 million, which was later finalized for an additional final estimated working capital adjustment of $0.4 million to be paid in the first quarter of fiscal 2022, and is included within “ Accounts Payable ” on our consolidated balance sheets as of January 2, 2022. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The fair values of the identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date, including the final working capital adjustment, were as follows: (In thousands) Current assets 1 $ 8,957 Intangible assets acquired 22,900 Other long-term assets 2,243 Total assets acquired 34,100 Current liabilities 16,328 Long-term liabilities 673 Total liabilities assumed 17,001 Net assets acquired 17,099 Total purchase consideration 143,436 Goodwill $ 126,337 1 Includes cash and cash equivalents acquired of $4.3 million. |
Schedule of Intangible Assets Acquired as Part of Business Combination | The fair value of acquired intangible assets was determined as follows, including their estimated useful lives: Fair value Estimated useful life (in thousands) (in years) Developed technology $ 3,700 3 Brand 15,800 4 Non-compete agreements 3,400 3 Total identified intangible assets $ 22,900 |
Schedule of Pro Forma Information | The following table below summarizes the unaudited pro forma consolidated information as if the acquisition had occurred on December 30, 2019, the first day of the Company’s 2020 fiscal year. Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Total revenues $ 1,425,736 $ 1,250,723 Net income (loss) attributable to stockholders $ (21,559) $ 463,075 |
Schedule of 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 fiscal year ended January 2, 2022 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 fiscal year ended January 2, 2022 was as follows: (In thousands) Net proceeds received $ 8,051 Book value of net assets sold (2,760) Net gain on sale $ 5,291 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | The following table represents our other intangible assets with finite useful lives: (In thousands) Gross Carrying Amount Accumulated Amortization Net Book Value As of January 2, 2022: Developed technology $ 3,700 $ (308) $ 3,392 Brand 15,800 (988) 14,812 Non-compete agreements 3,400 (283) 3,117 Software development costs 1 4,077 (519) 3,558 Total $ 26,977 $ (2,098) $ 24,879 |
Schedule of Future Amortization Expense | As of January 2, 2022, the estimated future amortization expense related to intangible assets with finite useful lives for each of the next four fiscal years was as follows: Expected Amortization Expense Fiscal Year (In thousands) 2022 $ 8,580 2023 7,489 2024 5,847 2025 2,963 Total $ 24,879 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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 January 2, 2022 and January 3, 2021: January 2, 2022 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 457,352 — — 457,352 614,148 — — 614,148 Total assets $ 465,726 $ 8,374 $ — $ 457,352 $ 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 year ended January 2, 2022 (see Note 11. Debt and Credit Sources for details). |
Schedule of Equity Method Investment Movements | The following table summarizes movements in equity investments for the year ended January 2, 2022. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the year ended January 2, 2022. (In thousands) Beginning balance as of January 3, 2021 Equity Distribution 1 Additional Investment Other adjustment 2 Ending balance as of January 2, 2022 Equity investments with FVO $ 9,924 $ (2,276) $ — $ 726 $8,374 1 During the second quarter of fiscal 2021, we received $2.3 million in cash proceeds from SunStrong Partners. The distribution reduced our equity investment balance in SunStrong Partners classified in “other long-term assets” on our consolidated balance sheet. 2 During the second quarter of fiscal 2021, we recognized $0.7 million gain on change in valuation of equity investments within “ other, net ” in our 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 Combination and 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 January 2, 2022. Included in the table are the inputs or 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) | 12 Months Ended |
Jan. 02, 2022 | |
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 consolidated statements of operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 January 2021 Restructuring Plan: Severance and benefits $ 3,517 $ — $ — Other costs 1 42 — — Total January 2021 Restructuring Plan 2 3,559 — — December 2019 Restructuring Plan: Severance and benefits $ 978 $ 2,678 $ 7,355 Other costs 1 112 6 41 Total December 2019 Restructuring Plan 1,090 2,684 7,396 Other Legacy Restructuring Plans (130) (80) 7,231 Total restructuring charges (credits) $ 4,519 $ 2,604 $ 14,627 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 consolidated statements of operations for the fiscal year ended January 2, 2022. |
Schedule of Restructuring Reserve | The following table summarizes the restructuring reserve activities during the year ended January 2, 2022: Fiscal Year (In thousands) 2020 Charges (Benefits) (Payments) Recoveries 2021 January 2021 Restructuring Plan: Severance and benefits $ — $ 3,517 $ (2,753) $ 764 Other costs 1 — 42 (42) — Total January 2021 Restructuring Plan — 3,559 (2,795) 764 December 2019 Restructuring Plan: Severance and benefits $ 2,608 $ 978 $ (2,213) $ 1,373 Other costs 1 — 112 (112) — Total December 2019 Restructuring Plan 2,608 1,090 (2,325) 1,373 Other Legacy Restructuring Plans 200 (130) (70) — Total restructuring reserve activities $ 2,808 $ 4,519 $ (5,190) $ 2,137 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Operating leases: Operating lease expense $ 14,095 $ 14,128 Sublease income (437) (272) Rent expense $ 13,658 $ 13,856 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 16,787 $ 18,984 Right-of-use assets obtained in exchange for leases $ 19,628 $ 22,794 Weighted-average remaining lease term (in years) - operating leases 5.8 7.6 Weighted-average discount rate - operating leases 8.5 % 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 January 2, 2022, are as follows (in thousands): As of January 2, 2022 Operating leases 2022 $ 15,765 2023 14,031 2024 10,185 2025 6,397 2026 5,201 Thereafter 12,817 Total lease payments 64,396 Less: imputed interest (14,829) Total $ 49,567 |
Schedule of Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f January 2, 2022 are as follows: (In thousands) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total 1 Future purchase obligations $ 201,598 $ 33,148 $ 1,710 $ 775 $ 778 $ 4,529 $ 242,538 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for fiscal 2021, 2020, and 2019: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Balance at the beginning of the period $ 81,877 $ 101,380 $ 121,512 Accruals for warranties issued during the period 48,475 16,650 17,146 Settlements and adjustments during the period (40,246) (36,153) (37,278) Balance at the end of the period $ 90,106 $ 81,877 $ 101,380 |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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 consolidated balance sheets, are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 457,352 $ 614,148 Total equity investments with readily determinable fair value 1 457,352 614,148 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 685 679 Total equity investments without readily determinable fair value 807 801 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 $ 466,533 $ 624,873 1 During the fiscal year ended January 2, 2022, we sold 1 million shares of Enphase common stock. As of January 2, 2022, we had 2.5 million shares of Enphase common stock, 2 million shares of which are within current assets as short-term investments, and 0.5 million shares of which are within other long-term assets. Refer to Note 7. Fair Value Measurements and Note 4. Balance Sheet Components for details. |
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 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Summarized statements of operations information: Revenues $ 136,428 $ 123,772 $ 72,595 Gross income (loss) 5,575 (10,788) (16,786) Net (loss) income (37,913) 52,483 1,374 As of (In thousands) January 2, 2022 January 3, 2021 Summarized balance sheet information: Current assets $ 93,722 $ 93,752 Long-term assets 1,626,125 1,378,382 Current liabilities 65,872 48,126 Long-term liabilities 1,295,540 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) January 2, 2022 January 3, 2021 Accounts receivable $ 238 $ 76 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue: Solar power systems, components, and other $ 54,285 $ 127,872 $ 6,343 Cost of revenue: Solar power systems, components, and other 46,404 95,458 5,174 Other income: Gain on early retirement of convertible debt — 1,857 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 13 329 Interest expense incurred on the 0.875% debentures due 2021 — 1,238 2,188 Interest expense incurred on the 4.00% debentures due 2023 4,000 4,000 4,000 Related-party transactions with investees are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 28,900 $ 16,767 Accrued liabilities 53 7,996 Contract liabilities 17,442 27,426 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenues and fees received from investees for products/services $ 202,386 $ 201,130 $ 109,512 (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 fiscal year ended January 2, 2022. Refer to Note 5. Business Combination and Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the fiscal year ended January 2, 2022 and January 3, 2021: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 224,576 96,217 Research and development expenses reimbursement received $ 33,475 12,473 Income from transition services agreement, net $ 5,876 6,260 The Company had the following balances related to transactions with Maxeon Solar as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Prepaid and other current assets $ 1,928 3,486 Accrued liabilities $ 7,493 4,634 Accounts payable $ 27,724 32,591 Other long-term liabilities $ 1,458 — |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our consolidated balance sheets: January 2, 2022 January 3, 2021 (In thousands) Face Value Short-term Long-term Total 2, 3 Face Value Short-term Long-term Total 2, 3 Recourse Debt: Convertible debt: 0.875% debentures due 2021 $ — $ — $ — $ — $ 62,634 $ 62,531 $ — $ 62,531 4.00% debentures due 2023 1 424,991 — 423,677 423,677 425,000 — 422,443 422,443 CEDA loan — — — — 30,000 — 29,219 29,219 PNC Energy Capital loan 4 — — — — 5,545 597 4,948 5,545 Asset-Backed Loan 60,800 60,579 — 60,579 32,752 32,690 — 32,690 Safe Harbor 48,529 47,894 — 47,894 77,770 54,190 21,720 75,910 Total recourse debt $ 534,320 $ 108,473 $ 423,677 $ 532,150 $ 633,701 $ 150,008 $ 478,330 $ 628,338 Non-Recourse Debt: Vendor Financing and Other Debt $ 4,576 $ 4,196 $ 380 $ 4,576 $ 560 $ — $ 560 $ 560 Construction project debt — — — — 9,656 9,582 — 9,582 Total non-recourse debt $ 4,576 $ 4,196 $ 380 $ 4,576 $ 10,216 $ 9,582 $ 560 $ 10,142 Total $ 538,896 $ 112,669 $ 424,057 $ 536,726 $ 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 and $4.0 thousand during the first and fourth quarters of fiscal 2021, respectively, due to a bond conversion during each quarter. 2 Refers to the total carrying value of the outstanding debt arrangement. 3 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. For our non-convertible debt, we believe the carrying value approximates the fair value, based on our intention to fully repay or transfer the obligations at their face values plus any applicable interest, and is categorized within Level 3 of the fair value hierarchy. 4 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 Combination and Divestitures for additional details). |
Schedule of Maturities of Debt | As of January 2, 2022, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total Aggregate future maturities of outstanding debt $ 113,510 $ 425,058 $ 71 $ 75 $ 78 $ 104 $ 538,896 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: January 2, 2022 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 423,677 424,991 501,489 422,443 425,000 549,398 $ 423,677 $ 424,991 $ 501,489 $ 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) | 12 Months Ended |
Jan. 02, 2022 | |
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) January 2, 2022 January 3, 2021 Accounts receivable $ 238 $ 76 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenue: Solar power systems, components, and other $ 54,285 $ 127,872 $ 6,343 Cost of revenue: Solar power systems, components, and other 46,404 95,458 5,174 Other income: Gain on early retirement of convertible debt — 1,857 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 13 329 Interest expense incurred on the 0.875% debentures due 2021 — 1,238 2,188 Interest expense incurred on the 4.00% debentures due 2023 4,000 4,000 4,000 Related-party transactions with investees are as follows: As of (In thousands) January 2, 2022 January 3, 2021 Accounts receivable $ 28,900 $ 16,767 Accrued liabilities 53 7,996 Contract liabilities 17,442 27,426 Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Revenues and fees received from investees for products/services $ 202,386 $ 201,130 $ 109,512 (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 fiscal year ended January 2, 2022. Refer to Note 5. Business Combination and Divestitures for additional details on the sales. The below table summarizes our transactions with Maxeon Solar for the fiscal year ended January 2, 2022 and January 3, 2021: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 Purchases of photovoltaic modules (recorded in cost of revenues) $ 224,576 96,217 Research and development expenses reimbursement received $ 33,475 12,473 Income from transition services agreement, net $ 5,876 6,260 The Company had the following balances related to transactions with Maxeon Solar as of January 2, 2022 and January 3, 2021: As of (In thousands) January 2, 2022 January 3, 2021 Prepaid and other current assets $ 1,928 3,486 Accrued liabilities $ 7,493 4,634 Accounts payable $ 27,724 32,591 Other long-term liabilities $ 1,458 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The geographic distribution of income (loss) from continuing operations before income taxes and equity earnings (losses) of unconsolidated investees and the components of provision for income taxes are summarized below: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees: U.S. income (loss) $ (35,920) $ 660,029 $ 139,420 Non-U.S. income (loss) 3,097 (5,460) 51,588 Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees $ (32,823) $ 654,569 $ 191,008 Provision for income taxes: Current tax benefit (expense) Federal (125) (846) (328) State (2,047) (35,383) (370) Foreign 568 (7,900) (15,283) Total current tax expense (1,604) (44,129) (15,981) Deferred tax benefit (expense) Federal — — (100) State (3,022) (13,716) — Foreign (593) 296 (428) Total deferred tax benefit (expense) (3,615) (13,420) (528) Benefit from (provision for) income taxes $ (5,219) $ (57,549) $ (16,509) |
Schedule of Effective Income Tax Rate Reconciliation | The benefit from (provision for) for income taxes differs from the amounts obtained by applying the statutory U.S. federal tax rate to income before taxes as shown below: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Statutory rate 21 % 21 % 21 % Tax benefit (expense) at U.S. statutory rate $ 6,893 $ (137,459) $ (40,112) Foreign rate differential (222) (3,694) (5,193) State income taxes, net of benefit (2,437) (43,948) (370) Section 956 and Subpart F (493) (2,431) (4,774) Tax credits (investment tax credit and other) 1,661 1,323 2,684 Change in valuation allowance (19,115) 201,660 35,439 Unrecognized tax benefits (2,105) (6,977) (821) Non-controlling interest & nontaxable income 740 — (4,482) Global intangible low-taxed income (“GILTI”) (355) (794) 3,088 Section 163L interest (840) (1,189) (1,299) Maxeon Spin-Off taxable gain — (54,537) — Excess tax benefit on stock-based compensation 13,789 711 — Non-deductible executive compensation (2,734) (1,256) (1,237) Other, net (1) (8,958) 568 Total $ (5,219) $ (57,549) $ (16,509) |
Schedule of Deferred Tax Assets and Liabilities | As of (In thousands) January 2, 2022 January 3, 2021 Deferred tax assets: Net operating loss carryforwards $ 163,436 $ 153,931 Tax credit carryforwards 52,678 49,548 Reserves and accruals 60,208 54,052 Stock-based compensation stock deductions 3,187 3,242 Basis difference on third-party project sales 35,013 68,108 Identified intangible assets 5,644 6,502 Other 2,131 1,191 Total deferred tax assets 322,297 336,574 Valuation allowance (173,481) (141,715) Total deferred tax assets, net of valuation allowance 148,816 194,859 Deferred tax liabilities: Fixed asset basis difference (15,031) (20,691) Investment in Enphase (118,885) (157,142) Other (29,697) (28,257) Total deferred tax liabilities (163,613) (206,090) Net deferred tax asset $ (14,797) $ (11,231) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for continuing operations during fiscal 2021, 2020, and 2019 is as follows: Fiscal Year (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Balance, beginning of year $ 86,953 $ 73,439 $ 71,765 Additions for tax positions related to the current year 2,345 15,179 137 Additions for tax positions from prior years 113 41 1,624 Reductions for tax positions from prior years/statute of limitations expirations (5,129) (1,634) (28) Foreign exchange (gain) loss (69) (72) (59) Balance at the end of the period $ 84,213 $ 86,953 $ 73,439 |
Summary of Income Tax Examinations | The following table summarizes our major tax jurisdictions and the tax years that remain subject to examination by these jurisdictions as of January 2, 2022: Tax Jurisdictions Tax Years United States 2010 and onward California 2002 and onward Philippines 2011 and onward |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Equity [Abstract] | |
Schedule of Shares Reserved for Future Issuance Under Equity Compensation Plans | Shares Reserved for Future Issuance Under Equity Compensation Plans We had shares of common stock reserved for future issuance as follows: (In thousands) January 2, 2022 January 3, 2021 Equity compensation plans 22,908 17,953 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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: Fiscal Year Ended (In thousands, except per share amounts) January 2, 2022 January 3, 2021 December 29, 2019 Basic net income (loss) per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (37,358) $ 599,355 $ 206,820 Net (loss) income attributable to stockholders - discontinued operations — (124,307) (184,661) Net (loss) income attributable to stockholders $ (37,358) $ 475,048 $ 22,159 Denominator: Basic weighted-average common shares 172,436 169,801 144,796 Basic net (loss) income per share - continuing operations $ (0.22) $ 3.53 $ 1.43 Basic net (loss) income per share - discontinued operations — (0.73) (1.28) Basic net (loss) income per share $ (0.22) $ 2.80 $ 0.15 Diluted net income (loss) per share : Numerator: Net (loss) income attributable to stockholders - continuing operations $ (37,358) $ 599,355 $ 206,820 Add: Interest expense on 0.875% debentures due 2021, net of tax — 1,824 2,765 Add: Interest expense on 4.00% debentures due 2023, net of tax — 12,499 13,430 Net (loss) income available to common stockholders - continuing operations (37,358) 613,678 223,015 Net (loss) income available to common stockholders - discontinued operations $ — $ (124,307) $ (184,661) Denominator: Basic weighted-average common shares 172,436 169,801 144,796 Effect of dilutive securities: Restricted stock units — 318 2,729 0.875% debentures due 2021 — 10,055 8,203 4.00% debentures due 2023 — 17,068 13,922 Dilutive weighted-average common shares: 172,436 197,242 169,650 Dilutive net (loss) income per share - continuing operations $ (0.22) $ 3.11 $ 1.31 Dilutive net (loss) income per share - discontinued operations — (0.63) (1.09) Dilutive net (loss) income per share $ (0.22) $ 2.48 $ 0.22 |
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 (loss) per share attributable to stockholders in the following periods: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Restricted stock units 1,651 3,250 929 0.875% debentures due 2021 1,575 — — 4.00% debentures due 2023 17,068 — — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
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 consolidated statements of operations: Fiscal Year Ended (In thousands) January 2, 2022 January 3, 2021 December 29, 2019 Cost of revenues $ 4,272 $ 3,113 $ 2,740 Research and development 3,076 1,480 1,319 Sales, general, and administrative 18,554 14,961 15,741 Total stock-based compensation expense $ 25,902 $ 19,554 $ 19,800 |
Schedule of Non-vested Restricted Stock Units | The following table summarizes our non-vested restricted stock units’ activities: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share 1 Outstanding as of December 29, 2019 9,326 $ 7.75 Granted 12,797 11.10 Vested 2 (3,596) 9.88 Forfeited (11,360) 7.07 Outstanding as of January 3, 2021 7,167 13.75 Granted 1,932 30.47 Vested 2 (2,905) 14.67 Forfeited (1,325) 15.72 Outstanding as of January 2, 2022 $ 4,869 $ 19.30 1 We estimate the fair value of our restricted stock awards and units at our stock price on the grant date. 2 Vested restricted stock awards include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The following tables present segment results for fiscal 2021, 2020, and 2019 for revenues, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our 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. Fiscal Year Ended January 2, 2022 January 3, 2021 December 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenues from external customers: Dev Co $ 1,093,443 $ 173,424 $ 7,219 $ 824,065 $ 241,881 $ 6,527 $ 852,293 $ 211,495 $ 72,018 Power Co 27,760 18,041 2,981 24,008 12,930 20,603 11,560 31,816 40,884 Intersegment revenue — — (11) — — 38,444 — — 43,713 Total segment revenues as reviewed by CODM $ 1,121,203 $ 191,465 $ 10,189 $ 848,073 $ 254,811 $ 65,574 $ 863,853 $ 243,311 $ 156,615 Segment gross profit as reviewed by CODM $ 235,445 $ (6,133) $ 3,419 $ 156,083 $ 28,666 $ (24,206) $ 108,733 $ 7,147 $ 39,569 Adjusted EBITDA $ 92,795 $ (28,378) $ 1,500 $ 67,228 $ 6,640 $ (23,981) $ 37,783 $ (35,095) $ 56,484 |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of Segment Revenues to Consolidated GAAP Revenues Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Total segment revenues as reviewed by CODM $ 1,322,857 $ 1,168,458 $ 1,263,779 Adjustments to segment revenues: Intersegment elimination 11 (38,444) (43,713) Legacy utility and power plant projects — 207 259 Legacy sale-leaseback transactions — — 45 Construction revenue on solar services contracts — (5,392) (128,144) Results of operations of legacy business to be exited 625 — — Consolidated GAAP revenues $ 1,323,493 $ 1,124,829 $ 1,092,226 Reconciliation of Segment Gross Profit to Consolidated GAAP Gross Profit Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Segment gross profit $ 232,731 $ 160,543 $ 155,449 Adjustments to segment gross profit: Intersegment elimination 548 17,366 32,808 Legacy utility and power plant projects — 34 (993) Legacy sale-leaseback transactions — (20) 4,763 Gain (loss) on sale and impairment of residential lease assets 1,537 1,860 1,703 Impairment of property, plant and equipment — (567) — Construction revenue on solar services contracts — (4,734) (20,018) Stock-based compensation expense (4,261) (2,612) (2,390) Amortization of intangible assets — (4,755) (7,135) Gain (loss) on business divestitures, net (81) — — Restructuring charges — 12 — Litigation — — (709) Results of operations of legacy business to be exited (8,867) — — Consolidated GAAP gross profit $ 221,607 $ 167,127 $ 163,478 Reconciliation of Segments EBITDA to Loss before income taxes and equity in (earnings) losses of unconsolidated investees Fiscal Year Ended (In thousands): January 2, 2022 January 3, 2021 December 29, 2019 Segment adjusted EBITDA $ 65,917 $ 49,887 $ 59,172 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — 34 (993) Legacy sale-leaseback transactions — (20) (5,680) Mark-to-market gain (loss) on equity investments 21,712 690,818 156,345 Gain (loss) on sale and impairment of residential lease assets 6,494 1,815 (25,636) Impairment of property, plant, and equipment, and equity method investment — (567) — Construction revenue on solar services contracts — (4,734) 7,012 Stock-based compensation expense (25,902) (19,554) (19,800) Amortization of intangible assets (1,579) (4,759) (7,135) Gain (loss) on business divestitures, net 143 10,476 143,400 Transaction-related costs (3,153) (2,040) (5,294) Executive transition costs (2,583) — — Business reorganization costs (2,774) (1,537) — Acquisition-related costs (18,764) — — Non-cash interest expense — — (3) Restructuring charges (4,519) (2,592) (14,110) Results of operations of legacy business to be exited (8,867) — — Litigation (1,015) (4,530) (714) Gain on convertible debt repurchased — 2,520 — Equity in losses of unconsolidated investees — — 1,716 Net loss (income) attributable to noncontrolling interests (684) (2,335) (34,037) Cash interest expense, net of interest income (28,793) (32,452) (33,954) Depreciation and amortization (11,390) (16,108) (29,047) Corporate (17,068) (9,753) (234) Income (loss) before income taxes and equity in loss of unconsolidated investees $ (32,825) $ 654,569 $ 191,008 |
Organization And Summary Of S_4
Organization And Summary Of Significant Accounting Policies - Liquidity (Details) - USD ($) | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Debt face amount | $ 538,896,000 | $ 643,917,000 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt face amount | 424,991,000 | 487,634,000 | |
4.00% debentures due 2023 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 424,991,000 | $ 425,000,000 | $ 425,000,000 |
Interest rate | 4.00% | ||
4.00% debentures due 2023 | Convertible Debt | Total | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 100,000,000 |
Organization And Summary Of S_5
Organization And Summary Of Significant Accounting Policies - Lease Accounting (Details) | Jan. 02, 2022 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Sale leaseback, lease term | 25 years |
Organization And Summary Of S_6
Organization And Summary Of Significant Accounting Policies - Fair Value of Financial Instruments (Details) | 12 Months Ended |
Jan. 02, 2022USD ($) | |
Equity investments with FVO | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Fair value adjustment | $ 0 |
Organization And Summary Of S_7
Organization And Summary Of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Solar Power Systems Leased | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Manufacturing equipment and tools | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Manufacturing equipment and tools | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Solar power systems | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Transportation equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Organization And Summary Of S_8
Organization And Summary Of Significant Accounting Policies - Software Development Costs (Details) - Software development costs | 12 Months Ended |
Jan. 02, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Organization And Summary Of S_9
Organization And Summary Of Significant Accounting Policies - Estimated Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | ||
Concentration Risk [Line Items] | |||
Accounts receivable, net | [1] | $ 126,789 | $ 108,864 |
Allowance for credit loss, current | $ 15,032 | $ 15,379 | |
Percentage of trade accounts receivable was outstanding less than 60 days | 84.00% | ||
Customer Concentration Risk | Accounts receivable | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.50% | 11.10% | |
[1] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Organization And Summary Of _10
Organization And Summary Of Significant Accounting Policies - Product Warranties (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Product Warranties [Line Items] | |
Standard product warranty, term | 25 years |
System Components | |
Product Warranties [Line Items] | |
Standard product warranty, term | 25 years |
Workmanship | |
Product Warranties [Line Items] | |
Standard product warranty, term | 25 years |
Organization And Summary Of _11
Organization And Summary Of Significant Accounting Policies- Revenue Recognition (Details) | 12 Months Ended |
Jan. 02, 2022 | |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Revenue recognition, completed-contract from commencement of construction | 3 years |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Revenue recognition, completed-contract from commencement of construction | 12 months |
Term of contracts | 20 years |
Organization And Summary Of _12
Organization And Summary Of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expense | $ 19.8 | $ 6.4 | $ 6.7 |
Transactions with Total and T_3
Transactions with Total and Total Energies SE - Narrative (Details) - TotalEnergies - USD ($) $ / shares in Units, $ in Billions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Jun. 30, 2011 | Jan. 02, 2022 | |
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 Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Revenue: | Related-Party Transactions with Total and its Affiliates | TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Revenue from related party | $ 54,285 | $ 127,872 | $ 6,343 |
Transactions with Total and T_5
Transactions with Total and Total Energies SE - Affiliation Agreement (Details) | 12 Months Ended | ||
Jan. 02, 2022 | Oct. 29, 2021directormember | Apr. 19, 2021member | |
TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 51.00% | ||
Standstill Agreements | TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 15.00% | ||
Limitations on transfer of outstanding shares, percentage | 0.40 | ||
Standstill Agreements | TotalEnergies | Maximum | Sunpower Acquisition by Total | |||
Related Party Transaction [Line Items] | |||
Percentage of voting interests acquired in business acquisition | 100.00% | ||
April Affiliation Agreement Amendment | |||
Related Party Transaction [Line Items] | |||
Number of board members | 11 | ||
April Affiliation Agreement Amendment | Director | |||
Related Party Transaction [Line Items] | |||
Number of board members not designated by total | 3 | ||
April Affiliation Agreement Amendment | TotalEnergies | Director | |||
Related Party Transaction [Line Items] | |||
Number of board members designated by total | 6 | ||
October Affiliation Agreement Amendment | |||
Related Party Transaction [Line Items] | |||
Number of board members | 11 | ||
Independent directors | director | 1 | ||
Remaining number of members | 9 | ||
Number of members resigned, designated by total | director | 1 | ||
October Affiliation Agreement Amendment | Director | |||
Related Party Transaction [Line Items] | |||
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) - USD ($) | Jan. 02, 2022 | Jun. 30, 2021 | Jan. 03, 2021 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 538,896,000 | $ 643,917,000 | ||
Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | 424,991,000 | 487,634,000 | ||
0.875% debentures due 2021 | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 400,000,000 | |||
0.875% debentures due 2021 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 0.875% | |||
Debt face amount | $ 0 | 62,634,000 | ||
Repurchase amount | $ 337,400,000 | |||
Long-term debt | $ 62,500,000 | |||
0.875% debentures due 2021 | TotalEnergies | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 250,000,000 | |||
0.875% debentures due 2021 | TotalEnergies | Convertible Debt | ||||
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 | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 538,896,000 | $ 643,917,000 | ||
Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | 424,991,000 | 487,634,000 | ||
4.00% debentures due 2023 | ||||
Related Party Transaction [Line Items] | ||||
Conversion ratio | 0.0401552 | 0.0327568 | ||
Conversion price (usd per share) | $ / shares | $ 24.90 | $ 30.53 | ||
Shares issued upon conversion (in shares) | shares | 4,015,515 | |||
4.00% debentures due 2023 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 4.00% | |||
Debt face amount | $ 425,000,000 | $ 424,991,000 | $ 425,000,000 | |
4.00% debentures due 2023 | TotalEnergies | ||||
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 | 12 Months Ended | ||
Dec. 29, 2019 | Jan. 02, 2022 | Jan. 03, 2021 | |
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 28,900 | $ 16,767 | |
Total | Chile | |||
Related Party Transaction [Line Items] | |||
Ownership interests sold | 50.00% | ||
Proceeds from divestiture of interest in joint venture | $ 14,100 | ||
Total | Other Net | Chile | |||
Related Party Transaction [Line Items] | |||
Gain from sale of joint venture interest | $ 11,000 | ||
Related-Party Transactions with Total and its Affiliates | TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Contract assets | 38,700 | ||
Contract liabilities | 3,000 | ||
Accounts receivable | 238 | $ 76 | |
Related-Party Transactions with Total and its Affiliates | TotalEnergies | Accounts receivable | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 200 |
Transactions with Total and T_9
Transactions with Total and Total Energies SE - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 28,900 | $ 16,767 |
TotalEnergies | Related-Party Transactions with Total and its Affiliates | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 238 | $ 76 |
Transactions with Total and _10
Transactions with Total and Total Energies SE - Revenue from Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | 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% | ||||
Revenue: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Solar power systems, components, and other | $ 54,285 | $ 127,872 | $ 6,343 | ||
Cost of revenue: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Solar power systems, components, and other | 46,404 | 95,458 | 5,174 | ||
Other income: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Gain on early retirement of convertible debt | 0 | 1,857 | 0 | ||
Interest expense: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | 0.875% debentures due 2021 | |||||
Related Party Transaction [Line Items] | |||||
Interest expense | 0 | 1,238 | 2,188 | ||
Interest expense: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | 4.00% debentures due 2023 | |||||
Related Party Transaction [Line Items] | |||||
Interest expense | 4,000 | 4,000 | 4,000 | ||
Interest expense: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | Credit Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Interest expense | $ 0 | $ 13 | $ 329 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,323,493 | $ 1,124,829 | $ 1,092,226 |
Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,121,203 | 843,382 | 735,737 |
Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 191,465 | 254,735 | 243,282 |
Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,825 | 26,712 | 113,207 |
Solar power systems sales and EPC services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 975,045 | 792,190 | 713,506 |
Solar power systems sales and EPC services | Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 786,707 | 540,690 | 409,859 |
Solar power systems sales and EPC services | Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 180,494 | 245,391 | 231,281 |
Solar power systems sales and EPC services | Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 7,844 | 6,109 | 72,366 |
Component/product sales | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 240,911 | 185,858 | 185,620 |
Component/product sales | Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 240,911 | 185,858 | 185,620 |
Component/product sales | Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Component/product sales | Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Light commercial products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 72,126 | 97,136 | 112,398 |
Light commercial products | Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 72,126 | 97,136 | 112,398 |
Light commercial products | Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Light commercial products | Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operations and maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 13,952 | 28,639 | 51,626 |
Operations and maintenance | Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operations and maintenance | Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,971 | 8,036 | 10,785 |
Operations and maintenance | Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,981 | 20,603 | 40,841 |
Leasing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 21,459 | 21,006 | 29,076 |
Leasing revenue | Residential, Light Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 21,459 | 19,698 | 27,860 |
Leasing revenue | Commercial and Industrial Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 1,308 | 1,216 |
Leasing revenue | Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue or cost impact threshold | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Net Change in Estimate (Details) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022USD ($)project | Jan. 03, 2021USD ($)project | Dec. 29, 2019USD ($)project | |
Revenue from Contract with Customer [Abstract] | |||
Increase (decrease) in revenue from net changes in transaction prices | $ 10,905 | $ 2,838 | $ 5,391 |
Increase (decrease) in revenue from net changes in input cost estimates | (9,996) | (762) | 6,233 |
Net increase (decrease) in revenue from net changes in estimates | $ 909 | $ 2,076 | $ 11,624 |
Number of projects | project | 8 | 4 | 5 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 1.50% | 1.20% | 11.60% |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 87,952 | $ 122,802 |
Contract liabilities | 116,645 | 102,594 |
Increase (decrease) in contract with customer, liability, including addbacks | 14,100 | (20,700) |
Revenue recognized | 44,300 | 97,800 |
Commercial and Industrial Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Increase (decrease) in contract assets | (34,900) | $ 6,000 |
Commercial and Industrial Solutions | Power Plant Development | ||
Disaggregation of Revenue [Line Items] | ||
Increase (decrease) in contract assets | $ (9,100) |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Millions | 12 Months Ended |
Jan. 02, 2022USD ($) | |
Various Distribution Generation Projects | |
Disaggregation of Revenue [Line Items] | |
Average Percentage of Revenue Recognized | 89.00% |
Solar power systems sales and EPC services | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 225.6 |
Modules and components | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 453.5 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 142,090 | $ 124,402 |
Less: allowance for doubtful accounts | (15,032) | (15,379) |
Less: allowance for sales returns | (269) | (159) |
Accounts receivable, net | 126,789 | $ 108,864 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 71,100 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 15,379 | $ 17,208 | $ 12,656 |
Charges (Releases) to Expenses / Revenues | 1,688 | 524 | 671 |
Additions (Deductions) | (2,035) | (2,353) | 3,881 |
Balance at End of Period | 15,032 | 15,379 | 17,208 |
Allowance for Sales Returns | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 159 | 306 | 865 |
Charges (Releases) to Expenses / Revenues | 110 | (147) | (559) |
Additions (Deductions) | 0 | 0 | 0 |
Balance at End of Period | $ 269 | $ 159 | $ 306 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Debt Instrument [Line Items] | ||
Photo-voltaic modules | $ 157,901 | $ 170,013 |
Microinverters | 24,040 | 16,774 |
Energy Storage | 26,849 | 4,548 |
Other solar power system component materials | 34,203 | 19,247 |
Inventories | 242,993 | $ 210,582 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Inventory, gross | $ 187,100 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred project costs | $ 53,489 | $ 26,996 | |
VAT receivables, current portion | 981 | 1,174 | |
Deferred costs for solar power systems | 18,834 | 24,526 | |
Prepaid taxes | 256 | 205 | |
Related-party receivables | 3,684 | 9,891 | |
Other | 36,225 | 31,459 | |
Prepaid expenses and other current assets | [1] | $ 113,469 | $ 94,251 |
[1] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 114,793 | $ 137,543 |
Less: accumulated depreciation and impairment | (79,499) | (90,777) |
Property, plant and equipment, net | 35,294 | 46,766 |
Manufacturing Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,847 | 17,134 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,047 | 29,385 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,824 | 30,110 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,080 | 49,935 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,744 | 7,899 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,174 | 0 |
Work-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,077 | 3,080 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and impairment | $ (27,900) | $ (26,900) |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-term Assets (Details) - USD ($) | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | ||
Balance Sheet Related Disclosures [Abstract] | |||
Equity investments with readily determinable fair value | $ 91,473,000 | $ 614,148,000 | |
Equity investments without readily determinable fair value | 807,000 | 801,000 | |
Equity investments with fair value option | 8,374,000 | 9,924,000 | |
Long-term inventory | 0 | 27,085,000 | |
Cloud computing arrangements implementation costs | 11,692,000 | 0 | |
Deposits with related parties | 11,000,000 | 0 | |
Long-term deferred project costs | 13,435,000 | 5,758,000 | |
Long-term prepaid taxes | 4,144,000 | 3,677,000 | |
Other | 31,850,000 | 34,319,000 | |
Other long-term assets | [1] | 172,775,000 | 695,712,000 |
Capitalized Computer Software, Amortization | $ 100,000 | $ 0 | |
[1] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and employee benefits | $ 21,256 | $ 23,312 |
Interest payable | 8,454 | 8,796 |
Short-term warranty reserves | 30,144 | 29,337 |
Restructuring reserve | 2,137 | 2,808 |
Legal expenses | 9,308 | 10,493 |
Taxes payable | 5,111 | 25,968 |
Other | 42,465 | 21,201 |
Accrued liabilities | $ 118,875 | $ 121,915 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 40,321 | $ 44,927 | |
Long-term warranty reserves | 59,962 | 52,540 | |
Unrecognized tax benefits | 14,689 | 12,584 | |
Long-term pension liability | 4,151 | 5,185 | |
Long-term deferred tax liabilities | 15,834 | 13,468 | |
Long-term taxes payable | 866 | 2,234 | |
Related-party liabilities | 1,458 | 1,458 | |
Other | 27,281 | 25,201 | |
Other long-term liabilities | [1] | $ 164,562 | $ 157,597 |
[1] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Cumulative translation adjustment | $ 9,620 | $ 9,635 |
Net gain on long-term pension liability obligation | 1,548 | (250) |
Net gain on long-term derivative financial instrument | 0 | (570) |
Deferred taxes | 0 | (16) |
Accumulated other comprehensive income | $ 11,168 | $ 8,799 |
Business Combination and Dive_3
Business Combination and Divestitures - Acquisition of Blue Raven Solar Holdings - Narrative (Details) - USD ($) | Oct. 04, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 |
Business Acquisition [Line Items] | ||||
Revenue | $ 1,323,493,000 | $ 1,124,829,000 | $ 1,092,226,000 | |
Net loss | (37,358,000) | $ 475,048,000 | $ 22,159,000 | |
Blue Raven Solar Holdings, LLC | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired in business acquisition | 35.00% | |||
Cash consideration including working capital adjustment | $ 145,000,000 | |||
Contingent consideration | 11,100,000 | |||
Gain on remeasurement of contingent consideration | 2,400,000 | |||
Transaction costs | 5,000,000 | |||
Revenue | 41,600,000 | |||
Net loss | $ (11,800,000) | |||
Blue Raven Solar Holdings, LLC | Valuation, Income Approach | Maximum | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 20,000,000 |
Business Combination and Dive_4
Business Combination and Divestitures - Acquisition of Blue Raven Solar Holdings (Details) - Blue Raven Solar Holdings, LLC - USD ($) $ in Thousands | Oct. 04, 2021 | Apr. 04, 2022 |
Business Acquisition [Line Items] | ||
Total contract price | $ 145,000 | |
Estimated initial working capital adjustment | 3,430 | |
Deferred payments to sellers, employees, and service providers to be paid at a later date | (5,420) | |
Cash paid at closing | 143,010 | |
Fair value of Contingent Consideration | 11,100 | |
Cash paid to Blue Raven employees to settle pre-existing performance-based equity compensation plan in excess of fair value | (11,087) | |
Final working capital adjustment | 413 | |
Total purchase consideration | $ 143,436 | |
Accounts Payable | Subsequent Event | ||
Business Acquisition [Line Items] | ||
Final working capital adjustment | $ 400 |
Business Combination and Dive_5
Business Combination and Divestitures - Acquisition of Blue Raven Solar Holdings - Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Oct. 04, 2021 | Jan. 03, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 126,338 | $ 0 | |
Cash and cash equivalents | $ 4,300 | ||
Blue Raven Solar Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Current assets | 8,957 | ||
Intangible assets acquired | 22,900 | ||
Other long-term assets | 2,243 | ||
Total assets acquired | 34,100 | ||
Current liabilities | 16,328 | ||
Long-term liabilities | 673 | ||
Total liabilities assumed | 17,001 | ||
Net assets acquired | 17,099 | ||
Total purchase consideration | 143,436 | ||
Goodwill | $ 126,337 |
Business Combination and Dive_6
Business Combination and Divestitures - Acquired Intangible assets (Details) - Blue Raven Solar Holdings, LLC $ in Thousands | Oct. 04, 2021USD ($) |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 22,900 |
Developed technology | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 3,700 |
Estimated useful life | 3 years |
Brand | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 15,800 |
Estimated useful life | 4 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 3,400 |
Estimated useful life | 3 years |
Business Combination and Dive_7
Business Combination and Divestitures - Pro Forma Information (Details) - Blue Raven Solar Holdings, LLC - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 1,425,736 | $ 1,250,723 |
Net income (loss) attributable to stockholders | $ (21,559) | $ 463,075 |
Business Combination and Dive_8
Business Combination and Divestitures - Sale of Commercial Projects - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 04, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from business divestiture | $ 10,516 | $ 15,418 | $ 40,491 | |
Gain on disposition | 224 | $ 10,334 | $ 143,400 | |
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 | $ 8,900 | 2,822 | ||
Proceeds from business divestiture | 2,800 | |||
Holdback receivables | (400) | (369) | ||
Debt repaid directly by buyer | $ (5,600) | |||
Gain on disposition | (5,100) | |||
Transaction expense | $ 100 |
Business Combination and Dive_9
Business Combination and Divestitures - Assets and Liabilities (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 12 Months Ended |
Jan. 02, 2022USD ($) | |
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 of discontinued operations | 14,406 |
Accrued liabilities | 137 |
Short-term debt | 614 |
Long-term debt | 4,779 |
Other long-term liabilities | 804 |
Total liabilities of discontinued operations | 6,334 |
Net assets | 8,072 |
Net loss on sale | (5,066) |
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 of discontinued operations | 3,198 |
Accrued liabilities | 106 |
Contract liabilities | 332 |
Total liabilities of discontinued operations | 438 |
Net assets | 2,760 |
Net loss on sale | $ 5,291 |
Business Combination and Div_10
Business Combination and Divestitures - Sale of Residential Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Jul. 04, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on disposition | $ 224 | $ 10,334 | $ 143,400 | |
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 | 8,051 | $ 8,500 | ||
Gain on disposition | 5,300 | |||
Transaction expense | $ 400 |
Business Combination and Div_11
Business Combination and Divestitures - Proceeds Received (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | Jan. 02, 2022 | Jul. 04, 2021 |
Commercial Projects | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | $ 8,881 | |
Transaction costs | (105) | |
Holdback receivables | (369) | $ (400) |
Debt repaid directly by buyer | (5,585) | |
Net proceeds received | 2,822 | 8,900 |
Residential Leases | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | 8,500 | |
Transaction costs | (449) | |
Net proceeds received | $ 8,051 | $ 8,500 |
Business Combination and Div_12
Business Combination and Divestitures - Net Gain (Loss) on Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | 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 | $ 8,900 |
Estimated receivable from amount held back for retained obligations | 184 | |
Book value of net assets sold | (8,072) | |
Net (loss) gain 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 | $ 8,500 |
Book value of net assets sold | (2,760) | |
Net (loss) gain on sale | $ 5,291 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 26,977 |
Accumulated Amortization | (2,098) |
Net Book Value | 24,879 |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 3,700 |
Accumulated Amortization | (308) |
Net Book Value | 3,392 |
Brand | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 15,800 |
Accumulated Amortization | (988) |
Net Book Value | 14,812 |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 3,400 |
Accumulated Amortization | (283) |
Net Book Value | 3,117 |
Software development costs | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 4,077 |
Accumulated Amortization | (519) |
Net Book Value | $ 3,558 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 1,700,000 | $ 5,000,000 | $ 7,400,000 |
Impairment loss | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,580 |
2023 | 7,489 |
2024 | 5,847 |
2025 | 2,963 |
Total | $ 24,879 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Other long-term assets: | ||
Equity investments with readily determinable fair value | $ 91,473 | $ 614,148 |
Total assets | 465,726 | 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 | 457,352 | 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 | 457,352 | 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 | 457,352 | 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) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jul. 04, 2021 | Jan. 02, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Gain on change in valuation of equity method investments | $ 700 | |
SunStrong Partners, LLC | Variable Interest Entity, Not Primary Beneficiary | ||
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 January 2, 2022 | $ 8,374 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 significant unobservable input sensitivity (Details) - Equity investments - Level 3 $ in Thousands | Jan. 02, 2022USD ($) |
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) - Enphase Energy, Inc. - USD ($) $ in Millions | Jan. 02, 2022 | Aug. 09, 2018 | Jan. 02, 2022 | Jan. 03, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Shares issuable to the Company at closing of agreement | 2,500,000 | 7,500,000 | ||
Unrealized gain on investments | $ 21 | $ 690.8 | ||
Investment shares sold (in shares) | 1,000,000 | 3,000,000 | ||
Proceeds from sale of equity investment | $ 177.8 | $ 250.6 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2021USD ($)counterpartyMember | Apr. 04, 2021USD ($)employee | Dec. 29, 2019employee | Jun. 30, 2020employee | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Dec. 29, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges (credits) | $ 4,519 | $ 2,604 | $ 14,627 | ||||
Number of independent third parties in agreement | counterpartyMember | 2 | ||||||
January 2021 Restructuring Plan: | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges (credits) | $ 1,200 | ||||||
Restructuring incurred cost | 3,600 | ||||||
January 2021 Restructuring Plan: | Facility Closing | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 170 | ||||||
December 2019 Restructuring Plan: | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring incurred cost | $ 11,200 | ||||||
Minimum | January 2021 Restructuring Plan: | Spinoff | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges (credits) | $ 7,000 | ||||||
Severance costs | 4,000 | ||||||
Real estate lease termination and other associated costs | 3,000 | ||||||
Minimum | December 2019 Restructuring Plan: | Spinoff | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 145 | ||||||
Exiting period | 12 months | ||||||
Reorganization, number of jobs affected as a percentage of global workforce | 3.00% | ||||||
Minimum | December 2019 Restructuring Plan: | Spinoff | SunPower Technologies | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 65 | ||||||
Minimum | December 2019 Restructuring Plan: | Spinoff | SunPower Energy Services | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 80 | ||||||
Maximum | January 2021 Restructuring Plan: | Spinoff | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges (credits) | 9,000 | ||||||
Severance costs | 5,000 | ||||||
Real estate lease termination and other associated costs | $ 4,000 | ||||||
Maximum | December 2019 Restructuring Plan: | Spinoff | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 160 | ||||||
Exiting period | 18 months | ||||||
Maximum | December 2019 Restructuring Plan: | Spinoff | SunPower Technologies | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 70 | ||||||
Maximum | December 2019 Restructuring Plan: | Spinoff | SunPower Energy Services | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Reorganization, number of jobs affected | employee | 90 |
Restructuring - Charges Compari
Restructuring - Charges Comparison (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | $ 4,519 | $ 2,604 | $ 14,627 |
January 2021 Restructuring Plan: | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | 3,559 | 0 | 0 |
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) | 1,090 | 2,684 | 7,396 |
Other Legacy Restructuring Plans | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | (130) | (80) | 7,231 |
Severance and benefits | January 2021 Restructuring Plan: | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | 3,517 | 0 | 0 |
Severance and benefits | December 2019 Restructuring Plan: | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | 978 | 2,678 | 7,355 |
Other costs | January 2021 Restructuring Plan: | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | 42 | 0 | 0 |
Other costs | December 2019 Restructuring Plan: | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges (credits) | $ 112 | $ 6 | $ 41 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | $ 2,808 | ||
Charges (Benefits) | 4,519 | $ 2,604 | $ 14,627 |
(Payments) Recoveries | (5,190) | ||
Restructuring reserve, end | 2,137 | 2,808 | |
January 2021 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 0 | ||
Charges (Benefits) | 3,559 | 0 | 0 |
(Payments) Recoveries | (2,795) | ||
Restructuring reserve, end | 764 | 0 | |
December 2019 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 2,608 | ||
Charges (Benefits) | 1,090 | 2,684 | 7,396 |
(Payments) Recoveries | (2,325) | ||
Restructuring reserve, end | 1,373 | 2,608 | |
Other Legacy Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 200 | ||
Charges (Benefits) | (130) | (80) | 7,231 |
(Payments) Recoveries | (70) | ||
Restructuring reserve, end | 0 | 200 | |
Severance and benefits | January 2021 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 0 | ||
Charges (Benefits) | 3,517 | 0 | 0 |
(Payments) Recoveries | (2,753) | ||
Restructuring reserve, end | 764 | 0 | |
Severance and benefits | December 2019 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 2,608 | ||
Charges (Benefits) | 978 | 2,678 | 7,355 |
(Payments) Recoveries | (2,213) | ||
Restructuring reserve, end | 1,373 | 2,608 | |
Other costs | January 2021 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 0 | ||
Charges (Benefits) | 42 | 0 | 0 |
(Payments) Recoveries | (42) | ||
Restructuring reserve, end | 0 | 0 | |
Other costs | December 2019 Restructuring Plan: | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning | 0 | ||
Charges (Benefits) | 112 | 6 | $ 41 |
(Payments) Recoveries | (112) | ||
Restructuring reserve, end | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases - Narrative (Details) | Jan. 02, 2022 |
Minimum | |
Loss Contingencies [Line Items] | |
Lessee, operating lease, renewal term | 1 year |
Maximum | |
Loss Contingencies [Line Items] | |
Lessee, operating lease, renewal term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 14,095 | $ 14,128 | |
Sublease income | (437) | (272) | |
Rent expense | 13,658 | 13,856 | |
Operating cash flows for operating leases | 16,787 | 18,984 | |
Right-of-use assets obtained in exchange for leases | $ 19,628 | $ 22,794 | $ 111,142 |
Weighted-average remaining lease term (in years) - operating leases | 5 years 9 months 18 days | 7 years 7 months 6 days | |
Weighted-average discount rate - operating leases | 8.50% | 9.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Operating leases | |
2022 | $ 15,765 |
2023 | 14,031 |
2024 | 10,185 |
2025 | 6,397 |
2026 | 5,201 |
Thereafter | 12,817 |
Total lease payments | 64,396 |
Less: imputed interest | (14,829) |
Total | $ 49,567 |
Commitments and Contingencies_4
Commitments and Contingencies - Purchase Commitment (Details) $ in Thousands | 12 Months Ended |
Jan. 02, 2022USD ($) | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Fiscal 2022 | $ 201,598 |
Fiscal 2023 | 33,148 |
Fiscal 2024 | 1,710 |
Fiscal 2025 | 775 |
Fiscal 2026 | 778 |
Thereafter | 4,529 |
Total | 242,538 |
Future purchase obligations related to non-cancellable purchase orders | 73,500 |
Future purchase obligations related to long-term supply agreements | $ 169,000 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitment - Narrative (Details) | Jan. 02, 2022vendor |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments, number of vendors | 1 |
Commitments and Contingencies_6
Commitments and Contingencies - Product Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Balance at the beginning of the period | $ 81,877 | $ 101,380 | $ 121,512 |
Accruals for warranties issued during the period | 48,475 | 16,650 | 17,146 |
Settlements and adjustments during the period | (40,246) | (36,153) | (37,278) |
Balance at the end of the period | $ 90,106 | $ 81,877 | $ 101,380 |
Commitments and Contingencies_7
Commitments and Contingencies - Product Warranties - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Product warranty additional charges | $ 26.5 | |
Extended product warranty accrual, current | 5.5 | $ 9.1 |
Extended product warranty accrual, noncurrent | $ 3.4 | $ 3.1 |
Commitments and Contingencies_8
Commitments and Contingencies - Indemnifications - Narrative (Details) - USD ($) $ in Millions | Jan. 02, 2022 | Jan. 03, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 14.7 | $ 12.6 |
Income tax contingencies | 9.6 | $ 9.4 |
Contractual obligation, to be paid, year one | 125.8 | |
Contract liabilities gross of prepayment | 49.2 | |
Estimated litigation liability | $ 4.3 |
Commitments and Contingencies_9
Commitments and Contingencies - Legal Matters - Narrative (Details) $ in Millions | 3 Months Ended |
Jan. 02, 2022USD ($) | |
Sales, general, and administrative | |
Gain Contingencies [Line Items] | |
Proceeds from legal settlements | $ 14.8 |
Equity Investments - Equity Met
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity investments with readily determinable fair value | $ 91,473 | $ 614,148 |
Equity investments without readily determinable fair value: | 807 | 801 |
Equity investments with fair value option: | 8,374 | 9,924 |
Total equity investments | 466,533 | 624,873 |
Enphase Energy, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments with readily determinable fair value | $ 457,352 | $ 614,148 |
Investment shares sold (in shares) | 1,000,000 | 3,000,000 |
Shares remaining (in shares) | 2,500,000 | |
Owned shares, reclassified to current assets (in shares) | 2,000,000 | |
Owned shares, reclassified to other long term assets (in shares) | 500,000 | |
Project entities | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments without readily determinable fair value: | $ 122 | $ 122 |
Other equity investments without readily determinable fair value | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments without readily determinable fair value: | 685 | 679 |
SunStrong Capital Holdings, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments with fair value option: | 8,374 | 7,645 |
SunStrong Partners, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investments with fair value option: | 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 | $ 9,924 |
Equity Investments - Unconsolid
Equity Investments - Unconsolidated VIEs (Details) - USD ($) | 3 Months Ended | |||
Jul. 04, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 466,533,000 | $ 624,873,000 | ||
Gain on change in valuation of equity method investments | $ 700,000 | |||
SunStrong Partners, LLC | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 9,500,000 | |||
Ownership percentage | 10.00% | |||
VIE maximum exposure loss | $ 250,000,000 | |||
Cash paid for acquisitions, net of cash acquired2 | $ 2,300,000 | |||
SunStrong Capital Holdings, LLC | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 47.50% | |||
Hannon Armstrong | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 45.10% | |||
SunPower Corp | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 44.90% |
Equity Investments - Summarized
Equity Investments - Summarized Financial Information of Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Schedule of Investments [Line Items] | |||
Gross income (loss) | $ 221,607 | $ 167,127 | $ 163,478 |
Net (loss) income | (37,358) | 475,048 | 22,159 |
Current assets | 1,073,466 | 790,315 | |
Current liabilities | 509,596 | 529,731 | |
SunStrong Capital Holdings, LLC | Variable Interest Entity, Not Primary Beneficiary | |||
Schedule of Investments [Line Items] | |||
Revenues | 136,428 | 123,772 | 72,595 |
Gross income (loss) | 5,575 | (10,788) | (16,786) |
Net (loss) income | (37,913) | 52,483 | $ 1,374 |
Current assets | 93,722 | 93,752 | |
Long-term assets | 1,626,125 | 1,378,382 | |
Current liabilities | 65,872 | 48,126 | |
Long-term liabilities | $ 1,295,540 | $ 1,130,484 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Accounts receivable | $ 28,900 | $ 16,767 | |
Accrued liabilities | 53 | 7,996 | |
Contract liabilities | 17,442 | 27,426 | |
Revenues and fees received from investees for products/services | 202,386 | 201,130 | $ 109,512 |
(Gain) loss on business divestitures, net | $ (224) | $ 0 | $ 0 |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) | 12 Months Ended | ||
Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Sep. 30, 2019MW | |
Variable Interest Entity [Line Items] | |||
Debt face amount | $ 538,896,000 | $ 643,917,000 | |
Assets | 1,554,806,000 | 1,646,482,000 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Revenues | 18,000,000 | $ 13,500,000 | |
Assets | 62,100,000 | ||
Solar Sail | |||
Variable Interest Entity [Line Items] | |||
Inventory financed | MW | 200 | ||
Solar Sail | SunPower Corp | |||
Variable Interest Entity [Line Items] | |||
Equity contributions by other parties | 6,000,000 | ||
Solar Sail | Hannon Armstrong | |||
Variable Interest Entity [Line Items] | |||
Debt face amount | 112,600,000 | ||
Equity contributions by other parties | $ 6,000,000 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 02, 2022 | Apr. 04, 2021 | Dec. 29, 2013 | Jan. 03, 2021 | Dec. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2010 | |
Debt Instrument [Line Items] | |||||||
Face Value | $ 538,896,000 | $ 643,917,000 | |||||
Short-term | 112,669,000 | 159,590,000 | |||||
Long-term | 424,057,000 | 478,890,000 | |||||
Total | 536,726,000 | 638,480,000 | |||||
0.875% debentures due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | $ 400,000,000 | ||||||
CEDA loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.50% | ||||||
Face Value | $ 30,000,000 | ||||||
Construction project debt | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 4.13% | ||||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 424,991,000 | 487,634,000 | |||||
Convertible Debt | 0.875% debentures due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.875% | ||||||
Face Value | 0 | 62,634,000 | |||||
Convertible Debt | 4.00% debentures due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 4.00% | ||||||
Face Value | 424,991,000 | 425,000,000 | $ 425,000,000 | ||||
Face amount decrease by due to bond conversion | 4,000 | $ 5,000 | |||||
Total recourse debt | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 534,320,000 | 633,701,000 | |||||
Short-term | 108,473,000 | 150,008,000 | |||||
Long-term | 423,677,000 | 478,330,000 | |||||
Total | 532,150,000 | 628,338,000 | |||||
Total recourse debt | CEDA loan | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 0 | 30,000,000 | |||||
Short-term | 0 | 0 | |||||
Long-term | 0 | 29,219,000 | |||||
Total | 0 | 29,219,000 | |||||
Total recourse debt | PNC Energy Capital Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 0 | 5,545,000 | |||||
Short-term | 0 | 597,000 | |||||
Long-term | 0 | 4,948,000 | |||||
Total | 0 | 5,545,000 | |||||
Total recourse debt | Asset-Backed Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 60,800,000 | 32,752,000 | |||||
Short-term | 60,579,000 | 32,690,000 | |||||
Long-term | 0 | 0 | |||||
Total | 60,579,000 | 32,690,000 | |||||
Total recourse debt | Safe Harbor | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 48,529,000 | 77,770,000 | |||||
Short-term | 47,894,000 | 54,190,000 | |||||
Long-term | 0 | 21,720,000 | |||||
Total | 47,894,000 | 75,910,000 | |||||
Total recourse debt | Convertible Debt | 0.875% debentures due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 0 | 62,634,000 | |||||
Short-term | 0 | 62,531,000 | |||||
Long-term | 0 | 0 | |||||
Total | 0 | 62,531,000 | |||||
Total recourse debt | Convertible Debt | 4.00% debentures due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 424,991,000 | 425,000,000 | |||||
Short-term | 0 | 0 | |||||
Long-term | 423,677,000 | 422,443,000 | |||||
Total | 423,677,000 | 422,443,000 | |||||
Total non-recourse debt | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 4,576,000 | 10,216,000 | |||||
Short-term | 4,196,000 | 9,582,000 | |||||
Long-term | 380,000 | 560,000 | |||||
Total | 4,576,000 | 10,142,000 | |||||
Total non-recourse debt | Vendor Financing and Other Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 4,576,000 | 560,000 | |||||
Short-term | 4,196,000 | 0 | |||||
Long-term | 380,000 | 560,000 | |||||
Total | 4,576,000 | 560,000 | |||||
Total non-recourse debt | Construction project debt | |||||||
Debt Instrument [Line Items] | |||||||
Face Value | 0 | 9,656,000 | |||||
Short-term | 0 | 9,582,000 | |||||
Long-term | 0 | 0 | |||||
Total | $ 0 | $ 9,582,000 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Debt Disclosure [Abstract] | ||
Fiscal 2022 | $ 113,510 | |
Fiscal 2023 | 425,058 | |
Fiscal 2024 | 71 | |
Fiscal 2025 | 75 | |
Fiscal 2026 | 78 | |
Thereafter | 104 | |
Total | $ 538,896 | $ 643,917 |
Debt and Credit Sources - Sch_3
Debt and Credit Sources - Schedule of Convertible Debt (Details) - USD ($) | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 31, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||
Face Value | $ 538,896,000 | $ 643,917,000 | ||
0.875% debentures due 2021 | ||||
Debt Instrument [Line Items] | ||||
Face Value | $ 400,000,000 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Carrying Value | 423,677,000 | 484,974,000 | ||
Face Value | 424,991,000 | 487,634,000 | ||
Fair value | 501,489,000 | 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 | ||
Fair value | 0 | 64,018,000 | ||
Convertible Debt | 4.00% debentures due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.00% | |||
Carrying Value | 423,677,000 | 422,443,000 | ||
Face Value | 424,991,000 | 425,000,000 | $ 425,000,000 | |
Fair value | $ 501,489,000 | $ 549,398,000 |
Debt and Credit Sources - 0.875
Debt and Credit Sources - 0.875% Debentures Due 2021 (Details) - USD ($) | Jan. 02, 2022 | Jun. 30, 2021 | Jan. 03, 2021 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||
Debt face amount | $ 538,896,000 | $ 643,917,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | 424,991,000 | 487,634,000 | ||
0.875% debentures due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 400,000,000 | |||
0.875% debentures due 2021 | TotalEnergies | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 250,000,000 | |||
0.875% debentures due 2021 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.875% | |||
Debt face amount | $ 0 | $ 62,634,000 | ||
Remaining outstanding principal amount | $ 62,500,000 | |||
0.875% debentures due 2021 | Convertible Debt | TotalEnergies | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 250,000,000 | |||
Remaining outstanding principal amount | $ 0 |
Debt and Credit Sources - 4.00%
Debt and Credit Sources - 4.00% Debentures Due 2023 (Details) | Sep. 01, 2020$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Debt face amount | $ 538,896,000 | $ 643,917,000 | ||
4.00% debentures due 2023 | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 0.0401552 | 0.0327568 | ||
Conversion price (usd per share) | $ / shares | $ 24.90 | $ 30.53 | ||
Shares issued upon conversion (in shares) | shares | 4,015,515 | |||
4.00% debentures due 2023 | TotalEnergies | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 100,000,000 |
Debt and Credit Sources - Finan
Debt and Credit Sources - Financing for Safe Harbor Panels Inventory (Details) - Safe Harbor Panels Inventory $ in Millions | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Sep. 27, 2019MW |
Debt Instrument [Line Items] | |||
Inventory financed | MW | 200 | ||
Interest rate | 7.50% | ||
Long-term line of credit | $ | $ 48.5 | $ 77.8 |
Debt and Credit Sources - Asset
Debt and Credit Sources - Asset-Backed Loan with Bank of America (Details) - USD ($) | Jan. 02, 2022 | Jan. 03, 2021 | Mar. 29, 2019 | Dec. 31, 2015 |
4.00% debentures due 2023 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.00% | |||
Revolving Credit Facility | March 2019 Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 75,000,000 | |||
Long-term line of credit | $ 60,800,000 | $ 32,800,000 |
Debt and Credit Sources - Loan
Debt and Credit Sources - Loan Agreement with California Enterprise Development Authority ("CEDA") (Details) - USD ($) | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 31, 2010 |
Debt Instrument [Line Items] | |||
Debt face amount | $ 538,896,000 | $ 643,917,000 | |
CEDA loan | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 30,000,000 | ||
Interest rate | 8.50% |
Debt and Credit Sources - Deuts
Debt and Credit Sources - Deutsche Bank Trust (Details) - Letter of Credit - September 2011 Letter of Credit - Deutsche Bank - USD ($) | Jan. 02, 2022 | Jan. 03, 2021 | Sep. 30, 2011 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 200,000,000 | ||
Letters of credit outstanding, amount | $ 2,200,000 | $ 2,700,000 |
Debt and Credit Sources - Bank
Debt and Credit Sources - Bank of the West (Details) - Letter of Credit - October 2021 Letter of Credit - Bank of the West - USD ($) | Jan. 02, 2022 | Oct. 31, 2021 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 25,000,000 | |
Letters of credit outstanding, amount | $ 19,300,000 |
Debt and Credit Sources - Non-r
Debt and Credit Sources - Non-recourse Debt (Details) - USD ($) $ in Millions | Jan. 02, 2022 | Jan. 03, 2021 |
Debt Disclosure [Abstract] | ||
Non-recourse debt | $ 4.6 | $ 4.6 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | ||
Related Party Transaction [Line Items] | |||
Prepaid and other current assets | $ 3,684 | $ 9,891 | |
Accrued liabilities | 53 | 7,996 | |
Other long-term liabilities | [1] | 164,562 | 157,597 |
Maxeon Solar | Corporate Joint Venture | |||
Related Party Transaction [Line Items] | |||
Purchases of photovoltaic modules (recorded in cost of revenues) | 224,576 | 96,217 | |
Research and development expenses reimbursement received | 33,475 | 12,473 | |
Income from transition services agreement, net | 5,876 | 6,260 | |
Prepaid and other current assets | 1,928 | 3,486 | |
Accrued liabilities | 7,493 | 4,634 | |
Accounts payable | 27,724 | 32,591 | |
Other long-term liabilities | $ 1,458 | $ 0 | |
[1] | We h ave related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar, and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “ accounts receivable, net, ” “ contract assets, ” “ prepaid expenses and other current assets, ” “ other long-term assets, ” “ accounts payable, ” “ accrued liabilities, ” “ contract liabilities, current portion, ” “ convertible debt, current portion, ” “ convertible debt, net of current portion, ” “ contract liabilities, current portion, ” and “ other long-term liabilities ” financial statement line items on our consolidated balance sheets (see Note 2, Note 9, Note 10, Note 11, and Note 12). |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Thousands | Apr. 26, 2021shares | Apr. 19, 2021USD ($) | Jan. 02, 2022USD ($) | [1] | Dec. 29, 2019USD ($) |
Related Party Transaction [Line Items] | |||||
Issuance of common stock to executive | $ | $ 2,999 | $ 171,834 | |||
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 | ||||
CEO, Peter Faciry | CEO Stock Purchase | Restricted Stock Units | |||||
Related Party Transaction [Line Items] | |||||
Conversion ratio of stock split | 1 | ||||
Issuance of common stock to executive (in shares) | shares | 101,730 | ||||
RSUs issued (in shares) | shares | 101,730 | ||||
[1] | Refer to Note 12. Related-Party Transactions for details. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 5,219 | $ 57,549 | $ 16,509 |
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated investees | (32,823) | 654,569 | 191,008 |
Discontinued operation, tax expense (benefit) | 0 | (3,191) | 10,122 |
Loss from discontinued operations before income taxes and equity in earnings (losses) of unconsolidated investees | $ 0 | $ (125,599) | $ (165,040) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Geographic distribution of income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated investees: | |||
U.S. income (loss) | $ (35,920) | $ 660,029 | $ 139,420 |
Non-U.S. income (loss) | 3,097 | (5,460) | 51,588 |
(Loss) income from continuing operations before income taxes and equity in earnings (losses) of unconsolidated investees | (32,823) | 654,569 | 191,008 |
Current tax benefit (expense) | |||
Federal | (125) | (846) | (328) |
State | (2,047) | (35,383) | (370) |
Foreign | 568 | (7,900) | (15,283) |
Total current tax expense | (1,604) | (44,129) | (15,981) |
Deferred tax benefit (expense) | |||
Federal | 0 | 0 | (100) |
State | (3,022) | (13,716) | 0 |
Foreign | (593) | 296 | (428) |
Total deferred tax benefit (expense) | (3,615) | (13,420) | (528) |
Total | $ (5,219) | $ (57,549) | $ (16,509) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
Tax benefit (expense) at U.S. statutory rate | $ 6,893 | $ (137,459) | $ (40,112) |
Foreign rate differential | (222) | (3,694) | (5,193) |
State income taxes, net of benefit | (2,437) | (43,948) | (370) |
Section 956 and Subpart F | (493) | (2,431) | (4,774) |
Tax credits (investment tax credit and other) | 1,661 | 1,323 | 2,684 |
Change in valuation allowance | (19,115) | 201,660 | 35,439 |
Unrecognized tax benefits | (2,105) | (6,977) | (821) |
Non-controlling interest & nontaxable income | 740 | 0 | (4,482) |
Global intangible low-taxed income (“GILTI”) | (355) | (794) | 3,088 |
Section 163L interest | (840) | (1,189) | (1,299) |
Maxeon Spin-Off taxable gain | 0 | (54,537) | 0 |
Excess tax benefit on stock-based compensation | 13,789 | 711 | 0 |
Non-deductible executive compensation | (2,734) | (1,256) | (1,237) |
Other, net | (1) | (8,958) | 568 |
Total | $ (5,219) | $ (57,549) | $ (16,509) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 163,436 | $ 153,931 |
Tax credit carryforwards | 52,678 | 49,548 |
Reserves and accruals | 60,208 | 54,052 |
Stock-based compensation stock deductions | 3,187 | 3,242 |
Basis difference on third-party project sales | 35,013 | 68,108 |
Identified intangible assets | 5,644 | 6,502 |
Other | 2,131 | 1,191 |
Total deferred tax assets | 322,297 | 336,574 |
Valuation allowance | (173,481) | (141,715) |
Total deferred tax assets, net of valuation allowance | 148,816 | 194,859 |
Deferred tax liabilities: | ||
Fixed asset basis difference | (15,031) | (20,691) |
Investment in Enphase | (118,885) | (157,142) |
Other | (29,697) | (28,257) |
Total deferred tax liabilities | (163,613) | (206,090) |
Net deferred tax liabilities | $ (14,797) | $ (11,231) |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) $ in Millions | Jan. 02, 2022USD ($) |
Internal Revenue Service (IRS) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 548.1 |
Tax credit carryforward, amount | 72.6 |
Internal Revenue Service (IRS) | Debt Issuances | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward, amount | 16.6 |
Internal Revenue Service (IRS) | Tax Year 2018 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 142 |
Internal Revenue Service (IRS) | Tax Period Prior To 2018 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 406.1 |
California Franchise Tax Board | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward, amount | 4.7 |
California Franchise Tax Board | Debt Issuances | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 841.4 |
Tax credit carryforward, amount | 4 |
State and Local Jurisdiction | Stock Deductions | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 5.2 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 31.8 | $ 196 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 86,953 | $ 73,439 | $ 71,765 |
Additions for tax positions related to the current year | 2,345 | 15,179 | 137 |
Additions for tax positions from prior years | 113 | 41 | 1,624 |
Reductions for tax positions from prior years/statute of limitations expirations | (5,129) | (1,634) | (28) |
Foreign exchange (gain) loss | (69) | (72) | (59) |
Balance at the end of the period | $ 84,213 | $ 86,953 | $ 73,439 |
Income Taxes - Unrecognized T_2
Income Taxes - Unrecognized Tax Benefits Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits that would impact effective tax rate | $ 16.7 | $ 16.3 |
Imputed interest | $ 14.7 | $ 12.6 |
Income Taxes - Classification o
Income Taxes - Classification of Interests and Penalties (Details) - USD ($) $ in Millions | Jan. 02, 2022 | Jan. 03, 2021 |
Income Tax Disclosure [Abstract] | ||
Accrued interest | $ 2.3 | $ 2.4 |
Accrued penalties | $ 0.6 |
Common Stock (Details)
Common Stock (Details) | Jan. 02, 2022voteshares | Jan. 03, 2021shares |
Equity [Abstract] | ||
Vote for each share | vote | 1 | |
Equity compensation plans (in shares) | shares | 22,908,000 | 17,953,000 |
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 | 12 Months Ended | ||||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 31, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net (loss) income attributable to stockholders - continuing operations | $ (37,358) | $ 599,355 | $ 206,820 | ||
Net (loss) income attributable to stockholders - discontinued operations | 0 | (124,307) | (184,661) | ||
Net (loss) income attributable to stockholders | $ (37,358) | $ 475,048 | $ 22,159 | ||
Basic weighted-average common shares (in shares) | 172,436 | 169,801 | 144,796 | ||
Basic net income per share - continuing operations in shares) | $ (0.22) | $ 3.53 | $ 1.43 | ||
Basic net loss per share - discontinued operations (in shares) | 0 | (0.73) | (1.28) | ||
Net income (loss) per share - basic (usd per share) | $ (0.22) | $ 2.80 | $ 0.15 | ||
Net (loss) income from continuing operations attributable to stockholders | $ (37,358) | $ 599,355 | $ 206,820 | ||
Net (loss) income available to common stockholders - continuing operations | (37,358) | 613,678 | 223,015 | ||
Net (loss) income from discontinued operations attributable to stockholders | $ 0 | $ (124,307) | $ (184,661) | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Diluted weighted-average common shares (in shares) | 172,436 | 197,242 | 169,650 | ||
Dilutive net income per share - continuing operations (usd per share) | $ (0.22) | $ 3.11 | $ 1.31 | ||
Dilutive net loss per share - discontinued operations (usd per share) | 0 | (0.63) | (1.09) | ||
Net income (loss) per share - diluted (usd per share) | $ (0.22) | $ 2.48 | $ 0.22 | ||
4.00% debentures due 2023 | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Interest on convertible debt | $ 0 | $ 12,499 | $ 13,430 | ||
4.00% debentures due 2023 | Convertible Debt | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Interest rate | 4.00% | ||||
0.875% debentures due 2021 | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Interest on convertible debt | $ 0 | $ 1,824 | $ 2,765 | ||
0.875% debentures due 2021 | Convertible Debt | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Interest rate | 0.875% | ||||
Restricted Stock Units | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Restricted stock units (in shares) | 0 | 318 | 2,729 | ||
0.875% debentures due 2021 | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Conversion of debt securities (in shares) | 0 | 10,055 | 8,203 | ||
4.00% debentures due 2023 | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||
Conversion of debt securities (in shares) | 0 | 17,068 | 13,922 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 1,651 | 3,250 | 929 |
0.875% debentures due 2021 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 1,575 | 0 | 0 |
4.00% debentures due 2023 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 17,068 | 0 | 0 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 25,902 | $ 19,554 | $ 19,800 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 4,272 | 3,113 | 2,740 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,076 | 1,480 | 1,319 |
Sales, general, and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 18,554 | $ 14,961 | $ 15,741 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 12 Months Ended | |||||
Jan. 02, 2022USD ($)planshares | Jan. 03, 2021shares | Dec. 29, 2019shares | Dec. 30, 2018 | Jan. 01, 2017shares | Jan. 03, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock incentive plans | plan | 1 | |||||
Shares withheld for tax withholding obligation (in shares) | 400,000 | 1,300,000 | 800,000 | |||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation | $ | $ 56.3 | |||||
Period for recognition | 2 years 2 months 12 days | |||||
2015 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase | 2.00% | 3.00% | ||||
Plan share annual increase (in shares) | 6,000,000 | |||||
Shares available for grant (in shares) | 23,000,000 | |||||
Options outstanding (in shares) | 0 | |||||
2015 Plan | Restricted Stock Units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
2015 Plan | Restricted Stock Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
2015 Plan | Stock option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Shares (Details) - Restricted Stock Units - $ / shares shares in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 7,167 | 9,326 |
Granted (in shares) | 1,932 | 12,797 |
Vested (in shares) | (2,905) | (3,596) |
Forfeited (in shares) | (1,325) | (11,360) |
Ending balance (in shares) | 4,869 | 7,167 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (usd per share) | $ 13,750 | $ 7,750 |
Granted (usd per share) | 30.47 | 11,100 |
Vested (usd per share) | 14.67 | 9,880 |
Forfeited (usd per share) | 15.72 | 7,070 |
Ending balance (usd per share) | $ 19.30 | $ 13,750 |
Segment and Geographical Info_3
Segment and Geographical Information (Narrative) (Details) | 12 Months Ended | |||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Ownership percentage sold upon deconsolidation | 0.49 | |||
Ownership percentage retained upon deconsolidation | 0.51 | |||
Sales Revenue, Net | Customer Concentration Risk | Residential, Light Commercial | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 15.00% | 18.00% | 10.00% |
Segment and Geographical Info_4
Segment and Geographical Information - Reconciliation of Other Significant Reconciling Items from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | |||
Gross margin | $ 221,607 | $ 167,127 | $ 163,478 |
Adjusted EBITDA | (32,825) | 654,569 | 191,008 |
Residential, Light Commercial | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 1,121,203 | 848,073 | 863,853 |
Gross margin | 235,445 | 156,083 | 108,733 |
Adjusted EBITDA | 92,795 | 67,228 | 37,783 |
Commercial and Industrial Solutions | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 191,465 | 254,811 | 243,311 |
Gross margin | (6,133) | 28,666 | 7,147 |
Adjusted EBITDA | (28,378) | 6,640 | (35,095) |
Others | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 10,189 | 65,574 | 156,615 |
Gross margin | 3,419 | (24,206) | 39,569 |
Adjusted EBITDA | 1,500 | (23,981) | 56,484 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Gross margin | 232,731 | 160,543 | 155,449 |
Adjusted EBITDA | 65,917 | 49,887 | 59,172 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Gross margin | 548 | 17,366 | 32,808 |
Intersegment Eliminations | Residential, Light Commercial | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 0 | 0 | 0 |
Intersegment Eliminations | Commercial and Industrial Solutions | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 0 | 0 | 0 |
Intersegment Eliminations | Others | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | (11) | 38,444 | 43,713 |
Dev Co | Operating Segments | Residential, Light Commercial | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 1,093,443 | 824,065 | 852,293 |
Dev Co | Operating Segments | Commercial and Industrial Solutions | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 173,424 | 241,881 | 211,495 |
Dev Co | Operating Segments | Others | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 7,219 | 6,527 | 72,018 |
Power Co | Operating Segments | Residential, Light Commercial | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 27,760 | 24,008 | 11,560 |
Power Co | Operating Segments | Commercial and Industrial Solutions | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 18,041 | 12,930 | 31,816 |
Power Co | Operating Segments | Others | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | $ 2,981 | $ 20,603 | $ 40,884 |
Segment and Geographical Info_5
Segment and Geographical Information - Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,323,493 | $ 1,124,829 | $ 1,092,226 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total segment revenues as reviewed by CODM | 1,322,857 | 1,168,458 | 1,263,779 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | 11 | (38,444) | (43,713) |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | (5,392) | (128,144) |
Legacy utility and power plant projects | 0 | 207 | 259 |
Legacy sale-leaseback transactions | 0 | 0 | 45 |
Results of operations of legacy business to be exited | $ 625 | $ 0 | $ 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 | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | |||
Gross margin | $ 221,607 | $ 167,127 | $ 163,478 |
Gain (loss) on sale and impairment of residential lease assets | 226 | (1,024) | (33,778) |
Construction revenue on solar services contracts | 1,323,493 | 1,124,829 | 1,092,226 |
Stock-based compensation expense | (25,902) | (24,817) | (26,935) |
Amortization of intangible assets | 1,700 | 5,000 | 7,400 |
Gain (loss) on business divestitures, net | 224 | 10,334 | 143,400 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Gross margin | 232,731 | 160,543 | 155,449 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Gross margin | 548 | 17,366 | 32,808 |
Construction revenue on solar services contracts | 11 | (38,444) | (43,713) |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Legacy utility and power plant projects | 0 | 207 | 259 |
Legacy sale-leaseback transactions | 0 | 0 | 45 |
Construction revenue on solar services contracts | 0 | (5,392) | (128,144) |
Results of operations of legacy business to be exited | 625 | 0 | 0 |
Gross Profit | Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Legacy utility and power plant projects | 0 | 34 | (993) |
Legacy sale-leaseback transactions | 0 | (20) | 4,763 |
Gain (loss) on sale and impairment of residential lease assets | 1,537 | 1,860 | 1,703 |
Impairment of property, plant and equipment | 0 | (567) | 0 |
Construction revenue on solar services contracts | 0 | (4,734) | (20,018) |
Stock-based compensation expense | (4,261) | (2,612) | (2,390) |
Amortization of intangible assets | 0 | (4,755) | (7,135) |
Gain (loss) on business divestitures, net | (81) | 0 | 0 |
Restructuring charges | 0 | 12 | 0 |
Litigation | 0 | 0 | (709) |
Results of operations of legacy business to be exited | $ (8,867) | $ 0 | $ 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 | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (32,825) | $ 654,569 | $ 191,008 |
Gain (loss) on sale and impairment of residential lease assets | 226 | (1,024) | (33,778) |
Construction revenue on solar services contracts | 1,323,493 | 1,124,829 | 1,092,226 |
Stock-based compensation expense | (25,902) | (24,817) | (26,935) |
Amortization of intangible assets | (1,700) | (5,000) | (7,400) |
Gain (loss) on business divestitures, net | 224 | 10,334 | 143,400 |
Non-cash interest expense | (5,042) | (6,562) | (9,472) |
Net loss (income) attributable to noncontrolling interests | (684) | (1,022) | (29,880) |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 65,917 | 49,887 | 59,172 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Legacy utility and power plant projects | 0 | 207 | 259 |
Legacy sale-leaseback transactions | 0 | 0 | (45) |
Construction revenue on solar services contracts | 0 | (5,392) | (128,144) |
Results of operations of legacy business to be exited | 625 | 0 | 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 | 34 | (993) |
Legacy sale-leaseback transactions | 0 | (20) | (5,680) |
Mark-to-market gain (loss) on equity investments | 21,712 | 690,818 | 156,345 |
Gain (loss) on sale and impairment of residential lease assets | 6,494 | 1,815 | (25,636) |
Impairment of property, plant, and equipment, and equity method investment | 0 | (567) | 0 |
Construction revenue on solar services contracts | 0 | (4,734) | 7,012 |
Stock-based compensation expense | (25,902) | (19,554) | (19,800) |
Amortization of intangible assets | (1,579) | (4,759) | (7,135) |
Gain (loss) on business divestitures, net | 143 | 10,476 | 143,400 |
Transaction-related costs | (3,153) | (2,040) | (5,294) |
Executive transition costs | (2,583) | 0 | 0 |
Business reorganization costs | (2,774) | (1,537) | 0 |
Acquisition-related costs | (18,764) | 0 | 0 |
Non-cash interest expense | 0 | 0 | (3) |
Restructuring charges | (4,519) | (2,592) | (14,110) |
Results of operations of legacy business to be exited | (8,867) | 0 | 0 |
Litigation | (1,015) | (4,530) | (714) |
Gain on convertible debt repurchased | 0 | 2,520 | 0 |
Equity in losses of unconsolidated investees | 0 | 0 | 1,716 |
Net loss (income) attributable to noncontrolling interests | (684) | (2,335) | (34,037) |
Cash interest expense, net of interest income | (28,793) | (32,452) | (33,954) |
Depreciation and amortization | (11,390) | (16,108) | (29,047) |
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Corporate | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (17,068) | $ (9,753) | $ (234) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 04, 2022 | Jan. 02, 2022 | Jun. 30, 2022 | Feb. 06, 2022 | |
Subsequent Event [Line Items] | ||||
Asset impairment charges | $ 27 | |||
Subsequent Event | Forecast | Factory Installed Connectors | ||||
Subsequent Event [Line Items] | ||||
Asset impairment charges | $ 4 | |||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | C&I Solutions | ||||
Subsequent Event [Line Items] | ||||
Consideration on pending transaction | $ 190 | |||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | C&I Solutions | Forecast | ||||
Subsequent Event [Line Items] | ||||
Contingent consideration on pending transaction | $ 60 |