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 |