Cover page
Cover page - shares | 6 Months Ended | |
Jul. 03, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 03, 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, $0.001 par value per share | |
Trading Symbol | SPWR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 174,092,855 | |
Amendment Flag | false | |
Entity Central Index Key | 0000867773 | |
Current Fiscal Year End Date | --01-01 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 206,355 | $ 123,735 | |
Restricted cash and cash equivalents, current portion | [1] | 1,024 | 691 |
Short-term investments | 293,580 | 365,880 | |
Retail installment contract receivables, current portion | [2] | 149,166 | 121,268 |
Contract assets | 30,358 | 25,994 | |
Inventories | 222,524 | 214,432 | |
Advances to suppliers, current portion | 2,216 | 462 | |
Prepaid expenses and other current assets | [2] | 166,364 | 100,212 |
Current assets of discontinued operations | [2] | 0 | 120,792 |
Total current assets | 1,071,587 | 1,073,466 | |
Restricted cash and cash equivalents, net of current portion | [1] | 21,270 | 14,887 |
Property, plant and equipment, net | 50,675 | 33,560 | |
Operating lease right-of-use assets | 28,809 | 31,654 | |
Solar power systems leased, net | 43,510 | 45,502 | |
Goodwill | 126,338 | 126,338 | |
Other intangible assets, net | 24,401 | 24,879 | |
Other long-term assets1 | 169,882 | 156,994 | |
Long-term assets of discontinued operations | 0 | 47,526 | |
Total assets | 1,536,472 | 1,554,806 | |
Current liabilities: | |||
Accounts payable | [2] | 148,147 | 138,514 |
Accrued liabilities | [2] | 155,273 | 101,980 |
Operating lease liabilities, current portion | 10,506 | 10,753 | |
Contract liabilities, current portion | [2] | 102,778 | 62,285 |
Short-term debt | 62,089 | 109,568 | |
Convertible debt, current portion | [2] | 424,298 | 0 |
Current liabilities of discontinued operations | [2] | 0 | 86,496 |
Total current liabilities | 903,091 | 509,596 | |
Long-term | 54,130 | 380 | |
Convertible debt, net of current portion | [2] | 0 | 423,677 |
Operating lease liabilities, net of current portion | 23,544 | 28,566 | |
Contract liabilities, net of current portion | 18,674 | 18,705 | |
Other long-term liabilities | [2] | 117,942 | 141,197 |
Long-term liabilities of discontinued operations | [2] | 0 | 42,661 |
Total liabilities | 1,117,381 | 1,164,782 | |
Commitments and contingencies (Note 9) | |||
Equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of July 3, 2022 and January 2, 2022 | 0 | 0 | |
Common stock, $0.001 par value, 367,500 shares authorized; 188,011 shares issued and 174,081 shares outstanding as of July 3, 2022; 186,452 shares issued and 173,051 shares outstanding as of January 2, 2022 | 174 | 173 | |
Additional paid-in capital | 2,840,028 | 2,714,500 | |
Accumulated deficit | (2,213,195) | (2,122,212) | |
Accumulated other comprehensive income | 11,139 | 11,168 | |
Treasury stock, at cost: 13,931 shares of common stock as of July 3, 2022; 13,401 shares of common stock as of January 2, 2022 | (224,829) | (215,240) | |
Total stockholders' equity | 413,317 | 388,389 | |
Noncontrolling interests in subsidiaries | 5,774 | 1,635 | |
Total equity | 419,091 | 390,024 | |
Total liabilities and equity | $ 1,536,472 | $ 1,554,806 | |
[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 condensed consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects’ related cash transactions[2]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “accounts receivable, net,” “prepaid expenses and other current assets,” “other long-term assets,” “accounts payable,” “accrued liabilities,” “convertible debt, current portion,” “contract liabilities, current portion,” “convertible debt, net of current portion,” “other long-term liabilities,” “current assets of discontinued operations,” “current liabilities of discontinued operations,” and “long-term liabilities of discontinued operations” financial statement line items on our condensed consolidated balance sheets (see Note 3, Note 9, Note 10, Note 11, and Note 12) |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 03, 2022 | Jan. 02, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 367,500,000 | 367,500,000 |
Common stock shares issued (in shares) | 188,011,000 | 186,452,000 |
Common stock shares outstanding (in shares) | 174,081,000 | 173,051,000 |
Common stock shares held as treasury stock (in shares) | 13,931,000 | 13,401,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | ||
Income Statement [Abstract] | |||||
Total revenues | [1] | $ 417,772 | $ 260,751 | $ 768,049 | $ 500,887 |
Total cost of revenues | 336,273 | 200,040 | 614,241 | 394,210 | |
Gross profit | 81,499 | 60,711 | 153,808 | 106,677 | |
Operating expenses: | |||||
Research and development | [1] | 7,405 | 4,258 | 12,415 | 8,882 |
Sales, general, and administrative | [1] | 93,043 | 49,478 | 170,039 | 91,745 |
Restructuring (credits) charges | (494) | 808 | 133 | 4,574 | |
(Gain) loss on sale and impairment of residential lease assets | 0 | (68) | 0 | (294) | |
(Gain) loss on business divestitures, net | 0 | (5,290) | 0 | (5,290) | |
(Income) expense from transition services agreement, net | [1] | (494) | (1,656) | (228) | (4,743) |
Total operating expenses | 99,460 | 47,530 | 182,359 | 94,874 | |
Operating (loss) income | (17,961) | 13,181 | (28,551) | 11,803 | |
Other (expense) income, net: | |||||
Interest income | 92 | 73 | 134 | 125 | |
Interest expense | [1] | (5,964) | (6,630) | (11,008) | (13,657) |
Other, net | (14,652) | 84,075 | (13,208) | 39,560 | |
Other (expense) income, net | (20,524) | 77,518 | (24,082) | 26,028 | |
(Loss) income from continuing operations before income taxes | (38,485) | 90,699 | (52,633) | 37,831 | |
(Provision for) benefits from income taxes | (3,226) | (3,594) | 8,417 | 1,532 | |
Net (loss) income from continuing operations | (41,711) | 87,105 | (44,216) | 39,363 | |
(Loss) income from discontinued operations before income taxes | [1] | (20,857) | (13,505) | (47,155) | (15,359) |
Benefits from (provision for) income taxes from discontinued operations | 241 | 1,169 | 584 | 1,267 | |
Net (loss) income from discontinued operations, net of taxes | (20,616) | (12,336) | (46,571) | (14,092) | |
Net (loss) income from continuing operations | (62,327) | 74,769 | (90,787) | 25,271 | |
Net (income) loss from continuing operations attributable to noncontrolling interests | (785) | (11) | (446) | 584 | |
Net (income) loss from discontinued operations attributable to noncontrolling interests | 0 | 449 | 250 | 967 | |
Net (income) loss attributable to noncontrolling interests | (785) | 438 | (196) | 1,551 | |
Net (loss) income from continuing operations attributable to stockholders | (42,496) | 87,094 | (44,662) | 39,947 | |
Net (loss) income from discontinued operations attributable to stockholders | (20,616) | (11,887) | (46,321) | (13,125) | |
Net (loss) income attributable to stockholders | $ (63,112) | $ 75,207 | $ (90,983) | $ 26,822 | |
Net (loss) income per share attributable to stockholders - basic: | |||||
Continuing operations (in dollars per share) | $ (0.24) | $ 0.50 | $ (0.26) | $ 0.23 | |
Discontinued operations (in dollars per share) | (0.12) | (0.07) | (0.27) | (0.08) | |
Net (loss) income per share – basic (in dollars per share) | (0.36) | 0.43 | (0.53) | 0.15 | |
Net (loss) income per share attributable to stockholders - diluted: | |||||
Continuing operations (in dollars per share) | (0.24) | 0.46 | (0.26) | 0.23 | |
Discontinued operations (in dollars per share) | (0.12) | (0.07) | (0.27) | (0.08) | |
Net (loss) income per share – diluted (in dollars per share) | $ (0.36) | $ 0.39 | $ (0.53) | $ 0.15 | |
Weighted-average shares: | |||||
Basic (in shares) | 173,951 | 172,640 | 173,664 | 171,920 | |
Diluted (in shares) | 173,951 | 194,363 | 173,664 | 176,794 | |
[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 “total revenues,” “operating expenses: research and development,” “operating expenses: sales, general, and administrative,” “operating expenses: (income) expense transition services agreement, net,” “other income (expense), net: interest expense,” and “(loss) income from discontinued operations before income taxes” financial statement line items in our condensed consolidated statements of operations (see Note 3, Note 10, and Note 12). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (62,327) | $ 74,769 | $ (90,787) | $ 25,271 |
Components of other comprehensive (loss) income: | ||||
Translation adjustment | (31) | 6 | (29) | 4 |
Net change in derivatives | 0 | 423 | 0 | 570 |
Benefits from (provision for) income taxes | 0 | 63 | 0 | 16 |
Total other comprehensive (loss) income | (31) | 492 | (29) | 590 |
Total comprehensive (loss) income | (62,358) | 75,261 | (90,816) | 25,861 |
Comprehensive (income) loss attributable to noncontrolling interests | (785) | 438 | (196) | 1,551 |
Comprehensive (loss) income attributable to stockholders | $ (63,143) | $ 75,699 | $ (91,012) | $ 27,412 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests in Subsidiaries | |
Stockholders' equity, beginning of period (in shares) at Jan. 03, 2021 | 170,428,000 | ||||||||
Stockholders' equity, beginning of period at Jan. 03, 2021 | $ 406,486 | $ 404,167 | $ 170 | $ 2,685,920 | $ (205,476) | $ 8,799 | $ (2,085,246) | $ 2,319 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (49,498) | (48,385) | (48,385) | (1,113) | |||||
Other comprehensive income | 98 | 98 | 98 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,908,000 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | ||||||
Stock-based compensation expense | 5,437 | 5,437 | 5,437 | ||||||
Bond/debentures conversion (in shares) | 4,000 | ||||||||
Bond/debentures conversion | 155 | 155 | 155 | ||||||
Purchases of treasury stock (in shares) | (76,000) | ||||||||
Purchases of treasury stock | (2,120) | (2,120) | (2,120) | ||||||
Other adjustments | 303 | 303 | (89) | 392 | |||||
Stockholders' equity, end of period (in shares) at Apr. 04, 2021 | 172,264,000 | ||||||||
Stockholders' equity, end of period at Apr. 04, 2021 | 360,863 | 359,657 | $ 172 | 2,691,423 | (207,596) | 8,897 | (2,133,239) | 1,206 | |
Stockholders' equity, beginning of period (in shares) at Jan. 03, 2021 | 170,428,000 | ||||||||
Stockholders' equity, beginning of period at Jan. 03, 2021 | 406,486 | 404,167 | $ 170 | 2,685,920 | (205,476) | 8,799 | (2,085,246) | 2,319 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income | 590 | ||||||||
Stockholders' equity, end of period (in shares) at Jul. 04, 2021 | 172,842,000 | ||||||||
Stockholders' equity, end of period at Jul. 04, 2021 | 444,013 | 443,245 | $ 172 | 2,703,647 | (211,931) | 9,389 | (2,058,032) | 768 | |
Stockholders' equity, beginning of period (in shares) at Apr. 04, 2021 | 172,264,000 | ||||||||
Stockholders' equity, beginning of period at Apr. 04, 2021 | 360,863 | 359,657 | $ 172 | 2,691,423 | (207,596) | 8,897 | (2,133,239) | 1,206 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 74,769 | 75,207 | 75,207 | (438) | |||||
Other comprehensive income | 492 | 492 | 492 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 664,000 | ||||||||
Issuance of common stock to executive (in shares) | 101,000 | ||||||||
Issuance of common stock to executive | 2,999 | 2,999 | 2,999 | ||||||
Stock-based compensation expense | 9,225 | 9,225 | 9,225 | ||||||
Purchases of treasury stock (in shares) | (187,000) | ||||||||
Purchases of treasury stock | (4,310) | (4,310) | (4,310) | ||||||
Other adjustments | (25) | (25) | (25) | ||||||
Stockholders' equity, end of period (in shares) at Jul. 04, 2021 | 172,842,000 | ||||||||
Stockholders' equity, end of period at Jul. 04, 2021 | $ 444,013 | 443,245 | $ 172 | 2,703,647 | (211,931) | 9,389 | (2,058,032) | 768 | |
Stockholders' equity, beginning of period (in shares) at Jan. 02, 2022 | 173,051,000 | 173,051,000 | |||||||
Stockholders' equity, beginning of period at Jan. 02, 2022 | $ 390,024 | 388,389 | $ 173 | 2,714,500 | (215,240) | 11,168 | (2,122,212) | 1,635 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (28,460) | (27,871) | (27,871) | (589) | |||||
Other comprehensive income | 2 | 2 | 2 | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,201,000 | ||||||||
Issuance of restricted stock to employees, net of cancellations | 1 | 1 | $ 1 | ||||||
Stock-based compensation expense | 5,427 | 5,427 | 5,427 | ||||||
Purchases of treasury stock (in shares) | (407,000) | ||||||||
Purchases of treasury stock | (7,333) | (7,333) | (7,333) | ||||||
Stockholders' equity, end of period (in shares) at Apr. 03, 2022 | 173,845,000 | ||||||||
Stockholders' equity, end of period at Apr. 03, 2022 | $ 359,661 | 358,615 | $ 174 | 2,719,927 | (222,573) | 11,170 | (2,150,083) | 1,046 | |
Stockholders' equity, beginning of period (in shares) at Jan. 02, 2022 | 173,051,000 | 173,051,000 | |||||||
Stockholders' equity, beginning of period at Jan. 02, 2022 | $ 390,024 | 388,389 | $ 173 | 2,714,500 | (215,240) | 11,168 | (2,122,212) | 1,635 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income | $ (29) | ||||||||
Stockholders' equity, end of period (in shares) at Jul. 03, 2022 | 174,081,000 | 174,081,000 | |||||||
Stockholders' equity, end of period at Jul. 03, 2022 | $ 419,091 | 413,317 | $ 174 | 2,840,028 | (224,829) | 11,139 | (2,213,195) | 5,774 | |
Stockholders' equity, beginning of period (in shares) at Apr. 03, 2022 | 173,845,000 | ||||||||
Stockholders' equity, beginning of period at Apr. 03, 2022 | 359,661 | 358,615 | $ 174 | 2,719,927 | (222,573) | 11,170 | (2,150,083) | 1,046 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (62,327) | (63,112) | (63,112) | 785 | |||||
Other comprehensive income | (31) | (31) | (31) | ||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 359,000 | ||||||||
Stock-based compensation expense | 7,071 | 7,071 | 7,071 | ||||||
Purchases of treasury stock (in shares) | (123,000) | ||||||||
Purchases of treasury stock | (2,256) | (2,256) | (2,256) | ||||||
Income taxes impact of sale of C&I Solutions business | (1,371) | (1,371) | (1,371) | ||||||
Gain on sale of C&I Solutions business | [1] | $ 118,344 | 114,401 | 114,401 | 3,943 | ||||
Stockholders' equity, end of period (in shares) at Jul. 03, 2022 | 174,081,000 | 174,081,000 | |||||||
Stockholders' equity, end of period at Jul. 03, 2022 | $ 419,091 | $ 413,317 | $ 174 | $ 2,840,028 | $ (224,829) | $ 11,139 | $ (2,213,195) | $ 5,774 | |
[1]As TotalEnergies Renewables is a subsidiary of TotalEnergies SE, our parent company, the sale of our C&I Solutions business was a transaction under common control. As such, total gain on sale of our C&I Solutions business was included in Additional Paid-in-Capital within our condensed consolidated statements of equity. Refer to Note 2. Discontinued Operations for further details. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | ||
Cash flows from operating activities: | |||
Net (loss) income | $ (90,787) | $ 25,271 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation and amortization | 17,048 | 5,817 | |
Stock-based compensation | 12,499 | 15,050 | |
Non-cash interest expense | 1,559 | 3,155 | |
Loss (gain) on equity investments | 13,940 | (39,016) | |
(Gain) loss on sale of investments | 0 | (1,162) | |
(Gain) loss on business divestitures, net | 0 | (224) | |
Deferred income taxes | (11,196) | (1,637) | |
Other, net | 949 | (6,215) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (37,939) | (2,909) | |
Contract assets | 7,333 | 24,498 | |
Inventories | (17,059) | 1,825 | |
Project assets | 295 | 6,305 | |
Prepaid expenses and other assets | (169,798) | 5,180 | |
Operating lease right-of-use assets | 5,432 | 6,365 | |
Advances to suppliers | (2,072) | (3,284) | |
Accounts payable and other accrued liabilities | 46,518 | (42,229) | |
Contract liabilities | 66,273 | (8,554) | |
Operating lease liabilities | (7,572) | (6,589) | |
Net cash used in operating activities | (164,577) | (18,353) | |
Cash flows from investing activities: | |||
Purchases of property, plant, and equipment | (21,583) | (6,894) | |
Investment in software development costs | (2,725) | 0 | |
Proceeds from sale of property, plant, and equipment | 0 | 900 | |
Cash paid for solar power systems | 0 | (635) | |
Cash received from sale of investments | 0 | 1,200 | |
Proceeds from business divestitures, net of de-consolidated cash | 0 | 10,516 | |
Cash received from C&I Solutions sale, net of deconsolidated cash | 146,303 | 0 | |
Cash paid for equity investments | (16,420) | 0 | |
Proceeds from sale of equity investment | 149,830 | 0 | |
Proceeds from return of capital from equity investments | 0 | 2,276 | |
Cash paid for investments in unconsolidated investees | (3,318) | 0 | |
Net cash provided by investing activities | 252,087 | 7,363 | |
Cash flows from financing activities: | |||
Proceeds from bank loans and other debt | 100,276 | 95,396 | |
Repayment of bank loans and other debt | (98,044) | (103,573) | |
Repayment of non-recourse residential and commercial financing debt | 0 | (9,798) | |
Repayment of convertible debt | 0 | (62,757) | |
Payments for financing leases | (118) | 0 | |
Issuance of common stock to executive | 0 | 2,998 | |
Purchases of stock for tax withholding obligations on vested restricted stock | (9,588) | (6,453) | |
Net cash used in financing activities | (7,474) | (84,187) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 0 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 80,036 | (95,177) | |
Cash, cash equivalents, and restricted cash, beginning of period | 148,613 | 246,804 | |
Cash, cash equivalents, and restricted cash, end of period | 228,649 | 151,627 | |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets, including discontinued operations: | |||
Cash and cash equivalents | 206,355 | 140,462 | |
Restricted cash and cash equivalents, current portion | 1,024 | [1] | 5,818 |
Restricted cash and cash equivalents, net of current portion | 21,270 | [1] | 5,347 |
Total cash, cash equivalents, and restricted cash | 228,649 | 151,627 | |
Supplemental disclosure of cash flow information: | |||
Property, plant and equipment acquisitions funded by liabilities (including financing leases) | 4,635 | 1,174 | |
Right-of-use assets obtained in exchange for lease obligations | 1,526 | 11,528 | |
Working capital adjustment related to C&I Solutions sale | 6,265 | 0 | |
Accrued legal expenditures on equity method investment | 163 | 0 | |
Deconsolidation of right-of-use assets and lease obligations | 0 | 3,340 | |
Debt repaid in sale of commercial projects | 0 | 5,585 | |
Cash paid for interest | 11,186 | 13,527 | |
Cash paid for income taxes | $ 2,500 | $ 20,233 | |
[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 condensed consolidated balance sheets include cash balances set aside for various financial obligations including loans, distributions, letter of credit facilities, and other projects’ related cash transactions |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 03, 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. Our sales channels include a strong network of both installing and non-installing dealers and resellers that operate in residential markets as well as a group of talented and driven in-house sales teams engaged in direct sales to end customers. We are invested in growing our business by focusing on continued innovation, product development, and investments, while enhancing our customer experience and culture. 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 3. Transactions with Total and TotalEnergies SE ”). On February 6, 2022, we signed an Equity Purchase Agreement (the “Definitive Agreement”) with TotalEnergies Renewables USA, LLC (“TotalEnergies Renewables”), a Delaware limited liability company and wholly owned subsidiary of TotalEnergies SE, for the sale of our Commercial and Industrial Solutions (“C&I Solutions”) business for a preliminary purchase price of $190.0 million, subject to the terms and considerations set forth in the Definitive Agreement. The transaction closed on May 31, 2022, and upon closing, we received net cash consideration of $149.2 million based on the estimated net assets of the business on that date. Refer to Note 2. Discontinued Operations for more details on the transaction. 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 any time prior to their maturity, instead of cash repayment. In order for us to fulfill our obligation to repay the 4.00% debentures due 2023, we could also use proceeds from the sale of shares of Enphase Energy, Inc (“Enphase”) common stock and cash generated from operations. 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 such that we can sufficiently meet our obligations as they become due or on terms acceptable to us. Basis of Presentation and Preparation Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared by us in accordance with generally accepted accounting principles in the United States (“United States” or “U.S.,” and such accounting principles, “U.S. GAAP”) for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The January 2, 2022 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2022, as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2022, but does not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended January 2, 2022. The operating results for the three and six months ended July 3, 2022 are not necessarily indicative of the results that may be expected for fiscal year 2022, or for any other future period. We have a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Both the current fiscal year, fiscal 2022, and prior fiscal year, fiscal 2021, are 52-week fiscal years. The second quarter of fiscal 2022 ended on July 3, 2022, while the second quarter of fiscal 2021 ended on July 4, 2021. Management Estimates The preparation of the condensed 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 condensed 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 condensed consolidated financial statements include revenue recognition, specifically nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations, and variable consideration; credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; long-lived 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. Segment Information As a result of the sale of our C&I Solutions business, we now operate in a single operating segment, providing solar power systems and services to residential customers. While our chief executive officer, as the chief operating decision maker (“CODM”), reviews financial information by different functions and revenue streams, he considers the business on a consolidated basis for purposes of allocating resources and reviewing overall business performance. Summary of Selected Significant Accounting Policies The following significant accounting policies are updates to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended January 2, 2022. Refer to our Annual Report on Form 10-K for the fiscal year ended January 2, 2022 for the full list of our significant accounting policies. There have been no other material changes to our significant accounting policies except as disclosed below. Retail installment contract receivables, net In the fourth quarter of fiscal 2021, we launched SunPower Financial TM , with an objective to expand our relationship with our customers and to make renewable energy affordable for more homeowners and increase access to underserved populations by offering a new line of financial products featuring expanded eligibility. This includes entering into a retail installment contract, together with a sale of the solar power system, offering a long-term loan to our customers at affordable rates to finance their purchase. These retail installment contracts allow us to extend credit to the customers to pay for the solar power systems they purchased, on an installment basis, with a term of typically 20-25 years. Revenue from the sale of solar power systems underlying these retail installment contracts is recognized similar to other contracts, 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 the significant risks and rewards of ownership of the solar power system. Further, in accordance with ASC 606, Revenue from Contracts with Customers , given the long-term nature of these receivables, a significant financing component is deemed to exist. We adjust the transaction price to quantify and defer the significant financing component at contract inception, using the discount rate that would be reflective of a separate financing transaction between the entity and its customer at contract inception. The significant financing component amount is deferred and recognized as revenue over the contract term. We recognize the interest income as revenue given the contracts are entered into in connection with the sales of our solar power systems and within our ordinary business activities. As of July 3, 2022, the receivables are classified within current and non-current assets, based on the underlying contractual payment terms, as “accounts receivable, net” and “other long-term assets” on our condensed consolidated balance sheet. We are actively looking to refinance the contracts with several third-party financial institutions. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We adopted the ASU during the first quarter of fiscal 2022. The adoption did not have any impact on our consolidated financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jul. 03, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On February 6, 2022, we signed the Definitive Agreement with TotalEnergies Renewables for the sale of our C&I Solutions business. The transaction closed on May 31, 2022 pursuant to the terms of the Definitive Agreement, and TotalEnergies Renewables acquired all of the issued and outstanding common stock of our C&I Solutions business. The preliminary purchase price of $190.0 million was subject to certain adjustments, including cash, indebtedness, and an estimated closing date working capital adjustment. Upon closing, we received net cash consideration of $149.2 million based on the estimated net assets of the business on that date. As of July 3, 2022, we recorded a payable of $6.3 million to Total, based on the latest estimate of closing date working capital. The consideration and working capital adjustment are currently estimates and subject to further review and adjustment by both parties within 90 days of closing, as per the terms of the Definitive Agreement. As the sale represented a transaction between entities under common control, the gain was recorded as “additional paid-in capital” and “non-controlling interest” in our condensed consolidated balance sheets as of July 3, 2022, with a portion of the gain recorded in “non-controlling interest” due to the transfer of our safe harbor inventory from our consolidated VIE, Solar Sail, LLC ( “ Solar Sail ” ), to Total. The sale of the C&I Solutions business is a common control transaction in accordance with the guidance in ASC 805, Business Combinations, as TotalEnergies Renewables is a wholly owned subsidiary of TotalEnergies SE that holds a more than 50% voting interest in the Company and TotalEnergies Renewables as of July 3, 2022. As such, the difference between the total cash consideration received and the net book value of the C&I Solutions business, and the estimated working capital adjustment recorded, was recorded as an equity transaction. We also incurred transaction costs in connection with the sale of $8.3 million and $10.6 million for the three and six months ended July 3, 2022, respectively, which were expensed as incurred and included within “loss from discontinued operations before income taxes” in our condensed consolidated statements of operations. We began incurring these transaction costs in the second quarter of fiscal 2021, and incurred transaction costs of $0.3 million in the three and six months ended July 4, 2021. The following table presents the gain on sale of our C&I Solutions business recorded within our condensed consolidated statements of equity for the three months ended July 3, 2022: Three Months Ended July 3, 2022 Net cash consideration $ 149,171 Less: Estimated final working capital adjustment (as of July 3, 2022) 6,265 Less: Net book value of assets sold 24,562 Gain on sale of C&I Solutions business $ 118,344 Gain on sale of C&I Solutions business - within additional paid-in capital $ 114,401 Gain on sale of C&I Solutions business - within non-controlling interest $ 3,943 In accordance with the accounting guidance, the C&I Solutions business is presented as discontinued operations for the period up to and including the date of the sale, including the first quarter of fiscal 2022 as the signing of the Definitive Agreement had occurred and the sale represented a strategic shift in our business with major impacts on our current and historical financial results. As such, for all periods presented, the financial results of C&I Solutions are presented as net earnings from discontinued operations on the condensed consolidated statement of operations, as well as assets and liabilities of discontinued operations on the condensed consolidated balance sheets. The following table presents the assets and liabilities of C&I Solutions as of January 2, 2022, presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: January 2, 2022 Assets Current assets: Cash and cash equivalents $ 3,395 Restricted cash and cash equivalents, current portion 3,466 Accounts receivable, net 5,522 Contract assets 55,673 Inventories 28,561 Advances to suppliers, current portion 2,813 Project assets - plants and land, current portion 8,105 Prepaid expenses and other current assets 13,257 Total current assets of discontinued operations 120,792 Restricted cash and cash equivalents, net of current portion 2,439 Property, plant and equipment, net 1,734 Operating lease right-of-use assets 27,572 Other long-term assets 15,781 Total assets of discontinued operations $ 168,318 Liabilities Current liabilities: Accounts payable $ 38,541 Accrued liabilities 16,895 Operating lease liabilities, current portion 1,400 Contract liabilities, current portion 26,559 Short-term debt 3,101 Total current liabilities of discontinued operations 86,496 Operating lease liabilities, net of current portion 10,200 Contract liabilities, net of current portion 9,096 Other long-term liabilities 23,365 Total liabilities of discontinued operations $ 129,157 The following table presents financial results of C&I Solutions presented as discontinued operations in the condensed consolidated statement of operations in the corresponding periods: Three Months Ended Six Months Ended July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Total revenues $ 8,256 $ 48,176 $ 36,710 $ 114,438 Total cost of revenues 14,830 47,856 59,860 110,210 Gross (loss) profit (6,574) 320 (23,150) 4,228 Operating expenses 13,781 12,771 22,131 18,639 Operating (loss) income (20,355) (12,451) (45,281) (14,411) Other (expense) income, net (502) (1,054) (1,874) (948) (Loss) earnings before income taxes (20,857) (13,505) (47,155) (15,359) Benefits from (provision for) income taxes 241 1,169 584 1,267 Net (loss) income from discontinued operations, net of taxes (20,616) (12,336) (46,571) (14,092) Net loss (income) from discontinued operations attributable to noncontrolling interests — 449 250 967 Net (loss) income from discontinued operations attributable to stockholders $ (20,616) $ (11,887) $ (46,321) $ (13,125) The following table presents significant non-cash items and capital expenditures of discontinued operations: Six Months Ended July 3, 2022 July 4, 2021 Depreciation and amortization $ 85 $ 2,436 Stock-based compensation $ 21 $ 1,445 (Gain) loss on change in valuation of equity method investments $ — $ (726) (Gain) loss on sale of investments $ — $ (1,162) Loss (gain) on business divestiture $ — $ 5,066 |
Transactions With Total and Tot
Transactions With Total and Total Energies SE | 6 Months Ended |
Jul. 03, 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 July 3, 2022, ownership of our outstanding common stock by TotalEnergies SE and its affiliates was approximat ely 51% . Subsequent to the spin-off of Maxeon Solar Technologies, Ltd. (“Maxeon Solar”) completed on August 26, 2020 (the “Spin-Off”), Total received a pro rata distribution of ordinary shares of Maxeon Solar, and its percentage ownership of shares of SunPower did not change. On May 25, 2022, Total announced the signature of agreements with Global Infrastructure Partners (“GIP”) to acquire 50% of Clearway Energy Group (“CEG”) from them. As consideration, Total will pay $1.6 billion in cash, as well as an interest of 50% minus one share in the wholly-owned subsidiary of Total that holds all of Total's holding of approximately 51% of our outstanding common stock. The transaction is expected to close in late fiscal 2022. Affiliation Agreement In April 2011, we and Total entered into an Affiliation Agreement that governs the relationship between Total and us (the “Affiliation Agreement”). Until the expiration of a standstill period specified in the Affiliation Agreement (the “Standstill Period”), and subject to certain exceptions, Total, TotalEnergies SE, and any of their respective affiliates and certain other related parties (collectively, the “Total Group”) may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning our shares in excess of certain thresholds, or request us or our independent directors, officers, or employees to amend or waive any of the standstill restrictions applicable to the Total Group. The Standstill Period ends when Total holds less than 15% ownership of us. The Affiliation Agreement imposes certain limitations on the Total Group’s ability to seek to effect a tender offer or merger to acquire 100% of our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of TotalEnergies SE. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to our board of directors (the “Board”). The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by us, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes restrictions with respect to our and our Board’s ability to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. On April 19, 2021, we entered into an amendment to the Affiliation Agreement with Total (the “April Affiliation Agreement Amendment”). The April Affiliation Agreement Amendment provided that our Board would include eleven members, composed of our president and chief executive officer, our immediate past chief executive officer, (“Mr. Werner ” ), six directors designated by Total, and three non-Total-designated directors. If the ownership of our voting securities by Total, together with the controlled subsidiaries of TotalEner gies SE, declined below certain thresholds, the number of members of the Board that Total was 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 an additional amendment to the Affiliation Agreement (the “October Affiliation Agreement Amendment”), which provided that our Board would re main at eleven members until March 31, 2022 and allowed for the appointme nt 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 provided that, after March 31, 2022, the Board would revert to nine members, at which time one independent director and one Total designee will resign from the Board. As previously disclosed, on March 31, 2022, one independent director and one Total designee resigned from the Board, and the Board reverted to nine members as of such date. Cooperation Agreement In December 2020, we entered into a Strategic Cooperation Framework Agreement (the “Cooperation Agreement”) with Total that governed the ongoing relationship between us and Total with respect to development and sale of certain future commercial solar power projects. As a result of the sale of our C&I Solutions business on May 31, 2022, we transferred our obligations under the Cooperation Agreement to TotalEnergies Renewables. 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. The sale of our C&I Solutions business during the quarter, and the resulting classification as discontinued operations in these condensed consolidated financial statements, does not qualify as a fundamental change under the indenture. 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) July 3, 2022 January 2, 2022 Accounts receivable $ 489 $ 238 Prepaid expenses and other current assets $ 4,385 $ — Other long-term assets $ 505 $ — Accrued Liabilities $ 6,906 $ — Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 (Income) expense from transition services agreement, net $ (518) $ — $ (518) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 $ 1,000 $ 1,000 2,000 2,000 In connection with the Spin-Off, we entered into certain agreements with Maxeon Solar, including a transition services agreement, supply agreement, and collaboration agreement. During the three months ended July 3, 2022 , we entered into a First Amendment to the Cross License Agreement (the “Amendment”) with Maxeon Solar to amend the Cross License Agreement that we entered into in connection with the Spin-off, pursuant to which the Company and Maxeon Solar exclusively and non-exclusively licensed certain intellectual property rights. The Amendment provides for certain adjustments to the scope of Maxeon Solar’s non-exclusive license to the Company. Further in connection with the Amendment and in anticipation of the expiration of the Collaboration Agreement with Maxeon Solar in August 2022, the Company and Maxeon Solar also entered into ancillary agreements providing for the settlement of certain payments due under the collaboration agreement as well as, transition services arrangement, and sublease of the research and development facility located in San Jose, California, the transfer of certain assets, and support to complete a collaboration project that may extend past August 2022. We recorded a net loss of $4.3 million in the three months ended July 3, 2022 in connection with the above agreements, that is presented within “research and development expenses” and “sales, general, and administrative expense” on our condensed consolidated statements of operations. The below table summarizes our transactions with Maxeon Solar for the three and six months ended July 3, 2022: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 62,602 $ 58,154 $ 135,061 $ 105,346 Research and development expenses reimbursement received $ 8,061 $ 9,373 $ 17,535 $ 18,023 Income (expense) from transition services agreement, net $ (24) $ 3,087 $ (290) $ 4,743 We had the following balances related to transactions with Maxeon Solar as of July 3, 2022: As of (In thousands) July 3, 2022 January 2, 2022 Prepaid and other current assets $ 545 $ 1,928 Accrued liabilities $ 12,132 $ 7,493 Accounts payable $ 26,249 $ 27,724 Other long-term liabilities $ 1,458 $ 1,458 Refer to Note 3. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 10. Equity Investments for related-party transactions with SunStrong and SunStrong Partners. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jul. 03, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table represents disaggregated revenue from contracts with customers for the three and six months ended July 3, 2022 and July 4, 2021: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Solar power systems sales $ 320,294 $ 172,837 $ 591,938 $ 339,164 Component sales 74,542 56,656 134,419 107,388 Light commercial sales 24,569 19,107 38,765 34,825 Services and other 1 (1,633) 12,151 2,927 19,510 Total revenues $ 417,772 $ 260,751 $ 768,049 $ 500,887 1 The reduction in “ services and other ” revenue for the three months ended July 3, 2022 was due to the reversal of variable consideration on two of our legacy large power plant projects that we sold in fiscal 2018 and 2019. We recognize revenue from contracts with customers when we have completed our 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. Contract Assets and Liabilities Contract assets consist of unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for our residential cash and loan customers. 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 5. 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) July 3, 2022 January 2, 2022 Contract assets $ 34,051 $ 31,925 Contract liabilities 121,452 80,990 During the three and six months ended July 3, 2022, we recognized revenue of $40.0 million and $38.1 million that was included in contract liabilities as of April 3, 2022 and January 2, 2022. During the three and six months ended July 4, 2021, we recognized revenue of $21.2 million and $23.2 million that was included in contract liabilities as of April 4, 2021 and January 3, 2021. As of July 3, 2022, we have entered into contracts with customers for sales of solar power systems and components for an aggregate transaction price of $817.9 million, the substantial majority of which we expect to recognize over the next 12 months. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jul. 03, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable, gross 1 $ 165,065 $ 135,912 Less: allowance for credit losses (15,659) (14,375) Less: allowance for sales returns (240) (269) Accounts receivable, net $ 149,166 $ 121,268 1 A lien exists on $106.9 million of our consolidated accounts receivable, gross, as of July 3, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources . Allowance for Credit Losses Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Balance at beginning of period $ 15,181 $ 14,244 $ 14,375 $ 13,850 Provision for credit losses 628 244 1,928 1,464 Write-offs (150) (289) (644) (1,115) Balance at end of period $ 15,659 $ 14,199 $ 15,659 $ 14,199 Inventories As of (In thousands) July 3, 2022 January 2, 2022 Photo-voltaic modules $ 109,239 $ 130,671 Microinverters 22,958 24,040 Energy Storage Systems 52,287 26,849 Other solar power system component materials 38,040 32,872 Inventories 1 2 $ 222,524 $ 214,432 1 A lien exists on $196.1 million of our gross inventory as of July 3, 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) July 3, 2022 January 2, 2022 Deferred project costs $ 101,162 $ 52,165 Deferred costs for solar power systems 22,146 18,834 Related-party receivables 6,465 3,684 Other 36,591 25,529 Prepaid expenses and other current assets $ 166,364 $ 100,212 Property, Plant and Equipment, Net As of (In thousands) July 3, 2022 January 2, 2022 Testing equipment and tools $ 191 $ 3,848 Leasehold improvements 15,424 28,936 Solar power systems 9,207 6,500 Computer equipment 12,040 23,112 Internal-use software 52,004 34,083 Furniture and fixtures 7,907 8,582 Transportation equipment 1,390 2,174 Vehicle finance leases 5,403 — Work-in-progress 3,984 4,076 Property, plant and equipment, gross 107,550 111,311 Less: accumulated depreciation and impairment (56,875) (77,751) Property, plant, and equipment, net 1 $ 50,675 $ 33,560 1 Property, plant, and equipment is predominantly located in the U.S. Other Long-term Assets As of (In thousands) July 3, 2022 January 2, 2022 Equity investments with readily determinable fair value $ — $ 91,473 Equity investments without readily determinable fair value 17,392 807 Equity investments with fair value option 11,692 8,374 Cloud computing arrangements implementation costs 1 11,348 11,692 Deposits with related parties 11,399 11,000 Retail installment contract receivables, net of current portion 93,420 — Long-term deferred project costs 4,286 4,542 Long-term prepaid taxes 1,302 4,145 Other 19,043 24,961 Other long-term assets $ 169,882 $ 156,994 1 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 July 3, 2022 and January 2, 2022, $1.4 million and $0.1 million, respectively, was included in amortization expense related to the amortization of our capitalized CCA costs. Accrued Liabilities As of (In thousands) July 3, 2022 January 2, 2022 Employee compensation and employee benefits $ 32,442 $ 15,641 Interest payable 7,855 8,005 Short-term warranty reserves 39,941 24,158 Restructuring reserve 268 2,137 Legal expenses 8,586 9,052 Taxes payable 5,630 4,606 Payable to Related Parties 1 6,265 — Short-term finance lease liabilities 1,391 — Other 52,895 38,381 Accrued liabilities $ 155,273 $ 101,980 1 Includes the payable to Total recorded on July 3, 2022 in connection with the sale of our C&I Solutions business, based on the latest estimate of closing date working capital. Other Long-term Liabilities As of (In thousands) July 3, 2022 January 2, 2022 Deferred revenue $ 38,102 $ 40,321 Long-term warranty reserves 38,643 56,124 Unrecognized tax benefits 15,385 14,689 Long-term pension liability 4,248 3,758 Long-term deferred tax liabilities 3,411 15,834 Long-term taxes payable 866 866 Related-party liabilities 1,458 1,458 Long-term finance lease liabilities 3,599 — Other 12,230 8,147 Other long-term liabilities $ 117,942 $ 141,197 Accumulated Other Comprehensive Income As of (In thousands) July 3, 2022 January 2, 2022 Cumulative translation adjustment $ 9,591 $ 9,620 Net gain on long-term pension liability obligation 1,548 1,548 Accumulated other comprehensive income $ 11,139 $ 11,168 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill On October 4, 2021, we entered into a Securities Purchase Agreement to acquire all of the issued and outstanding membership interests of Blue Raven Solar Holdings, LLC (“Blue Raven”) and 35% of the issued and outstanding membership interests in Albatross Software, LLC, an affiliate of Blue Raven. Goodwill presented on our condensed consolidated financial statements represents Goodwill resulting from the acquisition of Blue Raven. 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 July 3, 2022: Developed technology $ 3,700 $ (925) $ 2,775 Brand 15,800 (2,963) 12,837 Non-compete agreements 3,400 (850) 2,550 Software development costs 1 6,286 (47) 6,239 Total $ 29,186 $ (4,785) $ 24,401 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 3,579 (21) 3,558 Total $ 26,479 $ (1,600) $ 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 $1.6 million and $3.2 million for the three and six months ended July 3, 2022, and zero for the three and six months ended July 4, 2021, respectively. No impairment loss was recorded for intangible assets for the three and six months ended July 3, 2022 and July 4, 2021. As of July 3, 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, through the end of the useful life of all intangible assets: Fiscal Year Expected Amortization Expense 2022 (remaining 6 months) $ 4,210 2023 10,467 2024 6,762 2025 2,962 Total $ 24,401 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 03, 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 measured and recorded at fair value on a recurring basis as of July 3, 2022 and January 2, 2022. We had no liabilities to measure and record at fair value on a recurring basis as of July 3, 2022 and January 2, 2022. July 3, 2022 January 2, 2022 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Equity investments with fair value option ("FVO") $ 11,692 $ 11,692 $ — $ — $ 8,374 $ 8,374 $ — $ — Equity investments with readily determinable fair value 293,580 — — 293,580 457,352 — — 457,352 Total assets $ 305,272 $ 11,692 $ — $ 293,580 $ 465,726 $ 8,374 $ — $ 457,352 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 Capital Holdings, LLC (“SunStrong”) and Dorado Development Partners, LLC (“Dorado DevCo”) joint ventures and SunStrong Partners, LLC (“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, Dorado DevCo, 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 six months ended July 3, 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 six months ended July 3, 2022. (In thousands) Beginning balance as of January 2, 2022 Equity Distribution Additional Investment Other adjustment Ending balance as of July 3, 2022 Equity investments with FVO $ 8,374 $ — $ 3,318 $ — $ 11,692 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 July 3, 2022. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2022 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Equity investments $ 11,692 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 11,692 1 The primary unobservable inputs used in the fair value measurement of our equity investments, when using a discounted cash flow model, are the discount rate and residual value. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. We estimate the discount rate based on risk appropriate projected cost of equity. We estimate the residual value based on the contracted systems in place in the years being projected. Significant increases (decreases) in the residual value in isolation would result in a significantly higher (lower) fair value measurement. Equity investments with readily determinable fair value In connection with the divestment of our microinverter business to Enphase on August 9, 2018, we received 7.5 million shares of Enphase common stock (NASDAQ: ENPH). The common stock received was recorded as an equity investment with readily determinable fair value (Level 1), with changes in fair value recognized in net income in accordance with ASU 2016-01 Recognition and Measurement of Financial Assets and Liabilities. For the three and six months ended July 3, 2022, we recorde d a loss of $15.2 million and $13.9 million, respe ctively, within “other, net” in our condensed consolidated statement of operations as compared to gains of $83.0 million and $38.3 million in the three and six months ended July 4, 2021. During the six months ended July 3, 2022, we sold one million shares of Enphase common stock in open market transactions for net cash proceeds of $149.8 million . As of July 3, 2022, we hold 1.5 million shares of Enphase common stock. Retail installment contract receivables, net The aggregate carrying value of our long-term retail installment contracts as of July 3, 2022 was $100.5 million, included within “accounts receivable, net” and “other long-term assets” on our condensed consolidated balance sheets. We measure the retail installment contracts using the amortized cost method, where the significant financing component amount is deferred and recognized as revenue over the contract term. The fair value of these receivables as of July 3, 2022 was $80.2 million. The fair value was determined using Level 2 inputs based on weighted average market indexed-based pricing from our retail installment loan purchase agreement pricing list and quarterly market interest rates as reported by an independent pricing source. |
Restructuring
Restructuring | 6 Months Ended |
Jul. 03, 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. The R&D services agreement ended during the second quarter of fiscal 2022. As of July 3, 2022, we had incurred cumulative costs of approximately $3.3 million in restructuring charges, primarily relating to the payment of severance benefits. The 2021 restructuring plan is substantially completed, with the only remaining activities on the plan relating to severance payments for certain employees retained. December 2019 Restructuring Plan During the fourth quarter of fiscal 2019, we adopted a restructuring plan to realign and optimize workforce requirements in light of changes to our business, including the Spin-Off. In connection with the restructuring plan, which included actions implemented in the fourth quarter of 2019, we expected between 145 and 160 non-manufacturing employees, representing approximately 3% of our global workforce, to exit over a period of approximately 12 to 18 months. Between 65 and 70 of these employees were expected in the legacy SunPower Technologies business unit and corporate, 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 July 3, 2022, we had incurred cumulative costs of approximately $6.1 million in restructuring charges consisting primarily of severance and retention benefits. The 2019 restructuring plan was completed during the second quarter of fiscal 2022. The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Cumulative To Date January 2021 Restructuring Plan: Severance and benefits $ (303) $ (63) $ (266) $ 3,608 $ 3,251 Other costs 1 — 22 1 35 43 Total January 2021 Restructuring Plan (303) (41) (265) 3,643 3,294 December 2019 Restructuring Plan: Severance and benefits (236) 847 (53) 819 5,971 Other costs 1 — — — 112 159 Total December 2019 Restructuring Plan (236) 847 (53) 931 6,130 Other restructuring 2 45 2 451 — 69,092 Total restructuring charges (credits) $ (494) $ 808 $ 133 $ 4,574 $ 78,516 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. 2 Other restructuring charges during the three and six months ended July 3, 2022 included $0.0 million and $0.5 million, respectively, of severance costs for certain employees as a result of our announcement to exit the Light Commercial business which began in the first quarter of fiscal 2022. The following table summarizes the restructuring reserve activities during the six months ended July 3, 2022: Six months ended (In thousands) January 2, 2022 Charges (Benefits) (Payments) Recoveries July 3, 2022 January 2021 Restructuring Plan: Severance and benefits $ 764 $ (266) $ (230) $ 268 Other costs 1 — 1 (1) — Total January 2021 Restructuring Plan 764 (265) (231) 268 December 2019 Restructuring Plan: Severance and benefits 1,373 (53) (1,320) — Other costs 1 — — — — Total December 2019 Restructuring Plan 1,373 (53) (1,320) — Other restructuring 2 — 451 (451) — Total restructuring reserve activities $ 2,137 $ 133 $ (2,002) $ 268 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. 2 Other restructuring charges during the six months ended July 3, 2022 included $0.5 million of severance costs for certain employees as a result of our announcement to exit the Light Commercial business which began in the first quarter of fiscal 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Facility and Equipment Leases The table below presents the summarized quantitative information with regard to facility and equipment lease contracts we have entered into: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Operating and finance lease expense $ 3,673 $ 3,346 $ 6,888 $ 6,817 Sublease income (104) (105) (191) (211) Rent expense $ 3,569 $ 3,241 $ 6,697 $ 6,606 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating and finance leases $ 912 $ 4,082 $ 4,652 $ 8,001 Financing cash flows for finance leases $ 118 $ — $ 118 $ — Right-of-use assets obtained in exchange for leases $ 649 $ — $ 1,526 $ 11,528 Weighted-average remaining lease term (in years) - operating and finance leases 3.3 3.5 3.3 3.5 Weighted-average discount rate - operating and finance leases 8.3 % 8.9 % 8.3 % 8.9 % The future minimum lease payments to be paid under non-cancellable leases in effect as of July 3, 2022, are as follows (in thousands): As of July 3, 2022 Operating Leases 2022 (remaining six months) $ 7,523 2023 14,354 2024 10,508 2025 6,502 2026 4,464 Thereafter 2,019 Total lease payments 45,370 Less: imputed interest (6,330) Total $ 39,040 Purchase Commitments Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f July 3, 2022 are as follows: (In thousands) Fiscal 2022 (remaining six months) Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total 1 Future purchase obligations $ 129,517 $ 200,974 $ 2,004 $ 929 $ 778 $ 4,529 $ 338,731 The future purchase obligations presented above primarily consist of commitments to purchase photovoltaic modules pursuant to the supply agreement with Maxeon Solar entered into on August 26, 2020, as well as commitments to purchase Module-Level Power Electronics ("MLPEs”) supplied by one vendor. On February 14, 2022, we entered into a Master Supply Agreement with Maxeon Solar which replaced the previous supply agreement dated as of August 26, 2020. the Master Supply Agreement was 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 the three and six months ended July 3, 2022 and July 4, 2021: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Balance at the beginning of the period $ 78,496 $ 64,684 $ 80,282 $ 62,801 Accruals for warranties issued during the period 3,610 469 3,866 9,675 Settlements and adjustments during the period (3,522) (5,735) (5,564) (13,058) Balance at the end of the period $ 78,584 $ 59,418 $ 78,584 $ 59,418 In connection with a cracking issue identified in the fourth quarter of fiscal 2021, we recorded a one-time quality charge of $26.5 million during the fiscal year ended January 2, 2022. The 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. During the first and second quarters of fiscal 2022, there have been no significant changes to the original estimate. We plan to complete the majority of the repairs through fiscal 2023. Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $15.4 million and $14.7 million as of July 3, 2022 and January 2, 2022, respectively. These amounts are included within “other long-term liabilities” on our condensed consolidated balance sheets in their respective periods as they are not expected to be paid within the next 12 months. Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for our liabilities associated with uncertain tax positions in other long-term liabilities. Indemnifications We are a party to various agreements under which we may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax-related matters including indemnification to customers under Section 48(c) of the Internal Revenue Code of 1986, as amended, regarding solar commercial investment tax credits (“ITCs”) and U.S. Treasury Department (“U.S. Treasury”) cash grant payments under Section 1603 of the American Recovery and Reinvestment Act (each a “Cash Grant”). Further, in connection with our sale of residential lease assets in fiscal 2018 to SunStrong, we provide Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“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 July 3, 2022 and January 2, 2022, our provision was $9.7 million and $9.6 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 the benefit of 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 (the “Back-to-Back Agreement”). As we remain a party to the Hemlock Agreements, we are contractually liable to the vendor along with Maxeon Solar. During the second quarter of fiscal 2022, Hemlock communicated to us and Maxeon Solar that they believe that certain price escalation clauses for silicon metal have been triggered and would apply to all purchases of polysilicon for 2022 deliveries. We and Maxeon Solar do not believe that these inflationary price escalation clauses apply to the purchase of polysilicon for 2022 deliveries. We and Maxeon Solar are currently involved in discussions with Hemlock to explore a mutually acceptable resolution. Maxeon Solar’s remaining obligations under the Hemlock Agreements, without giving effect to any alleged inflationary price escalation clauses, amounts to $36.6 million for the remainder of fiscal 2022. This is gross of prepayments of $12.9 million as of July 3, 2022. We do not believe we have any current exposure under the Hemlock Agreements as of quarter ended July 3, 2022 as we are fully indemnified by Maxeon Solar under the Back-to-Back Agreement. As such, we do not carry any liability for the Hemlock Agreements on our condensed consolidated financial statements as long as Maxeon Solar complies with its obligations under the Hemlock Agreements and the Back-to-Back Agreement. Pursuant to the Separation and Distribution Agreement entered into by us and Maxeon Solar, we agreed to indemnify Maxeon Solar for any liabilities arising out of certain existing litigation relating to businesses contributed to Maxeon Solar in connection with the Spin-Off. We expect to be actively involved in managing this litigation together with Maxeon Solar. The indemnity qualifies for the criteria for accounting under the guidance in ASC 460, and we have recorded the liability of litigation of $6.3 million equal to the fair value of the guarantee provided as of the period ended July 3, 2022. The fair value includes $2.0 million relating to a change in the fair value of the liability for one of the indemnified litigation matters that was settled during the second quarter of fiscal 2022. 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. |
Equity Investments
Equity Investments | 6 Months Ended |
Jul. 03, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | EQUITY INVESTMENTS Our equity investments consist of equity investments with readily determinable fair value, investments without readily determinable fair value, equity investments accounted for using the fair value option, and equity method investments. Our share of earnings (losses) from equity investments accounted for under the equity method is reflected as “Equity in earnings (losses) of unconsolidated investees” in our condensed 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 condensed consolidated statements of operations. The carrying value of our equity investments, classified as “other long-term assets” on our condensed consolidated balance sheets, are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 293,580 $ 457,352 Total equity investments with readily determinable fair value 1 293,580 457,352 Equity investments without readily determinable fair value: OhmConnect investment 2 5,000 — Sea Bright investment 3 2,105 — Freedom Solar investment 4 9,456 — Other equity investments without readily determinable fair value 831 807 Total equity investments without readily determinable fair value 17,392 807 Equity investments with fair value option: SunStrong Capital Holdings, LLC 8,374 8,374 Dorado Development Partners, LLC 3,318 — SunStrong Partners, LLC — — Total equity investment with fair value option 11,692 8,374 Total equity investments $ 322,664 $ 466,533 1 During the six months ended July 3, 2022, we sold one million shares of Enphase common stock for cash proceeds. As of July 3, 2022, we had 1.5 million shares of Enphase common stock, all of which are within current assets as short-term investments. Refer to Note 7. Fair Value Measurements and Note 5. Balance Sheet Components for details. 2 During the six months ended July 3, 2022, we made an equity investment in OhmConnect, Inc. (“OhmConnect”) of $5.0 million cash in exchange for an equity interest of 1.8% at the time of purchase. The investment is accounted for as an equity investment without readily determinable fair value in accordance with the guidance in ASC 321, Investments - Equity Securities . 3 During the six months ended July 3, 2022, we made an equity investment in Sea Bright Solar, Inc. (“Sea Bright”) to purchase 20% of the outstanding equity of Sea Bright, and paid consideration of $2.0 million. In accordance with the guidance in ASC 323, Investments - Equity Method and Joint Ventures , this investment is accounted for as an equity method investment without readily determinable fair value as we exercise significant influence. During the three months ended July 3, 2022, we had $0.1 million of transaction costs on our investment, which we capitalized in accordance with the guidance on equity method investments. 4 During the three months ended July 3, 2022, we made an equity investment in Freedom Solar Holdings, LLC (“Freedom Solar”) of $9.4 million cash in exchange for an equity interest of 4.5% at the time of purchase. In accordance with the guidance in ASC 323, Investments - Equity Method and Joint Ventures , the investment is accounted for as an equity method investment without readily determinable fair value given the material intra-entity transactions that exist under our exclusive supplier agreement with Freedom Solar as a result of our investment. Variable Interest Entities (“VIEs”) A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either unconsolidated VIEs or consolidated VIEs ( refer to our Form 10-K for the fiscal year ended January 2, 2022 for further details on our various VIE arrangements ). Unconsolidated VIEs In March 2022, we entered into a joint venture with Hannon Armstrong and SunStrong to form Dorado DevCo, a jointly-owned entity, to hold our residential lease solar power projects. Similar to our prior joint ventures for residential lease assets, SunPower and Hannon Armstrong will make total capital contributions of up to $7.9 million into Dorado DevCo for 50% effective equity interest, each. SunStrong, our existing joint venture with Hannon Armstrong was appointed as a manager of the entity. We also entered into a development asset purchase agreement to provide development services for solar power systems sold into the fund. With respect to our interest in Dorado DevCo, we determined there is not sufficient equity at risk in the joint venture, thus, we determined the joint venture is a VIE as considered under the guidance in ASC 810, Consolidation. Based on the assessment of the required criteria for consolidation, we determined that SunStrong, as the manager of Dorado DevCo, has the power to make decisions over activities that significantly affect Dorado DevCo and subsidiaries. We and Hannon Armstrong do not have the power to unilaterally make decisions that affect the performance of the investee, and we do not have kick-out rights to unilaterally buyout the other party's equity interests, while Hannon Armstrong has a right to purchase our equity interest of the investee. In addition, much of our exposure to absorb the losses of the VIE that could potentially be significant to the VIE, or the right to receive the economic interest from the VIE, is in our capacity as a developer and service provider, where we provide development services at market terms. Therefore, we concluded we are not the primary beneficiary of the investee. During the three and six months ended July 3, 2022, we made a $3.2 million and $3.3 million capital contribution in the equity method investee, respectively. The investment contributed to our equity investment balance in SunStrong and is classified in “other long-term assets” on our condensed consolidated balance sheets. We have elected the FVO in accordance with the guidance in ASC 825, Financial Instruments , for our investments in SunStrong, SunStrong Partners, and Dorado DevCo, our unconsolidated VIEs. Refer to Note 7. Fair Value Measurements . Summarized Financial Information of Unconsolidated VIEs The following table presents summarized consolidated financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Summarized statements of operations information: Revenues $ 36,004 $ 32,697 $ 72,160 $ 65,794 Gross (loss) income (6,150) 1,007 (7,124) 2,221 Net income (loss) 7,029 2,716 8,782 (43,073) As of (In thousands) July 3, 2022 January 2, 2022 Summarized balance sheet information: Current assets $ 92,674 $ 93,722 Long-term assets 1,701,629 1,626,125 Current liabilities 60,946 65,872 Long-term liabilities 1,361,502 1,295,540 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. Related-Party Transactions with Investees Related-party transactions and balances with SunStrong, SunStrong Partners, and Dorado DevCo are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable $ 14,957 $ 28,900 Accrued liabilities 214 53 Contract liabilities 64,845 17,442 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Revenues and fees received from investees for products/services $ 41,059 $ 50,475 $ 86,579 $ 100,122 (Gain) loss on business divestitures, net — (224) — (224) Consolidated VIEs For Solar Sail, LLC ( “ Solar Sail ” ) and Solar Sail Commercial Holdings, LLC ( “ Solar Sail Commercial ” ), joint ventures with Hannon Armstrong, our consolidated VIEs, total revenue was $3.9 million and $8.2 million f or the three and six months ended July 3, 2022, respectively. Total revenue was $4.2 million and $7.8 million for the three and six months ended July 4, 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 July 3, 2022, we had $44.1 million of assets from the consolidated VIEs. |
Debt and Credit Sources
Debt and Credit Sources | 6 Months Ended |
Jul. 03, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our condensed consolidated balance sheets: July 3, 2022 January 2, 2022 (In thousands) Face Value Short-term Long-term Total 1, 2 Face Value Short-term Long-term Total 1, 2 Recourse Debt: 4.00% convertible debentures due 2023 $ 424,991 $ 424,298 $ — $ 424,298 $ 424,991 $ — $ 423,677 $ 423,677 Asset-Backed Loan 61,687 61,649 — 61,649 60,800 60,579 — 60,579 Safe Harbor Loan 3 — — — — 48,529 47,894 — 47,894 Total recourse debt $ 486,678 $ 485,947 $ — $ 485,947 $ 534,320 $ 108,473 $ 423,677 $ 532,150 Non-Recourse Debt: Credit Suisse Warehouse Loan $ 55,656 $ — $ 53,798 $ 53,798 $ — $ — $ — $ — Vendor Financing and Other Debt 772 441 331 772 1,475 1,095 380 1,475 Total non-recourse debt 56,428 441 54,129 54,570 1,475 1,095 380 1,475 Total $ 543,106 $ 486,388 $ 54,129 $ 540,517 $ 535,795 $ 109,568 $ 424,057 $ 533,625 1 Refers to the total carrying value of the outstanding debt arrangement. 2 See table below for discussion on the fair value of the convertible debt. The carrying value of all of our non-convertible debt 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. 3 In June 2022, we repaid the remaining outstanding principal amount of our $47.6 million loan with Hannon Armstrong under the Safe Harbor facility. As of July 3, 2022, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2022 (remaining 6 months) Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total Aggregate future maturities of outstanding debt $ 62,097 $ 480,709 $ 65 $ 68 $ 72 $ 95 $ 543,106 Convertible Debt The following table summarizes our outstanding convertible debt: July 3, 2022 January 2, 2022 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 4.00% debentures due 2023 $ 424,298 $ 424,991 $ 454,665 $ 423,677 $ 424,991 $ 501,489 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. 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 July 3, 2022, we had no letters of credit issued and outstanding under the Deutsche Bank trust facility. As of January 2, 2022, we had letters of credit issued and outstanding under the facility totaling $2.2 million, which were fully collateralized with restricted cash on the condensed 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. The letter of credit facility is 50% cash secured 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 July 3, 2022 and January 2, 2022, letters of credit issued and outstanding under the Bank of the West facility totaled $22.0 million and $19.3 million, respectively, which were collateralized with restricted cash on the condensed consolidated balance sheets. Loan Facility with Credit Suisse AG On June 30, 2022, we entered into a loan and security purchase agreement with Credit Suisse AG, New York Branch, and other financial institutions, to finance our retail installment contract receivables. The agreement provided for a $100.0 million delayed draw term loan which will mature on December 29, 2023. In connection with the loan agreement, we have established a special-purpose entity acting as the borrower under the facility. The loans under the agreement bear interest at a rate as adjusted by the benchmark adjustment, as defined in the term loan agreement, or the base rate plus the applicable margin for such loans. In addition, we also entered into an interest rate swap under the agreement, which converts the floating rate loan to a fixed rate. The swap terminates in March of 2024, unless we terminate early with the maturity of the loan, subject to any early termination costs. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants, including a covenant that any assets of the borrower will not be available to other creditors of the company. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jul. 03, 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 July 3, 2022, ownership of our outstanding common stock by TotalEnergies SE and its affiliates was approximat ely 51% . Subsequent to the spin-off of Maxeon Solar Technologies, Ltd. (“Maxeon Solar”) completed on August 26, 2020 (the “Spin-Off”), Total received a pro rata distribution of ordinary shares of Maxeon Solar, and its percentage ownership of shares of SunPower did not change. On May 25, 2022, Total announced the signature of agreements with Global Infrastructure Partners (“GIP”) to acquire 50% of Clearway Energy Group (“CEG”) from them. As consideration, Total will pay $1.6 billion in cash, as well as an interest of 50% minus one share in the wholly-owned subsidiary of Total that holds all of Total's holding of approximately 51% of our outstanding common stock. The transaction is expected to close in late fiscal 2022. Affiliation Agreement In April 2011, we and Total entered into an Affiliation Agreement that governs the relationship between Total and us (the “Affiliation Agreement”). Until the expiration of a standstill period specified in the Affiliation Agreement (the “Standstill Period”), and subject to certain exceptions, Total, TotalEnergies SE, and any of their respective affiliates and certain other related parties (collectively, the “Total Group”) may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning our shares in excess of certain thresholds, or request us or our independent directors, officers, or employees to amend or waive any of the standstill restrictions applicable to the Total Group. The Standstill Period ends when Total holds less than 15% ownership of us. The Affiliation Agreement imposes certain limitations on the Total Group’s ability to seek to effect a tender offer or merger to acquire 100% of our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of TotalEnergies SE. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to our board of directors (the “Board”). The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by us, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes restrictions with respect to our and our Board’s ability to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. On April 19, 2021, we entered into an amendment to the Affiliation Agreement with Total (the “April Affiliation Agreement Amendment”). The April Affiliation Agreement Amendment provided that our Board would include eleven members, composed of our president and chief executive officer, our immediate past chief executive officer, (“Mr. Werner ” ), six directors designated by Total, and three non-Total-designated directors. If the ownership of our voting securities by Total, together with the controlled subsidiaries of TotalEner gies SE, declined below certain thresholds, the number of members of the Board that Total was 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 an additional amendment to the Affiliation Agreement (the “October Affiliation Agreement Amendment”), which provided that our Board would re main at eleven members until March 31, 2022 and allowed for the appointme nt 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 provided that, after March 31, 2022, the Board would revert to nine members, at which time one independent director and one Total designee will resign from the Board. As previously disclosed, on March 31, 2022, one independent director and one Total designee resigned from the Board, and the Board reverted to nine members as of such date. Cooperation Agreement In December 2020, we entered into a Strategic Cooperation Framework Agreement (the “Cooperation Agreement”) with Total that governed the ongoing relationship between us and Total with respect to development and sale of certain future commercial solar power projects. As a result of the sale of our C&I Solutions business on May 31, 2022, we transferred our obligations under the Cooperation Agreement to TotalEnergies Renewables. 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. The sale of our C&I Solutions business during the quarter, and the resulting classification as discontinued operations in these condensed consolidated financial statements, does not qualify as a fundamental change under the indenture. 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) July 3, 2022 January 2, 2022 Accounts receivable $ 489 $ 238 Prepaid expenses and other current assets $ 4,385 $ — Other long-term assets $ 505 $ — Accrued Liabilities $ 6,906 $ — Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 (Income) expense from transition services agreement, net $ (518) $ — $ (518) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 $ 1,000 $ 1,000 2,000 2,000 In connection with the Spin-Off, we entered into certain agreements with Maxeon Solar, including a transition services agreement, supply agreement, and collaboration agreement. During the three months ended July 3, 2022 , we entered into a First Amendment to the Cross License Agreement (the “Amendment”) with Maxeon Solar to amend the Cross License Agreement that we entered into in connection with the Spin-off, pursuant to which the Company and Maxeon Solar exclusively and non-exclusively licensed certain intellectual property rights. The Amendment provides for certain adjustments to the scope of Maxeon Solar’s non-exclusive license to the Company. Further in connection with the Amendment and in anticipation of the expiration of the Collaboration Agreement with Maxeon Solar in August 2022, the Company and Maxeon Solar also entered into ancillary agreements providing for the settlement of certain payments due under the collaboration agreement as well as, transition services arrangement, and sublease of the research and development facility located in San Jose, California, the transfer of certain assets, and support to complete a collaboration project that may extend past August 2022. We recorded a net loss of $4.3 million in the three months ended July 3, 2022 in connection with the above agreements, that is presented within “research and development expenses” and “sales, general, and administrative expense” on our condensed consolidated statements of operations. The below table summarizes our transactions with Maxeon Solar for the three and six months ended July 3, 2022: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 62,602 $ 58,154 $ 135,061 $ 105,346 Research and development expenses reimbursement received $ 8,061 $ 9,373 $ 17,535 $ 18,023 Income (expense) from transition services agreement, net $ (24) $ 3,087 $ (290) $ 4,743 We had the following balances related to transactions with Maxeon Solar as of July 3, 2022: As of (In thousands) July 3, 2022 January 2, 2022 Prepaid and other current assets $ 545 $ 1,928 Accrued liabilities $ 12,132 $ 7,493 Accounts payable $ 26,249 $ 27,724 Other long-term liabilities $ 1,458 $ 1,458 Refer to Note 3. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 10. Equity Investments for related-party transactions with SunStrong and SunStrong Partners. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 03, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the three months ended July 3, 2022, our income tax provision of $3.2 million on a loss from continuing operations before income taxes of $38.5 million, was primarily due to changes in the forecasted annual effective tax rate, partially offset by a decrease in the deferred tax liability due to mark-to-market unrealized losses on equity investments. Our income tax provision of $3.6 million in the three months ended July 4, 2021 on an income from continuing operations before income taxes of $90.7 million was primarily due the deferred tax liability on mark-to-market unrealized gains on equity investments. In the six months ended July 3, 2022, our income tax benefit of $8.4 million on a loss from continuing operations before income taxes of $52.6 million , was primarily due to the reversal of deferred taxes previously accrued for California as a result of the enactment of Senate Bill 113 which restored the ability to utilize net operating losses in 2022. Our income tax benefit of $1.5 million in the six months ended July 4, 2021 on an income from continuing operations before income taxes of $37.8 million was primarily due to windfall benefits from stock-based compensation deduction and the true-up of estimated state tax liability, partially offset by deferred tax liability on mark-to-market unrealized gains on equity investments. During the three and six months ended July 3, 2022, in accordance with FASB guidance for interim reporting of income tax, we have computed our provision for income taxes based on a projected annual effective tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. The income tax differs from the amounts computed by applying the statutory income tax rate to the loss from continuing operations before income tax primarily as a result of our valuation allowance and discrete items recorded during the quarters. In the three and six months ended July 3, 2022, our income tax benefit of $0.2 million and $0.6 million o n a loss from discontinued operations before income taxes of $20.9 million and $47.2 million respectively, was primarily due to the state tax benefit of year-to-date operating losses of the C&I Solutions business. In the three and six months ended July 4, 2021, our income tax benefit of $1.2 million and $1.3 million on a loss from discontinued operations before income taxes of $13.5 million and $15.4 million was also due to the state tax benefit of year-to-date operating losses. The sale of the C&I Solutions business to TotalEnergies Renewables resulted in a taxable gain in the quarter ended July 3, 2022 . The tax impact of $1.4 million was recorded in “additional paid-in capital” within our condensed consolidated statements of equity, consistent with the accounting treatment of the gain and tax accounting guidance. Total liabilities associated with uncertain tax positions were $15.4 million and $14.7 million as of July 3, 2022 and January 2, 2022, respectively. The increase of $0.7 million was primarily due to incremental accrual of interest and penalties on existing reserves and foreign exchange rate changes for non-U.S. liabilities. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jul. 03, 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 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: Three Months Ended Six Months Ended (In thousands, except per share amounts) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Basic net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (42,496) $ 87,094 $ (44,662) $ 39,947 Net (loss) income attributable to stockholders - discontinued operations (20,616) (11,887) (46,321) (13,125) Net (loss) income attributable to stockholders $ (63,112) $ 75,207 $ (90,983) $ 26,822 Denominator: Basic weighted-average common shares 173,951 172,640 173,664 171,920 Basic net (loss) income per share - continuing operations $ (0.24) $ 0.50 $ (0.26) $ 0.23 Basic net (loss) income per share - discontinued operations (0.12) (0.07) (0.27) (0.08) Basic net (loss) income per share $ (0.36) $ 0.43 $ (0.53) $ 0.15 Diluted net (loss) income per share: Numerator: Net (loss) income available to stockholders - continuing operations $ (42,496) $ 87,094 $ (44,662) $ 39,947 Add: Interest expense on 0.875% debentures due 2021, net of tax — 67 — 168 Add: Interest expense on 4.00% debentures due 2023, net of tax — 3,126 — — Net (loss) income available to common stockholders - continuing operations (42,496) 90,287 (44,662) 40,115 Net (loss) income available to common stockholders - discontinued operations $ (20,616) $ (11,887) $ (46,321) $ (13,125) Denominator: Basic weighted-average common shares 173,951 172,640 173,664 171,920 Effect of dilutive securities: Restricted stock units — 3,084 — 3,299 0.875% debentures due 2021 — 1,571 — 1,575 4.00% debentures due 2023 — 17,068 — — Dilutive weighted-average common shares: 173,951 194,363 173,664 176,794 Dilutive net (loss) income per share - continuing operations $ (0.24) $ 0.46 $ (0.26) $ 0.23 Dilutive net (loss) income per share - discontinued operations (0.12) (0.07) (0.27) (0.08) Dilutive net (loss) income per share $ (0.36) $ 0.39 $ (0.53) $ 0.15 The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income per share attributable to stockholders in the following periods: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Restricted stock units 3,433 1,070 3,465 1,070 4.00% debentures due 2023 17,068 — 17,068 17,068 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 03, 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 condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Cost of revenues $ 1,395 $ 698 $ 2,350 $ 1,282 Research and development 270 1,441 839 1,799 Sales, general, and administrative 5,386 7,115 9,263 10,524 Total stock-based compensation expense $ 7,051 $ 9,254 $ 12,452 $ 13,605 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 03, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared by us in accordance with generally accepted accounting principles in the United States (“United States” or “U.S.,” and such accounting principles, “U.S. GAAP”) for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The January 2, 2022 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2022, as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2022, but does not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended January 2, 2022. The operating results for the three and six months ended July 3, 2022 are not necessarily indicative of the results that may be expected for fiscal year 2022, or for any other future period. |
Fiscal Periods | We have a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Both the current fiscal year, fiscal 2022, and prior fiscal year, fiscal 2021, are 52-week fiscal years. The second quarter of fiscal 2022 ended on July 3, 2022, while the second quarter of fiscal 2021 ended on July 4, 2021. |
Management Estimates | Management Estimates The preparation of the condensed 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 condensed 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 condensed consolidated financial statements include revenue recognition, specifically nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations, and variable consideration; credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; long-lived 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. |
Segment Information | Segment Information As a result of the sale of our C&I Solutions business, we now operate in a single operating segment, providing solar power systems and services to residential customers. While our chief executive officer, as the chief operating decision maker (“CODM”), reviews financial information by different functions and revenue streams, he considers the business on a consolidated basis for purposes of allocating resources and reviewing overall business performance. |
Retail installment contract receivables, net | Retail installment contract receivables, net In the fourth quarter of fiscal 2021, we launched SunPower Financial TM , with an objective to expand our relationship with our customers and to make renewable energy affordable for more homeowners and increase access to underserved populations by offering a new line of financial products featuring expanded eligibility. This includes entering into a retail installment contract, together with a sale of the solar power system, offering a long-term loan to our customers at affordable rates to finance their purchase. These retail installment contracts allow us to extend credit to the customers to pay for the solar power systems they purchased, on an installment basis, with a term of typically 20-25 years. Revenue from the sale of solar power systems underlying these retail installment contracts is recognized similar to other contracts, 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 the significant risks and rewards of ownership of the solar power system. Further, in accordance with ASC 606, Revenue from Contracts with Customers , given the long-term nature of these receivables, a significant financing component is deemed to exist. We adjust the transaction price to quantify and defer the significant financing component at contract inception, using the discount rate that would be reflective of a separate financing transaction between the entity and its customer at contract inception. The significant financing component amount is deferred and recognized as revenue over the contract term. We recognize the interest income as revenue given the contracts are entered into in connection with the sales of our solar power systems and within our ordinary business activities. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We adopted the ASU during the first quarter of fiscal 2022. The adoption did not have any impact on our consolidated financial statements and related disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jul. 03, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the gain on sale of our C&I Solutions business recorded within our condensed consolidated statements of equity for the three months ended July 3, 2022: Three Months Ended July 3, 2022 Net cash consideration $ 149,171 Less: Estimated final working capital adjustment (as of July 3, 2022) 6,265 Less: Net book value of assets sold 24,562 Gain on sale of C&I Solutions business $ 118,344 Gain on sale of C&I Solutions business - within additional paid-in capital $ 114,401 Gain on sale of C&I Solutions business - within non-controlling interest $ 3,943 The following table presents the assets and liabilities of C&I Solutions as of January 2, 2022, presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: January 2, 2022 Assets Current assets: Cash and cash equivalents $ 3,395 Restricted cash and cash equivalents, current portion 3,466 Accounts receivable, net 5,522 Contract assets 55,673 Inventories 28,561 Advances to suppliers, current portion 2,813 Project assets - plants and land, current portion 8,105 Prepaid expenses and other current assets 13,257 Total current assets of discontinued operations 120,792 Restricted cash and cash equivalents, net of current portion 2,439 Property, plant and equipment, net 1,734 Operating lease right-of-use assets 27,572 Other long-term assets 15,781 Total assets of discontinued operations $ 168,318 Liabilities Current liabilities: Accounts payable $ 38,541 Accrued liabilities 16,895 Operating lease liabilities, current portion 1,400 Contract liabilities, current portion 26,559 Short-term debt 3,101 Total current liabilities of discontinued operations 86,496 Operating lease liabilities, net of current portion 10,200 Contract liabilities, net of current portion 9,096 Other long-term liabilities 23,365 Total liabilities of discontinued operations $ 129,157 The following table presents financial results of C&I Solutions presented as discontinued operations in the condensed consolidated statement of operations in the corresponding periods: Three Months Ended Six Months Ended July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Total revenues $ 8,256 $ 48,176 $ 36,710 $ 114,438 Total cost of revenues 14,830 47,856 59,860 110,210 Gross (loss) profit (6,574) 320 (23,150) 4,228 Operating expenses 13,781 12,771 22,131 18,639 Operating (loss) income (20,355) (12,451) (45,281) (14,411) Other (expense) income, net (502) (1,054) (1,874) (948) (Loss) earnings before income taxes (20,857) (13,505) (47,155) (15,359) Benefits from (provision for) income taxes 241 1,169 584 1,267 Net (loss) income from discontinued operations, net of taxes (20,616) (12,336) (46,571) (14,092) Net loss (income) from discontinued operations attributable to noncontrolling interests — 449 250 967 Net (loss) income from discontinued operations attributable to stockholders $ (20,616) $ (11,887) $ (46,321) $ (13,125) The following table presents significant non-cash items and capital expenditures of discontinued operations: Six Months Ended July 3, 2022 July 4, 2021 Depreciation and amortization $ 85 $ 2,436 Stock-based compensation $ 21 $ 1,445 (Gain) loss on change in valuation of equity method investments $ — $ (726) (Gain) loss on sale of investments $ — $ (1,162) Loss (gain) on business divestiture $ — $ 5,066 |
Transactions With Total and T_2
Transactions With Total and Total Energies SE (Tables) | 6 Months Ended |
Jul. 03, 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) July 3, 2022 January 2, 2022 Accounts receivable $ 489 $ 238 Prepaid expenses and other current assets $ 4,385 $ — Other long-term assets $ 505 $ — Accrued Liabilities $ 6,906 $ — Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 (Income) expense from transition services agreement, net $ (518) $ — $ (518) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 $ 1,000 $ 1,000 2,000 2,000 Related-party transactions and balances with SunStrong, SunStrong Partners, and Dorado DevCo are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable $ 14,957 $ 28,900 Accrued liabilities 214 53 Contract liabilities 64,845 17,442 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Revenues and fees received from investees for products/services $ 41,059 $ 50,475 $ 86,579 $ 100,122 (Gain) loss on business divestitures, net — (224) — (224) The below table summarizes our transactions with Maxeon Solar for the three and six months ended July 3, 2022: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 62,602 $ 58,154 $ 135,061 $ 105,346 Research and development expenses reimbursement received $ 8,061 $ 9,373 $ 17,535 $ 18,023 Income (expense) from transition services agreement, net $ (24) $ 3,087 $ (290) $ 4,743 We had the following balances related to transactions with Maxeon Solar as of July 3, 2022: As of (In thousands) July 3, 2022 January 2, 2022 Prepaid and other current assets $ 545 $ 1,928 Accrued liabilities $ 12,132 $ 7,493 Accounts payable $ 26,249 $ 27,724 Other long-term liabilities $ 1,458 $ 1,458 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jul. 03, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents disaggregated revenue from contracts with customers for the three and six months ended July 3, 2022 and July 4, 2021: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Solar power systems sales $ 320,294 $ 172,837 $ 591,938 $ 339,164 Component sales 74,542 56,656 134,419 107,388 Light commercial sales 24,569 19,107 38,765 34,825 Services and other 1 (1,633) 12,151 2,927 19,510 Total revenues $ 417,772 $ 260,751 $ 768,049 $ 500,887 1 The reduction in “ services and other ” revenue for the three months ended July 3, 2022 was due to the reversal of variable consideration on two of our legacy large power plant projects that we sold in fiscal 2018 and 2019. |
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) July 3, 2022 January 2, 2022 Contract assets $ 34,051 $ 31,925 Contract liabilities 121,452 80,990 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jul. 03, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable, gross 1 $ 165,065 $ 135,912 Less: allowance for credit losses (15,659) (14,375) Less: allowance for sales returns (240) (269) Accounts receivable, net $ 149,166 $ 121,268 1 A lien exists on $106.9 million of our consolidated accounts receivable, gross, as of July 3, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources . |
Schedule of Accounts Receivable, Allowance for Credit Loss | Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Balance at beginning of period $ 15,181 $ 14,244 $ 14,375 $ 13,850 Provision for credit losses 628 244 1,928 1,464 Write-offs (150) (289) (644) (1,115) Balance at end of period $ 15,659 $ 14,199 $ 15,659 $ 14,199 |
Schedule of Inventory | As of (In thousands) July 3, 2022 January 2, 2022 Photo-voltaic modules $ 109,239 $ 130,671 Microinverters 22,958 24,040 Energy Storage Systems 52,287 26,849 Other solar power system component materials 38,040 32,872 Inventories 1 2 $ 222,524 $ 214,432 1 A lien exists on $196.1 million of our gross inventory as of July 3, 2022 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 11. Debt and Credit Sources. |
Schedule of Prepaid Expenses and Other Current Assets | As of (In thousands) July 3, 2022 January 2, 2022 Deferred project costs $ 101,162 $ 52,165 Deferred costs for solar power systems 22,146 18,834 Related-party receivables 6,465 3,684 Other 36,591 25,529 Prepaid expenses and other current assets $ 166,364 $ 100,212 |
Schedule of Property, Plant and Equipment, Net | As of (In thousands) July 3, 2022 January 2, 2022 Testing equipment and tools $ 191 $ 3,848 Leasehold improvements 15,424 28,936 Solar power systems 9,207 6,500 Computer equipment 12,040 23,112 Internal-use software 52,004 34,083 Furniture and fixtures 7,907 8,582 Transportation equipment 1,390 2,174 Vehicle finance leases 5,403 — Work-in-progress 3,984 4,076 Property, plant and equipment, gross 107,550 111,311 Less: accumulated depreciation and impairment (56,875) (77,751) Property, plant, and equipment, net 1 $ 50,675 $ 33,560 |
Schedule of Other Long-Term Assets | As of (In thousands) July 3, 2022 January 2, 2022 Equity investments with readily determinable fair value $ — $ 91,473 Equity investments without readily determinable fair value 17,392 807 Equity investments with fair value option 11,692 8,374 Cloud computing arrangements implementation costs 1 11,348 11,692 Deposits with related parties 11,399 11,000 Retail installment contract receivables, net of current portion 93,420 — Long-term deferred project costs 4,286 4,542 Long-term prepaid taxes 1,302 4,145 Other 19,043 24,961 Other long-term assets $ 169,882 $ 156,994 1 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 July 3, 2022 and January 2, 2022, $1.4 million |
Schedule of Accrued Liabilities | As of (In thousands) July 3, 2022 January 2, 2022 Employee compensation and employee benefits $ 32,442 $ 15,641 Interest payable 7,855 8,005 Short-term warranty reserves 39,941 24,158 Restructuring reserve 268 2,137 Legal expenses 8,586 9,052 Taxes payable 5,630 4,606 Payable to Related Parties 1 6,265 — Short-term finance lease liabilities 1,391 — Other 52,895 38,381 Accrued liabilities $ 155,273 $ 101,980 1 Includes the payable to Total recorded on July 3, 2022 in connection with the sale of our C&I Solutions business, based on the latest estimate of closing date working capital. |
Schedule of Other Long-Term Liabilities | As of (In thousands) July 3, 2022 January 2, 2022 Deferred revenue $ 38,102 $ 40,321 Long-term warranty reserves 38,643 56,124 Unrecognized tax benefits 15,385 14,689 Long-term pension liability 4,248 3,758 Long-term deferred tax liabilities 3,411 15,834 Long-term taxes payable 866 866 Related-party liabilities 1,458 1,458 Long-term finance lease liabilities 3,599 — Other 12,230 8,147 Other long-term liabilities $ 117,942 $ 141,197 |
Schedule of Accumulated Other Comprehensive Income | As of (In thousands) July 3, 2022 January 2, 2022 Cumulative translation adjustment $ 9,591 $ 9,620 Net gain on long-term pension liability obligation 1,548 1,548 Accumulated other comprehensive income $ 11,139 $ 11,168 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 03, 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 July 3, 2022: Developed technology $ 3,700 $ (925) $ 2,775 Brand 15,800 (2,963) 12,837 Non-compete agreements 3,400 (850) 2,550 Software development costs 1 6,286 (47) 6,239 Total $ 29,186 $ (4,785) $ 24,401 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 3,579 (21) 3,558 Total $ 26,479 $ (1,600) $ 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. |
Schedule of Future Amortization Expense | As of July 3, 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, through the end of the useful life of all intangible assets: Fiscal Year Expected Amortization Expense 2022 (remaining 6 months) $ 4,210 2023 10,467 2024 6,762 2025 2,962 Total $ 24,401 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 03, 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 measured and recorded at fair value on a recurring basis as of July 3, 2022 and January 2, 2022. We had no liabilities to measure and record at fair value on a recurring basis as of July 3, 2022 and January 2, 2022. July 3, 2022 January 2, 2022 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Equity investments with fair value option ("FVO") $ 11,692 $ 11,692 $ — $ — $ 8,374 $ 8,374 $ — $ — Equity investments with readily determinable fair value 293,580 — — 293,580 457,352 — — 457,352 Total assets $ 305,272 $ 11,692 $ — $ 293,580 $ 465,726 $ 8,374 $ — $ 457,352 |
Schedule of Equity Method Investment Movements | The following table summarizes movements in equity investments for the six months ended July 3, 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 six months ended July 3, 2022. (In thousands) Beginning balance as of January 2, 2022 Equity Distribution Additional Investment Other adjustment Ending balance as of July 3, 2022 Equity investments with FVO $ 8,374 $ — $ 3,318 $ — $ 11,692 |
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 July 3, 2022. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2022 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Equity investments $ 11,692 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 11,692 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. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jul. 03, 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 condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Cumulative To Date January 2021 Restructuring Plan: Severance and benefits $ (303) $ (63) $ (266) $ 3,608 $ 3,251 Other costs 1 — 22 1 35 43 Total January 2021 Restructuring Plan (303) (41) (265) 3,643 3,294 December 2019 Restructuring Plan: Severance and benefits (236) 847 (53) 819 5,971 Other costs 1 — — — 112 159 Total December 2019 Restructuring Plan (236) 847 (53) 931 6,130 Other restructuring 2 45 2 451 — 69,092 Total restructuring charges (credits) $ (494) $ 808 $ 133 $ 4,574 $ 78,516 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Schedule of Restructuring Reserve | The following table summarizes the restructuring reserve activities during the six months ended July 3, 2022: Six months ended (In thousands) January 2, 2022 Charges (Benefits) (Payments) Recoveries July 3, 2022 January 2021 Restructuring Plan: Severance and benefits $ 764 $ (266) $ (230) $ 268 Other costs 1 — 1 (1) — Total January 2021 Restructuring Plan 764 (265) (231) 268 December 2019 Restructuring Plan: Severance and benefits 1,373 (53) (1,320) — Other costs 1 — — — — Total December 2019 Restructuring Plan 1,373 (53) (1,320) — Other restructuring 2 — 451 (451) — Total restructuring reserve activities $ 2,137 $ 133 $ (2,002) $ 268 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. 2 Other restructuring charges during the six months ended July 3, 2022 included $0.5 million of severance costs for certain employees as a result of our announcement to exit the Light Commercial business which began in the first quarter of fiscal 2022. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease, Cost | The table below presents the summarized quantitative information with regard to facility and equipment lease contracts we have entered into: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Operating and finance lease expense $ 3,673 $ 3,346 $ 6,888 $ 6,817 Sublease income (104) (105) (191) (211) Rent expense $ 3,569 $ 3,241 $ 6,697 $ 6,606 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating and finance leases $ 912 $ 4,082 $ 4,652 $ 8,001 Financing cash flows for finance leases $ 118 $ — $ 118 $ — Right-of-use assets obtained in exchange for leases $ 649 $ — $ 1,526 $ 11,528 Weighted-average remaining lease term (in years) - operating and finance leases 3.3 3.5 3.3 3.5 Weighted-average discount rate - operating and finance leases 8.3 % 8.9 % 8.3 % 8.9 % |
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 July 3, 2022, are as follows (in thousands): As of July 3, 2022 Operating Leases 2022 (remaining six months) $ 7,523 2023 14,354 2024 10,508 2025 6,502 2026 4,464 Thereafter 2,019 Total lease payments 45,370 Less: imputed interest (6,330) Total $ 39,040 |
Schedule of Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f July 3, 2022 are as follows: (In thousands) Fiscal 2022 (remaining six months) Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total 1 Future purchase obligations $ 129,517 $ 200,974 $ 2,004 $ 929 $ 778 $ 4,529 $ 338,731 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three and six months ended July 3, 2022 and July 4, 2021: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Balance at the beginning of the period $ 78,496 $ 64,684 $ 80,282 $ 62,801 Accruals for warranties issued during the period 3,610 469 3,866 9,675 Settlements and adjustments during the period (3,522) (5,735) (5,564) (13,058) Balance at the end of the period $ 78,584 $ 59,418 $ 78,584 $ 59,418 |
Equity Investments (Tables)
Equity Investments (Tables) | 6 Months Ended |
Jul. 03, 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 condensed consolidated balance sheets, are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 293,580 $ 457,352 Total equity investments with readily determinable fair value 1 293,580 457,352 Equity investments without readily determinable fair value: OhmConnect investment 2 5,000 — Sea Bright investment 3 2,105 — Freedom Solar investment 4 9,456 — Other equity investments without readily determinable fair value 831 807 Total equity investments without readily determinable fair value 17,392 807 Equity investments with fair value option: SunStrong Capital Holdings, LLC 8,374 8,374 Dorado Development Partners, LLC 3,318 — SunStrong Partners, LLC — — Total equity investment with fair value option 11,692 8,374 Total equity investments $ 322,664 $ 466,533 1 During the six months ended July 3, 2022, we sold one million shares of Enphase common stock for cash proceeds. As of July 3, 2022, we had 1.5 million shares of Enphase common stock, all of which are within current assets as short-term investments. Refer to Note 7. Fair Value Measurements and Note 5. Balance Sheet Components for details. 2 During the six months ended July 3, 2022, we made an equity investment in OhmConnect, Inc. (“OhmConnect”) of $5.0 million cash in exchange for an equity interest of 1.8% at the time of purchase. The investment is accounted for as an equity investment without readily determinable fair value in accordance with the guidance in ASC 321, Investments - Equity Securities . 3 During the six months ended July 3, 2022, we made an equity investment in Sea Bright Solar, Inc. (“Sea Bright”) to purchase 20% of the outstanding equity of Sea Bright, and paid consideration of $2.0 million. In accordance with the guidance in ASC 323, Investments - Equity Method and Joint Ventures , this investment is accounted for as an equity method investment without readily determinable fair value as we exercise significant influence. During the three months ended July 3, 2022, we had $0.1 million of transaction costs on our investment, which we capitalized in accordance with the guidance on equity method investments. 4 During the three months ended July 3, 2022, we made an equity investment in Freedom Solar Holdings, LLC (“Freedom Solar”) of $9.4 million cash in exchange for an equity interest of 4.5% at the time of purchase. In accordance with the guidance in ASC 323, Investments - Equity Method and Joint Ventures |
Summarized Financial Information of Unconsolidated VIEs | The following table presents summarized consolidated financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Summarized statements of operations information: Revenues $ 36,004 $ 32,697 $ 72,160 $ 65,794 Gross (loss) income (6,150) 1,007 (7,124) 2,221 Net income (loss) 7,029 2,716 8,782 (43,073) As of (In thousands) July 3, 2022 January 2, 2022 Summarized balance sheet information: Current assets $ 92,674 $ 93,722 Long-term assets 1,701,629 1,626,125 Current liabilities 60,946 65,872 Long-term liabilities 1,361,502 1,295,540 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) July 3, 2022 January 2, 2022 Accounts receivable $ 489 $ 238 Prepaid expenses and other current assets $ 4,385 $ — Other long-term assets $ 505 $ — Accrued Liabilities $ 6,906 $ — Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 (Income) expense from transition services agreement, net $ (518) $ — $ (518) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 $ 1,000 $ 1,000 2,000 2,000 Related-party transactions and balances with SunStrong, SunStrong Partners, and Dorado DevCo are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable $ 14,957 $ 28,900 Accrued liabilities 214 53 Contract liabilities 64,845 17,442 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Revenues and fees received from investees for products/services $ 41,059 $ 50,475 $ 86,579 $ 100,122 (Gain) loss on business divestitures, net — (224) — (224) The below table summarizes our transactions with Maxeon Solar for the three and six months ended July 3, 2022: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 62,602 $ 58,154 $ 135,061 $ 105,346 Research and development expenses reimbursement received $ 8,061 $ 9,373 $ 17,535 $ 18,023 Income (expense) from transition services agreement, net $ (24) $ 3,087 $ (290) $ 4,743 We had the following balances related to transactions with Maxeon Solar as of July 3, 2022: As of (In thousands) July 3, 2022 January 2, 2022 Prepaid and other current assets $ 545 $ 1,928 Accrued liabilities $ 12,132 $ 7,493 Accounts payable $ 26,249 $ 27,724 Other long-term liabilities $ 1,458 $ 1,458 |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 6 Months Ended |
Jul. 03, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our condensed consolidated balance sheets: July 3, 2022 January 2, 2022 (In thousands) Face Value Short-term Long-term Total 1, 2 Face Value Short-term Long-term Total 1, 2 Recourse Debt: 4.00% convertible debentures due 2023 $ 424,991 $ 424,298 $ — $ 424,298 $ 424,991 $ — $ 423,677 $ 423,677 Asset-Backed Loan 61,687 61,649 — 61,649 60,800 60,579 — 60,579 Safe Harbor Loan 3 — — — — 48,529 47,894 — 47,894 Total recourse debt $ 486,678 $ 485,947 $ — $ 485,947 $ 534,320 $ 108,473 $ 423,677 $ 532,150 Non-Recourse Debt: Credit Suisse Warehouse Loan $ 55,656 $ — $ 53,798 $ 53,798 $ — $ — $ — $ — Vendor Financing and Other Debt 772 441 331 772 1,475 1,095 380 1,475 Total non-recourse debt 56,428 441 54,129 54,570 1,475 1,095 380 1,475 Total $ 543,106 $ 486,388 $ 54,129 $ 540,517 $ 535,795 $ 109,568 $ 424,057 $ 533,625 1 Refers to the total carrying value of the outstanding debt arrangement. 2 See table below for discussion on the fair value of the convertible debt. The carrying value of all of our non-convertible debt 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. 3 In June 2022, we repaid the remaining outstanding principal amount of our $47.6 million loan with Hannon Armstrong under the Safe Harbor facility. |
Schedule of Maturities of Debt | As of July 3, 2022, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2022 (remaining 6 months) Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Thereafter Total Aggregate future maturities of outstanding debt $ 62,097 $ 480,709 $ 65 $ 68 $ 72 $ 95 $ 543,106 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: July 3, 2022 January 2, 2022 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 4.00% debentures due 2023 $ 424,298 $ 424,991 $ 454,665 $ 423,677 $ 424,991 $ 501,489 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) | 6 Months Ended |
Jul. 03, 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) July 3, 2022 January 2, 2022 Accounts receivable $ 489 $ 238 Prepaid expenses and other current assets $ 4,385 $ — Other long-term assets $ 505 $ — Accrued Liabilities $ 6,906 $ — Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 (Income) expense from transition services agreement, net $ (518) $ — $ (518) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 $ 1,000 $ 1,000 2,000 2,000 Related-party transactions and balances with SunStrong, SunStrong Partners, and Dorado DevCo are as follows: As of (In thousands) July 3, 2022 January 2, 2022 Accounts receivable $ 14,957 $ 28,900 Accrued liabilities 214 53 Contract liabilities 64,845 17,442 Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Revenues and fees received from investees for products/services $ 41,059 $ 50,475 $ 86,579 $ 100,122 (Gain) loss on business divestitures, net — (224) — (224) The below table summarizes our transactions with Maxeon Solar for the three and six months ended July 3, 2022: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 62,602 $ 58,154 $ 135,061 $ 105,346 Research and development expenses reimbursement received $ 8,061 $ 9,373 $ 17,535 $ 18,023 Income (expense) from transition services agreement, net $ (24) $ 3,087 $ (290) $ 4,743 We had the following balances related to transactions with Maxeon Solar as of July 3, 2022: As of (In thousands) July 3, 2022 January 2, 2022 Prepaid and other current assets $ 545 $ 1,928 Accrued liabilities $ 12,132 $ 7,493 Accounts payable $ 26,249 $ 27,724 Other long-term liabilities $ 1,458 $ 1,458 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jul. 03, 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: Three Months Ended Six Months Ended (In thousands, except per share amounts) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Basic net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations $ (42,496) $ 87,094 $ (44,662) $ 39,947 Net (loss) income attributable to stockholders - discontinued operations (20,616) (11,887) (46,321) (13,125) Net (loss) income attributable to stockholders $ (63,112) $ 75,207 $ (90,983) $ 26,822 Denominator: Basic weighted-average common shares 173,951 172,640 173,664 171,920 Basic net (loss) income per share - continuing operations $ (0.24) $ 0.50 $ (0.26) $ 0.23 Basic net (loss) income per share - discontinued operations (0.12) (0.07) (0.27) (0.08) Basic net (loss) income per share $ (0.36) $ 0.43 $ (0.53) $ 0.15 Diluted net (loss) income per share: Numerator: Net (loss) income available to stockholders - continuing operations $ (42,496) $ 87,094 $ (44,662) $ 39,947 Add: Interest expense on 0.875% debentures due 2021, net of tax — 67 — 168 Add: Interest expense on 4.00% debentures due 2023, net of tax — 3,126 — — Net (loss) income available to common stockholders - continuing operations (42,496) 90,287 (44,662) 40,115 Net (loss) income available to common stockholders - discontinued operations $ (20,616) $ (11,887) $ (46,321) $ (13,125) Denominator: Basic weighted-average common shares 173,951 172,640 173,664 171,920 Effect of dilutive securities: Restricted stock units — 3,084 — 3,299 0.875% debentures due 2021 — 1,571 — 1,575 4.00% debentures due 2023 — 17,068 — — Dilutive weighted-average common shares: 173,951 194,363 173,664 176,794 Dilutive net (loss) income per share - continuing operations $ (0.24) $ 0.46 $ (0.26) $ 0.23 Dilutive net (loss) income per share - discontinued operations (0.12) (0.07) (0.27) (0.08) Dilutive net (loss) income per share $ (0.36) $ 0.39 $ (0.53) $ 0.15 |
Schedule of Outstanding Anti-dilutive Potential Common Stock Excluded from Income (Loss) Per Share | The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net income per share attributable to stockholders in the following periods: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Restricted stock units 3,433 1,070 3,465 1,070 4.00% debentures due 2023 17,068 — 17,068 17,068 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 03, 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 condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Cost of revenues $ 1,395 $ 698 $ 2,350 $ 1,282 Research and development 270 1,441 839 1,799 Sales, general, and administrative 5,386 7,115 9,263 10,524 Total stock-based compensation expense $ 7,051 $ 9,254 $ 12,452 $ 13,605 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2022 USD ($) | Jul. 03, 2022 USD ($) | Jul. 04, 2021 | Jul. 03, 2022 USD ($) segment | Jan. 02, 2022 USD ($) | Dec. 31, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 543,106,000 | $ 543,106,000 | $ 543,106,000 | $ 535,795,000 | ||
Number of operating segment | segment | 1 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Installment basis term | 20 years | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Installment basis term | 25 years | |||||
4.00% debentures due 2023 | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 424,991,000 | 424,991,000 | $ 424,991,000 | $ 424,991,000 | $ 425,000,000 | |
Interest rate | 4% | |||||
4.00% debentures due 2023 | Convertible Debt | TotalEnergies | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 100,000,000 | |||||
Discontinued Operations | C&I Solutions | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate cash consideration | 190,000,000 | 190,000,000 | $ 190,000,000 | |||
Net cash consideration | $ 149,200,000 | $ 149,171,000 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
TotalEnergies Renewables | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Ownership percentage | 50% | 50% | 50% | ||
Discontinued Operations | C&I Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Aggregate cash consideration | $ 190,000 | $ 190,000 | $ 190,000 | ||
Proceeds from divestiture of businesses | 149,200 | 149,171 | |||
Working capital adjustment | $ 6,300 | 6,265 | |||
Transaction costs incurred | $ 300 | $ 300 | |||
Discontinued Operations | C&I Solutions | Loss From Discontinued Operations Before Income Taxes | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Divestiture costs | $ 8,300 | $ 10,600 |
Discontinued Operations - Gain
Discontinued Operations - Gain on Sale (Details) - Discontinued Operations - C&I Solutions - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 03, 2022 | Jul. 03, 2022 | Jan. 02, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash consideration | $ 149,200 | $ 149,171 | |
Working capital adjustment | 6,300 | 6,265 | |
Less: Net book value of assets sold | $ 24,562 | 24,562 | $ 168,318 |
Gain on sale of C&I Solutions business | 118,344 | ||
Additional Paid-in Capital | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of C&I Solutions business | 114,401 | ||
Noncontrolling Interest | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of C&I Solutions business | $ 3,943 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 | |
Current assets: | |||
Total current assets of discontinued operations | [1] | $ 0 | $ 120,792 |
Current liabilities: | |||
Total current liabilities of discontinued operations | [1] | 0 | 86,496 |
Discontinued Operations | C&I Solutions | |||
Current assets: | |||
Cash and cash equivalents | 3,395 | ||
Restricted cash and cash equivalents, current portion | 3,466 | ||
Accounts receivable, net | 5,522 | ||
Contract assets | 55,673 | ||
Inventories | 28,561 | ||
Advances to suppliers, current portion | 2,813 | ||
Project assets - plants and land, current portion | 8,105 | ||
Prepaid expenses and other current assets | 13,257 | ||
Total current assets of discontinued operations | 120,792 | ||
Restricted cash and cash equivalents, net of current portion | 2,439 | ||
Property, plant and equipment, net | 1,734 | ||
Operating lease right-of-use assets | 27,572 | ||
Other long-term assets | 15,781 | ||
Total assets of discontinued operations | $ 24,562 | 168,318 | |
Current liabilities: | |||
Accounts payable | 38,541 | ||
Accrued liabilities | 16,895 | ||
Operating lease liabilities, current portion | 1,400 | ||
Contract liabilities, current portion | 26,559 | ||
Short-term debt | 3,101 | ||
Total current liabilities of discontinued operations | 86,496 | ||
Operating lease liabilities, net of current portion | 10,200 | ||
Contract liabilities, net of current portion | 9,096 | ||
Other long-term liabilities | 23,365 | ||
Total liabilities of discontinued operations | $ 129,157 | ||
[1]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “accounts receivable, net,” “prepaid expenses and other current assets,” “other long-term assets,” “accounts payable,” “accrued liabilities,” “convertible debt, current portion,” “contract liabilities, current portion,” “convertible debt, net of current portion,” “other long-term liabilities,” “current assets of discontinued operations,” “current liabilities of discontinued operations,” and “long-term liabilities of discontinued operations” financial statement line items on our condensed consolidated balance sheets (see Note 3, Note 9, Note 10, Note 11, and Note 12) |
Discontinued Operations - Opera
Discontinued Operations - Operations Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) earnings before income taxes | $ (13,500) | $ 15,400 | ||
Benefits from (provision for) income taxes | $ 241 | 1,169 | $ 584 | 1,267 |
Net (loss) income from discontinued operations, net of taxes | (20,616) | (11,887) | (46,321) | (13,125) |
Net loss (income) from discontinued operations attributable to noncontrolling interests | 0 | 449 | 250 | 967 |
Discontinued Operations | C&I Solutions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | 8,256 | 48,176 | 36,710 | 114,438 |
Total cost of revenues | 14,830 | 47,856 | 59,860 | 110,210 |
Gross (loss) profit | (6,574) | 320 | (23,150) | 4,228 |
Operating expenses | 13,781 | 12,771 | 22,131 | 18,639 |
Operating (loss) income | (20,355) | (12,451) | (45,281) | (14,411) |
Other (expense) income, net | (502) | (1,054) | (1,874) | (948) |
(Loss) earnings before income taxes | (20,857) | (13,505) | (47,155) | (15,359) |
Benefits from (provision for) income taxes | 241 | 1,169 | 584 | 1,267 |
Net (loss) income from discontinued operations, net of taxes | (20,616) | (12,336) | (46,571) | (14,092) |
Net loss (income) from discontinued operations attributable to noncontrolling interests | 0 | 449 | 250 | 967 |
Net (loss) income from discontinued operations attributable to stockholders | $ (20,616) | $ (11,887) | $ (46,321) | $ (13,125) |
Discontinued Operations - Non-c
Discontinued Operations - Non-cash Items and Capital Expenditures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 03, 2022 | Jul. 04, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
(Gain) loss on sale of investments | $ 0 | $ (1,162) |
Discontinued Operations | C&I Solutions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | 85 | 2,436 |
Stock-based compensation | 21 | 1,445 |
(Gain) loss on change in valuation of equity method investments | 0 | (726) |
Loss (gain) on business divestiture | $ 0 | $ 5,066 |
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 | 6 Months Ended | |
Dec. 31, 2011 | Jun. 30, 2011 | Jul. 03, 2022 | |
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 51% | ||
Tender Offer Agreement | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 60% | ||
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% | ||
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 - Clearwater Energy Group (Details) - Clearway Energy Group $ in Billions | May 25, 2022 USD ($) |
Business Acquisition [Line Items] | |
Percentage of membership interests acquired in business acquisition | 50% |
Pending consideration amount | $ 1.6 |
Shares issuable | 50% |
Ownership after sale of stock, percentage | 51% |
Transactions With Total and T_5
Transactions With Total and Total Energies SE - Affiliation Agreement (Details) | 6 Months Ended | ||
Jul. 03, 2022 | Oct. 29, 2021 member director | Apr. 19, 2021 member | |
TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 51% | ||
Standstill Agreements | TotalEnergies | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 15% | ||
Percentage of Voting Interests | 100% | ||
Limitations on transfer of outstanding shares, percentage | 0.40 | ||
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 members designated by total | 6 | ||
Number of board members not designated by total | 3 | ||
October Affiliation Agreement Amendment | |||
Related Party Transaction [Line Items] | |||
Number of board members | 11 | ||
Remaining number of members | 9 | ||
Number of members resigned, designated by total | 1 | ||
October Affiliation Agreement Amendment | Director | |||
Related Party Transaction [Line Items] | |||
Independent director | director | 1 | ||
Additional independent directors resigned | director | 1 |
Transactions With Total and T_6
Transactions With Total and Total Energies SE - 4.00% Debentures Due 2023 (Details) | 1 Months Ended | |||
Sep. 01, 2020 $ / shares shares | Dec. 31, 2015 USD ($) $ / shares | Jul. 03, 2022 USD ($) | Jan. 02, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 543,106,000 | $ 535,795,000 | ||
4.00% debentures due 2023 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 4% | |||
Debt face amount | $ 425,000,000 | $ 424,991,000 | $ 424,991,000 | |
Conversion ratio | 0.0401552 | 0.0327568 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 24.90 | $ 30.53 | ||
Shares issued upon conversion (in shares) | shares | 4,015,515 | |||
4.00% debentures due 2023 | TotalEnergies | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 100,000,000 |
Transactions With Total and T_7
Transactions With Total and Total Energies SE - Schedule of Related Party Transactions (Details) - TotalEnergies - Related-Party Transactions with Total and its Affiliates - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 489 | $ 238 |
Prepaid expenses and other current assets | 4,385 | 0 |
Other long-term assets | 505 | 0 |
Accrued Liabilities | $ 6,906 | $ 0 |
Transactions With Total and T_8
Transactions With Total and Total Energies SE - Revenue from Related Parties (Details) - 4.00% debentures due 2023 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Dec. 31, 2015 | |
Convertible Debt | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 4% | ||||
Interest expense: | TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
(Income) expense from transition services agreement, net | $ (518) | $ 0 | $ (518) | $ 0 | |
Interest expense | $ 1,000 | $ 1,000 | $ 2,000 | $ 2,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 03, 2022 USD ($) | Jul. 04, 2021 USD ($) | Jul. 03, 2022 USD ($) | Jul. 04, 2021 USD ($) | Dec. 29, 2019 project | Dec. 30, 2018 project | ||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | [1] | $ 417,772 | $ 260,751 | $ 768,049 | $ 500,887 | ||
Large power plant projects sold | project | 2 | 2 | |||||
Solar power systems sales | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 320,294 | 172,837 | 591,938 | 339,164 | |||
Component sales | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 74,542 | 56,656 | 134,419 | 107,388 | |||
Light commercial sales | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | 24,569 | 19,107 | 38,765 | 34,825 | |||
Services and other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenues | $ (1,633) | $ 12,151 | $ 2,927 | $ 19,510 | |||
[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 “total revenues,” “operating expenses: research and development,” “operating expenses: sales, general, and administrative,” “operating expenses: (income) expense transition services agreement, net,” “other income (expense), net: interest expense,” and “(loss) income from discontinued operations before income taxes” financial statement line items in our condensed consolidated statements of operations (see Note 3, Note 10, and Note 12). |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 34,051 | $ 31,925 |
Contract liabilities | $ 121,452 | $ 80,990 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Liabilities Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 40 | $ 21.2 | $ 38.1 | $ 23.2 |
Solar power systems and components | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-04 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 817.9 | $ 817.9 | ||
Modules and components | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-04 | ||||
Disaggregation of Revenue [Line Items] | ||||
Expected timing of satisfaction, period | 12 months | 12 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 40 | $ 21.2 | $ 38.1 | $ 23.2 |
Modules and components | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-04 | ||||
Disaggregation of Revenue [Line Items] | ||||
Expected timing of satisfaction, period | 12 months | 12 months |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 165,065 | $ 135,912 |
Less: allowance for credit losses | (15,659) | (14,375) |
Less: allowance for sales returns | (240) | (269) |
Accounts receivable, net | 149,166 | $ 121,268 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 106,900 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 15,181 | $ 14,244 | $ 14,375 | $ 13,850 |
Provision for credit losses | 628 | 244 | 1,928 | 1,464 |
Write-offs | (150) | (289) | (644) | (1,115) |
Balance at end of period | $ 15,659 | $ 14,199 | $ 15,659 | $ 14,199 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Debt Instrument [Line Items] | ||
Photo-voltaic modules | $ 109,239 | $ 130,671 |
Microinverters | 22,958 | 24,040 |
Energy Storage Systems | 52,287 | 26,849 |
Other solar power system component materials | 38,040 | 32,872 |
Inventories | 222,524 | $ 214,432 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Inventory, gross | $ 196,100 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred project costs | $ 101,162 | $ 52,165 | |
Deferred costs for solar power systems | 22,146 | 18,834 | |
Related-party receivables | 6,465 | 3,684 | |
Other | 36,591 | 25,529 | |
Prepaid expenses and other current assets | [1] | $ 166,364 | $ 100,212 |
[1]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “accounts receivable, net,” “prepaid expenses and other current assets,” “other long-term assets,” “accounts payable,” “accrued liabilities,” “convertible debt, current portion,” “contract liabilities, current portion,” “convertible debt, net of current portion,” “other long-term liabilities,” “current assets of discontinued operations,” “current liabilities of discontinued operations,” and “long-term liabilities of discontinued operations” financial statement line items on our condensed consolidated balance sheets (see Note 3, 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 | Jul. 03, 2022 | Jan. 02, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 107,550 | $ 111,311 |
Vehicle finance leases | 5,403 | 0 |
Less: accumulated depreciation and impairment | (56,875) | (77,751) |
Property, plant and equipment, net | 50,675 | 33,560 |
Testing equipment and tools | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 191 | 3,848 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,424 | 28,936 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,207 | 6,500 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,040 | 23,112 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 52,004 | 34,083 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,907 | 8,582 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,390 | 2,174 |
Work-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,984 | $ 4,076 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-term Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 03, 2022 | Jan. 02, 2022 | |
Balance Sheet Related Disclosures [Abstract] | ||
Equity investments with readily determinable fair value | $ 0 | $ 91,473 |
Equity investments without readily determinable fair value | 17,392 | 807 |
Equity investments with fair value option | 11,692 | 8,374 |
Cloud computing arrangements implementation costs | 11,348 | 11,692 |
Deposits with related parties | 11,399 | 11,000 |
Retail installment contract receivables, net of current portion | 93,420 | 0 |
Long-term deferred project costs | 4,286 | 4,542 |
Long-term prepaid taxes | 1,302 | 4,145 |
Other | 19,043 | 24,961 |
Other long-term assets | 169,882 | 156,994 |
Capitalized computer software, amortization | $ 1,400 | $ 100 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and employee benefits | $ 32,442 | $ 15,641 |
Interest payable | 7,855 | 8,005 |
Short-term warranty reserves | 39,941 | 24,158 |
Restructuring reserve | 268 | 2,137 |
Legal expenses | 8,586 | 9,052 |
Taxes payable | 5,630 | 4,606 |
Payable to Related Parties | 6,265 | 0 |
Short-term finance lease liabilities | 1,391 | 0 |
Other | 52,895 | 38,381 |
Accrued liabilities | $ 155,273 | $ 101,980 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 38,102 | $ 40,321 | |
Long-term warranty reserves | 38,643 | 56,124 | |
Unrecognized tax benefits | 15,385 | 14,689 | |
Long-term pension liability | 4,248 | 3,758 | |
Long-term deferred tax liabilities | 3,411 | 15,834 | |
Long-term taxes payable | 866 | 866 | |
Related-party liabilities | 1,458 | 1,458 | |
Finance Lease, Liability, Noncurrent | 3,599 | 0 | |
Other | 12,230 | 8,147 | |
Other long-term liabilities | [1] | $ 117,942 | $ 141,197 |
[1]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “accounts receivable, net,” “prepaid expenses and other current assets,” “other long-term assets,” “accounts payable,” “accrued liabilities,” “convertible debt, current portion,” “contract liabilities, current portion,” “convertible debt, net of current portion,” “other long-term liabilities,” “current assets of discontinued operations,” “current liabilities of discontinued operations,” and “long-term liabilities of discontinued operations” financial statement line items on our condensed consolidated balance sheets (see Note 3, Note 9, Note 10, Note 11, and Note 12) |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Cumulative translation adjustment | $ 9,591 | $ 9,620 |
Net gain on long-term pension liability obligation | 1,548 | 1,548 |
Accumulated other comprehensive income | $ 11,139 | $ 11,168 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29,186 | $ 26,479 |
Accumulated Amortization | (4,785) | (1,600) |
Net Book Value | 24,401 | 24,879 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,700 | 3,700 |
Accumulated Amortization | (925) | (308) |
Net Book Value | 2,775 | 3,392 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,800 | 15,800 |
Accumulated Amortization | (2,963) | (988) |
Net Book Value | 12,837 | 14,812 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,400 | 3,400 |
Accumulated Amortization | (850) | (283) |
Net Book Value | 2,550 | 3,117 |
Software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,286 | 3,579 |
Accumulated Amortization | (47) | (21) |
Net Book Value | $ 6,239 | $ 3,558 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Oct. 04, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 1,600,000 | $ 0 | $ 3,200,000 | $ 0 | |
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |
Albatross Software LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Percentage of membership interests acquired in business acquisition | 35% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Jul. 03, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining 6 months) | $ 4,210 |
2023 | 10,467 |
2024 | 6,762 |
2025 | 2,962 |
Total | $ 24,401 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 09, 2018 | Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Liabilities | $ 0 | $ 0 | $ 0 | |||
Unrealized (loss) gain on investments | (15,200,000) | $ 83,000,000 | (13,900,000) | $ 38,300,000 | ||
Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Retail installment contract receivables, net of current portion | 80,200,000 | 80,200,000 | ||||
Accounts receivable | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Retail installment contract receivables, net of current portion | $ 100,500,000 | $ 100,500,000 | ||||
Enphase Energy, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Investment shares sold (in shares) | 1,000,000 | |||||
Shares remaining (in shares) | 1,500,000 | 1,500,000 | ||||
Enphase Shares | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Shares issuable to the company at closing of agreement (in shares) | 7,500,000 | |||||
Proceeds from sale of equity investment | $ 149,800,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Assets | ||
Equity investments with fair value option ("FVO") | $ 11,692 | $ 8,374 |
Equity investments with readily determinable fair value | 293,580 | 457,352 |
Total assets | 305,272 | 465,726 |
Level 3 | ||
Assets | ||
Equity investments with fair value option ("FVO") | 11,692 | 8,374 |
Equity investments with readily determinable fair value | 0 | 0 |
Total assets | 11,692 | 8,374 |
Level 2 | ||
Assets | ||
Equity investments with fair value option ("FVO") | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 0 |
Total assets | 0 | 0 |
Level 1 | ||
Assets | ||
Equity investments with fair value option ("FVO") | 0 | 0 |
Equity investments with readily determinable fair value | 293,580 | 457,352 |
Total assets | $ 293,580 | $ 457,352 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments Activity (Details) - Equity investments with FVO $ in Thousands | 6 Months Ended |
Jul. 03, 2022 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance as of January 2, 2022 | $ 8,374 |
Equity Distribution | 0 |
Additional Investment | 3,318 |
Other adjustment | 0 |
Ending balance as of July 3, 2022 | $ 11,692 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Significant Unobservable Input Sensitivity (Details) $ in Thousands | Jul. 03, 2022 USD ($) | Jan. 02, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total assets | $ 305,272 | $ 465,726 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total assets | 11,692 | $ 8,374 |
Equity investments | Discounted cash flows | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total assets | $ 11,692 | |
Measurement Input, Default Rate | Equity investments | Valuation Technique, Residual | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.075 | |
Measurement Input, Default Rate | Equity investments | Minimum | Discounted cash flows | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.125 | |
Measurement Input, Default Rate | Equity investments | Maximum | Discounted cash flows | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.13 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021 USD ($) counterpartyMember | Jul. 03, 2022 USD ($) | Jul. 04, 2021 USD ($) | Apr. 04, 2021 USD ($) employee | Dec. 29, 2019 employee | Jul. 03, 2022 USD ($) | Jul. 04, 2021 USD ($) | Jun. 30, 2020 employee | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring (credits) charges | $ (494) | $ 808 | $ 133 | $ 4,574 | ||||
Number of independent third parties in agreement | counterpartyMember | 2 | |||||||
January 2021 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring (credits) charges | $ 1,200 | |||||||
Restructuring incurred cost | 3,300 | |||||||
December 2019 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring incurred cost | $ 6,100 | |||||||
Facility Closing | January 2021 Restructuring Plan: | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 170 | |||||||
Facility Closing | January 2021 Restructuring Plan: | Minimum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring (credits) charges | $ 7,000 | |||||||
Severance costs | 4,000 | |||||||
Real estate lease termination and other associated costs | 3,000 | |||||||
Facility Closing | January 2021 Restructuring Plan: | Maximum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring (credits) charges | 9,000 | |||||||
Severance costs | 5,000 | |||||||
Real estate lease termination and other associated costs | $ 4,000 | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 145 | |||||||
Reorganization, number of jobs affected as a percentage of global workforce | 3% | |||||||
Restructuring and related cost, exiting period | 12 months | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 65 | |||||||
Spinoff | December 2019 Restructuring Plan: | Minimum | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 80 | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 160 | |||||||
Restructuring and related cost, exiting period | 18 months | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 70 | |||||||
Spinoff | December 2019 Restructuring Plan: | Maximum | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employee | 90 |
Restructuring - Cost (Details)
Restructuring - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | $ (494) | $ 808 | $ 133 | $ 4,574 |
Cumulative To Date | 78,516 | 78,516 | ||
January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (303) | (41) | (265) | 3,643 |
Cumulative To Date | 3,294 | 3,294 | ||
December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (236) | 847 | (53) | 931 |
Cumulative To Date | 6,130 | 6,130 | ||
Severance and benefits | January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (303) | (63) | (266) | 3,608 |
Cumulative To Date | 3,251 | 3,251 | ||
Severance and benefits | December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | (236) | 847 | (53) | 819 |
Cumulative To Date | 5,971 | 5,971 | ||
Other costs | January 2021 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 0 | 22 | 1 | 35 |
Cumulative To Date | 43 | 43 | ||
Other costs | December 2019 Restructuring Plan: | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 0 | 0 | 0 | 112 |
Cumulative To Date | 159 | 159 | ||
Other restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges (credits) | 45 | $ 2 | 451 | $ 0 |
Cumulative To Date | 69,092 | 69,092 | ||
Severance costs | $ 0 | $ 500 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | $ 2,137 | |||
Charges (Benefits) | $ (494) | $ 808 | 133 | $ 4,574 |
(Payments) Recoveries | (2,002) | |||
Restructuring reserve, end | 268 | 268 | ||
January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 764 | |||
Charges (Benefits) | (303) | (41) | (265) | 3,643 |
(Payments) Recoveries | (231) | |||
Restructuring reserve, end | 268 | 268 | ||
December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 1,373 | |||
Charges (Benefits) | (236) | 847 | (53) | 931 |
(Payments) Recoveries | (1,320) | |||
Restructuring reserve, end | 0 | 0 | ||
Severance and benefits | January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 764 | |||
Charges (Benefits) | (303) | (63) | (266) | 3,608 |
(Payments) Recoveries | (230) | |||
Restructuring reserve, end | 268 | 268 | ||
Severance and benefits | December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 1,373 | |||
Charges (Benefits) | (236) | 847 | (53) | 819 |
(Payments) Recoveries | (1,320) | |||
Restructuring reserve, end | 0 | 0 | ||
Other costs | January 2021 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 0 | 22 | 1 | 35 |
(Payments) Recoveries | (1) | |||
Restructuring reserve, end | 0 | 0 | ||
Other costs | December 2019 Restructuring Plan: | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 0 | 0 | 0 | 112 |
(Payments) Recoveries | 0 | |||
Restructuring reserve, end | 0 | 0 | ||
Other restructuring | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 45 | $ 2 | 451 | $ 0 |
(Payments) Recoveries | (451) | |||
Restructuring reserve, end | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating and finance lease expense | $ 3,673 | $ 3,346 | $ 6,888 | $ 6,817 |
Sublease income | (104) | (105) | (191) | (211) |
Rent expense | 3,569 | 3,241 | 6,697 | 6,606 |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows for operating and finance leases | 912 | 4,082 | 4,652 | 8,001 |
Financing cash flows for finance leases | 118 | 0 | 118 | 0 |
Right-of-use assets obtained in exchange for leases | $ 649 | $ 0 | $ 1,526 | $ 11,528 |
Weighted-average remaining lease term (in years) - operating and finance leases | 3 years 3 months 18 days | 3 years 6 months | 3 years 3 months 18 days | 3 years 6 months |
Weighted-average discount rate - operating and finance leases | 8.30% | 8.90% | 8.30% | 8.90% |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Jul. 03, 2022 USD ($) |
Operating Leases | |
2022 (remaining six months) | $ 7,523 |
2023 | 14,354 |
2024 | 10,508 |
2025 | 6,502 |
2026 | 4,464 |
Thereafter | 2,019 |
Total lease payments | 45,370 |
Less: imputed interest | (6,330) |
Total | $ 39,040 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitment (Details) $ in Thousands | Jul. 03, 2022 USD ($) |
Future purchase obligations | |
Fiscal 2022 (remaining six months) | $ 129,517 |
Fiscal 2023 | 200,974 |
Fiscal 2024 | 2,004 |
Fiscal 2025 | 929 |
Fiscal 2026 | 778 |
Thereafter | 4,529 |
Total | $ 338,731 |
Commitments and Contingencies_4
Commitments and Contingencies - Purchase Commitment - Narrative (Details) | Aug. 26, 2020 vendor |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments, number of vendors | 1 |
Commitments and Contingencies_5
Commitments and Contingencies - Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Balance at the beginning of the period | $ 78,496 | $ 64,684 | $ 80,282 | $ 62,801 |
Accruals for warranties issued during the period | 3,610 | 469 | 3,866 | 9,675 |
Settlements and adjustments during the period | (3,522) | (5,735) | (5,564) | (13,058) |
Balance at the end of the period | $ 78,584 | $ 59,418 | $ 78,584 | $ 59,418 |
Commitments and Contingencies_6
Commitments and Contingencies - Product Warranties - Narrative (Details) $ in Millions | 12 Months Ended |
Jan. 02, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Product warranty expense | $ 26.5 |
Commitments and Contingencies_7
Commitments and Contingencies - Indemnifications - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jul. 03, 2022 | Jan. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 15.4 | $ 14.7 |
Income tax contingencies | 9.7 | $ 9.6 |
Contractual obligation, to be paid, remainder of fiscal 2022 | 36.6 | |
Contract liabilities gross of prepayment | 12.9 | |
Estimated litigation liability | 6.3 | |
Litigation settlement | $ 2 |
Equity Investments - Equity Met
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 03, 2022 | Jul. 03, 2022 | Jan. 02, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with readily determinable fair value | $ 293,580 | $ 293,580 | $ 457,352 |
Equity investments without readily determinable fair value: | 17,392 | 17,392 | 807 |
Equity investments with fair value option | 11,692 | 11,692 | 8,374 |
Total equity investments | 322,664 | 322,664 | 466,533 |
Enphase Energy, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with readily determinable fair value | $ 293,580 | $ 293,580 | 457,352 |
Investment shares sold (in shares) | 1,000,000 | ||
Shares remaining (in shares) | 1,500,000 | 1,500,000 | |
OhmConnect investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments without readily determinable fair value: | $ 5,000 | $ 5,000 | 0 |
Total equity investments | $ 5,000 | $ 5,000 | |
Ownership percentage | 1.80% | 1.80% | |
Sea Bright investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments without readily determinable fair value: | $ 2,105 | $ 2,105 | 0 |
Total equity investments | $ 2,000 | $ 2,000 | |
Ownership percentage | 20% | 20% | |
Transaction cost | $ 100 | ||
Freedom Solar | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments without readily determinable fair value: | 9,456 | $ 9,456 | 0 |
Total equity investments | $ 9,400 | $ 9,400 | |
Ownership percentage | 4.50% | 4.50% | |
Other equity investments without readily determinable fair value | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments without readily determinable fair value: | $ 831 | $ 831 | 807 |
SunStrong Capital Holdings, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 8,374 | 8,374 | 8,374 |
Dorado Development Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 3,318 | 3,318 | 0 |
SunStrong Partners, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | 0 | 0 | 0 |
Total equity investment with fair value option | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investments with fair value option | $ 11,692 | $ 11,692 | $ 8,374 |
Equity Investments - Unconsolid
Equity Investments - Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 03, 2022 | Mar. 31, 2022 | Jan. 02, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 322,664 | $ 322,664 | $ 466,533 | |
Equity in losses of unconsolidated investees | $ 3,200 | $ 3,300 | ||
Dorado DevCo | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 50% | |||
Dorado DevCo | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 7,900 |
Equity Investments - Summarized
Equity Investments - Summarized Financial Information of Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | |
Schedule of Investments [Line Items] | |||||
Gross (loss) income | $ 81,499 | $ 60,711 | $ 153,808 | $ 106,677 | |
Net income (loss) | (63,112) | 75,207 | (90,983) | 26,822 | |
Current assets | 1,071,587 | 1,071,587 | $ 1,073,466 | ||
Current liabilities | 903,091 | 903,091 | 509,596 | ||
SunStrong Capital Holdings, LLC | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Investments [Line Items] | |||||
Revenues | 36,004 | 32,697 | 72,160 | 65,794 | |
Gross (loss) income | (6,150) | 1,007 | (7,124) | 2,221 | |
Net income (loss) | 7,029 | $ 2,716 | 8,782 | $ (43,073) | |
Current assets | 92,674 | 92,674 | 93,722 | ||
Long-term assets | 1,701,629 | 1,701,629 | 1,626,125 | ||
Current liabilities | 60,946 | 60,946 | 65,872 | ||
Long-term liabilities | $ 1,361,502 | $ 1,361,502 | $ 1,295,540 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - SunStrong and SunStrong Partners - Transactions with Investees - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Accounts receivable | $ 14,957 | $ 14,957 | $ 28,900 | ||
Accrued liabilities | 214 | 214 | 53 | ||
Contract liabilities | 64,845 | 64,845 | $ 17,442 | ||
Revenues and fees received from investees for products/services | 41,059 | $ 50,475 | 86,579 | $ 100,122 | |
(Gain) loss on business divestitures, net | $ 0 | $ (224) | $ 0 | $ (224) |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 1,536,472 | $ 1,536,472 | $ 1,554,806 | ||
Variable Interest Entity, Primary Beneficiary | Solar Sail | |||||
Variable Interest Entity [Line Items] | |||||
Revenues | 3,900 | $ 4,200 | 8,200 | $ 7,800 | |
Assets | $ 44,100 | $ 44,100 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) | Jul. 03, 2022 | Apr. 03, 2022 | Jan. 02, 2022 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Face Value | $ 543,106,000 | $ 535,795,000 | ||
Short-term | 486,388,000 | 109,568,000 | ||
Long-term | 54,129,000 | 424,057,000 | ||
Total | 540,517,000 | 533,625,000 | ||
Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 486,678,000 | 534,320,000 | ||
Short-term | 485,947,000 | 108,473,000 | ||
Long-term | 0 | 423,677,000 | ||
Total | 485,947,000 | 532,150,000 | ||
Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 56,428,000 | 1,475,000 | ||
Short-term | 441,000 | 1,095,000 | ||
Long-term | 54,129,000 | 380,000 | ||
Total | 54,570,000 | 1,475,000 | ||
Asset-Backed Loan | Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 61,687,000 | 60,800,000 | ||
Short-term | 61,649,000 | 60,579,000 | ||
Long-term | 0 | 0 | ||
Total | 61,649,000 | 60,579,000 | ||
Safe Harbor Loan | Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 0 | $ 47,600,000 | 48,529,000 | |
Short-term | 0 | 47,894,000 | ||
Long-term | 0 | 0 | ||
Total | 0 | 47,894,000 | ||
Credit Suisse Warehouse Loan | Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 55,656,000 | 0 | ||
Short-term | 0 | 0 | ||
Long-term | 53,798,000 | 0 | ||
Total | 53,798,000 | 0 | ||
Vendor Financing and Other Debt | Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 772,000 | 1,475,000 | ||
Short-term | 441,000 | 1,095,000 | ||
Long-term | 331,000 | 380,000 | ||
Total | 772,000 | 1,475,000 | ||
Convertible Debt | 4.00% debentures due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4% | |||
Face Value | 424,991,000 | 424,991,000 | $ 425,000,000 | |
Convertible Debt | 4.00% debentures due 2023 | Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 424,991,000 | 424,991,000 | ||
Short-term | 424,298,000 | 0 | ||
Long-term | 0 | 423,677,000 | ||
Total | $ 424,298,000 | $ 423,677,000 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) - USD ($) $ in Thousands | Jul. 03, 2022 | Jan. 02, 2022 |
Aggregate future maturities of outstanding debt | ||
Fiscal 2022 (remaining 6 months) | $ 62,097 | |
Fiscal 2023 | 480,709 | |
Fiscal 2024 | 65 | |
Fiscal 2025 | 68 | |
Fiscal 2026 | 72 | |
Thereafter | 95 | |
Total | $ 543,106 | $ 535,795 |
Debt and Credit Sources - Sch_3
Debt and Credit Sources - Schedule of Convertible Debt (Details) - USD ($) | Jul. 03, 2022 | Jan. 02, 2022 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Face Value | $ 543,106,000 | $ 535,795,000 | |
Convertible Debt | 4.00% debentures due 2023 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Carrying Value | 424,298,000 | 423,677,000 | |
Face Value | 424,991,000 | 424,991,000 | $ 425,000,000 |
Fair Value | $ 454,665,000 | $ 501,489,000 |
Debt and Credit Sources - Deuts
Debt and Credit Sources - Deutsche Bank Trust (Details) - Letter of Credit - September 2011 Letter of Credit - Deutsche Bank - USD ($) | Jul. 03, 2022 | Jan. 02, 2022 | Sep. 30, 2011 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 200,000,000 | ||
Letters of credit outstanding, amount | $ 0 | $ 2,200,000 |
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 ($) | Jul. 03, 2022 | Jan. 02, 2022 | Oct. 31, 2021 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 25,000,000 | ||
Cash collateral for borrowed securities | 50% | ||
Letters of credit outstanding, amount | $ 22,000,000 | $ 19,300,000 |
Debt and Credit Sources - Term
Debt and Credit Sources - Term Loan Facility with Credit Suisse AG (Details) - Term Loan Facility with Credit Suisse AG - Line of Credit - USD ($) | Jul. 03, 2022 | Jun. 30, 2022 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Long-term line of credit | $ 55,700,000 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended |
Jul. 03, 2022 USD ($) | |
Maxeon Solar | Lease Agreement | |
Related Party Transaction [Line Items] | |
Loss on contract termination | $ 4.3 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | ||
Related Party Transaction [Line Items] | ||||||
Prepaid and other current assets | $ 6,465 | $ 6,465 | $ 3,684 | |||
Other long-term liabilities | [1] | 117,942 | 117,942 | 141,197 | ||
Maxeon Solar | Corporate Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases of photo-voltaic modules (recorded in cost of revenues) | 62,602 | $ 58,154 | 135,061 | $ 105,346 | ||
Research and development expenses reimbursement received | 8,061 | 9,373 | 17,535 | 18,023 | ||
Income (expense) from transition services agreement, net | (24) | $ 3,087 | (290) | $ 4,743 | ||
Prepaid and other current assets | 545 | 545 | 1,928 | |||
Accrued Liabilities | 12,132 | 12,132 | 7,493 | |||
Accounts payable | 26,249 | 26,249 | 27,724 | |||
Other long-term liabilities | $ 1,458 | $ 1,458 | $ 1,458 | |||
[1]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“Maxeon Solar”), and unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the “accounts receivable, net,” “prepaid expenses and other current assets,” “other long-term assets,” “accounts payable,” “accrued liabilities,” “convertible debt, current portion,” “contract liabilities, current portion,” “convertible debt, net of current portion,” “other long-term liabilities,” “current assets of discontinued operations,” “current liabilities of discontinued operations,” and “long-term liabilities of discontinued operations” financial statement line items on our condensed consolidated balance sheets (see Note 3, Note 9, Note 10, Note 11, and Note 12) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Tax expense (benefit) | $ 3,226 | $ 3,594 | $ (8,417) | $ (1,532) | |
Income (loss) from continuing operations before income taxes | (38,485) | 90,699 | (52,633) | 37,831 | |
Income tax benefit from discontinued operation | 241 | 1,169 | 584 | 1,267 | |
Loss from discontinued operations before income taxes | $ 13,500 | $ (15,400) | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Unrecognized tax benefits | 15,400 | 15,400 | $ 14,700 | ||
Valuation allowance, deferred tax asset, increase | $ (700) | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | C&I Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Tax effect from sale of business | $ (1,400) |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of Basic and Diluted Net Income (Loss) per share Attributable (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | Dec. 31, 2015 | Jun. 30, 2014 | |
Numerator: | ||||||
Net (loss) income attributable to stockholders - continuing operations | $ (42,496) | $ 87,094 | $ (44,662) | $ 39,947 | ||
Net (loss) income attributable to stockholders - discontinued operations | (20,616) | (11,887) | (46,321) | (13,125) | ||
Net (loss) income attributable to stockholders | $ (63,112) | $ 75,207 | $ (90,983) | $ 26,822 | ||
Denominator: | ||||||
Basic weighted-average common shares (in shares) | 173,951 | 172,640 | 173,664 | 171,920 | ||
Basic net (loss) income per share - continuing operations (in dollars per share) | $ (0.24) | $ 0.50 | $ (0.26) | $ 0.23 | ||
Basic net loss per share - discontinued operations (in dollars per share) | (0.12) | (0.07) | (0.27) | (0.08) | ||
Net (loss) income per share – basic (in dollars per share) | $ (0.36) | $ 0.43 | $ (0.53) | $ 0.15 | ||
Numerator: | ||||||
Net (loss) income attributable to stockholders - continuing operations | $ (42,496) | $ 87,094 | $ (44,662) | $ 39,947 | ||
Net (loss) income available to common stockholders - continuing operations | (42,496) | 90,287 | (44,662) | 40,115 | ||
Net (loss) income attributable to stockholders - discontinued operations | $ (20,616) | $ (11,887) | $ (46,321) | $ (13,125) | ||
Denominator: | ||||||
Basic weighted-average common shares (in shares) | 173,951 | 172,640 | 173,664 | 171,920 | ||
Effect of dilutive securities: | ||||||
Dilutive weighted-average common shares (in shares) | 173,951 | 194,363 | 173,664 | 176,794 | ||
Dilutive net (loss) income per share - continuing operations (in dollars per share) | $ (0.24) | $ 0.46 | $ (0.26) | $ 0.23 | ||
Dilutive net loss per share - discontinued operations (in dollars per share) | (0.12) | (0.07) | (0.27) | (0.08) | ||
Net (loss) income per share – diluted (in dollars per share) | $ (0.36) | $ 0.39 | $ (0.53) | $ 0.15 | ||
Restricted stock units | ||||||
Effect of dilutive securities: | ||||||
Restricted stock units (in shares) | 0 | 3,084 | 0 | 3,299 | ||
0.875% debentures due 2021 | ||||||
Effect of dilutive securities: | ||||||
Interest expense of effect of dilutive securities (in shares) | 0 | 1,571 | 0 | 1,575 | ||
4.00% debentures due 2023 | ||||||
Numerator: | ||||||
Interest rate | 4% | 4% | ||||
Effect of dilutive securities: | ||||||
Interest expense of effect of dilutive securities (in shares) | 0 | 17,068 | 0 | 0 | ||
0.875% debentures due 2021 | ||||||
Numerator: | ||||||
Interest on convertible debt | $ 0 | $ 67 | $ 0 | $ 168 | ||
4.00% debentures due 2023 | ||||||
Numerator: | ||||||
Interest on convertible debt | $ 0 | $ 3,126 | $ 0 | $ 0 | ||
Convertible Debt | 0.875% debentures due 2021 | ||||||
Numerator: | ||||||
Interest rate | 0.875% | |||||
Convertible Debt | 4.00% debentures due 2023 | ||||||
Numerator: | ||||||
Interest rate | 4% |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,433 | 1,070 | 3,465 | 1,070 |
4.00% debentures due 2023 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest rate | 4% | 4% | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 17,068 | 0 | 17,068 | 17,068 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2022 | Jul. 04, 2021 | Jul. 03, 2022 | Jul. 04, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 7,051 | $ 9,254 | $ 12,452 | $ 13,605 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,395 | 698 | 2,350 | 1,282 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 270 | 1,441 | 839 | 1,799 |
Sales, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 5,386 | $ 7,115 | $ 9,263 | $ 10,524 |