Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 02, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 02, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34166 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3008969 | |
Entity Address, Address Line One | 1414 Harbour Way South | |
Entity Address, Address Line Two | Suite 1901 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94804 | |
City Area Code | 408 | |
Local Phone Number | 240-5500 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | SPWR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 174,962,512 | |
Amendment Flag | false | |
Entity Registrant Name | SUNPOWER CORP | |
Entity Central Index Key | 0000867773 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | |
Current assets: | |||
Cash and cash equivalents | $ 116,478 | $ 377,026 | |
Restricted cash and cash equivalents, current portion | [1] | 9,634 | 9,855 |
Short-term investments | 0 | 132,480 | |
Accounts receivable, net | [2] | 194,231 | 174,577 |
Contract assets | 58,610 | 50,692 | |
Inventories | 381,847 | 316,815 | |
Advances to suppliers, current portion | 12,508 | 9,309 | |
Prepaid expenses and other current assets | [2] | 212,970 | 197,760 |
Total current assets | 986,278 | 1,268,514 | |
Restricted cash and cash equivalents, net of current portion | [1] | 15,158 | 15,151 |
Property, plant and equipment, net | 82,117 | 74,522 | |
Operating lease right-of-use assets | 36,302 | 36,926 | |
Solar power systems leased, net | 40,768 | 41,779 | |
Goodwill | 126,338 | 126,338 | |
Other intangible assets, net | 22,435 | 24,192 | |
Other long-term assets | [2] | 183,015 | 192,585 |
Total assets | 1,492,411 | 1,780,007 | |
Current liabilities: | |||
Accounts payable | [2] | 225,143 | 242,229 |
Accrued liabilities | [2] | 164,210 | 145,229 |
Operating lease liabilities, current portion | 11,589 | 11,356 | |
Contract liabilities, current portion | [2] | 161,289 | 144,209 |
Short-term debt | 121,473 | 82,404 | |
Convertible debt, current portion | [2] | 0 | 424,919 |
Total current liabilities | 683,704 | 1,050,346 | |
Long-term | 155,969 | 308 | |
Operating lease liabilities, net of current portion | 28,362 | 29,347 | |
Contract liabilities, net of current portion | 11,305 | 11,555 | |
Other long-term liabilities | [2] | 109,782 | 112,797 |
Total liabilities | 989,122 | 1,204,353 | |
Commitments and contingencies (Note 7) | |||
Equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of April 2, 2023 and January 1, 2023 | 0 | 0 | |
Common stock, $0.001 par value, 367,500 shares authorized; 189,246 shares issued and 174,902 shares outstanding as of April 2, 2023; 188,287 shares issued and 174,269 shares outstanding as of January 1, 2023 | 175 | 174 | |
Additional paid-in capital | 2,839,233 | 2,855,930 | |
Accumulated deficit | (2,116,859) | (2,066,175) | |
Accumulated other comprehensive income | 11,573 | 11,568 | |
Treasury stock, at cost: 14,345 shares of common stock as of April 2, 2023; 14,018 shares of common stock as of January 1, 2023 | (231,717) | (226,646) | |
Total stockholders' equity | 502,405 | 574,851 | |
Noncontrolling interests in subsidiaries | 884 | 803 | |
Total equity | 503,289 | 575,654 | |
Total liabilities and equity | $ 1,492,411 | $ 1,780,007 | |
[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,” and “other long-term liabilities,” financial statement line items on our condensed consolidated balance sheets (see Note 2, Note 7, Note 8, and Note 10) |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
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 | 10,000 |
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 | 367,500 |
Common stock shares issued (in shares) | 189,246 | 188,287 |
Common stock shares outstanding (in shares) | 174,902 | 174,269 |
Common stock shares held as treasury stock (in shares) | 14,345 | 14,018 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | ||
Income Statement [Abstract] | |||
Total revenues | [1] | $ 440,878 | $ 350,277 |
Total cost of revenues | 376,767 | 277,968 | |
Gross profit | 64,111 | 72,309 | |
Operating expenses: | |||
Research and development | [1] | 7,247 | 5,010 |
Sales, general, and administrative | [1] | 90,881 | 76,996 |
Restructuring charges (credits) | 0 | 627 | |
(Income) expense from transition services agreement, net | [1] | (224) | 266 |
Total operating expenses | 97,904 | 82,899 | |
Operating (loss) income | (33,793) | (10,590) | |
Other (expense) income, net: | |||
Interest income | 831 | 42 | |
Interest expense | [1] | (5,678) | (5,044) |
Other, net | (10,983) | 1,444 | |
Other (expense) income, net | (15,830) | (3,558) | |
(Loss) income from continuing operations before income taxes and equity in earnings (losses) of unconsolidated investees | (49,623) | (14,148) | |
(Provision for) benefits from income taxes | (1,227) | 11,643 | |
Equity in earnings (losses) of unconsolidated investees | 247 | 0 | |
Net (loss) income from continuing operations | (50,603) | (2,505) | |
(Loss) income from discontinued operations before income taxes and equity in (losses) earnings of unconsolidated investees | [1] | 0 | (26,298) |
Benefits from (provision for) income taxes from discontinued operations | 0 | 343 | |
Net (loss) income from discontinued operations | 0 | (25,955) | |
Net (loss) income | (50,603) | (28,460) | |
Net (income) loss from continuing operations attributable to noncontrolling interests | (81) | 339 | |
Net loss (income) from discontinued operations attributable to noncontrolling interests | 0 | 250 | |
Net (income) loss attributable to noncontrolling interests | (81) | 589 | |
Net (loss) income from continuing operations attributable to stockholders | (50,684) | (2,166) | |
Net (loss) income from discontinued operations attributable to stockholders | 0 | (25,705) | |
Net (loss) income attributable to stockholders | $ (50,684) | $ (27,871) | |
Net (loss) income per share attributable to stockholders - basic and diluted: | |||
Continuing operations - basic (in dollars per share) | $ (0.29) | $ (0.01) | |
Continuing operations - diluted (in dollars per share) | (0.29) | (0.01) | |
Discontinued operations - basic (in dollars per share) | 0 | (0.15) | |
Discontinued operations - diluted (in dollars per share) | 0 | (0.15) | |
Net income (loss) per share – basic (in dollars per share) | (0.29) | (0.16) | |
Net income (loss) per share – diluted (in dollars per share) | $ (0.29) | $ (0.16) | |
Weighted-average shares: | |||
Basic (in shares) | 174,528 | 173,376 | |
Diluted (in shares) | 174,528 | 173,376 | |
[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,” “total cost of revenues,” “operating expenses: research and development,” “operating expenses: sales, general, and administrative,” “operating expenses: (income) expense from 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 2, Note 8, and Note 10). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (50,603) | $ (28,460) |
Components of other comprehensive income (loss): | ||
Translation adjustment | 5 | 2 |
Total other comprehensive income (loss) | 5 | 2 |
Total comprehensive (loss) income | (50,598) | (28,458) |
Comprehensive (income) loss attributable to noncontrolling interests | (81) | 589 |
Comprehensive (loss) income attributable to stockholders | $ (50,679) | $ (27,869) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ 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. 02, 2022 | 173,051 | |||||||
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 (loss) income | (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 | |||||||
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) | |||||||
Purchases of treasury stock | (7,333) | (7,333) | (7,333) | |||||
Stockholders' equity, end of period (in shares) at Apr. 03, 2022 | 173,845 | |||||||
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. 01, 2023 | 174,269 | 174,269 | ||||||
Stockholders' equity, beginning of period at Jan. 01, 2023 | $ 575,654 | 574,851 | $ 174 | 2,855,930 | (226,646) | 11,568 | (2,066,175) | 803 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (50,603) | (50,684) | (50,684) | 81 | ||||
Other comprehensive income | 5 | 5 | 5 | |||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 959 | |||||||
Issuance of restricted stock to employees, net of cancellations | 1 | 1 | $ 1 | |||||
Stock-based compensation expense | 6,877 | 6,877 | 6,877 | |||||
Purchases of treasury stock (in shares) | (327) | |||||||
Purchases of treasury stock | (5,071) | (5,071) | (5,071) | |||||
Net working capital settlement related to the sale of our C&I Solutions business, net of taxes of $0.3 million | $ (23,574) | (23,574) | (23,574) | |||||
Stockholders' equity, end of period (in shares) at Apr. 02, 2023 | 174,902 | 174,901 | ||||||
Stockholders' equity, end of period at Apr. 02, 2023 | $ 503,289 | $ 502,405 | $ 175 | $ 2,839,233 | $ (231,717) | $ 11,573 | $ (2,116,859) | $ 884 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | ||
Cash flows from operating activities: | |||
Net (loss) income | $ (50,603) | $ (28,460) | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation, Depletion and Amortization | 9,989 | 4,170 | |
Amortization of cloud computing arrangements | 1,673 | 495 | |
Stock-based compensation | 6,877 | 5,427 | |
Non-cash interest expense | 617 | 726 | |
Equity in (earnings) losses of unconsolidated investees | (247) | 0 | |
Loss (gain) on equity investments | 10,805 | (1,315) | |
Unrealized loss (gain) on derivatives | 3,334 | 0 | |
Dividend from equity method investees | 371 | 0 | |
Deferred income taxes | (815) | (13,750) | |
Other, net | 91 | 845 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (19,745) | (12,354) | |
Contract assets | (7,918) | (6,519) | |
Inventories | (65,032) | (35,081) | |
Project assets | 0 | 2,892 | |
Prepaid expenses and other assets | (12,199) | (86,502) | |
Operating lease right-of-use assets | 2,710 | 2,415 | |
Advances to suppliers | (3,198) | (2,222) | |
Accounts payable and other accrued liabilities | (26,557) | 41,444 | |
Contract liabilities | 16,830 | 22,066 | |
Operating lease liabilities | (2,063) | (3,027) | |
Net cash (used in) provided by operating activities | (135,080) | (108,750) | |
Cash flows from investing activities: | |||
Purchases of property, plant, and equipment | (11,943) | (8,636) | |
Investment in software development costs | (891) | (1,521) | |
Cash paid for equity investments under the Dealer Accelerator Program and other | 0 | (7,000) | |
Proceeds from sale of equity investment | 121,675 | 149,830 | |
Cash paid for investments in unconsolidated investees | (1,454) | (154) | |
Dividend from equity method investee | 149 | 0 | |
Net cash provided by (used in) investing activities | 107,536 | 132,519 | |
Cash flows from financing activities: | |||
Proceeds from bank loans and other debt | 245,764 | 21,458 | |
Repayment of bank loans and other debt | (48,146) | (23,944) | |
Repayment of convertible debt | (424,991) | 0 | |
Payments for financing leases | (775) | 0 | |
Purchases of stock for tax withholding obligations on vested restricted stock | (5,070) | (7,332) | |
Net cash (used in) provided by financing activities | (233,218) | (9,818) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (260,762) | 13,951 | |
Cash, cash equivalents, and restricted cash, beginning of period | 402,032 | 148,613 | |
Cash, cash equivalents, and restricted cash, end of period | 141,270 | 162,564 | |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets, including discontinued operations: | |||
Cash and cash equivalents | 116,478 | 142,250 | |
Restricted cash and cash equivalents, current portion | 9,634 | [1] | 681 |
Restricted cash and cash equivalents, net of current portion | 15,158 | [1] | 12,857 |
Cash, cash equivalents, and restricted cash from discontinued operations | 0 | 6,776 | |
Total cash, cash equivalents, and restricted cash | 141,270 | 162,564 | |
Supplemental disclosure of cash flow information: | |||
Property, plant and equipment acquisitions funded by liabilities (including financing leases) | 3,505 | 922 | |
Right-of-use assets obtained in exchange for lease obligations | 2,086 | 877 | |
Net working capital settlement related to C&I Solutions sale | 23,880 | 0 | |
Cash paid for interest | 11,969 | 9,874 | |
Cash paid for income taxes | $ 184 | $ 250 | |
[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 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity - Parenthetical $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Income tax expense from discontinued operations | $ 0 |
C&I Solutions | |
Income tax expense from discontinued operations | $ 300 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2023 | |
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 in North America. Through a multi-channel strategy of distributed dealer network, SunPower direct sales channel, and new home builder partnerships, we provide customers control over electricity consumption, resiliency during power outages, and cost savings, while also reducing carbon emissions and contributing to a more sustainable grid. SunPower was a majority-owned subsidiary of TotalEnergies Solar INTL SAS (“Total,” formerly Total Solar International SAS) and TotalEnergies Gaz & Electricité Holdings France SAS (“Total Gaz,” formerly Total Gaz Electricité Holdings France SAS), each a subsidiary of TotalEnergies SE (“TotalEnergies SE,” formerly Total SE). On September 12, 2022, Total and Total Gaz sold to GIP III Sol Acquisition, LLC (“GIP Sol”) 50% less one unit of the equity interests in a newly formed Delaware limited liability company, Sol Holding, LLC (“HoldCo”), which is now the record holder of all of the shares of SunPower common stock (see Note 2. Transactions with Total and TotalEnergies SE ). Liquidity We currently anticipate 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. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements. 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 1, 2023 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 1, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023, 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 1, 2023. The operating results for the three months ended April 2, 2023 are not necessarily indicative of the results that may be expected for fiscal year 2023, 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 2023, and prior fiscal year, fiscal 2022, are 52-week fiscal years. The first quarter of fiscal 2023 ended on April 2, 2023, while the first quarter of fiscal 2022 ended on April 3, 2022. 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 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; actuarial estimates related to our self-insured health benefits; 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 We 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 1, 2023. Refer to our Annual Report on Form 10-K for the fiscal year ended January 1, 2023 for the full list of our significant accounting policies. There have been no material changes to our significant accounting policies disclosed in the Form 10-K. |
Transactions With Total and Tot
Transactions With Total and Total Energies SE | 3 Months Ended |
Apr. 02, 2023 | |
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. On May 24, 2022, Total and Total Gaz (collectively, “Sellers”) agreed to sell 50% less one unit of the equity interests in HoldCo, which upon closing of such transaction would be the record holder of all of the shares of our common stock held by Sellers, to GIP Sol (and such transaction, the “Transaction”). On September 12, 2022, Sellers closed the Transaction. In connection with the completion of the Transaction, TotalEnergies Renewables, GIP Sol, and HoldCo entered into a Letter Agreement, dated September 12, 2022, concerning certain governance rights with respect to HoldCo and the shares of our common stock held directly by HoldCo. Specifically, TotalEnergies Renewables and GIP Sol agreed to, among other things, take all actions necessary to cause HoldCo to designate and elect to our board of directors (the “Board”) such individuals as HoldCo is entitled to appoint pursuant to the Affiliation Agreement; provided, however, that for so long as HoldCo is entitled to appoint at least five directors to our Board, GIP Sol shall have the right to appoint two of such five directors. The Letter Agreement also contained certain provisions on voting and on the transfer of HoldCo interests and common stock of the Company. As of April 2, 2023, ownership of our outstanding common stock by TotalEnergies SE and its affiliates, and GIP Sol, was 50.3%. Sale of C&I Solutions Business On May 31, 2022, pursuant to the terms of the Definitive Agreement we signed with TotalEnergies Renewables on February 6, 2022, 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 the third quarter of fiscal 2022, we recorded a payable of $7.0 million to Total, based on our review of the closing date working capital and our submission of the Closing Statement. On October 25, 2022, we received a notice of disagreement from TotalEnergies Renewables with respect to the Closing Statement. As set forth in the Definitive Agreement, we appointed an independent accountant to adjudicate the amount owed under the Closing Statement. On April 12, 2023, the independent accountant issued its final and binding determination with respect to the disputed items and an additional $23.9 million was deemed in favor of TotalEnergies Renewables. We have recorded a payable of $30.9 million in our condensed consolidated balance sheets as of April 2, 2023, and such amount was paid on April 19, 2023. 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. 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 would 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 was 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 would 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. In accordance with the Letter Agreement entered into by TotalEnergies Renewables, GIP Sol, and HoldCo on September 12, 2022, GIP had the right to appoint two designees to our Board. On September 23, 2022, two Total designees resigned from the Board, and on September 26, 2022, the Board appointed two GIP designees. 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. On January 17, 2023, we repaid the outstanding principal amount of $425.0 million of our 4.00% debentures due 2023, $100.0 million of which was held by TotalEnergies, as well as the remaining interest on the 4.00% debentures due 2023 of $8.5 million which was payable upon maturity. 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) April 2, 2023 January 1, 2023 Accounts receivable $ 489 $ 489 Prepaid expenses and other current assets 2,756 2,898 Other long-term assets 505 1,284 Accrued liabilities 31,055 8,033 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Other income: (Income) expense from transition services agreement, net $ (249) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 171 1,000 Included within discontinued operations: Total revenues — 2,487 Total cost of revenues — 4,768 The below table summarizes our transactions with Maxeon Solar for the three months ended April 2, 2023: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 70,458 $ 72,459 Research and development expenses reimbursement received 464 9,474 Income (expense) from transition services agreement, net (25) (266) Sublease income (recorded in sales, general, and administrative expense) 468 — We had the following balances related to transactions with Maxeon Solar as of April 2, 2023: As of (In thousands) April 2, 2023 January 1, 2023 Prepaid and other current assets $ 445 $ 607 Accrued liabilities 8,004 11,239 Accounts payable 42,431 38,486 Other long-term liabilities 1,458 1,458 Refer to Note 2. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 8. Equity Investments for related-party transactions with SunStrong, SunStrong Partners, Dorado DevCo, and our dealer accelerator equity investees. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Apr. 02, 2023 | |
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 months ended April 2, 2023 and April 3, 2022: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Solar power systems sales $ 346,549 $ 271,644 Component sales 86,531 59,877 Light commercial sales 552 14,196 Services and other 7,246 4,560 Total revenues $ 440,878 $ 350,277 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 represent accounts receivable unbilled for transactions where revenue has been recognized in advance of billing the customer. Revenue may be recognized in advance of billing the customer, resulting in an amount recorded to “contract assets” or “accounts receivable, net” depending on the expected timing of payment for such unbilled accounts receivable. Once we have an unconditional right to consideration, we typically bill our customer and reclassify the “contract assets” to “accounts receivable, net.” 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. Total contract assets and contract liabilities balances as of the respective dates are as follows: As of (In thousands) April 2, 2023 January 1, 2023 Contract assets $ 58,919 $ 51,001 Contract liabilities $ 172,594 $ 155,764 During the three months ended April 2, 2023, we recognized revenue of $72.8 million that was included in contract liabilities as of January 1, 2023. During the three months ended April 3, 2022, we recognized revenue of $34.3 million that was included in contract liabilities as of January 2, 2022. As of April 2, 2023, we have entered into contracts with customers for sales of solar systems and components for an aggregate transaction price of $806.1 million, the substantial majority of which we expect to recognize over the next 12 months. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Apr. 02, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable, gross $ 208,136 $ 189,636 Less: allowance for credit losses (13,596) (14,750) Less: allowance for sales returns (309) (309) Accounts receivable, net $ 194,231 $ 174,577 Allowance for Credit Losses Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Balance at beginning of period $ 14,750 $ 14,375 Provision for credit losses 442 1,300 Write-offs (1,596) (494) Balance at end of period $ 13,596 $ 15,181 Inventories As of (In thousands) April 2, 2023 January 1, 2023 Photo-voltaic modules $ 206,083 $ 156,292 Microinverters 65,388 46,088 Energy Storage Systems 59,996 63,327 Other solar power system component materials 50,380 51,108 Inventories 1 $ 381,847 $ 316,815 1 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) April 2, 2023 January 1, 2023 Deferred project costs $ 121,220 $ 126,896 Deferred costs for solar power systems 53,708 34,124 Related-party receivables 5,018 3,959 Derivative assets 1,384 — Other 31,640 32,781 Prepaid expenses and other current assets $ 212,970 $ 197,760 Property, Plant and Equipment, Net As of (In thousands) April 2, 2023 January 1, 2023 Testing equipment and tools $ 1,507 $ 1,157 Leasehold improvements 14,342 14,342 Solar power systems 10,701 10,271 Computer equipment 15,410 14,411 Internal-use software 75,784 70,621 Furniture and fixtures 8,092 8,088 Transportation equipment 4,451 3,941 Vehicle finance leases 14,744 12,316 Work-in-progress 10,769 5,958 Property, plant and equipment, gross 155,800 141,105 Less: accumulated depreciation and impairment (73,683) (66,583) Property, plant, and equipment, net 1 $ 82,117 $ 74,522 1 Property, plant, and equipment is predominantly located in the U.S. Other Long-term Assets As of (In thousands) April 2, 2023 January 1, 2023 Equity investments without readily determinable fair value $ 31,456 $ 31,751 Equity investments with fair value option (“FVO” ) 19,800 18,346 Cloud computing arrangements implementation costs, net of current portion 1 7,306 9,179 Deposits with related parties 6,550 7,329 Retail installment contract receivables, net of current portion 2, 3 94,254 98,001 Long-term deferred project costs 3,018 3,110 Derivative assets — 2,293 Debt issuance costs — 3,556 Other 20,631 19,020 Other long-term assets $ 183,015 $ 192,585 1 As of April 2, 2023 and January 1, 2023, we recorded $1.7 million and $5.1 million, respectively, of amortization expense related to the amortization of our capitalized CCA costs. 2 Our long-term retail installment contract receivables are presented net of the significant financing component of $22.2 million and $22.5 million, and allowance for credit losses of $0.5 million and $0.4 million as of April 2, 2023 and January 1, 2023, respectively. 3 We are exposed to credit risk from certain customers and their potential payment delinquencies on our retail installment contracts. As of April 2, 2023, the average Fair Isaac Corporation (“FICO”) score of our customers under a retail installment contract agreement remained at or above 750 which is generally categorized as a “Very Good” credit profile by the Fair Isaac Corporation. As of April 2, 2023, our portfolio has not experienced any customer defaults. Accrued Liabilities As of (In thousands) April 2, 2023 January 1, 2023 Employee compensation and employee benefits $ 30,467 $ 36,452 Interest payable 351 8,549 Short-term warranty reserves 51,509 43,174 Legal expenses 3,498 2,830 Taxes payable 7,630 8,167 Payable to related parties 1 38,888 18,244 Short-term finance lease liabilities 3,422 2,949 Derivative liabilities 2,425 — Other 26,020 24,864 Accrued liabilities $ 164,210 $ 145,229 1 Includes $30.9 million payable to Total recorded as of April 2, 2023, in connection with the sale of our C&I Solutions business based on the closing date working capital as determined on April 12, 2023 by an independent accountant as set forth in the Definitive Agreement. Refer to Note 2. Transactions With Total and TotalEnergies SE for more details. Other Long-term Liabilities As of (In thousands) April 2, 2023 January 1, 2023 Deferred revenue $ 34,749 $ 35,864 Long-term warranty reserves 32,823 35,706 Unrecognized tax benefits 12,699 12,295 Related-party liabilities 1,458 1,458 Long-term finance lease liabilities 9,050 7,878 Other 19,003 19,596 Other long-term liabilities $ 109,782 $ 112,797 Accumulated Other Comprehensive Income As of (In thousands) April 2, 2023 January 1, 2023 Cumulative translation adjustment $ 9,581 $ 9,576 Net gain on long-term pension liability obligation 1,992 1,992 Accumulated other comprehensive income $ 11,573 $ 11,568 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Apr. 02, 2023 | |
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. We test goodwill impairment at least annually during the last day of the third fiscal quarter, or when events or changes in circumstances indicate that goodwill might be impaired. The evaluation of impairment involves comparing the current fair value of our reporting unit to the book value (including goodwill). We have the option to perform a qualitative assessment of goodwill prior to completing a quantitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. After assessing the totality of events and circumstances, we concluded that as of October 2, 2022, the date our last qualitative test was performed, it was more likely than not that the fair value of our reporting unit with goodwill was greater than the book value and, therefore, that there is no goodwill impairment. 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 April 2, 2023: Developed technology $ 3,700 $ (1,850) $ 1,850 Brand 15,800 (5,925) 9,875 Non-compete agreements 3,400 (1,700) 1,700 Software development costs 10,082 (1,072) 9,010 Total $ 32,982 $ (10,547) $ 22,435 As of January 1, 2023: Developed technology $ 3,700 $ (1,542) $ 2,158 Brand 15,800 (4,937) 10,863 Non-compete agreements 3,400 (1,417) 1,983 Software development costs 9,250 (62) 9,188 Total $ 32,150 $ (7,958) $ 24,192 Aggregate amortization expense for intangible assets was $2.6 million for the three months ended April 2, 2023, and $1.6 million for the three months ended April 3, 2022, respectively. No impairment loss was recorded for intangible assets for the three months ended April 2, 2023 and April 3, 2022. As of April 2, 2023, the estimated future amortization expense related to intangible assets with finite useful lives for each of the next three fiscal years was as follows, through the end of the useful life of all intangible assets: Expected Amortization Expense Fiscal Year (In thousands) 2023 (remaining nine months) $ 9,544 2024 9,618 2025 3,273 Total $ 22,435 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement (observable inputs are the preferred basis of valuation): • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. • Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable. Assets and Liabilities Measured at Fair Value on a Recurring Basis We measure certain assets and liabilities at fair value on a recurring basis. There were no transfers between fair value measurement levels during any presented period. The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of April 2, 2023 and January 1, 2023. April 2, 2023 January 1, 2023 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Cash and cash equivalents: Money market funds $ 40,000 $ — $ — $ 40,000 $ 297,474 $ — $ — $ 297,474 Prepaid expenses and other current assets: Interest rate swaps 1,384 — 1,384 — — — — — Other long-term assets: Equity investments with FVO 19,800 19,800 — — 18,346 18,346 — — Equity investments with readily determinable fair value — — — — 132,480 — — 132,480 Interest rate swaps — — — — 2,293 — 2,293 — Total assets $ 61,184 $ 19,800 $ 1,384 $ 40,000 $ 450,593 $ 18,346 $ 2,293 $ 429,954 Liabilities Accrued liabilities: Interest rate swaps $ 2,425 $ — $ 2,425 $ — $ — $ — $ — $ — Total liabilities $ 2,425 $ — $ 2,425 $ — $ — $ — $ — $ — Money market funds During fiscal 2022, we entered into investments in money market funds with Bank of America. As of April 2, 2023, we recorded an amount of $40.0 million within “cash and cash equivalents” in our consolidated balance sheets for our investments held in the money market funds. The money market funds are classified within Level 1 in the fair value hierarchy as we value the funds using observable inputs that reflect quoted prices for securities with identical characteristics. Equity investments with fair value option (“FVO”) We have elected the FVO in accordance with the guidance in ASC 825, Financial Instruments , for our investment in the SunStrong Capital Holdings, LLC (“SunStrong”), Dorado Development Partners, LLC (“Dorado DevCo”), and SunStrong Partners, LLC (“SunStrong Partners”) joint ventures, to mitigate volatility in reported earnings that results from the use of different measurement attributes (see Note 8. 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 an annual basis, during the third fiscal quarter, 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 three months ended April 2, 2023. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the three months ended April 2, 2023. (In thousands) Beginning balance as of January 1, 2023 Equity Distribution Additional Investment Other adjustment Ending balance as of April 2, 2023 Equity investments with FVO $ 18,346 $ — $ 1,454 $ — $ 19,800 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 April 2, 2023. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2023 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments with FVO $ 19,800 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 19,800 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. On January 5, 2023, we sold our remaining 0.5 million shares of Enphase common stock in open market transactions for cash proceeds of $121.7 million, with a loss of $10.8 million, which was recorded within “other, net” in our condensed consolidated statement of operations for the three months ended April 2, 2023. During the three months ended April 3, 2022, we sold one million shares of Enphase common stock in open market transactions for net cash proceeds of $149.8 million, and recorded a gain of $1.3 million. Interest Rate Swaps Credit Suisse Interest Rate Swap In connection with the entry into our loan and security purchase agreement with Credit Suisse AG, New York Branch, and other financial institutions to finance our retail installment contract receivables on June 30, 2022, we also entered into interest rate swaps under the agreement, which convert the floating rate loan to a fixed rate. The interest rate swaps were entered into to mitigate the risks associated with interest rate volatility. The swaps terminate in March of 2024, unless we terminate early with the maturity of the loan, subject to any early termination costs. The interest rate swaps qualify as derivatives in accordance with the guidance in ASC 815, Derivatives and Hedging . The fair value of the interest rate swaps is determined using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. As of April 2, 2023, we recorded derivative assets of $1.4 million, within “ prepaid expenses and other current assets interest expense Bank of America Interest Rate Swap In the first quarter of fiscal 2023, we entered into interest rate swaps in our SunPower Financial TM business with Bank of America, which converts the fixed rate loans entered into by SunPower Financial's customers to floating rates. The interest rate swaps were entered into to mitigate the interest rate volatility risks associated with the timing lag between when the customer enters into these fixed rate loans and when the loan is funded and sold to a third-party investor. The swaps terminate in September and November of 2023. The interest rate swaps qualify as derivatives in accordance with the guidance in ASC 815, Derivatives and Hedging . The fair value of the interest rate swaps is determined using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. As of April 2, 2023, we recorded derivative liabilities of $2.4 million, within “ accrued liabilities total revenues Retail installment contract receivables, net The aggregate carrying value of our long-term retail installment contracts as of April 2, 2023 was $106.0 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 April 2, 2023 was $80.4 million. The fair value was determined using a third-party investor determined formula that starts with initial investor pricing by product, adjusted to account for the fair value impact relating to any changes in market spreads based on Level 2 inputs for the relevant benchmark interest rate and credit spread, as reported by Bloomberg. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Facility and Equipment Leases The tables below present the summarized quantitative information with regard to facility and equipment lease contracts we have entered into: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Operating lease expense $ 3,621 $ 3,215 Finance lease expense: Amortization expense 775 — Interest expense on lease liabilities 189 — Sublease income (746) (87) Total $ 3,839 $ 3,128 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,974 $ 3,740 Operating cash flows for finance leases $ 189 $ — Financing cash flows for finance leases $ 775 $ — Right-of-use assets and property, plant, and equipment obtained in exchange for leases: Operating leases $ 2,086 $ 877 Finance leases $ 2,435 $ — As of April 2, 2023 January 1, 2023 Weighted-average remaining lease term (in years): Operating leases 3.6 3.7 Finance leases 3.4 3.4 Weighted-average discount rate: Operating leases 7.9 % 8.0 % Finance leases 7.0 % 7.0 % The future minimum lease payments to be paid under non-cancellable leases in effect as of April 2, 2023, are as follows (in thousands): Operating Leases Finance Leases As of April 2, 2023 (In thousands) 2023 (remaining nine months) $ 11,038 $ 3,121 2024 12,654 4,027 2025 8,940 3,851 2026 7,468 2,404 2027 4,679 546 Thereafter 1,855 39 Total lease payments 46,634 13,988 Less: imputed interest (6,683) (1,516) Total $ 39,951 $ 12,472 Purchase Commitments Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f April 2, 2023 are as follows: (In thousands) Fiscal 2023 (remaining nine months) Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Future purchase obligations $ 267,184 $ 184,926 $ 159,929 $ 778 $ 784 $ 3,745 $ 617,346 The future purchase obligations presented above primarily consist of commitments to purchase photovoltaic modules pursuant to the supply agreements with Maxeon Solar entered into on February 14, 2022 and December 31, 2022, as well as commitments to purchase Module-Level Power Electronics (“MLPEs”) supplied by one vendor. On April 5, 2023, we entered into a new Master Supply Agreement with Waaree Energies Ltd. for the purchase of various photo-voltaic modules and components to be used in our residential systems. The Master Supply Agreement will remain in effect until December 31, 2024. We review the terms of all our long-term supply agreements annually and 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 months ended April 2, 2023 and April 3, 2022: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Balance at the beginning of the period $ 78,880 $ 80,282 Accruals for warranties issued during the period 10,328 256 Settlements and adjustments during the period (4,875) (2,042) Balance at the end of the period $ 84,333 $ 78,496 Pursuant to the Definitive Agreement entered into by us and TotalEnergies Renewables in connection with the sale of our C&I Solutions business, we agreed to indemnify TotalEnergies Renewables for certain projects that were sold as part of our business prior to the sale. During the three months ended April 2, 2023, we recorded an additional $6.8 million of warranty expenses related to our indemnifications with TotalEnergies Renewables. Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $12.7 million and $12.3 million as of April 2, 2023 and January 1, 2023, 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 April 2, 2023 and January 1, 2023, our provision was $5.4 million, primarily for tax-related indemnifications. SunPower is party to various supply agreements with Hemlock Semiconductor Operations, LLC (f/k/a Hemlock Semiconductor Corporation) and its affiliate, Hemlock Semiconductor, LLC, (collectively, the “Hemlock Agreements”), for the procurement of polysilicon. In connection with the Spin-Off of Maxeon Solar, 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 of January 1, 2023, Maxeon Solar's commitment under the Hemlock Agreement was finalized. As of April 2, 2023, there are no further payment obligations remaining under the Hemlock Agreements or 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 $3.5 million as of April 2, 2023. In addition, as of April 2, 2023, we have retained a total of $27.9 million of warranty reserves related to our indemnification with TotalEnergies Renewables in connection with the sale of our C&I Solutions business. Legal Matters We are 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 | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ — $ 132,480 Total equity investments with readily determinable fair value — 132,480 Equity investments without readily determinable fair value: OhmConnect investment 5,000 5,000 Equity method investments under the Dealer Accelerator Program 26,176 26,471 Other equity investments without readily determinable fair value 280 280 Total equity investments without readily determinable fair value 31,456 31,751 Equity investments with FVO: SunStrong Capital Holdings, LLC 9,871 9,871 Dorado Development Partners, LLC 9,626 8,173 SunStrong Partners, LLC 302 302 Total equity investment with FVO 19,799 18,346 Total equity investments $ 51,255 $ 182,577 Equity investments without readily determinable fair value In February 2022, we made an equity investment in OhmConnect, Inc. (“OhmConnect”). We accounted for the investment as an equity investment without readily determinable fair value in accordance with the guidance in ASC 321, Investments - Equity Securities . In fiscal 2022, we launched our Dealer Accelerator Program to help speed the adoption of renewable energy across the U.S. by making minority investments in solar dealers to advance their growth in coordination with the rapid growth of their direct business. As part of the program, dealers receive preferred access to SunPower solar, EV charging equipment, battery storage, and financial products offerings. In addition, we provide the dealers with enhanced lead generation and business strategy support. During fiscal 2022, we entered into four equity investments as part of the Dealer Accelerator Program. The equity investments made were in Sea Bright Solar, Inc. of $2.0 million for an equity interest of 20.0%, Freedom Solar Holdings, LLC, of $9.4 million for an equity interest of 4.5%, EmPower CES, LLC of $6.0 million for an equity interest of 20.0% and Renova Energy Corp. of $8.5 million for an equity interest of 10.6%. All of these equity investments were accounted for as equity method investments without readily determinable fair value in accordance with the guidance in ASC 323, Investments - Equity Method and Joint Ventures , given the material intra-entity transactions that exist under our exclusive supplier agreements as a result of our investments. We recognize our earnings from our equity method investments in the fiscal quarter after the corresponding earnings are recognized by the investee, and recorded earnings from equity method investments of $0.2 million during the three months ended April 2, 2023, as compared to no earnings or losses from equity method investments during the three months ended April 3, 2022. In addition, during the three months ended April 2, 2023, we received a dividend from one of our investees in the amount of $0.5 million. 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 1, 2023 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 . 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, and we do not consolidate. During the three months ended April 2, 2023, we made a $1.5 million capital contribution in the equity method investee. 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 6. 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 (In thousands) April 2, 2023 April 3, 2022 Summarized statements of operations information: Revenues $ 38,973 $ 36,156 Net (loss) income (1,810) (974) Net income (loss) attributable to parents 2,537 1,753 As of (In thousands) April 2, 2023 January 1, 2023 Summarized balance sheet information: Current assets $ 91,007 $ 88,561 Long-term assets 1,793,244 1,823,437 Current liabilities 66,032 94,414 Long-term liabilities 1,361,904 1,378,462 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, Dorado DevCo, and our dealer accelerator equity investees are as follows: As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable $ 30,922 $ 33,864 Prepaid expenses and other current assets 4,239 3,959 Other long-term assets 6,549 6,549 Accounts payable 299 165 Accrued liabilities 178 97 Contract liabilities 93,792 63,504 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Revenues and fees received from investees for products/services $ 85,291 $ 45,520 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 $4.2 million and $4.3 million for the three months ended April 2, 2023 and April 3, 2022, 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 April 2, 2023, we had $24.4 million of assets from the consolidated VIEs. |
Debt and Credit Sources
Debt and Credit Sources | 3 Months Ended |
Apr. 02, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our condensed consolidated balance sheets: April 2, 2023 January 1, 2023 (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 3 $ — $ — $ — $ — $ 424,991 $ 424,919 $ — $ 424,919 Total recourse debt $ — $ — $ — $ — $ 424,991 $ 424,919 $ — $ 424,919 Non-Recourse Debt: Credit Suisse Warehouse Loan $ 69,298 $ 68,429 $ — $ 68,429 $ 71,577 $ 70,443 $ — $ 70,443 Revolver and Term Loan Facility 193,750 33,920 155,674 189,594 — — — — Other Debt 19,419 19,124 295 19,419 12,269 11,961 308 12,269 Total non-recourse debt 282,467 121,473 155,969 277,442 83,846 82,404 308 82,712 Total $ 282,467 $ 121,473 $ 155,969 $ 277,442 $ 508,837 $ 507,323 $ 308 $ 507,631 1 Refers to the total carrying value of the outstanding debt arrangement. 2 The carrying value of all of our 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 On January 17, 2023, we repaid the remaining outstanding principal amount of $425.0 million of our 4.00% debentures due 2023. As of April 2, 2023, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2023 (remaining nine months) Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Aggregate future maturities of outstanding debt $ 92,154 $ 5,068 $ 5,071 $ 5,075 $ 175,079 $ 20 $ 282,467 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 issued under the 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 April 2, 2023, letters of credit issued and outstanding under the Bank of the West facility totaled $24.3 million, which were collateralized with $12.5 million of 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 special purpose borrowing entity will not be available to other creditors of any of our other SunPower entities. As of April 2, 2023, we had $69.3 million borrowings outstanding under the term loan facility, of which $8.2 million is being held in a Liquidity Reserve Account, in accordance with the loan and security purchase agreement, and is collateralized with restricted cash on the condensed consolidated balance sheets as of April 2, 2023. All borrowings outstanding under the term loan facility have a weighted average interest rate of between 5.4% to 6.4%. Revolver and Term Loan Facility with Bank of America and Bank of the West On September 12, 2022, we entered into a Credit Agreement with BofA Securities, Inc. and Bank of the West, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and an L/C Issuer. The Credit Agreement consists of a revolving credit facility (the “Revolver”) and a term loan facility (“Term Loan Facility” and, together with the Revolver, the “Facilities”), each facility providing for an aggregate principal amount of $100 million. The Credit Agreement was amended on January 26, 2023, and provided for, among other things, an increase of the Revolver commitments by $100.0 million (the “Increased Revolving Commitments”), including CitiBank, N.A. and JP Morgan Chase Bank, N.A. as the 2023 Incremental Revolving Lenders’. The Increased Revolving Commitments are governed by the same terms and conditions applicable to the Revolver commitments under the Credit Agreement prior to the effectiveness of the Amendment. The Revolver and Term Loan Facility both mature on September 12, 2027. The interest rate for borrowings under the Facilities is based on, at the Company's option, either (1) the highest of (a) the Federal Funds Rate plus 0.50%, and (b) Bank of America's “prime rate” and (c) SOFR plus a margin, or (2) SOFR plus a margin. A commitment fee of between 0.25% and 0.35%, depending on our Total Net Leverage Ratio, is payable quarterly on the undrawn portion of the Revolver. The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting the ability of the Company and certain of our subsidiaries, subject to negotiated exceptions, to: incur additional indebtedness; create liens or guarantee obligations; enter into sale-leaseback transactions; merge, liquidate or dispose of assets; make acquisitions or other investments; enter into hedging agreements; pay dividends and make other distributions and engage in transactions with affiliates. Under the Credit Agreement, the Company's Restricted Subsidiaries may not invest cash or property in, or loan to, our Unrestricted Subsidiaries amounts exceeding the limitations set forth in the Credit Agreement. As of April 2, 2023, we had borrowings of $98.8 million and $95.0 million under the Term Loan Facility and Revolver, respectively. The interest rate for the borrowings is SOFR plus a margin. In addition, as of April 2, 2023, we had no issued but undrawn letters of credit outstanding under the Facilities. The letters of credit have a maximum aggregate amount that can be issued of $50.0 million, which is included within the total principal amount of the Revolver facility. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Apr. 02, 2023 | |
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. On May 24, 2022, Total and Total Gaz (collectively, “Sellers”) agreed to sell 50% less one unit of the equity interests in HoldCo, which upon closing of such transaction would be the record holder of all of the shares of our common stock held by Sellers, to GIP Sol (and such transaction, the “Transaction”). On September 12, 2022, Sellers closed the Transaction. In connection with the completion of the Transaction, TotalEnergies Renewables, GIP Sol, and HoldCo entered into a Letter Agreement, dated September 12, 2022, concerning certain governance rights with respect to HoldCo and the shares of our common stock held directly by HoldCo. Specifically, TotalEnergies Renewables and GIP Sol agreed to, among other things, take all actions necessary to cause HoldCo to designate and elect to our board of directors (the “Board”) such individuals as HoldCo is entitled to appoint pursuant to the Affiliation Agreement; provided, however, that for so long as HoldCo is entitled to appoint at least five directors to our Board, GIP Sol shall have the right to appoint two of such five directors. The Letter Agreement also contained certain provisions on voting and on the transfer of HoldCo interests and common stock of the Company. As of April 2, 2023, ownership of our outstanding common stock by TotalEnergies SE and its affiliates, and GIP Sol, was 50.3%. Sale of C&I Solutions Business On May 31, 2022, pursuant to the terms of the Definitive Agreement we signed with TotalEnergies Renewables on February 6, 2022, 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 the third quarter of fiscal 2022, we recorded a payable of $7.0 million to Total, based on our review of the closing date working capital and our submission of the Closing Statement. On October 25, 2022, we received a notice of disagreement from TotalEnergies Renewables with respect to the Closing Statement. As set forth in the Definitive Agreement, we appointed an independent accountant to adjudicate the amount owed under the Closing Statement. On April 12, 2023, the independent accountant issued its final and binding determination with respect to the disputed items and an additional $23.9 million was deemed in favor of TotalEnergies Renewables. We have recorded a payable of $30.9 million in our condensed consolidated balance sheets as of April 2, 2023, and such amount was paid on April 19, 2023. 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. 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 would 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 was 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 would 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. In accordance with the Letter Agreement entered into by TotalEnergies Renewables, GIP Sol, and HoldCo on September 12, 2022, GIP had the right to appoint two designees to our Board. On September 23, 2022, two Total designees resigned from the Board, and on September 26, 2022, the Board appointed two GIP designees. 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. On January 17, 2023, we repaid the outstanding principal amount of $425.0 million of our 4.00% debentures due 2023, $100.0 million of which was held by TotalEnergies, as well as the remaining interest on the 4.00% debentures due 2023 of $8.5 million which was payable upon maturity. 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) April 2, 2023 January 1, 2023 Accounts receivable $ 489 $ 489 Prepaid expenses and other current assets 2,756 2,898 Other long-term assets 505 1,284 Accrued liabilities 31,055 8,033 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Other income: (Income) expense from transition services agreement, net $ (249) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 171 1,000 Included within discontinued operations: Total revenues — 2,487 Total cost of revenues — 4,768 The below table summarizes our transactions with Maxeon Solar for the three months ended April 2, 2023: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 70,458 $ 72,459 Research and development expenses reimbursement received 464 9,474 Income (expense) from transition services agreement, net (25) (266) Sublease income (recorded in sales, general, and administrative expense) 468 — We had the following balances related to transactions with Maxeon Solar as of April 2, 2023: As of (In thousands) April 2, 2023 January 1, 2023 Prepaid and other current assets $ 445 $ 607 Accrued liabilities 8,004 11,239 Accounts payable 42,431 38,486 Other long-term liabilities 1,458 1,458 Refer to Note 2. Transactions with Total and TotalEnergies SE. for related-party transactions with Total and its affiliates and to Note 8. Equity Investments for related-party transactions with SunStrong, SunStrong Partners, Dorado DevCo, and our dealer accelerator equity investees. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the three months ended April 2, 2023, our income tax provision of $1.2 million o n a loss from co ntinuing operations before income taxes and equity in earnings of unconsolidated investees of $49.6 million, was primarily due to discrete items including taxes on realized gains from sale of equity investments and accrual of interest and penalties on prior year uncertain tax positions. Our income tax benefit of $11.6 million in the three months ended April 3, 2022 on a loss from continuing operations before income taxes of $14.1 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. During the three months ended April 2, 2023, in accordance with FASB guidance for interim reporting of income tax, our annual effective tax rate was computed based on year to date results. 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 quarter. Total liabilities associated with u ncertain tax positions were $12.7 million and $12.3 million as of April 2, 2023 and January 1, 2023, respectively. The increase of $0.4 million was primarily due to foreign exchange rate change for non-U.S. liabilities, the accrual of additional state liabilities, and interest and penalties on existing reserves. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law by President Joe Biden. The IRA includes, among other provisions, a 15% minimum tax based on “adjusted financial statement income” exceeding $1.0 billion and a 1% excise tax on net repurchases of stock after December 31, 2022. We do not anticipate that these provisions of the IRA will have an impact on our business. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NET (LOSS) INCOME PER SHARE We calculate basic net (loss) income 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. The guidance in ASC 260, Earnings Per Share, 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 (loss) income per share attributable to stockholders: Three Months Ended (In thousands, except per share amounts) April 2, 2023 April 3, 2022 Basic and diluted net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations 1 $ (50,684) $ (2,166) Net (loss) income attributable to stockholders - discontinued operations — (25,705) Net (loss) income attributable to stockholders $ (50,684) $ (27,871) Denominator: Basic weighted-average common shares 174,528 173,376 Basic and dilutive net (loss) income per share - continuing operations $ (0.29) $ (0.01) Basic and dilutive net (loss) income per share - discontinued operations — (0.15) Basic and dilutive net (loss) income per share $ (0.29) $ (0.16) 1 There was no add back of interest expense for the convertible debentures or effect of dilutive securities for the three months ended April 2, 2023 and April 3, 2022. . 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 (In thousands) April 2, 2023 April 3, 2022 Restricted stock units 2,808 3,035 4.00% debentures due 2023 3,001 17,068 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Apr. 02, 2023 | |
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 (In thousands) April 2, 2023 April 3, 2022 Cost of revenues $ 1,249 $ 955 Research and development 528 569 Sales, general, and administrative 5,100 3,877 Total stock-based compensation expense $ 6,877 $ 5,401 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In April 2023, to support the expansion of our residential solar and storage loan funding capacity, we entered into a series of agreements to sell solar loan receivables to a special-purpose entity within our existing joint venture, SunStrong. Under the agreements, we have secured financing commitments to fund more than $450.0 million for our residential solar and storage loan program from Hannon Armstrong and Credit Agricole Corporate & Investment Bank (“CIB”). Hannon Armstrong and CIB will provide funding to a SunStrong-owned special-purpose vehicle for the purpose of acquiring loans entered into by SunPower Financial's customers. In May 2023, to further support the expansion of our residential solar and storage loan funding capacity, we also entered into a series of agreements to sell solar loan receivables to a newly created special-purpose trust beneficially owned by one or more affiliates of KKR Credit Advisors (US) LLC (“KKR Credit”). Under the agreements, we have secured financing commitments to fund up to $550.0 million for our residential solar and storage loan program over a 15-month term, with annual renewal options. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2023 | |
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 1, 2023 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 1, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 10, 2023, 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 1, 2023. The operating results for the three months ended April 2, 2023 are not necessarily indicative of the results that may be expected for fiscal year 2023, 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 2023, and prior fiscal year, fiscal 2022, are 52-week fiscal years. The first quarter of fiscal 2023 ended on April 2, 2023, while the first quarter of fiscal 2022 ended on April 3, 2022. |
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 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; actuarial estimates related to our self-insured health benefits; 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 We 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. |
Transactions With Total and T_2
Transactions With Total and Total Energies SE (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Accounts receivable $ 489 $ 489 Prepaid expenses and other current assets 2,756 2,898 Other long-term assets 505 1,284 Accrued liabilities 31,055 8,033 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Other income: (Income) expense from transition services agreement, net $ (249) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 171 1,000 Included within discontinued operations: Total revenues — 2,487 Total cost of revenues — 4,768 Related-party transactions and balances with SunStrong, SunStrong Partners, Dorado DevCo, and our dealer accelerator equity investees are as follows: As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable $ 30,922 $ 33,864 Prepaid expenses and other current assets 4,239 3,959 Other long-term assets 6,549 6,549 Accounts payable 299 165 Accrued liabilities 178 97 Contract liabilities 93,792 63,504 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Revenues and fees received from investees for products/services $ 85,291 $ 45,520 The below table summarizes our transactions with Maxeon Solar for the three months ended April 2, 2023: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 70,458 $ 72,459 Research and development expenses reimbursement received 464 9,474 Income (expense) from transition services agreement, net (25) (266) Sublease income (recorded in sales, general, and administrative expense) 468 — We had the following balances related to transactions with Maxeon Solar as of April 2, 2023: As of (In thousands) April 2, 2023 January 1, 2023 Prepaid and other current assets $ 445 $ 607 Accrued liabilities 8,004 11,239 Accounts payable 42,431 38,486 Other long-term liabilities 1,458 1,458 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents disaggregated revenue from contracts with customers for the three months ended April 2, 2023 and April 3, 2022: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Solar power systems sales $ 346,549 $ 271,644 Component sales 86,531 59,877 Light commercial sales 552 14,196 Services and other 7,246 4,560 Total revenues $ 440,878 $ 350,277 |
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) April 2, 2023 January 1, 2023 Contract assets $ 58,919 $ 51,001 Contract liabilities $ 172,594 $ 155,764 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts Receivable, Net As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable, gross $ 208,136 $ 189,636 Less: allowance for credit losses (13,596) (14,750) Less: allowance for sales returns (309) (309) Accounts receivable, net $ 194,231 $ 174,577 |
Schedule of Accounts Receivable, Allowance for Credit Loss | Allowance for Credit Losses Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Balance at beginning of period $ 14,750 $ 14,375 Provision for credit losses 442 1,300 Write-offs (1,596) (494) Balance at end of period $ 13,596 $ 15,181 |
Schedule of Inventory | Inventories As of (In thousands) April 2, 2023 January 1, 2023 Photo-voltaic modules $ 206,083 $ 156,292 Microinverters 65,388 46,088 Energy Storage Systems 59,996 63,327 Other solar power system component materials 50,380 51,108 Inventories 1 $ 381,847 $ 316,815 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets As of (In thousands) April 2, 2023 January 1, 2023 Deferred project costs $ 121,220 $ 126,896 Deferred costs for solar power systems 53,708 34,124 Related-party receivables 5,018 3,959 Derivative assets 1,384 — Other 31,640 32,781 Prepaid expenses and other current assets $ 212,970 $ 197,760 |
Schedule of Property, Plant and Equipment, Net | Property, Plant and Equipment, Net As of (In thousands) April 2, 2023 January 1, 2023 Testing equipment and tools $ 1,507 $ 1,157 Leasehold improvements 14,342 14,342 Solar power systems 10,701 10,271 Computer equipment 15,410 14,411 Internal-use software 75,784 70,621 Furniture and fixtures 8,092 8,088 Transportation equipment 4,451 3,941 Vehicle finance leases 14,744 12,316 Work-in-progress 10,769 5,958 Property, plant and equipment, gross 155,800 141,105 Less: accumulated depreciation and impairment (73,683) (66,583) Property, plant, and equipment, net 1 $ 82,117 $ 74,522 1 Property, plant, and equipment is predominantly located in the U.S. |
Schedule of Other Long-Term Assets | Other Long-term Assets As of (In thousands) April 2, 2023 January 1, 2023 Equity investments without readily determinable fair value $ 31,456 $ 31,751 Equity investments with fair value option (“FVO” ) 19,800 18,346 Cloud computing arrangements implementation costs, net of current portion 1 7,306 9,179 Deposits with related parties 6,550 7,329 Retail installment contract receivables, net of current portion 2, 3 94,254 98,001 Long-term deferred project costs 3,018 3,110 Derivative assets — 2,293 Debt issuance costs — 3,556 Other 20,631 19,020 Other long-term assets $ 183,015 $ 192,585 1 As of April 2, 2023 and January 1, 2023, we recorded $1.7 million and $5.1 million, respectively, of amortization expense related to the amortization of our capitalized CCA costs. 2 Our long-term retail installment contract receivables are presented net of the significant financing component of $22.2 million and $22.5 million, and allowance for credit losses of $0.5 million and $0.4 million as of April 2, 2023 and January 1, 2023, respectively. |
Schedule of Accrued Liabilities | Accrued Liabilities As of (In thousands) April 2, 2023 January 1, 2023 Employee compensation and employee benefits $ 30,467 $ 36,452 Interest payable 351 8,549 Short-term warranty reserves 51,509 43,174 Legal expenses 3,498 2,830 Taxes payable 7,630 8,167 Payable to related parties 1 38,888 18,244 Short-term finance lease liabilities 3,422 2,949 Derivative liabilities 2,425 — Other 26,020 24,864 Accrued liabilities $ 164,210 $ 145,229 1 Includes $30.9 million payable to Total recorded as of April 2, 2023, in connection with the sale of our C&I Solutions business based on the closing date working capital as determined on April 12, 2023 by an independent accountant as set forth in the Definitive Agreement. Refer to Note 2. Transactions With Total and TotalEnergies SE for more details. |
Schedule of Other Long-Term Liabilities | Other Long-term Liabilities As of (In thousands) April 2, 2023 January 1, 2023 Deferred revenue $ 34,749 $ 35,864 Long-term warranty reserves 32,823 35,706 Unrecognized tax benefits 12,699 12,295 Related-party liabilities 1,458 1,458 Long-term finance lease liabilities 9,050 7,878 Other 19,003 19,596 Other long-term liabilities $ 109,782 $ 112,797 |
Schedule of Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income As of (In thousands) April 2, 2023 January 1, 2023 Cumulative translation adjustment $ 9,581 $ 9,576 Net gain on long-term pension liability obligation 1,992 1,992 Accumulated other comprehensive income $ 11,573 $ 11,568 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 April 2, 2023: Developed technology $ 3,700 $ (1,850) $ 1,850 Brand 15,800 (5,925) 9,875 Non-compete agreements 3,400 (1,700) 1,700 Software development costs 10,082 (1,072) 9,010 Total $ 32,982 $ (10,547) $ 22,435 As of January 1, 2023: Developed technology $ 3,700 $ (1,542) $ 2,158 Brand 15,800 (4,937) 10,863 Non-compete agreements 3,400 (1,417) 1,983 Software development costs 9,250 (62) 9,188 Total $ 32,150 $ (7,958) $ 24,192 |
Schedule of Future Amortization Expense | As of April 2, 2023, the estimated future amortization expense related to intangible assets with finite useful lives for each of the next three fiscal years was as follows, through the end of the useful life of all intangible assets: Expected Amortization Expense Fiscal Year (In thousands) 2023 (remaining nine months) $ 9,544 2024 9,618 2025 3,273 Total $ 22,435 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of April 2, 2023 and January 1, 2023. April 2, 2023 January 1, 2023 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Cash and cash equivalents: Money market funds $ 40,000 $ — $ — $ 40,000 $ 297,474 $ — $ — $ 297,474 Prepaid expenses and other current assets: Interest rate swaps 1,384 — 1,384 — — — — — Other long-term assets: Equity investments with FVO 19,800 19,800 — — 18,346 18,346 — — Equity investments with readily determinable fair value — — — — 132,480 — — 132,480 Interest rate swaps — — — — 2,293 — 2,293 — Total assets $ 61,184 $ 19,800 $ 1,384 $ 40,000 $ 450,593 $ 18,346 $ 2,293 $ 429,954 Liabilities Accrued liabilities: Interest rate swaps $ 2,425 $ — $ 2,425 $ — $ — $ — $ — $ — Total liabilities $ 2,425 $ — $ 2,425 $ — $ — $ — $ — $ — |
Schedule of Equity Method Investment Movements | The following table summarizes movements in equity investments for the three months ended April 2, 2023. There were no internal movements between Level 1 or Level 2 fair value measurements to or from Level 3 fair value measurements for the three months ended April 2, 2023. (In thousands) Beginning balance as of January 1, 2023 Equity Distribution Additional Investment Other adjustment Ending balance as of April 2, 2023 Equity investments with FVO $ 18,346 $ — $ 1,454 $ — $ 19,800 |
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 April 2, 2023. Included in the table are the inputs and range of possible inputs that have an effect on the overall valuation of the financial instruments. 2023 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments with FVO $ 19,800 Discounted cash flows Discount rate 12.5%-13% 1 7.5% 1 Total assets $ 19,800 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. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease, Cost | The tables below present the summarized quantitative information with regard to facility and equipment lease contracts we have entered into: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Operating lease expense $ 3,621 $ 3,215 Finance lease expense: Amortization expense 775 — Interest expense on lease liabilities 189 — Sublease income (746) (87) Total $ 3,839 $ 3,128 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,974 $ 3,740 Operating cash flows for finance leases $ 189 $ — Financing cash flows for finance leases $ 775 $ — Right-of-use assets and property, plant, and equipment obtained in exchange for leases: Operating leases $ 2,086 $ 877 Finance leases $ 2,435 $ — As of April 2, 2023 January 1, 2023 Weighted-average remaining lease term (in years): Operating leases 3.6 3.7 Finance leases 3.4 3.4 Weighted-average discount rate: Operating leases 7.9 % 8.0 % Finance leases 7.0 % 7.0 % |
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 April 2, 2023, are as follows (in thousands): Operating Leases Finance Leases As of April 2, 2023 (In thousands) 2023 (remaining nine months) $ 11,038 $ 3,121 2024 12,654 4,027 2025 8,940 3,851 2026 7,468 2,404 2027 4,679 546 Thereafter 1,855 39 Total lease payments 46,634 13,988 Less: imputed interest (6,683) (1,516) Total $ 39,951 $ 12,472 |
Schedule of Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f April 2, 2023 are as follows: (In thousands) Fiscal 2023 (remaining nine months) Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Future purchase obligations $ 267,184 $ 184,926 $ 159,929 $ 778 $ 784 $ 3,745 $ 617,346 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three months ended April 2, 2023 and April 3, 2022: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Balance at the beginning of the period $ 78,880 $ 80,282 Accruals for warranties issued during the period 10,328 256 Settlements and adjustments during the period (4,875) (2,042) Balance at the end of the period $ 84,333 $ 78,496 |
Equity Investments (Tables)
Equity Investments (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ — $ 132,480 Total equity investments with readily determinable fair value — 132,480 Equity investments without readily determinable fair value: OhmConnect investment 5,000 5,000 Equity method investments under the Dealer Accelerator Program 26,176 26,471 Other equity investments without readily determinable fair value 280 280 Total equity investments without readily determinable fair value 31,456 31,751 Equity investments with FVO: SunStrong Capital Holdings, LLC 9,871 9,871 Dorado Development Partners, LLC 9,626 8,173 SunStrong Partners, LLC 302 302 Total equity investment with FVO 19,799 18,346 Total equity investments $ 51,255 $ 182,577 |
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 (In thousands) April 2, 2023 April 3, 2022 Summarized statements of operations information: Revenues $ 38,973 $ 36,156 Net (loss) income (1,810) (974) Net income (loss) attributable to parents 2,537 1,753 As of (In thousands) April 2, 2023 January 1, 2023 Summarized balance sheet information: Current assets $ 91,007 $ 88,561 Long-term assets 1,793,244 1,823,437 Current liabilities 66,032 94,414 Long-term liabilities 1,361,904 1,378,462 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) April 2, 2023 January 1, 2023 Accounts receivable $ 489 $ 489 Prepaid expenses and other current assets 2,756 2,898 Other long-term assets 505 1,284 Accrued liabilities 31,055 8,033 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Other income: (Income) expense from transition services agreement, net $ (249) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 171 1,000 Included within discontinued operations: Total revenues — 2,487 Total cost of revenues — 4,768 Related-party transactions and balances with SunStrong, SunStrong Partners, Dorado DevCo, and our dealer accelerator equity investees are as follows: As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable $ 30,922 $ 33,864 Prepaid expenses and other current assets 4,239 3,959 Other long-term assets 6,549 6,549 Accounts payable 299 165 Accrued liabilities 178 97 Contract liabilities 93,792 63,504 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Revenues and fees received from investees for products/services $ 85,291 $ 45,520 The below table summarizes our transactions with Maxeon Solar for the three months ended April 2, 2023: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 70,458 $ 72,459 Research and development expenses reimbursement received 464 9,474 Income (expense) from transition services agreement, net (25) (266) Sublease income (recorded in sales, general, and administrative expense) 468 — We had the following balances related to transactions with Maxeon Solar as of April 2, 2023: As of (In thousands) April 2, 2023 January 1, 2023 Prepaid and other current assets $ 445 $ 607 Accrued liabilities 8,004 11,239 Accounts payable 42,431 38,486 Other long-term liabilities 1,458 1,458 |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our condensed consolidated balance sheets: April 2, 2023 January 1, 2023 (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 3 $ — $ — $ — $ — $ 424,991 $ 424,919 $ — $ 424,919 Total recourse debt $ — $ — $ — $ — $ 424,991 $ 424,919 $ — $ 424,919 Non-Recourse Debt: Credit Suisse Warehouse Loan $ 69,298 $ 68,429 $ — $ 68,429 $ 71,577 $ 70,443 $ — $ 70,443 Revolver and Term Loan Facility 193,750 33,920 155,674 189,594 — — — — Other Debt 19,419 19,124 295 19,419 12,269 11,961 308 12,269 Total non-recourse debt 282,467 121,473 155,969 277,442 83,846 82,404 308 82,712 Total $ 282,467 $ 121,473 $ 155,969 $ 277,442 $ 508,837 $ 507,323 $ 308 $ 507,631 1 Refers to the total carrying value of the outstanding debt arrangement. 2 The carrying value of all of our 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 On January 17, 2023, we repaid the remaining outstanding principal amount of $425.0 million of our 4.00% debentures due 2023. |
Schedule of Maturities of Debt | As of April 2, 2023, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2023 (remaining nine months) Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Aggregate future maturities of outstanding debt $ 92,154 $ 5,068 $ 5,071 $ 5,075 $ 175,079 $ 20 $ 282,467 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Accounts receivable $ 489 $ 489 Prepaid expenses and other current assets 2,756 2,898 Other long-term assets 505 1,284 Accrued liabilities 31,055 8,033 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Other income: (Income) expense from transition services agreement, net $ (249) $ — Interest expense: Interest expense incurred on the 4.00% debentures due 2023 171 1,000 Included within discontinued operations: Total revenues — 2,487 Total cost of revenues — 4,768 Related-party transactions and balances with SunStrong, SunStrong Partners, Dorado DevCo, and our dealer accelerator equity investees are as follows: As of (In thousands) April 2, 2023 January 1, 2023 Accounts receivable $ 30,922 $ 33,864 Prepaid expenses and other current assets 4,239 3,959 Other long-term assets 6,549 6,549 Accounts payable 299 165 Accrued liabilities 178 97 Contract liabilities 93,792 63,504 Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Revenues and fees received from investees for products/services $ 85,291 $ 45,520 The below table summarizes our transactions with Maxeon Solar for the three months ended April 2, 2023: Three Months Ended (In thousands) April 2, 2023 April 3, 2022 Purchases of photo-voltaic modules (recorded in cost of revenues) $ 70,458 $ 72,459 Research and development expenses reimbursement received 464 9,474 Income (expense) from transition services agreement, net (25) (266) Sublease income (recorded in sales, general, and administrative expense) 468 — We had the following balances related to transactions with Maxeon Solar as of April 2, 2023: As of (In thousands) April 2, 2023 January 1, 2023 Prepaid and other current assets $ 445 $ 607 Accrued liabilities 8,004 11,239 Accounts payable 42,431 38,486 Other long-term liabilities 1,458 1,458 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Share | The following table presents the calculation of basic and diluted net (loss) income per share attributable to stockholders: Three Months Ended (In thousands, except per share amounts) April 2, 2023 April 3, 2022 Basic and diluted net (loss) income per share: Numerator: Net (loss) income attributable to stockholders - continuing operations 1 $ (50,684) $ (2,166) Net (loss) income attributable to stockholders - discontinued operations — (25,705) Net (loss) income attributable to stockholders $ (50,684) $ (27,871) Denominator: Basic weighted-average common shares 174,528 173,376 Basic and dilutive net (loss) income per share - continuing operations $ (0.29) $ (0.01) Basic and dilutive net (loss) income per share - discontinued operations — (0.15) Basic and dilutive net (loss) income per share $ (0.29) $ (0.16) 1 There was no add back of interest expense for the convertible debentures or effect of dilutive securities for the three months ended April 2, 2023 and April 3, 2022. . |
Schedule of Outstanding Anti-dilutive Potential Common Stock Excluded from (Loss) Income 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 (In thousands) April 2, 2023 April 3, 2022 Restricted stock units 2,808 3,035 4.00% debentures due 2023 3,001 17,068 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 (In thousands) April 2, 2023 April 3, 2022 Cost of revenues $ 1,249 $ 955 Research and development 528 569 Sales, general, and administrative 5,100 3,877 Total stock-based compensation expense $ 6,877 $ 5,401 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - segment | 3 Months Ended | |
Apr. 02, 2023 | Sep. 12, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of operating segment | 1 | |
Holdco | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Equity interest | 50% |
Transactions With Total and T_3
Transactions With Total and Total Energies SE - Narrative (Details) $ / shares in Units, shares in Millions, $ in Billions | 1 Months Ended | 3 Months Ended | |||||
Dec. 31, 2011 $ / shares shares | Jun. 30, 2011 USD ($) $ / shares | Apr. 02, 2023 | Sep. 26, 2022 member | Sep. 12, 2022 director | Sep. 12, 2022 member | May 24, 2022 | |
Clearway Energy Group | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of membership interests acquired in business acquisition | 50% | ||||||
TotalEnergies | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership after sale of stock, percentage | 50.30% | ||||||
Tender Offer Agreement | TotalEnergies | |||||||
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 | TotalEnergies | |||||||
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) | shares | 18.6 | ||||||
September Letter Agreement | Global Infrastructure Partners ("GIP") | |||||||
Related Party Transaction [Line Items] | |||||||
Number of members appointed by GIP | 2 | 2 | |||||
September Letter Agreement | Global Infrastructure Partners ("GIP") | Director | |||||||
Related Party Transaction [Line Items] | |||||||
Number of members appointed by GIP | 5 | 2 |
Transactions With Total and T_4
Transactions With Total and Total Energies SE - Sale of C&I Solutions business to Total Energies (Details) - C&I Solutions - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Apr. 12, 2023 | May 31, 2022 | Apr. 02, 2023 | Oct. 02, 2022 | Feb. 06, 2022 | |
Related Party Transaction [Line Items] | |||||
Payable recorded | $ 30.9 | ||||
Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Payable recorded | $ 23.9 | ||||
Discontinued Operations | |||||
Related Party Transaction [Line Items] | |||||
Aggregate cash consideration | $ 190 | ||||
Proceeds from divestiture of businesses | $ 149.2 | ||||
Working capital adjustment | $ 7 |
Transactions With Total and T_5
Transactions With Total and Total Energies SE - Affiliation Agreement (Details) | 3 Months Ended | |||||||
Apr. 02, 2023 | Sep. 26, 2022 member | Sep. 23, 2022 member | Sep. 12, 2022 director | Sep. 12, 2022 member | Mar. 31, 2022 director member | Oct. 29, 2021 member director | Apr. 19, 2021 member director | |
TotalEnergies | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership after sale of stock, percentage | 50.30% | |||||||
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 | director | 6 | |||||||
Number of board members not designated by total | director | 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 | |||||||
September Letter Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of members resigned, designated by total | 2 | |||||||
September Letter Agreement | Global Infrastructure Partners ("GIP") | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of members appointed by GIP | 2 | 2 | ||||||
September Letter Agreement | Global Infrastructure Partners ("GIP") | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of members appointed by GIP | 5 | 2 |
Transactions With Total and T_6
Transactions With Total and Total Energies SE - 4.00% Debentures Due 2023 (Details) $ in Thousands | 1 Months Ended | ||||
Sep. 01, 2020 | Dec. 31, 2015 USD ($) | Apr. 02, 2023 USD ($) | Jan. 17, 2023 USD ($) | Jan. 01, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 282,467 | $ 508,837 | |||
4.00% convertible debentures due 2023 | Convertible Debt | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 4% | ||||
Debt face amount | $ 425,000 | ||||
Conversion ratio | 0.0401552 | 0.0327568 | |||
Interest payable | $ 8,500 | ||||
4.00% convertible debentures due 2023 | TotalEnergies | Convertible Debt | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 100,000 |
Transactions With Total and T_7
Transactions With Total and Total Energies SE - Related-Party Transactions with Total and Its Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | |||||
Total revenues | [1] | $ 440,878 | $ 350,277 | ||
Total cost of revenues | 376,767 | 277,968 | |||
4.00% convertible debentures due 2023 | Convertible Debt | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 4% | ||||
TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | 489 | $ 489 | |||
Prepaid expenses and other current assets | 2,756 | 2,898 | |||
Other long-term assets | 505 | 1,284 | |||
Accrued liabilities | 31,055 | $ 8,033 | |||
TotalEnergies | Related-Party Transactions with Total and its Affiliates | Discontinued Operations | |||||
Related Party Transaction [Line Items] | |||||
Total revenues | 0 | 2,487 | |||
Total cost of revenues | 0 | 4,768 | |||
(Income) expense from transition services agreement, net | TotalEnergies | Related-Party Transactions with Total and its Affiliates | |||||
Related Party Transaction [Line Items] | |||||
(Income) expense from transition services agreement, net | (249) | 0 | |||
Interest expense incurred on the 4.00% debentures due 2023 | TotalEnergies | Related-Party Transactions with Total and its Affiliates | 4.00% convertible debentures due 2023 | |||||
Related Party Transaction [Line Items] | |||||
Interest expense | $ 171 | $ 1,000 | |||
[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,” “total cost of revenues,” “operating expenses: research and development,” “operating expenses: sales, general, and administrative,” “operating expenses: (income) expense from 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 2, Note 8, and Note 10). |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | ||
Disaggregation of Revenue [Line Items] | |||
Total revenues | [1] | $ 440,878 | $ 350,277 |
Solar power systems sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 346,549 | 271,644 | |
Component sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 86,531 | 59,877 | |
Light commercial sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 552 | 14,196 | |
Services and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 7,246 | $ 4,560 | |
[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,” “total cost of revenues,” “operating expenses: research and development,” “operating expenses: sales, general, and administrative,” “operating expenses: (income) expense from 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 2, Note 8, and Note 10). |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 58,919 | $ 51,001 |
Contract liabilities | $ 172,594 | $ 155,764 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Liabilities Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 72.8 | $ 34.3 |
Solar power systems and components | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 806.1 | |
Modules and components | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-03 | ||
Disaggregation of Revenue [Line Items] | ||
Expected timing of satisfaction, period | 12 months |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts receivable, gross | $ 208,136 | $ 189,636 |
Less: allowance for credit losses | (13,596) | (14,750) |
Less: allowance for sales returns | (309) | (309) |
Accounts receivable, net | $ 194,231 | $ 174,577 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 14,750 | $ 14,375 |
Provision for credit losses | 442 | 1,300 |
Write-offs | (1,596) | (494) |
Balance at end of period | $ 13,596 | $ 15,181 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Photo-voltaic modules | $ 206,083 | $ 156,292 |
Microinverters | 65,388 | 46,088 |
Energy Storage Systems | 59,996 | 63,327 |
Other solar power system component materials | 50,380 | 51,108 |
Inventories | $ 381,847 | $ 316,815 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred project costs | $ 121,220 | $ 126,896 | |
Deferred costs for solar power systems | 53,708 | 34,124 | |
Related-party receivables | 5,018 | 3,959 | |
Derivative assets | 1,384 | 0 | |
Other | 31,640 | 32,781 | |
Prepaid expenses and other current assets | [1] | $ 212,970 | $ 197,760 |
[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,” and “other long-term liabilities,” financial statement line items on our condensed consolidated balance sheets (see Note 2, Note 7, Note 8, and Note 10) |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 155,800 | $ 141,105 |
Vehicle finance leases | 14,744 | 12,316 |
Less: accumulated depreciation and impairment | (73,683) | (66,583) |
Property, plant and equipment, net | 82,117 | 74,522 |
Testing equipment and tools | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,507 | 1,157 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,342 | 14,342 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,701 | 10,271 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,410 | 14,411 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 75,784 | 70,621 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,092 | 8,088 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,451 | 3,941 |
Work-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,769 | $ 5,958 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-term Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 02, 2023 | Jan. 01, 2023 | ||
Balance Sheet Related Disclosures [Abstract] | |||
Equity investments without readily determinable fair value | $ 31,456 | $ 31,751 | |
Equity investments with fair value option (“FVO”) | 19,800 | 18,346 | |
Cloud computing arrangements implementation costs, net of current portion | 7,306 | 9,179 | |
Deposits with related parties | 6,550 | 7,329 | |
Retail installment contract receivables, net of current portion | 94,254 | 98,001 | |
Long-term deferred project costs | 3,018 | 3,110 | |
Derivative assets | 0 | 2,293 | |
Debt issuance costs | 0 | 3,556 | |
Other | 20,631 | 19,020 | |
Other long-term assets | [1] | 183,015 | 192,585 |
Capitalized computer software, amortization | 1,700 | 5,100 | |
Retail installment contract receivables, significant financing component | 22,200 | 22,500 | |
Retail installment contract receivables, allowance for credit loss | $ 500 | $ 400 | |
[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,” and “other long-term liabilities,” financial statement line items on our condensed consolidated balance sheets (see Note 2, Note 7, Note 8, and Note 10) |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Jan. 01, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Employee compensation and employee benefits | $ 30,467 | $ 36,452 |
Interest payable | 351 | 8,549 |
Short-term warranty reserves | 51,509 | 43,174 |
Legal expenses | 3,498 | 2,830 |
Taxes payable | 7,630 | 8,167 |
Payable to related parties | 38,888 | 18,244 |
Short-term finance lease liabilities | 3,422 | 2,949 |
Derivative liabilities | 2,425 | 0 |
Other | 26,020 | 24,864 |
Accrued liabilities | 164,210 | $ 145,229 |
C&I Solutions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Payable recorded | $ 30,900 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 34,749 | $ 35,864 | |
Long-term warranty reserves | 32,823 | 35,706 | |
Unrecognized tax benefits | 12,699 | 12,295 | |
Related-party liabilities | 1,458 | 1,458 | |
Long-term finance lease liabilities | 9,050 | 7,878 | |
Other | 19,003 | 19,596 | |
Other long-term liabilities | [1] | $ 109,782 | $ 112,797 |
[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,” and “other long-term liabilities,” financial statement line items on our condensed consolidated balance sheets (see Note 2, Note 7, Note 8, and Note 10) |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Cumulative translation adjustment | $ 9,581 | $ 9,576 |
Net gain on long-term pension liability obligation | 1,992 | 1,992 |
Accumulated other comprehensive income | $ 11,573 | $ 11,568 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | Oct. 04, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment loss | $ 0 | ||
Amortization of intangible assets | 2,600,000 | $ 1,600,000 | |
Impairment loss for intangible assets | $ 0 | $ 0 | |
Albatross Software LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Percentage of membership interests acquired in business acquisition | 35% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 32,982 | $ 32,150 |
Accumulated Amortization | (10,547) | (7,958) |
Net Book Value | 22,435 | 24,192 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,700 | 3,700 |
Accumulated Amortization | (1,850) | (1,542) |
Net Book Value | 1,850 | 2,158 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,800 | 15,800 |
Accumulated Amortization | (5,925) | (4,937) |
Net Book Value | 9,875 | 10,863 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,400 | 3,400 |
Accumulated Amortization | (1,700) | (1,417) |
Net Book Value | 1,700 | 1,983 |
Software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,082 | 9,250 |
Accumulated Amortization | (1,072) | (62) |
Net Book Value | $ 9,010 | $ 9,188 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Apr. 02, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining nine months) | $ 9,544 |
2024 | 9,618 |
2025 | 3,273 |
Total | $ 22,435 |
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 | Apr. 02, 2023 | Jan. 01, 2023 |
Assets | ||
Interest rate swaps | $ 1,384 | $ 0 |
Interest rate swaps | 0 | 2,293 |
Liabilities | ||
Derivative liabilities | 2,425 | 0 |
Total liabilities | $ 2,425 | $ 0 |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Fair Value, Recurring | ||
Assets | ||
Money market funds | $ 40,000 | $ 297,474 |
Interest rate swaps | 1,384 | 0 |
Equity investments with FVO | 19,800 | 18,346 |
Equity investments with readily determinable fair value | 0 | 132,480 |
Interest rate swaps | 0 | 2,293 |
Total assets | 61,184 | 450,593 |
Level 3 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 0 | 0 |
Equity investments with FVO | 19,800 | 18,346 |
Equity investments with readily determinable fair value | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total assets | 19,800 | 18,346 |
Level 2 | ||
Liabilities | ||
Derivative liabilities | 2,425 | 0 |
Total liabilities | 2,425 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets | ||
Money market funds | 0 | 0 |
Interest rate swaps | 1,384 | 0 |
Equity investments with FVO | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 0 |
Interest rate swaps | 0 | 2,293 |
Total assets | 1,384 | 2,293 |
Level 1 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | ||
Assets | ||
Money market funds | 40,000 | 297,474 |
Interest rate swaps | 0 | 0 |
Equity investments with FVO | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 132,480 |
Interest rate swaps | 0 | 0 |
Total assets | $ 40,000 | $ 429,954 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments Activity (Details) - Equity investments with FVO $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance as of January 1, 2023 | $ 18,346 |
Equity Distribution | 0 |
Additional Investment | 1,454 |
Other adjustment | 0 |
Ending balance as of April 2, 2023 | $ 19,800 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Significant Unobservable Input Sensitivity (Details) - Equity investments with FVO - Level 3 $ in Thousands | Apr. 02, 2023 USD ($) |
Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Total assets | $ 19,800 |
Measurement Input, Default Rate | Valuation Technique, Residual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.075 |
Measurement Input, Default Rate | Minimum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.125 |
Measurement Input, Default Rate | Maximum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.13 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended | |||
Aug. 09, 2018 shares | Apr. 02, 2023 USD ($) score shares | Apr. 03, 2022 USD ($) shares | Jan. 01, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on investments | $ (10.8) | $ 1.3 | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | |||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities | |||
FICO score | score | 750 | |||
Interest Expense | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | |||
Total Revenues | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenues | |||
Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market funds | $ 40 | |||
Interest rate swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets | $ 1.4 | |||
Derivative liabilities | 2.4 | |||
Interest rate swap | Interest Expense | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on derivatives | 0.9 | |||
Interest rate swap | Total Revenues | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on derivatives | 2.4 | |||
Interest rate swap | Derivatives not designated as hedging instruments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset, notional amount | 70 | |||
Derivative liability, notional amount | 93.5 | |||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Retail installment contract receivables, net of current portion | 80.4 | |||
Accounts receivable | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Retail installment contract receivables, net of current portion | $ 106 | |||
Enphase Energy, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment shares sold (in shares) | shares | 500,000 | 1,000,000 | ||
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) | shares | 7,500,000 | |||
Proceeds from sale of equity investment | $ 121.7 | $ 149.8 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 3,621 | $ 3,215 | |
Finance lease expense: | |||
Amortization expense | 775 | 0 | |
Interest expense on lease liabilities | 189 | 0 | |
Sublease income | (746) | (87) | |
Total | 3,839 | 3,128 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | 2,974 | 3,740 | |
Operating cash flows for finance leases | 189 | 0 | |
Financing cash flows for finance leases | 775 | 0 | |
Right-of-use assets and property, plant, and equipment obtained in exchange for leases: | |||
Operating leases | 2,086 | 877 | |
Finance leases | $ 2,435 | $ 0 | |
Weighted-average remaining lease term (in years): | |||
Operating leases | 3 years 7 months 6 days | 3 years 8 months 12 days | |
Finance leases | 3 years 4 months 24 days | 3 years 4 months 24 days | |
Weighted-average discount rate: | |||
Operating leases | 7.90% | 8% | |
Finance leases | 7% | 7% |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Apr. 02, 2023 USD ($) |
Operating Leases | |
2023 (remaining nine months) | $ 11,038 |
2024 | 12,654 |
2025 | 8,940 |
2026 | 7,468 |
2027 | 4,679 |
Thereafter | 1,855 |
Total lease payments | 46,634 |
Less: imputed interest | (6,683) |
Total | 39,951 |
Finance Leases | |
2023 (remaining nine months) | 3,121 |
2024 | 4,027 |
2025 | 3,851 |
2026 | 2,404 |
2027 | 546 |
Thereafter | 39 |
Total lease payments | 13,988 |
Less: imputed interest | (1,516) |
Total | $ 12,472 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitment (Details) $ in Thousands | Apr. 02, 2023 USD ($) |
Future purchase obligations | |
Fiscal 2023 (remaining nine months) | $ 267,184 |
Fiscal 2024 | 184,926 |
Fiscal 2025 | 159,929 |
Fiscal 2026 | 778 |
Fiscal 2027 | 784 |
Thereafter | 3,745 |
Total | $ 617,346 |
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 | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance at the beginning of the period | $ 78,880 | $ 80,282 |
Accruals for warranties issued during the period | 10,328 | 256 |
Settlements and adjustments during the period | (4,875) | (2,042) |
Balance at the end of the period | $ 84,333 | $ 78,496 |
Commitments and Contingencies_6
Commitments and Contingencies - Product Warranties - Narrative (Details) $ in Millions | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Discontinued Operations | C&I Solutions | |
Other Commitments [Line Items] | |
Product warranty expense | $ 6.8 |
Commitments and Contingencies_7
Commitments and Contingencies - Liabilities Associated with Uncertain Tax Positions - Narrative (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 12.7 | $ 12.3 |
Commitments and Contingencies_8
Commitments and Contingencies - Indemnifications - Narrative (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | Apr. 03, 2022 | Jan. 02, 2022 |
Other Commitments [Line Items] | ||||
Income tax contingencies | $ 5,400 | $ 5,400 | ||
Estimated litigation liability | 3,500 | |||
Accrued warranty reserve | 84,333 | $ 78,880 | $ 78,496 | $ 80,282 |
Discontinued Operations | C&I Solutions | ||||
Other Commitments [Line Items] | ||||
Accrued warranty reserve | $ 27,900 |
Equity Investments - Equity Met
Equity Investments - Equity Method Investments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2022 investment | Apr. 02, 2023 USD ($) | Apr. 03, 2022 USD ($) | Jan. 01, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value | $ 31,456 | $ 31,751 | ||
Equity investments with fair value option (“FVO”) | 19,800 | 18,346 | ||
Total equity investments | 51,255 | 182,577 | ||
Number of equity investments entered into | investment | 4 | |||
Earnings from equity method investment | 1,500 | |||
Proceeds from dividend | 500 | |||
Enphase Energy, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with readily determinable fair value | 0 | 132,480 | ||
OhmConnect investment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value | 5,000 | 5,000 | ||
Equity method investments under the Dealer Accelerator Program | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value | 26,176 | 26,471 | ||
Earnings from equity method investment | 200 | $ 0 | ||
Other equity investments without readily determinable fair value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value | 280 | 280 | ||
SunStrong Capital Holdings, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option (“FVO”) | 9,871 | 9,871 | ||
Dorado Development Partners, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option (“FVO”) | 9,626 | 8,173 | ||
SunStrong Partners, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option (“FVO”) | 302 | 302 | ||
Total equity investment with FVO | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option (“FVO”) | 19,799 | 18,346 | ||
Sea Bright Solar, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 2,000 | |||
Ownership percentage | 20% | |||
Freedom Solar Holdings, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 9,400 | |||
Ownership percentage | 4.50% | |||
EmPower CES, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 6,000 | |||
Ownership percentage | 20% | |||
Renova Energy Group | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity investments | $ 8,500 | |||
Ownership percentage | 10.60% |
Equity Investments - Unconsolid
Equity Investments - Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Jan. 01, 2023 | Mar. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 51,255 | $ 182,577 | |
Capital contribution in equity method investee | $ 1,500 | ||
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 | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Schedule of Investments [Line Items] | |||
Net (loss) income | $ 81 | $ (589) | |
Net income (loss) attributable to parents | (50,684) | (27,871) | |
Current assets | 986,278 | $ 1,268,514 | |
Current liabilities | 683,704 | 1,050,346 | |
SunStrong Capital Holdings, LLC | Variable Interest Entity, Not Primary Beneficiary | |||
Schedule of Investments [Line Items] | |||
Revenues | 38,973 | 36,156 | |
Net (loss) income | (1,810) | (974) | |
Net income (loss) attributable to parents | 2,537 | $ 1,753 | |
Current assets | 91,007 | 88,561 | |
Long-term assets | 1,793,244 | 1,823,437 | |
Current liabilities | 66,032 | 94,414 | |
Long-term liabilities | $ 1,361,904 | $ 1,378,462 |
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 | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Accounts receivable | $ 30,922 | $ 33,864 | |
Prepaid expenses and other current assets | 4,239 | 3,959 | |
Other long-term assets | 6,549 | 6,549 | |
Accounts payable | 299 | 165 | |
Accrued liabilities | 178 | 97 | |
Contract liabilities | 93,792 | $ 63,504 | |
Revenues and fees received from investees for products/services | $ 85,291 | $ 45,520 |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Variable Interest Entity [Line Items] | |||
Assets | $ 1,492,411 | $ 1,780,007 | |
Variable Interest Entity, Primary Beneficiary | Solar Sail | |||
Variable Interest Entity [Line Items] | |||
Revenues | 4,200 | $ 4,300 | |
Assets | $ 24,400 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) $ in Thousands | Jan. 17, 2023 | Apr. 02, 2023 | Jan. 01, 2023 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Face Value | $ 282,467 | $ 508,837 | ||
Short-term | 121,473 | 507,323 | ||
Long-term | 155,969 | 308 | ||
Total | 277,442 | 507,631 | ||
Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 0 | 424,991 | ||
Short-term | 0 | 424,919 | ||
Long-term | 0 | 0 | ||
Total | 0 | 424,919 | ||
Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 282,467 | 83,846 | ||
Short-term | 121,473 | 82,404 | ||
Long-term | 155,969 | 308 | ||
Total | 277,442 | 82,712 | ||
Credit Suisse Warehouse Loan | Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 69,298 | 71,577 | ||
Short-term | 68,429 | 70,443 | ||
Long-term | 0 | 0 | ||
Total | 68,429 | 70,443 | ||
Revolver and Term Loan Facility | Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 193,750 | 0 | ||
Short-term | 33,920 | 0 | ||
Long-term | 155,674 | 0 | ||
Total | 189,594 | 0 | ||
Other Debt | Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 19,419 | 12,269 | ||
Short-term | 19,124 | 11,961 | ||
Long-term | 295 | 308 | ||
Total | 19,419 | 12,269 | ||
Convertible Debt | 4.00% convertible debentures due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4% | |||
Face Value | $ 425,000 | |||
Repayments of debt | $ 425,000 | |||
Convertible Debt | 4.00% convertible debentures due 2023 | Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Face Value | 0 | 424,991 | ||
Short-term | 0 | 424,919 | ||
Long-term | 0 | 0 | ||
Total | $ 0 | $ 424,919 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Aggregate future maturities of outstanding debt | ||
Fiscal 2023 (remaining nine months) | $ 92,154 | |
Fiscal 2024 | 5,068 | |
Fiscal 2025 | 5,071 | |
Fiscal 2026 | 5,075 | |
Fiscal 2027 | 175,079 | |
Thereafter | 20 | |
Total | $ 282,467 | $ 508,837 |
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 ($) | Apr. 02, 2023 | Oct. 31, 2021 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 25,000,000 | |
Cash collateral for borrowed securities | 50% | |
Letters of credit outstanding, amount | $ 24,300,000 | |
Restricted cash | $ 12,500,000 |
Debt and Credit Sources - Loan
Debt and Credit Sources - Loan Facility with Credit Suisse AG (Details) - Line of Credit - USD ($) | Apr. 02, 2023 | Jun. 30, 2022 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 50,000,000 | |
Term Loan Facility with Credit Suisse AG | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Long-term line of credit | 69,300,000 | |
Amount being held in a liquidity reserve account | $ 8,200,000 | |
Term Loan Facility with Credit Suisse AG | Minimum | ||
Line of Credit Facility [Line Items] | ||
Weighted-average interest rate | 5.40% | |
Term Loan Facility with Credit Suisse AG | Maximum | ||
Line of Credit Facility [Line Items] | ||
Weighted-average interest rate | 6.40% |
Debt and Credit Sources - Revol
Debt and Credit Sources - Revolver and Term Loan Facility with Bank of America and Bank of the West (Details) - USD ($) $ in Millions | Jan. 26, 2023 | Sep. 12, 2022 | Apr. 02, 2023 | Dec. 31, 2015 |
4.00% convertible debentures due 2023 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4% | |||
Revolver and Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100 | |||
Increase in revolver commitments, amount | $ 100 | |||
Letters of credit outstanding, amount | $ 0 | |||
Revolver and Term Loan Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 0.50% | |||
Revolver and Term Loan Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.25% | |||
Revolver and Term Loan Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.35% | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | 98.8 | |||
Revolver | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | 95 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | ||
Related Party Transaction [Line Items] | ||||
Prepaid and other current assets | $ 5,018 | $ 3,959 | ||
Other long-term liabilities | [1] | 109,782 | 112,797 | |
Maxeon Solar | Corporate Joint Venture | ||||
Related Party Transaction [Line Items] | ||||
Purchases of photo-voltaic modules (recorded in cost of revenues) | 70,458 | $ 72,459 | ||
Research and development expenses reimbursement received | 464 | 9,474 | ||
Income (expense) from transition services agreement, net | (25) | (266) | ||
Sublease income (recorded in sales, general, and administrative expense) | 468 | $ 0 | ||
Prepaid and other current assets | 445 | 607 | ||
Accrued liabilities | 8,004 | 11,239 | ||
Accounts payable | 42,431 | 38,486 | ||
Other long-term liabilities | $ 1,458 | $ 1,458 | ||
[1]We have related-party balances for transactions made with TotalEnergies SE and its affiliates, Maxeon Solar Technologies, Ltd. (“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,” and “other long-term liabilities,” financial statement line items on our condensed consolidated balance sheets (see Note 2, Note 7, Note 8, and Note 10) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) | $ 1,227 | $ (11,643) | |
Loss from continuing operations before income taxes | 49,623 | $ 14,148 | |
Unrecognized tax benefits | 12,700 | $ 12,300 | |
Valuation allowance, deferred tax asset, increase | $ 400 |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Calculation of Basic and Diluted Net (Loss) Income per share Attributable (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Numerator: | ||
Net (loss) income attributable to stockholders - continuing operations1 | $ (50,684) | $ (2,166) |
Net (loss) income attributable to stockholders - discontinued operations | 0 | (25,705) |
Net (loss) income attributable to stockholders | $ (50,684) | $ (27,871) |
Denominator: | ||
Basic weighted-average common shares (in shares) | 174,528 | 173,376 |
Basic net (loss) income per share - continuing operations (in dollars per share) | $ (0.29) | $ (0.01) |
Dilutive net (loss) income per share - continuing operations (in dollars per share) | (0.29) | (0.01) |
Basic net loss per share - discontinued operations (in dollars per share) | 0 | (0.15) |
Dilutive net loss per share - discontinued operations (in dollars per share) | 0 | (0.15) |
Net income (loss) per share – basic (in dollars per share) | (0.29) | (0.16) |
Net income (loss) per share – diluted (in dollars per share) | $ (0.29) | $ (0.16) |
Net (Loss) Income Per Share - A
Net (Loss) Income Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
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) | 2,808 | 3,035 |
4.00% convertible debentures due 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Interest rate | 4% | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,001 | 17,068 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 6,877 | $ 5,401 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,249 | 955 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 528 | 569 |
Sales, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,100 | $ 3,877 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | May 01, 2023 | Apr. 30, 2023 |
Financing Commitment, SunStrong | ||
Subsequent Event [Line Items] | ||
Financing commitments | $ 450 | |
Financing Commitment, KKR Credit | ||
Subsequent Event [Line Items] | ||
Financing commitments | $ 550 | |
Solar loans, term | 15 months |