Restatement of Previously Issued Condensed Consolidated Financial Statements | RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Restatement Background On October 19, 2023, the Audit Committee of the Board of Directors (the “Board”) of the Company, based upon the recommendation of management, determined that our (i) audited consolidated financial statements included in our Annual Report on Form 10-K for the period ended January 1, 2023, filed with the SEC on March 10, 2023 (the “Original Form 10-K”), (ii) unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023, filed with the SEC on May 3, 2023 (the “Original Q1 2023 Form 10-Q”), and (iii) unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2023, filed with the SEC on August 2, 2023 (the “Q2 2023 Form 10-Q,” and collectively, the “Affected Periods”), as well as the relevant portions of any communication which describe or are based on such consolidated financial statements, should no longer be relied upon, and that the previously issued financial statements for the Affected Periods should be restated. This Note discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments on the condensed consolidated balance sheets, statements of operations, and statements of cash flows for the periods included in the Original Form 10-Q. The consolidated statements of comprehensive income (loss) and statements of equity for the three months ended April 2, 2023 and April 3, 2022 have also been restated for the correction to net income (loss). The unaudited condensed consolidated balance sheet as of January 1, 2023, and the unaudited condensed consolidated financial statements as of April 2, 2023 and for the three months ended April 2, 2023 and April 3, 2022, have been restated to reflect the corrections related to the value of consignment inventory of MI components at certain warehouse and third-party locations, and reclassification of certain expenses in our condensed consolidated statements of operations as further described below, along with other immaterial items pertaining to the periods noted above. The effects of the restatement, including the related income tax impacts, have been reflected in the impacted tables and footnotes throughout these condensed consolidated financial statements in this Amendment No. 1. The restatement adjustments and their impacts on the previously issued condensed consolidated financial statements included in the Original Q1 2023 Form 10-Q are described below. Description of Restatement Adjustments The categories of the restatement adjustments and their impact on the previously reported condensed consolidated financial statements included in the Original Q1 2023 Form 10-Q are described below. a. Inventory Related Adjustments - In the third quarter of fiscal year 2023, while reviewing our inventory account reconciliations, we identified that the consumption of certain MI costs in photo-voltaic module manufacturing had been inaccurately recorded starting in the first quarter of fiscal year 2022. This resulted in an overstatement of MI costs included in finished goods inventory, and an understatement of cost of revenues for the impacted periods. The impact of the correction is to recognize an increase in cost of revenues for the relevant MI costs, with a corresponding reduction to our finished goods inventory and increase in accrued liabilities related to additional accruals for sales and use taxes. In addition, we also identified other immaterial miscellaneous inventory-related misstatements during the first quarters of fiscal years 2023 and 2022, pertaining to the physical inventory counts and classifications between financial statement line items related to inventories. • The aggregated impact to the condensed consolidated statements of operations for the three months ended April 2, 2023 is a decrease to total cost of revenues of $0.3 million. The impact to the condensed consolidated balance sheets as of April 2, 2023 is a decrease in inventories of $19.4 million, an increase in advances to suppliers, current portion of $2.8 million, an increase in prepaid expenses and other current assets of $0.4 million, a decrease in accounts payable of $1.4 million, and an increase in accrued liabilities of $0.6 million. • The aggregated impact to the condensed consolidated statements of operations for the three months ended April 3, 2022 is an increase to total cost of revenues of $3.1 million. The impact to the condensed consolidated balance sheets as of January 1, 2023 is a decrease in inventories of $19.7 million, an increase in advances to suppliers, current portion of $2.8 million, an increase in prepaid expenses and other current assets of $2.4 million, an increase in accounts payable of $0.8 million, and an increase in accrued liabilities of $0.4 million. b. Classification of Expense in the Statements of Operations - In fiscal year 2023, we identified errors related to the classification of certain expenses as cost of revenues instead of operating expenses. This resulted in the reclassification of certain expenses from cost of revenues to selling, general, and administrative expense for the three months ended April 2, 2023 and April 3, 2022. • The aggregated impact to the condensed consolidated statements of operations for the three months ended April 2, 2023 is a decrease to total cost of revenues of $13.9 million and an increase to sales, general, and administrative expenses of $13.9 million. • The aggregated impact to the condensed consolidated statements of operations for the three months ended April 3, 2022 is a decrease to total cost of revenues of $10.8 million and an increase to sales, general, and administrative expenses of $10.8 million. c. Discontinued Operations - We determined that certain charges for changes in estimates related to indemnifications of warranty obligations and legal costs we have retained in connection with the sale of our C&I Solutions business to TotalEnergies Renewables should have been classified as discontinued operations instead of continuing operations in the condensed consolidated statements of operations for fiscal year 2022. • The impact to the condensed consolidated statements of operations for the three months ended April 2, 2023 is a decrease to total cost of revenues of $6.8 million and a decrease to sales, general and administrative expenses of $0.5 million, with an increase to discontinued operations by the total amount. d. Timing of Revenue Recognition for Certain Revenue Contracts - In the fourth quarter of fiscal year 2022, we determined that a portion of revenue earned from sales through our New Homes channel were incorrectly deferred. We concluded that our performance obligations related to these contracts had been satisfied and revenue should have been recognized. • The impact to the condensed consolidated statements of operations for the three months ended April 2, 2023 is a decrease in total revenues of $6.4 million and a decrease in total cost of revenues of $4.0 million. • The impact to the condensed consolidated balance sheets as of January 1, 2023 is an increase in contract assets of $6.4 million and a decrease in prepaid expenses and other current assets of $4.0 million. e. Other Restatement Adjustments - There are other restatement adjustments otherwise not described in items (a) through (d) above, which are individually and in the aggregate insignificant for the periods of the three months ended April 2, 2023 and April 3, 2022. Condensed Consolidated Financial Statements - Restatement Reconciliation Tables In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections , we are restating the previously issued condensed consolidated financial statements as of April 2, 2023 and January 1, 2023, and for the three months ended April 2, 2023 and April 3, 2022 to reflect the effects of the restatement adjustments, and to make certain corresponding disclosures. In the following tables, we have presented a reconciliation of our condensed consolidated balance sheets, statements of operations, and cash flows as previously reported for these periods to the restated and revised amounts. Summary of Restatement - Condensed Consolidated Balance Sheets April 2, 2023 January 1, 2023 (In thousands) As Previously Reported Restatement Impacts Restatement Reference As Restated As Previously Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 116,478 $ — $ 116,478 $ 377,026 $ — $ 377,026 Restricted cash and cash equivalents, current portion 9,634 837 e 10,471 9,855 813 e 10,668 Short-term investments — — — 132,480 — 132,480 Accounts receivable, net 194,231 3,267 e 197,498 174,577 (4,903) e 169,674 Contract assets 58,610 — 58,610 50,692 6,378 d 57,070 Inventories 381,847 (21,395) a, e 360,452 316,815 (21,084) a, e 295,731 Advances to suppliers, current portion 12,508 2,750 a 15,258 9,309 2,750 a 12,059 Prepaid expenses and other current assets 212,970 850 a, e 213,820 197,760 51 a, d, e 197,811 Total current assets 986,278 (13,691) 972,587 1,268,514 (15,995) 1,252,519 Restricted cash and cash equivalents, net of current portion 15,158 3,752 e 18,910 15,151 3,661 e 18,812 Property, plant and equipment, net 82,117 1,960 e 84,077 74,522 1,951 e 76,473 Operating lease right-of-use assets 36,302 — 36,302 36,926 — 36,926 Solar power systems leased, net 40,768 — 40,768 41,779 — 41,779 Goodwill 126,338 (340) e 125,998 126,338 (340) e 125,998 Other intangible assets, net 22,435 — 22,435 24,192 — 24,192 Other long-term assets 183,015 (6,075) e 176,940 192,585 (5,658) e 186,927 Total assets $ 1,492,411 $ (14,394) $ 1,478,017 $ 1,780,007 $ (16,381) $ 1,763,626 Liabilities and Equity Current liabilities: Accounts payable $ 225,143 $ (1,449) a $ 223,694 $ 242,229 $ 910 a, e $ 243,139 Accrued liabilities 164,210 3,225 a, e 167,435 145,229 2,890 a, e 148,119 Operating lease liabilities, current portion 11,589 — 11,589 11,356 — 11,356 Contract liabilities, current portion 161,289 1,054 e 162,343 144,209 (2,346) e 141,863 Short-term debt 121,473 3,871 e 125,344 82,404 (164) e 82,240 Convertible debt, current portion — — — 424,919 — 424,919 Total current liabilities 683,704 6,701 690,405 1,050,346 1,290 1,051,636 Long-term debt 155,969 — 155,969 308 — 308 Operating lease liabilities, net of current portion 28,362 — 28,362 29,347 — 29,347 Contract liabilities, net of current portion 11,305 34 e 11,339 11,555 33 e 11,588 Other long-term liabilities 109,782 2,432 e 112,214 112,797 1,905 e 114,702 Long-term liabilities of discontinued operations — — — — — — Total liabilities 989,122 9,167 998,289 1,204,353 3,228 1,207,581 Commitments and contingencies (Note 8) Equity: Preferred stock — — — — — — Common stock 175 — 175 174 — 174 Additional paid-in capital 2,839,233 — 2,839,233 2,855,930 — 2,855,930 Accumulated deficit (2,116,859) (23,561) a, d, e (2,140,420) (2,066,175) (19,609) a, d, e (2,085,784) Accumulated other comprehensive income 11,573 — 11,573 11,568 — 11,568 Treasury stock, at cost (231,717) — (231,717) (226,646) — (226,646) Total stockholders' equity 502,405 (23,561) 478,844 574,851 (19,609) 555,242 Noncontrolling interests in subsidiaries 884 — 884 803 — 803 Total equity 503,289 (23,561) 479,728 575,654 (19,609) 556,045 Total liabilities and equity $ 1,492,411 $ (14,394) $ 1,478,017 $ 1,780,007 $ (16,381) $ 1,763,626 Summary of Restatement - Condensed Consolidated Statements of Operations Three Months Ended April 2, 2023 April 3, 2022 (In thousands, except per share data) As Previously Reported Restatement Impacts Restatement Reference As Restated As Previously Reported Restatement Impacts Restatement Reference As Restated Total revenues $ 440,878 $ (6,611) d, e $ 434,267 $ 350,277 $ (159) e $ 350,118 Total cost of revenues 376,767 (23,538) a-e 353,229 277,968 (9,695) a, b, e 268,273 Gross profit 64,111 16,927 81,038 72,309 9,536 81,845 Operating expenses: Research and development 7,247 — 7,247 5,010 161 e 5,171 Sales, general, and administrative 90,881 13,437 b, c, e 104,318 76,996 10,871 b, e 87,867 Restructuring charges (credits) — — — 627 — 627 (Income) expense from transition services agreement, net (224) — (224) 266 — 266 Total operating expenses 97,904 13,437 111,341 82,899 11,032 93,931 Operating (loss) income (33,793) 3,490 (30,303) (10,590) (1,496) (12,086) Other (expense) income, net: Interest income 831 — 831 42 — 42 Interest expense (5,678) — (5,678) (5,044) (7) e (5,051) Other, net (10,983) — (10,983) 1,444 — 1,444 Other (expense) income, net (15,830) — (15,830) (3,558) (7) (3,565) (Loss) income from continuing operations before income taxes and equity in earnings (losses) of unconsolidated investees (49,623) 3,490 (46,133) (14,148) (1,503) (15,651) (Provision for) benefits from income taxes (1,227) (101) e (1,328) 11,643 (3,514) e 8,129 Equity in earnings (losses) of unconsolidated investees 247 (59) e 188 — — — Net (loss) income from continuing operations (50,603) 3,330 (47,273) (2,505) (5,017) (7,522) (Loss) income from discontinued operations before income taxes and equity in earnings (losses) of unconsolidated investees — (7,360) c (7,360) (26,298) — (26,298) Benefits from (provision for) income taxes from discontinued operations — 78 e 78 343 (10) e 333 Net (loss) income from discontinued operations — (7,282) (7,282) (25,955) (10) (25,965) Net (loss) income (50,603) (3,952) (54,555) (28,460) (5,027) (33,487) Net (income) loss from continuing operations attributable to noncontrolling interests (81) — (81) 339 — 339 Net loss (income) from discontinued operations attributable to noncontrolling interests — — — 250 — 250 Net (income) loss attributable to noncontrolling interests (81) — (81) 589 — 589 Net (loss) income from continuing operations attributable to stockholders (50,684) 3,330 (47,354) (2,166) (5,017) (7,183) Net (loss) income from discontinued operations attributable to stockholders — (7,282) (7,282) (25,705) (10) (25,715) Net (loss) income attributable to stockholders $ (50,684) $ (3,952) $ (54,636) $ (27,871) $ (5,027) $ (32,898) Net (loss) income per share attributable to stockholders - basic and diluted: Continuing operations $ (0.29) $ 0.02 a, c, d, e $ (0.27) $ (0.01) $ (0.03) a, e $ (0.04) Discontinued operations $ — $ (0.04) c, e $ (0.04) $ (0.15) $ — e $ (0.15) Net (loss) income per share - basic and diluted $ (0.29) $ (0.02) a, d, e $ (0.31) $ (0.16) $ (0.03) a, e $ (0.19) Weighted-average shares: Basic 174,528 — 174,528 173,376 — 173,376 Diluted 174,528 — 174,528 173,376 — 173,376 Summary of Restatement - Condensed Consolidated Statements of Cash Flows Three Months Ended April 2, 2023 April 3, 2022 (In thousands) As Previously Reported Restatement Impacts Restatement Reference As Restated As Previously Reported Restatement Impacts Restatement Reference As Restated Cash flows from operating activities: Net (loss) income $ (50,603) $ (3,952) a, d, e $ (54,555) $ (28,460) $ (5,027) a, e $ (33,487) Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 9,989 280 e 10,269 4,170 143 e 4,313 Amortization of cloud computing arrangements 1,673 67 e 1,740 495 22 e 517 Stock-based compensation 6,877 — 6,877 5,427 — 5,427 Amortization of debt issuance costs 617 — 617 726 — 726 Equity in (earnings) losses of unconsolidated investees (247) 59 e (188) — — — Loss (gain) on equity investments 10,805 — 10,805 (1,315) — (1,315) Unrealized loss (gain) on derivatives 3,334 — 3,334 — — — Dividend from equity method investees 371 — 371 — — — Deferred income taxes (815) — (815) (13,750) (417) e (14,167) Other, net 91 — 91 845 — 845 Changes in operating assets and liabilities: Accounts receivable (19,745) (8,170) e (27,915) (12,354) (176) e (12,530) Contract assets (7,918) 6,378 d (1,540) (6,519) (420) d (6,939) Inventories (65,032) 311 a, e (64,721) (35,081) 2,537 a, e (32,544) Project assets — — — 2,892 — 2,892 Prepaid expenses and other assets (12,199) (734) a, d, e (12,933) (86,502) 5,236 a, d, e (81,266) Operating lease right-of-use assets 2,710 — 2,710 2,415 227 e 2,642 Advances to suppliers (3,198) — (3,198) (2,222) — (2,222) Accounts payable and other accrued liabilities (26,557) (783) a, e (27,340) 41,444 (1,233) a, e 40,211 Contract liabilities 16,830 3,400 e 20,230 22,066 (2) e 22,064 Operating lease liabilities (2,063) (775) e (2,838) (3,027) (217) e (3,244) Net cash (used in) provided by operating activities (135,080) (3,919) (138,999) (108,750) 673 (108,077) Cash flows from investing activities: Purchases of property, plant, and equipment (11,943) — (11,943) (8,636) (577) e (9,213) Investments in software development costs (891) — (891) (1,521) — (1,521) Cash paid for equity investments under the Dealer Accelerator Program and other — — — (7,000) — (7,000) Proceeds from sale of equity investment 121,675 — 121,675 149,830 — 149,830 Cash paid for investments in unconsolidated investees (1,454) — (1,454) (154) — (154) Dividend from equity method investee, in excess of cumulative earnings 149 — 149 — — — Net cash provided by (used in) investing activities 107,536 — 107,536 132,519 (577) 131,942 Cash flows from financing activities: Proceeds from bank loans and other debt 245,764 — 245,764 21,458 — 21,458 Repayment of bank loans and other debt (48,146) 4,034 e (44,112) (23,944) 78 e (23,866) Repayment of convertible debt (424,991) — (424,991) — — — Payments for financing leases (775) — (775) — (11) e (11) Purchases of stock for tax withholding obligations on vested restricted stock (5,070) — (5,070) (7,332) — (7,332) Net cash (used in) provided by financing activities (233,218) 4,034 (229,184) (9,818) 67 (9,751) Net (decrease) increase in cash, cash equivalents, and restricted cash (260,762) 115 (260,647) 13,951 163 14,114 Cash, cash equivalents, and restricted cash, beginning of period 402,032 4,474 e 406,506 148,613 3,986 e 152,599 Cash, cash equivalents, and restricted cash, end of period $ 141,270 $ 4,589 $ 145,859 $ 162,564 $ 4,149 $ 166,713 Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: Cash and cash equivalents $ 116,478 $ — $ 116,478 $ 142,250 $ — $ 142,250 Restricted cash and cash equivalents, current portion 9,634 837 e 10,471 681 747 e 1,428 Restricted cash and cash equivalents, net of current portion 15,158 3,752 e 18,910 12,857 3,402 e 16,259 Cash, cash equivalents, and restricted cash from discontinued operations — — — 6,776 — 6,776 Total cash, cash equivalents, and restricted cash $ 141,270 $ 4,589 $ 145,859 $ 162,564 $ 4,149 $ 166,713 Supplemental disclosure of non-cash activities: Property, plant and equipment acquisitions funded by liabilities (including financing leases) $ 3,505 $ — $ 3,505 $ 922 $ 911 e $ 1,833 Right-of-use assets obtained in exchange for lease obligations $ 2,086 $ — $ 2,086 $ 877 $ (485) e $ 392 Working capital adjustment related to C&I Solutions sale $ 23,880 $ — $ 23,880 $ — $ — $ — Supplemental cash flow disclosures: Cash paid for interest $ 11,969 $ — $ 11,969 $ 9,874 $ — $ 9,874 Cash paid for income taxes $ 184 $ — $ 184 $ 250 $ — $ 250 |