Restatement of Condensed Consolidated Financial Statements | RESTATEMENT OF 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 “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 sheet as of January 1, 2023, statements of operations for the three and nine months ended October 2, 2022, and statements of cash flows for the nine months ended October 2, 2022. The consolidated statements of comprehensive income (loss) and statements of equity for the three and nine months ended October 2, 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 for the three and nine months ended October 2, 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 Q3 2023 Form 10-Q. The restatement adjustments and their impacts on the previously issued condensed consolidated balance sheet as of January 1, 2023, the statements of operations for the three and nine months ended October 2, 2022, and the statement of cash flows for the nine months ended October 2, 2022 are described below. Description of Restatement Adjustments The categories of the restatement adjustments and their impact on the previously reported condensed consolidated balance sheet as of January 1, 2023, statements of operations for the three and nine months ended October 2, 2022, and statement of cash flows for the nine months ended October 2, 2022 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 as of January 1, 2023 and for the three and nine months ended October 2, 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 and nine months ended October 2, 2022 is a decrease to total cost of revenues of $2.9 million and an increase to total cost of revenues of $4.5 million, respectively. 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 and nine months ended October 2, 2022. • The aggregated impact to the condensed consolidated statements of operations for the three and nine months ended October 2, 2022 is a decrease to total cost of revenues of $11.5 million and $37.1 million, respectively, and an increase to sales, general, and administrative expenses of $11.5 million and $37.1 million, respectively. c. Other Restatement Adjustments - There are other restatement adjustments otherwise not described in items (a) to (b) above, which are individually and in the aggregate insignificant as of January 1, 2023 and for the three and nine months ended October 2, 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 January 1, 2023 and for the three and nine months ended October 2, 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 January 1, 2023 (In thousands) As Previously Reported Restatement Adjustments Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 377,026 $ — $ 377,026 Restricted cash and cash equivalents, current portion 9,855 813 c 10,668 Short-term investments 132,480 — 132,480 Accounts receivable, net 174,577 (4,903) c 169,674 Contract assets 50,692 6,378 c 57,070 Inventories 316,815 (21,084) a, c 295,731 Advances to suppliers, current portion 9,309 2,750 a 12,059 Prepaid expenses and other current assets 197,760 51 a, c 197,811 Total current assets 1,268,514 (15,995) 1,252,519 Restricted cash and cash equivalents, net of current portion 15,151 3,661 c 18,812 Property, plant and equipment, net 74,522 1,951 c 76,473 Operating lease right-of-use assets 36,926 — 36,926 Solar power systems leased, net 41,779 — 41,779 Goodwill 126,338 (340) c 125,998 Other intangible assets, net 24,192 — 24,192 Other long-term assets 192,585 (5,658) c 186,927 Total assets $ 1,780,007 $ (16,381) $ 1,763,626 Liabilities and Equity Current liabilities: Accounts payable $ 242,229 $ 910 a, c $ 243,139 Accrued liabilities 145,229 2,890 a, c 148,119 Operating lease liabilities, current portion 11,356 — 11,356 Contract liabilities, current portion 144,209 (2,346) c 141,863 Short-term debt, net 82,404 (164) c 82,240 Convertible debt, current portion 424,919 — 424,919 Current liabilities of discontinued operations — — — Total current liabilities 1,050,346 1,290 1,051,636 Long-term debt, net 308 — 308 Operating lease liabilities, net of current portion 29,347 — 29,347 Contract liabilities, net of current portion 11,555 33 c 11,588 Other long-term liabilities 112,797 1,905 c 114,702 Long-term liabilities of discontinued operations — — — Total liabilities 1,204,353 3,228 1,207,581 Commitments and contingencies (Note 10) Equity: Preferred stock — — — Common stock 174 — 174 Additional paid-in capital 2,855,930 — 2,855,930 Accumulated deficit (2,066,175) (19,609) a, c (2,085,784) Accumulated other comprehensive income 11,568 — 11,568 Treasury stock, at cost (226,646) — (226,646) Total stockholders' equity 574,851 (19,609) 555,242 Noncontrolling interests in subsidiaries 803 — 803 Total equity 575,654 (19,609) 556,045 Total liabilities and equity $ 1,780,007 $ (16,381) $ 1,763,626 Summary of Restatement - Condensed Consolidated Statements of Operations Three Months Ended Nine Months Ended October 2, 2022 October 2, 2022 (In thousands, except per share data) As Previously Reported Restatement Adjustments Restatement Reference As Restated As Previously Reported Restatement Adjustments Restatement Reference As Restated Total revenues $ 475,711 $ 682 c $ 476,393 $ 1,243,760 $ 215 c $ 1,243,975 Total cost of revenues 370,264 (10,536) a-c 359,728 984,505 (29,767) a-c 954,738 Gross profit 105,447 11,218 116,665 259,255 29,982 289,237 Operating expenses: Research and development 6,784 62 c 6,846 19,199 — 19,199 Sales, general, and administrative 87,124 14,061 b, c 101,185 257,163 37,249 b, c 294,412 Restructuring charges (credits) 111 — 111 244 — 244 (Income) expense from transition services agreement, net (1,059) — (1,059) (1,287) — (1,287) Total operating expenses 92,960 14,123 107,083 275,319 37,249 312,568 Operating income (loss) 12,487 (2,905) 9,582 (16,064) (7,267) (23,331) Other income (expense), net: Interest income 144 — 144 278 — 278 Interest expense (4,216) 504 c (3,712) (15,224) 1 c (15,223) Other, net 135,368 — 135,368 122,160 — 122,160 Other income (expense), net 131,296 504 131,800 107,214 1 107,215 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of unconsolidated investees 143,783 (2,401) 141,382 91,150 (7,266) 83,884 (Provision for) benefits from income taxes (3,109) 667 c (2,442) 5,308 1,172 c 6,480 Equity in earnings (losses) of unconsolidated investees 1,958 (22) c 1,936 1,958 (22) c 1,936 Net income (loss) from continuing operations 142,632 (1,756) 140,876 98,416 (6,116) 92,300 (Loss) income from discontinued operations before income taxes and equity in earnings (losses) of unconsolidated investees — (2,395) c (2,395) (47,155) (3,098) c (50,253) Benefits from (provision for) income taxes from discontinued operations — 358 c 358 584 214 c 798 Net (loss) income from discontinued operations — (2,037) (2,037) (46,571) (2,884) (49,455) Net income (loss) 142,632 (3,793) 138,839 51,845 (9,000) 42,845 Net (income) loss from continuing operations attributable to noncontrolling interests (3,225) — (3,225) (3,671) — (3,671) Net loss (income) from discontinued operations attributable to noncontrolling interests — — — 250 — 250 Net (income) loss attributable to noncontrolling interests (3,225) — (3,225) (3,421) — (3,421) Net income (loss) from continuing operations attributable to stockholders 139,407 (1,756) 137,651 94,745 (6,116) 88,629 Net (loss) income from discontinued operations attributable to stockholders — (2,037) (2,037) (46,321) (2,884) (49,205) Net income (loss) attributable to stockholders $ 139,407 $ (3,793) $ 135,614 $ 48,424 $ (9,000) $ 39,424 Net income (loss) per share attributable to stockholders - basic: Continuing operations $ 0.80 $ (0.01) a, c $ 0.79 $ 0.55 $ (0.04) a, c $ 0.51 Discontinued operations $ — $ (0.01) c $ (0.01) $ (0.27) $ (0.01) c $ (0.28) Net income (loss) per share – basic $ 0.80 $ (0.02) a, c $ 0.78 $ 0.28 $ (0.05) a, c $ 0.23 Net income (loss) per share attributable to stockholders - diluted: Continuing operations $ 0.74 $ (0.01) a, c $ 0.73 $ 0.54 $ (0.03) a, c $ 0.51 Discontinued operations $ — $ (0.01) c $ (0.01) $ (0.24) $ (0.02) c $ (0.26) Net income (loss) per share – diluted $ 0.74 $ (0.02) a, c $ 0.72 $ 0.30 $ (0.05) a, c $ 0.25 Weighted-average shares: Basic 174,118 — 174,118 173,815 — 173,815 Diluted 192,497 — 192,497 191,589 — 191,589 Summary of Restatement - Condensed Consolidated Statement of Cash Flows Nine Months Ended October 2, 2022 (In thousands) As Previously Reported Restatement Adjustments Restatement Reference As Restated Cash flows from operating activities: Net income (loss) $ 51,845 $ (9,000) a, c $ 42,845 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 21,704 557 c 22,261 Amortization of cloud computing arrangements 3,392 157 c 3,549 Stock-based compensation 19,056 — 19,056 Amortization of debt issuance costs 2,556 — 2,556 Equity in (earnings) losses of unconsolidated investees (1,958) 22 c (1,936) (Gain) loss on equity investments (120,965) — (120,965) Unrealized (gain) loss on derivatives (2,304) — (2,304) Dividend from equity method investees 133 — 133 Deferred income taxes (12,606) (53) c (12,659) Other, net 128 — 128 Changes in operating assets and liabilities: Accounts receivable (66,254) 452 c (65,802) Contract assets 2,326 (2,644) c (318) Inventories (22,787) 8,023 a, c (14,764) Project assets 295 — 295 Prepaid expenses and other assets (212,164) 7,176 a, c (204,988) Operating lease right-of-use assets 8,424 188 c 8,612 Advances to suppliers (6,288) — (6,288) Accounts payable and other accrued liabilities 77,844 (3,213) a, c 74,631 Contract liabilities 98,663 (366) c 98,297 Operating lease liabilities (10,906) (922) c (11,828) Net cash (used in) provided by operating activities (169,866) 377 (169,489) Cash flows from investing activities: Purchases of property, plant, and equipment (36,958) — (36,958) Investments in software development costs (4,225) — (4,225) Cash received from C&I Solutions sale, net of de-consolidated cash 146,303 — 146,303 Cash paid for equity investments under the Dealer Accelerator Program and other (30,920) — (30,920) Proceeds from sale of equity investment 440,108 — 440,108 Cash paid for investments in unconsolidated investees (5,742) — (5,742) Dividend from equity method investee, in excess of cumulative earnings 137 — 137 Net cash provided by (used in) investing activities 508,703 — 508,703 Cash flows from financing activities: Proceeds from bank loans and other debt 124,729 — 124,729 Repayment of bank loans and other debt (167,003) 102 c (166,901) Payments for financing leases (735) (29) c (764) Purchases of stock for tax withholding obligations on vested restricted stock (10,462) — (10,462) Net cash (used in) provided by financing activities (53,471) 73 (53,398) Net increase (decrease) in cash, cash equivalents, and restricted cash 285,366 450 285,816 Cash, cash equivalents, and restricted cash, beginning of period 148,613 3,986 152,599 Cash, cash equivalents, and restricted cash, end of period $ 433,979 $ 4,436 $ 438,415 Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: Cash and cash equivalents $ 396,510 $ — $ 396,510 Restricted cash and cash equivalents, current portion 13,204 805 c 14,009 Restricted cash and cash equivalents, net of current portion 24,265 3,631 c 27,896 Total cash, cash equivalents, and restricted cash $ 433,979 $ 4,436 $ 438,415 Supplemental disclosure of non-cash activities: Property, plant and equipment acquisitions funded by liabilities (including financing leases) $ 9,130 $ (48) c $ 9,082 Right-of-use assets obtained in exchange for lease obligations $ 14,005 $ (1,017) c $ 12,988 Working capital adjustment related to C&I Solutions sale $ 7,005 $ — $ 7,005 Supplemental cash flow disclosures: Cash paid for interest $ 20,323 $ — $ 20,323 Cash paid for income taxes $ 5,187 $ — $ 5,187 |