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|
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Delaware
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94-3008969
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement
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Item 2.02.
|
Results of Operations and Financial Condition.
|
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
|
Description
|
|
|
10.1
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Letter Agreement, dated May 8, 2017, by and between SunPower Corporation and Total S.A.
|
99.1
|
Press release dated May 9, 2017
|
|
|
|
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SUNPOWER CORPORATION
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|
|
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May 9, 2017
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By:
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/
S
/ CHARLES D. BOYNTON
|
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Name:
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Charles D. Boynton
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
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Exhibit No.
|
Description
|
|
|
10.1
|
Letter Agreement, dated May 8, 2017, by and between SunPower Corporation and Total S.A.
|
99.1
|
Press release dated May 9, 2017
|
SunPower Corporation
77 Rio Robles,
San Jose, CA 95134
Attention: Tom Werner, Chief Executive Officer
|
|
|
|
($ Millions, except percentages and per-share data)
|
1st Quarter 2017
|
4th Quarter 2016
|
1st Quarter 2016
|
GAAP revenue
|
$399.1
|
$1,024.9
|
$384.9
|
GAAP gross margin
|
(7.8)%
|
(3.1)%
|
13.4%
|
GAAP net loss
|
$(134.5)
|
$(275.1)
|
$(85.4)
|
GAAP net loss per diluted share
|
$(0.97)
|
$(1.99)
|
$(0.62)
|
Non-GAAP revenue
1
|
$429.5
|
$1,097.3
|
$433.6
|
Non-GAAP gross margin
1,2
|
6.5%
|
6.4%
|
16.5%
|
Non-GAAP net income (loss)
1,2
|
$(50.4)
|
$3.3
|
$(28.5)
|
Non-GAAP net income (loss) per diluted share
1,2
|
$(0.36)
|
$0.02
|
$(0.21)
|
Adjusted EBITDA
1,2
|
$8.6
|
$71.4
|
$19.0
|
Operating cash flow
|
$(126.9)
|
$484.8
|
$(369.9)
|
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
139
|
|
|
139
|
|
||
Additional paid-in capital
|
2,417,053
|
|
|
2,410,395
|
|
||
Accumulated deficit
|
(1,398,504
|
)
|
|
(1,218,681
|
)
|
||
Accumulated other comprehensive loss
|
(10,145
|
)
|
|
(7,238
|
)
|
||
Treasury stock, at cost
|
(180,845
|
)
|
|
(176,783
|
)
|
||
Total stockholders' equity
|
827,698
|
|
|
1,007,832
|
|
||
Noncontrolling interests in subsidiaries
|
106,353
|
|
|
79,488
|
|
||
Total equity
|
934,051
|
|
|
1,087,320
|
|
||
Total liabilities and equity
|
$
|
4,326,393
|
|
|
$
|
4,567,167
|
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Residential
|
|
$
|
136,031
|
|
|
$
|
220,464
|
|
|
$
|
151,807
|
|
Commercial
|
|
108,263
|
|
|
146,874
|
|
|
52,241
|
|
|||
Power Plant
|
|
154,782
|
|
|
657,551
|
|
|
180,827
|
|
|||
Total revenue
|
|
399,076
|
|
|
1,024,889
|
|
|
384,875
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Residential
|
|
120,757
|
|
|
207,604
|
|
|
118,160
|
|
|||
Commercial
|
|
110,629
|
|
|
171,344
|
|
|
45,226
|
|
|||
Power Plant
|
|
198,622
|
|
|
678,014
|
|
|
169,952
|
|
|||
Total cost of revenue
|
|
430,008
|
|
|
1,056,962
|
|
|
333,338
|
|
|||
Gross margin
|
|
(30,932
|
)
|
|
(32,073
|
)
|
|
51,537
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
20,515
|
|
|
23,860
|
|
|
32,706
|
|
|||
Selling, general and administrative
|
|
67,403
|
|
|
66,517
|
|
|
97,791
|
|
|||
Restructuring charges
|
|
9,790
|
|
|
175,774
|
|
|
96
|
|
|||
Total operating expenses
|
|
97,708
|
|
|
266,151
|
|
|
130,593
|
|
|||
Operating loss
|
|
(128,640
|
)
|
|
(298,224
|
)
|
|
(79,056
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
||||||
Interest income
|
|
938
|
|
|
519
|
|
|
697
|
|
|||
Interest expense
|
|
(20,769
|
)
|
|
(18,091
|
)
|
|
(12,881
|
)
|
|||
Other, net
|
|
(2,190
|
)
|
|
8,184
|
|
|
(6,232
|
)
|
|||
Other expense, net
|
|
(22,021
|
)
|
|
(9,388
|
)
|
|
(18,416
|
)
|
|||
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
(150,661
|
)
|
|
(307,612
|
)
|
|
(97,472
|
)
|
|||
Benefit from (provision for) income taxes
|
|
(2,031
|
)
|
|
9,559
|
|
|
(3,181
|
)
|
|||
Equity in earnings (loss) of unconsolidated investees
|
|
1,052
|
|
|
3,714
|
|
|
(764
|
)
|
|||
Net loss
|
|
(151,640
|
)
|
|
(294,339
|
)
|
|
(101,417
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
17,161
|
|
|
19,221
|
|
|
16,008
|
|
|||
Net loss attributable to stockholders
|
|
$
|
(134,479
|
)
|
|
$
|
(275,118
|
)
|
|
$
|
(85,409
|
)
|
|
|
|
|
|
|
|
||||||
Net loss per share attributable to stockholders:
|
|
|
|
|
|
|
||||||
- Basic
|
|
$
|
(0.97
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(0.62
|
)
|
- Diluted
|
|
$
|
(0.97
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(0.62
|
)
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
- Basic
|
|
138,902
|
|
|
138,442
|
|
|
137,203
|
|
|||
- Diluted
|
|
138,902
|
|
|
138,442
|
|
|
137,203
|
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
|
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(151,640
|
)
|
|
$
|
(294,339
|
)
|
|
$
|
(101,417
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
42,084
|
|
|
51,367
|
|
|
42,117
|
|
|||
Stock-based compensation
|
|
7,375
|
|
|
12,596
|
|
|
16,520
|
|
|||
Non-cash interest expense
|
|
2,958
|
|
|
94
|
|
|
346
|
|
|||
Non-cash restructuring charges
|
|
—
|
|
|
148,791
|
|
|
—
|
|
|||
Dividend from 8point3 Energy Partners LP
|
|
7,192
|
|
|
6,949
|
|
|
—
|
|
|||
Equity in earnings (loss) of unconsolidated investees
|
|
(1,052
|
)
|
|
(3,714
|
)
|
|
764
|
|
|||
Excess tax benefit from stock-based compensation
|
|
—
|
|
|
(4,032
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
227
|
|
|
(9,402
|
)
|
|
(762
|
)
|
|||
Other, net
|
|
4,777
|
|
|
988
|
|
|
890
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
51,669
|
|
|
3,097
|
|
|
12,561
|
|
|||
Costs and estimated earnings in excess of billings
|
|
11,298
|
|
|
(7,381
|
)
|
|
(17,525
|
)
|
|||
Inventories
|
|
(40,004
|
)
|
|
30,698
|
|
|
(18,248
|
)
|
|||
Project assets
|
|
37,192
|
|
|
467,893
|
|
|
(179,376
|
)
|
|||
Prepaid expenses and other assets
|
|
85,251
|
|
|
(20,535
|
)
|
|
(45,441
|
)
|
|||
Long-term financing receivables, net
|
|
(30,643
|
)
|
|
(35,999
|
)
|
|
(44,011
|
)
|
|||
Advances to suppliers
|
|
13,701
|
|
|
29,338
|
|
|
11,913
|
|
|||
Accounts payable and other accrued liabilities
|
|
(198,119
|
)
|
|
133,278
|
|
|
(69,974
|
)
|
|||
Billings in excess of costs and estimated earnings
|
|
(61,022
|
)
|
|
(22,325
|
)
|
|
26,866
|
|
|||
Customer advances
|
|
91,863
|
|
|
(2,529
|
)
|
|
(5,124
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
(126,893
|
)
|
|
484,833
|
|
|
(369,901
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(27,877
|
)
|
|
(37,619
|
)
|
|
(47,044
|
)
|
|||
Cash paid for solar power systems, leased and to be leased
|
|
(18,217
|
)
|
|
(19,872
|
)
|
|
(23,238
|
)
|
|||
Cash paid for solar power systems
|
|
(4,605
|
)
|
|
(36,464
|
)
|
|
—
|
|
|||
Payments to 8point3 Energy Partners LP attributable to real estate projects and residential lease portfolio
|
|
—
|
|
|
—
|
|
|
(9,968
|
)
|
|||
Purchases of marketable securities
|
|
—
|
|
|
(4,955
|
)
|
|
—
|
|
|||
Cash paid for investments in unconsolidated investees
|
|
(10,142
|
)
|
|
(501
|
)
|
|
(9,752
|
)
|
|||
Cash paid for intangibles
|
|
—
|
|
|
(521
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(60,841
|
)
|
|
(99,932
|
)
|
|
(90,002
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Cash paid for acquisitions
|
|
—
|
|
|
(5,714
|
)
|
|
—
|
|
|||
Proceeds from bank loans and other debt
|
|
110,763
|
|
|
113,645
|
|
|
—
|
|
|||
Repayment of bank loans and other debt
|
|
(129,027
|
)
|
|
(128,029
|
)
|
|
(7,725
|
)
|
Proceeds from issuance of non-recourse residential financing, net of issuance costs
|
|
20,580
|
|
|
41,128
|
|
|
28,339
|
|
|||
Repayment of non-recourse residential financing
|
|
(1,298
|
)
|
|
(1,225
|
)
|
|
(1,065
|
)
|
|||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
49,030
|
|
|
54,611
|
|
|
24,082
|
|
|||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
(3,763
|
)
|
|
(5,620
|
)
|
|
(5,309
|
)
|
|||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs
|
|
121,818
|
|
|
136,536
|
|
|
79,440
|
|
|||
Repayment of non-recourse power plant and commercial financing
|
|
(28,964
|
)
|
|
(537,671
|
)
|
|
(37,301
|
)
|
|||
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
(4,062
|
)
|
|
(564
|
)
|
|
(18,876
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
135,077
|
|
|
(332,903
|
)
|
|
61,585
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
788
|
|
|
(745
|
)
|
|
774
|
|
|||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
(51,869
|
)
|
|
51,253
|
|
|
(397,544
|
)
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period
|
|
514,212
|
|
|
462,959
|
|
|
1,020,764
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period
|
|
$
|
462,343
|
|
|
$
|
514,212
|
|
|
$
|
623,220
|
|
|
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
|
||||||
Assignment of residential lease receivables to third parties
|
|
$
|
18
|
|
|
$
|
568
|
|
|
$
|
1,097
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
|
13,389
|
|
|
13,439
|
|
|
15,085
|
|
|||
Costs of solar power systems, leased and to be leased, funded by liabilities
|
|
3,169
|
|
|
3,026
|
|
|
9,050
|
|
|||
Costs of solar power systems under sale-leaseback financing arrangements sourced from project assets
|
|
52,917
|
|
|
20,596
|
|
|
—
|
|
|||
Property, plant and equipment acquisitions funded by liabilities
|
|
44,966
|
|
|
43,817
|
|
|
81,369
|
|
|||
Net reclassification of cash proceeds offset by project assets in connection with the deconsolidation of assets sold to the 8point3 Group
|
|
2,615
|
|
|
2,274
|
|
|
8,726
|
|
|||
Acquisition funded by liabilities
|
|
—
|
|
|
103,354
|
|
|
—
|
|
•
|
8point3. In 2015, 8point3 Energy Partners LP ("8point3 Energy Partners"), a joint YieldCo vehicle, was formed by the company and First Solar, Inc. ("First Solar" and, together with the company, the "Sponsors") to own, operate and acquire solar energy generation assets. Class A shares of 8point3 Energy Partners are now listed on the NASDAQ Global Select Market under the trading symbol “CAFD.” Immediately after the IPO, the company contributed a portfolio of 170 MW of its solar generation assets (the “SPWR Projects”) to 8point3 Operating Company, LLC ("OpCo"), 8point3 Energy Partners' primary operating subsidiary. In exchange for the SPWR Projects, the company received cash proceeds as well as equity interests in several 8point3 Energy Partners affiliated entities: primarily common and subordinated units representing a 40.7% stake in OpCo and a 50.0% economic and management stake in 8point3 Holding Company, LLC (“Holdings”), the parent company of the general partner of 8point3 Energy Partners and the owner of incentive distribution rights in OpCo. Holdings, OpCo, 8point3 Energy Partners and their respective subsidiaries are referred to herein as the “8point3 Group” or “8point3.”
|
•
|
Utility and power plant projects. The company includes adjustments related to the revenue recognition of certain utility and power plant projects based on percentage-of-completion accounting and, when relevant, the allocation of revenue and margin to the company’s project development efforts at the time of initial project sale. Under GAAP, such projects are accounted for under real estate accounting guidance, under which no separate allocation to the company’s project development efforts occurs and the amount of revenue and margin that is recognized may be limited in circumstances where the company has certain forms of continuing involvement in the project. Over the life of each project, cumulative revenue and gross margin will eventually be equivalent under both GAAP and IFRS; however, revenue and gross margin will generally be recognized earlier under IFRS. Within each project, the relationship between the adjustments to revenue and gross margins is generally consistent. However, as the company may have multiple utility and power plant projects in differing stages of progress at any given time, the relationship in the aggregate will occasionally appear otherwise.
|
•
|
Sale of operating lease assets. The company includes adjustments related to the revenue recognition on the sale of certain solar assets subject to an operating lease (or of solar assets that are leased by or intended to be leased by the third-party purchaser to another party) based on the net proceeds received from the purchaser. Under GAAP, these sales are accounted for as borrowing transactions in accordance with lease accounting guidance. Under such guidance, revenue and profit recognition is based on rental payments made by the end lessee, and the net proceeds from the purchaser are recorded as a non-recourse borrowing liability, with imputed interest expense recorded on the liability. This treatment continues until the company has transferred the substantial risks of ownership, as defined by lease accounting guidance, to the purchaser, at which point the sale is recognized.
|
•
|
Sale-leaseback transactions. The company includes adjustments related to the revenue recognition on certain sale-leaseback transactions based on the net proceeds received from the buyer-lessor. Under GAAP, these transactions are accounted for under the financing method in accordance with real estate accounting guidance. Under such guidance, no revenue or profit is recognized at the inception of the transaction, and the net proceeds from the buyer-lessor are recorded as a financing liability. Imputed interest is recorded on the liability equal to the company’s incremental borrowing rate adjusted solely to prevent negative amortization.
|
•
|
Stock-based compensation. Stock-based compensation relates primarily to the company’s equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict. Management believes that this adjustment for stock-based compensation provides investors with a basis to measure the company's core performance, including compared with the performance of other companies, without the period-to-period variability created by stock-based compensation.
|
•
|
Amortization of intangible assets. The company incurs amortization of intangible assets as a result of acquisitions, which includes patents, purchased technology, project pipeline assets, and in-process research and development. Management believes that it is appropriate to exclude these amortization charges from the company’s non-GAAP financial measures as they arise from prior acquisitions, are not reflective of ongoing operating results, and do not contribute to a meaningful evaluation of a company’s past operating performance.
|
•
|
Non-cash interest expense. The company incurs non-cash interest expense related to the amortization of items such as original issuance discounts on its debt. The company excludes non-cash interest expense because the expense does not reflect its financial results in the period incurred. Management believes that this adjustment for non-cash interest expense provides investors with a basis to evaluate the company's performance, including compared with the performance of other companies, without non-cash interest expense.
|
•
|
Restructuring expense. The company incurs restructuring expenses related to reorganization plans aimed towards realigning resources consistent with the company’s global strategy and improving its overall operating efficiency and cost structure. Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although the company has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from the company's non-GAAP financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of a company's past operating performance.
|
•
|
IPO-related costs. Costs incurred related to the IPO of 8point3 included legal, accounting, advisory, valuation, and other expenses, as well as modifications to or terminations of certain existing financing structures in preparation for the sale to 8point3. As these costs are non-recurring in nature, excluding this data provides investors with a basis to evaluate the company's performance, including compared with the performance of other companies, without similar impacts.
|
•
|
Cost of above-market polysilicon. The Company has entered in previous years into multiple long-term, fixed-price supply agreements to purchase polysilicon for periods of up to 10 years. The prices in these supply agreements, which incorporate a cash portion and a non-cash portion attributable to the amortization of prepayments made under the agreements, significantly exceed market prices. Additionally, in order to reduce inventory and improve working capital, the Company has periodically elected to sell polysilicon inventory in the marketplace at prices below the Company’s purchase price, thereby incurring a loss. Management believes that it is appropriate to exclude the impact of its above-market cost of polysilicon, including the effect of above-market polysilicon on product costs, losses incurred on sales of polysilicon to third parties, and inventory reserves and project asset impairments from the company's non-GAAP financial measures as they are not reflective of ongoing operating results and does not contribute to a meaningful evaluation of a company's past operating performance.
|
•
|
Other. The company combines amounts previously disclosed under separate captions into “Other” when amounts do not have a significant impact on the presented fiscal periods. Management believes that these adjustments provide investors with a basis to evaluate the company's performance, including compared with the performance of other companies, without similar impacts.
|
•
|
Tax effect. This amount is used to present each of the adjustments described above on an after-tax basis in connection with the presentation of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share. The company's non-GAAP tax amount is based on estimated cash tax expense and reserves. The company forecasts its annual cash tax liability and allocates the tax to each quarter in a manner generally consistent with its GAAP methodology. This approach is designed to enhance investors’ ability to understand the impact of the company's tax expense on its current operations, provide improved modeling
|
•
|
Adjusted EBITDA adjustments. When calculating Adjusted EBITDA, in addition to adjustments described above, the company excludes the impact during the period of the following items:
|
•
|
Cash interest expense, net of interest income
|
•
|
Provision for (benefit from) income taxes
|
•
|
Depreciation
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
GAAP revenue
|
|
$
|
399,076
|
|
|
$
|
1,024,889
|
|
|
$
|
384,875
|
|
Adjustments based on IFRS:
|
|
|
|
|
|
|
||||||
8point3
|
|
713
|
|
|
44,991
|
|
|
(15,174
|
)
|
|||
Utility and power plant projects
|
|
(23,780
|
)
|
|
(4,047
|
)
|
|
53,538
|
|
|||
Sale of operating lease assets
|
|
—
|
|
|
(34,406
|
)
|
|
10,403
|
|
|||
Sale-leaseback transactions
|
|
53,478
|
|
|
65,887
|
|
|
—
|
|
|||
Non-GAAP revenue
|
|
$
|
429,487
|
|
|
$
|
1,097,314
|
|
|
$
|
433,642
|
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
GAAP gross margin
|
|
$
|
(30,932
|
)
|
|
$
|
(32,073
|
)
|
|
$
|
51,537
|
|
Adjustments based on IFRS:
|
|
|
|
|
|
|
||||||
8point3
|
|
1,189
|
|
|
1,576
|
|
|
(4,642
|
)
|
|||
Utility and power plant projects
|
|
27,174
|
|
|
2,542
|
|
|
3,557
|
|
|||
Sale of operating lease assets
|
|
—
|
|
|
(10,105
|
)
|
|
3,112
|
|
|||
Sale-leaseback transactions
|
|
(3,144
|
)
|
|
8,278
|
|
|
—
|
|
|||
Other adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
|
1,184
|
|
|
4,959
|
|
|
4,125
|
|
|||
Amortization of intangible assets
|
|
2,567
|
|
|
2,568
|
|
|
1,014
|
|
|||
Non-cash interest expense
|
|
10
|
|
|
70
|
|
|
319
|
|
|||
Cost of above-market polysilicon
|
|
29,815
|
|
|
92,235
|
|
|
12,714
|
|
|||
Non-GAAP gross margin
|
|
$
|
27,863
|
|
|
$
|
70,050
|
|
|
$
|
71,736
|
|
|
|
|
|
|
|
|
||||||
GAAP gross margin (%)
|
|
(7.8
|
)%
|
|
(3.1
|
)%
|
|
13.4
|
%
|
|||
Non-GAAP gross margin (%)
|
|
6.5
|
%
|
|
6.4
|
%
|
|
16.5
|
%
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
GAAP net loss attributable to stockholders
|
|
$
|
(134,479
|
)
|
|
$
|
(275,118
|
)
|
|
$
|
(85,409
|
)
|
Adjustments based on IFRS:
|
|
|
|
|
|
|
||||||
8point3
|
|
8,101
|
|
|
6,301
|
|
|
10,719
|
|
|||
Utility and power plant projects
|
|
27,174
|
|
|
2,542
|
|
|
3,557
|
|
|||
Sale of operating lease assets
|
|
—
|
|
|
(10,086
|
)
|
|
3,120
|
|
|||
Sale-leaseback transactions
|
|
(1,842
|
)
|
|
8,435
|
|
|
—
|
|
|||
Other adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
|
7,375
|
|
|
12,596
|
|
|
16,520
|
|
|||
Amortization of intangible assets
|
|
3,026
|
|
|
3,018
|
|
|
8,165
|
|
|||
Non-cash interest expense
|
|
35
|
|
|
94
|
|
|
346
|
|
|||
Restructuring expense
|
|
9,790
|
|
|
175,774
|
|
|
96
|
|
|||
IPO-related costs
|
|
114
|
|
|
(339
|
)
|
|
—
|
|
|||
Cost of above-market polysilicon
|
|
29,815
|
|
|
92,235
|
|
|
12,714
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Tax effect
|
|
513
|
|
|
(12,200
|
)
|
|
1,684
|
|
|||
Non-GAAP net income (loss) attributable to stockholders
|
|
$
|
(50,378
|
)
|
|
$
|
3,252
|
|
|
$
|
(28,487
|
)
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
Net income (loss) per diluted share
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
GAAP net loss available to common stockholders
1
|
|
$
|
(134,479
|
)
|
|
$
|
(275,118
|
)
|
|
$
|
(85,409
|
)
|
Non-GAAP net income (loss) available to common stockholders
1
|
|
$
|
(50,378
|
)
|
|
$
|
3,252
|
|
|
$
|
(28,487
|
)
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
GAAP weighted-average shares
|
|
138,902
|
|
|
138,442
|
|
|
137,203
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Upfront Warrants (held by Total)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Warrants (under the CSO2015)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
0.75% debentures due 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP weighted-average shares
1
|
|
138,902
|
|
|
138,442
|
|
|
137,203
|
|
|||
|
|
|
|
|
|
|
||||||
GAAP net loss per diluted share
|
|
$
|
(0.97
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(0.62
|
)
|
Non-GAAP net income (loss) per diluted share
|
|
$
|
(0.36
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.21
|
)
|
1
|
In accordance with the if-converted method, net income (loss) available to common stockholders excludes interest expense related to the 0.75%, 0.875% and 4.0% debentures if the debentures are considered converted in the calculation of net income (loss) per diluted share. If the conversion option for a debenture is not in the money for the relevant period, the potential conversion of the debenture under the if-converted method is excluded from the calculation of non-GAAP net income (loss) per diluted share.
|
|
|
THREE MONTHS ENDED
|
||||||||||
|
|
Apr. 2, 2017
|
|
Jan. 1, 2017
|
|
Apr. 3, 2016
|
||||||
GAAP net loss attributable to stockholders
|
|
$
|
(134,479
|
)
|
|
$
|
(275,118
|
)
|
|
$
|
(85,409
|
)
|
Adjustments based on IFRS:
|
|
|
|
|
|
|
||||||
8point3
|
|
8,101
|
|
|
6,301
|
|
|
10,719
|
|
|||
Utility and power plant projects
|
|
27,174
|
|
|
2,542
|
|
|
3,557
|
|
|||
Sale of operating lease assets
|
|
—
|
|
|
(10,086
|
)
|
|
3,120
|
|
|||
Sale-leaseback transactions
|
|
(1,842
|
)
|
|
8,435
|
|
|
—
|
|
|||
Other adjustments:
|
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
|
7,375
|
|
|
12,596
|
|
|
16,520
|
|
|||
Amortization of intangible assets
|
|
3,026
|
|
|
3,018
|
|
|
8,165
|
|
|||
Non-cash interest expense
|
|
35
|
|
|
94
|
|
|
346
|
|
|||
Restructuring expense
|
|
9,790
|
|
|
175,774
|
|
|
96
|
|
|||
IPO-related costs
|
|
114
|
|
|
(339
|
)
|
|
—
|
|
|||
Cost of above-market polysilicon
|
|
29,815
|
|
|
92,235
|
|
|
12,714
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Cash interest expense, net of interest income
|
|
18,529
|
|
|
17,416
|
|
|
12,184
|
|
|||
Provision for (benefit from) income taxes
|
|
2,031
|
|
|
(9,559
|
)
|
|
3,181
|
|
|||
Depreciation
|
|
38,932
|
|
|
48,099
|
|
|
33,826
|
|
|||
Adjusted EBITDA
|
|
$
|
8,601
|
|
|
$
|
71,408
|
|
|
$
|
19,020
|
|
(in thousands except percentages)
|
Q2 2017
|
FY 2017
|
Revenue (GAAP)
|
$275,000-$325,000
|
$1,800,000-$2,300,000
|
Revenue (non-GAAP)
1
|
$275,000-$325,000
|
$2,100,000-$2,600,000
|
Gross margin (GAAP)
|
(3)%-(1)%
|
N/A
|
Gross margin (non-GAAP)
2
|
2%-4%
|
N/A
|
Net loss (GAAP)
|
$(135,000)-$(110,000)
|
N/A
|
Adjusted EBITDA
3
|
$(25,000)-0
|
N/A
|
1.
|
Estimated non-GAAP amounts above for fiscal 2017 include net adjustments that increase revenue by approximately $300 million related to sale-leaseback transactions.
|
2.
|
Estimated non-GAAP amounts above for Q2 2017 include net adjustments that increase gross margin by approximately $1 million related to stock-based compensation expense, $1 million related to amortization of intangible assets, and $13 million related to cost of above-market polysilicon.
|
3.
|
Estimated Adjusted EBITDA amounts above for Q2 2017 include net adjustments that decrease net loss by approximately $8 million related to stock-based compensation expense, $3 million related to amortization of intangible assets, $1 million related to non-cash interest expense, $18 million related to restructuring, $20 million related to interest expense, $3 million related to income taxes, $44 million related to depreciation, and $13 million related to cost of above-market polysilicon.
|
|
|
April 2, 2017
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross Margin
|
|
Operating expenses
|
|
Other
income
(expense),
net
|
|
Benefit
from
(provision
for)
income
taxes
|
|
Equity in earnings of unconsolidated investees
|
|
Net income (loss) attributable to stockholders
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Research
and
development
|
|
Selling,
general
and
administrative
|
|
Restructuring
charges
|
|
||||||||||||||||||||||||||||||||||||
GAAP
|
|
$
|
136,031
|
|
|
$
|
108,263
|
|
|
$
|
154,782
|
|
|
$
|
15,274
|
|
|
11.2
|
%
|
|
$
|
(2,366
|
)
|
|
(2.2
|
)%
|
|
$
|
(43,840
|
)
|
|
(28.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(134,479
|
)
|
||||||
Adjustments based on IFRS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
8point3
|
|
(1,337
|
)
|
|
2,667
|
|
|
(617
|
)
|
|
(503
|
)
|
|
|
|
1,693
|
|
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,066
|
|
|
—
|
|
|
846
|
|
|
8,101
|
|
||||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(23,780
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
27,174
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,174
|
|
||||||||||
Sale-leaseback transactions
|
|
—
|
|
|
23,041
|
|
|
30,437
|
|
|
—
|
|
|
|
|
(2,665
|
)
|
|
|
|
(479
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,302
|
|
|
—
|
|
|
—
|
|
|
(1,842
|
)
|
||||||||||
Other adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|
|
|
249
|
|
|
|
|
725
|
|
|
|
|
1,528
|
|
|
4,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,375
|
|
||||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,214
|
|
|
|
|
836
|
|
|
|
|
517
|
|
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,026
|
|
||||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
|
4
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||||||||
Restructuring expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
9,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,790
|
|
||||||||||
IPO-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
||||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,351
|
|
|
|
|
7,132
|
|
|
|
|
18,332
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,815
|
|
||||||||||
Tax effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
513
|
|
|
—
|
|
|
513
|
|
||||||||||
Non-GAAP
|
|
$
|
134,694
|
|
|
$
|
133,971
|
|
|
$
|
160,822
|
|
|
$
|
20,550
|
|
|
15.3
|
%
|
|
$
|
4,882
|
|
|
3.6
|
%
|
|
$
|
2,431
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(50,378
|
)
|
|
|
January 1, 2017
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross Margin
|
|
Operating expenses
|
|
Other
income
(expense),
net
|
|
Benefit
from
(provision
for)
income
taxes
|
|
Equity in earnings of unconsolidated investees
|
|
Net income (loss) attributable to stockholders
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Research
and
development
|
|
Selling,
general
and
administrative
|
|
Restructuring
charges
|
|
||||||||||||||||||||||||||||||||||||
GAAP
|
|
$
|
220,464
|
|
|
$
|
146,874
|
|
|
$
|
657,551
|
|
|
$
|
12,860
|
|
|
5.8
|
%
|
|
$
|
(24,470
|
)
|
|
(16.7
|
)%
|
|
$
|
(20,463
|
)
|
|
(3.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(275,118
|
)
|
||||||
Adjustments based on IFRS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
8point3
|
|
(1,313
|
)
|
|
2,189
|
|
|
44,115
|
|
|
(503
|
)
|
|
|
|
1,410
|
|
|
|
|
669
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
|
—
|
|
|
3,650
|
|
|
6,301
|
|
||||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(4,047
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
2,542
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,542
|
|
||||||||||
Sale of operating lease assets
|
|
(34,406
|
)
|
|
—
|
|
|
—
|
|
|
(10,105
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
(10,086
|
)
|
||||||||||
Sale-leaseback transactions
|
|
—
|
|
|
65,887
|
|
|
—
|
|
|
—
|
|
|
|
|
8,278
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
8,435
|
|
||||||||||
Other adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
902
|
|
|
|
|
1,093
|
|
|
|
|
2,964
|
|
|
|
|
2,141
|
|
|
5,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,596
|
|
||||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
|
|
957
|
|
|
|
|
502
|
|
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,018
|
|
||||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
|
|
24
|
|
|
|
|
20
|
|
|
|
|
3
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||||||
Restructuring expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
175,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,774
|
|
||||||||||
IPO-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
||||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,377
|
|
|
|
|
28,306
|
|
|
|
|
35,552
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,235
|
|
||||||||||
Tax effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,200
|
)
|
|
—
|
|
|
(12,200
|
)
|
||||||||||
Non-GAAP
|
|
$
|
184,745
|
|
|
$
|
214,950
|
|
|
$
|
697,619
|
|
|
$
|
32,666
|
|
|
17.7
|
%
|
|
$
|
15,598
|
|
|
7.3
|
%
|
|
$
|
21,786
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,252
|
|
|
|
April 3, 2016
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross Margin
|
|
Operating expenses
|
|
Other
income
(expense),
net
|
|
Benefit
from
(provision
for)
income
taxes
|
|
Equity in earnings of unconsolidated investees
|
|
Net income (loss) attributable to stockholders
|
|||||||||||||||||||||||||||||||||||||||||
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Research
and
development
|
|
Selling,
general
and
administrative
|
|
Restructuring
charges
|
|
||||||||||||||||||||||||||||||||||||
GAAP
|
|
$
|
151,807
|
|
|
$
|
52,241
|
|
|
$
|
180,827
|
|
|
$
|
33,647
|
|
|
22.2
|
%
|
|
$
|
7,015
|
|
|
13.4
|
%
|
|
$
|
10,875
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(85,409
|
)
|
||||||
Adjustments based on IFRS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
8point3
|
|
(1,312
|
)
|
|
—
|
|
|
(13,862
|
)
|
|
(485
|
)
|
|
|
|
—
|
|
|
|
|
(4,157
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|
—
|
|
|
14,299
|
|
|
10,719
|
|
||||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
53,538
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
3,557
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,557
|
|
||||||||||
Sale of operating lease assets
|
|
10,403
|
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
3,120
|
|
||||||||||
Other adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827
|
|
|
|
|
652
|
|
|
|
|
2,646
|
|
|
|
|
3,032
|
|
|
9,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,520
|
|
||||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|
|
|
626
|
|
|
|
|
(23
|
)
|
|
|
|
1,820
|
|
|
5,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,165
|
|
||||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
|
|
39
|
|
|
|
|
209
|
|
|
|
|
7
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
||||||||||
Restructuring expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,435
|
|
|
|
|
1,539
|
|
|
|
|
7,740
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,714
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||||
Tax effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,684
|
|
|
—
|
|
|
1,684
|
|
||||||||||
Non-GAAP
|
|
$
|
160,898
|
|
|
$
|
52,241
|
|
|
$
|
220,503
|
|
|
$
|
41,018
|
|
|
25.5
|
%
|
|
$
|
9,871
|
|
|
18.9
|
%
|
|
$
|
20,847
|
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(28,487
|
)
|