|
||||
|
|
|
|
|
|
FORM 10-Q
|
|
T
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3008969
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
77 Rio Robles, San Jose, California
(Address of Principal Executive Offices and Zip Code)
|
|
95134
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
||
|
|
Page
|
Part I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
Consolidated Statements of Comprehensive Loss
|
|
|
|
|
|
Consolidated Statements of Equity
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
Item 4.
|
||
|
|
|
Part II. OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
327,281
|
|
|
$
|
425,309
|
|
Restricted cash and cash equivalents, current portion
|
20,313
|
|
|
33,657
|
|
||
Accounts receivable, net
1
|
195,871
|
|
|
219,638
|
|
||
Costs and estimated earnings in excess of billings
1
|
19,623
|
|
|
32,780
|
|
||
Inventories
|
444,990
|
|
|
401,707
|
|
||
Advances to suppliers, current portion
|
106,820
|
|
|
111,479
|
|
||
Project assets - plants and land, current portion
1
|
373,751
|
|
|
374,459
|
|
||
Prepaid expenses and other current assets
1
|
175,005
|
|
|
315,670
|
|
||
Total current assets
|
1,663,654
|
|
|
1,914,699
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
53,429
|
|
|
55,246
|
|
||
Restricted long-term marketable securities
|
4,860
|
|
|
4,971
|
|
||
Property, plant and equipment, net
|
1,049,856
|
|
|
1,027,066
|
|
||
Solar power systems leased and to be leased, net
|
677,515
|
|
|
621,267
|
|
||
Project assets - plants and land, net of current portion
|
40,771
|
|
|
33,571
|
|
||
Advances to suppliers, net of current portion
|
145,154
|
|
|
173,277
|
|
||
Long-term financing receivables, net
|
569,848
|
|
|
507,333
|
|
||
Other intangible assets, net
|
36,713
|
|
|
44,218
|
|
||
Other long-term assets
1
|
114,920
|
|
|
185,519
|
|
||
Total assets
|
$
|
4,356,720
|
|
|
$
|
4,567,167
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
425,909
|
|
|
$
|
540,295
|
|
Accrued liabilities
1
|
243,254
|
|
|
391,226
|
|
||
Billings in excess of costs and estimated earnings
|
11,707
|
|
|
77,140
|
|
||
Short-term debt
|
127,565
|
|
|
71,376
|
|
||
Convertible debt, current portion
1
|
299,235
|
|
|
—
|
|
||
Customer advances, current portion
1
|
41,261
|
|
|
10,138
|
|
||
Total current liabilities
|
1,148,931
|
|
|
1,090,175
|
|
||
|
|
|
|
||||
Long-term debt
|
550,973
|
|
|
451,243
|
|
||
Convertible debt, net of current portion
1
|
815,503
|
|
|
1,113,478
|
|
||
Customer advances, net of current portion
1
|
74,331
|
|
|
298
|
|
||
Other long-term liabilities
1
|
785,549
|
|
|
721,032
|
|
||
Total liabilities
|
3,375,287
|
|
|
3,376,226
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|||
Redeemable noncontrolling interests in subsidiaries
|
114,045
|
|
|
103,621
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both July 2, 2017 and January 1, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized; 149,570,870 shares issued, and 139,479,270 outstanding as of July 2, 2017; 148,079,718 shares issued, and 138,510,325 outstanding as of January 1, 2017
|
139
|
|
|
139
|
|
||
Additional paid-in capital
|
2,426,134
|
|
|
2,410,395
|
|
||
Accumulated deficit
|
(1,492,264
|
)
|
|
(1,218,681
|
)
|
||
Accumulated other comprehensive loss
|
(6,635
|
)
|
|
(7,238
|
)
|
||
Treasury stock, at cost; 10,091,600 shares of common stock as of July 2, 2017; 9,569,393 shares of common stock as of January 1, 2017
|
(180,998
|
)
|
|
(176,783
|
)
|
||
Total stockholders' equity
|
746,376
|
|
|
1,007,832
|
|
||
Noncontrolling interests in subsidiaries
|
121,012
|
|
|
79,488
|
|
||
Total equity
|
867,388
|
|
|
1,087,320
|
|
||
Total liabilities and equity
|
$
|
4,356,720
|
|
|
$
|
4,567,167
|
|
1
|
The Company has related-party balances for transactions made with Total S.A. and its affiliates as well as unconsolidated entities in which the Company has a direct equity investment. These related-party balances are recorded within the "Accounts receivable, net," "Costs and estimated earnings in excess of billings," "Project assets - plants and land, current portion," "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Accrued liabilities," "Customer advances, current portion," "Convertible debt, current portion," "Convertible debt, net of current portion," "Customer advances, net of current portion," and "Other long-term liabilities" financial statement line items in the Consolidated Balance Sheets (see Note
2
, Note
6
, Note
9
, Note
10
, and Note
11
).
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
1
|
|
|
|
|
|
|
|
|
||||||||
Solar power systems, components, and other
|
|
$
|
286,724
|
|
|
$
|
356,011
|
|
|
$
|
636,573
|
|
|
$
|
684,711
|
|
Residential leasing
|
|
50,722
|
|
|
64,441
|
|
|
99,949
|
|
|
120,616
|
|
||||
|
|
$
|
337,446
|
|
|
$
|
420,452
|
|
|
$
|
736,522
|
|
|
$
|
805,327
|
|
Cost of revenue
1
|
|
|
|
|
|
|
|
|
||||||||
Solar power systems, components, and other
|
|
288,022
|
|
|
331,194
|
|
|
685,113
|
|
|
621,435
|
|
||||
Residential leasing
|
|
34,189
|
|
|
47,964
|
|
|
67,106
|
|
|
91,061
|
|
||||
|
|
322,211
|
|
|
379,158
|
|
|
752,219
|
|
|
712,496
|
|
||||
Gross margin
|
|
15,235
|
|
|
41,294
|
|
|
(15,697
|
)
|
|
92,831
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
1
|
|
19,754
|
|
|
31,411
|
|
|
40,269
|
|
|
64,117
|
|
||||
Sales, general and administrative
1
|
|
68,703
|
|
|
84,683
|
|
|
136,106
|
|
|
182,474
|
|
||||
Restructuring charges
|
|
4,969
|
|
|
117
|
|
|
14,759
|
|
|
213
|
|
||||
Total operating expenses
|
|
93,426
|
|
|
116,211
|
|
|
191,134
|
|
|
246,804
|
|
||||
Operating loss
|
|
(78,191
|
)
|
|
(74,917
|
)
|
|
(206,831
|
)
|
|
(153,973
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
387
|
|
|
806
|
|
|
1,325
|
|
|
1,503
|
|
||||
Interest expense
1
|
|
(22,370
|
)
|
|
(13,950
|
)
|
|
(43,139
|
)
|
|
(26,831
|
)
|
||||
Other, net
|
|
(15,744
|
)
|
|
(5,822
|
)
|
|
(17,934
|
)
|
|
(12,054
|
)
|
||||
Other expense, net
|
|
(37,727
|
)
|
|
(18,966
|
)
|
|
(59,748
|
)
|
|
(37,382
|
)
|
||||
Loss before income taxes and equity in earnings of unconsolidated investees
|
|
(115,918
|
)
|
|
(93,883
|
)
|
|
(266,579
|
)
|
|
(191,355
|
)
|
||||
Provision for income taxes
|
|
(2,353
|
)
|
|
(6,648
|
)
|
|
(4,384
|
)
|
|
(9,829
|
)
|
||||
Equity in earnings of unconsolidated investees
|
|
5,449
|
|
|
8,350
|
|
|
6,501
|
|
|
7,586
|
|
||||
Net loss
|
|
(112,822
|
)
|
|
(92,181
|
)
|
|
(264,462
|
)
|
|
(193,598
|
)
|
||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
19,062
|
|
|
22,189
|
|
|
36,223
|
|
|
38,197
|
|
||||
Net loss attributable to stockholders
|
|
$
|
(93,760
|
)
|
|
$
|
(69,992
|
)
|
|
$
|
(228,239
|
)
|
|
$
|
(155,401
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.67
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(1.13
|
)
|
Diluted
|
|
$
|
(0.67
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(1.13
|
)
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
139,448
|
|
|
138,084
|
|
|
139,175
|
|
|
137,644
|
|
||||
Diluted
|
|
139,448
|
|
|
138,084
|
|
|
139,175
|
|
|
137,644
|
|
1
|
The Company has related-party transactions with Total S.A. and its affiliates as well as unconsolidated entities in which the Company has a direct equity investment. These related-party transactions are recorded within the "Revenue: Solar power systems, components, and other," "Cost of revenue: Solar power systems, components, and other," "Operating expenses: Research and development," "Operating expenses: Sales, general and administrative," and "Other income (expense), net: Interest expense" financial statement line items in the Consolidated Statements of Operations (see Note
2
and Note
9
).
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Net loss
|
|
$
|
(112,822
|
)
|
|
$
|
(92,181
|
)
|
|
$
|
(264,462
|
)
|
|
$
|
(193,598
|
)
|
Components of comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Translation adjustment
|
|
3,412
|
|
|
138
|
|
|
1,424
|
|
|
1,557
|
|
||||
Net change in derivatives (Note 11)
|
|
(16
|
)
|
|
(136
|
)
|
|
(1,278
|
)
|
|
(6,881
|
)
|
||||
Income taxes
|
|
114
|
|
|
(4
|
)
|
|
457
|
|
|
746
|
|
||||
Net change in accumulated other comprehensive loss
|
|
3,510
|
|
|
(2
|
)
|
|
603
|
|
|
(4,578
|
)
|
||||
Total comprehensive loss
|
|
(109,312
|
)
|
|
(92,183
|
)
|
|
(263,859
|
)
|
|
(198,176
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
19,062
|
|
|
22,189
|
|
|
36,223
|
|
|
38,197
|
|
||||
Comprehensive loss attributable to stockholders
|
|
$
|
(90,250
|
)
|
|
$
|
(69,994
|
)
|
|
$
|
(227,636
|
)
|
|
$
|
(159,979
|
)
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Redeemable Noncontrolling Interests
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained Earnings(Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||||
Balances at January 1, 2017
|
|
$
|
103,621
|
|
|
138,508
|
|
|
$
|
139
|
|
|
$
|
2,410,395
|
|
|
$
|
(176,783
|
)
|
|
$
|
(7,238
|
)
|
|
$
|
(1,218,681
|
)
|
|
$
|
1,007,832
|
|
|
$
|
79,488
|
|
|
$
|
1,087,320
|
|
Cumulative-effect upon adoption of ASU 2016-09 and ASU 2016-16 (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,344
|
)
|
|
(45,344
|
)
|
|
—
|
|
|
(45,344
|
)
|
|||||||||
Net loss
|
|
(14,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228,239
|
)
|
|
(228,239
|
)
|
|
(22,180
|
)
|
|
(250,419
|
)
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603
|
|
|
—
|
|
|
603
|
|
|
—
|
|
|
603
|
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
1,491
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,739
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,739
|
|
|
—
|
|
|
15,739
|
|
|||||||||
Contributions from noncontrolling interests
|
|
28,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,568
|
|
|
68,568
|
|
|||||||||
Distributions to noncontrolling interests
|
|
(3,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,864
|
)
|
|
(4,864
|
)
|
|||||||||
Purchases of treasury stock
|
|
—
|
|
|
(523
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4,215
|
)
|
|
—
|
|
|
—
|
|
|
(4,216
|
)
|
|
—
|
|
|
(4,216
|
)
|
|||||||||
Balances at July 2, 2017
|
|
$
|
114,045
|
|
|
139,476
|
|
|
$
|
139
|
|
|
$
|
2,426,134
|
|
|
$
|
(180,998
|
)
|
|
$
|
(6,635
|
)
|
|
$
|
(1,492,264
|
)
|
|
$
|
746,376
|
|
|
$
|
121,012
|
|
|
$
|
867,388
|
|
|
|
Six Months Ended
|
||||||
|
|
July 2, 2017
|
|
July 3, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(264,462
|
)
|
|
$
|
(193,598
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities, net of effect of acquisitions:
|
|
|
|
|
||||
Depreciation and amortization
|
|
87,353
|
|
|
83,015
|
|
||
Stock-based compensation
|
|
15,981
|
|
|
32,995
|
|
||
Non-cash interest expense
|
|
7,735
|
|
|
655
|
|
||
Impairment of equity method investment
|
|
8,607
|
|
|
—
|
|
||
Dividend from 8point3 Energy Partners LP
|
|
14,601
|
|
|
—
|
|
||
Equity in earnings of unconsolidated investees
|
|
(6,501
|
)
|
|
(7,586
|
)
|
||
Deferred income taxes
|
|
1,285
|
|
|
939
|
|
||
Other, net
|
|
4,160
|
|
|
1,799
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
24,445
|
|
|
(23,295
|
)
|
||
Costs and estimated earnings in excess of billings
|
|
13,157
|
|
|
6,301
|
|
||
Inventories
|
|
(76,444
|
)
|
|
(115,047
|
)
|
||
Project assets
|
|
(59,830
|
)
|
|
(433,383
|
)
|
||
Prepaid expenses and other assets
|
|
139,103
|
|
|
48,619
|
|
||
Long-term financing receivables, net
|
|
(62,515
|
)
|
|
(95,119
|
)
|
||
Advances to suppliers
|
|
32,782
|
|
|
40,569
|
|
||
Accounts payable and other accrued liabilities
|
|
(207,873
|
)
|
|
12,077
|
|
||
Billings in excess of costs and estimated earnings
|
|
(65,433
|
)
|
|
(23,049
|
)
|
||
Customer advances
|
|
105,157
|
|
|
(5,884
|
)
|
||
Net cash used in operating activities
|
|
(288,692
|
)
|
|
(669,992
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(45,123
|
)
|
|
(93,325
|
)
|
||
Cash paid for solar power systems, leased and to be leased
|
|
(41,028
|
)
|
|
(46,156
|
)
|
||
Cash paid for solar power systems
|
|
(8,012
|
)
|
|
(2,282
|
)
|
||
Payments to 8point3 Energy Partners LP
|
|
—
|
|
|
(9,838
|
)
|
||
Dividend from equity method investees
|
|
1,421
|
|
|
—
|
|
||
Cash paid for investments in unconsolidated investees
|
|
(11,603
|
)
|
|
(10,309
|
)
|
||
Net cash used in investing activities
|
|
(104,345
|
)
|
|
(161,910
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from bank loans and other debt
|
|
201,400
|
|
|
—
|
|
||
Repayment of bank loans and other debt
|
|
(228,940
|
)
|
|
(7,887
|
)
|
||
Proceeds from issuance of non-recourse residential financing, net of issuance costs
|
|
30,642
|
|
|
53,228
|
|
||
Repayment of non-recourse residential financing
|
|
(3,024
|
)
|
|
(2,166
|
)
|
||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
96,625
|
|
|
57,165
|
|
||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
(8,454
|
)
|
|
(6,905
|
)
|
||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs
|
|
226,661
|
|
|
433,492
|
|
||
Repayment of non-recourse power plant and commercial financing
|
|
(32,021
|
)
|
|
(37,352
|
)
|
||
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
(4,215
|
)
|
|
(19,671
|
)
|
||
Net cash provided by financing activities
|
|
278,674
|
|
|
469,904
|
|
||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
1,174
|
|
|
307
|
|
||
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
(113,189
|
)
|
|
(361,691
|
)
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period
1
|
|
514,212
|
|
|
1,020,764
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period
1
|
|
$
|
401,023
|
|
|
$
|
659,073
|
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
|
||||
Assignment of residential lease receivables to third parties
|
|
$
|
25
|
|
|
$
|
2,476
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
|
$
|
27,467
|
|
|
$
|
29,891
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
|
$
|
7,016
|
|
|
$
|
6,282
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
|
$
|
55,619
|
|
|
$
|
7,375
|
|
Acquisitions of property, plant and equipment included in accounts payable and accrued liabilities
|
|
$
|
40,669
|
|
|
$
|
73,247
|
|
Net reclassification of cash proceeds offset by project assets in connection with the deconsolidation of assets sold to the 8point3 Group
|
|
$
|
4,473
|
|
|
$
|
8,726
|
|
Exchange of receivables for an investment in an unconsolidated investee
|
|
$
|
—
|
|
|
$
|
2,890
|
|
Contractual obligations satisfied with inventory
|
|
$
|
6,668
|
|
|
$
|
—
|
|
1
|
"Cash, cash equivalents, restricted cash and restricted cash equivalents" balance consisted of "Cash and cash equivalents", "Restricted cash and cash equivalents, current portion" and "Restricted cash and cash equivalents, net of current portion" financial statement line items in the Consolidated Balance Sheets for the respective periods.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
EPC, O&M, and components revenue under joint projects
|
|
$
|
3,051
|
|
|
$
|
20,613
|
|
|
$
|
7,183
|
|
|
$
|
61,529
|
|
Research and development expense:
|
|
|
|
|
|
|
|
|
||||||||
Offsetting contributions received under the R&D Agreement
|
|
$
|
(37
|
)
|
|
$
|
(421
|
)
|
|
$
|
(104
|
)
|
|
$
|
(421
|
)
|
Interest expense:
|
|
|
|
|
|
|
|
|
||||||||
Guarantee fees incurred under the Credit Support Agreement
|
|
$
|
1,580
|
|
|
$
|
1,622
|
|
|
$
|
3,379
|
|
|
$
|
3,268
|
|
Interest expense incurred on the 0.75% debentures due 2018
|
|
$
|
375
|
|
|
$
|
375
|
|
|
$
|
750
|
|
|
$
|
750
|
|
Interest expense incurred on the 0.875% debentures due 2021
|
|
$
|
547
|
|
|
$
|
547
|
|
|
$
|
1,094
|
|
|
$
|
1,094
|
|
Interest expense incurred on the 4.00% debentures due 2023
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
As of July 2, 2017
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
51,140
|
|
|
$
|
(21,150
|
)
|
|
$
|
29,990
|
|
Project pipeline assets
|
|
9,446
|
|
|
(2,723
|
)
|
|
6,723
|
|
|||
Purchased in-process research and development
|
|
1,200
|
|
|
(1,200
|
)
|
|
—
|
|
|||
Other
|
|
1,000
|
|
|
(1,000
|
)
|
|
—
|
|
|||
|
|
$
|
62,786
|
|
|
$
|
(26,073
|
)
|
|
$
|
36,713
|
|
|
|
|
|
|
|
|
||||||
As of January 1, 2017
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
51,140
|
|
|
$
|
(16,014
|
)
|
|
$
|
35,126
|
|
Project pipeline assets
|
|
9,446
|
|
|
(1,804
|
)
|
|
7,642
|
|
|||
Purchased in-process research and development
|
|
1,200
|
|
|
—
|
|
|
1,200
|
|
|||
Other
|
|
1,000
|
|
|
(750
|
)
|
|
250
|
|
|||
|
|
$
|
62,786
|
|
|
$
|
(18,568
|
)
|
|
$
|
44,218
|
|
(In thousands)
|
|
Amount
|
||
Fiscal Year
|
|
|
||
2017 (remaining six months)
|
|
$
|
5,991
|
|
2018
|
|
14,407
|
|
|
2019
|
|
9,963
|
|
|
2020
|
|
6,317
|
|
|
2021
|
|
23
|
|
|
Thereafter
|
|
12
|
|
|
|
|
$
|
36,713
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2
|
|
$
|
231,747
|
|
|
$
|
242,451
|
|
Less: allowance for doubtful accounts
|
|
(33,483
|
)
|
|
(20,380
|
)
|
||
Less: allowance for sales returns
|
|
(2,393
|
)
|
|
(2,433
|
)
|
||
|
|
$
|
195,871
|
|
|
$
|
219,638
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of
$22.0 million
and
$19.3 million
as of
July 2, 2017
and
January 1, 2017
, respectively (see Note
5
).
|
2
|
Includes short-term retainage of
$9.5 million
and
$8.8 million
as of
July 2, 2017
and
January 1, 2017
, respectively. Retainage refers to the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met.
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
139,175
|
|
|
$
|
136,906
|
|
Work-in-process
|
|
177,028
|
|
|
184,967
|
|
||
Finished goods
|
|
128,787
|
|
|
79,834
|
|
||
|
|
$
|
444,990
|
|
|
$
|
401,707
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Deferred project costs
|
|
$
|
15,481
|
|
|
$
|
68,338
|
|
VAT receivables, current portion
|
|
21,548
|
|
|
14,260
|
|
||
Deferred costs for solar power systems to be leased
|
|
20,742
|
|
|
28,705
|
|
||
Derivative financial instruments
|
|
2,737
|
|
|
4,802
|
|
||
Prepaid inventory
|
|
31,991
|
|
|
83,943
|
|
||
Other receivables
|
|
59,011
|
|
|
85,834
|
|
||
Prepaid taxes
|
|
115
|
|
|
5,468
|
|
||
Other prepaid expenses
|
|
22,890
|
|
|
24,260
|
|
||
Other current assets
|
|
490
|
|
|
60
|
|
||
|
|
$
|
175,005
|
|
|
$
|
315,670
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Project assets - plants and land:
|
|
|
|
|
||||
Project assets — plants
|
|
$
|
402,357
|
|
|
$
|
389,103
|
|
Project assets — land
|
|
12,165
|
|
|
18,927
|
|
||
|
|
$
|
414,522
|
|
|
$
|
408,030
|
|
Project assets - plants and land, current portion
|
|
$
|
373,751
|
|
|
$
|
374,459
|
|
Project assets - plants and land, net of current portion
|
|
$
|
40,771
|
|
|
$
|
33,571
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
1
|
|
$
|
419,694
|
|
|
$
|
403,808
|
|
Land and buildings
|
|
196,596
|
|
|
130,080
|
|
||
Leasehold improvements
|
|
299,888
|
|
|
280,620
|
|
||
Solar power systems
2
|
|
272,428
|
|
|
207,277
|
|
||
Computer equipment
|
|
126,065
|
|
|
185,518
|
|
||
Furniture and fixtures
|
|
12,705
|
|
|
12,591
|
|
||
Construction-in-process
|
|
18,779
|
|
|
39,849
|
|
||
|
|
1,346,155
|
|
|
1,259,743
|
|
||
Less: accumulated depreciation
|
|
(296,299
|
)
|
|
(232,677
|
)
|
||
|
|
$
|
1,049,856
|
|
|
$
|
1,027,066
|
|
1
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") was collateralized by certain manufacturing equipment with a net book value of
$14.3 million
as of
January 1, 2017
. As of
July 2, 2017
, the
entire outstanding balance, and the associated interest, of the mortgage loan agreement with IFC has been repaid.
|
2
|
Includes
$240.7 million
and
$177.1 million
of solar power systems associated with sale-leaseback transactions under the financing method as of
July 2, 2017
and
January 1, 2017
, respectively, which are depreciated using the straight-line method to their estimated residual values over the lease terms of up to
20
years (see Note
5
).
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Property, plant and equipment, net by geography
1
:
|
|
|
|
|
||||
Philippines
|
|
$
|
355,021
|
|
|
$
|
373,286
|
|
United States
|
|
331,087
|
|
|
276,053
|
|
||
Malaysia
|
|
256,818
|
|
|
275,980
|
|
||
Mexico
|
|
86,764
|
|
|
81,419
|
|
||
Europe
|
|
19,813
|
|
|
20,154
|
|
||
Other
|
|
353
|
|
|
174
|
|
||
|
|
$
|
1,049,856
|
|
|
$
|
1,027,066
|
|
1
|
Property, plant and equipment, net by geography is based on the physical location of the assets.
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
1
|
|
$
|
(15,751
|
)
|
|
$
|
(6,931
|
)
|
Derivative financial instruments
|
|
9,432
|
|
|
11,429
|
|
||
Cost method investments
|
|
33,146
|
|
|
39,423
|
|
||
Other
|
|
88,093
|
|
|
141,598
|
|
||
|
|
$
|
114,920
|
|
|
$
|
185,519
|
|
1
|
Includes the carrying value of the Company's investment in the 8point3 Group, which had a negative value of
$78.8 million
and
$60.6 million
as of
July 2, 2017
and
January 1, 2017
, respectively (see Note
9
).
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Employee compensation and employee benefits
|
|
$
|
47,217
|
|
|
$
|
43,370
|
|
Deferred revenue
|
|
23,626
|
|
|
27,649
|
|
||
Interest payable
|
|
15,242
|
|
|
15,329
|
|
||
Short-term warranty reserves
|
|
18,780
|
|
|
4,894
|
|
||
Restructuring reserve
|
|
3,330
|
|
|
18,001
|
|
||
VAT payables
|
|
7,569
|
|
|
4,743
|
|
||
Derivative financial instruments
|
|
1,902
|
|
|
2,023
|
|
||
Inventory payable
|
|
31,991
|
|
|
83,943
|
|
||
Proceeds from 8point3 Energy Partners attributable to projects prior to Commercial Operation Date ("COD")
|
|
1,675
|
|
|
3,665
|
|
||
Contributions from noncontrolling interests attributable to projects prior to COD
|
|
295
|
|
|
93,875
|
|
||
Taxes payable
|
|
20,896
|
|
|
25,602
|
|
||
Liability due to AU Optronics
|
|
36,055
|
|
|
31,714
|
|
||
Other
|
|
34,676
|
|
|
36,418
|
|
||
|
|
$
|
243,254
|
|
|
$
|
391,226
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|||
Deferred revenue
|
|
$
|
187,383
|
|
|
$
|
188,932
|
|
Long-term warranty reserves
|
|
153,686
|
|
|
156,315
|
|
||
Long-term sale-leaseback financing
|
|
263,928
|
|
|
204,879
|
|
||
Long-term residential lease financing with 8point3 Energy Partners
|
|
29,340
|
|
|
29,370
|
|
||
Unrecognized tax benefits
|
|
32,523
|
|
|
47,203
|
|
||
Long-term pension liability
|
|
3,875
|
|
|
3,381
|
|
||
Derivative financial instruments
|
|
1,129
|
|
|
448
|
|
||
Long-term liability due to AU Optronics
|
|
65,353
|
|
|
71,639
|
|
||
Other
|
|
48,332
|
|
|
18,865
|
|
||
|
|
$
|
785,549
|
|
|
$
|
721,032
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
|
$
|
(10,825
|
)
|
|
$
|
(12,249
|
)
|
Net unrealized gain (loss) on derivatives
|
|
(75
|
)
|
|
1,203
|
|
||
Net gain on long-term pension liability adjustment
|
|
4,228
|
|
|
4,228
|
|
||
Deferred taxes
|
|
37
|
|
|
(420
|
)
|
||
|
|
$
|
(6,635
|
)
|
|
$
|
(7,238
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Solar power systems leased and to be leased, net
1,2
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
741,270
|
|
|
$
|
666,700
|
|
Solar power systems to be leased
|
|
21,531
|
|
|
25,367
|
|
||
|
|
762,801
|
|
|
692,067
|
|
||
Less: accumulated depreciation
|
|
(85,286
|
)
|
|
(70,800
|
)
|
||
|
|
$
|
677,515
|
|
|
$
|
621,267
|
|
1
|
Solar power systems leased and to be leased, net are physically located exclusively in the United States.
|
2
|
As of
July 2, 2017
and
January 1, 2017
, the Company had pledged solar assets with an aggregate book value of
$25.6 million
and
$13.1 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
(In thousands)
|
|
Fiscal 2017 (remaining six months)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
14,330
|
|
|
28,323
|
|
|
28,378
|
|
|
28,437
|
|
|
28,497
|
|
|
394,047
|
|
|
$
|
522,012
|
|
1
|
Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives nor does it include rent receivables on operating leases sold to the 8point3 Group.
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Financing receivables
1
:
|
|
|
|
|
||||
Minimum lease payments receivable
2
|
|
$
|
626,395
|
|
|
$
|
560,582
|
|
Unguaranteed residual value
|
|
78,367
|
|
|
70,636
|
|
||
Unearned income
|
|
(112,889
|
)
|
|
(104,624
|
)
|
||
Net financing receivables
|
|
$
|
591,873
|
|
|
$
|
526,594
|
|
Current
|
|
$
|
22,025
|
|
|
$
|
19,261
|
|
Long-term
|
|
$
|
569,848
|
|
|
$
|
507,333
|
|
1
|
As of
July 2, 2017
and
January 1, 2017
, the Company had pledged financing receivables of
$32.5 million
and
$18.6 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
2
|
Net of allowance for doubtful accounts amounting to
$5.1 million
and
$4.5 million
, as of
July 2, 2017
and
January 1, 2017
, respectively.
|
(In thousands)
|
|
Fiscal 2017 (remaining six months)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
16,915
|
|
|
32,006
|
|
|
32,278
|
|
|
32,558
|
|
|
32,844
|
|
|
479,794
|
|
|
$
|
626,395
|
|
1
|
Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives.
|
•
|
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.
|
|
|
July 2, 2017
|
|
January 1, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted cash and cash equivalents
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
3,005
|
|
|
$
|
3,005
|
|
|
$
|
—
|
|
|
$
|
3,002
|
|
|
$
|
3,002
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 11)
|
|
2,737
|
|
|
—
|
|
|
2,737
|
|
|
4,802
|
|
|
—
|
|
|
4,802
|
|
||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 11)
|
|
9,432
|
|
|
—
|
|
|
9,432
|
|
|
11,429
|
|
|
—
|
|
|
11,429
|
|
||||||
Total assets
|
|
$
|
15,174
|
|
|
$
|
3,005
|
|
|
$
|
12,169
|
|
|
$
|
19,233
|
|
|
$
|
3,002
|
|
|
$
|
16,231
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 11)
|
|
$
|
1,902
|
|
|
$
|
—
|
|
|
$
|
1,902
|
|
|
$
|
2,023
|
|
|
$
|
—
|
|
|
$
|
2,023
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 11)
|
|
1,129
|
|
|
—
|
|
|
1,129
|
|
|
448
|
|
|
—
|
|
|
448
|
|
||||||
Total liabilities
|
|
$
|
3,031
|
|
|
$
|
—
|
|
|
$
|
3,031
|
|
|
$
|
2,471
|
|
|
$
|
—
|
|
|
$
|
2,471
|
|
1
|
The Company's restricted cash and cash equivalents consist of money market fund instruments and commercial paper that are classified as available-for-sale and are highly liquid investments with original maturities of 90 days or less. The Company's money market fund instruments are categorized within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical instruments in active markets.
|
|
|
Six Months Ended
|
||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
Cumulative To Date
|
||||||
December 2016 Plan:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges (benefits)
|
|
$
|
(741
|
)
|
|
$
|
—
|
|
|
$
|
148,050
|
|
Severance and benefits
|
|
2,707
|
|
|
—
|
|
|
18,608
|
|
|||
Lease and related termination costs
|
|
557
|
|
|
—
|
|
|
557
|
|
|||
Other costs
1
|
|
12,569
|
|
|
—
|
|
|
20,388
|
|
|||
|
|
$
|
15,092
|
|
|
$
|
—
|
|
|
$
|
187,603
|
|
August 2016 Plan:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,926
|
|
Severance and benefits
|
|
(984
|
)
|
|
—
|
|
|
14,607
|
|
|||
Lease and related termination costs
|
|
2
|
|
|
—
|
|
|
559
|
|
|||
Other costs
1
|
|
637
|
|
|
$
|
—
|
|
|
1,001
|
|
||
|
|
$
|
(345
|
)
|
|
$
|
—
|
|
|
$
|
34,093
|
|
Legacy Restructuring Plans:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,320
|
|
Severance and benefits
|
|
14
|
|
|
350
|
|
|
61,963
|
|
|||
Lease and related termination costs
|
|
—
|
|
|
(280
|
)
|
|
6,813
|
|
|||
Other costs
1
|
|
(1
|
)
|
|
143
|
|
|
13,598
|
|
|||
|
|
13
|
|
|
213
|
|
|
143,694
|
|
|||
Total restructuring charges
|
|
$
|
14,760
|
|
|
$
|
213
|
|
|
$
|
365,390
|
|
|
|
Six Months Ended
|
||||||||||||||
(In thousands)
|
|
January 1, 2017
|
|
Charges (Benefits)
|
|
Payments
|
|
July 2, 2017
|
||||||||
December 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash impairment charges (benefits)
|
|
$
|
—
|
|
|
$
|
(741
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance and benefits
|
|
8,111
|
|
|
2,707
|
|
|
(9,461
|
)
|
|
1,357
|
|
||||
Lease and related termination costs
|
|
—
|
|
|
557
|
|
|
(557
|
)
|
|
—
|
|
||||
Other costs
1
|
|
5,932
|
|
|
12,569
|
|
|
(18,114
|
)
|
|
387
|
|
||||
|
|
$
|
14,043
|
|
|
$
|
15,092
|
|
|
$
|
(28,132
|
)
|
|
$
|
1,744
|
|
August 2016 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
3,448
|
|
|
(984
|
)
|
|
(1,179
|
)
|
|
1,285
|
|
||||
Lease and related termination costs
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
||||
Other costs
1
|
|
86
|
|
|
637
|
|
|
(718
|
)
|
|
5
|
|
||||
|
|
$
|
3,534
|
|
|
$
|
(345
|
)
|
|
$
|
(1,899
|
)
|
|
1,290
|
|
|
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
299
|
|
|
$
|
14
|
|
|
$
|
(124
|
)
|
|
$
|
189
|
|
Lease and related termination costs
|
|
52
|
|
|
—
|
|
|
(15
|
)
|
|
37
|
|
||||
Other costs
1
|
|
73
|
|
|
(1
|
)
|
|
(2
|
)
|
|
70
|
|
||||
|
|
424
|
|
|
13
|
|
|
(141
|
)
|
|
296
|
|
||||
Total restructuring liability
|
|
$
|
18,001
|
|
|
$
|
14,760
|
|
|
$
|
(30,172
|
)
|
|
$
|
3,330
|
|
1
|
Other costs primarily represent associated legal and advisory services, and costs of relocating employees.
|
|
|
Six Months Ended
|
||||||||||||||
(In thousands)
|
|
January 3, 2016
|
|
Charges (Benefits)
|
|
Payments
|
|
July 3, 2016
|
||||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
395
|
|
|
$
|
350
|
|
|
$
|
(157
|
)
|
|
$
|
588
|
|
Lease and related termination costs
|
|
743
|
|
|
(280
|
)
|
|
(203
|
)
|
|
260
|
|
||||
Other costs
1
|
|
685
|
|
|
143
|
|
|
(611
|
)
|
|
217
|
|
||||
Total restructuring liability
|
|
$
|
1,823
|
|
|
$
|
213
|
|
|
$
|
(971
|
)
|
|
$
|
1,065
|
|
1
|
Other costs primarily represent associated legal services and costs of relocating employees.
|
(In thousands)
|
|
Fiscal 2017 (remaining six months)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
|
Total
12
|
|||||||||
Future purchase obligations
|
|
$
|
579,475
|
|
|
200,647
|
|
|
175,694
|
|
|
161,846
|
|
|
1,000
|
|
|
2,000
|
|
|
$
|
1,120,662
|
|
1
|
Total future purchase obligations were composed of
$206.7 million
related to non-cancellable purchase orders and
$914.0 million
related to long-term supply agreements.
|
2
|
During fiscal 2016, the Company did not fulfill all of the purchase commitments it was otherwise obligated to take by December 31, 2016, as specified in related contracts with a supplier. As of
July 2, 2017
, the Company has recorded an offsetting asset, recorded within "Prepaid expenses and other current assets," and liability, recorded within "Accrued liabilities," totaling
$32.0 million
. This amount represents the unfulfilled amount as of that date as the Company expects to satisfy the obligation via purchases of inventory in fiscal 2017, within the applicable contractual cure period.
|
(In thousands)
|
|
Fiscal 2017 (remaining six months)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
10,388
|
|
|
37,531
|
|
|
37,288
|
|
|
30,385
|
|
|
—
|
|
|
—
|
|
|
$
|
115,592
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Balance at the beginning of the period
|
|
$
|
168,113
|
|
|
$
|
166,440
|
|
|
$
|
161,209
|
|
|
$
|
164,127
|
|
Accruals for warranties issued during the period
|
|
5,776
|
|
|
3,235
|
|
|
15,436
|
|
|
9,114
|
|
||||
Settlements and adjustments during the period
|
|
(1,423
|
)
|
|
(4,891
|
)
|
|
(4,179
|
)
|
|
(8,457
|
)
|
||||
Balance at the end of the period
|
|
$
|
172,466
|
|
|
$
|
164,784
|
|
|
$
|
172,466
|
|
|
$
|
164,784
|
|
(In thousands)
|
|
Amount
|
||
Year
|
|
|
||
2017 (remaining six months)
|
|
$
|
18,190
|
|
2018
|
|
13,066
|
|
|
|
|
$
|
31,256
|
|
|
|
As of
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Accounts receivable
|
|
$
|
698
|
|
|
$
|
3,397
|
|
Other long-term assets
|
|
$
|
768
|
|
|
$
|
723
|
|
Accrued liabilities
|
|
$
|
1,675
|
|
|
$
|
3,665
|
|
Customer advances
|
|
$
|
175
|
|
|
$
|
57
|
|
Other long-term liabilities
|
|
$
|
29,340
|
|
|
$
|
29,370
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Payments made to investees for products/services
|
|
$
|
—
|
|
|
$
|
115,879
|
|
|
$
|
—
|
|
|
$
|
239,509
|
|
Revenues and fees received from investees for products/services
1
|
|
$
|
8,439
|
|
|
$
|
17,404
|
|
|
$
|
25,208
|
|
|
$
|
132,049
|
|
1
|
Includes a portion of proceeds received from tax equity investors in connection with 8point3 transactions.
|
|
|
July 2, 2017
|
|
January 1, 2017
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
||||||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
4.00% debentures due 2023
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
418,094
|
|
|
$
|
418,094
|
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
417,473
|
|
|
$
|
417,473
|
|
0.875% debentures due 2021
|
|
400,000
|
|
|
—
|
|
|
397,409
|
|
|
397,409
|
|
|
400,000
|
|
|
—
|
|
|
397,079
|
|
|
397,079
|
|
||||||||
0.75% debentures due 2018
|
|
300,000
|
|
|
299,235
|
|
|
—
|
|
|
299,235
|
|
|
300,000
|
|
|
—
|
|
|
298,926
|
|
|
298,926
|
|
||||||||
IFC mortgage loan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,500
|
|
|
17,121
|
|
|
—
|
|
|
17,121
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
28,364
|
|
|
28,364
|
|
|
30,000
|
|
|
—
|
|
|
28,191
|
|
|
28,191
|
|
||||||||
Non-recourse financing and other debt
1
|
|
650,376
|
|
|
126,469
|
|
|
519,386
|
|
|
645,855
|
|
|
477,594
|
|
|
52,892
|
|
|
419,905
|
|
|
472,797
|
|
||||||||
|
|
$
|
1,805,376
|
|
|
$
|
425,704
|
|
|
$
|
1,363,253
|
|
|
$
|
1,788,957
|
|
|
$
|
1,650,094
|
|
|
$
|
70,013
|
|
|
$
|
1,561,574
|
|
|
$
|
1,631,587
|
|
1
|
Other debt excludes payments related to capital leases, which are disclosed in Note
8
.
|
(In thousands)
|
|
Fiscal 2017 (remaining six months)
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
118,245
|
|
|
314,759
|
|
|
21,889
|
|
|
20,915
|
|
|
422,311
|
|
|
907,257
|
|
|
$
|
1,805,376
|
|
|
|
July 2, 2017
|
|
January 1, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4.00% debentures due 2023
|
|
$
|
418,094
|
|
|
$
|
425,000
|
|
|
$
|
373,775
|
|
|
$
|
417,473
|
|
|
$
|
425,000
|
|
|
$
|
301,555
|
|
0.875% debentures due 2021
|
|
397,409
|
|
|
400,000
|
|
|
320,668
|
|
|
397,079
|
|
|
400,000
|
|
|
266,996
|
|
||||||
0.75% debentures due 2018
|
|
299,235
|
|
|
300,000
|
|
|
289,875
|
|
|
298,926
|
|
|
300,000
|
|
|
270,627
|
|
||||||
|
|
$
|
1,114,738
|
|
|
$
|
1,125,000
|
|
|
$
|
984,318
|
|
|
$
|
1,113,478
|
|
|
$
|
1,125,000
|
|
|
$
|
839,178
|
|
1
|
The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.
|
|
|
Aggregate Carrying Value
1
|
|
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
January 1, 2017
|
|
Balance Sheet Classification
|
||||
Residential Lease Program
|
|
|
|
|
|
|
||||
Bridge loans
|
|
$
|
12,337
|
|
|
$
|
6,718
|
|
|
Short-term debt and Long-term debt
|
Long-term loans
|
|
306,164
|
|
|
283,852
|
|
|
Short-term debt and Long-term debt
|
||
Financing arrangements with third parties
|
|
29,340
|
|
|
29,370
|
|
|
Other long-term liabilities
|
||
Tax equity partnership flip facilities
|
|
235,057
|
|
|
183,109
|
|
|
Redeemable non-controlling interests in subsidiaries and Non-controlling interests in subsidiaries
|
||
|
|
|
|
|
|
|
||||
Power Plant and Commercial Projects
|
|
|
|
|
|
|
||||
Boulder I credit facility
|
|
28,775
|
|
|
28,775
|
|
|
Short-term debt and Long-term debt
|
||
El Pelicano credit facility
|
|
174,787
|
|
|
90,474
|
|
|
Short-term debt and Long-term debt
|
||
Gala credit facility
|
|
79,565
|
|
|
—
|
|
|
Short-term debt
|
||
Construction Revolver
|
|
1,679
|
|
|
10,469
|
|
|
Long-term debt
|
||
Arizona loan
|
|
7,554
|
|
|
7,649
|
|
|
Short-term debt and Long-term debt
|
(In thousands)
|
|
Balance Sheet Classification
|
|
July 2, 2017
|
|
January 1, 2017
|
||||
Assets:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
398
|
|
|
$
|
1,711
|
|
|
|
|
|
$
|
398
|
|
|
$
|
1,711
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
970
|
|
|
$
|
1,076
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
1,369
|
|
|
2,015
|
|
||
Interest rate contracts
|
|
Other long-term assets
|
|
9,432
|
|
|
11,429
|
|
||
|
|
|
|
$
|
11,771
|
|
|
$
|
14,520
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
71
|
|
Interest rate contracts
|
|
Other long-term liabilities
|
|
434
|
|
|
448
|
|
||
|
|
|
|
$
|
434
|
|
|
$
|
519
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Accrued liabilities
|
|
$
|
968
|
|
|
$
|
15
|
|
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
934
|
|
|
1,937
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
695
|
|
|
—
|
|
||
|
|
|
|
$
|
2,597
|
|
|
$
|
1,952
|
|
|
|
July 2, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
12,169
|
|
|
$
|
—
|
|
|
$
|
12,169
|
|
|
$
|
1,888
|
|
|
$
|
—
|
|
|
$
|
10,281
|
|
Derivative liabilities
|
|
$
|
3,031
|
|
|
$
|
—
|
|
|
$
|
3,031
|
|
|
$
|
1,888
|
|
|
$
|
—
|
|
|
$
|
1,143
|
|
|
|
January 1, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
16,231
|
|
|
$
|
—
|
|
|
$
|
16,231
|
|
|
$
|
1,694
|
|
|
$
|
—
|
|
|
$
|
14,537
|
|
Derivative liabilities
|
|
$
|
2,471
|
|
|
$
|
—
|
|
|
$
|
2,471
|
|
|
$
|
1,694
|
|
|
$
|
—
|
|
|
$
|
777
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) in OCI at the beginning of the period
|
|
$
|
(59
|
)
|
|
$
|
(803
|
)
|
|
$
|
1,203
|
|
|
$
|
5,942
|
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
511
|
|
|
(326
|
)
|
|
(425
|
)
|
|
(11
|
)
|
||||
Less: Loss (gain) reclassified from OCI to revenue (effective portion)
|
|
(527
|
)
|
|
190
|
|
|
(853
|
)
|
|
(6,870
|
)
|
||||
Net loss on derivatives
|
|
$
|
(16
|
)
|
|
$
|
(136
|
)
|
|
$
|
(1,278
|
)
|
|
$
|
(6,881
|
)
|
Loss in OCI at the end of the period
|
|
$
|
(75
|
)
|
|
$
|
(939
|
)
|
|
$
|
(75
|
)
|
|
$
|
(939
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
71
|
|
|
$
|
(1,211
|
)
|
|
$
|
103
|
|
|
$
|
(1,671
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in "Other, net"
|
|
$
|
328
|
|
|
$
|
(5,394
|
)
|
|
$
|
(1,068
|
)
|
|
$
|
(11,709
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands, except per share amounts)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Basic net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to stockholders
|
|
$
|
(93,760
|
)
|
|
$
|
(69,992
|
)
|
|
$
|
(228,239
|
)
|
|
$
|
(155,401
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
139,448
|
|
|
138,084
|
|
|
139,175
|
|
|
137,644
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net loss per share
|
|
$
|
(0.67
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(1.13
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net loss available to common stockholders
|
|
$
|
(93,760
|
)
|
|
$
|
(69,992
|
)
|
|
$
|
(228,239
|
)
|
|
$
|
(155,401
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Dilutive weighted-average common shares
|
|
139,448
|
|
|
138,084
|
|
|
139,175
|
|
|
137,644
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted net loss per share
|
|
$
|
(0.67
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(1.13
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
(In thousands)
|
|
July 2, 2017
1
|
|
July 3, 2016
1
|
|
July 2, 2017
1
|
|
July 3, 2016
1
|
||||
Stock options
|
|
106
|
|
|
147
|
|
|
106
|
|
|
147
|
|
Restricted stock units
|
|
3,585
|
|
|
5,502
|
|
|
3,585
|
|
|
5,502
|
|
Upfront Warrants (held by Total)
|
|
—
|
|
|
5,338
|
|
|
—
|
|
|
5,853
|
|
4.00% debentures due 2023
|
|
13,922
|
|
|
13,922
|
|
|
13,922
|
|
|
13,922
|
|
0.75% debentures due 2018
|
|
12,026
|
|
|
12,026
|
|
|
12,026
|
|
|
12,026
|
|
0.875% debentures due 2021
|
|
8,203
|
|
|
8,203
|
|
|
8,203
|
|
|
8,203
|
|
1
|
As a result of the net loss per share for
the three and six months ended
July 2, 2017
and
July 3, 2016
, the inclusion of all potentially dilutive stock options, restricted stock units, and common shares under noted warrants and convertible debt would be anti-dilutive. Therefore, those stock options, restricted stock units and shares were excluded from the computation of the weighted-average shares for diluted net loss per share for such periods.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Cost of Residential revenue
|
|
$
|
314
|
|
|
$
|
1,652
|
|
|
$
|
524
|
|
|
$
|
2,479
|
|
Cost of Commercial revenue
|
|
293
|
|
|
745
|
|
|
542
|
|
|
1,397
|
|
||||
Cost of Power Plant revenue
|
|
445
|
|
|
3,066
|
|
|
1,170
|
|
|
5,712
|
|
||||
Research and development
|
|
1,036
|
|
|
2,966
|
|
|
2,564
|
|
|
5,998
|
|
||||
Sales, general and administrative
|
|
6,518
|
|
|
8,046
|
|
|
11,181
|
|
|
17,409
|
|
||||
Total stock-based compensation expense
|
|
$
|
8,606
|
|
|
$
|
16,475
|
|
|
$
|
15,981
|
|
|
$
|
32,995
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Restricted stock units
|
|
$
|
9,675
|
|
|
$
|
15,734
|
|
|
$
|
16,911
|
|
|
$
|
33,167
|
|
Change in stock-based compensation capitalized in inventory
|
|
(1,069
|
)
|
|
741
|
|
|
(930
|
)
|
|
(172
|
)
|
||||
Total stock-based compensation expense
|
|
$
|
8,606
|
|
|
$
|
16,475
|
|
|
$
|
15,981
|
|
|
$
|
32,995
|
|
|
|
Six Months Ended
July 2, 2017 |
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
290,500
|
|
|
$
|
239,800
|
|
|
$
|
240,672
|
|
|
$
|
52,128
|
|
|
17.9
|
%
|
|
$
|
12,417
|
|
|
5.2
|
%
|
|
$
|
4,986
|
|
|
2.1
|
%
|
8point3 Energy Partners
|
|
2,656
|
|
|
(4,137
|
)
|
|
991
|
|
|
980
|
|
|
|
|
(2,584
|
)
|
|
|
|
(455
|
)
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
(327
|
)
|
|
23,772
|
|
|
—
|
|
|
|
|
(327
|
)
|
|
|
|
(29,225
|
)
|
|
|
|||||||||
Sale-leaseback transactions
|
|
—
|
|
|
(26,968
|
)
|
|
(30,437
|
)
|
|
—
|
|
|
|
|
4,890
|
|
|
|
|
524
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(524
|
)
|
|
|
|
(542
|
)
|
|
|
|
(1,170
|
)
|
|
|
|||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,084
|
)
|
|
|
|
(1,508
|
)
|
|
|
|
(1,542
|
)
|
|
|
|||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
|
|
(5
|
)
|
|
|
|
(9
|
)
|
|
|
|||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,082
|
)
|
|
|
|
(12,132
|
)
|
|
|
|
(30,427
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
293,156
|
|
|
$
|
208,368
|
|
|
$
|
234,998
|
|
|
$
|
41,412
|
|
|
14.1
|
%
|
|
$
|
209
|
|
|
0.1
|
%
|
|
$
|
(57,318
|
)
|
|
(24.4
|
)%
|
|
|
Six Months Ended
July 3, 2016 |
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
347,509
|
|
|
$
|
162,733
|
|
|
$
|
325,196
|
|
|
$
|
86,886
|
|
|
25.0
|
%
|
|
$
|
24,375
|
|
|
15.0
|
%
|
|
$
|
28,968
|
|
|
8.9
|
%
|
8point3 Energy Partners
|
|
2,599
|
|
|
—
|
|
|
13,975
|
|
|
904
|
|
|
|
|
(179
|
)
|
|
|
|
4,127
|
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(13,453
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(7,685
|
)
|
|
|
|||||||||
Sale of operating lease assets
|
|
(20,586
|
)
|
|
—
|
|
|
—
|
|
|
(6,078
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||
Sale-leaseback transactions
|
|
—
|
|
|
(12,646
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(2,988
|
)
|
|
|
|
—
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,479
|
)
|
|
|
|
(1,397
|
)
|
|
|
|
(5,713
|
)
|
|
|
|||||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(987
|
)
|
|
|
|
(1,234
|
)
|
|
|
|
(323
|
)
|
|
|
|||||||||
Non-cash interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
|
|
(91
|
)
|
|
|
|
(378
|
)
|
|
|
|||||||||
Cost of above-market polysilicon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,054
|
)
|
|
|
|
(4,070
|
)
|
|
|
|
(17,491
|
)
|
|
|
|||||||||
Arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
|
|
922
|
|
|
|
|
3,585
|
|
|
|
|||||||||
GAAP
|
|
$
|
329,522
|
|
|
$
|
150,087
|
|
|
$
|
325,718
|
|
|
$
|
72,403
|
|
|
22.0
|
%
|
|
$
|
15,338
|
|
|
10.2
|
%
|
|
$
|
5,090
|
|
|
1.6
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands):
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||||
Adjusted EBITDA as reviewed by CODM
|
|
|
|
|
|
|
|
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
$
|
44,874
|
|
|
$
|
45,643
|
|
|
$
|
86,812
|
|
|
$
|
82,876
|
|
Commercial
|
|
3,004
|
|
|
7,020
|
|
|
7,293
|
|
|
8,661
|
|
||||
Power Plant
|
|
4,006
|
|
|
9,310
|
|
|
4,072
|
|
|
21,454
|
|
||||
Total Segment Adjusted EBITDA as reviewed by CODM
|
|
$
|
51,884
|
|
|
$
|
61,973
|
|
|
$
|
98,177
|
|
|
$
|
112,991
|
|
Reconciliation to Consolidated Statements of Loss
|
|
|
|
|
|
|
|
|
||||||||
8point3 Energy Partners
|
|
(2,458
|
)
|
|
(18,039
|
)
|
|
(10,559
|
)
|
|
(28,758
|
)
|
||||
Utility and power plant projects
|
|
(2,378
|
)
|
|
(4,128
|
)
|
|
(29,552
|
)
|
|
(7,685
|
)
|
||||
Sale of operating lease assets
|
|
—
|
|
|
(2,979
|
)
|
|
—
|
|
|
(6,099
|
)
|
||||
Sale-leaseback transactions
|
|
173
|
|
|
(2,988
|
)
|
|
2,015
|
|
|
(2,988
|
)
|
||||
Stock-based compensation
|
|
(8,606
|
)
|
|
(16,475
|
)
|
|
(15,981
|
)
|
|
(32,995
|
)
|
||||
Amortization of intangible assets
|
|
(4,227
|
)
|
|
(3,168
|
)
|
|
(7,253
|
)
|
|
(11,333
|
)
|
||||
Non-cash interest expense
|
|
(35
|
)
|
|
(309
|
)
|
|
(70
|
)
|
|
(655
|
)
|
||||
Restructuring expense
|
|
(4,969
|
)
|
|
(117
|
)
|
|
(14,759
|
)
|
|
(213
|
)
|
||||
Arbitration ruling
|
|
—
|
|
|
5,852
|
|
|
—
|
|
|
5,852
|
|
||||
IPO-related costs
|
|
196
|
|
|
(35
|
)
|
|
82
|
|
|
(35
|
)
|
||||
Cost of above-market polysilicon
|
|
(21,826
|
)
|
|
(15,901
|
)
|
|
(51,641
|
)
|
|
(28,615
|
)
|
||||
Other
|
|
—
|
|
|
12
|
|
|
—
|
|
|
11
|
|
||||
Equity in earnings of unconsolidated investees
|
|
(5,449
|
)
|
|
(8,350
|
)
|
|
(6,501
|
)
|
|
(7,585
|
)
|
||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(19,062
|
)
|
|
(22,189
|
)
|
|
(36,223
|
)
|
|
(38,197
|
)
|
||||
Cash interest expense, net of interest income
|
|
(19,886
|
)
|
|
(13,144
|
)
|
|
(38,415
|
)
|
|
(25,328
|
)
|
||||
Depreciation
|
|
(40,917
|
)
|
|
(37,730
|
)
|
|
(79,849
|
)
|
|
(71,556
|
)
|
||||
Corporate and unallocated items
|
|
(38,358
|
)
|
|
(16,168
|
)
|
|
(76,050
|
)
|
|
(48,167
|
)
|
||||
Loss before taxes and equity in earnings of unconsolidated investees
|
|
$
|
(115,918
|
)
|
|
$
|
(93,883
|
)
|
|
$
|
(266,579
|
)
|
|
$
|
(191,355
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
(As a percentage of total revenue):
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||
Significant Customers:
|
Business Segment
|
|
|
|
|
|
|
|
|
|||
8point3 Energy Partners
|
Power Plant
|
|
*
|
|
*
|
|
|
*
|
|
|
14
|
%
|
Customer C
|
Power Plant
|
|
*
|
|
19
|
%
|
|
*
|
|
|
10
|
%
|
AEP Renewables, LLC
|
Power Plant
|
|
*
|
|
n/a
|
|
|
14
|
%
|
|
n/a
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
(As a percentage of total revenue):
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
72
|
%
|
|
79
|
%
|
|
80
|
%
|
|
78
|
%
|
Rest of World
|
|
28
|
%
|
|
21
|
%
|
|
20
|
%
|
|
22
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Project
|
|
Location
|
|
Size (MW)
|
|
Third-Party Owner / Purchaser(s)
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
1
|
Iberdrola Gala Solar Project
|
|
Oregon, USA
|
|
71
|
|
Avangrid Renewables, LLC
|
|
Customer C
|
|
2017
|
Project
|
|
Location
|
|
Size (MW)
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
1
|
Ticul Solar Projects
|
|
Mexico
|
|
399
|
|
Comision Federal Electricidad
|
|
2018
|
Border Solar Project
|
|
Mexico
|
|
192
|
|
Comision Federal Electricidad
|
|
2018
|
Guajiro Solar Project
|
|
Mexico
|
|
117
|
|
Comision Federal Electricidad
|
|
2018
|
El Pelicano Solar Project
|
|
Chile
|
|
111
|
|
Empresa de Transporte de Pasajeros Metro S.A.
|
|
2017
|
1
|
Expected completion of revenue recognition assumes completion of construction and sale of the project in the stated fiscal year.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
157,125
|
|
|
$
|
177,715
|
|
|
(12)%
|
|
$
|
293,156
|
|
|
$
|
329,522
|
|
|
(11)%
|
Commercial
|
100,105
|
|
|
97,846
|
|
|
2%
|
|
208,368
|
|
|
150,087
|
|
|
39%
|
||||
Power Plant
|
80,216
|
|
|
144,891
|
|
|
(45)%
|
|
234,998
|
|
|
325,718
|
|
|
(28)%
|
||||
Total revenue
|
$
|
337,446
|
|
|
$
|
420,452
|
|
|
(20)%
|
|
$
|
736,522
|
|
|
$
|
805,327
|
|
|
(9)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||
Revenue
|
|
July 2, 2017
|
|
July 3, 2016
|
|
July 2, 2017
|
|
July 3, 2016
|
|||||
Significant Customers:
|
|
Business Segment
|
|
|
|
|
|
|
|
|
|||
8point3 Energy Partners
|
|
Power Plant
|
|
*
|
|
*
|
|
|
*
|
|
|
14
|
%
|
AEP Renewables, LLC
|
|
Power Plant
|
|
*
|
|
n/a
|
|
|
14
|
%
|
|
n/a
|
|
Customer C
|
|
Power Plant
|
|
*
|
|
19
|
%
|
|
*
|
|
|
10
|
%
|
*
|
denotes less than 10% during the period
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
$
|
130,987
|
|
|
$
|
138,959
|
|
|
(6)%
|
|
$
|
251,744
|
|
|
$
|
257,119
|
|
|
(2)%
|
Commercial
|
|
97,530
|
|
|
89,523
|
|
|
9%
|
|
208,159
|
|
|
134,749
|
|
|
54%
|
||||
Power Plant
|
|
93,694
|
|
|
150,676
|
|
|
(38)%
|
|
292,316
|
|
|
320,628
|
|
|
(9)%
|
||||
Total cost of revenue
|
|
$
|
322,211
|
|
|
$
|
379,158
|
|
|
(15)%
|
|
$
|
752,219
|
|
|
$
|
712,496
|
|
|
6%
|
Total cost of revenue as a percentage of revenue
|
|
95
|
%
|
|
90
|
%
|
|
|
|
102
|
%
|
|
88
|
%
|
|
|
||||
Total gross margin percentage
|
|
5
|
%
|
|
10
|
%
|
|
|
|
(2
|
)%
|
|
12
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
17%
|
|
22%
|
|
(5)%
|
|
14%
|
|
22%
|
|
(8)%
|
Commercial
|
|
3%
|
|
9%
|
|
(6)%
|
|
—%
|
|
10%
|
|
(10)%
|
Power Plant
|
|
(17)%
|
|
(4)%
|
|
(13)%
|
|
(24)%
|
|
2%
|
|
(26)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
R&D
|
|
$
|
19,754
|
|
|
$
|
31,411
|
|
|
(37)%
|
|
$
|
40,269
|
|
|
$
|
64,117
|
|
|
(37)%
|
As a percentage of revenue
|
|
6
|
%
|
|
7
|
%
|
|
|
|
5
|
%
|
|
8
|
%
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
SG&A
|
$
|
68,703
|
|
|
$
|
84,683
|
|
|
(19)%
|
|
$
|
136,106
|
|
|
$
|
182,474
|
|
|
(25)%
|
As a percentage of revenue
|
20
|
%
|
|
20
|
%
|
|
|
|
18
|
%
|
|
23
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Restructuring charges
|
|
$
|
4,969
|
|
|
$
|
117
|
|
|
4,147%
|
|
$
|
14,759
|
|
|
$
|
213
|
|
|
6,829%
|
As a percentage of revenue
|
|
1
|
%
|
|
—
|
%
|
|
|
|
2
|
%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Interest income
|
|
$
|
387
|
|
|
$
|
806
|
|
|
(52)%
|
|
$
|
1,325
|
|
|
$
|
1,503
|
|
|
(12)%
|
Interest expense
|
|
(22,370
|
)
|
|
(13,950
|
)
|
|
60%
|
|
(43,139
|
)
|
|
(26,831
|
)
|
|
61%
|
||||
Other, net
|
|
(15,744
|
)
|
|
(5,822
|
)
|
|
170%
|
|
(17,934
|
)
|
|
(12,054
|
)
|
|
49%
|
||||
Other expense, net
|
|
$
|
(37,727
|
)
|
|
$
|
(18,966
|
)
|
|
99%
|
|
$
|
(59,748
|
)
|
|
$
|
(37,382
|
)
|
|
60%
|
As a percentage of revenue
|
|
(11
|
)%
|
|
(5
|
)%
|
|
|
|
(8
|
)%
|
|
(5
|
)%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Provision for income taxes
|
|
$
|
(2,353
|
)
|
|
$
|
(6,648
|
)
|
|
(65)%
|
|
$
|
(4,384
|
)
|
|
$
|
(9,829
|
)
|
|
(55)%
|
As a percentage of revenue
|
|
(1
|
)%
|
|
(2
|
)%
|
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Equity in earnings of unconsolidated investees
|
|
$
|
5,449
|
|
|
$
|
8,350
|
|
|
(35)%
|
|
$
|
6,501
|
|
|
$
|
7,586
|
|
|
(14)%
|
As a percentage of revenue
|
|
2
|
%
|
|
2
|
%
|
|
|
|
1
|
%
|
|
1
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Net loss
|
|
$
|
(112,822
|
)
|
|
$
|
(92,181
|
)
|
|
22%
|
|
$
|
(264,462
|
)
|
|
$
|
(193,598
|
)
|
|
37%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
|
July 2, 2017
|
|
July 3, 2016
|
|
% Change
|
||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
19,062
|
|
|
$
|
22,189
|
|
|
(14)%
|
|
$
|
36,223
|
|
|
$
|
38,197
|
|
|
(5)%
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
|
July 2, 2017
|
|
July 3, 2016
|
||||
Net cash used in operating activities
|
|
$
|
(288,692
|
)
|
|
$
|
(669,992
|
)
|
Net cash used in investing activities
|
|
$
|
(104,345
|
)
|
|
$
|
(161,910
|
)
|
Net cash provided by financing activities
|
|
$
|
278,674
|
|
|
$
|
469,904
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2017 (remaining six months)
|
|
2018-2019
|
|
2020-2021
|
|
Beyond 2021
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
1,234,995
|
|
|
$
|
11,375
|
|
|
$
|
341,944
|
|
|
$
|
438,968
|
|
|
$
|
442,708
|
|
CEDA loan, including interest
2
|
|
65,063
|
|
|
1,275
|
|
|
5,100
|
|
|
5,100
|
|
|
53,588
|
|
|||||
Other debt, including interest
3
|
|
902,317
|
|
|
129,831
|
|
|
85,426
|
|
|
90,977
|
|
|
596,083
|
|
|||||
Future financing commitments
4
|
|
31,256
|
|
|
18,190
|
|
|
13,066
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
5
|
|
122,915
|
|
|
8,057
|
|
|
29,501
|
|
|
24,427
|
|
|
60,930
|
|
|||||
Sale-leaseback financing
6
|
|
221,231
|
|
|
8,890
|
|
|
29,955
|
|
|
28,040
|
|
|
154,346
|
|
|||||
Capital lease commitments
7
|
|
4,318
|
|
|
556
|
|
|
1,633
|
|
|
1,288
|
|
|
841
|
|
|||||
Non-cancellable purchase orders
8
|
|
206,698
|
|
|
206,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
9
|
|
913,964
|
|
|
372,777
|
|
|
376,341
|
|
|
162,846
|
|
|
2,000
|
|
|||||
Deferred purchase consideration in connection with acquisition
|
|
61,100
|
|
|
—
|
|
|
31,100
|
|
|
30,000
|
|
|
—
|
|
|||||
Total
|
|
$
|
3,763,857
|
|
|
$
|
757,649
|
|
|
$
|
914,066
|
|
|
$
|
781,646
|
|
|
$
|
1,310,496
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$1,125.0 million
in outstanding principal amount of our senior convertible debentures on
July 2, 2017
. For the purpose of the table above, we assume that all holders of the outstanding debentures will hold the debentures through the date of maturity, and upon conversion, the values of the senior convertible debentures will be equal to the aggregate principal amount with no premiums.
|
2
|
CEDA loan, including interest, relates to the proceeds of the
$30.0 million
aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031 and bear interest at a fixed rate of 8.50% through maturity.
|
3
|
Other debt, including interest, primarily relates to non-recourse finance projects and solar power systems and leases under our residential lease program as described in "Item
1
. Financial Statements—Notes to Consolidated Financial Statements—Note
8
. Commitments and Contingencies."
|
4
|
In connection with purchase and joint venture agreements with non-public companies, we will be required to provide additional financing to such parties of up to
$31.3 million
, subject to certain conditions.
|
5
|
Operating lease commitments primarily relate to certain solar power systems leased from unaffiliated third parties over minimum lease terms of up to 20 years and various facility lease agreements.
|
6
|
Sale-leaseback financing relates to future minimum lease obligations for solar power systems under sale-leaseback arrangements which were determined to include integral equipment and accounted for under the financing method
.
|
7
|
Capital lease commitments primarily relate to certain buildings, manufacturing
and equipment under capital leases in Europe for terms of up to 12 years.
|
8
|
Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.
|
9
|
Purchase commitments under agreements primarily relate to arrangements entered into with several suppliers, including some of our non-consolidated investees, for polysilicon, ingots, wafers, and
Solar Renewable Energy Credits, among others
. These agreements specify future quantities and pricing of products to be supplied by the vendors for periods up to
4
years and there are certain consequences, such as forfeiture of advanced deposits and liquidated damages relating to previous purchases, in the event that we terminate the arrangements.
During fiscal 2016, we did not fulfill all of the purchase commitments we were otherwise obligated to take by December 31, 2016, as specified in related contracts with a supplier. As of
July 2, 2017
, the Company has recorded an offsetting asset, recorded within "Prepaid expenses and other current assets," and liability, recorded within "Accrued liabilities," totaling
$32.0 million
. This amount represents the unfulfilled amount as of that date as the Company expects to satisfy the obligation via purchases of inventory in fiscal 2017, within the applicable contractual cure period.
|
Period
|
|
Total Number of Shares Purchased
1
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
|||||
April 3, 2017 through April 30, 2017
|
|
9,524
|
|
|
$
|
6.44
|
|
|
—
|
|
|
—
|
|
May 1, 2017 through May 28, 2017
|
|
4,946
|
|
|
$
|
7.12
|
|
|
—
|
|
|
—
|
|
May 29, 2017 through July 2, 2017
|
|
7,199
|
|
|
$
|
7.90
|
|
|
—
|
|
|
—
|
|
|
|
21,669
|
|
|
$
|
7.08
|
|
|
—
|
|
|
—
|
|
1
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Dated: August 1, 2017
|
By:
|
/s/ CHARLES D. BOYNTON
|
|
|
|
|
|
Charles D. Boynton
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
Exhibit Number
|
|
Description
|
10.1*
|
|
Amended and Restated Revolving Credit Agreement, dated June 23, 2017, by and among SunPower Corporation, its subsidiaries, SunPower Corporation, Systems, SunPower North America LLC, and SunPower Capital, LLC, and Credit Agricole Corporate and Investment Bank and the other lenders party thereto.
|
31.1*
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
31.2*
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
32.1**
|
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*+
|
|
XBRL Instance Document.
|
101.SCH*+
|
|
XBRL Taxonomy Schema Document.
|
101.CAL*+
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
101.LAB*+
|
|
XBRL Taxonomy Label Linkbase Document.
|
101.PRE*+
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
101.DEF*+
|
|
XBRL Taxonomy Definition Linkbase Document.
|
TABLE OF CONTENTS
|
||
ARTICLE I Definitions
|
1
|
|
SECTION 1.01.
|
Defined Terms
|
1
|
SECTION 1.02.
|
Classification of Loans and Borrowings.
|
19
|
SECTION 1.03.
|
Terms Generally.
|
19
|
SECTION 1.04.
|
Effectuation of Transactions.
|
19
|
SECTION 1.05.
|
Accounting Terms; GAAP.
|
19
|
ARTICLE II The Credits
|
20
|
|
SECTION 2.01.
|
Loan Commitments.
|
20
|
SECTION 2.02.
|
Loans and Borrowings.
|
20
|
SECTION 2.03.
|
Requests for Borrowing.
|
21
|
SECTION 2.04.
|
Funding of Borrowings.
|
22
|
SECTION 2.05.
|
Type; Interest Elections.
|
23
|
SECTION 2.06.
|
Termination and Reduction of Commitments.
|
24
|
SECTION 2.07.
|
Repayment of Loans; Evidence of Debt.
|
25
|
SECTION 2.08.
|
Optional Prepayment of Loans.
|
25
|
SECTION 2.09.
|
Mandatory Prepayment of Loans; Application of Payments after Event of Default.
|
26
|
SECTION 2.10.
|
Fees.
|
27
|
SECTION 2.11.
|
Interest.
|
27
|
SECTION 2.12.
|
Alternate Rate of Interest.
|
28
|
SECTION 2.13.
|
Increased Costs.
|
29
|
SECTION 2.14.
|
Break Funding Payments.
|
30
|
SECTION 2.15.
|
Taxes.
|
31
|
SECTION 2.16.
|
Payments Generally; Allocation of Proceeds; Sharing of Set-offs.
|
34
|
SECTION 2.17.
|
Mitigation Obligations; Replacement of Lenders.
|
36
|
SECTION 2.18.
|
Illegality.
|
37
|
SECTION 2.19.
|
[Reserved].
|
37
|
SECTION 2.20.
|
Change in Control.
|
37
|
SECTION 2.21.
|
[Reserved]
|
38
|
SECTION 2.22.
|
Defaulting Lenders.
|
38
|
ARTICLE III Representations and Warranties
|
40
|
|
SECTION 3.01.
|
Organization; Powers.
|
40
|
SECTION 3.02.
|
Authorization; Enforceability.
|
40
|
SECTION 3.03.
|
Governmental Approvals; No Conflicts.
|
40
|
SECTION 3.04.
|
Financial Condition.
|
40
|
SECTION 3.05.
|
Properties.
|
40
|
SECTION 3.06.
|
Litigation.
|
41
|
SECTION 3.07.
|
Compliance with Laws and Agreements; Licenses and Permits.
|
41
|
SECTION 3.08.
|
Investment Company Status.
|
41
|
SECTION 3.09.
|
Taxes.
|
41
|
SECTION 3.10.
|
ERISA.
|
41
|
SECTION 3.11.
|
[Reserved].
|
41
|
SECTION 3.12.
|
Federal Reserve Regulations.
|
41
|
SECTION 3.13.
|
USA PATRIOT Act and Other Regulations.
|
42
|
SECTION 3.14.
|
[Reserved].
|
42
|
SECTION 3.15.
|
Disclosure.
|
42
|
SECTION 3.16.
|
Solvency.
|
42
|
SECTION 3.17.
|
[Reserved].
|
42
|
SECTION 3.18.
|
[Reserved].
|
42
|
SECTION 3.19.
|
[Reserved].
|
42
|
SECTION 3.20.
|
Anti-Corruption Laws and Sanctions.
|
42
|
ARTICLE IV Conditions Precedent
|
43
|
|
SECTION 4.01.
|
Conditions Precedent to the Effective Date.
|
43
|
SECTION 4.02.
|
Credit Extensions On or After the Effective Date.
|
44
|
SECTION 4.03.
|
Parent Guaranty.
|
45
|
ARTICLE V Affirmative Covenants
|
46
|
|
SECTION 5.01.
|
Financial Statements and Other Information.
|
46
|
SECTION 5.02.
|
[Reserved]
|
47
|
SECTION 5.03.
|
Existence; Conduct of Business.
|
47
|
SECTION 5.04.
|
Maintenance of Properties.
|
47
|
SECTION 5.05.
|
Compliance with Laws.
|
47
|
SECTION 5.06.
|
Use of Proceeds.
|
48
|
SECTION 5.07.
|
Insurance.
|
48
|
SECTION 5.08.
|
[Reserved].
|
48
|
SECTION 5.09.
|
Books and Records.
|
48
|
SECTION 5.10.
|
Inspection Rights.
|
48
|
SECTION 5.11.
|
Payment of Taxes, Etc.
|
48
|
SECTION 5.12.
|
Cash Collateral.
|
49
|
SECTION 5.13.
|
Payment of Judgments.
|
49
|
ARTICLE VI [Reserved]
|
49
|
|
ARTICLE VII Events of Default
|
49
|
|
ARTICLE VIII The Agents
|
52
|
|
ARTICLE IX Miscellaneous
|
54
|
|
SECTION 9.01.
|
Notices.
|
54
|
SECTION 9.02.
|
Waivers; Amendments.
|
57
|
SECTION 9.03.
|
Expenses; Indemnity; Damage Waiver.
|
59
|
SECTION 9.04.
|
Successors and Assigns.
|
60
|
SECTION 9.05.
|
Survival.
|
65
|
SECTION 9.06.
|
Counterparts; Integration; Effectiveness.
|
65
|
SECTION 9.07.
|
Severability.
|
66
|
SECTION 9.08.
|
Right of Setoff.
|
66
|
SECTION 9.09.
|
Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.
|
66
|
SECTION 9.10.
|
Headings.
|
67
|
SECTION 9.11.
|
Confidentiality.
|
67
|
SECTION 9.12.
|
Several Obligations; Nonreliance; Violation of Law.
|
68
|
SECTION 9.13.
|
USA PATRIOT Act.
|
68
|
SECTION 9.14.
|
Interest Rate Limitation.
|
68
|
SECTION 9.15.
|
Termination of Security Agreement and Subsidiary Guaranty.
|
69
|
SECTION 9.16.
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
69
|
i.
|
to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by the Agent in connection therewith, and all amounts for which the Agent are entitled to compensation (including the
|
ii.
|
thereafter, to the payment of all Loans to the full extent thereof (with accrued interest being paid in full prior to application of amounts to pay principal); and
|
iii.
|
thereafter, to the payment to or upon the order of the Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
|
(A)
|
in the case of a Lender that is not a Foreign Lender, IRS Form W‑9;
|
(B)
|
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS Form W‑8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
|
(C)
|
in the case of a Foreign Lender for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;
|
(D)
|
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and (2) a certificate (a “
U.S. Tax Certificate
”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;
|
(E)
|
in the case of a Foreign Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a Participant) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D), (F) and (G) of this clause (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender;
provided
,
however
, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under
|
(F)
|
if a payment made to a Foreign Lender under any Loan Document would be subject to any withholding Taxes as a result of such Foreign Lender’s failure to comply with the requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Foreign Lender has or has not complied with such Foreign Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; or
|
(G)
|
any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Agent to determine the amount of Tax (if any) required by law to be withheld.
|
SUNPOWER CORPORATION
|
|
|
|
by
|
|
|
|
|
Name:
|
|
Title:
|
|
|
In its capacity as Parent Guarantor and as acknowledgement of its consent to this Agreement:
|
|
|
|
TOTAL S.A.
|
|
|
|
By
|
|
|
|
|
Name:
|
|
Title:
|
|
|
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, individually, as Agent and as Security Agent
|
|
|
|
By
|
|
|
|
|
Name:
|
|
Title:
|
|
|
By
|
|
|
|
|
Name:
|
|
Title:
|
|
|
|
|
[SIGNATURES OF OTHER LENDERS]
|
|
Bank
|
Revolving Credit Commitment
|
||
Crédit Agricole Corporate and Investment Bank
|
$
|
81,000,000.00
|
|
Deutsche Bank AG New York Branch
|
$
|
69,000,000.00
|
|
HSBC Bank USA, National Association
|
$
|
57,000,000.00
|
|
Mizuho Bank, Ltd.
|
$
|
57,000,000.00
|
|
Santander Bank, N.A.
|
$
|
24,000,000.00
|
|
Citicorp North America, Inc.
|
$
|
12,000,000.00
|
|
Total
|
|
$300,000,000.00
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|