|
||||
|
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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
|
|
95134
|
(Address of Principal Executive Offices and Zip Code)
|
|
|
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock
|
SPWR
|
NASDAQ
|
|
|
|
|
|
TABLE OF CONTENTS
|
||
|
|
Page
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
167,253
|
|
|
$
|
309,407
|
|
Restricted cash and cash equivalents, current portion
|
13,139
|
|
|
41,762
|
|
||
Accounts receivable, net1
|
211,921
|
|
|
175,605
|
|
||
Contract assets1
|
53,701
|
|
|
58,994
|
|
||
Inventories
|
350,575
|
|
|
308,146
|
|
||
Advances to suppliers, current portion
|
83,884
|
|
|
37,878
|
|
||
Project assets - plants and land, current portion
|
17,219
|
|
|
10,796
|
|
||
Prepaid expenses and other current assets
|
113,748
|
|
|
131,183
|
|
||
Total current assets
|
1,011,440
|
|
|
1,073,771
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
19,360
|
|
|
12,594
|
|
||
Restricted long-term marketable securities
|
6,126
|
|
|
5,955
|
|
||
Property, plant and equipment, net
|
434,011
|
|
|
839,871
|
|
||
Operating lease right-of-use assets
|
41,329
|
|
|
—
|
|
||
Solar power systems leased and to be leased, net
|
72,317
|
|
|
92,557
|
|
||
Advances to suppliers, net of current portion
|
62,914
|
|
|
133,694
|
|
||
Long-term financing receivables, net - held for sale
|
18,388
|
|
|
19,592
|
|
||
Other intangible assets, net
|
11,698
|
|
|
12,582
|
|
||
Other long-term assets
|
261,344
|
|
|
162,033
|
|
||
Total assets
|
$
|
1,938,927
|
|
|
$
|
2,352,649
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable1
|
$
|
398,071
|
|
|
$
|
325,550
|
|
Accrued liabilities1
|
192,412
|
|
|
235,252
|
|
||
Operating lease liabilities, current portion
|
8,321
|
|
|
—
|
|
||
Contract liabilities, current portion1
|
109,118
|
|
|
104,130
|
|
||
Short-term debt
|
62,874
|
|
|
40,074
|
|
||
Total current liabilities
|
770,796
|
|
|
705,006
|
|
||
|
|
|
|
||||
Long-term debt
|
102,347
|
|
|
40,528
|
|
||
Convertible debt1
|
819,308
|
|
|
818,356
|
|
||
Operating lease liabilities, net of current portion
|
38,938
|
|
|
—
|
|
||
Contract liabilities, net of current portion1
|
75,934
|
|
|
99,509
|
|
||
Other long-term liabilities
|
228,249
|
|
|
839,136
|
|
||
Total liabilities
|
2,035,572
|
|
|
2,502,535
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of June 30, 2019 and December 30, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500 shares authorized; 154,105 shares issued, and 142,515 shares outstanding as of June 30, 2019; 152,085 shares issued, and 141,180 shares outstanding as of December 30, 2018
|
143
|
|
|
141
|
|
||
Additional paid-in capital
|
2,476,788
|
|
|
2,463,370
|
|
||
Accumulated deficit
|
(2,440,102
|
)
|
|
(2,480,988
|
)
|
||
Accumulated other comprehensive loss
|
(3,885
|
)
|
|
(4,150
|
)
|
||
Treasury stock, at cost: 11,590 shares of common stock as of June 30, 2019; 10,905 shares of common stock as of December 30, 2018
|
(191,434
|
)
|
|
(187,069
|
)
|
||
Total stockholders' deficit
|
(158,490
|
)
|
|
(208,696
|
)
|
||
Noncontrolling interests in subsidiaries
|
61,845
|
|
|
58,810
|
|
||
Total deficit
|
(96,645
|
)
|
|
(149,886
|
)
|
||
Total liabilities and equity
|
$
|
1,938,927
|
|
|
$
|
2,352,649
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Solar power systems, components, and other1
|
|
$
|
426,841
|
|
|
$
|
353,780
|
|
|
$
|
768,283
|
|
|
$
|
682,640
|
|
Residential leasing
|
|
1,676
|
|
|
95,317
|
|
|
5,560
|
|
|
158,345
|
|
||||
Solar services
|
|
7,764
|
|
|
—
|
|
|
10,663
|
|
|
—
|
|
||||
|
|
436,281
|
|
|
449,097
|
|
|
784,506
|
|
|
840,985
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||||||
Solar power systems, components, and other1
|
|
412,383
|
|
|
692,640
|
|
|
793,289
|
|
|
1,031,063
|
|
||||
Residential leasing
|
|
1,350
|
|
|
66,418
|
|
|
4,372
|
|
|
109,309
|
|
||||
Solar services
|
|
2,748
|
|
|
—
|
|
|
4,330
|
|
|
—
|
|
||||
|
|
416,481
|
|
|
759,058
|
|
|
801,991
|
|
|
1,140,372
|
|
||||
Gross profit (loss)
|
|
19,800
|
|
|
(309,961
|
)
|
|
(17,485
|
)
|
|
(299,387
|
)
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Research and development1
|
|
18,159
|
|
|
31,275
|
|
|
33,152
|
|
|
50,327
|
|
||||
Sales, general and administrative
|
|
61,978
|
|
|
64,908
|
|
|
124,835
|
|
|
130,203
|
|
||||
Restructuring charges
|
|
2,453
|
|
|
3,504
|
|
|
1,788
|
|
|
14,681
|
|
||||
Gain on sale and impairment of residential lease assets
|
|
8,301
|
|
|
68,269
|
|
|
17,527
|
|
|
117,361
|
|
||||
Gain on business divestiture
|
|
(137,286
|
)
|
|
—
|
|
|
(143,400
|
)
|
|
—
|
|
||||
Total operating expenses
|
|
(46,395
|
)
|
|
167,956
|
|
|
33,902
|
|
|
312,572
|
|
||||
Operating income (loss)
|
|
66,195
|
|
|
(477,917
|
)
|
|
(51,387
|
)
|
|
(611,959
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
566
|
|
|
664
|
|
|
1,418
|
|
|
1,193
|
|
||||
Interest expense1
|
|
(16,424
|
)
|
|
(26,718
|
)
|
|
(33,215
|
)
|
|
(51,824
|
)
|
||||
Other, net
|
|
67,768
|
|
|
36,624
|
|
|
100,841
|
|
|
52,418
|
|
||||
Other income (expense), net
|
|
51,910
|
|
|
10,570
|
|
|
69,044
|
|
|
1,787
|
|
||||
Income (loss) before income taxes and equity in losses of unconsolidated investees
|
|
118,105
|
|
|
(467,347
|
)
|
|
17,657
|
|
|
(610,172
|
)
|
||||
Provision for income taxes
|
|
(6,068
|
)
|
|
(3,081
|
)
|
|
(11,865
|
)
|
|
(5,709
|
)
|
||||
Equity in losses of unconsolidated investees
|
|
(1,963
|
)
|
|
(13,415
|
)
|
|
(283
|
)
|
|
(15,559
|
)
|
||||
Net income (loss)
|
|
110,074
|
|
|
(483,843
|
)
|
|
5,509
|
|
|
(631,440
|
)
|
||||
Net income attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
11,385
|
|
|
36,726
|
|
|
26,226
|
|
|
68,349
|
|
||||
Net income (loss) attributable to stockholders
|
|
$
|
121,459
|
|
|
$
|
(447,117
|
)
|
|
$
|
31,735
|
|
|
$
|
(563,091
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.85
|
|
|
$
|
(3.17
|
)
|
|
$
|
0.22
|
|
|
$
|
(4.01
|
)
|
Diluted
|
|
$
|
0.75
|
|
|
$
|
(3.17
|
)
|
|
$
|
0.22
|
|
|
$
|
(4.01
|
)
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
142,471
|
|
|
140,926
|
|
|
142,095
|
|
|
140,569
|
|
||||
Diluted
|
|
166,837
|
|
|
140,926
|
|
|
143,062
|
|
|
140,569
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Net income (loss)
|
|
$
|
110,074
|
|
|
$
|
(483,843
|
)
|
|
$
|
5,509
|
|
|
$
|
(631,440
|
)
|
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Translation adjustment
|
|
811
|
|
|
(1,074
|
)
|
|
790
|
|
|
(326
|
)
|
||||
Net change in derivatives (Note 12)
|
|
(900
|
)
|
|
436
|
|
|
(715
|
)
|
|
2,042
|
|
||||
Income taxes
|
|
255
|
|
|
(142
|
)
|
|
190
|
|
|
(385
|
)
|
||||
Total other comprehensive income (loss)
|
|
166
|
|
|
(780
|
)
|
|
265
|
|
|
1,331
|
|
||||
Total comprehensive income (loss)
|
|
110,240
|
|
|
(484,623
|
)
|
|
5,774
|
|
|
(630,109
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
11,385
|
|
|
36,726
|
|
|
26,226
|
|
|
68,349
|
|
||||
Comprehensive income (loss) attributable to stockholders
|
|
$
|
121,625
|
|
|
$
|
(447,897
|
)
|
|
$
|
32,000
|
|
|
$
|
(561,760
|
)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
|
Noncontrolling Interests
|
|
Total Equity (Deficit)
|
|||||||||||||||||
Balances at December 30, 2018
|
|
141,178
|
|
|
$
|
141
|
|
|
$
|
2,463,370
|
|
|
$
|
(187,069
|
)
|
|
$
|
(4,150
|
)
|
|
$
|
(2,480,988
|
)
|
|
$
|
(208,696
|
)
|
|
$
|
58,810
|
|
|
$
|
(149,886
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,724
|
)
|
|
(89,724
|
)
|
|
(14,841
|
)
|
|
(104,565
|
)
|
||||||||
Cumulative-effect upon adoption of ASC 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,151
|
|
|
9,151
|
|
|
—
|
|
|
9,151
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
1,848
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
6,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,628
|
|
|
—
|
|
|
6,628
|
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,987
|
|
|
20,987
|
|
||||||||
Purchases of treasury stock
|
|
(633
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3,871
|
)
|
|
—
|
|
|
—
|
|
|
(3,872
|
)
|
|
—
|
|
|
(3,872
|
)
|
||||||||
Balances at March 31, 2019
|
|
142,393
|
|
|
142
|
|
|
2,469,998
|
|
|
(190,940
|
)
|
|
(4,051
|
)
|
|
(2,561,561
|
)
|
|
(286,412
|
)
|
|
64,956
|
|
|
(221,456
|
)
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,459
|
|
|
121,459
|
|
|
(11,385
|
)
|
|
110,074
|
|
||||||||
Cumulative-effect upon adoption of ASC 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
173
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
6,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,790
|
|
|
—
|
|
|
6,790
|
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,590
|
|
|
8,590
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
(316
|
)
|
||||||||
Purchases of treasury stock
|
|
(51
|
)
|
|
|
|
—
|
|
|
(494
|
)
|
|
—
|
|
|
—
|
|
|
(494
|
)
|
|
—
|
|
|
(494
|
)
|
|||||||||
Balances at June 30, 2019
|
|
142,515
|
|
|
$
|
143
|
|
|
$
|
2,476,788
|
|
|
$
|
(191,434
|
)
|
|
$
|
(3,885
|
)
|
|
$
|
(2,440,102
|
)
|
|
$
|
(158,490
|
)
|
|
$
|
61,845
|
|
|
$
|
(96,645
|
)
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Redeemable Noncontrolling Interests
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
|
Noncontrolling Interests
|
|
Total Equity (Deficit)
|
|||||||||||||||||||
Balances at December 31, 2017
|
|
$
|
15,236
|
|
|
139,658
|
|
|
$
|
140
|
|
|
$
|
2,442,513
|
|
|
$
|
(181,539
|
)
|
|
$
|
(3,008
|
)
|
|
$
|
(1,669,897
|
)
|
|
$
|
588,209
|
|
|
$
|
104,179
|
|
|
$
|
692,388
|
|
Net loss
|
|
(10,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,974
|
)
|
|
(115,974
|
)
|
|
(21,123
|
)
|
|
(137,097
|
)
|
|||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,112
|
|
|
—
|
|
|
2,112
|
|
|
—
|
|
|
2,112
|
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
1,799
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,394
|
|
|
—
|
|
|
7,394
|
|
|||||||||
Contributions from noncontrolling interests
|
|
11,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,042
|
|
|
25,042
|
|
|||||||||
Distributions to noncontrolling interests
|
|
(2,316
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,005
|
)
|
|
(4,005
|
)
|
|||||||||
Purchases of treasury stock
|
|
—
|
|
|
(611
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4,526
|
)
|
|
—
|
|
|
—
|
|
|
(4,527
|
)
|
|
—
|
|
|
(4,527
|
)
|
|||||||||
Balances at April 1, 2018
|
|
$
|
14,105
|
|
|
140,846
|
|
|
$
|
141
|
|
|
$
|
2,449,907
|
|
|
$
|
(186,065
|
)
|
|
$
|
(896
|
)
|
|
$
|
(1,785,871
|
)
|
|
$
|
477,216
|
|
|
$
|
104,093
|
|
|
$
|
581,309
|
|
Net loss
|
|
(11,115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(447,117
|
)
|
|
(447,117
|
)
|
|
(25,611
|
)
|
|
(472,728
|
)
|
|||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
|
(780
|
)
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,906
|
|
|
—
|
|
|
5,906
|
|
|||||||||
Contributions from noncontrolling interests
|
|
13,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,615
|
|
|
22,615
|
|
|||||||||
Distributions to noncontrolling interests
|
|
(2,602
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,307
|
)
|
|
(5,307
|
)
|
|||||||||
Purchases of treasury stock
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(374
|
)
|
|||||||||
Balances at July 1, 2018
|
|
$
|
14,335
|
|
|
140,985
|
|
|
$
|
141
|
|
|
$
|
2,455,813
|
|
|
$
|
(186,439
|
)
|
|
$
|
(1,676
|
)
|
|
$
|
(2,232,988
|
)
|
|
$
|
34,851
|
|
|
$
|
95,790
|
|
|
$
|
130,641
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
5,509
|
|
|
$
|
(631,440
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
46,724
|
|
|
78,401
|
|
||
Non-cash restructuring charges
|
|
2,346
|
|
|
—
|
|
||
Stock-based compensation
|
|
11,936
|
|
|
13,697
|
|
||
Non-cash interest expense
|
|
4,925
|
|
|
8,262
|
|
||
Dividend from equity method investee
|
|
—
|
|
|
3,947
|
|
||
Equity in losses of unconsolidated investees
|
|
283
|
|
|
15,559
|
|
||
Unrealized gain on equity investment
|
|
(100,500
|
)
|
|
—
|
|
||
Gain on business divestiture
|
|
(143,400
|
)
|
|
—
|
|
||
Gain on sale of equity investment, net
|
|
—
|
|
|
(50,025
|
)
|
||
Deferred income taxes
|
|
2,044
|
|
|
1,431
|
|
||
Impairment of property, plant and equipment
|
|
777
|
|
|
369,168
|
|
||
Gain on sale and impairment of residential lease assets
|
|
25,954
|
|
|
117,361
|
|
||
Other, net
|
|
—
|
|
|
(2,443
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(48,631
|
)
|
|
(4,033
|
)
|
||
Contract assets
|
|
7,409
|
|
|
(35,375
|
)
|
||
Inventories
|
|
(62,104
|
)
|
|
(75,849
|
)
|
||
Project assets
|
|
(6,198
|
)
|
|
11,086
|
|
||
Prepaid expenses and other assets
|
|
(15,485
|
)
|
|
34,308
|
|
||
Operating lease right-of-use assets
|
|
(8,780
|
)
|
|
—
|
|
||
Long-term financing receivables, net - held for sale
|
|
(954
|
)
|
|
(109,156
|
)
|
||
Advances to suppliers
|
|
24,774
|
|
|
15,122
|
|
||
Accounts payable and other accrued liabilities
|
|
11,199
|
|
|
(79,444
|
)
|
||
Contract liabilities
|
|
3,418
|
|
|
(35,919
|
)
|
||
Operating lease liabilities
|
|
8,663
|
|
|
—
|
|
||
Net cash used in operating activities
|
|
(230,091
|
)
|
|
(355,342
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(18,204
|
)
|
|
(25,362
|
)
|
||
Cash paid for solar power systems, leased, net
|
|
—
|
|
|
(38,688
|
)
|
||
Cash paid for solar power systems
|
|
(43,323
|
)
|
|
(3,436
|
)
|
||
Proceeds from business divestiture, net of cash sold
|
|
40,491
|
|
|
—
|
|
||
Dividend from equity method investee
|
|
—
|
|
|
12,952
|
|
||
Proceeds from sale of property, plant, and equipment
|
|
228
|
|
|
—
|
|
||
Proceeds from sale of equity method investment
|
|
—
|
|
|
417,766
|
|
||
Cash paid for investments in unconsolidated investees
|
|
(10,000
|
)
|
|
(14,061
|
)
|
||
Net cash provided by (used in) investing activities
|
|
(30,808
|
)
|
|
349,171
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from bank loans and other debt
|
|
143,666
|
|
|
116,459
|
|
||
Repayment of 0.75% debentures due 2018, bank loans and other debt
|
|
(125,060
|
)
|
|
(419,527
|
)
|
||
Proceeds from issuance of non-recourse residential financing, net of issuance costs
|
|
65,731
|
|
|
67,109
|
|
||
Repayment of non-recourse residential financing
|
|
(1,156
|
)
|
|
(9,899
|
)
|
||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
29,577
|
|
|
73,290
|
|
||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects
|
|
(316
|
)
|
|
(12,582
|
)
|
||
Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs
|
|
—
|
|
|
22,286
|
|
||
Repayment of non-recourse power plant and commercial financing
|
|
—
|
|
|
(4,678
|
)
|
||
Payment for prior business combination
|
|
(9,000
|
)
|
|
—
|
|
||
Settlement of contingent consideration arrangement
|
|
(2,448
|
)
|
|
—
|
|
||
Purchases of stock for tax withholding obligations on vested restricted stock
|
|
(4,365
|
)
|
|
(4,900
|
)
|
||
Net cash provided by (used in) financing activities
|
|
96,629
|
|
|
(172,442
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
259
|
|
|
(1,124
|
)
|
||
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents
|
|
(164,011
|
)
|
|
(179,737
|
)
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period1
|
|
363,763
|
|
|
544,337
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period1
|
|
$
|
199,752
|
|
|
$
|
364,600
|
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
|
||||
Costs of solar power systems, leased, sourced from existing inventory
|
|
|
|
|
$
|
21,640
|
|
|
Costs of solar power systems, leased, funded by liabilities
|
|
|
|
|
$
|
5,166
|
|
|
Costs of solar power systems sourced from existing inventory
|
|
$
|
21,173
|
|
|
$
|
—
|
|
Costs of solar power systems funded by liabilities
|
|
$
|
4,529
|
|
|
$
|
—
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
|
$
|
—
|
|
|
$
|
15,580
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
22,560
|
|
|
$
|
15,954
|
|
Transaction fees funded by liability related to the sale of equity method investment
|
|
$
|
—
|
|
|
$
|
3,911
|
|
Contractual obligations satisfied with inventory
|
|
$
|
—
|
|
|
$
|
40,881
|
|
Assumption of debt by buyer upon sale of equity interest
|
|
$
|
—
|
|
|
$
|
27,321
|
|
Right-of-use assets obtained in exchange of lease obligations2
|
|
$
|
94,805
|
|
|
$
|
—
|
|
Derecognition of financing obligations upon business divestiture3
|
|
$
|
590,884
|
|
|
$
|
—
|
|
Holdback related to business divestiture3
|
|
$
|
2,425
|
|
|
$
|
—
|
|
1)
|
did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed;
|
2)
|
did not re-assess initial direct costs for any existing leases;
|
3)
|
used hindsight for determining the lease term for all leases whereon ASC 842 has been applied;
|
4)
|
elected to not separate the lease and non-lease components;
|
5)
|
elected to not apply the recognition and measurement requirements of the new guidance to short-term leases;
|
6)
|
did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance;
|
(In thousands)
|
|
December 31, 2018
|
|
Adoption of ASC 842
|
|
December 31, 2018
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
131,183
|
|
|
$
|
(4,433
|
)
|
|
$
|
126,750
|
|
Operating lease right-of-use assets
|
|
—
|
|
|
81,525
|
|
|
81,525
|
|
|||
Other long-term assets
|
|
162,033
|
|
|
(14,028
|
)
|
|
148,005
|
|
|||
Current Liabilities:
|
|
|
|
|
|
|
||||||
Accrued liabilities
|
|
235,252
|
|
|
(2,455
|
)
|
|
232,797
|
|
|||
Operating lease liabilities
|
|
—
|
|
|
11,499
|
|
|
11,499
|
|
|||
Contract liabilities, current portion
|
|
104,130
|
|
|
(2,079
|
)
|
|
102,051
|
|
|||
Non-current liabilities:
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion
|
|
—
|
|
|
70,132
|
|
|
70,132
|
|
|||
Contract liabilities, net of current portion
|
|
99,509
|
|
|
(19,928
|
)
|
|
79,581
|
|
|||
Other long-term liabilities
|
|
839,136
|
|
|
(3,256
|
)
|
|
835,880
|
|
|||
Equity:
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
$
|
(2,480,988
|
)
|
|
$
|
9,151
|
|
|
$
|
(2,471,837
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Accounts receivable
|
|
$
|
8,528
|
|
|
$
|
3,823
|
|
Contract assets
|
|
21
|
|
|
18
|
|
||
Contract liabilities, current portion1
|
|
20,402
|
|
|
18,408
|
|
||
Contract liabilities, net of current portion1
|
|
36,701
|
|
|
45,258
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Solar power systems, components, and other
|
$
|
6,641
|
|
|
$
|
5,369
|
|
|
$
|
12,684
|
|
|
$
|
18,099
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Solar power systems, components, and other
|
5,032
|
|
|
5,638
|
|
|
9,374
|
|
|
9,188
|
|
||||
Research and development expense:
|
|
|
|
|
|
|
|
||||||||
Offsetting contributions received under the R&D Agreement
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(87
|
)
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Guarantee fees incurred under the Credit Support Agreement
|
93
|
|
|
1,376
|
|
|
244
|
|
|
2,783
|
|
||||
Interest expense incurred on the 0.75% debentures due 2018
|
—
|
|
|
172
|
|
|
—
|
|
|
547
|
|
||||
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
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
(In thousands)
|
|
SunPower Technologies
|
|
SunPower Energy Services
|
|
Total Revenue
|
||||||||||||||||||
Category
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||||||
Module and component sales
|
|
$
|
113,805
|
|
|
$
|
141,123
|
|
|
$
|
143,707
|
|
|
$
|
117,545
|
|
|
$
|
257,512
|
|
|
$
|
258,668
|
|
Solar power systems sales and EPC services
|
|
110,749
|
|
|
38,290
|
|
|
47,304
|
|
|
46,065
|
|
|
158,053
|
|
|
84,355
|
|
||||||
Operations and maintenance
|
|
—
|
|
|
—
|
|
|
11,276
|
|
|
10,757
|
|
|
11,276
|
|
|
10,757
|
|
||||||
Residential leasing
|
|
—
|
|
|
—
|
|
|
1,676
|
|
|
95,317
|
|
|
1,676
|
|
|
95,317
|
|
||||||
Solar services1
|
|
—
|
|
|
—
|
|
|
7,764
|
|
|
—
|
|
|
7,764
|
|
|
—
|
|
||||||
Net Revenue
|
|
224,554
|
|
|
179,413
|
|
|
211,727
|
|
|
269,684
|
|
|
436,281
|
|
|
449,097
|
|
|
|
Six Months Ended
|
||||||||||||||||||||||
(In thousands)
|
|
SunPower Technologies
|
|
SunPower Energy Services
|
|
Total Revenue
|
||||||||||||||||||
Category
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||||||
Module and component sales
|
|
$
|
193,328
|
|
|
$
|
249,788
|
|
|
$
|
259,363
|
|
|
$
|
232,387
|
|
|
$
|
452,691
|
|
|
$
|
482,175
|
|
Solar power systems sales and EPC services
|
|
201,230
|
|
|
74,586
|
|
|
93,842
|
|
|
103,918
|
|
|
295,072
|
|
|
178,504
|
|
||||||
Operations and maintenance
|
|
—
|
|
|
—
|
|
|
20,520
|
|
|
21,961
|
|
|
20,520
|
|
|
21,961
|
|
||||||
Residential leasing
|
|
—
|
|
|
—
|
|
|
5,560
|
|
|
158,345
|
|
|
5,560
|
|
|
158,345
|
|
||||||
Solar services1
|
|
—
|
|
|
—
|
|
|
10,663
|
|
|
—
|
|
|
10,663
|
|
|
—
|
|
||||||
Revenue
|
|
394,558
|
|
|
324,374
|
|
|
389,948
|
|
|
516,611
|
|
|
784,506
|
|
|
840,985
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands, except number of projects)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Increase (decrease) in revenue from net changes in transaction prices
|
|
$
|
—
|
|
|
$
|
(4,639
|
)
|
|
$
|
(3,301
|
)
|
|
$
|
(4,639
|
)
|
Increase (decrease) in revenue from net changes in input cost estimates
|
|
—
|
|
|
(10,876
|
)
|
|
2,410
|
|
|
(9,165
|
)
|
||||
Net increase (decrease) in revenue from net changes in estimates
|
|
$
|
—
|
|
|
$
|
(15,515
|
)
|
|
$
|
(891
|
)
|
|
$
|
(13,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of projects
|
|
0
|
|
|
3
|
|
|
1
|
|
|
4
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net change in estimate as a percentage of aggregate revenue for associated projects
|
|
—
|
%
|
|
(17.9
|
)%
|
|
(11.3
|
)%
|
|
(4.2
|
)%
|
Project
|
|
Revenue Category
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
Percentage of Revenue Recognized1
|
Various Distribution Generation Projects
|
|
Solar power systems sales and EPC services
|
|
Various
|
|
2020
|
|
70.4%
|
|
|
|
||
(In thousands)
|
|
|
||
Restricted cash and cash equivalents, current portion
|
|
$
|
43,641
|
|
Accounts receivable, net
|
|
7,959
|
|
|
Prepaid expenses and other current assets
|
|
957
|
|
|
Restricted cash and cash equivalents, net of current portion
|
|
1,746
|
|
|
Operating lease right-of-use assets
|
|
46,109
|
|
|
Property, plant and equipment
|
|
477,816
|
|
|
Total assets
|
|
578,228
|
|
|
|
|
|
||
Accounts payable
|
|
1,071
|
|
|
Accrued Liabilities
|
|
1,641
|
|
|
Operating lease liabilities, current
|
|
2,443
|
|
|
Operating lease liabilities, non-current
|
|
38,803
|
|
|
Other long-term liabilities1
|
|
600,675
|
|
|
Total liabilities
|
|
644,633
|
|
|
Net liabilities sold
|
|
$
|
(66,405
|
)
|
|
|
Six months ended
|
||
(In thousands)
|
|
June 30, 2019
|
||
Cash received from sale
|
|
$
|
81,262
|
|
Other intangible assets
|
|
3,000
|
|
|
Net liabilities sold
|
|
66,405
|
|
|
Holdback receivables
|
|
2,425
|
|
|
Net retained obligations
|
|
(9,692
|
)
|
|
Net gain on sale
|
|
$
|
143,400
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Accounts receivable, gross1,2
|
|
$
|
233,858
|
|
|
$
|
193,980
|
|
Less: allowance for doubtful accounts
|
|
(21,075
|
)
|
|
(16,906
|
)
|
||
Less: allowance for sales returns
|
|
(862
|
)
|
|
(1,469
|
)
|
||
Accounts receivable, net
|
|
$
|
211,921
|
|
|
$
|
175,605
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Raw materials
|
|
$
|
67,290
|
|
|
$
|
58,378
|
|
Work-in-process
|
|
86,097
|
|
|
86,639
|
|
||
Finished goods
|
|
197,188
|
|
|
163,129
|
|
||
Inventories1
|
|
$
|
350,575
|
|
|
$
|
308,146
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Deferred project costs
|
|
$
|
29,287
|
|
|
$
|
30,394
|
|
VAT receivables, current portion
|
|
8,427
|
|
|
9,506
|
|
||
Deferred costs for solar power systems
|
|
12,935
|
|
|
17,805
|
|
||
Derivative financial instruments
|
|
709
|
|
|
729
|
|
||
Other receivables
|
|
45,881
|
|
|
48,062
|
|
||
Prepaid taxes
|
|
—
|
|
|
853
|
|
||
Other prepaid expenses
|
|
16,397
|
|
|
23,568
|
|
||
Other current assets
|
|
112
|
|
|
266
|
|
||
Prepaid expenses and other current assets
|
|
$
|
113,748
|
|
|
$
|
131,183
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Manufacturing equipment
|
|
$
|
109,670
|
|
|
$
|
112,904
|
|
Land and buildings
|
|
161,393
|
|
|
161,299
|
|
||
Leasehold improvements
|
|
119,728
|
|
|
119,597
|
|
||
Solar power systems1
|
|
94,072
|
|
|
544,139
|
|
||
Computer equipment
|
|
96,735
|
|
|
98,274
|
|
||
Furniture and fixtures
|
|
10,626
|
|
|
10,594
|
|
||
Construction-in-process
|
|
49,720
|
|
|
9,678
|
|
||
Property, plant and equipment, gross
|
|
641,944
|
|
|
1,056,485
|
|
||
Less: accumulated depreciation
|
|
(207,933
|
)
|
|
(216,614
|
)
|
||
Property, plant and equipment, net
|
|
$
|
434,011
|
|
|
$
|
839,871
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
United States
|
|
$
|
157,905
|
|
|
$
|
575,451
|
|
Philippines
|
|
97,801
|
|
|
104,639
|
|
||
Malaysia
|
|
145,910
|
|
|
126,056
|
|
||
Mexico
|
|
20,924
|
|
|
21,566
|
|
||
Europe
|
|
11,395
|
|
|
12,043
|
|
||
Other
|
|
76
|
|
|
116
|
|
||
Property, plant and equipment, net, by geography1
|
|
$
|
434,011
|
|
|
$
|
839,871
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Equity investments with readily determinable fair value
|
|
$
|
136,725
|
|
|
$
|
36,225
|
|
Equity investments without readily determinable fair value
|
|
8,808
|
|
|
8,810
|
|
||
Equity investment with fair value option
|
|
19,454
|
|
|
8,831
|
|
||
Equity method investments
|
|
35,045
|
|
|
34,828
|
|
||
Other
|
|
61,312
|
|
|
73,339
|
|
||
Other long-term assets
|
|
$
|
261,344
|
|
|
$
|
162,033
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Employee compensation and employee benefits
|
|
$
|
36,065
|
|
|
$
|
44,337
|
|
Deferred revenue1
|
|
306
|
|
|
4,251
|
|
||
Interest payable
|
|
10,128
|
|
|
11,786
|
|
||
Short-term warranty reserves
|
|
41,703
|
|
|
38,161
|
|
||
Restructuring reserve
|
|
2,690
|
|
|
6,310
|
|
||
VAT payables
|
|
8,562
|
|
|
8,325
|
|
||
Derivative financial instruments
|
|
1,076
|
|
|
1,161
|
|
||
Legal expenses
|
|
13,163
|
|
|
12,442
|
|
||
Taxes payable
|
|
20,537
|
|
|
19,146
|
|
||
Liability due to supply agreement
|
|
29,329
|
|
|
28,045
|
|
||
Other
|
|
28,853
|
|
|
61,288
|
|
||
Accrued liabilities
|
|
$
|
192,412
|
|
|
$
|
235,252
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Deferred revenue1
|
|
$
|
42,295
|
|
|
$
|
55,764
|
|
Long-term warranty reserves
|
|
117,221
|
|
|
134,105
|
|
||
Long-term sale-leaseback financing
|
|
—
|
|
|
583,418
|
|
||
Unrecognized tax benefits
|
|
18,328
|
|
|
16,815
|
|
||
Long-term pension liability
|
|
2,841
|
|
|
2,567
|
|
||
Derivative financial instruments
|
|
1,193
|
|
|
152
|
|
||
Long-term liability due to supply agreement
|
|
26,804
|
|
|
28,198
|
|
||
Other
|
|
19,567
|
|
|
18,117
|
|
||
Other long-term liabilities
|
|
$
|
228,249
|
|
|
$
|
839,136
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Cumulative translation adjustment
|
|
$
|
(10,331
|
)
|
|
$
|
(11,121
|
)
|
Net unrealized loss on derivatives
|
|
(860
|
)
|
|
(145
|
)
|
||
Net gain on long-term pension liability adjustment
|
|
7,066
|
|
|
7,066
|
|
||
Deferred taxes
|
|
240
|
|
|
50
|
|
||
Accumulated other comprehensive loss
|
|
$
|
(3,885
|
)
|
|
$
|
(4,150
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Solar power systems leased and to be leased, net1:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
136,592
|
|
|
$
|
139,343
|
|
Solar power systems to be leased
|
|
—
|
|
|
12,158
|
|
||
|
|
136,592
|
|
|
151,501
|
|
||
Less: accumulated depreciation and impairment2
|
|
(64,275
|
)
|
|
(58,944
|
)
|
||
Solar power systems leased and to be leased, net
|
|
$
|
72,317
|
|
|
$
|
92,557
|
|
(In thousands)
|
|
Fiscal 2019
(remaining six months)
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum future rentals on operating leases placed in service1
|
|
$
|
623
|
|
|
$
|
1,197
|
|
|
$
|
1,201
|
|
|
$
|
1,206
|
|
|
$
|
1,211
|
|
|
$
|
18,726
|
|
|
$
|
24,164
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Financing receivables, held for sale:
|
|
|
|
|
||||
Minimum lease payments receivable
|
|
$
|
44,876
|
|
|
$
|
43,939
|
|
Unguaranteed residual value
|
|
4,659
|
|
|
4,450
|
|
||
Unearned income
|
|
(9,008
|
)
|
|
(8,859
|
)
|
||
Allowance for estimated losses
|
|
(20,968
|
)
|
|
(18,656
|
)
|
||
Net financing receivables, held for sale
|
|
$
|
19,559
|
|
|
$
|
20,874
|
|
Net financing receivables - current, held for sale
|
|
$
|
1,171
|
|
|
$
|
1,282
|
|
Net financing receivables - non-current, held for sale
|
|
$
|
18,388
|
|
|
$
|
19,592
|
|
(In thousands)
|
|
Fiscal 2019
(remaining six months)
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Scheduled maturities of minimum lease payments receivable1
|
|
$
|
1,131
|
|
|
$
|
2,215
|
|
|
$
|
2,225
|
|
|
$
|
2,234
|
|
|
$
|
2,245
|
|
|
$
|
34,826
|
|
|
$
|
44,876
|
|
•
|
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.
|
|
|
June 30, 2019
|
|
December 30, 2018
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Total Fair Value
|
|
Level 3
|
|
Level 2
|
|
Level 1
|
|
Total Fair Value
|
|
Level 3
|
|
Level 2
|
|
Level 1
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative financial instruments (Note 12)
|
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
729
|
|
|
$
|
—
|
|
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity investment (Note 10)
|
|
19,454
|
|
|
19,454
|
|
|
—
|
|
|
—
|
|
|
8,831
|
|
|
8,831
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable equity investments (Note 10)
|
|
136,725
|
|
|
—
|
|
|
—
|
|
|
136,725
|
|
|
36,225
|
|
|
—
|
|
|
—
|
|
|
36,225
|
|
||||||||
Total assets
|
|
$
|
156,888
|
|
|
$
|
19,454
|
|
|
$
|
709
|
|
|
$
|
136,725
|
|
|
$
|
45,785
|
|
|
$
|
8,831
|
|
|
$
|
729
|
|
|
$
|
36,225
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative financial instruments (Note 12)
|
|
$
|
1,027
|
|
|
$
|
—
|
|
|
$
|
1,027
|
|
|
$
|
—
|
|
|
$
|
1,161
|
|
|
$
|
—
|
|
|
$
|
1,161
|
|
|
$
|
—
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative financial instruments (Note 12)
|
|
376
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
152
|
|
|
|
|
152
|
|
|
—
|
|
|||||||||
Total liabilities
|
|
$
|
1,403
|
|
|
$
|
—
|
|
|
$
|
1,403
|
|
|
$
|
—
|
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
|
Six Months Ended
|
||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
Cumulative To Date
|
||||||
February 2018 Restructuring Plan:
|
|
|
|
|
|
|
||||||
Non-cash asset impairment charges
|
|
$
|
2,346
|
|
|
$
|
—
|
|
|
$
|
2,346
|
|
Severance and benefits
|
|
$
|
(382
|
)
|
|
$
|
10,493
|
|
|
$
|
11,748
|
|
Other costs (benefits)1
|
|
(122
|
)
|
|
340
|
|
|
135
|
|
|||
Total February 2018 Restructuring Plan
|
|
1,842
|
|
|
10,833
|
|
|
14,229
|
|
|||
|
|
|
|
|
|
|
||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
—
|
|
|
—
|
|
|
228,184
|
|
|||
Severance and benefits
|
|
(3
|
)
|
|
837
|
|
|
100,719
|
|
|||
Lease and related termination costs
|
|
—
|
|
|
6
|
|
|
8,085
|
|
|||
Other costs (benefits)1
|
|
(51
|
)
|
|
3,005
|
|
|
39,742
|
|
|||
Total Legacy Plan
|
|
(54
|
)
|
|
3,848
|
|
|
376,730
|
|
|||
Total restructuring charges
|
|
$
|
1,788
|
|
|
$
|
14,681
|
|
|
$
|
390,959
|
|
|
|
Six Months Ended
|
||||||||||||||
(In thousands)
|
|
December 30, 2018
|
|
Charges (Benefits)
|
|
(Payments) Recoveries
|
|
June 30, 2019
|
||||||||
February 2018 Restructuring Plan:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash asset impairment charges
|
|
$
|
—
|
|
|
$
|
2,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance and benefits
|
|
$
|
5,449
|
|
|
$
|
(382
|
)
|
|
$
|
(2,975
|
)
|
|
$
|
2,092
|
|
Other costs1
|
|
—
|
|
|
(122
|
)
|
|
122
|
|
|
—
|
|
||||
Total February 2018 Restructuring Plan
|
|
5,449
|
|
|
1,842
|
|
|
(2,853
|
)
|
|
2,092
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Legacy Restructuring Plans
|
|
861
|
|
|
(54
|
)
|
|
(209
|
)
|
|
598
|
|
||||
Total restructuring reserve activities
|
|
$
|
6,310
|
|
|
$
|
1,788
|
|
|
$
|
(3,062
|
)
|
|
$
|
2,690
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(In thousands)
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
Operating leases:
|
|
|
|
|
||||
Operating lease expense
|
|
$
|
3,365
|
|
|
$
|
8,253
|
|
Sublease loss (income)
|
|
24
|
|
|
(310
|
)
|
||
Rent expense
|
|
$
|
3,389
|
|
|
$
|
7,943
|
|
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
||||
Operating cash flows for operating leases
|
|
$
|
3,558
|
|
|
8,068
|
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
13,280
|
|
|
94,805
|
|
||
Weighted-average remaining lease term (in years) - operating leases
|
|
7.8
|
|
|
7.8
|
|
||
Weighted-average discount rate - operating leases
|
|
9
|
%
|
|
9
|
%
|
As of June 30, 2019
|
|
Operating leases
|
||
2019 (remaining six months)
|
|
$
|
5,770
|
|
2020
|
|
10,613
|
|
|
2021
|
|
10,206
|
|
|
2022
|
|
8,729
|
|
|
2023
|
|
8,676
|
|
|
Thereafter
|
|
24,998
|
|
|
Total lease payments
|
|
68,992
|
|
|
Less: imputed interest
|
|
(21,733
|
)
|
|
Total
|
|
$
|
47,259
|
|
(In thousands)
|
|
Fiscal 2019
(remaining six months) |
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total1
|
||||||||||||||
Future purchase obligations
|
|
$
|
283,379
|
|
|
$
|
375,814
|
|
|
$
|
38,684
|
|
|
$
|
35,972
|
|
|
$
|
33,148
|
|
|
$
|
6,791
|
|
|
$
|
773,788
|
|
(In thousands)
|
|
Fiscal 2019
(remaining six months) |
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Estimated utilization of advances from customers
|
|
$
|
44,763
|
|
|
$
|
20,658
|
|
|
$
|
26,087
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,508
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Balance at the beginning of the period
|
|
$
|
163,204
|
|
|
$
|
179,169
|
|
|
$
|
172,266
|
|
|
$
|
181,303
|
|
Accruals for warranties issued during the period
|
|
13,427
|
|
|
3,662
|
|
|
18,048
|
|
|
7,500
|
|
||||
Settlements and adjustments during the period
|
|
(17,707
|
)
|
|
(6,046
|
)
|
|
(31,390
|
)
|
|
(12,018
|
)
|
||||
Balance at the end of the period
|
|
$
|
158,924
|
|
|
$
|
176,785
|
|
|
$
|
158,924
|
|
|
$
|
176,785
|
|
(In thousands)
|
|
Amount
|
||
Year:
|
|
|
||
2019 (remaining six months)
|
|
$
|
940
|
|
2020
|
|
2,900
|
|
|
|
|
$
|
3,840
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Equity method investments:
|
|
|
|
|
||||
Dongfang
|
|
$
|
33,811
|
|
|
$
|
32,784
|
|
Project entities
|
|
1,234
|
|
|
2,044
|
|
||
Total equity method investments
|
|
35,045
|
|
|
34,828
|
|
||
Equity investments with readily determinable fair value:
|
|
|
|
|
||||
Enphase
|
|
136,725
|
|
|
36,225
|
|
||
Total equity investments with readily determinable fair value
|
|
136,725
|
|
|
36,225
|
|
||
Equity investment with fair value option:
|
|
|
|
|
||||
SunStrong Capital Holdings, LLC1
|
|
9,954
|
|
|
8,831
|
|
||
SunStrong Partners1
|
|
9,500
|
|
|
—
|
|
||
8point3 Solar Investco 3 Holdings, LLC1
|
|
—
|
|
|
—
|
|
||
Total equity investment with fair value option
|
|
19,454
|
|
|
8,831
|
|
||
Equity investments without readily determinable fair value:
|
|
|
|
|
||||
Project entities
|
|
2,949
|
|
|
2,951
|
|
||
Other equity investments without readily determinable fair value
|
|
5,859
|
|
|
5,859
|
|
||
Total equity investments without readily determinable fair value
|
|
8,808
|
|
|
8,810
|
|
||
Total equity investments
|
|
$
|
200,032
|
|
|
$
|
88,694
|
|
|
|
Three Months Ended
|
Six Months
Ended
|
|||
(In thousands)
|
|
June 30, 2019
|
||||
Summarized statements of operations information:
|
|
|
|
|
||
Revenue
|
|
22,626
|
|
|
22,626
|
|
Gross loss
|
|
(1,209
|
)
|
|
(1,209
|
)
|
Net income
|
|
3,256
|
|
|
3,256
|
|
|
|
As of
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||
Summarized balance sheet information:
|
|
|
|
|
||
Current assets
|
|
47,019
|
|
|
103,413
|
|
Long-term assets
|
|
867,082
|
|
|
868,185
|
|
Current liabilities
|
|
23,696
|
|
|
85,154
|
|
Long-term liabilities
|
|
662,765
|
|
|
660,065
|
|
|
|
As of
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Accounts receivable
|
|
$
|
31,299
|
|
|
$
|
19,062
|
|
Accounts payable
|
|
44,461
|
|
|
7,982
|
|
||
Accrued liabilities
|
|
16,862
|
|
|
22,364
|
|
||
Contract liabilities
|
|
19,084
|
|
|
—
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||
Payments made to investees for products/services
|
|
75,497
|
|
|
12,712
|
|
|
$
|
99,018
|
|
|
$
|
21,131
|
|
Revenues and fees received from investees for products/services1
|
|
20,506
|
|
|
1,542
|
|
|
21,406
|
|
|
3,299
|
|
|
|
June 30, 2019
|
|
December 30, 2018
|
||||||||||||||||||||||||||||
(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
|
|
|
$
|
—
|
|
|
$
|
420,580
|
|
|
$
|
420,580
|
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
419,958
|
|
|
$
|
419,958
|
|
0.875% debentures due 2021
|
|
400,000
|
|
|
—
|
|
|
398,728
|
|
|
398,728
|
|
|
400,000
|
|
|
—
|
|
|
398,398
|
|
|
398,398
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
29,102
|
|
|
29,102
|
|
|
30,000
|
|
|
—
|
|
|
29,063
|
|
|
29,063
|
|
||||||||
Non-recourse financing and other debt1
|
|
135,127
|
|
|
62,244
|
|
|
71,441
|
|
|
133,685
|
|
|
49,073
|
|
|
39,500
|
|
|
9,273
|
|
|
48,773
|
|
||||||||
|
|
$
|
990,127
|
|
|
$
|
62,244
|
|
|
$
|
919,851
|
|
|
$
|
982,095
|
|
|
$
|
904,073
|
|
|
$
|
39,500
|
|
|
$
|
856,692
|
|
|
$
|
896,192
|
|
(In thousands)
|
|
Fiscal 2019
(remaining six months)
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
49,218
|
|
|
$
|
16,126
|
|
|
$
|
450,659
|
|
|
$
|
694
|
|
|
$
|
425,732
|
|
|
$
|
47,698
|
|
|
$
|
990,127
|
|
|
|
June 30, 2019
|
|
December 30, 2018
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4.00% debentures due 2023
|
|
$
|
420,580
|
|
|
$
|
425,000
|
|
|
$
|
379,406
|
|
|
$
|
419,958
|
|
|
$
|
425,000
|
|
|
$
|
341,968
|
|
0.875% debentures due 2021
|
|
398,728
|
|
|
400,000
|
|
|
365,036
|
|
|
398,398
|
|
|
400,000
|
|
|
306,904
|
|
||||||
|
|
$
|
819,308
|
|
|
$
|
825,000
|
|
|
$
|
744,442
|
|
|
$
|
818,356
|
|
|
$
|
825,000
|
|
|
$
|
648,872
|
|
|
|
Aggregate Carrying Value1
|
|
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 30, 2018
|
|
Balance Sheet Classification
|
||
Solar Services:
|
|
|
|
|
|
|
||
Tax equity partnership flip facilities
|
|
61,845
|
|
|
58,810
|
|
|
Non-controlling interests in subsidiaries
|
Credit Agricole warehouse facility
|
|
38,871
|
|
|
—
|
|
|
Short-term debt and Long-term debt
|
Mezzanine Loan
|
|
25,770
|
|
|
—
|
|
|
Short-term debt and Long-term debt
|
|
|
|
|
|
|
|
||
Commercial Projects:
|
|
|
|
|
|
|
||
Arizona loan
|
|
6,528
|
|
|
6,650
|
|
|
Short-term debt and Long-term debt
|
(In thousands)
|
|
Balance Sheet Classification
|
|
June 30, 2019
|
|
December 30, 2018
|
||||
Assets:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
220
|
|
|
$
|
—
|
|
|
|
|
|
$
|
220
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
489
|
|
|
$
|
729
|
|
|
|
|
|
$
|
489
|
|
|
$
|
729
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
$
|
730
|
|
|
$
|
—
|
|
Interest rate contracts
|
|
Other long-term liabilities
|
|
376
|
|
|
152
|
|
||
|
|
|
|
$
|
1,106
|
|
|
$
|
152
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
$
|
297
|
|
|
$
|
1,161
|
|
|
|
|
|
$
|
297
|
|
|
$
|
1,161
|
|
|
|
June 30, 2019
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Condensed 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
|
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
709
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
197
|
|
Derivative liabilities
|
|
$
|
1,403
|
|
|
—
|
|
|
1,403
|
|
|
512
|
|
|
—
|
|
|
891
|
|
|
|
December 30, 2018
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Condensed 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
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
729
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities
|
|
1,313
|
|
|
—
|
|
|
1,313
|
|
|
729
|
|
|
—
|
|
|
584
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
|
July 1, 2018
|
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) in OCI at the beginning of the period
|
|
$
|
21
|
|
|
$
|
1,045
|
|
|
$
|
(164
|
)
|
|
$
|
(561
|
)
|
Unrealized gain (loss) recognized in OCI (effective portion)
|
|
(466
|
)
|
|
468
|
|
|
(278
|
)
|
|
2,103
|
|
||||
Less: Gain reclassified from OCI to revenue (effective portion of FX trades)
|
|
(444
|
)
|
|
—
|
|
|
(444
|
)
|
|
(35
|
)
|
||||
Less: (Gain) loss reclassified from OCI to interest expense (effective portion of interest rate swaps)
|
|
10
|
|
|
(32
|
)
|
|
7
|
|
|
(26
|
)
|
||||
Net gain (loss) on derivatives
|
|
(900
|
)
|
|
436
|
|
|
(715
|
)
|
|
2,042
|
|
||||
Gain (loss) in OCI at the end of the period
|
|
$
|
(879
|
)
|
|
$
|
1,481
|
|
|
$
|
(879
|
)
|
|
$
|
1,481
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
|
July 1, 2018
|
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in "Other, net"
|
|
$
|
(125
|
)
|
|
$
|
(2,114
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(775
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands, except per share amounts)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to stockholders
|
|
$
|
121,459
|
|
|
$
|
(447,117
|
)
|
|
$
|
31,735
|
|
|
$
|
(563,091
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
142,471
|
|
|
140,926
|
|
|
142,095
|
|
|
140,569
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
|
$
|
0.85
|
|
|
$
|
(3.17
|
)
|
|
$
|
0.22
|
|
|
$
|
(4.01
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share1
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to stockholders
|
|
$
|
121,459
|
|
|
$
|
(447,117
|
)
|
|
$
|
31,735
|
|
|
$
|
(563,091
|
)
|
Add: Interest expense on 4.00% debenture due 2023, net of tax
|
|
3,358
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Add: Interest expense on 0.875% debenture due 2021, net of tax
|
|
691
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Net income (loss) available to common stockholders
|
|
$
|
125,508
|
|
|
$
|
(447,117
|
)
|
|
$
|
31,735
|
|
|
$
|
(563,091
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
142,471
|
|
|
140,926
|
|
|
142,095
|
|
|
$
|
140,569
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
|
2,241
|
|
|
—
|
|
|
967
|
|
|
—
|
|
||||
0.875% debentures due 2021
|
|
13,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
4.00% debentures due 2023
|
|
8,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dilutive weighted-average common shares:
|
|
166,837
|
|
|
140,926
|
|
|
143,062
|
|
|
140,569
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Dilutive net income (loss) per share
|
|
$
|
0.75
|
|
|
$
|
(3.17
|
)
|
|
$
|
0.22
|
|
|
$
|
(4.01
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Restricted stock units
|
|
$
|
765
|
|
|
$
|
3,616
|
|
|
$
|
2,497
|
|
|
$
|
5,549
|
|
Upfront warrants (held by Total)
|
|
—
|
|
|
9,532
|
|
|
—
|
|
|
9,532
|
|
||||
4.00% debentures due 2023
|
|
—
|
|
|
13,922
|
|
|
13,922
|
|
|
13,922
|
|
||||
0.75% debentures due 2018
|
|
—
|
|
|
8,061
|
|
|
—
|
|
|
10,033
|
|
||||
0.875% debentures due 2021
|
|
—
|
|
|
8,203
|
|
|
8,203
|
|
|
8,203
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Cost of SunPower Energy Services revenue
|
|
$
|
460
|
|
|
$
|
800
|
|
|
$
|
628
|
|
|
$
|
1,161
|
|
Cost of SunPower Technologies revenue
|
|
673
|
|
|
779
|
|
|
673
|
|
|
1,359
|
|
||||
Research and development
|
|
879
|
|
|
907
|
|
|
1,472
|
|
|
3,785
|
|
||||
Sales, general and administrative
|
|
4,258
|
|
|
4,158
|
|
|
9,163
|
|
|
9,097
|
|
||||
Total stock-based compensation expense
|
|
$
|
6,270
|
|
|
$
|
6,644
|
|
|
$
|
11,936
|
|
|
$
|
15,402
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Restricted stock units
|
|
$
|
6,790
|
|
|
$
|
6,025
|
|
|
$
|
13,418
|
|
|
$
|
15,234
|
|
Change in stock-based compensation capitalized in inventory
|
|
(520
|
)
|
|
619
|
|
|
(1,482
|
)
|
|
168
|
|
||||
Total stock-based compensation expense
|
|
$
|
6,270
|
|
|
$
|
6,644
|
|
|
$
|
11,936
|
|
|
$
|
15,402
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||||||
(In thousands):
|
|
SunPower Energy Services
|
|
SunPower Technologies
|
|
SunPower Energy Services
|
|
SunPower Technologies
|
||||||||
Revenue from external customers:
|
|
|
|
|
|
|
|
|
||||||||
North America Residential
|
|
$
|
173,954
|
|
|
$
|
—
|
|
|
$
|
179,881
|
|
|
$
|
—
|
|
North America Commercial
|
|
70,784
|
|
|
—
|
|
|
82,789
|
|
|
—
|
|
||||
Operations and maintenance
|
|
12,602
|
|
|
—
|
|
|
12,477
|
|
|
—
|
|
||||
International DG
|
|
—
|
|
|
109,591
|
|
|
—
|
|
|
83,801
|
|
||||
Module sales
|
|
—
|
|
|
102,160
|
|
|
—
|
|
|
64,923
|
|
||||
Development services and legacy power plant
|
|
—
|
|
|
12,781
|
|
|
—
|
|
|
23,283
|
|
||||
Intersegment revenue
|
|
—
|
|
|
90,416
|
|
|
—
|
|
|
68,876
|
|
||||
Total segment revenue as reviewed by CODM
|
|
$
|
257,340
|
|
|
$
|
314,948
|
|
|
$
|
275,147
|
|
|
$
|
240,883
|
|
Segment gross profit as reviewed by CODM
|
|
$
|
24,114
|
|
|
$
|
24,469
|
|
|
$
|
40,546
|
|
|
$
|
4,430
|
|
Adjusted EBITDA
|
|
$
|
2,342
|
|
|
$
|
11,700
|
|
|
$
|
42,126
|
|
|
$
|
23,187
|
|
|
|
Six Months Ended
|
||||||||||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||||||
(In thousands):
|
|
SunPower Energy Services
|
|
SunPower Technologies
|
|
SunPower Energy Services
|
|
SunPower Technologies
|
||||||||
Revenue from external customers:
|
|
|
|
|
|
|
|
|
||||||||
North America Residential
|
|
$
|
340,601
|
|
|
$
|
—
|
|
|
$
|
325,826
|
|
|
$
|
—
|
|
North America Commercial
|
|
135,909
|
|
|
—
|
|
|
179,684
|
|
|
—
|
|
||||
Operations and maintenance
|
|
22,556
|
|
|
—
|
|
|
25,025
|
|
|
—
|
|
||||
International DG
|
|
—
|
|
|
189,114
|
|
|
—
|
|
|
145,572
|
|
||||
Module sales
|
|
—
|
|
|
191,576
|
|
|
—
|
|
|
111,256
|
|
||||
Development services and legacy power plant
|
|
—
|
|
|
13,675
|
|
|
—
|
|
|
58,739
|
|
||||
Intersegment revenue
|
|
—
|
|
|
151,216
|
|
|
—
|
|
|
177,750
|
|
||||
Total segment revenue as reviewed by CODM
|
|
$
|
499,066
|
|
|
$
|
545,581
|
|
|
$
|
530,535
|
|
|
$
|
493,317
|
|
Segment gross profit as reviewed by CODM
|
|
$
|
41,987
|
|
|
$
|
23,611
|
|
|
$
|
76,180
|
|
|
$
|
1,208
|
|
Adjusted EBITDA
|
|
$
|
(11,569
|
)
|
|
$
|
3,200
|
|
|
$
|
84,131
|
|
|
$
|
29,032
|
|
Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands):
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Total segment revenue as reviewed by CODM
|
|
$
|
572,288
|
|
|
$
|
516,030
|
|
|
$
|
1,044,647
|
|
|
1,023,852
|
|
|
Adjustments to segment revenue:
|
|
|
|
|
|
|
|
|
||||||||
Intersegment elimination
|
|
(90,416
|
)
|
|
(68,876
|
)
|
|
(151,216
|
)
|
|
(177,750
|
)
|
||||
8point3 Energy Partners
|
|
—
|
|
|
8,337
|
|
|
—
|
|
|
8,588
|
|
||||
Legacy utility and power plant projects
|
|
23
|
|
|
1,301
|
|
|
194
|
|
|
3,093
|
|
||||
Legacy sale-leaseback transactions
|
|
—
|
|
|
(7,695
|
)
|
|
—
|
|
|
(16,798
|
)
|
||||
Construction revenue on solar services contracts
|
|
(45,614
|
)
|
|
—
|
|
|
(109,119
|
)
|
|
—
|
|
||||
Condensed consolidated GAAP revenue
|
|
$
|
436,281
|
|
|
$
|
449,097
|
|
|
$
|
784,506
|
|
|
$
|
840,985
|
|
Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands):
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Segment gross profit
|
|
$
|
48,583
|
|
|
$
|
44,976
|
|
|
$
|
65,598
|
|
|
$
|
77,388
|
|
Adjustments to segment gross profit:
|
|
|
|
|
|
|
|
|
||||||||
Intersegment elimination
|
|
2,157
|
|
|
7,445
|
|
|
9,793
|
|
|
1,301
|
|
||||
8point3 Energy Partners
|
|
—
|
|
|
8,337
|
|
|
—
|
|
|
8,337
|
|
||||
Legacy utility and power plant projects
|
|
(884
|
)
|
|
569
|
|
|
(1,000
|
)
|
|
837
|
|
||||
Legacy sale-leaseback transactions
|
|
3,684
|
|
|
359
|
|
|
4,507
|
|
|
3,398
|
|
||||
Impairment of property, plant and equipment
|
|
—
|
|
|
(355,107
|
)
|
|
—
|
|
|
(355,107
|
)
|
||||
Construction revenue on solar services contracts
|
|
(5,506
|
)
|
|
—
|
|
|
(16,892
|
)
|
|
—
|
|
||||
Gain on sale and impairment of residential lease assets
|
|
632
|
|
|
4,152
|
|
|
757
|
|
|
8,005
|
|
||||
Cost of above-market polysilicon
|
|
(25,950
|
)
|
|
(16,669
|
)
|
|
(75,378
|
)
|
|
(35,369
|
)
|
||||
Stock-based compensation expense
|
|
(1,133
|
)
|
|
(1,580
|
)
|
|
(1,301
|
)
|
|
(2,521
|
)
|
||||
Amortization of intangible assets
|
|
(1,783
|
)
|
|
(2,443
|
)
|
|
(3,569
|
)
|
|
(4,935
|
)
|
||||
Depreciation of idle equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||
Condensed consolidated GAAP gross profit (loss)
|
|
$
|
19,800
|
|
|
$
|
(309,961
|
)
|
|
$
|
(17,485
|
)
|
|
$
|
(299,387
|
)
|
Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands):
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||||||
Segment adjusted EBITDA
|
|
$
|
14,042
|
|
|
$
|
65,313
|
|
|
$
|
(8,369
|
)
|
|
$
|
113,163
|
|
Adjustments to segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
8point3 Energy Partners
|
|
—
|
|
|
8,308
|
|
|
—
|
|
|
8,485
|
|
||||
Legacy utility and power plant projects
|
|
(884
|
)
|
|
569
|
|
|
(1,000
|
)
|
|
837
|
|
||||
Legacy sale-leaseback transactions
|
|
(1,025
|
)
|
|
(4,187
|
)
|
|
(5,936
|
)
|
|
(5,560
|
)
|
||||
Unrealized gain on equity securities
|
|
67,500
|
|
|
—
|
|
|
100,500
|
|
|
—
|
|
||||
Impairment of property, plant and equipment
|
|
—
|
|
|
(369,168
|
)
|
|
—
|
|
|
(369,168
|
)
|
||||
Construction revenue on solar services contracts
|
|
6,398
|
|
|
—
|
|
|
10,138
|
|
|
—
|
|
||||
Gain on sale and impairment of residential lease assets
|
|
(15,554
|
)
|
|
(50,360
|
)
|
|
(23,867
|
)
|
|
(95,499
|
)
|
||||
Cost of above-market polysilicon
|
|
(25,950
|
)
|
|
(16,669
|
)
|
|
(75,378
|
)
|
|
(35,369
|
)
|
||||
Stock-based compensation expense
|
|
(6,270
|
)
|
|
(6,643
|
)
|
|
(11,936
|
)
|
|
(15,401
|
)
|
||||
Amortization of intangible assets
|
|
(1,783
|
)
|
|
(2,443
|
)
|
|
(3,569
|
)
|
|
(4,935
|
)
|
||||
Depreciation of idle equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||
Gain on business divestiture
|
|
137,286
|
|
|
—
|
|
|
143,400
|
|
|
—
|
|
||||
Transaction-related costs
|
|
(1,173
|
)
|
|
—
|
|
|
(2,595
|
)
|
|
—
|
|
||||
Business reorganization costs
|
|
(4,156
|
)
|
|
—
|
|
|
(6,805
|
)
|
|
—
|
|
||||
Restructuring charges
|
|
(2,453
|
)
|
|
(3,504
|
)
|
|
(1,788
|
)
|
|
(14,681
|
)
|
||||
Non-cash interest expense
|
|
(10
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|
(45
|
)
|
||||
Equity in earnings of unconsolidated investees
|
|
1,963
|
|
|
13,415
|
|
|
283
|
|
|
15,559
|
|
||||
Net loss attributable to noncontrolling interests
|
|
(11,385
|
)
|
|
(36,726
|
)
|
|
(26,226
|
)
|
|
(68,349
|
)
|
||||
Cash interest expense, net of interest income
|
|
(11,148
|
)
|
|
(21,509
|
)
|
|
(21,354
|
)
|
|
(41,674
|
)
|
||||
Depreciation
|
|
(21,286
|
)
|
|
(36,983
|
)
|
|
(40,467
|
)
|
|
(74,559
|
)
|
||||
Corporate
|
|
(6,007
|
)
|
|
(6,737
|
)
|
|
(7,354
|
)
|
|
(22,255
|
)
|
||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees
|
|
$
|
118,105
|
|
|
$
|
(467,347
|
)
|
|
$
|
17,657
|
|
|
$
|
(610,172
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
(As a percentage of total revenue):
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
48
|
%
|
|
68
|
%
|
|
49
|
%
|
|
68
|
%
|
France
|
|
11
|
%
|
|
8
|
%
|
|
11
|
%
|
|
9
|
%
|
Rest of World
|
|
41
|
%
|
|
24
|
%
|
|
40
|
%
|
|
23
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||||
SunPower Energy Services
|
|
$
|
211,726
|
|
|
$
|
269,683
|
|
|
(21
|
)%
|
|
$
|
389,947
|
|
|
$
|
516,611
|
|
|
(25
|
)%
|
SunPower Technologies
|
|
314,971
|
|
|
248,290
|
|
|
27
|
%
|
|
545,775
|
|
|
502,124
|
|
|
9
|
%
|
||||
Intersegment eliminations
|
|
(90,416
|
)
|
|
(68,876
|
)
|
|
31
|
%
|
|
(151,216
|
)
|
|
(177,750
|
)
|
|
(15
|
)%
|
||||
Total revenue
|
|
$
|
436,281
|
|
|
$
|
449,097
|
|
|
(3
|
)%
|
|
$
|
784,506
|
|
|
$
|
840,985
|
|
|
(7
|
)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||||
SunPower Energy Services
|
|
$
|
189,262
|
|
|
$
|
220,910
|
|
|
(14
|
)%
|
|
$
|
360,340
|
|
|
$
|
426,913
|
|
|
(16
|
)%
|
SunPower Technologies
|
|
317,717
|
|
|
614,469
|
|
|
(48
|
)%
|
|
600,585
|
|
|
892,510
|
|
|
(33
|
)%
|
||||
Intersegment eliminations
|
|
(90,498
|
)
|
|
(76,321
|
)
|
|
19
|
%
|
|
(158,934
|
)
|
|
(179,051
|
)
|
|
(11
|
)%
|
||||
Total cost of revenue
|
|
$
|
416,481
|
|
|
$
|
759,058
|
|
|
(45
|
)%
|
|
$
|
801,991
|
|
|
$
|
1,140,372
|
|
|
(30
|
)%
|
Total cost of revenue as a percentage of total revenue
|
|
95
|
%
|
|
169
|
%
|
|
|
|
102
|
%
|
|
136
|
%
|
|
|
||||||
Total gross margin percentage
|
|
5
|
%
|
|
(69
|
)%
|
|
|
|
(2
|
)%
|
|
(36
|
)%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
||||
SunPower Energy Services
|
|
11
|
%
|
|
18
|
%
|
|
8
|
%
|
|
17
|
%
|
SunPower Technologies
|
|
(1
|
)%
|
|
(147
|
)%
|
|
(10
|
)%
|
|
(78
|
)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||
R&D
|
|
18,159
|
|
|
31,275
|
|
|
(42
|
)%
|
|
$
|
33,152
|
|
|
$
|
50,327
|
|
|
(34
|
)%
|
As a percentage of revenue
|
|
4
|
%
|
|
7
|
%
|
|
|
|
4
|
%
|
|
6
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||
SG&A
|
|
61,978
|
|
|
64,908
|
|
|
(5
|
)%
|
|
$
|
124,835
|
|
|
$
|
130,203
|
|
|
(4
|
)%
|
As a percentage of revenue
|
|
14
|
%
|
|
14
|
%
|
|
|
|
16
|
%
|
|
15
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||
Restructuring (credits) charges
|
|
2,453
|
|
|
3,504
|
|
|
(30
|
)%
|
|
$
|
1,788
|
|
|
$
|
14,681
|
|
|
(88
|
)%
|
As a percentage of revenue
|
|
1
|
%
|
|
1
|
%
|
|
|
|
—
|
%
|
|
2
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||
Impairment of residential lease assets
|
|
8,301
|
|
|
68,269
|
|
|
(88
|
)%
|
|
$
|
17,527
|
|
|
$
|
117,361
|
|
|
(85
|
)%
|
As a percentage of revenue
|
|
2
|
%
|
|
15
|
%
|
|
|
|
2
|
%
|
|
14
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|||||||||
Gain on business divestiture
|
|
$
|
(137,286
|
)
|
|
—
|
|
|
100
|
%
|
|
$
|
(143,400
|
)
|
|
$
|
—
|
|
|
100
|
%
|
As a percentage of revenue
|
|
(31
|
)%
|
|
—
|
%
|
|
|
|
(18
|
)%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||||
Interest income
|
|
$
|
566
|
|
|
$
|
664
|
|
|
(15
|
)%
|
|
$
|
1,418
|
|
|
$
|
1,193
|
|
|
19
|
%
|
Interest expense
|
|
(16,424
|
)
|
|
(26,718
|
)
|
|
(39
|
)%
|
|
(33,215
|
)
|
|
(51,824
|
)
|
|
(36
|
)%
|
||||
Other Income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other, net
|
|
67,768
|
|
|
36,624
|
|
|
85
|
%
|
|
100,841
|
|
|
52,418
|
|
|
92
|
%
|
||||
Other expense, net
|
|
$
|
51,910
|
|
|
$
|
10,570
|
|
|
391
|
%
|
|
$
|
69,044
|
|
|
$
|
1,787
|
|
|
3,764
|
%
|
As a percentage of revenue
|
|
12
|
%
|
|
2
|
%
|
|
|
|
9
|
%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||
Provision for income taxes
|
|
(6,068
|
)
|
|
(3,081
|
)
|
|
97
|
%
|
|
$
|
(11,865
|
)
|
|
$
|
(5,709
|
)
|
|
108
|
%
|
As a percentage of revenue
|
|
(1
|
)%
|
|
(1
|
)%
|
|
|
|
(2
|
)%
|
|
(1
|
)%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||||
Equity in earnings (losses) of unconsolidated investees
|
|
$
|
(1,963
|
)
|
|
$
|
(13,415
|
)
|
|
(85
|
)%
|
|
$
|
(283
|
)
|
|
$
|
(15,559
|
)
|
|
(98
|
)%
|
As a percentage of revenue
|
|
—
|
%
|
|
(3
|
)%
|
|
|
|
—
|
%
|
|
(2
|
)%
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
||||||||||||||||
(In thousands, except percentages)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
% Change
|
||||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
11,385
|
|
|
$
|
36,726
|
|
|
(69
|
)%
|
|
$
|
26,226
|
|
|
$
|
68,349
|
|
|
(62
|
)%
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
|
June 30, 2019
|
|
July 1, 2018
|
||||
Net cash used in operating activities
|
|
$
|
(230,091
|
)
|
|
$
|
(355,342
|
)
|
Net cash used in investing activities
|
|
$
|
(30,808
|
)
|
|
$
|
349,171
|
|
Net cash provided by financing activities
|
|
$
|
96,629
|
|
|
$
|
(172,442
|
)
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2019
(remaining six months)
|
|
2020-2021
|
|
2022-2023
|
|
Beyond 2023
|
||||||||||
Convertible debt, including interest1
|
|
$
|
891,926
|
|
|
$
|
10,250
|
|
|
$
|
438,968
|
|
|
$
|
442,708
|
|
|
$
|
—
|
|
CEDA loan, including interest2
|
|
60,600
|
|
|
1,275
|
|
|
5,100
|
|
|
5,100
|
|
|
49,125
|
|
|||||
Other debt, including interest3
|
|
184,356
|
|
|
53,451
|
|
|
75,648
|
|
|
5,713
|
|
|
49,544
|
|
|||||
Future financing commitments4
|
|
3,840
|
|
|
940
|
|
|
2,900
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments5
|
|
99,436
|
|
|
6,618
|
|
|
23,734
|
|
|
20,189
|
|
|
48,895
|
|
|||||
Finance lease commitments6
|
|
2,434
|
|
|
314
|
|
|
1,282
|
|
|
838
|
|
|
—
|
|
|||||
Non-cancellable purchase orders7
|
|
196,367
|
|
|
196,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements8
|
|
577,421
|
|
|
87,012
|
|
|
414,498
|
|
|
69,120
|
|
|
6,791
|
|
|||||
Deferred purchase consideration in connection with acquisition9
|
|
60,000
|
|
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,076,380
|
|
|
$
|
386,227
|
|
|
$
|
992,130
|
|
|
$
|
543,668
|
|
|
$
|
154,355
|
|
Period
|
|
Total Number of Shares Purchased1
|
|
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 1, 2019 through April 28, 2019
|
|
5,505
|
|
|
$
|
7.40
|
|
|
—
|
|
|
—
|
|
April 29, 2019 through May 26, 2019
|
|
39,018
|
|
|
$
|
7.54
|
|
|
—
|
|
|
—
|
|
May 27, 2019 through June 30, 2019
|
|
6,565
|
|
|
$
|
8.15
|
|
|
—
|
|
|
—
|
|
|
|
51,088
|
|
|
$
|
7.60
|
|
|
—
|
|
|
—
|
|
1
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
Exhibit Number
|
|
Description
|
|
Manavendra Sial - Final Letter Agreement
|
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
July 31, 2019
|
By:
|
/S/ MANAVENDRA S. SIAL
|
|
|
|
|
|
Manavendra S. Sial
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
1.
|
Limited Acceleration of Vesting. SunPower Corporation (“SunPower” or “we”) will provide limited acceleration of vesting of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) that are scheduled to vest by 2020, if you are terminated without Cause (as defined in your employment agreement effective as of May 2, 2018 (“Employment Agreement”)) prior to December 5, 2020. The awards subject to accelerated vesting are listed in the table below.
|
2.
|
Relocation Assistance. In order to assist you with your relocation to San Jose, California, we will provide you with relocation benefits consistent with SunPower’s U.S. Relocation Policy – Vice President and Above, except as set forth in this paragraph. We will cap the home purchase value to a maximum of USD $2.5 million, provide you with a miscellaneous relocation allowance of $25,000 (not subject to tax gross-up), and provide you with temporary housing for 30 days. To be eligible for all the benefits of the relocation program, you must work with the designated relocation partner approved service providers. In the event of your voluntary or involuntary termination for Cause before December 31, 2020, you will be required to repay relocation assistance payments as follows: such relocation assistance payments shall vest in equal monthly installments between July 1, 2019 and December 31, 2020 and, if terminated as described above, you (i) will repay any unvested payments already made and (ii) will not be entitled to receive any future payments. Notwithstanding the foregoing, the relocation assistance payments shall not exceed $300,000 in the aggregate.
|
|
|
I have reviewed this Annual 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
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
1
|
I have reviewed this Annual 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/ MANAVENDRA S. SIAL
|
|
Manavendra S. Sial
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
|
/S/ MANAVENDRA S. SIAL
|
|
Manavendra S. Sial
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|