Cover page
Cover page - shares | 9 Months Ended | |
Sep. 27, 2020 | Oct. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 27, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34166 | |
Entity Registrant Name | SUNPOWER CORP | |
Entity Central Index Key | 0000867773 | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3008969 | |
Entity Address, Address Line One | 51 Rio Robles | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
City Area Code | 408 | |
Local Phone Number | 240-5500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SPWR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 170,159,499 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 324,741 | $ 301,999 | |
Restricted cash and cash equivalents, current portion | 16,605 | 26,348 | |
Accounts receivable, net | [1] | 94,756 | 127,878 |
Contract assets | [1] | 126,474 | 99,426 |
Inventories | 178,139 | 163,405 | |
Advances to suppliers, current portion | 0 | 31,843 | |
Project assets - plants and land, current portion | 24,366 | 12,650 | |
Prepaid expenses and other current assets2 | [2] | 96,247 | 86,755 |
Current assets of discontinued operations | 0 | 530,627 | |
Total current assets | 861,328 | 1,380,931 | |
Restricted cash and cash equivalents, net of current portion | 8,419 | 9,354 | |
Property, plant and equipment, net | 50,397 | 55,860 | |
Operating lease right-of-use assets | 53,716 | 40,699 | |
Solar power systems leased, net | 51,179 | 54,338 | |
Other intangible assets, net | 1,073 | 7,121 | |
Other long-term assets | 423,197 | 277,805 | |
Long-term assets of discontinued operations | 0 | 345,813 | |
Total assets | 1,449,309 | 2,171,921 | |
Current liabilities: | |||
Accounts payable | [1],[2] | 162,499 | 207,062 |
Accrued liabilities | [1] | 128,647 | 116,276 |
Operating lease liabilities, current portion | 9,995 | 7,559 | |
Contract liabilities, current portion | [1] | 55,274 | 91,345 |
Short-term debt | 96,625 | 44,473 | |
Convertible debt, current portion | [1] | 301,258 | 0 |
Current liabilities of discontinued operations | 0 | 431,694 | |
Total current liabilities | 754,298 | 898,409 | |
Long-term | 68,386 | 112,340 | |
Convertible debt | [1] | 422,132 | 820,259 |
Operating lease liabilities, net of current portion | 44,100 | 36,657 | |
Contract liabilities, net of current portion | [1] | 29,478 | 31,922 |
Other long-term liabilities | 137,981 | 157,774 | |
Long-term liabilities of discontinued operations | 0 | 93,061 | |
Total liabilities | 1,456,375 | 2,150,422 | |
Commitments and contingencies (Note 8) | |||
(Deficit) equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding as of September 27, 2020 and December 29, 2019 | 0 | 0 | |
Common stock, $0.001 par value, 367,500 shares authorized; 182,941 shares issued, and 170,139 shares outstanding as of September 27, 2020; 182,830 shares issued, and 170,059 shares outstanding as of December 29, 2019 | 170 | 168 | |
Additional paid-in capital | 2,679,960 | 2,661,819 | |
Accumulated deficit | (2,497,409) | (2,449,679) | |
Accumulated other comprehensive gain (loss) | 8,070 | (9,512) | |
Treasury stock, at cost: 12,801 shares of common stock as of September 27, 2020; 12,770 shares of common stock as of December 29, 2019 | (201,090) | (192,633) | |
Total stockholders' (deficit) equity | (10,299) | 10,163 | |
Noncontrolling interests in subsidiaries | 3,233 | 11,336 | |
Total (deficit) equity | (7,066) | 21,499 | |
Total liabilities and (deficit) equity | $ 1,449,309 | $ 2,171,921 | |
[1] | We have related-party balances for transactions made with Total SE and its affiliates as well as unconsolidated entities in which we have a direct equity investment. These related-party balances are recorded within the "accounts receivable, net," "contract assets," "accounts payable," "accrued liabilities," "contract liabilities, current portion," "convertible debt," and "contract liabilities, net of current portion," financial statement line items on our condensed consolidated balance sheets (see Note 3, Note 10, Note 11, and Note 12). | ||
[2] | We have related-party balances for transactions entered with Maxeon Solar. These related-party balances are recorded within "prepaid expenses and other current assets" and "accrued liabilities" on our condensed consolidated balance sheets (see Note 13). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 27, 2020 | Dec. 29, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized (in shares) | 367,500,000 | 367,500,000 |
Common stock shares issued (in shares) | 182,941,000 | 182,830,000 |
Common stock shares outstanding (in shares) | 170,139,000 | 170,059,000 |
Common stock shares held as treasury stock (in shares) | 12,801,000 | 12,770,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | ||
Revenue: | |||||
Revenue | $ 274,806 | $ 286,042 | $ 783,019 | $ 690,608 | |
Cost of revenue: | |||||
Cost of Revenue | 237,666 | 240,547 | 691,043 | 613,205 | |
Gross loss | 37,140 | 45,495 | 91,976 | 77,403 | |
Operating expenses: | |||||
Research and development | [1] | 5,344 | 8,837 | 19,106 | 26,494 |
Sales, general and administrative | 35,462 | 41,428 | 112,193 | 129,582 | |
Restructuring (credits) charges | (97) | 4,252 | 2,738 | 6,626 | |
(Gain) loss on sale and impairment of residential lease assets | 386 | 10,756 | 253 | 28,283 | |
Gain on business divestiture | 0 | 0 | (10,458) | (143,400) | |
Income from transition services agreement, net2 | (1,889) | 0 | (1,889) | 0 | |
Total operating expenses | 39,206 | 65,273 | 121,943 | 47,585 | |
Operating income (loss) | (2,066) | (19,778) | (29,967) | 29,818 | |
Other income (expense), net: | |||||
Interest income | 104 | 951 | 682 | 2,184 | |
Interest expense | [2] | (7,090) | (8,930) | (24,731) | (40,570) |
Other, net | 155,457 | 45,111 | 277,100 | 145,343 | |
Other income, net | 148,471 | 37,132 | 253,051 | 106,957 | |
Income from continuing operations before income taxes and equity in earnings of unconsolidated investees | 146,405 | 17,354 | 223,084 | 136,775 | |
Provision for income taxes | (36,725) | (2,928) | (38,716) | (10,074) | |
Equity in losses of unconsolidated investees | 0 | (960) | 0 | (716) | |
Net income from continuing operations | 109,680 | 13,466 | 184,368 | 125,985 | |
Loss before income taxes and equity in earnings (losses) of unconsolidated investees | (70,761) | (29,417) | (125,599) | (131,181) | |
Provision for income taxes | 6,137 | (2,450) | 3,191 | (7,169) | |
Equity in earnings (losses) of unconsolidated investees | 58 | (807) | (586) | (1,334) | |
Net loss from discontinued operations attributable to stockholders | (64,566) | (32,674) | (122,994) | (139,684) | |
Net income (loss) | 45,114 | (19,208) | 61,374 | (13,699) | |
Net (income) loss from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests | (230) | 5,178 | 2,512 | 33,474 | |
Net (income) loss from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests | (258) | (987) | (1,313) | (3,057) | |
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests | (488) | 4,191 | 1,199 | 30,417 | |
Net income from continuing operations attributable to stockholders | 109,450 | 18,644 | 186,880 | 159,459 | |
Net loss from discontinued operations attributable to stockholders | (64,824) | (33,661) | (124,307) | (142,741) | |
Net income (loss) attributable to stockholders | $ 44,626 | $ (15,017) | $ 62,573 | $ 16,718 | |
Net income (loss) per share attributable to stockholders - basic: | |||||
Continuing operations (usd per share) | $ 0.64 | $ 0.13 | $ 1.10 | $ 1.12 | |
Discontinued operations (usd per share) | (0.38) | (0.24) | (0.73) | (1) | |
Net income (loss) per share - basic (usd per share) | 0.26 | (0.11) | 0.37 | 0.12 | |
Earnings Per Share [Abstract] | |||||
Continuing operations (usd per share) | 0.57 | 0.12 | 0.99 | 1.03 | |
Discontinued operations (usd per share) | (0.33) | (0.22) | (0.62) | (0.86) | |
Net income (loss) per share - diluted (usd per share) | $ 0.24 | $ (0.10) | $ 0.37 | $ 0.17 | |
Weighted-average shares: | |||||
Basic (shares) | 170,113 | 142,553 | 169,646 | 142,248 | |
Diluted (shares) | 198,526 | 155,583 | 200,124 | 166,861 | |
Solar power systems, components, and other | |||||
Revenue: | |||||
Revenue | [2] | $ 267,619 | $ 277,280 | $ 765,316 | $ 665,623 |
Cost of revenue: | |||||
Cost of Revenue | [1],[2] | 233,144 | 236,991 | 681,649 | 600,947 |
Residential leasing | |||||
Revenue: | |||||
Revenue | 1,284 | 3,523 | 3,937 | 9,083 | |
Cost of revenue: | |||||
Cost of Revenue | 1,209 | 1,567 | 3,722 | 5,939 | |
Solar services | |||||
Revenue: | |||||
Revenue | 5,903 | 5,239 | 13,766 | 15,902 | |
Cost of revenue: | |||||
Cost of Revenue | $ 3,313 | $ 1,989 | $ 5,672 | $ 6,319 | |
[1] | We have related-party transactions with Maxeon Solar. These related-party transactions are recorded within the "cost of revenue: s olar power systems, components, and other", "research and development" expenses", and "i ncome from transition services agreement, net" (see Note 13). | ||||
[2] | We have related-party transactions with Total SE and its affiliates as well as unconsolidated entities in which we have 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," and "other income (expense), net: interest expense" financial statement line items in our condensed consolidated statements of operations (see Note 3 and Note 11). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 45,114 | $ (19,208) | $ 61,374 | $ (13,699) |
Components of other comprehensive income: | ||||
Translation adjustment | 2,619 | (1,547) | 2,753 | (755) |
Net change in derivatives (Note 12) | (1,602) | 2,267 | (2,540) | 1,550 |
Net gain (loss) on long-term pension liability obligation | 16 | 0 | (33) | 0 |
Income taxes | (5) | (626) | (5) | (436) |
Total other comprehensive income (loss) | 1,028 | 94 | 175 | 359 |
Total comprehensive income (loss) | 46,142 | (19,114) | 61,549 | (13,340) |
Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests | (488) | 4,191 | 1,199 | 30,417 |
Comprehensive income (loss) attributable to stockholders | $ 45,654 | $ (14,923) | $ 62,748 | $ 17,077 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Stockholders’ Equity (Deficit) | Total Stockholders’ Equity (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interests in Subsidiaries |
Common stock, outstanding, beginning balance (in shares) at Dec. 30, 2018 | 141,178,000 | ||||||||||
Stockholders' equity, beginning of period at Dec. 30, 2018 | $ (149,886) | $ 9,151 | $ (208,696) | $ 9,151 | $ 141 | $ 2,463,370 | $ (187,069) | $ (4,150) | $ (2,480,988) | $ 9,151 | $ 58,810 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (104,565) | (89,724) | (89,724) | (14,841) | |||||||
Other comprehensive income (loss) | 99 | 99 | 99 | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 1,848,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | 2 | 2 | $ 2 | ||||||||
Stock-based compensation expense | 6,628 | 6,628 | 6,628 | ||||||||
Purchases of treasury stock (in shares) | (633,000) | ||||||||||
Purchases of treasury stock | (3,872) | (3,872) | $ (1) | (3,871) | |||||||
Contributions from noncontrolling interests | 20,987 | 20,987 | |||||||||
Common stock, outstanding, ending balance (in shares) at Mar. 31, 2019 | 142,393,000 | ||||||||||
Stockholders' equity, end of period at Mar. 31, 2019 | (221,456) | (286,412) | $ 142 | 2,469,998 | (190,940) | (4,051) | (2,561,561) | 64,956 | |||
Common stock, outstanding, beginning balance (in shares) at Dec. 30, 2018 | 141,178,000 | ||||||||||
Stockholders' equity, beginning of period at Dec. 30, 2018 | (149,886) | $ 9,151 | (208,696) | $ 9,151 | $ 141 | 2,463,370 | (187,069) | (4,150) | (2,480,988) | $ 9,151 | 58,810 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive income (loss) | 359 | ||||||||||
Common stock, outstanding, ending balance (in shares) at Sep. 29, 2019 | 142,577,000 | ||||||||||
Stockholders' equity, end of period at Sep. 29, 2019 | (160,256) | (166,677) | $ 143 | 2,483,815 | (191,725) | (3,791) | (2,455,119) | 6,421 | |||
Common stock, outstanding, beginning balance (in shares) at Mar. 31, 2019 | 142,393,000 | ||||||||||
Stockholders' equity, beginning of period at Mar. 31, 2019 | (221,456) | (286,412) | $ 142 | 2,469,998 | (190,940) | (4,051) | (2,561,561) | 64,956 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 110,074 | 121,459 | 121,459 | (11,385) | |||||||
Other comprehensive income (loss) | 166 | 166 | 166 | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 173,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | 1 | 1 | $ 1 | ||||||||
Stock-based compensation expense | 6,790 | 6,790 | 6,790 | ||||||||
Purchases of treasury stock (in shares) | (51,000) | ||||||||||
Purchases of treasury stock | (494) | (494) | (494) | ||||||||
Contributions from noncontrolling interests | 8,590 | 8,590 | |||||||||
Distributions from noncontrolling interests | (316) | (316) | |||||||||
Common stock, outstanding, ending balance (in shares) at Jun. 30, 2019 | 142,515,000 | ||||||||||
Stockholders' equity, end of period at Jun. 30, 2019 | (96,645) | (158,490) | $ 143 | 2,476,788 | (191,434) | (3,885) | (2,440,102) | 61,845 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (19,208) | (15,017) | (15,017) | (4,191) | |||||||
Other comprehensive income (loss) | 94 | 94 | 94 | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 85,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | $ 0 | ||||||||||
Stock-based compensation expense | 7,027 | 7,027 | 7,027 | ||||||||
Purchases of treasury stock (in shares) | (23,000) | ||||||||||
Purchases of treasury stock | (291) | (291) | (291) | ||||||||
Contributions from noncontrolling interests | 1,836 | 1,836 | |||||||||
Distributions from noncontrolling interests | (1,236) | (1,236) | |||||||||
Reduction of non-controlling interests, due to sale of interest in residential lease portfolio | (51,833) | (51,833) | |||||||||
Common stock, outstanding, ending balance (in shares) at Sep. 29, 2019 | 142,577,000 | ||||||||||
Stockholders' equity, end of period at Sep. 29, 2019 | $ (160,256) | (166,677) | $ 143 | 2,483,815 | (191,725) | (3,791) | (2,455,119) | 6,421 | |||
Common stock, outstanding, beginning balance (in shares) at Dec. 29, 2019 | 170,059,000 | 168,121,000 | |||||||||
Stockholders' equity, beginning of period at Dec. 29, 2019 | $ 21,499 | 10,163 | $ 168 | 2,661,819 | (192,633) | (9,512) | (2,449,679) | 11,336 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (2,138) | (1,431) | (1,431) | (707) | |||||||
Other comprehensive income (loss) | 723 | 723 | 723 | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 2,452,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | 3 | 3 | $ 3 | ||||||||
Stock-based compensation expense | 6,885 | 6,885 | 6,885 | ||||||||
Purchases of treasury stock (in shares) | (818,000) | ||||||||||
Purchases of treasury stock | (6,911) | (6,911) | $ (1) | (6,910) | |||||||
Common stock, outstanding, ending balance (in shares) at Mar. 29, 2020 | 169,755,000 | ||||||||||
Stockholders' equity, end of period at Mar. 29, 2020 | $ 20,061 | 9,432 | $ 170 | 2,668,704 | (199,543) | (8,789) | (2,451,110) | 10,629 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201802Member | ||||||||||
Common stock, outstanding, beginning balance (in shares) at Dec. 29, 2019 | 170,059,000 | 168,121,000 | |||||||||
Stockholders' equity, beginning of period at Dec. 29, 2019 | $ 21,499 | 10,163 | $ 168 | 2,661,819 | (192,633) | (9,512) | (2,449,679) | 11,336 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive income (loss) | $ 175 | ||||||||||
Common stock, outstanding, ending balance (in shares) at Sep. 27, 2020 | 170,139,000 | 170,139,000 | |||||||||
Stockholders' equity, end of period at Sep. 27, 2020 | $ (7,066) | (10,299) | $ 170 | 2,679,960 | (201,090) | 8,070 | (2,497,409) | 3,233 | |||
Common stock, outstanding, beginning balance (in shares) at Mar. 29, 2020 | 169,755,000 | ||||||||||
Stockholders' equity, beginning of period at Mar. 29, 2020 | 20,061 | 9,432 | $ 170 | 2,668,704 | (199,543) | (8,789) | (2,451,110) | 10,629 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 18,398 | 19,378 | 19,378 | (980) | |||||||
Other comprehensive income (loss) | (1,576) | (1,576) | (1,576) | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 533,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | 0 | $ 0 | ||||||||
Stock-based compensation expense | 5,675 | 5,675 | 5,675 | ||||||||
Purchases of treasury stock (in shares) | (229,000) | ||||||||||
Purchases of treasury stock | (1,253) | (1,253) | (1,253) | ||||||||
Common stock, outstanding, ending balance (in shares) at Jun. 28, 2020 | 170,059,000 | ||||||||||
Stockholders' equity, end of period at Jun. 28, 2020 | 41,305 | 31,656 | $ 170 | 2,674,379 | (200,796) | (10,365) | (2,431,732) | 9,649 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 45,114 | 44,626 | 44,626 | 488 | |||||||
Other comprehensive income (loss) | 1,028 | 1,028 | 1,028 | ||||||||
Issuance of restricted stock to employees, net of cancellations (in shares) | 111,000 | ||||||||||
Issuance of restricted stock to employees, net of cancellations | 0 | 0 | |||||||||
Stock-based compensation expense | 5,581 | 5,581 | 5,581 | ||||||||
Purchases of treasury stock (in shares) | (31,000) | ||||||||||
Purchases of treasury stock | (294) | (294) | (294) | ||||||||
Issuance of Maxeon Solar green convertible notes | 53,040 | 53,040 | 53,040 | ||||||||
Impact of Maxeon Solar Spin-Off | (152,560) | (145,936) | (53,040) | 17,407 | (110,303) | (6,624) | |||||
Contributions from noncontrolling interests | 22 | 22 | |||||||||
Distributions from noncontrolling interests | $ (302) | (302) | |||||||||
Common stock, outstanding, ending balance (in shares) at Sep. 27, 2020 | 170,139,000 | 170,139,000 | |||||||||
Stockholders' equity, end of period at Sep. 27, 2020 | $ (7,066) | $ (10,299) | $ 170 | $ 2,679,960 | $ (201,090) | $ 8,070 | $ (2,497,409) | $ 3,233 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | ||||
Cash flows from operating activities: | |||||||||
Net income | $ 45,114 | $ (19,208) | $ 61,374 | $ (13,699) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation and amortization | 45,737 | 62,022 | |||||||
Non-cash restructuring charges | 0 | 5,874 | |||||||
Stock-based compensation | 18,788 | 18,927 | |||||||
Non-cash interest expense | 5,495 | 7,468 | |||||||
Bad debt expense | 998 | 1,319 | |||||||
Equity in losses of unconsolidated investees | 586 | 2,050 | |||||||
Gain on equity investments with readily determinable fair value | (275,645) | (129,038) | |||||||
Gain on retirement of convertible debt | (3,060) | 0 | |||||||
Gain on sale of assets | 0 | (21,383) | |||||||
Gain on business divestiture | 0 | 0 | (10,458) | (143,400) | |||||
Gain on sale of investments without determinable fair value | 0 | (17,275) | |||||||
Deferred income taxes | 1,639 | 500 | |||||||
Impairment of property, plant and equipment | 0 | 777 | |||||||
Loss on sale and impairment of residential lease assets | 815 | 36,709 | |||||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable | 113,029 | (47,029) | |||||||
Contract assets | (22,771) | (18,107) | |||||||
Inventories | (12,107) | (108,093) | |||||||
Project assets | (11,202) | (9,238) | |||||||
Prepaid expenses and other assets | (4,324) | 1,482 | |||||||
Operating lease right-of-use assets | 9,898 | 6,219 | |||||||
Long-term financing receivables, net | 0 | (473) | |||||||
Advances to suppliers | 16,296 | 33,292 | |||||||
Accounts payable and other accrued liabilities | (75,141) | 64,009 | |||||||
Contract liabilities | (53,818) | 8,127 | |||||||
Operating lease liabilities | (8,642) | (7,202) | |||||||
Net cash used in operating activities | (202,513) | (266,162) | |||||||
Cash flows from investing activities: | |||||||||
Purchases of property, plant and equipment | (13,174) | (35,100) | |||||||
Cash paid for solar power systems | (5,394) | (51,826) | |||||||
Proceeds from business divestiture, net of de-consolidated cash | (140,132) | [1] | 0 | ||||||
Proceeds from business divestiture, net of cash3 | [2] | 15,418 | 40,491 | ||||||
Proceeds from sale of equity investment | 119,439 | 42,957 | |||||||
Proceeds from maturities of marketable securities | 6,588 | 0 | |||||||
Purchases of marketable securities | (1,338) | 0 | |||||||
Proceeds from sale of assets | 0 | 39,970 | |||||||
Cash outflow from sale of residential lease portfolio | 0 | (16,397) | |||||||
Proceeds from return of capital of equity investments with fair value option | 7,724 | 0 | |||||||
Cash paid for investments in unconsolidated investees | 0 | (12,400) | |||||||
Net cash provided by (used in) investing activities | (10,869) | 7,695 | |||||||
Cash flows from financing activities: | |||||||||
Proceeds from bank loans and other debt | 183,731 | 231,489 | |||||||
Repayment of bank loans and other debt | (183,070) | (209,095) | |||||||
Proceeds from issuance of non-recourse residential and commercial financing, net of issuance costs | 13,434 | 72,259 | |||||||
Repayment of non-recourse commercial and residential financing | (7,231) | (2,959) | |||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | 22 | 31,413 | |||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects | (302) | (316) | |||||||
Cash paid for repurchase of convertible debt | (95,178) | 0 | |||||||
Proceeds from issuance of Maxeon Solar green convertible debt | 200,000 | 0 | |||||||
Settlement of contingent consideration arrangement, net of cash received | 2,245 | (2,448) | |||||||
Equity offering costs paid | (928) | 0 | |||||||
Payment for prior business combination | 0 | (9,000) | |||||||
Purchases of stock for tax withholding obligations on vested restricted stock | (8,455) | (4,657) | |||||||
Net cash provided by financing activities | 104,268 | 106,686 | |||||||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 222 | (1,247) | |||||||
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (108,892) | (153,028) | |||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | [3] | $ 210,735 | 458,657 | 363,763 | $ 363,763 | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | [3] | 349,765 | $ 458,657 | 210,735 | 349,765 | 210,735 | $ 458,657 | ||
Non-cash transactions: | |||||||||
Costs of solar power systems sourced from existing inventory | 0 | 29,206 | |||||||
Costs of solar power systems funded by liabilities | 598 | 3,604 | |||||||
Property, plant and equipment acquisitions funded by liabilities | 36 | 11,911 | |||||||
Right-of-use assets obtained in exchange for lease obligations | $ 8,362 | $ 8,939 | 21,786 | [4] | 103,744 | [4] | |||
Derecognition financing obligations upon business divestitures | 0 | 590,884 | |||||||
Assumption of liabilities in connection with business divestiture | [5] | 9,056 | 0 | ||||||
Holdbacks in connection with business divestiture | [5] | 7,199 | 2,425 | ||||||
Receivables in connection with sale of residential lease assets | 0 | 8,043 | |||||||
Receivables in connection with sale of residential lease assets | 0 | 69,076 | |||||||
Holdback related to sale of assets | 0 | $ 18,300 | |||||||
Cash received for spin-off | 125,000 | ||||||||
Deconsolidation, spin-off cash | 265,100 | ||||||||
De-consolidated cash amount | $ 600 | ||||||||
[1] | Amount for the nine months ended September 27, 2020 consists of $125 million of cash received from Maxeon Solar under the Separation and Distribution Agreement, net of de-consolidated cash of $265.1 million | ||||||||
[2] | Amount for the nine months ended September 27, 2020 is net of de-consolidated cash of $0.6 million | ||||||||
[3] | "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 on the condensed consolidated balance sheets for the respective periods. | ||||||||
[4] | Amounts for the nine months ended September 29, 2019 include the transition adjustment for the adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASC 842") and additional | ||||||||
[5] | See Note 5. |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Summary Of Significant Accounting Policies | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization SunPower Corporation (together with its subsidiaries, "SunPower," the “Company,” "we," "us," or "our") is a leading solar energy company that delivers complete solar solutions to customers primarily in the United States and Canada through an array of hardware, software, and financing options, and "Smart Energy" solutions. Our Smart Energy initiative is designed to add layers of intelligent control to homes, buildings and grids—all personalized through easy-to-use customer interfaces. We are a leader in the U.S. downstream Distributed Generation (“DG”) market, providing an affordable and sustainable source of electricity compared to traditional utility energy to residential homeowners and commercial customers through multiple financial offerings. Our sales channels include a strong network of dealers and resellers that operate in both residential and commercial markets. SunPower is a majority-owned subsidiary of Total Solar INTL SAS ("Total," formerly Total Solar International SAS) and Total Gaz Electricité Holdings France SAS (“Total Gaz”), each a subsidiary of Total SE (“Total SE,” formerly Total SA) (see “Note 3. Transactions with Total and Total SE”). On August 26, 2020, we completed the previously announced spin-off (the “Spin-Off”) of Maxeon Solar Technologies, Ltd., a Singapore public company limited by shares (“Maxeon Solar”), consisting of certain non-U.S. operations and assets of our former SunPower Technologies business unit. The Spin-Off was completed by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares, no par value, of Maxeon Solar to holders of record of the Company’s common stock (the “Distribution”) as of the close of business on August 17, 2020. As a result of the Spin-Off, SunPower no longer consolidates Maxeon Solar within its financial results of continuing operations. For all the periods prior to the Spin-Off, the financial results of Maxeon Solar are presented as net earnings from discontinued operations on the condensed consolidated statement of operations and the assets and liabilities of Maxeon Solar are presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheets. (Refer Note 2. Discontinued Operations for additional details). Liquidity The global spread of the coronavirus ("COVID-19") created significant uncertainty and economic disruptions worldwide. In our response to the COVID-19 pandemic, we instituted several measures, including requirements to work remotely for the majority of our workforce and travel restrictions, as well as other mitigating actions to prudently manage our business during the current industry uncertainty. These measures included temporary reductions in the salaries of certain of our executive officers and the fees payable to our independent directors, as well as temporary reductions in salaries and reduced work week schedules for certain of our employees to address reduced demand and workloads, with exceptions for certain groups, including those supporting customer and asset services. In June 2020, most of our employees resumed a full work week and returned to full salary during the last week of July. In September 2020, our executive officers and independent board of directors returned to full salary. Despite the challenging and volatile economic conditions, we believe that our total cash and cash equivalents will be sufficient to meet our obligations over the next 12 months from the date of issuance of our financial statements, including repayment of our 0.875% senior convertible debentures due June 1, 2021 (the "0.875% debentures due 2021"), which were outstanding in an aggregate principal amount of $301.6 million as of September 27, 2020. In addition, we have historically been successful in our ability to divest certain investments and non-core assets, secure other sources of financing, such as accessing the capital markets, and implement other cost reduction initiatives such as restructuring, to address our liquidity needs. However, our ability to take these steps may be adversely affected by many factors impacting us and the markets generally, including the COVID-19 pandemic. If alternative actions were to be necessary, we believe they could be implemented prior to the maturity date of the 0.875% debentures due 2021. Although we have historically been able to generate liquidity, we cannot predict, with certainty, the outcome of our actions to generate liquidity as planned. Additionally, we are uncertain of the full extent to which the COVID-19 pandemic will impact our business, operations and financial results over time. Basis of Presentation and Preparation Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of SunPower and our wholly-owned subsidiaries, and have been prepared by us in accordance with generally accepted accounting principles in the United States ("United States" or "U.S.," and such accounting principles, "U.S. GAAP") for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. For all the periods prior to the Spin-Off, the financial results, assets and liabilities of Maxeon Solar are presented as net of earnings from discontinued operations in the condensed statement of operations and the assets and liabilities are presented as assets and liabilities from discontinued operations in the condensed consolidated balance sheets The historical statements of comprehensive income and cash flows and the balances related to stockholders’ (deficit) equity have not been revised to reflect the effect of the Spin-Off. For further information on discontinued operations, see Note 2. “Discontinued Operations." All intercompany transactions and balances have been eliminated on consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 29, 2019 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2019, as filed with the Securities and Exchange Commission ("SEC") on February 18, 2020 but does not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended December 29, 2019. The operating results for the three and nine months ended September 27, 2020 are not necessarily indicative of the results that may be expected for fiscal year 2020, or for any other future period. We have a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. The current fiscal year, fiscal 2020, is a 53-week fiscal year, while fiscal year 2019 was a 52-week fiscal year. The third quarter of fiscal 2020 ended on September 27, 2020, while the third quarter of fiscal 2019 ended on September 29, 2019. Management Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include: revenue recognition, specifically the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; allowances for credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; stock-based compensation; fair value assumptions for solar power systems and other long-lived assets sold under sale-leaseback transactions; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; economic useful lives of property, plant and equipment, and intangible assets; fair value of investments, including equity investments for which we apply the fair value option and other financial instruments; residual value of solar power systems; valuation of contingencies such as accrued warranty; the incremental borrowing rate used in discounting of lease liabilities; the fair value of indemnities provided to customers and other parties; and income taxes and tax valuation allowances. As a result of the uncertainty involved with industry impacts of the COVID-19 pandemic, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. These estimates may change as impacts become more certain and additional information becomes available, which may result in a significant change to our estimates in future periods. Actual results could materially differ from those estimates. Summary of Selected Significant Accounting Policies Included below, are selected significant accounting policies that were added or modified during the nine months ended September 27, 2020 as a result of new transactions entered into or the adoption of new accounting policies. Refer to our Annual Report on Form 10-K for the fiscal year ended December 29, 2019 for the full list of our significant accounting policies. Financial Instruments - Credit Losses Effective December 30, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively , "Topic 326") . Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For additional information on the changes resulting from the new standard and the impact to our financial results on adoption, refer to the section Recently Adopted Accounting Pronouncements below. We recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses and adjust this estimate over the life of the receivable as needed. We evaluate the aggregation and risk characteristics of a receivable pool and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. As of September 27, 2020, we reported $94.8 million of accounts receivable, net of allowances of $17.0 million. Based on aging analysis as of September 27, 2020, 77% of our trade accounts receivable was outstanding less than 60 days. Refer to Note 6. Balance Sheet Components for more details on changes in allowance for credit losses. We are continuing to actively monitor the impact of the COVID-19 pandemic on our expected credit losses. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - Genera l (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. We adopted the ASU during first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities , which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We adopted the ASU during the second quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendment clarifies accounting for equity investments and non-derivative forward contracts or purchased call options under ASC 321. ASU 2020-01 is effective no later than the first quarter of fiscal 2021. Early adoption is permitted, and the ASU should be applied prospectively. While we are still evaluating the impacts of the provisions of ASU 2020-01 on our financial statements and disclosures, the impact is not expected to be material. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We are currently evaluating the impacts of the provisions of ASU 2020-06 on our financial statements and disclosures. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Maxeon Solar Separation Transaction On August 26, 2020, the Company completed the Spin-Off of Maxeon Solar, consisting of certain non-U.S. operations and assets of our former SunPower Technologies business unit. The Spin-Off was completed by way of a pro rata Distribution of all of the then-issued and outstanding ordinary shares, no par value, of Maxeon Solar to holders of record of the Company’s common stock as of the close of business on August 17, 2020. Immediately after the Distribution, Maxeon Solar and Tianjin Zhonghuan Semiconductor Co., Ltd., a PRC joint stock limited company (“TZS”), completed the previously announced transaction in which Zhonghuan Singapore Investment and Development Pte. Ltd., a Singapore private limited company and an affiliate of TZS, purchased from Maxeon Solar, for $298.0 million, 8,915,692 additional ordinary shares of Maxeon Solar (the “TZS Investment”), representing approximately 28.848% of the outstanding ordinary shares of Maxeon Solar after giving effect to the Spin-Off and the TZS Investment. Shortly after the Spin-Off, Maxeon Solar paid us $125.0 million for the transfer of certain intellectual property and reimbursement of transaction expenses in accordance with the Separation and Distribution Agreement entered into between us and Maxeon Solar in connection with the Spin-Off. In connection with the Spin-Off, we and Maxeon Solar entered into various ancillary agreements that provide a framework for the relationships between the parties going forward, including a tax matters agreement, an employee matters agreement, a transition services agreement, a brand framework agreement, a cross license agreement, a product collaboration agreement and a supply agreement (collectively, the “Ancillary Agreements”). For the descriptions of the Ancillary Agreements and the full text of such agreements, refer to our Current Report on Form 8-K and exhibits filed with the SEC on August 27, 2020. Under the transition services agreement, Maxeon Solar and SunPower will provide various administrative services and assets to each other through August 26, 2021 with an option to extend for up to an additional 180 days. Services to be provided include, among others, certain services related to finance, accounting, business technology, human resources, facilities, document management and record retention, relationship and strategy management, module operations, and technical and quality support. In consideration for such services, Maxeon Solar and SunPower will each pay fees to the other for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services, plus a standard markup, and subject to a 25% increase following an extension of the initial term (unless otherwise mutually agreed to by the parties). During the three and nine months ended September 27, 2020, we recorded $2.1 million of income associated with the transition services agreement. This was offset by $0.2 million of services provided by Maxeon Solar to us, resulting in a net reduction of operating expenses of $1.9 million, presented separately within operating expenses on the condensed consolidated statement of operations. The product collaboration agreement provides a framework for the development of next-generation Maxeon 7 panels, flex panels, single solar panels, and any other products that are agreed to by the parties. Each project that will occur under the agreement will be governed by written plans that will be agreed to by the parties. These plans will include agreed-upon budgets, cost allocations and resource responsibilities of the parties and will last a maximum of 2 years. Both parties will have the sole right to manufacture the products developed under the agreement within the 50 states of the United States, the District of Columbia and Canada (the “Collaboration Territory”). Maxeon Solar will have the exclusive right to manufacture the products outside of the Collaboration Territory. For a period that will not be longer than two years commencing on the effective date or approval of a development plan for each developed product (the “Exclusivity Period”), SunPower will have the exclusive right to sell, and Maxeon Solar will have the exclusive right to supply, each developed product in specified markets. For one year after the Exclusivity Period for each developed product, neither party will be permitted to enter into an exclusive supply relationship with a third party for the relevant developed product within those markets. In addition, after the Exclusivity Period, if either party intends to enter into a supply agreement for the developed product, the other party has a right of first offer or refusal. Any new intellectual property arising from the agreement will be owned by Maxeon Solar, subject to a sole license to SunPower within the Collaboration Territory during the Exclusivity Period, and which will become non-exclusive after the Exclusivity Period. During the three and nine months ended September 27, 2020, we recorded an amount of $3.6 million reimbursable from Maxeon Solar under the product collaboration agreement, which is presented as a reduction of our R&D expense on the condensed consolidated statement of operations. The supply agreement, which reflects good faith negotiations between the parties, provides that SunPower will purchase from Maxeon Solar certain designated products for use in residential and commercial solar applications in the Domestic Territory (as defined in the supply agreement). The supply agreement has a two-year term, subject to customary early termination provisions. Under the supply agreement, SunPower is required to purchase certain minimum volumes of products during each calendar quarter of the term. For the remainder of 2020, the minimum volumes are specifically enumerated for different types of products, and for each subsequent period, the minimum volumes will be established based on SunPower’s forecasted requirements, subject to certain limitations. The parties will be subject to reciprocal penalties for failing to purchase or supply, as applicable, the minimum product volumes. The purchase price for each product will be fixed for 2020 and 2021 based on the power output (in watts) of the relevant product. For subsequent periods, the purchase price will be set based on a formula and fixed for the covered period. The Spin-Off meets the criteria for classification as “discontinued operations” in accordance with the guidance in ASC 205-20. Since Maxeon Solar was a major line of SunPower's business and formerly our global cell and module manufacturing platform, our global sales platform in Europe, and our distributed generation and power plant operations, the disposal has a strategic shift that has major impacts on SunPower's current and historical financial results. Thus, in accordance with the guidance, SunPower no longer consolidates the financial results of Maxeon Solar within its financial results of continuing operations. For all the periods prior to the Spin-Off, the financial results of Maxeon Solar are presented as net earnings from discontinued operations on the condensed consolidated statement of operations and assets and liabilities of discontinued operations on the condensed consolidated balance sheets. The following table presents the assets and liabilities of Maxeon Solar as of December 29, 2019 presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: (In thousands) December 29, 2019 Assets: Current Assets: Cash and cash equivalents $ 120,956 Restricted cash and cash equivalents, current portion — Restricted short-term marketable securities 6,187 Accounts receivable, net 98,598 Contract assets, current portion — Inventories 194,852 Advances to suppliers, current portion 75,545 Prepaid expenses and other current assets 34,489 Total current assets of discontinued operations 530,627 Property, plant and equipment, net 267,866 Operating lease right-of-use assets 10,559 Advances to suppliers, net of current portion 13,993 Other long-term assets 53,395 Total assets of discontinued operations $ 876,440 Liabilities: Current Liabilities: Accounts payable $ 234,697 Accrued and other current liabilities 1 87,614 Contract liabilities, current portion 47,096 Short-term debt and current portion of long-term debt 60,383 Total current liabilities of discontinued operations 431,694 Long-term debt 1,487 Convertible debt, net of current portion — Contract liabilities, net of current portion 35,616 Other long-term liabilities 46,526 Total liabilities of discontinued operations $ 524,755 The following table presents financial results of Maxeon Solar presented as discontinued operations in the Company's income statement in the corresponding periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net revenues 1 $ 63,272 $ 189,916 $ 357,164 $ 569,856 Gross income (loss) 1 (30,820) 2,756 (26,609) (46,637) Operating expenses 2 33,177 30,601 92,581 82,191 Operating loss (63,997) (27,845) 119,191 (128,828) Loss before income taxes and equity in earnings (losses) of unconsolidated investees (70,761) (29,417) (125,599) (131,181) Provision for income taxes 6,137 (2,450) 3,191 (7,169) Equity in earnings (losses) of unconsolidated investees 58 (807) (586) (1,334) Net loss from discontinued operations, net of taxes (64,566) (32,674) (122,994) (139,684) Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests (258) (987) (1,313) (3,057) Net loss from discontinued operations attributable to stockholders $ (64,824) $ (33,661) $ (124,307) $ (142,741) 1 Excludes intersegment revenue and gross margin from sale of photovoltaic modules to SunPower prior to the Spin-Off, which is eliminated in consolidation. 2 Operating expenses include separation costs classified within discontinued operations. The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Depreciation and amortization $ 31,143 $ 34,759 Stock-based compensation 6,401 5,246 Equity in losses of unconsolidated investees 586 1,334 Gain from sale of investments — 6,275 Purchases of property, plant and equipment 10,707 31,523 Aged supplier financing balances reclassified from accounts payable to short-term debt 63,111 22,852 Sale of Operations and Maintenance Business In the third quarter of fiscal 2019, we signed a Membership Interest and Purchase Agreement ("MIPA") with NovaSource Power Services ("NovaSource”) to sell certain operation and maintenance assets and related liabilities for total consideration of $36.3 million. The transaction closed on May 14, 2020 upon the satisfaction of agreed conditions precedent to closing, and payment was received from NovaSource at that time. Upon closing, we received net cash consideration of $16.0 million after an estimated $5.3 million working capital adjustment, as well as hold-backs totaling in aggregate $15.0 million for certain retained obligations and contracts not novated as of closing. We assessed the recoverability of these holdbacks and included our best estimate of the amount recoverable in the future, in our calculation of net gain on sale. The final net consideration is subject to final working capital adjustments that are expected to be agreed and finalized with NovaSource during the fourth quarter of fiscal 2020, which are not expected to materially impact the gain recognized in the second quarter of fiscal 2020. Additionally, we also agreed to retain and subcontract certain O&M contracts for selected large utility scale power plant projects in North America at a fixed price to NovaSource. The contracts were deemed loss-making on the closing date and accordingly, we recorded a liability for the expected loss to be recognized for these contracts that will be amortized over the expected period of loss of 3 years. In the third quarter of fiscal 2020, we recorded final working capital adjustments as agreed upon with NovaSource which had an immaterial impact on the consolidated financial statements. In evaluating the accounting treatment for this sale, the transaction was considered the sale of a business as defined in ASC 805, Business Combinations . We recorded a gain of $10.5 million, which was recorded "gain on business divestiture" in our condensed consolidated statements of operations for the nine months ended September 27, 2020. We recorded $2.1 million of tax expense related to the sale during the nine months ended September 27, 2020. We also recorded $2.7 million of transaction expenses, which were expensed as incurred and included within “sales, general and administrative expenses” in our condensed consolidated statement of operations for the nine months ended September 27, 2020. The assets and liabilities of our O&M business that were sold in the transaction are summarized below: (In thousands) Accounts receivable $ 5,693 Contract assets, current portion 3,239 Prepaid expenses, other current assets, and cash 4,786 Other long-term assets 634 Total assets 14,352 Accounts payable 3,434 Contract liabilities, current portion 4,204 Other current liabilities 808 Other long-term liabilities 2,245 Total liabilities 10,691 Net assets $ 3,661 Net proceeds received were as follows: (In thousands) Purchase price $ 36,300 Holdback receivables, including contracts not novated (15,000) Working capital adjustment, upon close (5,324) Net proceeds received $ 15,976 Net gain on sale for the nine months ended September 27, 2020 was as follows: (In thousands) Nine Months Ended September 27, 2020 Net proceeds received $ 15,976 Estimated receivable from amount held back for retained obligations 7,199 Liabilities for loss-making contracts retained (6,026) Book value of net assets sold (3,661) Working capital adjustment, post close (3,030) Net gain on sale $ 10,458 |
Transactions with Total and Tot
Transactions with Total and Total S.A. | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Total and Total S.A. | TRANSACTIONS WITH TOTAL AND TOTAL SE In June 2011, Total completed a cash tender offer to acquire 60% of our then outstanding shares of common stock at a price of $23.25 per share, for a total cost of approximately $1.4 billion. In December 2011, we entered into a Private Placement Agreement with Total (the "Private Placement Agreement"), under which Total purchased, and we issued and sold, 18.6 million shares of our common stock for a purchase price of $8.80 per share, thereby increasing Total's ownership to approximately 66% of our outstanding common stock as of that date. As of September 27, 2020, ownership of our outstanding common stock by Total SE and its affiliates was approximat ely 52%. Subsequent to the Spin-Off of Maxeon Solar on August 26, 2020, Total received a pro rata distribution of ordinary shares of Maxeon Solar and its percentage ownership of shares in SunPower did not change. Supply Agreements In December 2019, we sold our membership interests in certain project companies to Total Strong, LLC., a joint venture between Total and Hannon Armstrong. We recognized revenue of $6.2 million for sales to this joint venture, which is included within "Solar power systems, components, and other" on our consolidated statements of operations for fiscal 20 19. During the three months and nine months ended September 27, 2020, we recognized revenue of $34.3 million and $65.7 million, r espectively, for sales to this joint venture, that included project companies sold in the previous quarters, and continued recognition of engineering, procurement and construction ("EPC") revenue for sales in the previous quarters, which is included within "Solar power systems, components, and other" on our condensed consolidated statements of operations. Affiliation Agreement We and Total have entered into an Affiliation Agreement that governs the relationship between Total and us (the "Affiliation Agreement"). Until the expiration of a standstill period specified in the Affiliation Agreement (the "Standstill Period"), and subject to certain exceptions, Total, Total SE, and any of their respective affiliates and certain other related parties (collectively, the "Total Group") may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning our shares in excess of certain thresholds, or request us or our independent directors, officers or employees, to amend or waive any of the standstill restrictions applicable to the Total Group. The Standstill Period ends when Total holds less than 15% ownership of us. The Affiliation Agreement imposes certain limitations on the Total Group's ability to seek to effect a tender offer or merger to acquire 100% of our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of Total SE. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to our Board of Directors. The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by us, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes certain restrictions with respect to the ability of us and our board of directors to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due 2021. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. During the three and nine months ended September 27, 2020 , we purchased $8.1 million and $98.4 million respectively, in aggregated principal amount of the 0.875% debentures for approximately $95.1 million, net. Total held a principal amount of $56.4 million, of the 0.875% debentures due 2021 repurchased and the remaining debentures were held by other third-party investors. The purchases and early retirements resulted in a gain from extinguishment of debt of approximately $0.0 million and $3.1 million in the three and nine months ended September 27, 2020 respectively, which represented the difference between the book value of the 0.875% debentures due 2021, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the 0.875% debentures due 2021 upon repurchase. The gain was recorded within “Other, net” on the condensed consolidated statement of operations. Interest is payable on the 0.875% debentures due 2021 semi-annually, beginning on December 1, 2014. The 0.875% debentures due 2021 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 0.875% debentures due 2021 was 20.5071 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $48.76 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 25.1388 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $39.78 per share), which provides Total the right to acquire up to 4,865,886 shares of our common stock after giving effect to the purchase described above. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. If not earlier repurchased or converted, the 0.875% debentures due 2021 mature on June 1, 2021. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% senior convertible debentures due 2023 (the "4.00% debentures due 2023"). An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 was acquired by Total. The 4.00% debentures due 2023 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 4.00% debentures due 2023 was 32.7568 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $30.53 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate adjusted to 40.1552 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $24.90 per share), which provides Total the right to acquire up to 4,015,515 shares of our common stock. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. Joint Solar Projects with Total and its Affiliates We enter into various EPC and O&M agreements relating to solar projects, including EPC and O&M services agreements relating to projects owned or partially owned by Total and its affiliates. As of September 27, 2020, we had $44.8 million of "Contract assets" and $0.3 million of "Accounts receivable, net" on our condensed consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. During fiscal year 2018, in connection with a co-development solar project in Japan among us, Total, and an independent third party, we sold 25% of ownership interests in the co-development solar project to Total, for an immaterial amount of proceeds. We sold the remaining 25% of ownership interest to Total in the nine months ended September 29, 2019, for proceeds of $4.6 million, and recognized a gain of $2.9 million, which is included within "other, net" in our condensed consolidated statements of operations for fiscal 2019. Development service revenue of $6.4 million was also recognized during fiscal 2019. We have also agreed to supply solar panels under this arrangement with sales beginning in October 2019 and expected to occur through November 2020. We recognize revenue from these sales consistent with our revenue recognition policy from solar power components. In connection with a co-development solar project in Chile between us and Total, we sold all of our 50% of ownership interests in the co-development project to Total in fiscal 2019, for proceeds of $14.1 million, and recognized a gain of $11.0 million, which is included within "other, net" in our condensed consolidated statements of operations for fiscal 2019. Related-Party Transactions with Total and its Affiliates: The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 11. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 267 $ 3,973 1 Refer to Note 10. Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenue: Solar power systems, components, and other $ 34,465 $ 112 $ 98,244 $ 112 Cost of revenue: Solar power systems, components, and other 26,177 84 70,501 84 Other income Gain on early retirement of convertible debt 104 — 1,954 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 93 13 244 Interest expense incurred on the 0.875% debentures due 2021 384 547 1,216 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 In connection with the Spin-Off, the Company entered into certain agreements with Maxeon Solar including the Transition Services Agreement, supply agreement, and product collaboration agreement. The below table summarizes the Company’s transactions with Maxeon Solar for the three and nine months ended September 27, 2020: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 27, 2020 Purchases of photovoltaic modules (recorded in cost of revenue) $ 18,895 $ 18,895 Research and development expenses reimbursement $ 3,638 $ 3,638 Income from transition services agreement, net $ 1,889 $ 1,889 The Company had the following balances related to transactions with Maxeon Solar as of September 27, 2020: (In thousands) September 27, 2020 Prepaid and other current assets $ 16,017 Accrued liabilities $ 2,373 Accounts payable $ 18,895 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 27, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables represent disaggregated revenue from contracts with customers for the three and nine months ended September 27, 2020, and September 29, 2019 along with the reportable segment for each category: Three Months Ended (In thousands) September 27, 2020 September 29, 2019 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services 191,016 73,840 2,688 267,544 195,686 58,507 8,354 262,547 Operations and maintenance — — 75 75 — 4,659 10,074 14,733 Residential leasing 1,284 — — 1,284 3,523 — — 3,523 Solar services 1 5,485 418 — 5,903 4,881 358 — 5,239 Revenue $ 197,785 $ 74,258 $ 2,763 $ 274,806 $ 204,090 $ 63,524 $ 18,428 $ 286,042 Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Category Residential, Light Commercial Commercial and Industrial Solutions Other Total Residential, Light Commercial Commercial and Industrial Solutions Other Total Solar power systems sales and EPC services 568,303 170,403 3,147 741,853 458,141 147,221 22,973 628,335 Operations and maintenance — 3,619 19,844 23,463 — 7,696 29,592 37,288 Residential leasing 3,937 — — 3,937 9,083 — — 9,083 Solar services 1 12,524 1,242 — 13,766 15,046 856 — 15,902 Revenue $ 584,764 $ 175,264 $ 22,991 $ 783,019 $ 482,270 $ 155,773 $ 52,565 $ 690,608 1 Upon adoption of ASC 842, revenues from residential leasing are being accounted for under ASU No. 2014-09 ("ASC 606") and recorded under 'Solar services' We recognize revenue for sales of modules and components at the point that control transfers to the customer, which typically occurs upon shipment or delivery to the customer, depending on the terms of the contract, and we recognize revenue for operations and maintenance and solar services over the term of the service period. For EPC revenue and solar power systems sales, we commence recognizing revenue when control of the underlying system transfers to the customer and continue recognizing revenue over time as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. For contracts in which we sell membership interests in certain project companies that are owned by a to joint venture formed between Total and Hannon Armstrong, we recognize revenue for the initial development and other solar assets at the point that control transfers to the customer, and we recognize continuing EPC revenue for work provided to the joint venture over time as work is performed. Judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known. For contracts with post-installation systems monitoring and maintenance, we recognize revenue related to systems monitoring and maintenance over the non-cancellable contract term on a straight-line basis. Changes in estimates for EPC services occur for a variety of reasons, including but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in our condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 27, 2020 and September 29, 2019 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $1.0 million during the periods were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. Three Months Ended Nine Months Ended (In thousands, except number of projects) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Increase (decrease) in revenue from net changes in transaction prices $ 1,142 $ — $ 834 $ (3,301) Increase (decrease) in revenue from net changes in input cost estimates (1,041) 1,734 (1,092) 4,144 Net decrease in revenue from net changes in estimates $ 101 $ 1,734 (258) $ 843 Number of projects 2 1 4 2 Net change in estimate as a percentage of aggregate revenue for associated projects 0.3 % 3.6 % (0.2) % 1.5 % Contract Assets and Liabilities Contract assets consist of (i) retainage which represents 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; and (ii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for long-term construction contracts. Contract liabilities consist of deferred revenue and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract. Refer to "Note 6. Balance Sheet Components " for further details. During the three and nine months ended September 27, 2020, the in crease in contract assets of $5.7 million and $4.5 million , respectively, was primarily driven by billings for commercial projects where certain milestones had not yet been reached, but criteria for revenue recognition has been met. During the three and nine months ended September 29, 2019, the increase in contract assets of $26.0 million and $18.4 million, respectively, was primarily driven by unbilled receivables for commercial projects where certain milestones had not yet been reached, but the criteria for revenue had been met. During the three and nine months ended September 27, 2020, the de crease in contract liabilities of $2.0 million and $6.7 million , respectively, was primarily due to utilization of customer advances. During the three and nine months ended September 29, 2019, the increase in contract liabilities of $15.2 million and $16.7 million was primarily due to additional customer advances. During the three and nine months ended September 27, 2020, we recognized revenue of $26.9 million and $78.4 million that was included in contract liabilities as of June 28, 2020 and December 29, 2019, respectively. During the three and nine months ended September 29, 2019, we recognized revenue of $32.5 million and $29.2 million , respectively, that was included in contract liabilities as of June 30, 2019 and December 30, 2018, respectively. The following table represents our remaining performance obligations as of September 27, 2020 for EPC agreements for projects that we are constructing or expect to construct. We expect to recognize $140.5 million of revenue upon transfer of control of the projects. Project Revenue Category EPC Contract/Partner Developed Project Expected Year Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Distribution Generation Projects Solar power systems sales and EPC services Various 2021 76.9% As of September 27, 2020, we have entered into contracts with customers for sales of modules, components, and residential solar systems, for an aggregate transaction price of $211.9 million , the substantial majority of which we expect to recognize over the next 12 months. |
Business Divestiture
Business Divestiture | 9 Months Ended |
Sep. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Business Divestiture | Discontinued Operations Maxeon Solar Separation Transaction On August 26, 2020, the Company completed the Spin-Off of Maxeon Solar, consisting of certain non-U.S. operations and assets of our former SunPower Technologies business unit. The Spin-Off was completed by way of a pro rata Distribution of all of the then-issued and outstanding ordinary shares, no par value, of Maxeon Solar to holders of record of the Company’s common stock as of the close of business on August 17, 2020. Immediately after the Distribution, Maxeon Solar and Tianjin Zhonghuan Semiconductor Co., Ltd., a PRC joint stock limited company (“TZS”), completed the previously announced transaction in which Zhonghuan Singapore Investment and Development Pte. Ltd., a Singapore private limited company and an affiliate of TZS, purchased from Maxeon Solar, for $298.0 million, 8,915,692 additional ordinary shares of Maxeon Solar (the “TZS Investment”), representing approximately 28.848% of the outstanding ordinary shares of Maxeon Solar after giving effect to the Spin-Off and the TZS Investment. Shortly after the Spin-Off, Maxeon Solar paid us $125.0 million for the transfer of certain intellectual property and reimbursement of transaction expenses in accordance with the Separation and Distribution Agreement entered into between us and Maxeon Solar in connection with the Spin-Off. In connection with the Spin-Off, we and Maxeon Solar entered into various ancillary agreements that provide a framework for the relationships between the parties going forward, including a tax matters agreement, an employee matters agreement, a transition services agreement, a brand framework agreement, a cross license agreement, a product collaboration agreement and a supply agreement (collectively, the “Ancillary Agreements”). For the descriptions of the Ancillary Agreements and the full text of such agreements, refer to our Current Report on Form 8-K and exhibits filed with the SEC on August 27, 2020. Under the transition services agreement, Maxeon Solar and SunPower will provide various administrative services and assets to each other through August 26, 2021 with an option to extend for up to an additional 180 days. Services to be provided include, among others, certain services related to finance, accounting, business technology, human resources, facilities, document management and record retention, relationship and strategy management, module operations, and technical and quality support. In consideration for such services, Maxeon Solar and SunPower will each pay fees to the other for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services, plus a standard markup, and subject to a 25% increase following an extension of the initial term (unless otherwise mutually agreed to by the parties). During the three and nine months ended September 27, 2020, we recorded $2.1 million of income associated with the transition services agreement. This was offset by $0.2 million of services provided by Maxeon Solar to us, resulting in a net reduction of operating expenses of $1.9 million, presented separately within operating expenses on the condensed consolidated statement of operations. The product collaboration agreement provides a framework for the development of next-generation Maxeon 7 panels, flex panels, single solar panels, and any other products that are agreed to by the parties. Each project that will occur under the agreement will be governed by written plans that will be agreed to by the parties. These plans will include agreed-upon budgets, cost allocations and resource responsibilities of the parties and will last a maximum of 2 years. Both parties will have the sole right to manufacture the products developed under the agreement within the 50 states of the United States, the District of Columbia and Canada (the “Collaboration Territory”). Maxeon Solar will have the exclusive right to manufacture the products outside of the Collaboration Territory. For a period that will not be longer than two years commencing on the effective date or approval of a development plan for each developed product (the “Exclusivity Period”), SunPower will have the exclusive right to sell, and Maxeon Solar will have the exclusive right to supply, each developed product in specified markets. For one year after the Exclusivity Period for each developed product, neither party will be permitted to enter into an exclusive supply relationship with a third party for the relevant developed product within those markets. In addition, after the Exclusivity Period, if either party intends to enter into a supply agreement for the developed product, the other party has a right of first offer or refusal. Any new intellectual property arising from the agreement will be owned by Maxeon Solar, subject to a sole license to SunPower within the Collaboration Territory during the Exclusivity Period, and which will become non-exclusive after the Exclusivity Period. During the three and nine months ended September 27, 2020, we recorded an amount of $3.6 million reimbursable from Maxeon Solar under the product collaboration agreement, which is presented as a reduction of our R&D expense on the condensed consolidated statement of operations. The supply agreement, which reflects good faith negotiations between the parties, provides that SunPower will purchase from Maxeon Solar certain designated products for use in residential and commercial solar applications in the Domestic Territory (as defined in the supply agreement). The supply agreement has a two-year term, subject to customary early termination provisions. Under the supply agreement, SunPower is required to purchase certain minimum volumes of products during each calendar quarter of the term. For the remainder of 2020, the minimum volumes are specifically enumerated for different types of products, and for each subsequent period, the minimum volumes will be established based on SunPower’s forecasted requirements, subject to certain limitations. The parties will be subject to reciprocal penalties for failing to purchase or supply, as applicable, the minimum product volumes. The purchase price for each product will be fixed for 2020 and 2021 based on the power output (in watts) of the relevant product. For subsequent periods, the purchase price will be set based on a formula and fixed for the covered period. The Spin-Off meets the criteria for classification as “discontinued operations” in accordance with the guidance in ASC 205-20. Since Maxeon Solar was a major line of SunPower's business and formerly our global cell and module manufacturing platform, our global sales platform in Europe, and our distributed generation and power plant operations, the disposal has a strategic shift that has major impacts on SunPower's current and historical financial results. Thus, in accordance with the guidance, SunPower no longer consolidates the financial results of Maxeon Solar within its financial results of continuing operations. For all the periods prior to the Spin-Off, the financial results of Maxeon Solar are presented as net earnings from discontinued operations on the condensed consolidated statement of operations and assets and liabilities of discontinued operations on the condensed consolidated balance sheets. The following table presents the assets and liabilities of Maxeon Solar as of December 29, 2019 presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: (In thousands) December 29, 2019 Assets: Current Assets: Cash and cash equivalents $ 120,956 Restricted cash and cash equivalents, current portion — Restricted short-term marketable securities 6,187 Accounts receivable, net 98,598 Contract assets, current portion — Inventories 194,852 Advances to suppliers, current portion 75,545 Prepaid expenses and other current assets 34,489 Total current assets of discontinued operations 530,627 Property, plant and equipment, net 267,866 Operating lease right-of-use assets 10,559 Advances to suppliers, net of current portion 13,993 Other long-term assets 53,395 Total assets of discontinued operations $ 876,440 Liabilities: Current Liabilities: Accounts payable $ 234,697 Accrued and other current liabilities 1 87,614 Contract liabilities, current portion 47,096 Short-term debt and current portion of long-term debt 60,383 Total current liabilities of discontinued operations 431,694 Long-term debt 1,487 Convertible debt, net of current portion — Contract liabilities, net of current portion 35,616 Other long-term liabilities 46,526 Total liabilities of discontinued operations $ 524,755 The following table presents financial results of Maxeon Solar presented as discontinued operations in the Company's income statement in the corresponding periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net revenues 1 $ 63,272 $ 189,916 $ 357,164 $ 569,856 Gross income (loss) 1 (30,820) 2,756 (26,609) (46,637) Operating expenses 2 33,177 30,601 92,581 82,191 Operating loss (63,997) (27,845) 119,191 (128,828) Loss before income taxes and equity in earnings (losses) of unconsolidated investees (70,761) (29,417) (125,599) (131,181) Provision for income taxes 6,137 (2,450) 3,191 (7,169) Equity in earnings (losses) of unconsolidated investees 58 (807) (586) (1,334) Net loss from discontinued operations, net of taxes (64,566) (32,674) (122,994) (139,684) Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests (258) (987) (1,313) (3,057) Net loss from discontinued operations attributable to stockholders $ (64,824) $ (33,661) $ (124,307) $ (142,741) 1 Excludes intersegment revenue and gross margin from sale of photovoltaic modules to SunPower prior to the Spin-Off, which is eliminated in consolidation. 2 Operating expenses include separation costs classified within discontinued operations. The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Depreciation and amortization $ 31,143 $ 34,759 Stock-based compensation 6,401 5,246 Equity in losses of unconsolidated investees 586 1,334 Gain from sale of investments — 6,275 Purchases of property, plant and equipment 10,707 31,523 Aged supplier financing balances reclassified from accounts payable to short-term debt 63,111 22,852 Sale of Operations and Maintenance Business In the third quarter of fiscal 2019, we signed a Membership Interest and Purchase Agreement ("MIPA") with NovaSource Power Services ("NovaSource”) to sell certain operation and maintenance assets and related liabilities for total consideration of $36.3 million. The transaction closed on May 14, 2020 upon the satisfaction of agreed conditions precedent to closing, and payment was received from NovaSource at that time. Upon closing, we received net cash consideration of $16.0 million after an estimated $5.3 million working capital adjustment, as well as hold-backs totaling in aggregate $15.0 million for certain retained obligations and contracts not novated as of closing. We assessed the recoverability of these holdbacks and included our best estimate of the amount recoverable in the future, in our calculation of net gain on sale. The final net consideration is subject to final working capital adjustments that are expected to be agreed and finalized with NovaSource during the fourth quarter of fiscal 2020, which are not expected to materially impact the gain recognized in the second quarter of fiscal 2020. Additionally, we also agreed to retain and subcontract certain O&M contracts for selected large utility scale power plant projects in North America at a fixed price to NovaSource. The contracts were deemed loss-making on the closing date and accordingly, we recorded a liability for the expected loss to be recognized for these contracts that will be amortized over the expected period of loss of 3 years. In the third quarter of fiscal 2020, we recorded final working capital adjustments as agreed upon with NovaSource which had an immaterial impact on the consolidated financial statements. In evaluating the accounting treatment for this sale, the transaction was considered the sale of a business as defined in ASC 805, Business Combinations . We recorded a gain of $10.5 million, which was recorded "gain on business divestiture" in our condensed consolidated statements of operations for the nine months ended September 27, 2020. We recorded $2.1 million of tax expense related to the sale during the nine months ended September 27, 2020. We also recorded $2.7 million of transaction expenses, which were expensed as incurred and included within “sales, general and administrative expenses” in our condensed consolidated statement of operations for the nine months ended September 27, 2020. The assets and liabilities of our O&M business that were sold in the transaction are summarized below: (In thousands) Accounts receivable $ 5,693 Contract assets, current portion 3,239 Prepaid expenses, other current assets, and cash 4,786 Other long-term assets 634 Total assets 14,352 Accounts payable 3,434 Contract liabilities, current portion 4,204 Other current liabilities 808 Other long-term liabilities 2,245 Total liabilities 10,691 Net assets $ 3,661 Net proceeds received were as follows: (In thousands) Purchase price $ 36,300 Holdback receivables, including contracts not novated (15,000) Working capital adjustment, upon close (5,324) Net proceeds received $ 15,976 Net gain on sale for the nine months ended September 27, 2020 was as follows: (In thousands) Nine Months Ended September 27, 2020 Net proceeds received $ 15,976 Estimated receivable from amount held back for retained obligations 7,199 Liabilities for loss-making contracts retained (6,026) Book value of net assets sold (3,661) Working capital adjustment, post close (3,030) Net gain on sale $ 10,458 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 27, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Accounts Receivable, Net As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable, gross 1 $ 112,025 $ 145,392 Less: allowance for credit losses (16,986) (17,208) Less: allowance for sales returns (283) (306) Accounts receivable, net $ 94,756 $ 127,878 1 There is a lien on our accounts receivable of $58.1 million of our consolidated accounts receivable, gross, as of September 27, 2020 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 12. Debt and Credit Sources. Allowance for Credit Losses Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Balance at beginning of period $ 19,485 $ 17,697 $ 17,208 $ 12,656 Provision for credit losses (2,568) (118) 998 1,361 Charge offs, net of recoveries 69 647 (1,220) 4,209 Balance at end of period $ 16,986 $ 18,226 $ 16,986 $ 18,226 Inventories As of (In thousands) September 27, 2020 December 29, 2019 Raw materials 1 $ 31,351 $ 36,072 Work-in-process 1 791 948 Finished goods and components 145,997 126,385 Inventories 2 3 $ 178,139 $ 163,405 1 Pertains to inventory at our U.S. manufacturing facilities in Hillsboro, Oregon that was retained by the Company post-spin and other components including micro-inverters and installation materials. 2 A lien of $127.4 million exists on our gross inventory as of September 27, 2020 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 12. Debt and Credit Sources. 3 Refer to long-term inventory for the safe harbor program under the caption "Other long-term assets." Prepaid Expenses and Other Current Assets As of (In thousands) September 27, 2020 December 29, 2019 Deferred project costs $ 21,812 $ 29,202 VAT receivables, current portion 993 2,989 Deferred costs for solar power systems 23,401 29,631 Other receivables 33,148 17,185 Prepaid taxes 198 462 Other 16,695 7,286 Prepaid expenses and other current assets $ 96,247 $ 86,755 Property, Plant and Equipment, Net As of (In thousands) September 27, 2020 December 29, 2019 Manufacturing equipment $ 17,192 $ 17,080 Leasehold improvements 29,385 22,237 Solar power systems 30,895 29,192 Computer equipment 57,436 62,292 Furniture and fixtures 7,909 8,043 Construction-in-process 2,499 4,506 Property, plant and equipment, gross 145,316 143,350 Less: accumulated depreciation (94,919) (87,490) Property, plant and equipment, net 50,397 55,860 Property, Plant and Equipment, Net, by Geography As of (In thousands) September 27, 2020 December 29, 2019 United States $ 49,474 $ 54,923 Philippines 294 323 Other 629 614 Property, plant and equipment, net, by geography 1 $ 50,397 $ 55,860 1 Based on the physical location of the assets. Other Long-term Assets As of (In thousands) September 27, 2020 December 29, 2019 Equity investments with readily determinable fair value $ 331,293 $ 173,908 Equity investments without readily determinable fair value 801 801 Equity investments with fair value option 9,924 17,500 Long-term inventory 1 42,582 48,214 Other 38,597 37,382 Other long-term assets $ 423,197 $ 277,805 1 Entire balance consists of finished goods under the safe harbor program. Refer to Note 11. Equity Investments for details. Accrued Liabilities As of (In thousands) September 27, 2020 December 29, 2019 Employee compensation and employee benefits $ 15,865 $ 28,354 Interest payable 7,713 10,161 Short-term warranty reserves 40,505 20,868 Restructuring reserve 3,806 6,085 Legal expenses 12,244 7,846 Taxes payable 25,314 18,365 Other 23,200 24,597 Accrued liabilities $ 128,647 $ 116,276 Other Long-term Liabilities As of (In thousands) September 27, 2020 December 29, 2019 Deferred revenue 1 $ 37,458 $ 40,246 Long-term warranty reserves 47,889 80,512 Unrecognized tax benefits 8,181 7,218 Long-term pension liability 4,440 2,894 Derivative financial instruments 633 373 Other 39,380 26,531 Other long-term liabilities $ 137,981 $ 157,774 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. Accumulated Other Comprehensive Loss As of (In thousands) September 27, 2020 December 29, 2019 Cumulative translation adjustment $ 9,604 $ (12,250) Net unrealized loss on derivative financial instruments — (1,238) Net gain on long-term pension liability obligation (1,529) 3,976 Deferred taxes (5) — Accumulated other comprehensive gain (loss) $ 8,070 $ (9,512) |
Solar Services
Solar Services | 9 Months Ended |
Sep. 27, 2020 | |
Leases [Abstract] | |
Solar Services | SOLAR SERVICESUpon adoption of ASC 842 on December 31, 2018, all arrangements under our residential lease program entered into on or after December 31, 2018 are accounted for as contracts with customers in accordance with ASC 606. The disclosure below relates to the residential lease arrangements entered into before December 31, 2018, which we continue to retain and are accounted for in accordance with the superseded lease accounting guidance. Operating Leases The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on our condensed consolidated balance sheets as of September 27, 2020 and December 29, 2019: As of (In thousands) September 27, 2020 December 29, 2019 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 115,775 $ 116,948 115,775 116,948 Less: accumulated depreciation and impairment 2 (64,596) (62,610) Solar power systems leased, net $ 51,179 $ 54,338 1 Solar power systems leased, net, are physically located exclusively in the United States. 2 For the three and nine months ended September 29, 2019, we recognized a non-cash impairment charge of $0.0 million and $4.0 million, respectively on solar power systems leased. No impairment charges were recorded for the three and nine months ended September 27, 2020. The following table presents our minimum future rental receipts on operating leases placed in service as of September 27, 2020 : (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 30 $ 65 $ 66 $ 66 $ 66 $ 959 $ 1,252 1 Does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. Sale of residential lease assets On July 10, 2018, we created SunStrong Capital Holdings, LLC ("SunStrong") to own and operate a portion of our residential lease assets and subsequently contributed to SunStrong our controlling equity interests in a number of solar project entities that we controlled. Further, on November 5, 2018, we entered into a Purchase and Sale agreement ("PSA") with HA SunStrong Capital LLC ("HA SunStrong Parent"), a subsidiary of Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("Hannon Armstrong"), to sell 49.0% of the membership interests in SunStrong for cash proceeds of $10 million. On September 27, 2019, we sold the majority of our remaining residential lease assets. These residential lease assets were sold under a new assignment of interest agreement entered into with SunStrong. SunStrong also assumed debts related to the residential lease assets sold. Refer to our annual consolidated financial statements in Annual Report on Form 10-K for fiscal years ended December 29, 2019 and December 30, 2018 for details of these transactions. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement (observable inputs are the preferred basis of valuation): • 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis We measure certain assets and liabilities at fair value on a recurring basis. There were no transfers between fair value measurement levels during any presented period. The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of September 27, 2020 and December 29, 2019: September 27, 2020 December 29, 2019 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Other long-term assets: Equity investments with fair value option ("FVO") 9,924 9,924 — — 17,500 17,500 — — Equity investments with readily determinable fair value 331,293 — — 331,293 173,908 — — 173,908 Total assets $ 341,217 $ 9,924 $ — $ 331,293 $ 191,408 $ 17,500 $ — $ 173,908 Liabilities Other long-term liabilities: Interest rate swap contracts 633 — 633 — 373 — 373 — Total liabilities $ 633 $ — $ 633 $ — $ 373 $ — $ 373 $ — Equity investments with fair value option ("FVO") We have elected the fair value option in accordance with the guidance in ASC 825, Financial Instruments , for our investment in the SunStrong joint venture and SunStrong Partners, LLC ("SunStrong Partners"), to mitigate volatility in reported earnings that results from the use of different measurement attributes (see Note 11). We initially computed the fair value for our investments consistent with the methodology and assumptions that market participants would use in their estimates of fair value with the assistance of a third-party valuation specialist. The fair value computation is updated on a quarterly basis. The investments are classified within Level 3 in the fair value hierarchy because we estimate the fair value of the investments using the income approach based on the discounted cash flow method which considered estimated future financial performance, including assumptions for, among others, forecasted contractual lease income, lease expenses, residual value of these lease assets and long-term discount rates, and forecasted default rates over the lease term and discount rates, some of which require significant judgment by management and are not based on observable inputs. The following table summarizes movements in equity investments for the nine months ended September 27, 2020. There were no internal movements to or from Level 3 from Level 1 or Level 2 for the nine months ended September 27, 2020. (In thousands) Beginning balance as of December 29, 2019 Equity Distribution 1 Additional Investment 2 Ending balance as of September 27, 2020 Equity investments with FVO $17,500 $(7,724) $148 $9,924 1 During the second quarter of fiscal 2020, we received a total of $7.7 million in cash proceeds. Proceeds of $7.2 million were received from SunStrong Partners and proceeds of $0.5 million were received from SunStrong. The distribution was approved by the SunStrong Board of Directors on June 24, 2020. The distribution reduced our equity investment balance in SunStrong Partners and SunStrong classified in "other long-term assets" on our condensed consolidated balance sheet. 2 During the three months ended September 27, 2020 , we contributed a total of $0.1 million additional capital to purchase Class B member units in Ultralight 2 HoldCo, LLC. Level 3 significant unobservable inputs sensitivity The following table summarizes the significant unobservable inputs used in Level 3 valuation of our investments carried at fair value as of September 27, 2020. Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments. 2020 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 9,924 Discounted cash flows Discount rate 12.5%-13% 1 7.5% - 7.75% 1 Total assets $ 9,924 1 The primary unobservable inputs used in the fair value measurement of our equity investments, when using a discounted cash flow model, are the discount rate and residual value. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. We estimate the discount rate based on our projected cost of equity. We estimate the residual value based on the contracted systems in place in the years being projected. Significant increases (decreases) in the residual value in isolation would result in a significantly higher (lower) fair value measurement. Equity investments with readily determinable fair value In connection with the divestment of our microinverter business to Enphase Energy, Inc. ("Enphase") on August 9, 2018, we received 7.5 million shares of Enphase common stock (NASDAQ: ENPH). The common stock received was recorded as an equity investment with readily determinable fair value (Level 1), with changes in fair value recognized in net income in accordance with ASU 2016-01 Recognition and Measurement of Financial Assets and Liabilities . For the three and nine months ended September 27, 2020, we recorded gains of $155.4 million and $274.4 million, respectively, within "other, net" in our condensed consolidated statement of operations as compared to $28.5 million and $129.0 million in the three and nine months ended September 29, 2019. During fiscal 2019, we sold one million shares of Enphase common stock in open market transactions. During the three and nine months ended September 27, 2020, we sold an additional one million and two million shares of Enphase common stock, respectively, in open market transactions for cash proceeds of $73.3 million and $117.0 million, respectively. As of September 27, 2020, we retained 4.5 million shares of Enphase common stock. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We measure certain investments and non-financial assets (including property, plant and equipment, and other intangible assets) at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such asset is impaired below its recorded cost. As of September 27, 2020 and December 29, 2019, there were no material items recorded at fair value. Equity investments without readily determinable fair value |
Restructuring
Restructuring | 9 Months Ended |
Sep. 27, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING December 2019 Restructuring Plan During the fourth quarter of fiscal 2019, we adopted a restructuring plan to realign and optimize workforce requirements in light of recent changes to our business, including the previously announced planned Spin-Off of Maxeon Solar. In connection with the restructuring plan, which includes actions implemented in the fourth quarter of 2019 and is expected to be substantially completed by the end of 2022, we expect between 145 and 160 non-manufacturing employees, representing approximately 3% of our global workforce, to exit over a period of approximately 12 to 18 months. Between 65 and 70 of these employees in the legacy SunPower Technologies business unit and corporate have largely been informed, most of whom exited our company following the Spin-Off, and the remainder of which will exit upon completion of transition services. As the legacy SunPower Energy Services business unit refines its focus on distributed generation, storage, and energy services, 80 to 90 employees exited during the fourth fiscal quarter of 2019 and the first half of 2020. We expected to incur restructuring charges totaling approximately $16 million to $22 million, consisting primarily of severance benefits (between $8 million and $11 million) and retention benefits (between $8 million and $11 million) primarily associated with the retention of employees impacted by the Spin-Off transaction and certain key research and development employees. A substantial portion of such charges was incurred in the fourth quarter of fiscal 2019 and expected to be incurred throughout fiscal 2020, and we expect between $14 million and $19 million of the charges to be cash. As of September 27, 2020, we have incurred cumulative costs of approximately $10.2 million in restructuring charges. February 2018 Restructuring Plan During the first quarter of fiscal 2018, we adopted a restructuring plan and began implementing initiatives to reduce operating expenses and cost of revenue overhead in light of the known shorter-term impact of U.S. tariffs imposed on PV solar cells and modules pursuant to Section 201 of the Trade Act of 1974 and our broader initiatives to control costs and improve cash flow. In connection with the plan, we expected between 150 and 250 non-manufacturing employees to be affected, representing approximately 3% of our global workforce, with a portion of those employees exiting from us as part of a voluntary departure program. The changes to our workforce varied by country, based on local legal requirements and consultations with employee works councils and other employee representatives, as appropriate. We expected to incur restructuring charges totaling between $20 million to $30 million, consisting primarily of severance benefits (between $11 million and $16 million) and real estate lease termination and other associated costs (between $9 million and $14 million). We expected between $12 million and $20 million of the charges to be paid in cash. This restructuring plan is substantially complete, and any remaining costs to be incurred are not expected to be material. Legacy Restructuring Plans Prior to fiscal 2018, we implemented approved restructuring plans, related to all segments, to reduce costs and focus on improving cash flow, to realign our legacy power plant business unit, to align with changes in the global solar market, as well as actions to accelerate operating cost reduction and improve overall operating efficiency. These restructuring activities were substantially complete as of December 30, 2018, and any remaining costs to be incurred are not expected to be material. The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Cumulative To Date December 2019 Restructuring Plan: Severance and benefit charges $ (104) $ — $ 2,784 $ — $ 10,139 Other costs 1 — — — — 41 Total December 2019 Restructuring Plan (104) — 2,784 — 10,180 February 2018 Restructuring Plan: Non-cash asset impairment charges — 3,527 — 5,874 5,874 Severance and benefit credits — (12) — (46) 6,210 Lease and related termination credits — 213 (26) 213 528 Other costs (credits) 1 7 490 45 581 1,000 Total February 2018 Restructuring Plan 7 4,218 19 6,622 $ 13,612 Legacy Restructuring Plan: Legacy restructuring plan charges (credits) — 34 (65) 4 55,064 Total restructuring charges (credits) $ (97) $ 4,252 $ 2,738 $ 6,626 $ 78,856 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. The following table summarizes the restructuring reserve activities during the nine months ended September 27, 2020: Nine Months Ended (In thousands) December 29, 2019 Charges (Benefits) (Payments) Recoveries September 27, 2020 December 2019 Restructuring Plan: Severance and benefits $ 5,822 $ 2,784 $ (5,000) $ 3,606 Total December 2019 Restructuring Plan 5,822 2,784 (5,000) 3,606 February 2018 Restructuring Plan: Severance and benefits 76 — (6) 70 Lease and related termination costs — (26) 26 — Other costs 1 — 45 (45) — Total February 2018 Restructuring Plan 76 19 (25) 70 Legacy Restructuring Plans 187 (65) 8 130 Total restructuring reserve activities $ 6,085 $ 2,738 $ (5,017) $ 3,806 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Facility and Equipment Leases We lease certain facilities under non-cancellable operating leases from third parties. We also lease certain buildings under non-cancellable capital leases. Operating leases are subject to renewal options for periods ranging from (1 year to 10 years). We have disclosed quantitative information related to the lease contracts we have entered into as a lessee by aggregating the information based on the nature of asset such that the assets of similar characteristics and lease terms are shown within one single financial statement line item. The table below presents the summarized quantitative information with regard to lease contracts we have entered into: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Operating leases: Operating lease expense $ 3,524 $ 2,700 $ 10,458 $ 7,890 Sublease income (expense) (111) (20) (166) (330) Rent expense $ 3,413 $ 2,680 $ 10,292 $ 7,560 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 1 $ 7,117 $ 2,849 $ 14,314 $ 11,411 Right-of-use assets obtained in exchange for leases 1,2 $ 8,362 $ 8,939 $ 21,786 $ 103,744 Weighted-average remaining lease term (in years) - operating leases 7.5 7.0 7.5 7.0 Weighted-average discount rate - operating leases 9 % 9 % 9 % 9 % 1 Amounts for the three months and nine months ended September 27, 2020 and September 29, 2019 include consolidated balances, including discontinued operations. 2 Amounts for the three months and nine months ended September 29, 2019 include the transition adjustment for the adoption of ASC 842. The future minimum lease payments to be paid under non-cancellable leases in effect at September 27, 2020, are as follows (in thousands): As of September 27, 2020 Operating Leases 2020 (remaining three months) $ 3,450 2021 14,712 2022 14,217 2023 11,217 2024 7,675 Thereafter 26,937 Total lease payments 78,208 Less: imputed interest (24,114) Total $ 54,094 As of September 27, 2020, we have additional operating leases that have not yet commenced with future minimum lease payments amounting t o $24.2 million as of quarter ending September 27, 2020. These operating leases will have a lease term of 17 years after their commencement. Purchase Commitments In connection with the Spin-Off on August 26, 2020, we entered into a Supply Agreement with Maxeon Solar to purchase photovoltaic modules for a period of two years. Under the Supply Agreement, SunPower is required to purchase certain minimum volumes of products during each calendar quarter of the term based on a fixed purchase price. SunPower will be subject to penalties for failing to purchase the minimum product volumes. Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f September 27, 2020 are as follows: (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total 1 Future purchase obligations $ 155,486 $ 205,998 $ 94,686 $ 33,148 $ 1,710 $ 6,082 $ 497,110 1c Total future purchase obligations were composed of $47.9 million related to non-cancellable purchase orders and $449.2 million related to long-term supply agreements. Note that the future purchase obligations immediately above primarily consist of commitments to purchase photovoltaic modules from Maxeon Solar as well as commitments to purchase Module-Level Power Electronics ("MLPE") supplied by one vendor. The terms of all our long-term supply agreements are reviewed annually by us and we assess the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices, forfeiture of advanced deposits and liquidated damages, as necessary. Product Warranties The following table summarizes accrued warranty activities for the three months and nine months ended September 27, 2020 and September 29, 2019: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Balance at the beginning of the period $ 92,400 $ 108,025 $ 101,381 $ 121,512 Accruals for warranties issued during the period 4,996 1,742 14,068 12,707 Settlements and adjustments during the period (9,002) (11,944) (27,055) (36,396) Balance at the end of the period $ 88,394 $ 97,823 $ 88,394 $ 97,823 The warranty provision represents the warranty retained by SunPower, and excludes warranties of $38.4 million relating to product manufacturing defects and workmanship that were assumed by Maxeon Solar in connection with the Spin-Off on August 26, 2020 in accordance with the separation and distribution agreement In some cases, we may offer customers the option to purchase extended warranties to ensure protection beyond the standard warranty period. In those circumstances, the warranty is considered a distinct service and we account for the extended warranty as a performance obligation and allocate a portion of the transaction price to that performance obligation. More frequently, customers do not purchase a warranty separately. In those situations, we account for the warranty as an assurance-type warranty, which provides customers with assurance that the product complies with agreed-upon specifications, and this does not represent a separate performance obligation. Such warranties are recorded separately as liabilities and presented within "accrued liabilities" and "other long-term liabilities" on our condensed consolidated balance sheets (see Note 5. Balance Sheet Components ). Project Agreements with Customers Project agreements entered into with our commercial and power plant customers often require us to undertake obligations including: (i) system output performance warranties, (ii) penalty payments or customer termination rights if the system we are constructing is not commissioned within specified time frames or other milestones are not achieved, and (iii) system put-rights whereby we could be required to buy back a customer's system at fair value on specified future dates if certain minimum performance thresholds are not met for specified periods. Historically, our systems have performed significantly above their performance warranty thresholds, and there have been no cases in which we have had to buy back a system. As of September 27, 2020 and December 29, 2019, we had $7.7 million and $7.5 million, respectively, classified as "accrued liabilities," and $0.6 million and $2.8 million, respectively, classified as "other long-term liabilities" on our condensed consolidated balance sheets for such obligations. Liabilities Associated with Uncertain Tax Positions Total liabilities associated with uncertain tax positions were $8.2 million and $7.2 million as of September 27, 2020 and December 29, 2019, respectively. These amounts are included within "other long-term liabilities" on our condensed consolidated balance sheets in their respective periods as they are not expected to be paid within the next 12 months. Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement, if any, would be made for our liabilities associated with uncertain tax positions in Other long-term liabilities. Indemnifications We are a party to a variety of agreements under which we may be obligated to indemnify the counterparty with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters as title to assets sold, negligent acts, damage to property, validity of certain intellectual property rights, non-infringement of third-party rights, and certain tax related matters including indemnification to customers under Section 48(c) of the Internal Revenue Code of 1986, as amended, regarding solar commercial investment tax credits ("ITCs") and U.S. Treasury Department ("U.S. Treasury") cash grant payments under Section 1603 of the American Recovery and Reinvestment Act (each a "Cash Grant"). Further, in connection with our sale of residential lease assets in fiscal 2018 to SunStrong, we provide Hannon Armstrong indemnification related to cash flow losses arising from a recapture of California property taxes on account of a change in ownership, recapture of federal tax attributes and cash flow losses from leases that do not generate the promised savings to homeowners. The maximum exposure to loss arising from the indemnification for SunStrong is limited to the consideration received for the solar power systems. In each of these circumstances, payment by us is typically subject to the other party making a claim to us that is contemplated by and valid under the indemnification provisions of the particular contract, which provisions are typically contract-specific, as well as bringing the claim under the procedures specified in the particular contract. These procedures usually allow us to challenge the other party's claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of activity (typically to replace or correct the products or terminate the agreement with a refund to the other party), duration or amount. In some instances, we may have recourse against third parties or insurance covering certain payments made by us. In certain circumstances, we have provided indemnification to customers and investors under which we are contractually obligated to compensate these parties for losses they may suffer as a result of reductions in benefits received under ITCs and U.S. Treasury Cash Grant programs. We apply for ITCs and Cash Grant incentives based on guidance provided by the Internal Revenue Service ("IRS") and the U.S. Treasury, which include assumptions regarding the fair value of the qualified solar power systems, among others. Certain of our development agreements, sale-leaseback arrangements, and financing arrangements with tax equity investors, incorporate assumptions regarding the future level of incentives to be received, which in some instances may be claimed directly by our customers and investors. Generally, such obligations would arise as a result of reductions to the value of the underlying solar power systems as assessed by the IRS. At each balance sheet date, we assess and recognize, when applicable, the potential exposure from these obligations based on all the information available at that time, including any audits undertaken by the IRS. The maximum potential future payments that we could have to make under this obligation would depend on the difference between the eligible basis claimed on the tax filing for the solar energy systems sold or transferred to indemnified parties and the values that the IRS may re-determine as the eligible basis for the systems for purposes of claiming ITCs or Cash Grants. We use the eligible basis for tax filing purposes determined with the assistance of independent third-party appraisals to determine the ITCs that are passed-through to and claimed by the indemnified parties. We continue to retain certain indemnities, specifically, around ITCs and Cash Grants and California property taxes, even after the underlying portfolio of assets is sold to a third party. For contracts that have such indemnification provisions, we recognize a liability under ASC 460, "Guarantees," for the estimated premium that would be required by a guarantor to issue the same guarantee in a standalone arm’s-length transaction with an unrelated party. We recognize such liabilities at the greater of the fair value of the indemnity or the contingent liability required to be recognized under ASC 450, "Contingencies." We initially estimate the fair value of any such indemnities provided based on the cost of insurance policies that cover the underlying risks being indemnified and may purchase such policies to mitigate our exposure to potential indemnification payments. After an indemnification liability is recorded, we derecognize such amount typically upon expiration or settlement of the arrangement. As of September 27, 2020, and December 29, 2019, our provision was $10.5 million and $8.3 million primarily for tax related indemnifications. SunPower is party to various supply agreements (collectively, the “Hemlock Agreements”) with Hemlock Semiconductor Operations LLC (f/k/a Hemlock Semiconductor Corporation) and its affiliate, Hemlock Semiconductor, LLC for the procurement of polysilicon. In connection with the Spin-Off, SunPower and Maxeon Solar entered into an agreement (the “Back-to-Back Agreement”) pursuant to which Maxeon Solar will effectively receive SunPower’s rights under the Hemlock Agreements (including SunPower’s deposits and advanced payments thereunder) and, in return, Maxeon Solar will agree to perform all of SunPower’s existing and future obligations under the Hemlock Agreements (including all take-or-pay obligations). While, as we remain a party to the Hemlock Agreements, we may contractually be liable to the vendor in case of non-payment by Maxeon Solar, we do not believe we have any current or future net exposure under the Hemlock Agreements as of the end of quarter ended September 27, 2020. Maxeon Solar's remaining obligations under this contract amounts to $25.8 million, 116.6 million and $125.8 million, for remainder of 2020, fiscal 2021 and fiscal 2022, respectively. Pursuant to the Separation and Distribution Agreement, we also agreed to indemnify Maxeon Solar for any liabilities arising out of certain existing litigation relating to businesses contributed to Maxeon Solar in connection with the Spin-Off. We expect to be actively involved in managing this litigation together with Maxeon Solar. The indemnity qualifies for the criteria for accounting under the guidance in ASC 460 and we have recorded the liability of litigation of $1.8 million equal to the fair value of the guarantee provided as of the period ended September 27, 2020. Legal Matters We are a party to various litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of such matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations. |
Equity Investments
Equity Investments | 9 Months Ended |
Sep. 27, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | EQUITY INVESTMENTS Our equity investments consist of equity investments with readily determinable fair value, investments without readily determinable fair value, equity investments accounted for using the fair value option, and equity method investments. Our share of earnings (losses) from equity investments accounted for under the equity method is reflected as "Equity in earnings (losses) of unconsolidated investees" in our condensed consolidated statements of operations. Mark-to-market gains and losses on equity investments are reflected as "other, net" under other income (expense), net in our condensed consolidated statements of operations. The carrying value of our equity investments, classified as "other long-term assets" on our condensed consolidated balance sheets, are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 331,293 $ 173,908 Total equity investments with readily determinable fair value 331,293 173,908 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 679 679 Total equity investments without readily determinable fair value 801 801 Equity investments with fair value option: SunStrong Capital Holdings, LLC 1 2 7,645 8,000 SunStrong Partners, LLC 1 2 2,279 9,500 Total equity investment with fair value option 9,924 17,500 Total equity investments $ 342,018 $ 192,209 1 During the second quarter of fiscal 2020, we received a total of $7.7 million in cash proceeds relating to the SunStrong joint venture. Proceeds of $7.2 million were received from SunStrong Partners and proceeds of $0.5 million were received from SunStrong. The distribution was approved by the SunStrong Board of Directors on June 24, 2020. The distribution reduced our equity investment balance in SunStrong Partners and SunStrong classified in "other long-term assets" on our condensed consolidated balance sheet. 2 During the three months ended September 27, 2020 , we contributed a total of $0.1 million additional capital to purchase Class B member units in Ultralight 2 HoldCo, LLC. Variable Interest Entities ("VIEs") A VIE is an entity that has either (i) insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, Consolidation , an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its condensed consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • The power to direct the activities that most significantly impact the economic performance of the VIE; and • The right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. We follow guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct activities that most significantly impact the investees' economic performance, including powers granted to the investees' governing board and, to a certain extent, a company's economic interest in the investee. We analyze our investments in VIEs and classify them as either: • A VIE that must be consolidated because we are the primary beneficiary or the investee is not a VIE and we hold the majority voting interest with no significant participative rights available to the other partners; or • A VIE that does not require consolidation because we are not the primary beneficiary or the investee is not a VIE and we do not hold the majority voting interest. As part of the above analysis, if it is determined that we have the power to direct the activities that most significantly impact the investees' economic performance, we consider whether or not we have the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Unconsolidated VIEs On November 5, 2018, we sold a portion of our interest in certain entities that have historically held the assets and liabilities comprising our residential lease business to an affiliate of Hannon Armstrong. The residential lease assets are held in SunStrong which owns and operates those assets. The SunStrong partnership is planned to scale as new residential lease assets are contributed to the partnership. In furtherance of our long-term strategic goals, in June 2019, we entered into a joint venture with Hannon Armstrong and SunStrong to form SunStrong Partners, a jointly owned entity formed to own, operate, and control residential lease assets. Bank of America Merrill Lynch ("BAML") provided cash equity and a multi-draw term loan, with additional equity provided by us, Hannon Armstrong, and SunStrong. In June 2019, we made a $9.5 million equity investment in SunStrong Partners, in exchange for a 47.5% equity ownership. Further, in June 2019, we entered into a joint venture with Hannon Armstrong and SunStrong to form 8point3 Solar Investco 3 Holdings, LLC ("8point3 Holdings"), a jointly owned entity to own, operate and control a separate portfolio of existing residential lease assets, that was purchased from Capital Dynamics. Hannon Armstrong provided all of the necessary initial capital contribution to 8point3 Holdings that was used to purchase this portfolio and Hanon Armstrong owns 45.1% of the equity in 8point3 Holdings. In connection with the formation of this joint venture, we received a 44.9% of the equity interest for a minimal value. SunStrong owns the remaining 10% of the equity in 8point3 Holdings. With respect to our interest in the SunStrong and SunStrong Partners, we have offered certain substantive, non-standard indemnities to the investees or third party tax equity investors, related to cash flow losses arising from a recapture of California property taxes on account of a change in ownership, recapture of federal tax attributes, and any cash flow losses from leases that do not generate the promised savings to homeowners or tax equity investors. The maximum exposure to loss arising from the indemnification for SunStrong is limited to the consideration received for the solar power systems. The maximum exposure to loss arising from the indemnification for SunStrong Partners is limited to $250 million. Our retention of these indemnification obligations may require us to absorb losses that are not proportionate with our equity interests. As such, we determined that the investees are variable interest entities. Based on the assessment of the required criteria for consolidation, we determined that we do not have the power to unilaterally make decisions that affect the performance of these investees. Under the respective operating and governance agreements, we and Hannon Armstrong are given equal governing rights and all major decisions, including among others, approving or modifying the budget, terminating service providers, incurring indebtedness, refinancing any existing loans, declaring distributions, commencing or settling any claims. Therefore, we concluded that these investees are under joint control and we are not the primary beneficiary of these investees. During the second quarter of fiscal 2020, we received a total of $7.7 million in cash proceeds. Proceeds of $7.2 million were received from SunStrong Partners and proceeds of $0.5 million were received from SunStrong. The distribution was in accordance with the original investment agreements for SunStrong Partners upon closing of the tax equity fund and was approved by the SunStrong Board of Directors on June 24, 2020. The distribution reduced our equity investment balance in SunStrong Partners and SunStrong classified in "other long-term assets" on our condensed consolidated balance sheet. In September 2020, we established a new residential lease fund (“Ultralight 2”) for solar and storage systems. The fund was established under SunStrong Partners, our existing joint venture with Hannon Armstrong to form a new cash equity limited liability corporation. The new fund met the criteria for reassessment of SunStrong Partners under the VIE model. Based on the reassessment performed, the new fund did not change our prior conclusion that we are not the primary beneficiary of SunStrong Partners, and therefore, do not consolidate it in our condensed consolidated financial statements. We recorded an additional $0.1 million investment to establish Ultralight 2. In addition, we also recorded a $9.2 million receivable and $5.4 million customer advance recorded in "Prepaid expenses and other current assets" on our condensed consolidated balance sheet. We have elected the FVO in accordance with the guidance in ASC 825, Financial Instruments , for our investments in SunStrong, SunStrong Partners, and 8point3 Holdings. Refer to Note 8. Fair Value Measurements . Summarized Financial Information of Unconsolidated VIEs The following table presents summarized financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Summarized statements of operations information: Revenue $ 31,299 $ 23,288 $ 90,056 $ 46,450 Gross income (loss) 1,057 (11,189) (5,839) (12,398) Net income (loss) 13,596 (9,162) 35,019 (5,906) As of (In thousands) September 27, 2020 December 29, 2019 Summarized balance sheet information: Current assets $ 89,684 $ 225,576 Long-term assets 1,325,344 1,049,451 Current liabilities 48,280 125,601 Long-term liabilities 1,085,962 847,365 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. Consolidated VIEs Our sale of solar power systems to residential and commercial customers in the United States are eligible for ITC. Under the current law, the ITC was reduced from approximately 30% of the cost of the solar power systems to approximately 26% for solar power systems placed into service after December 31, 2019, and then will be further reduced to approximately 22% for solar power systems placed into service after December 31, 2020, before being reduced permanently to 10% for commercial projects and 0% for residential projects. IRS guidance on the current law provides for the ability to obtain a safe harbor with respect to the ITC on qualifying solar power systems, allowing preservation of the current ITC rates for projects that are completed after the scheduled reduction in rates assuming other required criteria as prescribed by the IRS are met. In September 2019, we entered into the Solar Sail LLC ("Solar Sail") and Solar Sail Commercial Holdings, LLC ("Solar Sail Commercial") joint ventures with Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“Hannon Armstrong”), to finance the purchase of 200 MWs of panel inventory in accordance with IRS safe harbor guidance, to preserve the 30% federal ITC for third-party owned commercial and residential systems. The companies expect to increase the volume in later years, for which Hannon Armstrong has extended a secured financing of up to $112.6 million as of September 27, 2020 (Refer to Note 12, Debt and Credit Sources for other terms and conditions of this facility). The portion of the value of the safe harbored panels was funded by equity contributions in the joint venture of $6.0 million each by SunPower and Hannon Armstrong. Based on the relevant accounting guidance summarized above, we determined that Solar Sail and Solar Sail Commercial are VIEs and after performing the assessment of required criteria for consolidation, we determined that we are the primary beneficiary of Solar Sail and Solar Sail Commercial as we have power to direct the activities that significantly impact the entity’s economic performance and we have exposure to significant profits or losses, and as such, we consolidate both of these entities. Total revenue of the consolidated investees was $4.7 million and $8.1 million for the three and nine months ended September 27, 2020 , respectively. The assets of our consolidated investees are restricted for use only by the particular investee and are not available for our general operations. As of September 27, 2020, we had $121.4 million of assets from the consolidated investees. Related-Party Transactions with Investees Related-party transactions with investees are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 14,284 $ 23,900 Accrued liabilities — 7,540 Contract liabilities $ 27,938 $ 29,599 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenues and fees received from investees for products/services 47,378 38,963 146,570 60,369 |
Debt and Credit Sources
Debt and Credit Sources | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our condensed consolidated balance sheets: September 27, 2020 December 29, 2019 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ 301,583 $ 301,258 $ — $ 301,258 $ 400,000 $ — $ 399,058 $ 399,058 4.00% debentures due 2023 425,000 — 422,132 422,132 425,000 — 421,201 421,201 CEDA loan 30,000 — 29,200 29,200 30,000 — 29,141 29,141 Non-recourse financing and other debt 138,190 96,625 39,186 135,811 131,244 44,473 83,199 127,672 $ 894,773 $ 397,883 $ 490,518 $ 888,401 $ 986,244 $ 44,473 $ 932,599 $ 977,072 As of September 27, 2020, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total Aggregate future maturities of outstanding debt $ 39,867 $ 377,774 $ 17,395 $ 425,733 $ 774 $ 33,230 $ 894,773 Convertible Debt The following table summarizes our outstanding convertible debt: September 27, 2020 December 29, 2019 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ 301,258 $ 301,583 $ 296,794 $ 399,058 $ 400,000 $ 371,040 4.00% debentures due 2023 422,132 425,000 401,124 421,201 425,000 348,628 $ 723,390 $ 726,583 $ 697,918 $ 820,259 $ 825,000 $ 719,668 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. Our outstanding convertible debentures are senior, unsecured obligations ranking equally with all of our existing and future senior unsecured indebtedness. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due June 1, 2021. Interest is payable semi-annually, beginning on December 1, 2014. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. The 0.875% debentures due 2021 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 0.875% debentures due 2021 was 20.5071 shares of common stock per $1,000 principal amount of 0.875% senior convertible debentures (which is equivalent to an initial conversion price of approximately $48.76 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 25.1388 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $39.78 per share), which provides Total the right to acquire up to 4,865,886 shares of our common stock after giving effect to the repurchases described below. Notice of the conversion rate adjustment was delivered to Wells Fargo Bank, National Association, the trustee, in accordance with the terms of the indenture governing the 0.875% debentures due 2021. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. During the three and nine months ended September 27, 2020, we purchased $8.1 million and $98.4 million respectively, of aggregated principal amount of the 0.875% debentures due 2021 for approximately $95.1 million, net. Total held a principal amount of $56.4 million of the total convertible debt repurchased and the remaining convertible debt repurchased was held by other third-party investors. The purchases and early retirements resulted in a gain from extinguishment of debt of approximately $0.1 million and $3.1 million in the three and nine months ended September 27, 2020 respectively, which represented the difference between the book value of the convertible notes, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the convertible notes upon repurchase. The gain was recorded within “Other, net” on the condensed consolidated statement of operations. If not earlier repurchased or converted, the 0.875% debentures due 2021 mature on June 1, 2021. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by Total. Interest is payable semi-annually, beginning on July 15, 2016. The 4.00% debentures due 2023 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 4.00% debentures due 2023 was 32.7568 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $30.53 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 40.1552 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $24.90 per share), which provides Total the right to acquire up to 4,015,515 shares of our common stock. Notice of the conversion rate adjustment was delivered to Wells Fargo Bank, National Association, the trustee, in accordance with the terms of the indenture governing the 4.00% debentures due 2023. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023.. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. Other Debt and Credit Sources Financing for Safe Harbor Panels Inventory On September 27, 2019, we entered into a joint venture with Hannon Armstrong, to finance up to 200 MWs of panels inventory, preserving the 30% federal ITC for third-party owned commercial and residential systems and meeting safe harbor guidelines. The loan carries an interest rate of 7.5% per annum payable quarterly. Principal amount on the loan is expected to be repaid quarterly from the financing proceeds of the underlying projects. The ultimate maturity date for the loan is June 30, 2022. As of September 27, 2020, we have $96.8 million outstanding under this facility. During the three and nine months ended September 27, 2020, we repaid $2.6 million and $4.2 million, respectively and did not have any additional drawdowns. Loan Agreement with California Enterprise Development Authority ("CEDA") In 2010, we borrowed the proceeds of the $30.0 million aggregate principal amount of CEDA's tax-exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010 (the "Bonds") maturing April 1, 2031 under a loan agreement with CEDA. The Bonds mature on April 1, 2031, bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on us. As of September 27, 2020, the fair value of the Bonds was $30.6 million , determined by using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Revolving Credit Facility with Credit Agricole On October 29, 2019, we entered into a Green Revolving Credit Agreement (the “2019 Revolver”) with Crédit Agricole Corporate and Investment Bank (“Credit Agricole”), as lender, with a revolving credit commitment of $55.0 million. The 2019 Revolver contains affirmative covenants, events of default and repayment provisions customarily applicable to similar facilities and has a per annum commitment fee of 0.05% on the daily unutilized amount, payable quarterly. Loans under the 2019 Revolver bear either an adjusted LIBOR interest rate for the period elected for such loan or a floating interest rate of the higher of prime rate, federal funds effective rate, or LIBOR for an interest period of one month, plus an applicable margin, ranging from 0.25% to 0.60%, depending on the base interest rate applied, and each matures on the earlier of April 29, 2021, or the termination of commitments thereunder. Our payment obligations under the 2019 Revolver are guaranteed by Total SE up to the maximum aggregate principal amount of $55.0 million. In consideration of the commitments of Total SE, we are required to pay them a guaranty fee of 0.25% per annum on any amounts borrowed under the 2019 Revolver and to reimburse Total SE for any amounts paid by them under the parent guaranty. We have pledged the equity of a wholly-owned subsidiary that holds our shares of Enphase Energy, Inc. common stock to secure our reimbursement obligation under the parent guaranty. We have also agreed to limit our ability to draw funds under the 2019 Revolver to no more than 67% of the fair market value of the common stock held by our subsidiary at the time of the draw. As of both September 27, 2020 and December 29, 2019, we had no outstanding borrowings under the Revolver. September 2011 Letter of Credit Facility with Deutsche Bank and Deutsche Bank Trust Company Americas (together, "Deutsche Bank Trust") In September 2011, we entered into a letter of credit facility with Deutsche Bank Trust which provides for the issuance, upon our request, of letters of credit to support our obligations in an aggregate amount not to exceed $200.0 million. Each letter of credit issued under the facility is fully cash-collateralized and we have entered into a security agreement with Deutsche Bank Trust, granting them a security interest in a cash collateral account established for this purpose. As of September 27, 2020 and December 29, 2019, letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $2.6 million and $3.6 million , respectively, which were fully collateralized with restricted cash on the condensed consolidated balance sheets. Other Facilities Asset-Backed Loan with Bank of America On March 29, 2019, we entered in a Loan and Security Agreement with Bank of America, N.A, which provides a revolving credit facility secured by certain inventory and accounts receivable in the maximum aggregate principal amount of $60.0 million. The Loan and Security Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-backed credit facilities. The facility bears a floating interest rate of LIBOR plus an applicable margin, and matures on the earliest of March 29, 2022, if the balance of the revolver at the time is not zero, March 1, 2021 (a date that is 91 days prior to the maturity of our 0.875% debentures due 2021), or the termination of the commitments thereunder. On September 8, 2020, we signed an amendment with Bank of America, that provides that if we pay the full outstanding balance 91 days before the maturity of our convertible debt, and maintain the outstanding at zero during that period of 91 days, as well as immediately after the repayment of the 0.875% debentures due 2021, then the convert maturity does not trigger the termination of the Asset-Backed Loan. During the three and nine months ended September 27, 2020 we repaid $28.1 million and $40.4 million , respectively. During the three and nine months ended September 27, 2020, we drew an additional $25.3 million and $46.4 million , respectively. We had a balance outstanding of $25.2 million as of September 27, 2020. SunTrust Facility On June 28, 2018, we entered in a Financing Agreement with SunTrust Bank, which provides a revolving credit facility in the maximum aggregate principal amount of $75.0 million. Each loan drawn from the facility bears interest at either a base rate of federal funds rate plus an applicable margin or a floating interest rate of LIBOR plus an applicable margin, and matures no later than three years. As of both September 27, 2020 and December 29, 2019, we had $75.0 million i n borrowing capacity under this limited recourse construction financing facility. We have not drawn a ny amounts under this facility as of September 27, 2020. Non-recourse Financing and Other Debt In order to facilitate the construction, sale or ongoing operation of certain solar projects, including our residential leasing program, we regularly obtain project-level financing. These financings are secured either by the assets of the specific project being financed or by our equity in the relevant project entity and the lenders do not have recourse to our general assets for repayment of such debt obligations, and hence the financings are referred to as non-recourse. Non-recourse financing is typically in the form of loans from third-party financial institutions, but also takes other forms, including partnership flip structures, sale-leaseback arrangements, or other forms commonly used in the solar or similar industries. We may seek non-recourse financing covering solely the construction period of the solar project or may also seek financing covering part or all of the operating life of the solar project. We classify non-recourse financings on our condensed consolidated balance sheets in accordance with their terms; however, in certain circumstances, we may repay or refinance these financings prior to stated maturity dates in connection with the sale of the related project or similar such circumstances. As of September 27, 2020, we had $15.7 million outstanding under these financings. We also enter other debt arrangements to finance operations. The following presents a summary of these financing arrangements, including non-recourse debt: Aggregate Carrying Value 1 (In thousands) September 27, 2020 December 29, 2019 Balance Sheet Classification Non-Recourse Project Debt: Arizona loan 2 $ 5,742 $ 6,111 Short-term debt and Long-term debt Various construction project debt 3 $ 9,917 $ 3,004 Short-term debt 1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. 2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%. 3 In the fourth quarter of fiscal 2019 and throughout fiscal 2020, we entered into various financing agreements with Fifth Third Bank, National Association, to finance our construction projects. The amount borrowed is non-recourse in nature and cannot exceed the total costs of the project. Each draw bears interest on the unpaid amount at a per annum rate equal to LIBOR. The loan matures at the earliest of 85 days after the project is placed in service;9 months after the initial borrowing date; or the first anniversary of satisfaction of the closing conditions set forth by the Lenders, including the delivery of the signed loan agreement by the borrower. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | TRANSACTIONS WITH TOTAL AND TOTAL SE In June 2011, Total completed a cash tender offer to acquire 60% of our then outstanding shares of common stock at a price of $23.25 per share, for a total cost of approximately $1.4 billion. In December 2011, we entered into a Private Placement Agreement with Total (the "Private Placement Agreement"), under which Total purchased, and we issued and sold, 18.6 million shares of our common stock for a purchase price of $8.80 per share, thereby increasing Total's ownership to approximately 66% of our outstanding common stock as of that date. As of September 27, 2020, ownership of our outstanding common stock by Total SE and its affiliates was approximat ely 52%. Subsequent to the Spin-Off of Maxeon Solar on August 26, 2020, Total received a pro rata distribution of ordinary shares of Maxeon Solar and its percentage ownership of shares in SunPower did not change. Supply Agreements In December 2019, we sold our membership interests in certain project companies to Total Strong, LLC., a joint venture between Total and Hannon Armstrong. We recognized revenue of $6.2 million for sales to this joint venture, which is included within "Solar power systems, components, and other" on our consolidated statements of operations for fiscal 20 19. During the three months and nine months ended September 27, 2020, we recognized revenue of $34.3 million and $65.7 million, r espectively, for sales to this joint venture, that included project companies sold in the previous quarters, and continued recognition of engineering, procurement and construction ("EPC") revenue for sales in the previous quarters, which is included within "Solar power systems, components, and other" on our condensed consolidated statements of operations. Affiliation Agreement We and Total have entered into an Affiliation Agreement that governs the relationship between Total and us (the "Affiliation Agreement"). Until the expiration of a standstill period specified in the Affiliation Agreement (the "Standstill Period"), and subject to certain exceptions, Total, Total SE, and any of their respective affiliates and certain other related parties (collectively, the "Total Group") may not effect, seek, or enter into discussions with any third party regarding any transaction that would result in the Total Group beneficially owning our shares in excess of certain thresholds, or request us or our independent directors, officers or employees, to amend or waive any of the standstill restrictions applicable to the Total Group. The Standstill Period ends when Total holds less than 15% ownership of us. The Affiliation Agreement imposes certain limitations on the Total Group's ability to seek to effect a tender offer or merger to acquire 100% of our outstanding voting power and imposes certain limitations on the Total Group's ability to transfer 40% or more of our outstanding shares or voting power to a single person or group that is not a direct or indirect subsidiary of Total SE. During the Standstill Period, no member of the Total Group may, among other things, solicit proxies or become a participant in an election contest relating to the election of directors to our Board of Directors. The Affiliation Agreement provides Total with the right to maintain its percentage ownership in connection with any new securities issued by us, and Total may also purchase shares on the open market or in private transactions with disinterested stockholders, subject in each case to certain restrictions. The Affiliation Agreement also imposes certain restrictions with respect to the ability of us and our board of directors to take certain actions, including specifying certain actions that require approval by the directors other than the directors appointed by Total and other actions that require stockholder approval by Total. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due 2021. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 was initially acquired by Total. During the three and nine months ended September 27, 2020 , we purchased $8.1 million and $98.4 million respectively, in aggregated principal amount of the 0.875% debentures for approximately $95.1 million, net. Total held a principal amount of $56.4 million, of the 0.875% debentures due 2021 repurchased and the remaining debentures were held by other third-party investors. The purchases and early retirements resulted in a gain from extinguishment of debt of approximately $0.0 million and $3.1 million in the three and nine months ended September 27, 2020 respectively, which represented the difference between the book value of the 0.875% debentures due 2021, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the 0.875% debentures due 2021 upon repurchase. The gain was recorded within “Other, net” on the condensed consolidated statement of operations. Interest is payable on the 0.875% debentures due 2021 semi-annually, beginning on December 1, 2014. The 0.875% debentures due 2021 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 0.875% debentures due 2021 was 20.5071 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $48.76 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate was adjusted to 25.1388 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $39.78 per share), which provides Total the right to acquire up to 4,865,886 shares of our common stock after giving effect to the purchase described above. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. If not earlier repurchased or converted, the 0.875% debentures due 2021 mature on June 1, 2021. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% senior convertible debentures due 2023 (the "4.00% debentures due 2023"). An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 was acquired by Total. The 4.00% debentures due 2023 are convertible into shares of our common stock at any time. When issued, the initial conversion rate in respect of the 4.00% debentures due 2023 was 32.7568 shares of common stock per $1,000 principal amount of debentures (which was equivalent to an initial conversion price of approximately $30.53 per share). After giving effect to the Spin-Off, effective September 1, 2020, the conversion rate adjusted to 40.1552 shares of common stock per $1,000 principal amount of debentures (which is equivalent to a conversion price of approximately $24.90 per share), which provides Total the right to acquire up to 4,015,515 shares of our common stock. The applicable conversion rate may further adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 4.00% debentures due 2023. Joint Solar Projects with Total and its Affiliates We enter into various EPC and O&M agreements relating to solar projects, including EPC and O&M services agreements relating to projects owned or partially owned by Total and its affiliates. As of September 27, 2020, we had $44.8 million of "Contract assets" and $0.3 million of "Accounts receivable, net" on our condensed consolidated balance sheets related to projects in which Total and its affiliates have a direct or indirect material interest. During fiscal year 2018, in connection with a co-development solar project in Japan among us, Total, and an independent third party, we sold 25% of ownership interests in the co-development solar project to Total, for an immaterial amount of proceeds. We sold the remaining 25% of ownership interest to Total in the nine months ended September 29, 2019, for proceeds of $4.6 million, and recognized a gain of $2.9 million, which is included within "other, net" in our condensed consolidated statements of operations for fiscal 2019. Development service revenue of $6.4 million was also recognized during fiscal 2019. We have also agreed to supply solar panels under this arrangement with sales beginning in October 2019 and expected to occur through November 2020. We recognize revenue from these sales consistent with our revenue recognition policy from solar power components. In connection with a co-development solar project in Chile between us and Total, we sold all of our 50% of ownership interests in the co-development project to Total in fiscal 2019, for proceeds of $14.1 million, and recognized a gain of $11.0 million, which is included within "other, net" in our condensed consolidated statements of operations for fiscal 2019. Related-Party Transactions with Total and its Affiliates: The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 11. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 267 $ 3,973 1 Refer to Note 10. Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenue: Solar power systems, components, and other $ 34,465 $ 112 $ 98,244 $ 112 Cost of revenue: Solar power systems, components, and other 26,177 84 70,501 84 Other income Gain on early retirement of convertible debt 104 — 1,954 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 93 13 244 Interest expense incurred on the 0.875% debentures due 2021 384 547 1,216 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 In connection with the Spin-Off, the Company entered into certain agreements with Maxeon Solar including the Transition Services Agreement, supply agreement, and product collaboration agreement. The below table summarizes the Company’s transactions with Maxeon Solar for the three and nine months ended September 27, 2020: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 27, 2020 Purchases of photovoltaic modules (recorded in cost of revenue) $ 18,895 $ 18,895 Research and development expenses reimbursement $ 3,638 $ 3,638 Income from transition services agreement, net $ 1,889 $ 1,889 The Company had the following balances related to transactions with Maxeon Solar as of September 27, 2020: (In thousands) September 27, 2020 Prepaid and other current assets $ 16,017 Accrued liabilities $ 2,373 Accounts payable $ 18,895 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 29, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In the three months ended September 27, 2020, our income tax provision of $36.7 million on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $146.4 million was primarily due to associated domestic tax expenses arising from the taxable gain related to the Spin-Off, and foreign withholding taxes from foreign dividend distributions. Our income tax provision of $2.9 million in the three months ended September 29, 2019 on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $17.4 million was primarily due to tax expense in foreign jurisdictions that were profitable. In the nine months ended September 27, 2020, our income tax provision of $38.7 million on a profit from a continuing operations before income taxes and equity in earnings of unconsolidated investees of $223.1 million was primarily due to domestic tax expense arising from the taxable gain related to the Spin-Off, and foreign withholding taxes from foreign dividend distributions. Our income tax provision of $10.1 million in the nine months ended September 29, 2019 on a profit from continuing operations before income taxes and equity in earnings of unconsolidated investees of $136.8 million was primarily due to the projected tax expense in foreign jurisdictions that were profitable, and a net change in valuation allowance from a foreign jurisdiction. In the three and nine months ended September 27, 2020, in accordance with FASB guidance for interim reporting of income tax, we have computed our provision for income taxes based on a projected annual effective tax rate while excluding loss jurisdictions which cannot be benefited. Our projected effective tax rate is based on forecasted annualized results which may fluctuate significantly in future periods, in particular due to the uncertainty in our annual forecasts resulting from the unpredictable duration and severity of the COVID-19 pandemic on our operating results. Total liabilities associated with uncertain tax positions were $8.2 million and $7.2 million as of September 27, 2020 and December 29, 2019, respectively. There have not been any material changes to our uncertain tax position as of September 27, 2020 as compared to our uncertain tax position as of December 29, 2019. In June 2019, the U.S. Court of Appeals for the Ninth Circuit overturned the 2015 U.S. tax court decision in Altera Co v. Commissioner, regarding the inclusion of stock-based compensation costs under cost sharing agreements. SunPower previously quantified and recorded the impact of including such compensation costs, as described in the Ninth Circuit decision, of $5.8 million in the fourth quarter of fiscal 2019, as a reduction to deferred tax asset, fully offset by a reduction to valuation allowance of the same amount, without any income tax expense impact. We will reevaluate the deferred tax disclosure at the end of the fiscal year 2020. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NET INCOME (LOSS) PER SHARE We calculate basic net income (loss) per share by dividing earnings allocated to common stockholders by the basic weighted-average number of common shares outstanding for the period. Diluted weighted-average shares is computed using basic weighted-average number of common shares outstanding plus any potentially dilutive securities outstanding during the period using the treasury-stock-type method and the if-converted method, except when their effect is anti-dilutive. Potentially dilutive securities include stock options, restricted stock units, and the outstanding senior convertible debentures. ASC 260 requires that companies use income from continuing operations as a "control number" or benchmark to determine whether potential common shares are dilutive or antidilutive. When calculating discontinued operations, we used the same number of potential common shares used in computing the diluted per-share amount of income from continuing operations in computing all other reported diluted per-share amounts, even if the effect will be antidilutive compared to their respective basic per-share amounts. The following table presents the calculation of basic and diluted net income (loss) per share attributable to stockholders: Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Basic net income per share: Numerator: Net income attributable to stockholders - continuing operations $ 109,450 $ 18,644 $ 186,880 $ 159,459 Net loss attributable to stockholders - discontinued operations $ (64,824) (33,661) $ (124,307) $ (142,741) Net income attributable to stockholders 44,626 (15,017) 62,573 16,718 Denominator: Basic weighted-average common shares 170,113 142,553 169,646 142,248 Basic net income per share - continuing operations $ 0.64 $ 0.13 $ 1.10 $ 1.12 Basic net loss per share - discontinued operations $ (0.38) $ (0.24) $ (0.73) $ (1.00) Basic net income (loss) per share $ 0.26 $ (0.11) $ 0.37 $ 0.12 Diluted net income per share 1 Numerator: Net income attributable to stockholders - continuing operations $ 109,450 $ 18,644 $ 186,880 $ 159,459 Add: Interest expense on 4.00% debentures due 2023, net of tax 3,358 — 10,066 10,073 Add: Interest expense on 0.875% debentures due 2021, net of tax 467 691 1,507 2,074 Net income available to common stockholders - continuing operations $ 113,275 $ 19,335 $ 198,453 $ 171,606 Net loss available to common stockholders - discontinued operations $ (64,824) (33,661) $ (124,307) (142,741) Denominator: Basic weighted-average common shares 170,113 142,553 169,646 142,248 Effect of dilutive securities: Restricted stock units 3,560 4,827 3,354 2,488 0.875% debentures due 2021 7,785 8,203 10,056 8,203 4.00% debentures due 2023 17,068 — 17,068 13,922 Dilutive weighted-average common shares: 198,526 155,583 200,124 166,861 Dilutive net income per share - continuing operations $ 0.57 $ 0.12 $ 0.99 $ 1.03 Dilutive net loss per share - discontinued operations $ (0.33) (0.22) $ (0.62) (0.86) Dilutive net income (loss) per share $ 0.24 (0.10) $ 0.37 0.17 The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net loss per share attributable to stockholders in the following periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Restricted stock units 382 559 4,774 837 4.00% debentures due 2023 — 13,922 — — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The following table summarizes the consolidated stock-based compensation expense by line item in our condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Cost of revenue $ 968 $ 854 $ 2,154 $ 1,586 Research and development 38 343 575 979 Sales, general and administrative 3,448 3,778 10,657 11,116 Total stock-based compensation expense $ 4,454 $ 4,975 $ 13,386 $ 13,681 The following table summarizes the consolidated stock-based compensation expense by type of award: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Restricted stock units $ 4,581 $ 5,296 $ 13,087 $ 14,824 Change in stock-based compensation capitalized in inventory (127) (321) 299 (1,143) Total stock-based compensation expense $ 4,454 $ 4,975 $ 13,386 $ 13,681 In connection with the Spin-Off of Maxeon Solar and in accordance with the employee matters agreement we entered into with Maxeon Solar, we made certain adjustments to the unvested restricted stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Spin-Off. Unvested restricted stock unit awards and performance-contingent awards have been adjusted to provide holders with restricted stock units awards and performance-contingent awards in the company that employs such employee following the Spin-Off. Consequently, all outstanding restricted stock awards and stock options for employees transferred to Maxeon Solar were cancelled upon the Spin-Off. |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 27, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | SEGMENT AND GEOGRAPHICAL INFORMATIONIn the third quarter of fiscal 2020, and concurrent with the Spin-Off of the majority of our former SunPower Technologies segment, we reorganized our business into new segments to align our focus on the U.S. downstream DG market and new business model driven by financial offerings, solar energy systems storage, solutions and software services. Previously, we operated under two end-customer segments, comprised of our (i) SunPower Energy Services, and (ii) SunPower Technologies. The SunPower Energy Services segment referred to our downstream business consisting of sales of solar energy solutions to residential and commercial end-customers, and the SunPower Technologies segment referred to global manufacturing and our large-scale solar products and systems and international component sales. Under the new segmentation, Residential, Light Commercial ("RLC") refers to sales of solar energy solutions previously included in the legacy SunPower Energy Services segment, including sales to our third-party dealer network and resellers, storage solutions, cash and loan sales and long-term leases directly to end customers. The Commercial and Industrial Solutions segment ("C&I Solutions") refers to direct sales of turn-key engineering, procurement and construction ("EPC") services, and sales of energy under power purchase agreements ("PPAs"). Certain legacy businesses consisting of worldwide power plant project development and project sales which we are winding down, as well as U.S. manufacturing, are not significant to overall operations, and are deemed non-core to our other businesses and classified as "Others". Certain key cross-functional support functions and responsibilities including corporate strategy, treasury, tax and accounting support and services, among others, continue to be centrally managed within the Corporate function. Each segment is managed by a business general manager that reports to our Chief Executive Officer, as the chief operating decision maker (“CODM”), who reviews our business, manages resource allocations and measures performance of our activities between the RLC, C&I Solutions and Other segments. The CODM further views the business performance of each segment under two key sources of revenue - Dev Co and Power Co. Dev Co refers to our solar origination and installation revenue stream within each segment such as sale of solar power systems with our dealers and resellers network as well as installation and EPC revenues while Power Co refers to our post-system sale recurring services revenues, mainly from, asset management services and O&M services through our SunStrong partnership dealer services for RLC and our commercial dealer network for C&I. The risk profile each of the revenue stream is different and therefore, the segregation of Dev Co and Power Co provides the CODM with appropriate information to review business performance and allocate resources to each segment. Adjustments Made for Segment Purposes Adjustments Based on International Financial Reporting Standards (“IFRS”) Legacy utility and power plant projects We included adjustments related to the revenue recognition of certain utility and power plant projects based on percentage-of-completion accounting and, when relevant, the allocation of revenue and margin to our project development efforts at the time of initial project sale. Under IFRS, such projects are accounted for when the customer obtains control of the promised goods or services which generally results in earlier recognition of revenue and profit than U.S. GAAP. Over the life of each project, cumulative revenue and gross margin will eventually be equivalent under both U.S. GAAP and IFRS; however, revenue and gross margin will generally be recognized earlier under IFRS. Legacy sale-leaseback transactions We included adjustments related to the revenue recognition on certain legacy sale-leaseback transactions entered into before December 31, 2018, based on the net proceeds received from the buyer-lessor. Under U.S. GAAP, these transactions were accounted for under the financing method in accordance with the applicable accounting guidance. Under such guidance, no revenue or profit is recognized at the inception of the transaction, and the net proceeds from the buyer-lessor are recorded as a financing liability. Imputed interest is recorded on the liability equal to our incremental borrowing rate adjusted solely to prevent negative amortization. Under IFRS, such revenue and profit are recognized at the time of sale to the buyer-lessor if certain criteria are met. Upon adoption of IFRS 16, Leases , on December 31, 2018, IFRS is aligned with U.S. GAAP. Mark-to-market gain (loss) on equity investments We recognize adjustments related to the fair value of equity investments with readily determinable fair value based on the changes in the stock price of these equity investments at every reporting period. Under U.S. GAAP, mark-to-market gains and losses due to changes in stock prices for these securities are recorded in earnings while under IFRS, an election can be made to recognize such gains and losses in other comprehensive income. Such an election was made by Total SE. Further, we elected the Fair Value Option (“FVO”) for some of our equity investments, and we adjust the carrying value of those investments based on their fair market value calculated periodically. Such option is not available under IFRS, and equity method accounting is required for those investments. Management believes that excluding these adjustments on equity investments is consistent with our internal reporting process as part of our status as a consolidated subsidiary of Total SE and better reflects our ongoing results. Other Adjustments Intersegment gross margin Our U.S. manufacturing operations that are part of the Others segment manufacture and sell solar modules to both operating segments, RLC and C&I Solutions, based on transfer prices determined based on management's assessment of market-based pricing terms. Such intersegment sales and related costs are eliminated at the corporate level to derive our condensed consolidated financial results. Gain/loss on sale and impairment of residential lease assets In fiscal 2018 and 2019, in an effort to sell all the residential lease assets owned by us, we sold membership units representing a 49% membership interest in our residential lease business and retained a 51% membership interest. The loss on divestment, including adjustments to contingent consideration shortly after the closing of the transaction, and the remaining unsold residential lease assets impairment with its corresponding depreciation savings are excluded from our non-GAAP results as they are non-recurring in nature and cash in nature and not reflective of ongoing operating results. Additionally, in the third quarter of fiscal 2019, in continuation with our intention to sell all the residential lease assets owned by us, we sold the remainder of residential lease assets still owned by us, that were not previously sold. Gain/loss from such activity is excluded from our non-GAAP results as it is non-cash in nature and not reflective of ongoing operating results. Construction revenue on solar services contracts Upon adoption of ASC 842 in the first quarter of fiscal 2019, revenue and cost of revenue on solar services contracts with residential customers are recognized ratably over the term of those contracts, beginning when the projects are placed in service. For segment reporting purposes, we recognize revenue and cost of revenue upfront based on the expected cash proceeds to align with the legacy lease accounting guidance. We believe it is appropriate to recognize revenue and cost of revenue upfront based on total expected cash proceeds as it better reflects our ongoing results as such method aligns revenue and costs incurred most accurately in the same period. Starting in second quarter of fiscal 2020, we no longer have this non-GAAP measure. Stock-based compensation Stock-based compensation relates primarily to our equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict. We believe that this adjustment for stock-based compensation provides investors with a basis to measure our core performance, including the ability to compare our performance with the performance of other companies, without the period-to-period variability created by stock-based compensation. Amortization of intangible assets We incur amortization of intangible assets as a result of acquisitions, which includes patents, purchased technology, project pipeline assets, and in-process research and development. We believe that it is appropriate to exclude these amortization charges from our non-GAAP financial measures as they arise from prior acquisitions, are not reflective of ongoing operating results, and do not contribute to a meaningful evaluation of our past operating performance. Business process improvements During the second quarter of fiscal 2019, we initiated a project to improve our manufacturing and related processes to improve gross margin in coming years and engaged third-party experts to consult on business process improvements. Management believes it is appropriate to exclude these consulting expenses from our non-GAAP financial measures as they are non-recurring in nature and are not reflective of our ongoing operating results. Gain on business divestiture In fiscal 2019, we entered into a transaction pursuant to which we sold membership interest in certain of our subsidiaries that own leasehold interests in projects subject to sale-leaseback financing arrangements. In the second quarter of fiscal 2020, we sold our Operations and Maintenance services contracts. We recognized a gain relating to this business divestiture. We believe that it is appropriate to exclude this gain from our segment results as it is not reflective of ongoing operating results. Transaction-related costs In connection with material transactions such as acquisition or divestiture of a business, we incur transaction costs including legal and accounting fees. We believe that it is appropriate to exclude these costs from our segment results as they would not have otherwise been incurred as part of our business operations and are therefore not reflective of ongoing operating results. Non-cash interest expense We incur non-cash interest expense related to the amortization of items such as original issuance discounts on our debt. We exclude non-cash interest expense because the expense does not reflect our financial results in the period incurred. We believe that this adjustment for non-cash interest expense provides investors with a basis to evaluate our performance, including compared with the performance of other companies, without non-cash interest expense. Restructuring expenses We incur restructuring expenses related to reorganization plans aimed towards realigning resources consistent with our global strategy and improving our overall operating efficiency and cost structure. Although we have engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Litigation We may be involved in various instances of litigation, claims and proceedings that result in payments or recoveries. We exclude gains or losses associated with such events because the gains or losses do not reflect our underlying financial results in the period incurred. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results. Gain on convertible notes repurchased In connection with the early repurchase of aggregate principal amount of our 0.875% debentures due 2021, we recognized a gain, which represented the difference between the book value of the convertible debentures, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the convertible notes upon repurchase. We believe that it is appropriate to exclude this gain from our non-GAAP results as it is not reflective of our ongoing operating results. Segment and Geographical Information The following tables present segment results for the three months and nine months ended September 27, 2020 and September 29, 2019 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our condensed consolidated results under U.S. GAAP, as well as information about significant customers and revenue by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended September 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 190,480 $ 73,790 $ 2,688 $ 217,112 $ 63,127 $ 8,289 Power Co 7,230 544 75 2,768 397 10,074 Intersegment revenue — — 7,293 — — 15,612 Total segment revenue as reviewed by CODM $ 197,710 $ 74,334 $ 10,056 $ 219,880 $ 63,524 $ 33,975 Segment gross profit as reviewed by CODM $ 34,779 $ 5,120 $ (3,168) $ 28,609 $ 2,072 $ 16,860 Adjusted EBITDA $ 15,521 $ 1,228 $ (3,192) $ 10,508 $ (8,954) $ 35,565 Nine Months Ended September 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 571,237 $ 167,543 $ 2,233 $ 600,263 $ 155,081 $ 22,899 Power Co 18,904 7,721 20,567 6,731 692 29,592 Intersegment revenue — — 32,815 — — 26,237 Total segment revenue as reviewed by CODM $ 590,141 $ 175,264 $ 55,615 $ 606,994 $ 155,773 $ 78,728 Segment gross profit as reviewed by CODM $ 94,501 $ 14,533 $ (18,906) $ 64,428 $ 8,031 $ 5,751 Adjusted EBITDA $ 31,347 $ (1,245) $ (19,279) $ 14,277 $ (27,637) $ 29,864 Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Total segment revenue as reviewed by CODM $ 282,100 $ 317,379 $ 821,020 $ 841,495 Adjustments to segment revenue: Intersegment elimination (7,294) (15,612) (32,816) (26,237) Legacy utility and power plant projects — 65 207 259 Construction revenue on solar services contracts — (15,790) (5,392) (124,909) Condensed consolidated GAAP revenue $ 274,806 $ 286,042 $ 783,019 $ 690,608 Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit (Loss) Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment gross profit $ 36,731 47,541 $ 90,128 $ 78,210 Adjustments to segment gross profit: Intersegment elimination 1,752 939 11,604 19,004 Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) 4,688 Construction revenue on solar services contracts — (1,160) (4,735) (18,052) Gain on sale and impairment of residential lease assets 469 511 1,375 1,268 Stock-based compensation expense (623) (741) (1,653) (1,370) Amortization of intangible assets (1,189) (1,783) (4,757) (5,352) Condensed consolidated GAAP gross profit (loss) $ 37,140 $ 45,495 $ 91,976 $ 77,403 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment adjusted EBITDA $ 13,557 37,119 $ 10,823 16,504 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) (5,755) Construction revenue on solar services contracts — (1,160) (4,735) 8,978 Stock-based compensation expense (4,454) (4,975) (13,387) (13,682) Amortization of intangible assets (1,189) (1,783) (4,759) (5,352) Depreciation and amortization (5,156) (5,373) (12,589) (19,472) Transaction-related costs — (976) (1,863) (3,571) Litigation (395) — (880) — Restructuring charges 97 (4,283) (2,738) (6,071) Loss (gain) on sale and impairment of residential lease assets 83 (5,135) 1,122 (29,002) Gain on business divestiture — — 10,529 143,400 Cash interest expense, net of interest income (6,918) (7,635) (24,102) (25,691) Mark-to-market gain on equity investments 155,431 27,595 274,362 128,095 Gain on convertible notes repurchased 104 — 3,060 — Equity in losses of unconsolidated investees — 960 — 716 Net loss attributable to noncontrolling interests 230 (5,178) (2,512) (33,474) Corporate (4,985) (12,010) (9,261) (17,855) Income before income taxes and equity in loss of unconsolidated investees $ 146,405 $ 17,354 $ 223,084 $ 136,775 |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of SunPower and our wholly-owned subsidiaries, and have been prepared by us in accordance with generally accepted accounting principles in the United States ("United States" or "U.S.," and such accounting principles, "U.S. GAAP") for interim financial information, and include the accounts of SunPower, all of our subsidiaries and special purpose entities, as appropriate under U.S. GAAP. For all the periods prior to the Spin-Off, the financial results, assets and liabilities of Maxeon Solar are presented as net of earnings from discontinued operations in the condensed statement of operations and the assets and liabilities are presented as assets and liabilities from discontinued operations in the condensed consolidated balance sheets The historical statements of comprehensive income and cash flows and the balances related to stockholders’ (deficit) equity have not been revised to reflect the effect of the Spin-Off. For further information on discontinued operations, see Note 2. “Discontinued Operations." All intercompany transactions and balances have been eliminated on consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 29, 2019 consolidated balance sheet data was derived from SunPower’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2019, as filed with the Securities and Exchange Commission ("SEC") on February 18, 2020 but does not include all disclosures required by U.S. GAAP. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in SunPower's Annual Report on Form 10-K for the fiscal year ended December 29, 2019. The operating results for the three and nine months ended September 27, 2020 are not necessarily indicative of the results that may be expected for fiscal year 2020, or for any other future period. |
Fiscal Periods | We have a 52-to-53-week fiscal year that ends on the Sunday closest to December 31. Accordingly, every fifth or sixth year will be a 53-week fiscal year. The current fiscal year, fiscal 2020, is a 53-week fiscal year, while fiscal year 2019 was a 52-week fiscal year. The third quarter of fiscal 2020 ended on September 27, 2020, while the third quarter of fiscal 2019 ended on September 29, 2019. |
Management Estimates | Management Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include: revenue recognition, specifically the nature and timing of satisfaction of performance obligations, standalone selling price of performance obligations and variable consideration; allowances for credit losses, including estimating macroeconomic factors affecting historical recovery rate of receivables; inventory and project asset write-downs; stock-based compensation; fair value assumptions for solar power systems and other long-lived assets sold under sale-leaseback transactions; long-lived asset impairment, specifically estimates for valuation assumptions including discount rates and future cash flows; economic useful lives of property, plant and equipment, and intangible assets; fair value of investments, including equity investments for which we apply the fair value option and other financial instruments; residual value of solar power systems; valuation of contingencies such as accrued warranty; the incremental borrowing rate used in discounting of lease liabilities; the fair value of indemnities provided to customers and other parties; and income taxes and tax valuation allowances. As a result of the uncertainty involved with industry impacts of the COVID-19 pandemic, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. These estimates may change as impacts become more certain and additional information becomes available, which may result in a significant change to our estimates in future periods. Actual results could materially differ from those estimates. |
Financial Instruments - Credit Losses | Financial Instruments - Credit Losses Effective December 30, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively , "Topic 326") . Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - Genera l (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. We adopted the ASU during first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities , which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. We adopted the ASU during the first quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We adopted the ASU during the second quarter of fiscal 2020. The adoption did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendment clarifies accounting for equity investments and non-derivative forward contracts or purchased call options under ASC 321. ASU 2020-01 is effective no later than the first quarter of fiscal 2021. Early adoption is permitted, and the ASU should be applied prospectively. While we are still evaluating the impacts of the provisions of ASU 2020-01 on our financial statements and disclosures, the impact is not expected to be material. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment reduces the number of accounting models used for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features separately recognized from the host contracts. ASU 2020-06 is effective no later than the first quarter of fiscal 2022. Early adoption is permitted no earlier than the first quarter of fiscal 2021, and the ASU should be applied retrospectively. We are currently evaluating the impacts of the provisions of ASU 2020-06 on our financial statements and disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the assets and liabilities of Maxeon Solar as of December 29, 2019 presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: (In thousands) December 29, 2019 Assets: Current Assets: Cash and cash equivalents $ 120,956 Restricted cash and cash equivalents, current portion — Restricted short-term marketable securities 6,187 Accounts receivable, net 98,598 Contract assets, current portion — Inventories 194,852 Advances to suppliers, current portion 75,545 Prepaid expenses and other current assets 34,489 Total current assets of discontinued operations 530,627 Property, plant and equipment, net 267,866 Operating lease right-of-use assets 10,559 Advances to suppliers, net of current portion 13,993 Other long-term assets 53,395 Total assets of discontinued operations $ 876,440 Liabilities: Current Liabilities: Accounts payable $ 234,697 Accrued and other current liabilities 1 87,614 Contract liabilities, current portion 47,096 Short-term debt and current portion of long-term debt 60,383 Total current liabilities of discontinued operations 431,694 Long-term debt 1,487 Convertible debt, net of current portion — Contract liabilities, net of current portion 35,616 Other long-term liabilities 46,526 Total liabilities of discontinued operations $ 524,755 The following table presents financial results of Maxeon Solar presented as discontinued operations in the Company's income statement in the corresponding periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net revenues 1 $ 63,272 $ 189,916 $ 357,164 $ 569,856 Gross income (loss) 1 (30,820) 2,756 (26,609) (46,637) Operating expenses 2 33,177 30,601 92,581 82,191 Operating loss (63,997) (27,845) 119,191 (128,828) Loss before income taxes and equity in earnings (losses) of unconsolidated investees (70,761) (29,417) (125,599) (131,181) Provision for income taxes 6,137 (2,450) 3,191 (7,169) Equity in earnings (losses) of unconsolidated investees 58 (807) (586) (1,334) Net loss from discontinued operations, net of taxes (64,566) (32,674) (122,994) (139,684) Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests (258) (987) (1,313) (3,057) Net loss from discontinued operations attributable to stockholders $ (64,824) $ (33,661) $ (124,307) $ (142,741) 1 Excludes intersegment revenue and gross margin from sale of photovoltaic modules to SunPower prior to the Spin-Off, which is eliminated in consolidation. 2 Operating expenses include separation costs classified within discontinued operations. The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Depreciation and amortization $ 31,143 $ 34,759 Stock-based compensation 6,401 5,246 Equity in losses of unconsolidated investees 586 1,334 Gain from sale of investments — 6,275 Purchases of property, plant and equipment 10,707 31,523 Aged supplier financing balances reclassified from accounts payable to short-term debt 63,111 22,852 The assets and liabilities of our O&M business that were sold in the transaction are summarized below: (In thousands) Accounts receivable $ 5,693 Contract assets, current portion 3,239 Prepaid expenses, other current assets, and cash 4,786 Other long-term assets 634 Total assets 14,352 Accounts payable 3,434 Contract liabilities, current portion 4,204 Other current liabilities 808 Other long-term liabilities 2,245 Total liabilities 10,691 Net assets $ 3,661 Net proceeds received were as follows: (In thousands) Purchase price $ 36,300 Holdback receivables, including contracts not novated (15,000) Working capital adjustment, upon close (5,324) Net proceeds received $ 15,976 Net gain on sale for the nine months ended September 27, 2020 was as follows: (In thousands) Nine Months Ended September 27, 2020 Net proceeds received $ 15,976 Estimated receivable from amount held back for retained obligations 7,199 Liabilities for loss-making contracts retained (6,026) Book value of net assets sold (3,661) Working capital adjustment, post close (3,030) Net gain on sale $ 10,458 |
Transactions with Total and T_2
Transactions with Total and Total S.A. (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 11. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 267 $ 3,973 1 Refer to Note 10. Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenue: Solar power systems, components, and other $ 34,465 $ 112 $ 98,244 $ 112 Cost of revenue: Solar power systems, components, and other 26,177 84 70,501 84 Other income Gain on early retirement of convertible debt 104 — 1,954 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 93 13 244 Interest expense incurred on the 0.875% debentures due 2021 384 547 1,216 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions with investees are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 14,284 $ 23,900 Accrued liabilities — 7,540 Contract liabilities $ 27,938 $ 29,599 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenues and fees received from investees for products/services 47,378 38,963 146,570 60,369 The below table summarizes the Company’s transactions with Maxeon Solar for the three and nine months ended September 27, 2020: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 27, 2020 Purchases of photovoltaic modules (recorded in cost of revenue) $ 18,895 $ 18,895 Research and development expenses reimbursement $ 3,638 $ 3,638 Income from transition services agreement, net $ 1,889 $ 1,889 The Company had the following balances related to transactions with Maxeon Solar as of September 27, 2020: (In thousands) September 27, 2020 Prepaid and other current assets $ 16,017 Accrued liabilities $ 2,373 Accounts payable $ 18,895 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent disaggregated revenue from contracts with customers for the three and nine months ended September 27, 2020, and September 29, 2019 along with the reportable segment for each category: Three Months Ended (In thousands) September 27, 2020 September 29, 2019 Category Residential, Light Commercial Commercial and Industrial Solutions Others Total Residential, Light Commercial Commercial and Industrial Solutions Others Total Solar power systems sales and EPC services 191,016 73,840 2,688 267,544 195,686 58,507 8,354 262,547 Operations and maintenance — — 75 75 — 4,659 10,074 14,733 Residential leasing 1,284 — — 1,284 3,523 — — 3,523 Solar services 1 5,485 418 — 5,903 4,881 358 — 5,239 Revenue $ 197,785 $ 74,258 $ 2,763 $ 274,806 $ 204,090 $ 63,524 $ 18,428 $ 286,042 Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Category Residential, Light Commercial Commercial and Industrial Solutions Other Total Residential, Light Commercial Commercial and Industrial Solutions Other Total Solar power systems sales and EPC services 568,303 170,403 3,147 741,853 458,141 147,221 22,973 628,335 Operations and maintenance — 3,619 19,844 23,463 — 7,696 29,592 37,288 Residential leasing 3,937 — — 3,937 9,083 — — 9,083 Solar services 1 12,524 1,242 — 13,766 15,046 856 — 15,902 Revenue $ 584,764 $ 175,264 $ 22,991 $ 783,019 $ 482,270 $ 155,773 $ 52,565 $ 690,608 1 Upon adoption of ASC 842, revenues from residential leasing are being accounted for under ASU No. 2014-09 ("ASC 606") and recorded under 'Solar services' |
Changes in Estimates | Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. Three Months Ended Nine Months Ended (In thousands, except number of projects) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Increase (decrease) in revenue from net changes in transaction prices $ 1,142 $ — $ 834 $ (3,301) Increase (decrease) in revenue from net changes in input cost estimates (1,041) 1,734 (1,092) 4,144 Net decrease in revenue from net changes in estimates $ 101 $ 1,734 (258) $ 843 Number of projects 2 1 4 2 Net change in estimate as a percentage of aggregate revenue for associated projects 0.3 % 3.6 % (0.2) % 1.5 % |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | Project Revenue Category EPC Contract/Partner Developed Project Expected Year Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Distribution Generation Projects Solar power systems sales and EPC services Various 2021 76.9% |
Business Divestiture (Tables)
Business Divestiture (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the assets and liabilities of Maxeon Solar as of December 29, 2019 presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet: (In thousands) December 29, 2019 Assets: Current Assets: Cash and cash equivalents $ 120,956 Restricted cash and cash equivalents, current portion — Restricted short-term marketable securities 6,187 Accounts receivable, net 98,598 Contract assets, current portion — Inventories 194,852 Advances to suppliers, current portion 75,545 Prepaid expenses and other current assets 34,489 Total current assets of discontinued operations 530,627 Property, plant and equipment, net 267,866 Operating lease right-of-use assets 10,559 Advances to suppliers, net of current portion 13,993 Other long-term assets 53,395 Total assets of discontinued operations $ 876,440 Liabilities: Current Liabilities: Accounts payable $ 234,697 Accrued and other current liabilities 1 87,614 Contract liabilities, current portion 47,096 Short-term debt and current portion of long-term debt 60,383 Total current liabilities of discontinued operations 431,694 Long-term debt 1,487 Convertible debt, net of current portion — Contract liabilities, net of current portion 35,616 Other long-term liabilities 46,526 Total liabilities of discontinued operations $ 524,755 The following table presents financial results of Maxeon Solar presented as discontinued operations in the Company's income statement in the corresponding periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net revenues 1 $ 63,272 $ 189,916 $ 357,164 $ 569,856 Gross income (loss) 1 (30,820) 2,756 (26,609) (46,637) Operating expenses 2 33,177 30,601 92,581 82,191 Operating loss (63,997) (27,845) 119,191 (128,828) Loss before income taxes and equity in earnings (losses) of unconsolidated investees (70,761) (29,417) (125,599) (131,181) Provision for income taxes 6,137 (2,450) 3,191 (7,169) Equity in earnings (losses) of unconsolidated investees 58 (807) (586) (1,334) Net loss from discontinued operations, net of taxes (64,566) (32,674) (122,994) (139,684) Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests (258) (987) (1,313) (3,057) Net loss from discontinued operations attributable to stockholders $ (64,824) $ (33,661) $ (124,307) $ (142,741) 1 Excludes intersegment revenue and gross margin from sale of photovoltaic modules to SunPower prior to the Spin-Off, which is eliminated in consolidation. 2 Operating expenses include separation costs classified within discontinued operations. The following table presents significant non-cash items and capital expenditures of discontinued operations: Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 Depreciation and amortization $ 31,143 $ 34,759 Stock-based compensation 6,401 5,246 Equity in losses of unconsolidated investees 586 1,334 Gain from sale of investments — 6,275 Purchases of property, plant and equipment 10,707 31,523 Aged supplier financing balances reclassified from accounts payable to short-term debt 63,111 22,852 The assets and liabilities of our O&M business that were sold in the transaction are summarized below: (In thousands) Accounts receivable $ 5,693 Contract assets, current portion 3,239 Prepaid expenses, other current assets, and cash 4,786 Other long-term assets 634 Total assets 14,352 Accounts payable 3,434 Contract liabilities, current portion 4,204 Other current liabilities 808 Other long-term liabilities 2,245 Total liabilities 10,691 Net assets $ 3,661 Net proceeds received were as follows: (In thousands) Purchase price $ 36,300 Holdback receivables, including contracts not novated (15,000) Working capital adjustment, upon close (5,324) Net proceeds received $ 15,976 Net gain on sale for the nine months ended September 27, 2020 was as follows: (In thousands) Nine Months Ended September 27, 2020 Net proceeds received $ 15,976 Estimated receivable from amount held back for retained obligations 7,199 Liabilities for loss-making contracts retained (6,026) Book value of net assets sold (3,661) Working capital adjustment, post close (3,030) Net gain on sale $ 10,458 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable, gross 1 $ 112,025 $ 145,392 Less: allowance for credit losses (16,986) (17,208) Less: allowance for sales returns (283) (306) Accounts receivable, net $ 94,756 $ 127,878 1 There is a lien on our accounts receivable of $58.1 million of our consolidated accounts receivable, gross, as of September 27, 2020 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 12. Debt and Credit Sources. |
Accounts Receivable, Allowance for Credit Loss | Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Balance at beginning of period $ 19,485 $ 17,697 $ 17,208 $ 12,656 Provision for credit losses (2,568) (118) 998 1,361 Charge offs, net of recoveries 69 647 (1,220) 4,209 Balance at end of period $ 16,986 $ 18,226 $ 16,986 $ 18,226 |
Schedule of Inventory | As of (In thousands) September 27, 2020 December 29, 2019 Raw materials 1 $ 31,351 $ 36,072 Work-in-process 1 791 948 Finished goods and components 145,997 126,385 Inventories 2 3 $ 178,139 $ 163,405 1 Pertains to inventory at our U.S. manufacturing facilities in Hillsboro, Oregon that was retained by the Company post-spin and other components including micro-inverters and installation materials. 2 A lien of $127.4 million exists on our gross inventory as of September 27, 2020 in connection with a Loan and Security Agreement entered into on March 29, 2019. See Note 12. Debt and Credit Sources. 3 Refer to long-term inventory for the safe harbor program under the caption "Other long-term assets." |
Schedule of Prepaid Expenses and Other Current Assets | As of (In thousands) September 27, 2020 December 29, 2019 Deferred project costs $ 21,812 $ 29,202 VAT receivables, current portion 993 2,989 Deferred costs for solar power systems 23,401 29,631 Other receivables 33,148 17,185 Prepaid taxes 198 462 Other 16,695 7,286 Prepaid expenses and other current assets $ 96,247 $ 86,755 |
Schedule of Property, Plant and Equipment | As of (In thousands) September 27, 2020 December 29, 2019 Manufacturing equipment $ 17,192 $ 17,080 Leasehold improvements 29,385 22,237 Solar power systems 30,895 29,192 Computer equipment 57,436 62,292 Furniture and fixtures 7,909 8,043 Construction-in-process 2,499 4,506 Property, plant and equipment, gross 145,316 143,350 Less: accumulated depreciation (94,919) (87,490) Property, plant and equipment, net 50,397 55,860 |
Schedule of Property, Plant and Equipment by Geographic Region | As of (In thousands) September 27, 2020 December 29, 2019 United States $ 49,474 $ 54,923 Philippines 294 323 Other 629 614 Property, plant and equipment, net, by geography 1 $ 50,397 $ 55,860 1 Based on the physical location of the assets. |
Schedule of Other Long-Term Assets | As of (In thousands) September 27, 2020 December 29, 2019 Equity investments with readily determinable fair value $ 331,293 $ 173,908 Equity investments without readily determinable fair value 801 801 Equity investments with fair value option 9,924 17,500 Long-term inventory 1 42,582 48,214 Other 38,597 37,382 Other long-term assets $ 423,197 $ 277,805 1 Entire balance consists of finished goods under the safe harbor program. Refer to Note 11. Equity Investments |
Schedule of Accrued Liabilities | As of (In thousands) September 27, 2020 December 29, 2019 Employee compensation and employee benefits $ 15,865 $ 28,354 Interest payable 7,713 10,161 Short-term warranty reserves 40,505 20,868 Restructuring reserve 3,806 6,085 Legal expenses 12,244 7,846 Taxes payable 25,314 18,365 Other 23,200 24,597 Accrued liabilities $ 128,647 $ 116,276 |
Schedule of Other Long-Term Liabilities | As of (In thousands) September 27, 2020 December 29, 2019 Deferred revenue 1 $ 37,458 $ 40,246 Long-term warranty reserves 47,889 80,512 Unrecognized tax benefits 8,181 7,218 Long-term pension liability 4,440 2,894 Derivative financial instruments 633 373 Other 39,380 26,531 Other long-term liabilities $ 137,981 $ 157,774 1 Consists of advance consideration received from customers under the residential lease program for leases entered into prior to December 31, 2018, which continue to be accounted for in accordance with the superseded lease accounting guidance. |
Schedule of Accumulated Other Comprehensive Loss | As of (In thousands) September 27, 2020 December 29, 2019 Cumulative translation adjustment $ 9,604 $ (12,250) Net unrealized loss on derivative financial instruments — (1,238) Net gain on long-term pension liability obligation (1,529) 3,976 Deferred taxes (5) — Accumulated other comprehensive gain (loss) $ 8,070 $ (9,512) |
Solar Services (Tables)
Solar Services (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Leases [Abstract] | |
Lessor Operating Leases | The following table summarizes "Solar power systems leased and to be leased, net" under operating leases on our condensed consolidated balance sheets as of September 27, 2020 and December 29, 2019: As of (In thousands) September 27, 2020 December 29, 2019 Solar power systems leased and to be leased, net 1 : Solar power systems leased $ 115,775 $ 116,948 115,775 116,948 Less: accumulated depreciation and impairment 2 (64,596) (62,610) Solar power systems leased, net $ 51,179 $ 54,338 1 Solar power systems leased, net, are physically located exclusively in the United States. 2 For the three and nine months ended September 29, 2019, we recognized a non-cash impairment charge of $0.0 million and $4.0 million, respectively on solar power systems leased. No impairment charges were recorded for the three and nine months ended September 27, 2020. |
Schedule of Minimum Future Rental Receipts on Operating Leases Placed in Service | The following table presents our minimum future rental receipts on operating leases placed in service as of September 27, 2020 : (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total Minimum future rentals on operating leases placed in service 1 $ 30 $ 65 $ 66 $ 66 $ 66 $ 959 $ 1,252 1 Does not include contingent rentals that may be received from customers under agreements that include performance-based incentives. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | The following table summarizes our assets and liabilities measured and recorded at fair value on a recurring basis as of September 27, 2020 and December 29, 2019: September 27, 2020 December 29, 2019 (In thousands) Total Fair Value Level 3 Level 2 Level 1 Total Fair Value Level 3 Level 2 Level 1 Assets Other long-term assets: Equity investments with fair value option ("FVO") 9,924 9,924 — — 17,500 17,500 — — Equity investments with readily determinable fair value 331,293 — — 331,293 173,908 — — 173,908 Total assets $ 341,217 $ 9,924 $ — $ 331,293 $ 191,408 $ 17,500 $ — $ 173,908 Liabilities Other long-term liabilities: Interest rate swap contracts 633 — 633 — 373 — 373 — Total liabilities $ 633 $ — $ 633 $ — $ 373 $ — $ 373 $ — |
Equity Method Investment Movements | The following table summarizes movements in equity investments for the nine months ended September 27, 2020. There were no internal movements to or from Level 3 from Level 1 or Level 2 for the nine months ended September 27, 2020. (In thousands) Beginning balance as of December 29, 2019 Equity Distribution 1 Additional Investment 2 Ending balance as of September 27, 2020 Equity investments with FVO $17,500 $(7,724) $148 $9,924 1 During the second quarter of fiscal 2020, we received a total of $7.7 million in cash proceeds. Proceeds of $7.2 million were received from SunStrong Partners and proceeds of $0.5 million were received from SunStrong. The distribution was approved by the SunStrong Board of Directors on June 24, 2020. The distribution reduced our equity investment balance in SunStrong Partners and SunStrong classified in "other long-term assets" on our condensed consolidated balance sheet. 2 During the three months ended September 27, 2020 |
Level 3 significant unobservable input sensitivity | The following table summarizes the significant unobservable inputs used in Level 3 valuation of our investments carried at fair value as of September 27, 2020. Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments. 2020 Assets: Fair value Valuation Technique Unobservable input Range (Weighted Average) Other long-term assets: Equity investments $ 9,924 Discounted cash flows Discount rate 12.5%-13% 1 7.5% - 7.75% 1 Total assets $ 9,924 1 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes the comparative periods-to-date restructuring charges by plan recognized in our condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Cumulative To Date December 2019 Restructuring Plan: Severance and benefit charges $ (104) $ — $ 2,784 $ — $ 10,139 Other costs 1 — — — — 41 Total December 2019 Restructuring Plan (104) — 2,784 — 10,180 February 2018 Restructuring Plan: Non-cash asset impairment charges — 3,527 — 5,874 5,874 Severance and benefit credits — (12) — (46) 6,210 Lease and related termination credits — 213 (26) 213 528 Other costs (credits) 1 7 490 45 581 1,000 Total February 2018 Restructuring Plan 7 4,218 19 6,622 $ 13,612 Legacy Restructuring Plan: Legacy restructuring plan charges (credits) — 34 (65) 4 55,064 Total restructuring charges (credits) $ (97) $ 4,252 $ 2,738 $ 6,626 $ 78,856 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Schedule of Restructuring Reserve | The following table summarizes the restructuring reserve activities during the nine months ended September 27, 2020: Nine Months Ended (In thousands) December 29, 2019 Charges (Benefits) (Payments) Recoveries September 27, 2020 December 2019 Restructuring Plan: Severance and benefits $ 5,822 $ 2,784 $ (5,000) $ 3,606 Total December 2019 Restructuring Plan 5,822 2,784 (5,000) 3,606 February 2018 Restructuring Plan: Severance and benefits 76 — (6) 70 Lease and related termination costs — (26) 26 — Other costs 1 — 45 (45) — Total February 2018 Restructuring Plan 76 19 (25) 70 Legacy Restructuring Plans 187 (65) 8 130 Total restructuring reserve activities $ 6,085 $ 2,738 $ (5,017) $ 3,806 1 Other costs primarily represent associated legal and advisory services, and costs of relocating employees. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The table below presents the summarized quantitative information with regard to lease contracts we have entered into: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Operating leases: Operating lease expense $ 3,524 $ 2,700 $ 10,458 $ 7,890 Sublease income (expense) (111) (20) (166) (330) Rent expense $ 3,413 $ 2,680 $ 10,292 $ 7,560 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases 1 $ 7,117 $ 2,849 $ 14,314 $ 11,411 Right-of-use assets obtained in exchange for leases 1,2 $ 8,362 $ 8,939 $ 21,786 $ 103,744 Weighted-average remaining lease term (in years) - operating leases 7.5 7.0 7.5 7.0 Weighted-average discount rate - operating leases 9 % 9 % 9 % 9 % 1 Amounts for the three months and nine months ended September 27, 2020 and September 29, 2019 include consolidated balances, including discontinued operations. |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments to be paid under non-cancellable leases in effect at September 27, 2020, are as follows (in thousands): As of September 27, 2020 Operating Leases 2020 (remaining three months) $ 3,450 2021 14,712 2022 14,217 2023 11,217 2024 7,675 Thereafter 26,937 Total lease payments 78,208 Less: imputed interest (24,114) Total $ 54,094 |
Future Purchase Obligations | Future purchase obligations under non-cancellable purchase orders and long-term supply agreements as o f September 27, 2020 are as follows: (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total 1 Future purchase obligations $ 155,486 $ 205,998 $ 94,686 $ 33,148 $ 1,710 $ 6,082 $ 497,110 |
Schedule of Product Warranty Liability | The following table summarizes accrued warranty activities for the three months and nine months ended September 27, 2020 and September 29, 2019: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Balance at the beginning of the period $ 92,400 $ 108,025 $ 101,381 $ 121,512 Accruals for warranties issued during the period 4,996 1,742 14,068 12,707 Settlements and adjustments during the period (9,002) (11,944) (27,055) (36,396) Balance at the end of the period $ 88,394 $ 97,823 $ 88,394 $ 97,823 |
Equity Investments Equity Inves
Equity Investments Equity Investments (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The carrying value of our equity investments, classified as "other long-term assets" on our condensed consolidated balance sheets, are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Equity investments with readily determinable fair value: Enphase Energy, Inc. $ 331,293 $ 173,908 Total equity investments with readily determinable fair value 331,293 173,908 Equity investments without readily determinable fair value: Project entities 122 122 Other equity investments without readily determinable fair value 679 679 Total equity investments without readily determinable fair value 801 801 Equity investments with fair value option: SunStrong Capital Holdings, LLC 1 2 7,645 8,000 SunStrong Partners, LLC 1 2 2,279 9,500 Total equity investment with fair value option 9,924 17,500 Total equity investments $ 342,018 $ 192,209 1 During the second quarter of fiscal 2020, we received a total of $7.7 million in cash proceeds relating to the SunStrong joint venture. Proceeds of $7.2 million were received from SunStrong Partners and proceeds of $0.5 million were received from SunStrong. The distribution was approved by the SunStrong Board of Directors on June 24, 2020. The distribution reduced our equity investment balance in SunStrong Partners and SunStrong classified in "other long-term assets" on our condensed consolidated balance sheet. 2 During the three months ended September 27, 2020 |
Schedule of Other Ownership Interests | The following table presents summarized financial statements for SunStrong, a significant investee, based on unaudited information provided to us by the investee: 1 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Summarized statements of operations information: Revenue $ 31,299 $ 23,288 $ 90,056 $ 46,450 Gross income (loss) 1,057 (11,189) (5,839) (12,398) Net income (loss) 13,596 (9,162) 35,019 (5,906) As of (In thousands) September 27, 2020 December 29, 2019 Summarized balance sheet information: Current assets $ 89,684 $ 225,576 Long-term assets 1,325,344 1,049,451 Current liabilities 48,280 125,601 Long-term liabilities 1,085,962 847,365 1 Note that amounts are reported one quarter in arrears as permitted by applicable guidance. |
Schedule of Related Party Transactions | The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 11. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 267 $ 3,973 1 Refer to Note 10. Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenue: Solar power systems, components, and other $ 34,465 $ 112 $ 98,244 $ 112 Cost of revenue: Solar power systems, components, and other 26,177 84 70,501 84 Other income Gain on early retirement of convertible debt 104 — 1,954 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 93 13 244 Interest expense incurred on the 0.875% debentures due 2021 384 547 1,216 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions with investees are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 14,284 $ 23,900 Accrued liabilities — 7,540 Contract liabilities $ 27,938 $ 29,599 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenues and fees received from investees for products/services 47,378 38,963 146,570 60,369 The below table summarizes the Company’s transactions with Maxeon Solar for the three and nine months ended September 27, 2020: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 27, 2020 Purchases of photovoltaic modules (recorded in cost of revenue) $ 18,895 $ 18,895 Research and development expenses reimbursement $ 3,638 $ 3,638 Income from transition services agreement, net $ 1,889 $ 1,889 The Company had the following balances related to transactions with Maxeon Solar as of September 27, 2020: (In thousands) September 27, 2020 Prepaid and other current assets $ 16,017 Accrued liabilities $ 2,373 Accounts payable $ 18,895 |
Debt and Credit Sources (Tables
Debt and Credit Sources (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding debt on our condensed consolidated balance sheets: September 27, 2020 December 29, 2019 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ 301,583 $ 301,258 $ — $ 301,258 $ 400,000 $ — $ 399,058 $ 399,058 4.00% debentures due 2023 425,000 — 422,132 422,132 425,000 — 421,201 421,201 CEDA loan 30,000 — 29,200 29,200 30,000 — 29,141 29,141 Non-recourse financing and other debt 138,190 96,625 39,186 135,811 131,244 44,473 83,199 127,672 $ 894,773 $ 397,883 $ 490,518 $ 888,401 $ 986,244 $ 44,473 $ 932,599 $ 977,072 We also enter other debt arrangements to finance operations. The following presents a summary of these financing arrangements, including non-recourse debt: Aggregate Carrying Value 1 (In thousands) September 27, 2020 December 29, 2019 Balance Sheet Classification Non-Recourse Project Debt: Arizona loan 2 $ 5,742 $ 6,111 Short-term debt and Long-term debt Various construction project debt 3 $ 9,917 $ 3,004 Short-term debt 1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. 2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%. 3 In the fourth quarter of fiscal 2019 and throughout fiscal 2020, we entered into various financing agreements with Fifth Third Bank, National Association, to finance our construction projects. The amount borrowed is non-recourse in nature and cannot exceed the total costs of the project. Each draw bears interest on the unpaid amount at a per annum rate equal to LIBOR. The loan matures at the earliest of 85 days after the project is placed in service;9 months after the initial borrowing date; or the first anniversary of satisfaction of the closing conditions set forth by the Lenders, including the delivery of the signed loan agreement by the borrower. |
Schedule of Maturities of Debt | As of September 27, 2020, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total Aggregate future maturities of outstanding debt $ 39,867 $ 377,774 $ 17,395 $ 425,733 $ 774 $ 33,230 $ 894,773 |
Schedule of Long-Term Convertible Debt Instruments | The following table summarizes our outstanding convertible debt: September 27, 2020 December 29, 2019 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ 301,258 $ 301,583 $ 296,794 $ 399,058 $ 400,000 $ 371,040 4.00% debentures due 2023 422,132 425,000 401,124 421,201 425,000 348,628 $ 723,390 $ 726,583 $ 697,918 $ 820,259 $ 825,000 $ 719,668 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. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following related-party balances and amounts are associated with transactions entered into with Total and its Affiliates. Refer to Note 11. Equity Investments for related-party transactions with unconsolidated entities in which we have a direct equity investment. As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 267 $ 3,973 1 Refer to Note 10. Commitments and Contingencies - Advances from Customers . Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenue: Solar power systems, components, and other $ 34,465 $ 112 $ 98,244 $ 112 Cost of revenue: Solar power systems, components, and other 26,177 84 70,501 84 Other income Gain on early retirement of convertible debt 104 — 1,954 — Interest expense: Guarantee fees incurred under the Credit Support Agreement — 93 13 244 Interest expense incurred on the 0.875% debentures due 2021 384 547 1,216 1,641 Interest expense incurred on the 4.00% debentures due 2023 1,000 1,000 3,000 3,000 Related-party transactions with investees are as follows: As of (In thousands) September 27, 2020 December 29, 2019 Accounts receivable $ 14,284 $ 23,900 Accrued liabilities — 7,540 Contract liabilities $ 27,938 $ 29,599 Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Revenues and fees received from investees for products/services 47,378 38,963 146,570 60,369 The below table summarizes the Company’s transactions with Maxeon Solar for the three and nine months ended September 27, 2020: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 27, 2020 Purchases of photovoltaic modules (recorded in cost of revenue) $ 18,895 $ 18,895 Research and development expenses reimbursement $ 3,638 $ 3,638 Income from transition services agreement, net $ 1,889 $ 1,889 The Company had the following balances related to transactions with Maxeon Solar as of September 27, 2020: (In thousands) September 27, 2020 Prepaid and other current assets $ 16,017 Accrued liabilities $ 2,373 Accounts payable $ 18,895 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | The following table presents the calculation of basic and diluted net income (loss) per share attributable to stockholders: Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Basic net income per share: Numerator: Net income attributable to stockholders - continuing operations $ 109,450 $ 18,644 $ 186,880 $ 159,459 Net loss attributable to stockholders - discontinued operations $ (64,824) (33,661) $ (124,307) $ (142,741) Net income attributable to stockholders 44,626 (15,017) 62,573 16,718 Denominator: Basic weighted-average common shares 170,113 142,553 169,646 142,248 Basic net income per share - continuing operations $ 0.64 $ 0.13 $ 1.10 $ 1.12 Basic net loss per share - discontinued operations $ (0.38) $ (0.24) $ (0.73) $ (1.00) Basic net income (loss) per share $ 0.26 $ (0.11) $ 0.37 $ 0.12 Diluted net income per share 1 Numerator: Net income attributable to stockholders - continuing operations $ 109,450 $ 18,644 $ 186,880 $ 159,459 Add: Interest expense on 4.00% debentures due 2023, net of tax 3,358 — 10,066 10,073 Add: Interest expense on 0.875% debentures due 2021, net of tax 467 691 1,507 2,074 Net income available to common stockholders - continuing operations $ 113,275 $ 19,335 $ 198,453 $ 171,606 Net loss available to common stockholders - discontinued operations $ (64,824) (33,661) $ (124,307) (142,741) Denominator: Basic weighted-average common shares 170,113 142,553 169,646 142,248 Effect of dilutive securities: Restricted stock units 3,560 4,827 3,354 2,488 0.875% debentures due 2021 7,785 8,203 10,056 8,203 4.00% debentures due 2023 17,068 — 17,068 13,922 Dilutive weighted-average common shares: 198,526 155,583 200,124 166,861 Dilutive net income per share - continuing operations $ 0.57 $ 0.12 $ 0.99 $ 1.03 Dilutive net loss per share - discontinued operations $ (0.33) (0.22) $ (0.62) (0.86) Dilutive net income (loss) per share $ 0.24 (0.10) $ 0.37 0.17 |
Schedule of outstanding anti-dilutive potential common stock excluded from loss per share | The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net loss per share attributable to stockholders in the following periods: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Restricted stock units 382 559 4,774 837 4.00% debentures due 2023 — 13,922 — — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense by line item on the Statement of Operations | The following table summarizes the consolidated stock-based compensation expense by line item in our condensed consolidated statements of operations: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Cost of revenue $ 968 $ 854 $ 2,154 $ 1,586 Research and development 38 343 575 979 Sales, general and administrative 3,448 3,778 10,657 11,116 Total stock-based compensation expense $ 4,454 $ 4,975 $ 13,386 $ 13,681 |
Summary of stock-based compensation expense by type of award | The following table summarizes the consolidated stock-based compensation expense by type of award: Three Months Ended Nine Months Ended (In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Restricted stock units $ 4,581 $ 5,296 $ 13,087 $ 14,824 Change in stock-based compensation capitalized in inventory (127) (321) 299 (1,143) Total stock-based compensation expense $ 4,454 $ 4,975 $ 13,386 $ 13,681 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | The following tables present segment results for the three months and nine months ended September 27, 2020 and September 29, 2019 for revenue, gross margin, and adjusted EBITDA, each as reviewed by the CODM, and their reconciliation to our condensed consolidated results under U.S. GAAP, as well as information about significant customers and revenue by geography based on the destination of the shipments, and property, plant and equipment, net by segment. Three Months Ended September 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 190,480 $ 73,790 $ 2,688 $ 217,112 $ 63,127 $ 8,289 Power Co 7,230 544 75 2,768 397 10,074 Intersegment revenue — — 7,293 — — 15,612 Total segment revenue as reviewed by CODM $ 197,710 $ 74,334 $ 10,056 $ 219,880 $ 63,524 $ 33,975 Segment gross profit as reviewed by CODM $ 34,779 $ 5,120 $ (3,168) $ 28,609 $ 2,072 $ 16,860 Adjusted EBITDA $ 15,521 $ 1,228 $ (3,192) $ 10,508 $ (8,954) $ 35,565 Nine Months Ended September 27, 2020 September 29, 2019 (In thousands): Residential, Light Commercial Commercial and Industrial Solutions Others Residential, Light Commercial Commercial and Industrial Solutions Others Revenue from external customers: Dev Co $ 571,237 $ 167,543 $ 2,233 $ 600,263 $ 155,081 $ 22,899 Power Co 18,904 7,721 20,567 6,731 692 29,592 Intersegment revenue — — 32,815 — — 26,237 Total segment revenue as reviewed by CODM $ 590,141 $ 175,264 $ 55,615 $ 606,994 $ 155,773 $ 78,728 Segment gross profit as reviewed by CODM $ 94,501 $ 14,533 $ (18,906) $ 64,428 $ 8,031 $ 5,751 Adjusted EBITDA $ 31,347 $ (1,245) $ (19,279) $ 14,277 $ (27,637) $ 29,864 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Total segment revenue as reviewed by CODM $ 282,100 $ 317,379 $ 821,020 $ 841,495 Adjustments to segment revenue: Intersegment elimination (7,294) (15,612) (32,816) (26,237) Legacy utility and power plant projects — 65 207 259 Construction revenue on solar services contracts — (15,790) (5,392) (124,909) Condensed consolidated GAAP revenue $ 274,806 $ 286,042 $ 783,019 $ 690,608 Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit (Loss) Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment gross profit $ 36,731 47,541 $ 90,128 $ 78,210 Adjustments to segment gross profit: Intersegment elimination 1,752 939 11,604 19,004 Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) 4,688 Construction revenue on solar services contracts — (1,160) (4,735) (18,052) Gain on sale and impairment of residential lease assets 469 511 1,375 1,268 Stock-based compensation expense (623) (741) (1,653) (1,370) Amortization of intangible assets (1,189) (1,783) (4,757) (5,352) Condensed consolidated GAAP gross profit (loss) $ 37,140 $ 45,495 $ 91,976 $ 77,403 Reconciliation of Segments EBITDA to Loss before income taxes and equity in losses of unconsolidated investees Three Months Ended Nine Months Ended (In thousands): September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Segment adjusted EBITDA $ 13,557 37,119 $ 10,823 16,504 Adjustments to segment adjusted EBITDA: Legacy utility and power plant projects — 7 34 (993) Legacy sale-leaseback transactions — 181 (20) (5,755) Construction revenue on solar services contracts — (1,160) (4,735) 8,978 Stock-based compensation expense (4,454) (4,975) (13,387) (13,682) Amortization of intangible assets (1,189) (1,783) (4,759) (5,352) Depreciation and amortization (5,156) (5,373) (12,589) (19,472) Transaction-related costs — (976) (1,863) (3,571) Litigation (395) — (880) — Restructuring charges 97 (4,283) (2,738) (6,071) Loss (gain) on sale and impairment of residential lease assets 83 (5,135) 1,122 (29,002) Gain on business divestiture — — 10,529 143,400 Cash interest expense, net of interest income (6,918) (7,635) (24,102) (25,691) Mark-to-market gain on equity investments 155,431 27,595 274,362 128,095 Gain on convertible notes repurchased 104 — 3,060 — Equity in losses of unconsolidated investees — 960 — 716 Net loss attributable to noncontrolling interests 230 (5,178) (2,512) (33,474) Corporate (4,985) (12,010) (9,261) (17,855) Income before income taxes and equity in loss of unconsolidated investees $ 146,405 $ 17,354 $ 223,084 $ 136,775 |
Organization And Summary Of S_3
Organization And Summary Of Significant Accounting Policies - Spin-Off (Details) $ in Thousands | Aug. 17, 2020 | Sep. 27, 2020USD ($) |
Spin-Off [Line Items] | ||
Spin-off transaction value | $ (152,560) | |
Maxeon Solar | ||
Spin-Off [Line Items] | ||
Conversion ratio of stock split | 0.125 |
Organization And Summary Of S_4
Organization And Summary Of Significant Accounting Policies - Liquidity (Details) - USD ($) | Sep. 27, 2020 | Dec. 29, 2019 | Dec. 28, 2014 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||
Debt face amount | $ 894,773,000 | $ 986,244,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 726,583,000 | 825,000,000 | ||
0.875% debentures due 2021 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.875% | 0.875% | ||
Debt face amount | $ 400,000,000 | |||
0.875% debentures due 2021 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.875% | 0.875% | ||
Debt face amount | $ 301,583,000 | $ 400,000,000 |
Organization And Summary Of S_5
Organization And Summary Of Significant Accounting Policies - Credit Losses (Details) - USD ($) | 9 Months Ended | |
Sep. 27, 2020 | Dec. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Receivables | $ 94,800,000 | |
Allowance for credit loss | $ (16,986,000) | $ (17,208,000) |
Aging analysis base | 77.00% |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) | Aug. 26, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Agreement income, net | $ 1,889,000 | $ 0 | $ 1,889,000 | $ 0 | |
Receivables | 94,800,000 | 94,800,000 | |||
Maxeon Solar | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Mark up for services | 25.00% | ||||
Agreement term | 2 years | ||||
Receivables | 3,600,000 | 3,600,000 | |||
Operating Expense | Maxeon Solar | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income from agreement | 2,100,000 | ||||
Agreement expense | $ 200,000 | ||||
Agreement income, net | $ 1,900,000 | ||||
Maxeon Solar | Spinoff | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Common stock, no par value (usd per share) | $ 0 | ||||
Shares purchased by third party, value | $ 298,000,000 | ||||
Shares purchased by third party | 8,915,692 | ||||
Shares purchased by third party, ownership | 28.848% | ||||
Income from agreement | $ 125,000,000 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Current Assets: | ||
Total current assets of discontinued operations | $ 0 | $ 530,627 |
Current Liabilities: | ||
Current liabilities of discontinued operations | $ 0 | 431,694 |
Maxeon Solar | Spinoff | ||
Current Assets: | ||
Cash and cash equivalents | 120,956 | |
Restricted cash and cash equivalents, current portion | 0 | |
Restricted short-term marketable securities | 6,187 | |
Accounts receivable | 98,598 | |
Contract assets, current portion | 0 | |
Inventories | 194,852 | |
Advances to suppliers, current portion | 75,545 | |
Prepaid expenses and other current assets | 34,489 | |
Total current assets of discontinued operations | 530,627 | |
Property, plant and equipment, net | 267,866 | |
Operating lease right-of-use assets | 10,559 | |
Advances to suppliers, net of current portion | 13,993 | |
Other long-term assets | 53,395 | |
Total assets | 876,440 | |
Current Liabilities: | ||
Accounts payable | 234,697 | |
Accrued and other current liabilities | 87,614 | |
Contract liabilities, current portion | 47,096 | |
Short-term debt and current portion of long-term debt | 60,383 | |
Current liabilities of discontinued operations | 431,694 | |
Long-term debt | 1,487 | |
Convertible debt, net of current portion | 0 | |
Contract liabilities, net of current portion | 35,616 | |
Other long-term liabilities | 46,526 | |
Total liabilities | $ 524,755 |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss before income taxes and equity in earnings (losses) of unconsolidated investees | $ (70,761) | $ (29,417) | $ (125,599) | $ (131,181) |
Provision for income taxes | 6,137 | (2,450) | 3,191 | (7,169) |
Equity in earnings (losses) of unconsolidated investees | 58 | (807) | (586) | (1,334) |
Net loss from discontinued operations attributable to stockholders | (64,566) | (32,674) | (122,994) | (139,684) |
Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests | (258) | (987) | (1,313) | (3,057) |
Net loss from discontinued operations attributable to stockholders | (64,824) | (33,661) | (124,307) | (142,741) |
Spinoff | Maxeon Solar | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 63,272 | 189,916 | 357,164 | 569,856 |
Gross loss | (30,820) | 2,756 | (26,609) | (46,637) |
Operating expense | 33,177 | 30,601 | 92,581 | 82,191 |
Operating loss | (63,997) | (27,845) | 119,191 | (128,828) |
Loss before income taxes and equity in earnings (losses) of unconsolidated investees | (70,761) | (29,417) | (125,599) | (131,181) |
Provision for income taxes | 6,137 | (2,450) | 3,191 | (7,169) |
Equity in earnings (losses) of unconsolidated investees | 58 | (807) | (586) | (1,334) |
Net loss from discontinued operations attributable to stockholders | (64,566) | (32,674) | (122,994) | (139,684) |
Net income from discontinued operations attributable to noncontrolling interests and redeemable noncontrolling interests | (258) | (987) | (1,313) | (3,057) |
Net loss from discontinued operations attributable to stockholders | $ (64,824) | $ (33,661) | $ (124,307) | $ (142,741) |
Discontinued Operations - Non-c
Discontinued Operations - Non-cash Transactions (Details) - Spinoff - Maxeon Solar - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | $ 31,143 | $ 34,759 |
Stock-based compensation | 6,401 | 5,246 |
Equity in losses of unconsolidated investees | 586 | 1,334 |
Gain from sale of investments | 0 | 6,275 |
Purchases of property, plant and equipment | 10,707 | 31,523 |
Aged supplier financing balances reclassified from accounts payable to short-term debt | $ 63,111 | $ 22,852 |
Transactions with Total and T_3
Transactions with Total and Total S.A. - Narrative (Details) - Total - USD ($) $ / shares in Units, $ in Billions | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2011 | Jun. 30, 2011 | Sep. 27, 2020 | |
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 52.00% | ||
Tender Offer Agreement | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 60.00% | ||
Consideration received in cash tender offer (in dollars per share) | $ 23.25 | ||
Cash tender offer | $ 1.4 | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Ownership after sale of stock, percentage | 66.00% | ||
Consideration received in cash tender offer (in dollars per share) | $ 8.80 | ||
Number of shares of common stock issued and sold | 18,600,000 |
Transactions with Total and T_4
Transactions with Total and Total S.A. - Supply Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Dec. 29, 2019 | Sep. 27, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |||||
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 274,806 | $ 286,042 | $ 783,019 | $ 690,608 | ||||||
Solar power systems, components, and other | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 6,200 | 267,619 | [1] | $ 277,280 | [1] | 765,316 | [1] | $ 665,623 | [1] | |
Total | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 6,400 | |||||||||
Total | Solar power systems, components, and other | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 34,300 | $ 65,700 | ||||||||
[1] | We have related-party transactions with Total SE and its affiliates as well as unconsolidated entities in which we have 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," and "other income (expense), net: interest expense" financial statement line items in our condensed consolidated statements of operations (see Note 3 and Note 11). |
Transactions with Total and T_5
Transactions with Total and Total S.A. - Affiliation Agreement (Details) - Total | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transaction [Line Items] | |
Ownership after sale of stock, percentage | 52.00% |
Standstill Agreements | |
Related Party Transaction [Line Items] | |
Ownership after sale of stock, percentage | 15.00% |
Limitations on transfer of outstanding shares, percentage | 0.40 |
Standstill Agreements | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of voting interests acquired in business acquisition | 100.00% |
Transactions with Total and T_6
Transactions with Total and Total S.A.- 0.875% Debentures Due 2021 (Details) | Sep. 01, 2020$ / sharesshares | Jun. 29, 2014 | Sep. 27, 2020USD ($) | Sep. 27, 2020USD ($) | Sep. 29, 2019USD ($) | Dec. 29, 2019USD ($) | Jun. 30, 2014USD ($)$ / shares |
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 894,773,000 | $ 894,773,000 | $ 986,244,000 | ||||
Cash paid for repurchase of convertible debt | $ 95,178,000 | $ 0 | |||||
0.875% debentures due 2021 | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 0.875% | 0.875% | 0.875% | ||||
Debt face amount | $ 400,000,000 | ||||||
Conversion ratio | 25.1388 | 20.5071 | |||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 39.78 | $ 48.76 | |||||
Shares to be acquired | shares | 4,865,886 | ||||||
Convertible debt repurchased | $ 8,100,000 | $ 98,400,000 | |||||
Cash paid for repurchase of convertible debt | 95,100,000 | ||||||
Gain on extinguishment of debt | 100,000 | ||||||
0.875% debentures due 2021 | Total | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 250,000,000 | ||||||
Convertible debt repurchased | 56,400,000 | ||||||
0.875% debentures due 2021 | Third Party Investors | |||||||
Related Party Transaction [Line Items] | |||||||
Gain on extinguishment of debt | $ 0 | $ 3,100,000 |
Transactions with Total and T_7
Transactions with Total and Total S.A. - 4.00% Debentures Due 2023 (Details) | Sep. 01, 2020$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Sep. 27, 2020USD ($) | Dec. 29, 2019USD ($) |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 894,773,000 | $ 986,244,000 | ||
4.00% debentures due 2023 | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 4.00% | 4.00% | ||
Debt face amount | $ 425,000,000 | |||
Conversion ratio | 40.1552 | 32.7568 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 24.90 | $ 30.53 | ||
Shares to be acquired | shares | 4,015,515 | |||
4.00% debentures due 2023 | Total | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 100,000,000 |
Transactions with Total and T_8
Transactions with Total and Total S.A. - Joint Solar Projects with Total and its Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 27, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Jun. 30, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Related Party Transaction [Line Items] | |||||||
Accounts receivable | $ 14,284 | $ 14,284 | $ 23,900 | ||||
Ownership interests in co-development solar project, percentage sold | 25.00% | 25.00% | |||||
Revenue | 274,806 | $ 286,042 | 783,019 | $ 690,608 | |||
Other, Net | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from divestiture of interest in joint venture | 4,600 | ||||||
Gain from sale of joint venture interest | $ 2,900 | ||||||
Other, Net | CHILE | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interests in co-development solar project, percentage sold | 50.00% | ||||||
Proceeds from divestiture of interest in joint venture | $ 14,100 | ||||||
Gain from sale of joint venture interest | 11,000 | ||||||
Total | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | $ 6,400 | ||||||
Total | Related-Party Transactions with Total and its Affiliates | |||||||
Related Party Transaction [Line Items] | |||||||
Contract assets | 44,800 | 44,800 | |||||
Accounts receivable | 267 | 267 | $ 3,973 | ||||
Accounts receivable | Total | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable | $ 300 | $ 300 |
Transactions with Total and T_9
Transactions with Total and Total S.A. - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 14,284 | $ 23,900 |
Total | Related-Party Transactions with Total and its Affiliates | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 267 | $ 3,973 |
Transactions with Total and _10
Transactions with Total and Total S.A. - Revenue from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 27, 2020 | Dec. 29, 2019 | Sep. 27, 2020 | Dec. 29, 2019 | Dec. 31, 2015 | Jun. 30, 2014 | |
Revenue: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Solar power systems, components, and other | $ 34,465 | $ 112 | $ 98,244 | $ 112 | ||
Cost of revenue | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases of photovoltaic modules (recorded in cost of revenue) | 26,177 | 84 | 70,501 | 84 | ||
Research and development expense: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Gain on extinguishment of debt | 104 | 0 | 1,954 | 0 | ||
Credit Support Agreement | Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | 0 | 93 | $ 13 | 244 | ||
0.875% debentures due 2021 | ||||||
Related Party Transaction [Line Items] | ||||||
Gain on extinguishment of debt | $ 100 | |||||
Interest rate | 0.875% | 0.875% | 0.875% | |||
0.875% debentures due 2021 | Third Party Investors | ||||||
Related Party Transaction [Line Items] | ||||||
Gain on extinguishment of debt | $ 0 | $ 3,100 | ||||
0.875% debentures due 2021 | Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 384 | 547 | $ 1,216 | 1,641 | ||
4.00% debentures due 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 4.00% | 4.00% | 4.00% | |||
4.00% debentures due 2023 | Interest expense: | Total | Related-Party Transactions with Total and its Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 1,000 | $ 1,000 | $ 3,000 | $ 3,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 274,806 | $ 286,042 | $ 783,019 | $ 690,608 |
Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 197,785 | 204,090 | 584,764 | 482,270 |
Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 74,258 | 63,524 | 175,264 | 155,773 |
Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,763 | 18,428 | 22,991 | 52,565 |
Solar power systems sales and EPC services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 267,544 | 262,547 | 741,853 | 628,335 |
Solar power systems sales and EPC services | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 191,016 | 195,686 | 568,303 | 458,141 |
Solar power systems sales and EPC services | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 73,840 | 58,507 | 170,403 | 147,221 |
Solar power systems sales and EPC services | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,688 | 8,354 | 3,147 | 22,973 |
Operations and maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 75 | 14,733 | 23,463 | 37,288 |
Operations and maintenance | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operations and maintenance | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 4,659 | 3,619 | 7,696 |
Operations and maintenance | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 75 | 10,074 | 19,844 | 29,592 |
Residential leasing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,284 | 3,523 | 3,937 | 9,083 |
Residential leasing | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,284 | 3,523 | 3,937 | 9,083 |
Residential leasing | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Residential leasing | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Solar services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,903 | 5,239 | 13,766 | 15,902 |
Solar services | Residential, Light Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,485 | 4,881 | 12,524 | 15,046 |
Solar services | Commercial and Industrial Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 418 | 358 | 1,242 | 856 |
Solar services | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue or cost impact threshold | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Net Change in Estimate (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020USD ($)positions | Sep. 29, 2019USD ($)positions | Sep. 27, 2020USD ($)positions | Sep. 29, 2019USD ($)positions | |
Revenue from Contract with Customer [Abstract] | ||||
Increase (decrease) in revenue from net changes in transaction prices | $ 1,142 | $ 0 | $ 834 | $ (3,301) |
Increase (decrease) in revenue from net changes in input cost estimates | (1,041) | 1,734 | (1,092) | 4,144 |
Net decrease in revenue from net changes in estimates | $ 101 | $ 1,734 | $ (258) | $ 843 |
Number of projects | positions | 2 | 1 | 4 | 2 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 0.30% | 3.60% | (0.20%) | 1.50% |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Decrease in contract assets, excluding deconsolidation | $ 5.7 | $ 4.5 | ||
Increase (decrease) in contract assets | $ 26 | $ 18.4 | ||
Increase (decrease) in contract with customer, liability, including addbacks | (2) | 15.2 | (6.7) | 16.7 |
Revenue recognized | $ 26.9 | $ 32.5 | $ 78.4 | $ 29.2 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Millions | 9 Months Ended |
Sep. 27, 2020USD ($) | |
Various Distribution Generation Projects | |
Disaggregation of Revenue [Line Items] | |
Percentage of revenue recognized | 76.90% |
Solar power systems sales and EPC services | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 140.5 |
Modules and components [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue, remaining performance obligation, amount | $ 211.9 |
Business Divestiture - Narrativ
Business Divestiture - Narrative (Details) - USD ($) $ in Thousands | May 14, 2020 | Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | [1] | $ 15,418 | $ 40,491 | ||||
Gain on disposition | $ 0 | $ 0 | 10,458 | 143,400 | |||
Tax expense | 36,725 | $ 2,928 | 38,716 | $ 10,074 | |||
NovaSource | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | 16,000 | ||||||
Escrow holdback reserve | $ 5,300 | $ 5,300 | |||||
Holdback related to business divestitures | $ 15,000 | ||||||
Amortization period, contract cost | 3 years | 3 years | |||||
Operations and maintenance | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 36,300 | ||||||
Working capital adjustment, upon close | $ 5,324 | $ 5,324 | |||||
Gain on disposition | 10,500 | ||||||
Tax expense | $ 2,100 | 2,100 | |||||
Transaction expense | $ 2,700 | ||||||
[1] | Amount for the nine months ended September 27, 2020 is net of de-consolidated cash of $0.6 million |
Business Divestiture - Assets a
Business Divestiture - Assets and Liabilities (Details) - Operations and maintenance - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Sep. 27, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accounts receivable | $ 5,693 |
Disposal Group, Including Discontinued Operation, Contract Assets, Current | 3,239 |
Prepaid expenses, other current assets, and cash | 4,786 |
Other long-term assets | 634 |
Total assets | 14,352 |
Accounts payable | 3,434 |
Contract liabilities, current portion | 4,204 |
Other current liabilities | 808 |
Other long-term liabilities | 2,245 |
Total liabilities | 10,691 |
Net assets | $ 3,661 |
Business Divestiture - Proceeds
Business Divestiture - Proceeds Received (Details) - Operations and maintenance - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Sep. 27, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Purchase price | $ 36,300 |
Holdback receivables, including contracts not novated | (15,000) |
Working capital adjustment, upon close | (5,324) |
Consideration from sale of assets | $ 15,976 |
Business Divestiture - Net Gain
Business Divestiture - Net Gain on Sale (Details) - Operations and maintenance - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 9 Months Ended |
Sep. 27, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net proceeds received | $ 15,976 |
Estimated receivable from amount held back for retained obligations | 7,199 |
Liabilities for loss-making contracts retained | (6,026) |
Book value of net assets sold | (3,661) |
Estimated working capital adjustment, post close | (3,030) |
Net gain on sale | $ 10,458 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts receivable, gross | $ 112,025 | $ 145,392 |
Less: allowance for credit losses | (16,986) | (17,208) |
Less: allowance for sales returns | (283) | (306) |
Accounts receivable, net | 94,756 | 127,878 |
Debt Instrument [Line Items] | ||
Accounts receivable, gross | 112,025 | $ 145,392 |
Loan And Security Agreement Lien | ||
Balance Sheet Related Disclosures [Abstract] | ||
Accounts receivable, gross | 58,100 | |
Debt Instrument [Line Items] | ||
Accounts receivable, gross | $ 58,100 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 19,485 | $ 17,697 | $ 17,208 | $ 12,656 |
Provision for credit losses | (2,568) | (118) | 998 | 1,361 |
Charge offs, net of recoveries | 69 | 647 | (1,220) | 4,209 |
Balance at end of period | $ 16,986 | $ 18,226 | $ 16,986 | $ 18,226 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials1 | $ 31,351 | $ 36,072 |
Work-in-process1 | 791 | 948 |
Finished goods and components | 145,997 | 126,385 |
Inventories | 178,139 | $ 163,405 |
Loan And Security Agreement Lien | ||
Debt Instrument [Line Items] | ||
Inventory, gross | $ 127,400 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred project costs | $ 21,812 | $ 29,202 | |
VAT receivables, current portion | 993 | 2,989 | |
Deferred costs for solar power systems | 23,401 | 29,631 | |
Other receivables | 33,148 | 17,185 | |
Prepaid taxes | 198 | 462 | |
Other | 16,695 | 7,286 | |
Prepaid expenses and other current assets | [1] | $ 96,247 | $ 86,755 |
[1] | We have related-party balances for transactions entered with Maxeon Solar. These related-party balances are recorded within "prepaid expenses and other current assets" and "accrued liabilities" on our condensed consolidated balance sheets (see Note 13). |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 145,316 | $ 143,350 |
Less: accumulated depreciation | (94,919) | (87,490) |
Property, plant and equipment, net | 50,397 | 55,860 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,192 | 17,080 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,385 | 22,237 |
Solar power systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,895 | 29,192 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 57,436 | 62,292 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,909 | 8,043 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,499 | $ 4,506 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property, Plant and Equipment, Net, by Geography (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 50,397 | $ 55,860 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 49,474 | 54,923 |
Philippines | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 294 | 323 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 629 | $ 614 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-term Assets (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Equity investments with readily determinable fair value | $ 331,293 | $ 173,908 |
Equity investments without readily determinable fair value | 801 | 801 |
Equity investments with fair value option | 9,924 | 17,500 |
Long-term inventory | 42,582 | 48,214 |
Other | 38,597 | 37,382 |
Other long-term assets | $ 423,197 | $ 277,805 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and employee benefits | $ 15,865 | $ 28,354 |
Interest payable | 7,713 | 10,161 |
Short-term warranty reserves | 40,505 | 20,868 |
Restructuring reserve | 3,806 | 6,085 |
Legal expenses | 12,244 | 7,846 |
Taxes payable | 25,314 | 18,365 |
Other | 23,200 | 24,597 |
Accrued liabilities | $ 128,647 | $ 116,276 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue | $ 37,458 | $ 40,246 |
Long-term warranty reserves | 47,889 | 80,512 |
Unrecognized tax benefits | 8,181 | 7,218 |
Long-term pension liability | 4,440 | 2,894 |
Derivative financial instruments | 633 | 373 |
Other | 39,380 | 26,531 |
Other long-term liabilities | $ 137,981 | $ 157,774 |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Cumulative translation adjustment | $ 9,604 | $ (12,250) |
Net unrealized loss on derivative financial instruments | 0 | (1,238) |
Net gain on long-term pension liability obligation | (1,529) | 3,976 |
Deferred taxes | 5 | 0 |
Accumulated other comprehensive gain (loss) | $ 8,070 | $ (9,512) |
Solar Services - Operating Leas
Solar Services - Operating Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Leases [Abstract] | |||||
Solar power systems leased | $ 115,775,000 | $ 115,775,000 | $ 116,948,000 | ||
Solar power systems leased and to be leased, gross | 115,775,000 | 115,775,000 | 116,948,000 | ||
Less: accumulated depreciation and impairment | (64,596,000) | (64,596,000) | (62,610,000) | ||
Solar power systems leased, net | 51,179,000 | 51,179,000 | $ 54,338,000 | ||
Noncash impairment charge | $ 0 | $ 0 | $ 0 | $ 4,000,000 |
Solar Services - Lease Payments
Solar Services - Lease Payments to be Received (Details) $ in Thousands | Sep. 27, 2020USD ($) |
Leases [Abstract] | |
Fiscal 2020 (remaining three months) | $ 30 |
Fiscal 2021 | 65 |
Fiscal 2022 | 66 |
Fiscal 2023 | 66 |
Fiscal 2024 | 66 |
Thereafter | 959 |
Total | $ 1,252 |
Solar Services - Narrative (Det
Solar Services - Narrative (Details) - USD ($) $ in Thousands | Jan. 13, 2020 | Nov. 05, 2018 | Sep. 27, 2020 | Sep. 29, 2019 | |
Debt Instrument [Line Items] | |||||
Proceeds from divestiture of businesses | [1] | $ 15,418 | $ 40,491 | ||
Long-term debt | $ 216,200 | ||||
SunStrong Partners | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage | 49.00% | ||||
Proceeds from divestiture of businesses | $ 10,000 | ||||
Proceeds from contributions from affiliates | 7,000 | ||||
Proceeds from collection of other receivables | 4,000 | ||||
Gain on refinancing | 3,000 | ||||
Subordinate Mezzanine Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 72,800 | ||||
[1] | Amount for the nine months ended September 27, 2020 is net of de-consolidated cash of $0.6 million |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Other long-term assets: | ||
Equity investments with readily determinable fair value | $ 331,293 | $ 173,908 |
Total assets | 341,217 | 191,408 |
Other long-term liabilities: | ||
Interest rate swap contracts | 633 | 373 |
Total liabilities | 633 | 373 |
Level 3 | ||
Other long-term assets: | ||
Total assets | 9,924 | 17,500 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Other long-term assets: | ||
Total assets | 0 | 0 |
Other long-term liabilities: | ||
Total liabilities | 633 | 373 |
Level 1 | ||
Other long-term assets: | ||
Total assets | 331,293 | 173,908 |
Other long-term liabilities: | ||
Total liabilities | 0 | 0 |
Other long-term assets: | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 9,924 | 17,500 |
Equity investments with readily determinable fair value | 331,293 | 173,908 |
Other long-term assets: | Level 3 | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 9,924 | 17,500 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 2 | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 0 | 0 |
Equity investments with readily determinable fair value | 0 | 0 |
Other long-term assets: | Level 1 | ||
Other long-term assets: | ||
Equity investments with fair value option ("FVO") | 0 | 0 |
Equity investments with readily determinable fair value | 331,293 | 173,908 |
Other long-term liabilities: | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 633 | 373 |
Other long-term liabilities: | Level 3 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 0 | 0 |
Other long-term liabilities: | Level 2 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | 633 | 373 |
Other long-term liabilities: | Level 1 | ||
Other long-term liabilities: | ||
Interest rate swap contracts | $ 0 | $ 0 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 27, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Proceeds from sale of equity investment | $ 119,439 | $ 42,957 | |
Cash contributions | $ 100 | ||
Total equity investment with fair value option | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Proceeds from sale of equity investment | 7,700 | ||
SunStrong Partners | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Proceeds from sale of equity investment | 7,200 | ||
SunStrong Capital Holdings | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Proceeds from sale of equity investment | 500 | ||
Total equity investment with fair value option | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance as of December 29, 2019 | 17,500 | ||
Equity Distribution1 | (7,724) | ||
Additional Investment2 | 148 | ||
Ending balance as of September 27, 2020 | $ 9,924 | $ 9,924 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 significant unobservable input sensitivity (Details) - Equity investments - Level 3 $ in Thousands | Sep. 27, 2020USD ($) |
Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Total assets | $ 9,924 |
Measurement Input, Default Rate | Minimum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.125 |
Measurement Input, Default Rate | Minimum | Valuation Technique, Residual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.075 |
Measurement Input, Default Rate | Maximum | Discounted cash flows | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.13 |
Measurement Input, Default Rate | Maximum | Valuation Technique, Residual | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.0775 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 27, 2020 | Aug. 09, 2018 | Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized gain (loss) on investments | $ 155.4 | $ 28.5 | $ 274.4 | $ 129 | ||
Enphase Shares | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Shares issuable to the Company at closing of agreement | 4,500,000 | 7,500,000 | ||||
Investment shares sold (in shares) | 1,000,000 | 2,000,000 | 1,000,000 | |||
Proceeds from sale of equity investment | $ 73.3 | $ 117 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 27, 2020USD ($) | Dec. 29, 2019employees | Sep. 29, 2019USD ($) | Sep. 27, 2020USD ($) | Jun. 30, 2020employees | Sep. 29, 2019USD ($) | Sep. 30, 2018USD ($)employees | Sep. 27, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Non-cash restructuring charges | $ (97) | $ 4,252 | $ 2,738 | $ 6,626 | ||||
Restructuring incurred cost | 10,200 | |||||||
February 2018 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected as a percentage of global workforce | 3.00% | |||||||
Minimum | February 2018 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 150 | |||||||
Non-cash restructuring charges | $ 20,000 | |||||||
Severance costs | 11,000 | |||||||
Payments for restructuring | 12,000 | |||||||
Real estate lease termination and other associated costs | $ 9,000 | |||||||
Minimum | Spinoff | December 2019 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 145 | |||||||
Reorganization, number of jobs affected as a percentage of global workforce | 3.00% | |||||||
Restructuring and related cost, exiting period | 12 months | |||||||
Non-cash restructuring charges | 16,000 | |||||||
Severance costs | 8,000 | |||||||
Retention cost | 8,000 | |||||||
Payments for restructuring | $ 14,000 | |||||||
Minimum | Spinoff | December 2019 Restructuring Plan | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 65 | |||||||
Minimum | Spinoff | December 2019 Restructuring Plan | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 80 | |||||||
Maximum | February 2018 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 250 | |||||||
Non-cash restructuring charges | $ 30,000 | |||||||
Severance costs | 16,000 | |||||||
Payments for restructuring | 20,000 | |||||||
Real estate lease termination and other associated costs | $ 14,000 | |||||||
Maximum | Spinoff | December 2019 Restructuring Plan | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 160 | |||||||
Restructuring and related cost, exiting period | 18 months | |||||||
Non-cash restructuring charges | 22,000 | |||||||
Severance costs | 11,000 | |||||||
Retention cost | $ 11,000 | |||||||
Payments for restructuring | $ 19,000 | |||||||
Maximum | Spinoff | December 2019 Restructuring Plan | SunPower Technologies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 70 | |||||||
Maximum | Spinoff | December 2019 Restructuring Plan | SunPower Energy Services | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Reorganization, number of jobs affected | employees | 90 |
Restructuring - Cost (Details)
Restructuring - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | $ (97) | $ 4,252 | $ 2,738 | $ 6,626 |
Cumulative To Date | 78,856 | 78,856 | ||
December 2019 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | (104) | 0 | 2,784 | 0 |
Cumulative To Date | 10,180 | 10,180 | ||
February 2018 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 7 | 4,218 | 19 | 6,622 |
Cumulative To Date | 13,612 | 13,612 | ||
Legacy Restructuring Plans | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | (65) | |||
Legacy restructuring plan charges (credits) | February 2018 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 0 | 3,527 | 0 | 5,874 |
Cumulative To Date | 5,874 | 5,874 | ||
Legacy restructuring plan charges (credits) | Legacy Restructuring Plans | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 0 | 34 | (65) | 4 |
Cumulative To Date | 55,064 | 55,064 | ||
Severance and benefit charges (credits) | December 2019 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | (104) | 0 | 2,784 | 0 |
Cumulative To Date | 10,139 | 10,139 | ||
Severance and benefit charges (credits) | February 2018 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 0 | (12) | 0 | (46) |
Cumulative To Date | 6,210 | 6,210 | ||
Lease and related termination costs | February 2018 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 0 | 213 | (26) | 213 |
Cumulative To Date | 528 | 528 | ||
Other costs (credits)1 | December 2019 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 0 | 0 | 0 | 0 |
Cumulative To Date | 41 | 41 | ||
Other costs (credits)1 | February 2018 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business reorganization costs | 7 | $ 490 | 45 | $ 581 |
Cumulative To Date | $ 1,000 | $ 1,000 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | $ 6,085 | |||
Charges (Benefits) | $ (97) | $ 4,252 | 2,738 | $ 6,626 |
(Payments) Recoveries | (5,017) | |||
Restructuring reserve, end | 3,806 | 3,806 | ||
December 2019 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 5,822 | |||
Charges (Benefits) | (104) | 0 | 2,784 | 0 |
(Payments) Recoveries | (5,000) | |||
Restructuring reserve, end | 3,606 | 3,606 | ||
February 2018 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 76 | |||
Charges (Benefits) | 7 | 4,218 | 19 | 6,622 |
(Payments) Recoveries | (25) | |||
Restructuring reserve, end | 70 | 70 | ||
Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 187 | |||
Charges (Benefits) | (65) | |||
(Payments) Recoveries | 8 | |||
Restructuring reserve, end | 130 | 130 | ||
Legacy restructuring plan charges (credits) | February 2018 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 0 | 3,527 | 0 | 5,874 |
Legacy restructuring plan charges (credits) | Legacy Restructuring Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 0 | 34 | (65) | 4 |
Severance and benefit charges (credits) | December 2019 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 5,822 | |||
Charges (Benefits) | (104) | 0 | 2,784 | 0 |
(Payments) Recoveries | (5,000) | |||
Restructuring reserve, end | 3,606 | 3,606 | ||
Severance and benefit charges (credits) | February 2018 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 76 | |||
Charges (Benefits) | 0 | (12) | 0 | (46) |
(Payments) Recoveries | (6) | |||
Restructuring reserve, end | 70 | 70 | ||
Lease and related termination costs | February 2018 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 0 | 213 | (26) | 213 |
(Payments) Recoveries | 26 | |||
Restructuring reserve, end | 0 | 0 | ||
Other costs (credits)1 | December 2019 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges (Benefits) | 0 | 0 | 0 | 0 |
Other costs (credits)1 | February 2018 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning | 0 | |||
Charges (Benefits) | 7 | $ 490 | 45 | $ 581 |
(Payments) Recoveries | (45) | |||
Restructuring reserve, end | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Facility and Equipment Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |||
Loss Contingencies [Line Items] | ||||||
Operating lease expense | $ 3,524 | $ 2,700 | $ 10,458 | $ 7,890 | ||
Sublease income (expense) | (111) | (20) | (166) | (330) | ||
Rent expense | 3,413 | 2,680 | 10,292 | 7,560 | ||
Operating cash flows for operating leases1 | 7,117 | 2,849 | 14,314 | 11,411 | ||
Right-of-use assets obtained in exchange for lease obligations | $ 8,362 | $ 8,939 | $ 21,786 | [1] | $ 103,744 | [1] |
Weighted-average remaining lease term (in years) - operating leases | 7 years 6 months | 7 years | 7 years 6 months | 7 years | ||
Weighted-average discount rate - operating leases | 9.00% | 9.00% | 9.00% | 9.00% | ||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, renewal term | 1 year | 1 year | ||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, renewal term | 10 years | 10 years | ||||
[1] | Amounts for the nine months ended September 29, 2019 include the transition adjustment for the adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASC 842") and additional |
Commitments and Contingencies_2
Commitments and Contingencies - Future Maturities (Details) $ in Thousands | Sep. 27, 2020USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2020 (remaining three months) | $ 3,450 |
2021 | 14,712 |
2022 | 14,217 |
2023 | 11,217 |
2024 | 7,675 |
Thereafter | 26,937 |
Total lease payments | 78,208 |
Less: imputed interest | (24,114) |
Total | 54,094 |
Operating leases not yet commenced, amount | $ 24,200 |
Operating leases not yet commenced, term of contracts | 17 years |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitment (Details) $ in Thousands | 9 Months Ended |
Sep. 27, 2020USD ($)vendor | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments supply and price, term | 2 years |
Purchase commitments, number of vendors | vendor | 1 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Fiscal 2020 (remaining three months) | $ 155,486 |
Fiscal 2021 | 205,998 |
Fiscal 2022 | 94,686 |
Fiscal 2023 | 33,148 |
Fiscal 2024 | 1,710 |
Thereafter | 6,082 |
Total | 497,110 |
Future purchase obligations related to non-cancellable purchase orders | 47,900 |
Future purchase obligations related to long-term supply agreements | $ 449,200 |
Commitments and Contingencies_4
Commitments and Contingencies - Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Balance at the beginning of the period | $ 92,400 | $ 108,025 | $ 101,381 | $ 121,512 |
Accruals for warranties issued during the period | 4,996 | 1,742 | 14,068 | 12,707 |
Settlements and adjustments during the period | (9,002) | (11,944) | (27,055) | (36,396) |
Balance at the end of the period | $ 88,394 | $ 97,823 | 88,394 | $ 97,823 |
Excluded warranties, defects | $ 38,400 |
Commitments and Contingencies_5
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 28, 2020 | Sep. 27, 2020 | Dec. 29, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Extended product warranty accrual, current | $ 7,700 | $ 7,500 | |
Extended product warranty accrual, noncurrent | 600 | 2,800 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 8,200 | $ 7,200 | |
Tax adjustments, settlements, and unusual provisions | $ 8,300 | 10,500 | |
Estimated litigation liability | 1,800 | ||
Contractual obligation, to be paid, remainder of fiscal year | 25,800 | ||
Contractual obligation, to be paid, 2021 | 116,600 | ||
Contractual obligation, to be paid, 2022 | $ 125,800 |
Equity Investments - Equity Met
Equity Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with readily determinable fair value | $ 331,293 | $ 331,293 | $ 173,908 | |
Equity investments without readily determinable fair value: | 801 | 801 | 801 | |
Equity investments with fair value option | 9,924 | 9,924 | 17,500 | |
Equity method investments | 342,018 | 342,018 | 192,209 | |
Proceeds from return of capital | 119,439 | $ 42,957 | ||
Cash contributions | 100 | |||
Enphase Energy, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with readily determinable fair value | 331,293 | 331,293 | 173,908 | |
Project entities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value: | 122 | 122 | 122 | |
Other Equity Investments Without Readily Determinable Fair Value | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments without readily determinable fair value: | 679 | 679 | 679 | |
SunStrong Capital Holdings | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option | 7,645 | 7,645 | 8,000 | |
Proceeds from return of capital | 500 | |||
SunStrong Partners | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option | 2,279 | 2,279 | 9,500 | |
Proceeds from return of capital | 7,200 | |||
Total equity investment with fair value option | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investments with fair value option | $ 9,924 | 9,924 | $ 17,500 | |
Proceeds from return of capital | $ 7,700 |
Equity Investments - Unconsolid
Equity Investments - Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 342,018 | $ 342,018 | $ 192,209 | ||
Proceeds from sale of equity investment | 119,439 | $ 42,957 | |||
Cash contributions | 100 | ||||
SunStrong Partners | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of equity investment | 7,200 | ||||
SunStrong Partners | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 9,500 | ||||
Ownership percentage | 10.00% | ||||
VIE maximum exposure loss | 250,000 | 250,000 | |||
Proceeds from sale of equity investment | 7,200 | ||||
SunStrong Capital Holdings | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of equity investment | 500 | ||||
SunStrong Capital Holdings | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 47.50% | ||||
Proceeds from sale of equity investment | 500 | ||||
Hannon Armstrong | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 45.10% | ||||
SunPower Corp | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 44.90% | ||||
Total equity investment with fair value option | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of equity investment | 7,700 | ||||
Total equity investment with fair value option | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of equity investment | 7,700 | ||||
Ultralight 2 | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cash contributions | 100 | ||||
Accounts receivable | 9,200 | 9,200 | |||
Customer advances | $ 5,400 | $ 5,400 |
Equity Investments - Summarized
Equity Investments - Summarized Financial Information of Unconsolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Schedule of Investments [Line Items] | |||||
Gross loss | $ 37,140 | $ 45,495 | $ 91,976 | $ 77,403 | |
Net income | 44,626 | (15,017) | 62,573 | 16,718 | |
Current assets | 861,328 | 861,328 | $ 1,380,931 | ||
Current liabilities | 754,298 | 754,298 | 898,409 | ||
SunStrong Capital Holdings | Variable Interest Entity, Not Primary Beneficiary | |||||
Schedule of Investments [Line Items] | |||||
Revenue | 31,299 | 23,288 | 90,056 | 46,450 | |
Gross loss | 1,057 | (11,189) | (5,839) | (12,398) | |
Net income | 13,596 | $ (9,162) | 35,019 | $ (5,906) | |
Current assets | 89,684 | 89,684 | 225,576 | ||
Long-term assets | 1,325,344 | 1,325,344 | 1,049,451 | ||
Current liabilities | 48,280 | 48,280 | 125,601 | ||
Long-term liabilities | $ 1,085,962 | $ 1,085,962 | $ 847,365 |
Equity Investments - Consolidat
Equity Investments - Consolidated VIEs (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020USD ($) | Sep. 27, 2020USD ($) | Dec. 29, 2019USD ($) | Sep. 29, 2019USD ($)MW | |
Variable Interest Entity [Line Items] | ||||
Debt face amount | $ 894,773,000 | $ 894,773,000 | $ 986,244,000 | |
Assets | 1,449,309,000 | 1,449,309,000 | $ 2,171,921,000 | |
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Revenue | 4,700,000 | 8,100,000 | ||
Assets | $ 121,400,000 | |||
SunPower Corp | ||||
Variable Interest Entity [Line Items] | ||||
Equity contributions by other parties | 6,000,000 | |||
Hannon Armstrong | ||||
Variable Interest Entity [Line Items] | ||||
Equity contributions by other parties | $ 6,000,000 | |||
Solar Sail | ||||
Variable Interest Entity [Line Items] | ||||
Inventory financed | MW | 200 | |||
Solar Sail | Hannon Armstrong | ||||
Variable Interest Entity [Line Items] | ||||
Debt face amount | $ 112,600,000 | $ 112,600,000 |
Equity Investments - Related Pa
Equity Investments - Related Party Transactions with Investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Accounts receivable | $ 14,284 | $ 14,284 | $ 23,900 | ||
Accrued liabilities | 0 | 0 | 7,540 | ||
Contract liabilities | 27,938 | 27,938 | $ 29,599 | ||
Revenues and fees received from investees for products/services | $ 47,378 | $ 38,963 | $ 146,570 | $ 60,369 |
Debt and Credit Sources - Sched
Debt and Credit Sources - Schedule of Debt (Details) - USD ($) | Sep. 27, 2020 | Dec. 29, 2019 | Dec. 31, 2015 | Dec. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2010 |
Debt Instrument [Line Items] | ||||||
Face Value | $ 894,773,000 | $ 986,244,000 | ||||
Short-term | 397,883,000 | 44,473,000 | ||||
Long-term Debt | 490,518,000 | 932,599,000 | ||||
Total | $ 888,401,000 | 977,072,000 | ||||
0.875% debentures due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 400,000,000 | |||||
Interest rate | 0.875% | 0.875% | ||||
4.00% debentures due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 425,000,000 | |||||
Interest rate | 4.00% | 4.00% | ||||
CEDA loan | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 30,000,000 | 30,000,000 | $ 30,000,000 | |||
Short-term | 0 | 0 | ||||
Long-term Debt | 29,200,000 | 29,141,000 | ||||
Total | 29,200,000 | 29,141,000 | ||||
Non-recourse financing and other debt | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 138,190,000 | 131,244,000 | ||||
Short-term | 96,625,000 | 44,473,000 | ||||
Long-term Debt | 39,186,000 | 83,199,000 | ||||
Total | 135,811,000 | 127,672,000 | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 726,583,000 | 825,000,000 | ||||
Convertible Debt | 0.875% debentures due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | 301,583,000 | 400,000,000 | ||||
Short-term | 301,258,000 | 0 | ||||
Long-term Debt | $ 0 | 399,058,000 | ||||
Total | 399,058,000 | |||||
Interest rate | 0.875% | 0.875% | ||||
Convertible Debt | 4.00% debentures due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Face Value | $ 425,000,000 | 425,000,000 | ||||
Short-term | 0 | 0 | ||||
Long-term Debt | 422,132,000 | 421,201,000 | ||||
Total | $ 422,132,000 | $ 421,201,000 |
Debt and Credit Sources - Sch_2
Debt and Credit Sources - Schedule of Maturities (Details) - USD ($) | Sep. 27, 2020 | Dec. 29, 2019 |
Debt Disclosure [Abstract] | ||
Fiscal 2020 (remaining three months) | $ 39,867,000 | |
Fiscal 2021 | 377,774,000 | |
Fiscal 2022 | 17,395,000 | |
Fiscal 2023 | 425,733,000 | |
Fiscal 2024 | 774,000 | |
Thereafter | 33,230,000 | |
Total | $ 894,773,000 | $ 986,244,000 |
Debt and Credit Sources - Sch_3
Debt and Credit Sources - Schedule of Convertible Debt (Details) - USD ($) | Sep. 27, 2020 | Dec. 29, 2019 | Dec. 31, 2015 | Dec. 28, 2014 | Jun. 30, 2014 |
Debt Instrument [Line Items] | |||||
Face Value | $ 894,773,000 | $ 986,244,000 | |||
0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 400,000,000 | ||||
Interest rate | 0.875% | 0.875% | |||
4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Face Value | $ 425,000,000 | ||||
Interest rate | 4.00% | 4.00% | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | $ 723,390,000 | 820,259,000 | |||
Face Value | 726,583,000 | 825,000,000 | |||
Fair value | 697,918,000 | 719,668,000 | |||
Convertible Debt | 0.875% debentures due 2021 | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | 301,258,000 | 399,058,000 | |||
Face Value | 301,583,000 | 400,000,000 | |||
Fair value | $ 296,794,000 | 371,040,000 | |||
Interest rate | 0.875% | 0.875% | |||
Convertible Debt | 4.00% debentures due 2023 | |||||
Debt Instrument [Line Items] | |||||
Carrying Value | $ 422,132,000 | 421,201,000 | |||
Face Value | 425,000,000 | 425,000,000 | |||
Fair value | $ 401,124,000 | $ 348,628,000 |
Debt and Credit Sources - Narra
Debt and Credit Sources - Narrative (Details) | Sep. 01, 2020$ / sharesshares | Oct. 29, 2019USD ($) | Jun. 28, 2018USD ($) | Dec. 31, 2015USD ($)$ / shares | Jun. 29, 2014 | Sep. 27, 2020USD ($) | Sep. 27, 2020USD ($) | Sep. 29, 2019USD ($) | Dec. 29, 2019USD ($) | Sep. 27, 2019MW | Mar. 29, 2019USD ($) | Dec. 28, 2014 | Jun. 30, 2014USD ($)$ / shares | Sep. 30, 2011USD ($) | Dec. 31, 2010USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | $ 894,773,000 | $ 894,773,000 | $ 986,244,000 | ||||||||||||
Cash paid for repurchase of convertible debt | 95,178,000 | $ 0 | |||||||||||||
Non-recourse financing arrangements | 15,700,000 | 15,700,000 | |||||||||||||
Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | 726,583,000 | 726,583,000 | 825,000,000 | ||||||||||||
CEDA loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 8.50% | ||||||||||||||
Revolving Credit Facility | Credit Agricole | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 55,000,000 | ||||||||||||||
Fair market value limit | 67.00% | ||||||||||||||
Commitment fee | 0.05% | ||||||||||||||
Guaranty fee rate | 0.25% | ||||||||||||||
Revolving Credit Facility | Credit Agricole | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread | 0.25% | ||||||||||||||
Revolving Credit Facility | Credit Agricole | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread | 0.60% | ||||||||||||||
Letter of Credit | Credit Agricole | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term line of credit | $ 0 | $ 0 | 0 | ||||||||||||
0.875% debentures due 2021 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 0.875% | 0.875% | 0.875% | ||||||||||||
Debt face amount | $ 400,000,000 | ||||||||||||||
Conversion ratio | 25.1388 | 20.5071 | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 39.78 | $ 48.76 | |||||||||||||
Shares to be acquired | shares | 4,865,886 | ||||||||||||||
Convertible debt repurchased | $ 8,100,000 | $ 98,400,000 | |||||||||||||
Cash paid for repurchase of convertible debt | 95,100,000 | ||||||||||||||
Gain on extinguishment of debt | $ 100,000 | ||||||||||||||
0.875% debentures due 2021 | Total | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | $ 250,000,000 | ||||||||||||||
Convertible debt repurchased | $ 56,400,000 | ||||||||||||||
0.875% debentures due 2021 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 0.875% | 0.875% | 0.875% | ||||||||||||
Debt face amount | $ 301,583,000 | $ 301,583,000 | 400,000,000 | ||||||||||||
4.00% debentures due 2023 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||
Debt face amount | $ 425,000,000 | ||||||||||||||
Conversion ratio | 40.1552 | 32.7568 | |||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 24.90 | $ 30.53 | |||||||||||||
Shares to be acquired | shares | 4,015,515 | ||||||||||||||
4.00% debentures due 2023 | Total | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | $ 100,000,000 | ||||||||||||||
4.00% debentures due 2023 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | $ 425,000,000 | $ 425,000,000 | 425,000,000 | ||||||||||||
Safe Harbor Panels Inventory | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 7.50% | ||||||||||||||
Inventory financed | MW | 200 | ||||||||||||||
Long-term line of credit | 96,800,000 | 96,800,000 | |||||||||||||
Repayments of debt | 2,600,000 | 4,200,000 | |||||||||||||
CEDA loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | 30,000,000 | 30,000,000 | 30,000,000 | $ 30,000,000 | |||||||||||
Debt, fair value | 30,600,000 | 30,600,000 | |||||||||||||
September 2011 Letter of Credit | Letter of Credit | Deutsche Bank | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||||||||||
Letters of credit outstanding, amount | 2,600,000 | 2,600,000 | $ 3,600,000 | ||||||||||||
March 2019 Revolving Credit Facility | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term line of credit | 25,200,000 | 25,200,000 | |||||||||||||
Repayments of debt | 28,100,000 | 40,400,000 | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 60,000,000 | ||||||||||||||
Proceeds from lines of credit | 25,300,000 | 46,400,000 | |||||||||||||
June 2018 Facility Agreement With SunTrust Bank | Line of Credit | SunTrust Bank | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | |||||||||||||
Current borrowing capacity | $ 75,000,000 | ||||||||||||||
June 2018 Facility Agreement With SunTrust Bank | Line of Credit | SunTrust Bank | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Expiration period | 3 years |
Debt and Credit Sources - Non-r
Debt and Credit Sources - Non-recourse Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 27, 2020 | Dec. 29, 2013 | Dec. 29, 2019 | |
Debt Instrument [Line Items] | |||
Non-recourse financing arrangements | $ 15,700 | ||
Arizona loan2 | |||
Debt Instrument [Line Items] | |||
Non-recourse financing arrangements | 5,742 | $ 6,111 | |
Arizona loan2 | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread | 4.13% | ||
Other debt | |||
Debt Instrument [Line Items] | |||
Non-recourse financing arrangements | $ 9,917 | $ 3,004 | |
Other debt | Minimum | |||
Debt Instrument [Line Items] | |||
Expiration period | 85 days | ||
Other debt | Maximum | |||
Debt Instrument [Line Items] | |||
Expiration period | 9 months |
Related Party Transactions (Det
Related Party Transactions (Details) - Corporate Joint Venture - Maxeon Solar $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 27, 2020USD ($) | Sep. 27, 2020USD ($) | |
Related Party Transaction [Line Items] | ||
Purchases of photovoltaic modules (recorded in cost of revenue) | $ 18,895 | $ 18,895 |
Research and development expenses reimbursement | 3,638 | 3,638 |
Income from transition services agreement, net | 1,889 | 1,889 |
Prepaid and other current assets | 16,017 | 16,017 |
Accrued liabilities | 2,373 | 2,373 |
Accounts payable | $ 18,895 | $ 18,895 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ (36,725) | $ (2,928) | $ (38,716) | $ (10,074) | |
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated investees | 146,405 | $ 17,354 | 223,084 | $ 136,775 | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 8,200 | $ 7,200 | $ 8,200 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ (5,800) |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Loss per share Attributable (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 31, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income attributable to stockholders - continuing operations | $ 109,450 | $ 18,644 | $ 186,880 | $ 159,459 | ||
Net loss attributable to stockholders - discontinued operations | (64,824) | (33,661) | (124,307) | (142,741) | ||
Net income (loss) attributable to stockholders | $ 44,626 | $ (15,017) | $ 62,573 | $ 16,718 | ||
Basic weighted-average common shares (in shares) | 170,113,000 | 142,553,000 | 169,646,000 | 142,248,000 | ||
Basic net income per share - continuing operations (usd per share) | $ 0.64 | $ 0.13 | $ 1.10 | $ 1.12 | ||
Basic net income per share - discontinued operations (usd per share) | (0.38) | (0.24) | (0.73) | (1) | ||
Net income (loss) per share - basic (usd per share) | $ 0.26 | $ (0.11) | $ 0.37 | $ 0.12 | ||
Net income available to common stockholders - continuing operations | $ 113,275 | $ 19,335 | $ 198,453 | $ 171,606 | ||
Dilutive weighted-average common shares (shares) | 198,526,000 | 155,583,000 | 200,124,000 | 166,861,000 | ||
Continuing operations (usd per share) | $ 0.57 | $ 0.12 | $ 0.99 | $ 1.03 | ||
Discontinued operations (usd per share) | (0.33) | (0.22) | (0.62) | (0.86) | ||
Net income (loss) per share - diluted (usd per share) | $ 0.24 | $ (0.10) | $ 0.37 | $ 0.17 | ||
Restricted stock units | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Restricted stock units (in shares) | 3,560,000 | 4,827,000 | 3,354,000 | 2,488,000 | ||
0.875% debentures due 2021 | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Restricted stock units (in shares) | 7,785,000 | 8,203,000 | 10,056,000 | 8,203,000 | ||
4.00% debentures due 2023 | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Restricted stock units (in shares) | 17,068,000 | 0 | 17,068,000 | 13,922,000 | ||
Interest rate | 4.00% | 4.00% | ||||
4.00% debentures due 2023 | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Interest on convertible debt | $ 3,358 | $ 0 | $ 10,066 | $ 10,073 | ||
Interest rate | 4.00% | 4.00% | 4.00% | |||
0.875% debentures due 2021 | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Interest on convertible debt | $ 467 | $ 691 | $ 1,507 | $ 2,074 | ||
Interest rate | 0.875% | 0.875% | 0.875% |
Net Income Per Share - Anti-dil
Net Income Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 382 | 559 | 4,774 | 837 |
4.00% debentures due 2023 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 13,922 | 0 | 0 |
Interest rate | 4.00% | 4.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,454 | $ 4,975 | $ 13,386 | $ 13,681 |
Maxeon Solar | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,900 | |||
Incremental compensation cost | 300 | 300 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 4,581 | 5,296 | 13,087 | 14,824 |
Change in stock-based compensation capitalized in inventory | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | (127) | (321) | 299 | (1,143) |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 968 | 854 | 2,154 | 1,586 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 38 | 343 | 575 | 979 |
Sales, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,448 | $ 3,778 | $ 10,657 | $ 11,116 |
Segment and Geographical Info_3
Segment and Geographical Information - Narrative (Details) | Nov. 05, 2018 | Sep. 27, 2020 | Dec. 28, 2014 | Jun. 30, 2014 |
SunStrong Capital Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Equity method investee, percentage ownership sold | 0.49 | |||
Ownership retained after deconsolidation | 0.51 | |||
0.875% debentures due 2021 | ||||
Segment Reporting Information [Line Items] | ||||
Interest rate | 0.875% | 0.875% | ||
0.875% debentures due 2021 | Convertible Debt | ||||
Segment Reporting Information [Line Items] | ||||
Interest rate | 0.875% | 0.875% |
Segment and Geographical Info_4
Segment and Geographical Information - Reconciliation of Other Significant Reconciling Items from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Segment gross profit as reviewed by CODM | $ 37,140 | $ 45,495 | $ 91,976 | $ 77,403 | ||
Adjusted EBITDA | 146,405 | 17,354 | 223,084 | 136,775 | ||
Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 197,710 | 219,880 | 590,141 | 606,994 | ||
Segment gross profit as reviewed by CODM | 34,779 | 28,609 | 94,501 | 64,428 | ||
Adjusted EBITDA | 15,521 | 10,508 | 31,347 | 14,277 | ||
Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 74,334 | 63,524 | 175,264 | 155,773 | ||
Segment gross profit as reviewed by CODM | 5,120 | 2,072 | 14,533 | 8,031 | ||
Adjusted EBITDA | 1,228 | (8,954) | (1,245) | (27,637) | ||
Others | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 10,056 | 33,975 | 55,615 | 78,728 | ||
Segment gross profit as reviewed by CODM | (3,168) | 16,860 | (18,906) | 5,751 | ||
Adjusted EBITDA | (3,192) | 35,565 | (19,279) | 29,864 | ||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment gross profit as reviewed by CODM | 36,731 | 47,541 | 90,128 | 78,210 | ||
Adjusted EBITDA | 13,557 | $ 37,119 | 10,823 | $ 16,504 | ||
Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Segment gross profit as reviewed by CODM | 1,752 | 939 | 11,604 | 19,004 | ||
Intersegment Eliminations | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Intersegment Eliminations | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Intersegment Eliminations | Others | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 7,293 | 15,612 | 32,815 | 26,237 | ||
Dev Co | Operating Segments | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 190,480 | 217,112 | 571,237 | 600,263 | ||
Dev Co | Operating Segments | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 73,790 | 63,127 | 167,543 | 155,081 | ||
Dev Co | Operating Segments | Others | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 2,688 | 8,289 | 2,233 | 22,899 | ||
Power Co | Operating Segments | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 7,230 | 2,768 | 18,904 | 6,731 | ||
Power Co | Operating Segments | Residential, Light Commercial | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 544 | 397 | 7,721 | 692 | ||
Power Co | Operating Segments | Others | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 75 | $ 10,074 | $ 20,567 | $ 29,592 |
Segment and Geographical Info_5
Segment and Geographical Information - Reconciliation of Segment Revenue to Condensed Consolidated GAAP Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 274,806 | $ 286,042 | $ 783,019 | $ 690,608 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 282,100 | 317,379 | 821,020 | 841,495 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (7,294) | (15,612) | (32,816) | (26,237) |
Legacy utility and power plant projects | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 65 | 207 | 259 |
Construction revenue on solar services contracts | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 0 | $ (15,790) | $ (5,392) | $ (124,909) |
Segment and Geographical Info_6
Segment and Geographical Information - Reconciliation of Segment Gross Profit to Condensed Consolidated GAAP Gross Profit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Segment Reporting Information [Line Items] | ||||
Gross profit | $ 37,140 | $ 45,495 | $ 91,976 | $ 77,403 |
Construction revenue on solar services contracts | 274,806 | 286,042 | 783,019 | 690,608 |
Gain on sale and impairment of residential lease assets | 815 | 36,709 | ||
Stock-based compensation | 18,788 | 18,927 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 36,731 | 47,541 | 90,128 | 78,210 |
Construction revenue on solar services contracts | 282,100 | 317,379 | 821,020 | 841,495 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Gross profit | 1,752 | 939 | 11,604 | 19,004 |
Construction revenue on solar services contracts | (7,294) | (15,612) | (32,816) | (26,237) |
Gross Profit | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Legacy utility and power plant projects | 0 | 7 | 34 | (993) |
Legacy sale-leaseback transactions | 0 | 181 | (20) | 4,688 |
Construction revenue on solar services contracts | 0 | (1,160) | (4,735) | (18,052) |
Gain on sale and impairment of residential lease assets | 469 | 511 | 1,375 | 1,268 |
Stock-based compensation | (623) | (741) | (1,653) | (1,370) |
Amortization of intangible assets | $ (1,189) | $ (1,783) | $ (4,757) | $ (5,352) |
Segment and Geographical Info_7
Segment and Geographical Information - Reconciliation of Segments EBITDA to Loss before income taxes and equity in earnings (losses) of unconsolidated investees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | $ 146,405 | $ 17,354 | $ 223,084 | $ 136,775 | ||
Construction revenue on solar services contracts | 274,806 | 286,042 | 783,019 | 690,608 | ||
Stock-based compensation | 18,788 | 18,927 | ||||
Restructuring charges | (97) | 4,252 | 2,738 | 6,626 | ||
Loss (gain) on sale and impairment of residential lease assets | (815) | (36,709) | ||||
Mark-to-market gain on equity investments | 275,645 | 129,038 | ||||
Equity in losses of unconsolidated investees | 0 | (960) | 0 | (716) | ||
Net loss attributable to noncontrolling interests | (488) | 4,191 | 1,199 | 30,417 | ||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 13,557 | $ 37,119 | 10,823 | $ 16,504 | ||
Construction revenue on solar services contracts | 282,100 | $ 317,379 | 821,020 | $ 841,495 | ||
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Segment Reconciling Items | ||||||
Segment Reporting Information [Line Items] | ||||||
Legacy utility and power plant projects | 0 | 7 | 34 | (993) | ||
Legacy sale-leaseback transactions | 0 | 181 | (20) | (5,755) | ||
Construction revenue on solar services contracts | 0 | (1,160) | (4,735) | 8,978 | ||
Stock-based compensation | (4,454) | (4,975) | (13,387) | (13,682) | ||
Amortization of intangible assets | (1,189) | (1,783) | (4,759) | (5,352) | ||
Depreciation and amortization | (5,156) | (5,373) | (12,589) | (19,472) | ||
Transaction-related costs | 0 | (976) | (1,863) | (3,571) | ||
Litigation | (395) | 0 | (880) | 0 | ||
Restructuring charges | 97 | (4,283) | (2,738) | (6,071) | ||
Loss (gain) on sale and impairment of residential lease assets | 83 | (5,135) | 1,122 | (29,002) | ||
Gain on business divestiture | 0 | 0 | 10,529 | 143,400 | ||
Cash interest expense, net of interest income | (6,918) | (7,635) | (24,102) | (25,691) | ||
Mark-to-market gain on equity investments | 155,431 | 27,595 | 274,362 | 128,095 | ||
Gain on convertible notes repurchased | 104 | 0 | 3,060 | 0 | ||
Equity in losses of unconsolidated investees | 0 | 960 | 0 | 716 | ||
Net loss attributable to noncontrolling interests | 230 | (5,178) | (2,512) | (33,474) | ||
Income (Loss) From Continuing Operations Before Income Taxes Minority Interest And Income (Loss) From Equity Method Investments | Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | $ (4,985) | $ (12,010) | $ (9,261) | $ (17,855) |