UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: April 2021
Commission File Number: 001-39368
MAXEON SOLAR TECHNOLOGIES, LTD.
(Exact Name of registrant as specified in its charter)
8 Marina Boulevard #05-02
Marina Bay Financial Centre
018981, Singapore
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAXEON SOLAR TECHNOLOGIES, LTD. (Registrant) | ||||||||||||||||||||
April 6, 2021 | By: | /s/ Joanne Solomon | ||||||||||||||||||
| Joanne Solomon | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
EXHIBITS
| Exhibit | Title | |||||||
Press release on fourth quarter and fiscal year 2020 financial results | ||||||||
Exhibit 99.1
Investor Contact:
The Blueshirt Group
Gary Dvorchak, CFA
gary@blueshirtgroup.com
+1 (323) 240-5796
Media Contact:
Anna Porta
Anna.porta@maxeon.com
+39 (345) 770-6205
Maxeon Solar Technologies Announces Fourth Quarter and Fiscal Year 2020 Financial Results
--Fourth Quarter Shipments of 655 MW; Revenue $245.6 million--
--Plan to Broaden Engagement in U.S. Market--
--Cost Structure Improvement Plan with Optimized Factory Footprint--
Singapore, April 7, 2021 – Maxeon Solar Technologies, Ltd. (NASDAQ:MAXN) (“Maxeon” or “the Company”), a global leader in solar innovation and channels, today announced its financial results for its fourth quarter and fiscal year ended January 3, 2021.
Maxeon Chief Executive Officer Jeff Waters commented, “In our first full quarter as an independent public company we delivered financial results consistent with our guidance while making progress on each of the three pillars of our strategy: our differentiated global brand and channel, our panel technology, and our focused approach to the large-scale market. In the fourth quarter we saw strong growth in both distributed generation and our large-scale businesses, with sequential revenue increases of 12% and 35%, respectively. Gross profit in Q4 was slightly higher than anticipated due primarily to higher than planned ASPs and improved product mix.”
Discussing brand and channel, Waters noted: “Leveraging our industry-leading brand, channel, and solar panel technology, we took the first steps in our ‘Beyond the Panel’ strategy by introducing AC Modules with factory integrated micro-inverters. These Maxeon AC modules are currently shipping into seventeen European countries and Australia. We expect this initiative to drive significant margin uplift in the quarters ahead. To further drive our distributed generation effort, we announced that Ralf Elias will join our executive team to lead our distributed generation product initiatives. Ralf will solidify our strategy to build incremental revenue from integrated energy products and services on top of our current business.”
Turning to technology, Waters elaborated: “We met key objectives on our next generation Maxeon 7 technology roadmap, achieving meaningful progress in efficiency and product safety attributes. These R&D successes further solidify our confidence that we can commercialize and ramp Maxeon 7 starting in late 2022.”
Regarding the Company’s large-scale focus, Waters remarked: “We are launching a strategic initiative to broaden our engagement in the U.S. market with our Performance line. We plan to leverage our large and growing sales pipeline and North American manufacturing assets to drive significant incremental sales in the region beyond our current rooftop distributed generation sales through SunPower.”
1
Selected Q4 and Fiscal Year Financial Summary
| ($ Thousands) | Fiscal Q4 2020 | Fiscal Q3 2020 | Fiscal Q4 2019 | Fiscal Year 2020 | Fiscal Year 2019 | ||||||||||||||||||||||||
| Module shipments, in MW | 655 | 531 | 740 | 2,145 | 2,430 | ||||||||||||||||||||||||
| Revenue | 245,564 | 206,620 | 368,128 | 844,836 | 1,198,301 | ||||||||||||||||||||||||
Gross profit (loss)1 | 7,313 | (12,302) | 27,606 | (9,781) | (2,309) | ||||||||||||||||||||||||
Net income (loss) attributable to stockholders1 | 3,458 | (67,755) | (32,039) | (142,631) | (183,059) | ||||||||||||||||||||||||
Adjusted EBITDA1,2,3 | 26,943 | (38,808) | (2,529) | (44,067) | (83,138) | ||||||||||||||||||||||||
| Capital investment | 13,301 | 4,889 | 10,382 | 27,689 | 41,905 | ||||||||||||||||||||||||
1 The Company's GAAP and Non-GAAP results were impacted by the effects of certain items. For the fourth quarter 2020 results, these items include a $44 million gain on its stock borrowing facilities, and a $21 million loss on its long-term polysilicon contract. Refer to “Use of Non-GAAP Financial Measures” below.
2 The Company's use of non-GAAP financial information, including a reconciliation to U.S. GAAP, is provided under “Use of Non-GAAP Financial Measures” below.
3 In addition to the reconciliation provided here, please also refer to “Reconciliation of Non-GAAP Financial Measures” in Maxeon’s Form 6-K furnished on November 19, 2020 for the reconciliation of Adjusted EBITDA for fiscal Q3 2020.
Information presented is for continuing operations only and excludes results of lines of business retained by SunPower after the spin-off for all periods presented.
First Quarter 2021
The solar industry faces pervasive upstream supply chain cost challenges, which did not improve in the first quarter of 2021. The Company expects that elevated costs for glass, solar cells, freight, and other items may persist well into the second half of 2021. In addition, the distributed generation business is traditionally very seasonal with the first half volumes typically delivering only 40% of the annual total, and the first quarter being the lowest. For the first quarter of fiscal year 2021, the Company anticipates the following results:
–Module shipments of approximately 375 MW.
–Revenue of approximately $160 million.
–Gross profit in a range of a loss of $5 million to a loss of $15 million. This includes out-of-market polysilicon cost of approximately $15 million.
–Operating expense of approximately $38 million.
–Capital expenditures for the first quarter will be around $10 million, directed mainly to upgrading Maxeon's manufacturing facilities. For fiscal year 2021, previously planned capital expenditures of $90 million are expected to be increased by another $80 million for the U.S.-focused Performance line initiative, subject to obtaining financing.
CEO Waters summarized: “Against a backdrop of strong and growing global distributed generation market demand, we are excited about the opportunity to expand and extend our leading go-to-market channel platform. In our large-scale business, we believe that the upstream supply chain disruptions will ease, although the exact timing is difficult to predict. We are well positioned to begin converting our 38 gigawatt global sales pipeline into orders as this occurs. Finally, we are excited by the prospect of becoming even more broadly engaged in the U.S. market with our Performance line.”
The Company’s business outlook is based on management’s current views and estimates with respect to market conditions, production capacity, the uncertainty of the continuing impact of the COVID-19 pandemic, and the global economic environment. Please refer to the Forward-Looking Statements section below. Management’s views and estimates are subject to change without notice.
2
For More Information
Maxeon’s fiscal year 2020 financial results and management commentary can be found on Form 20-F by accessing the Financials & Filings page of the Investor Relations section of Maxeon’s website at https://www.maxeon.com/investor-relations. The Form 20-F and Company’s other filings are also available online from the Securities and Exchange Commission at www.sec.gov.
Conference Call Details
The Company will also hold a conference call on April 6, 2021, at 6:00 PM U.S. EDT / April 7, 2021, at 6:00 AM Singapore Time, to discuss results and provide an update on the business. Conference call details are below.
Dial-in:
North America (toll-free): +1 (833) 301-1154
International: +1 (914) 987-7395
Conference ID: 7896717
A simultaneous webcast of the conference call will also be available on Maxeon’s website at https://www.maxeon.com/events-and-presentations.
Listeners should dial in or log on approximately 10 minutes in advance. A replay will be available online within 24 hours after the event.
A replay of the conference call is also available by phone at the following numbers until April 13, 2021. To access the replay, please reference the following numbers:
North America (toll-free): +1 (855) 859-2056 or +1 (800) 585-8367
International: +1 (404) 537-3406
Conference ID: 7896717
About Maxeon Solar Technologies
Maxeon Solar Technologies, Ltd. (NASDAQ:MAXN) is Powering Positive ChangeTM. Headquartered in Singapore, Maxeon designs, manufactures and sells SunPower® brand solar panels in more than 100 countries, operating the SunPower brand worldwide except the United States and Canada. The Company is a leader in solar innovation with access to over 900 patents and two best-in-class solar panel product lines. With operations in Africa, Asia, Oceania, Europe and Mexico, Maxeon’s products span the global rooftop and solar power plant markets through a network of more than 1,100 trusted partners and distributors. A pioneer in sustainable solar manufacturing, Maxeon leverages a 35-year history in the solar industry and numerous awards for its technology. For more information about how Maxeon is Powering Positive ChangeTM visit us at https://www.maxeon.com/, on LinkedIn and on Twitter.
3
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: (a) our expectations regarding pricing trends, demand and growth projections; (b) potential disruptions to our operations and supply chain that may result from epidemics or natural disasters, including the duration, scope and impact on the demand for our products and the pace of recovery from the COVID-19 pandemic; (c) anticipated product launch timing and our expectations regarding ramp, customer acceptance and demand, upsell and expansion opportunities; (d) our expectations and plans for short- and long-term strategy, including our anticipated areas of focus and investment, market expansion, product and technology focus, and projected growth and profitability; (e) our liquidity, substantial indebtedness, and ability to obtain additional financing; (f) our upstream technology outlook, including anticipated fab utilization and expected ramp and production timelines for the Company’s Maxeon 5 and 6, next-generation Maxeon 7 and Performance line solar panels, expected cost reductions, and future performance; (g) our strategic goals and plans, including partnership discussions with respect to the Company’s next generation technology, and our relationships with existing customers, suppliers and partners, and our ability to achieve and maintain them; (h) our expectations regarding our future performance based on bookings, backlog, and pipelines in our sales channels; (i) our first quarter fiscal 2021 guidance, including GAAP revenue, gross profit, and MW deployed, and related assumptions; (j) expected demand recovery and market traction for Maxeon as a result of anticipated product launches; (k) our expectations regarding the potential outcome, or financial or other impact on our business, as a result of the Spin-off from SunPower Corporation; (l) our projected effective tax rate and changes to the valuation allowance related to our deferred tax assets. The forward-looking statements can be also identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements.
These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. Factors that could cause or contribute to such differences include, but are not limited to: (1) challenges in executing transactions key to our strategic plans, including regulatory and other challenges that may arise; (2) potential disruptions to our operations and supply chain that may result from damage or destruction of facilities operated by our suppliers, epidemics or natural disasters, including impacts of the COVID-19 pandemic; (3) the success of our ongoing research and development efforts and our ability to commercialize new products and services, including products and services developed through strategic partnerships; (4) competition in the solar and general energy industry and downward pressure on selling prices and wholesale energy pricing; (5) our liquidity, substantial indebtedness, and ability to obtain additional financing for our projects and customers; (6) changes in public policy, including the imposition and applicability of tariffs; (7) regulatory changes and the availability of economic incentives promoting use of solar energy; (8) fluctuations in our operating results; (9) appropriately sizing our manufacturing capacity and containing manufacturing and logistics difficulties that could arise; (10) unanticipated impact to customer demand and sales schedules due to, among other factors, the spread of COVID-19 and other environmental disasters; (11) challenges in managing our acquisitions, joint ventures and partnerships, including our ability to successfully manage acquired assets and supplier relationships; and (12) unpredictable outcomes resulting from our litigation activities. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (“SEC”) from time to time, including our most recent report on Form 20-F, particularly under the heading “Risk Factors”. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://www.maxeon.com/investor-relations. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements considering new information or future events.
4
MAXEON SOLAR TECHNOLOGIES, LTD.
CONSOLIDATED AND COMBINED BALANCE SHEETS
(unaudited)
(In thousands, except for shares data)
| As of | ||||||||||||||
| January 3, 2021 | December 29, 2019 | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 206,744 | $ | 120,956 | ||||||||||
| Restricted short-term marketable securities | 1,359 | 6,187 | ||||||||||||
| Accounts receivable, net | 76,702 | 150,365 | ||||||||||||
| Inventories | 169,240 | 194,852 | ||||||||||||
| Advances to supplier, current portion | 43,680 | 107,388 | ||||||||||||
| Prepaid expenses and other current assets | 49,470 | 38,369 | ||||||||||||
| Total current assets | $ | 547,195 | $ | 618,117 | ||||||||||
| Property, plant and equipment, net | 246,908 | 281,200 | ||||||||||||
| Operating lease right of use assets | 13,482 | 18,759 | ||||||||||||
| Intangible assets, net | 456 | 5,092 | ||||||||||||
| Advances to supplier, net of current portion. | 49,228 | 13,993 | ||||||||||||
| Other long-term assets | 123,074 | 53,050 | ||||||||||||
| Total assets | $ | 980,343 | $ | 990,211 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 159,184 | $ | 286,464 | ||||||||||
| Accrued liabilities | 77,307 | 92,570 | ||||||||||||
| Contract liabilities, current portion | 20,756 | 78,939 | ||||||||||||
| Short-term debt | 48,421 | 60,383 | ||||||||||||
| Operating lease liabilities, current portion | 2,464 | 2,365 | ||||||||||||
| Total current liabilities | $ | 308,132 | $ | 520,721 | ||||||||||
| Long-term debt | 962 | 1,487 | ||||||||||||
| Contract liabilities, net of current portion | 33,075 | 35,616 | ||||||||||||
| Operating lease liabilities, net of current portion | 12,064 | 18,338 | ||||||||||||
| Convertible debt | 135,071 | — | ||||||||||||
| Other long-term liabilities | 51,752 | 46,526 | ||||||||||||
| Total liabilities | $ | 541,056 | $ | 622,688 | ||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Common stock, no par value (33,995,116 issued and outstanding at January 3, 2021) | $ | — | $ | — | ||||||||||
| Net parent investment | — | 369,837 | ||||||||||||
| Additional paid-in capital | 451,474 | — | ||||||||||||
| Accumulated deficit | (8,441) | — | ||||||||||||
| Accumulated other comprehensive loss | (10,391) | (7,618) | ||||||||||||
| Equity attributable to the Company | 432,642 | 362,219 | ||||||||||||
| Noncontrolling interests | 6,645 | 5,304 | ||||||||||||
| Total equity | $ | 439,287 | $ | 367,523 | ||||||||||
| Total liabilities and equity | $ | 980,343 | $ | 990,211 | ||||||||||
5
MAXEON SOLAR TECHNOLOGIES, LTD.
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
| Three Months Ended | Fiscal Year Ended | ||||||||||||||||||||||
| January 3, 2021 | December 29, 2019 | January 3, 2021 | December 29, 2019 | ||||||||||||||||||||
| Revenue | $ | 245,564 | $ | 368,128 | $ | 844,836 | $ | 1,198,301 | |||||||||||||||
| Cost of revenue | 238,251 | 340,522 | 854,617 | 1,200,610 | |||||||||||||||||||
| Gross profit (loss) | 7,313 | 27,606 | (9,781) | (2,309) | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | 8,763 | 11,584 | 34,194 | 36,997 | |||||||||||||||||||
| Sales, general and administrative | 24,051 | 26,824 | 86,202 | 96,857 | |||||||||||||||||||
| Restructuring (benefits) charges | (9) | 41 | — | (517) | |||||||||||||||||||
| Total operating expenses | 32,805 | 38,449 | 120,396 | 133,337 | |||||||||||||||||||
| Operating loss | (25,492) | (10,843) | (130,177) | (135,646) | |||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Interest expense | (8,127) | (6,782) | (31,859) | (25,831) | |||||||||||||||||||
| Other, net | 44,443 | (6,291) | 36,349 | (1,961) | |||||||||||||||||||
| Other income (expense), net | 36,316 | (13,073) | 4,490 | (27,792) | |||||||||||||||||||
| Income (loss) before income taxes and equity in losses of unconsolidated investees | 10,824 | (23,916) | (125,687) | (163,438) | |||||||||||||||||||
| Provision for income taxes | (4,737) | (2,954) | (12,127) | (10,122) | |||||||||||||||||||
| Equity in losses of unconsolidated investees | (2,612) | (4,001) | (3,198) | (5,342) | |||||||||||||||||||
| Net income (loss) | $ | 3,475 | $ | (30,871) | $ | (141,012) | $ | (178,902) | |||||||||||||||
| Net income attributable to noncontrolling interests | (17) | (1,168) | (1,619) | (4,157) | |||||||||||||||||||
| Net income (loss) attributable to stockholders | $ | 3,458 | $ | (32,039) | $ | (142,631) | $ | (183,059) | |||||||||||||||
| Net income (loss) per share attributable to stockholders: | |||||||||||||||||||||||
| Basic | $ | 0.11 | $ | (1.51) | $ | (5.82) | $ | (8.61) | |||||||||||||||
| Diluted | $ | 0.11 | $ | (1.51) | $ | (5.82) | $ | (8.61) | |||||||||||||||
| Weighted average shares used to compute net income (loss) per share: | |||||||||||||||||||||||
| Basic | 30,267 | 21,265 | 24,502 | 21,265 | |||||||||||||||||||
| Diluted | 30,963 | 21,265 | 24,502 | 21,265 | |||||||||||||||||||
6
MAXEON SOLAR TECHNOLOGIES, LTD.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
| Fiscal Year Ended | |||||||||||
| January 3, 2021 | December 29, 2019 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (141,012) | $ | (178,902) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation and amortization | 47,328 | 53,448 | |||||||||
| Stock-based compensation | 7,250 | 7,135 | |||||||||
| Non-cash interest expense | 19,851 | 23,841 | |||||||||
| Equity in losses of unconsolidated investees | 3,198 | 5,342 | |||||||||
| Gain on retirement of property, plant and equipment | (641) | — | |||||||||
| Deferred income taxes | (1,330) | 804 | |||||||||
| Gain on equity investments | (1,822) | — | |||||||||
| Remeasurement gain on physical delivery forward and prepaid forward | (38,236) | — | |||||||||
| Other, net | 3,078 | 249 | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | 71,231 | (77,830) | |||||||||
| Contract assets | (1,806) | 264 | |||||||||
| Inventories | 25,212 | 28,415 | |||||||||
| Prepaid expenses and other assets | (5,590) | 960 | |||||||||
| Operating lease right-of-use assets | 2,264 | 2,449 | |||||||||
| Advances to suppliers | 28,473 | 50,163 | |||||||||
| Accounts payable and other accrued liabilities | (143,462) | 53,451 | |||||||||
| Contract liabilities | (61,344) | 6,460 | |||||||||
| Operating lease liabilities | (1,804) | (2,589) | |||||||||
| Net cash used in operating activities | $ | (189,162) | $ | (26,340) | |||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property, plant and equipment | (27,689) | (41,905) | |||||||||
| Proceeds from disposal of short-term investments | 6,572 | — | |||||||||
| Purchase of short-term investments | (1,340) | — | |||||||||
| Proceeds from sale of assets | 1,283 | 265 | |||||||||
| Purchases of intangibles | — | (231) | |||||||||
| Installment payment for acquisition of subsidiary | (30,000) | — | |||||||||
| Proceeds from sale of unconsolidated investee | 3,220 | — | |||||||||
| Proceeds from dividends and partial return of capital by an unconsolidated investee | 2,462 | — | |||||||||
| Net cash used in investing activities | $ | (45,492) | $ | (41,871) | |||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from debt. | 236,446 | 253,314 | |||||||||
| Repayment of debt. | (226,664) | (254,649) | |||||||||
| Net proceeds from issuance of convertible debt | 190,330 | — | |||||||||
7
| Fiscal Year Ended | |||||||||||
| January 3, 2021 | December 29, 2019 | ||||||||||
| Net proceeds from issuance of common stock | 296,765 | — | |||||||||
| Payment for realized amount on underwriting physical delivery forward | (1,606) | — | |||||||||
| Payment for prepaid forward | (40,000) | — | |||||||||
| Distribution to noncontrolling interest | (278) | — | |||||||||
| Repayment of finance lease obligations & other debt | (651) | (1,190) | |||||||||
| Net parent (distribution) contribution | (133,996) | 92,409 | |||||||||
| Net cash provided by financing activities | $ | 320,346 | $ | 89,884 | |||||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 77 | 381 | |||||||||
| Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents | 85,769 | 22,054 | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | 123,803 | 101,749 | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $ | 209,572 | $ | 123,803 | |||||||
| Non-cash transactions | |||||||||||
| Property, plant and equipment purchases funded by liabilities | $ | 27,736 | $ | 13,377 | |||||||
Right-of-use assets obtained in exchange for lease obligations1 | $ | 4,791 | $ | 21,209 | |||||||
| Interest expense financed by SunPower | $ | 11,333 | $ | 17,000 | |||||||
| Aged supplier financing balances reclassified from accounts payable to short-term debt | $ | 23,933 | $ | 45,352 | |||||||
The following table reconciles our cash and cash equivalents and restricted cash and restricted cash equivalents reported on our Consolidated and Combined Balance Sheets and the cash, cash equivalents, restricted cash and restricted cash equivalents reported on our Consolidated and Combined Statements of Cash Flows for fiscal years 2020 and 2019:
| As of | |||||||||||
| (In thousands) | January 3, 2021 | December 29, 2019 | |||||||||
| Cash and cash equivalents | $ | 206,744 | $ | 120,956 | |||||||
| Restricted cash and restricted cash equivalents, current portion, included in prepaid expenses and other current assets | 2,483 | 2,845 | |||||||||
| Restricted cash and restricted cash equivalents, net of current portion, included in other long-term assets | 345 | 2 | |||||||||
| Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in statement of cash flows | $ | 209,572 | $ | 123,803 | |||||||
1 Amounts for fiscal year 2019 include the transition adjustment for the adoption of ASC 842 and new Right-of-Use (“ROU”) asset additions.
8
Use of Non-GAAP Financial Measures
We present earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA adjusted for specified additional items identified below (“Adjusted EBITDA”), which are non-GAAP measures to supplement our consolidated and combined financial results presented in accordance with GAAP. We believe that EBITDA and Adjusted EBITDA are useful to investors, enabling them to better assess changes in our results of operations across different reporting periods on a consistent basis, independent of certain items as presented above. Thus, EBITDA and Adjusted EBITDA provide investors with additional methods to assess our operating results in a manner that is focused on our ongoing, core operating performance, absent the effects of these items. We also use EBITDA and Adjusted EBITDA internally to assess our business, financial performance and current and historical results, as well as for strategic decision-making and forecasting future results. Given our use of EBITDA and Adjusted EBITDA, we believe that these measures may be important to investors in understanding our operating results as seen through the eyes of management. EBITDA and Adjusted EBITDA are not prepared in accordance with GAAP or intended to be a replacement for GAAP financial data, should be reviewed together with GAAP measures and may be different from non-GAAP measures used by other companies.
We adjust our EBITDA for the following items in arriving to the Adjusted EBITDA:
•Stock-based compensation expense. Stock-based compensation relates primarily to equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict. Management believes that this adjustment for stock-based compensation expense 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.
•Restructuring charges (benefits). We incurred restructuring expenses related to reorganization plans implemented by our former parent, SunPower, aimed towards realigning resources consistent with SunPower’s global strategy and improving its overall operating efficiency and cost structure. Restructuring charges are excluded from Adjusted EBITDA financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although we have engaged in restructuring activities in the past, past activities have been discrete events based on unique sets of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from our Adjusted EBITDA financial measures as they are not reflective of ongoing operating results nor do these charges contribute to a meaningful evaluation of our past operating performance.
9
Reconciliation of Non-GAAP Financial Measures
| Three Months Ended | Fiscal Year Ended | ||||||||||||||||||||||||||||
| (In thousands) | January 3, 2021 | September 27, 2020 | December 29, 2019 | January 3, 2021 | December 29, 2019 | ||||||||||||||||||||||||
| Selected GAAP Financial Data | |||||||||||||||||||||||||||||
Revenue | $ | 245,564 | $ | 206,620 | $ | 368,128 | $ | 844,836 | $ | 1,198,301 | |||||||||||||||||||
Cost of revenue1 | (238,251) | (218,922) | (340,522) | (854,617) | (1,200,610) | ||||||||||||||||||||||||
Gross profit (loss)1 | 7,313 | (12,302) | 27,606 | (9,781) | (2,309) | ||||||||||||||||||||||||
Operating loss1 | (25,492) | (39,163) | (10,843) | (130,177) | (135,646) | ||||||||||||||||||||||||
| Provision for income taxes | (4,737) | (5,043) | (2,954) | (12,127) | (10,122) | ||||||||||||||||||||||||
GAAP net income (loss)1 | 3,475 | (67,208) | (30,871) | (141,012) | (178,902) | ||||||||||||||||||||||||
GAAP net income (loss) attributable to stockholders1 | $ | 3,458 | $ | (67,755) | $ | (32,039) | $ | (142,631) | $ | (183,059) | |||||||||||||||||||
| Selected Non-GAAP Financial Data | |||||||||||||||||||||||||||||
GAAP net income (loss) attributable to stockholders1 | $ | 3,458 | $ | (67,755) | $ | (32,039) | $ | (142,631) | $ | (183,059) | |||||||||||||||||||
Interest expense | 8,127 | 11,509 | 6,782 | 31,859 | 25,831 | ||||||||||||||||||||||||
| Provision for income taxes | 4,737 | 5,043 | 2,954 | 12,127 | 10,122 | ||||||||||||||||||||||||
| Depreciation | 9,068 | 9,182 | 11,939 | 42,332 | 46,007 | ||||||||||||||||||||||||
| Amortization | 39 | 1,290 | 1,805 | 4,996 | 7,290 | ||||||||||||||||||||||||
EBITDA1 | $ | 25,429 | $ | (40,731) | $ | (8,559) | $ | (51,317) | $ | (93,809) | |||||||||||||||||||
| Additional adjustments | |||||||||||||||||||||||||||||
| Impairment | — | — | 4,053 | — | 4,053 | ||||||||||||||||||||||||
| Stock-based compensation | 1,514 | 1,923 | 1,889 | 7,250 | 7,135 | ||||||||||||||||||||||||
| Restructuring charges (benefits) | — | — | 88 | — | (517) | ||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 26,943 | $ | (38,808) | $ | (2,529) | $ | (44,067) | $ | (83,138) | |||||||||||||||||||
1 The Company's GAAP and Non-GAAP results were impacted by the effects of certain items. Refer to supplementary information in the table below.
Supplementary information affecting GAAP and Non-GAAP results
| Three Months Ended | Fiscal Year Ended | |||||||||||||||||||||||||||||||
| Financial statements item affected | January 3, 2021 | September 27, 2020 | December 29, 2019 | January 3, 2021 | December 29, 2019 | |||||||||||||||||||||||||||
Incremental cost of above market polysilicon1 | Cost of revenue | 18,202 | 38,138 | 20,682 | 77,950 | 88,658 | ||||||||||||||||||||||||||
Loss on ancillary sales of excess polysilicon2 | Cost of revenue | 2,544 | 1,993 | 14,322 | 8,517 | 56,479 | ||||||||||||||||||||||||||
Remeasurement (gain) loss of physical delivery forward and prepaid forward3 | Other, net | (43,969) | 5,734 | — | (38,236) | — | ||||||||||||||||||||||||||
Accommodation fee associated with the long-term polysilicon supply contract4 | Other, net | — | 5,900 | — | 5,900 | — | ||||||||||||||||||||||||||
1 Relates to the difference between our contractual cost for the polysilicon under the long-term fixed supply agreements with supplier and the price of polysilicon available in the market as derived from publicly available information at the time, multiplied by the volume of polysilicon we have consumed.
2 In order to reduce inventory and improve working capital, we have periodically elected to sell polysilicon inventory procured under the long-term fixed supply agreements in the market at prices below our purchase price, thereby incurring a loss.
3 Relates to the mark-to-market fair value remeasurement of privately negotiated prepaid forward and physical delivery forward transactions. For the three months ended January 3, 2021, the gain for the prepaid forward and physical delivery forward was $31.6 million and $12.4 million (three months ended September 27, 2020: loss of $1.8 million and $3.9 million) respectively. For fiscal year 2020, the gain for the prepaid forward and physical delivery forward was $29.7 million and $8.5 million. The transactions were entered in connection with the issuance of the $200.0 million aggregate principal amount 6.50% Green Convertible Senior Notes due 2025. The prepaid forward is remeasured to fair value at the end of each reporting period, with changes in fair value booked in earnings. The fair value of the prepaid forward is affected by the Company's share price and other factors impacting the valuation model. The physical delivery forward was remeasured to fair value at the end of the Note Valuation Period on September 29, 2020, and was reclassified to equity after remeasurement, and will not be subsequently remeasured. The fair value of the physical delivery forward was affected by the Company’s share price and other factors impacting the valuation model.
4 Relates to long-term fixed supply agreements with a polysilicon supplier which is structured as "take or pay" contract, that specify future quantities and pricing of products to be supplied. We negotiated an extension of our long-term fixed supply agreements with the supplier which resulted in a one-time accommodation fees recognized during fiscal year 2020.
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