SunPower Reports Third Quarter 2021 Results
Residential demand remains strong with record lead generation and 14,200 new customers, up 29% versus a year earlier. New homes market accelerated growth with 5,700 new customers in the quarter, more than double when compared to the previous year.
"Our decision to increase our focus on the residential market was validated by strong sequential third quarter solar and storage demand and deployment, combined with continued margin expansion," said
Making Solar Accessible to All
To meet the goals of a clean energy future in which nearly half of the
- Geographic expansion into underpenetrated areas including the Northwest and Mid-Atlantic regions with Blue
Raven Solar . - Continued leadership in the new homes market with two new agreements with homebuilders, including a multi-year exclusive agreement with Toll Brothers to provide solar, storage and services to new homes and communities.
- Under
SunPower's ESG program, the company launched theSunPower 25X25 initiatives— spanning workforce diversity, solar access expansion and dealer diversity programs — to ensure the resilience and economic benefits of distributed solar and battery storage serve historically underserved communities.
Widespread Storage Adoption
Amidst increasing power outages and rising energy prices, consumers are increasingly seeking resiliency with battery storage. According to
Financial Highlights
($ Millions, except percentages and per-share data) |
3rd Quarter 2021 |
2nd Quarter 2021 |
3rd Quarter 2020 |
GAAP revenue |
|
|
|
GAAP gross margin from continuing operations |
18.4% |
19.8% |
13.5% |
GAAP net income (loss) from continuing operations |
|
|
|
GAAP net income (loss) from continuing operations per diluted share |
|
|
|
Non-GAAP revenue1 |
|
|
|
Non-GAAP gross margin1 |
18.7% |
20.6% |
14.0% |
Non-GAAP net income (loss)1 |
|
|
|
Non-GAAP net income (loss) from continuing operations per diluted share1 |
|
|
|
Adjusted EBITDA1 |
|
|
|
MW Recognized |
121 |
125 |
108 |
Cash2 |
|
|
|
Information presented for 3rd quarter 2020 above is for continuing operations only, and excludes results of Maxeon, other than Cash. |
1Information about |
2Includes cash and cash equivalents, excluding restricted cash |
"
Other quarter highlights include:
- Recognized 121 MW, including 92 MW for residential. The pipeline for new homes systems is robust with visibility toward an incremental 58,000 homes (up to 230 MW), including multi-family housing.
- Residential gross margin was at
$0.69 /w for the third quarter, up 50% compared to prior year.
Third quarter non-GAAP results exclude net adjustments that, in the aggregate, increased GAAP loss by
Financial Outlook
To provide additional clarity to investors, the company has provided separate guidance for CIS and Legacy business segments for the fourth quarter of 2021.
Fourth quarter GAAP revenue guidance for
For the Full Year 2021, revenue and Adjusted EBITDA guidance for
Given strong residential demand, the company's color on Full Year 2022 Adjusted EBITDA growth for
The company will host a conference call for investors this afternoon to discuss its third quarter 2021 performance at
This press release contains both GAAP and non-GAAP financial information. Non-GAAP figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release.
About
Headquartered in
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) expectations regarding achievement of our 2021 goals and our future performance based on bookings, backlog, and pipelines in our sales channels and for our products; (b) our expectations for the policy and regulatory environment, including legislation and prospects for final passage and contents, and the impacts thereof on our business and financial results; (c) our plans and expectations for our products and solutions, including anticipated demand and our ability to meet it, and our ability to meet our targets and goals; (d) our expectations for the impacts of the acquisition of Blue
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. Factors that could cause or contribute to such differences include, but are not limited to: (1) potential disruptions to our operations and supply chain that may result from epidemics or natural disasters, including impacts of the Covid-19 pandemic, and other factors; (2) competition in the solar and general energy industry and downward pressure on selling prices and wholesale energy pricing; (3) regulatory changes and the availability of economic incentives promoting use of solar energy; (4) risks related to the introduction of new or enhanced products, including potential technical challenges, lead times, and our ability to match supply with demand while maintaining quality, sales, and support standards; (5) changes in public policy, including the imposition and applicability of tariffs; (6) our dependence on sole- or limited-source supply relationships, including our exclusive supply relationship with Maxeon Solar Technologies; (7) 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; (8) our liquidity, indebtedness, and ability to obtain additional financing for our projects and customers; and (9) challenges managing our acquisitions, joint ventures, and partnerships, including our ability to successfully manage acquired assets and supplier relationships. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the
©2021
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
|
|
||||||
Assets |
|||||||
Current assets: |
|||||||
Cash and cash equivalents |
$ |
268,574 |
$ |
232,765 |
|||
Restricted cash and cash equivalents, current portion |
7,438 |
5,518 |
|||||
Short-term investments |
310,720 |
— |
|||||
Accounts receivable, net |
112,059 |
108,864 |
|||||
Contract assets |
90,235 |
114,506 |
|||||
Inventories |
241,425 |
210,582 |
|||||
Advances to suppliers, current portion |
3,501 |
2,814 |
|||||
Project assets - plants and land, current portion |
12,080 |
21,015 |
|||||
Prepaid expenses and other current assets |
93,381 |
94,251 |
|||||
Total current assets |
1,139,413 |
790,315 |
|||||
Restricted cash and cash equivalents, net of current portion |
4,826 |
8,521 |
|||||
Property, plant and equipment, net |
29,751 |
46,766 |
|||||
Operating lease right-of-use assets |
57,978 |
54,070 |
|||||
Solar power systems leased, net |
46,561 |
50,401 |
|||||
Other long-term assets |
150,205 |
696,409 |
|||||
Total assets |
$ |
1,428,734 |
$ |
1,646,482 |
|||
Liabilities and Equity |
|||||||
Current liabilities: |
|||||||
Accounts payable |
$ |
157,742 |
$ |
166,066 |
|||
Accrued liabilities |
87,298 |
121,915 |
|||||
Operating lease liabilities, current portion |
12,609 |
9,736 |
|||||
Contract liabilities, current portion |
70,515 |
72,424 |
|||||
Short-term debt |
66,304 |
97,059 |
|||||
Convertible debt, current portion |
— |
62,531 |
|||||
Total current liabilities |
394,468 |
529,731 |
|||||
Long-term debt |
42,082 |
56,447 |
|||||
Convertible debt, net of current portion |
423,370 |
422,443 |
|||||
Operating lease liabilities, net of current portion |
36,099 |
43,608 |
|||||
Contract liabilities, net of current portion |
28,241 |
30,170 |
|||||
Other long-term liabilities |
137,469 |
157,597 |
|||||
Total liabilities |
1,061,729 |
1,239,996 |
|||||
Equity: |
|||||||
Common stock |
172 |
170 |
|||||
Additional paid-in capital |
2,711,769 |
2,685,920 |
|||||
Accumulated deficit |
(2,142,408) |
(2,085,246) |
|||||
Accumulated other comprehensive income |
9,375 |
8,799 |
|||||
|
(212,740) |
(205,476) |
|||||
Total stockholders' equity |
366,168 |
404,167 |
|||||
Noncontrolling interests in subsidiaries |
837 |
2,319 |
|||||
Total equity |
367,005 |
406,486 |
|||||
Total liabilities and equity |
$ |
1,428,734 |
$ |
1,646,482 |
|
||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||||||||
(In thousands, except per share data) |
||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
Revenues: |
||||||||||||||||||||
Solar power systems, components, and other |
$ |
318,607 |
$ |
303,408 |
$ |
267,619 |
$ |
923,252 |
$ |
765,316 |
||||||||||
Residential leasing |
1,291 |
1,354 |
1,284 |
3,765 |
3,937 |
|||||||||||||||
Solar services |
3,738 |
4,165 |
5,903 |
11,944 |
13,766 |
|||||||||||||||
Total revenues |
323,636 |
308,927 |
274,806 |
938,961 |
783,019 |
|||||||||||||||
Cost of revenues: |
||||||||||||||||||||
Solar power systems, components, and other |
260,251 |
246,053 |
233,144 |
760,408 |
681,649 |
|||||||||||||||
Residential leasing |
935 |
678 |
1,209 |
2,214 |
3,722 |
|||||||||||||||
Solar services |
2,800 |
1,165 |
3,313 |
5,784 |
5,672 |
|||||||||||||||
Total cost of revenues |
263,986 |
247,896 |
237,666 |
768,406 |
691,043 |
|||||||||||||||
Gross profit |
59,650 |
61,031 |
37,140 |
170,555 |
91,976 |
|||||||||||||||
Operating expenses: |
||||||||||||||||||||
Research and development |
2,979 |
4,711 |
5,344 |
12,705 |
19,106 |
|||||||||||||||
Sales, general, and administrative |
51,169 |
56,730 |
35,462 |
155,643 |
112,193 |
|||||||||||||||
Restructuring (credits) charges |
(230) |
808 |
(97) |
4,344 |
2,738 |
|||||||||||||||
(Gain) loss on sale and impairment of residential lease assets |
— |
(68) |
386 |
(294) |
253 |
|||||||||||||||
(Gain) loss on business divestitures, net |
— |
(224) |
— |
(224) |
(10,458) |
|||||||||||||||
Income from transition services agreement, net |
(468) |
(1,656) |
(1,889) |
(5,211) |
(1,889) |
|||||||||||||||
Total operating expenses |
53,450 |
60,301 |
39,206 |
166,963 |
121,943 |
|||||||||||||||
Operating income (loss) |
6,200 |
730 |
(2,066) |
3,592 |
(29,967) |
|||||||||||||||
Other income (expense), net: |
||||||||||||||||||||
Interest income |
83 |
114 |
104 |
249 |
682 |
|||||||||||||||
Interest expense |
(6,710) |
(7,721) |
(7,090) |
(22,396) |
(24,731) |
|||||||||||||||
Other, net |
(86,074) |
84,071 |
155,457 |
(45,474) |
277,100 |
|||||||||||||||
Other income (expense), net |
(92,701) |
76,464 |
148,471 |
(67,621) |
253,051 |
|||||||||||||||
(Loss) income from continuing operations before income taxes and equity in earnings of unconsolidated investees |
(86,501) |
77,194 |
146,405 |
(64,029) |
223,084 |
|||||||||||||||
Benefits from (provision for) income taxes |
2,194 |
(2,425) |
(36,725) |
4,993 |
(38,716) |
|||||||||||||||
Net (loss) income from continuing operations |
(84,307) |
74,769 |
109,680 |
(59,036) |
184,368 |
|||||||||||||||
(Loss) income from discontinued operations before income taxes and equity in losses of unconsolidated investees |
— |
— |
(70,761) |
— |
(125,599) |
|||||||||||||||
Benefits from (provision for) income taxes from discontinued operations |
— |
— |
6,137 |
— |
3,191 |
|||||||||||||||
Equity in earnings (losses) of unconsolidated investees |
— |
— |
58 |
— |
(586) |
|||||||||||||||
Net (loss) income from discontinued operations, net of taxes |
— |
— |
(64,566) |
— |
(122,994) |
|||||||||||||||
Net (loss) income |
(84,307) |
74,769 |
45,114 |
(59,036) |
61,374 |
|||||||||||||||
Net (income) loss from continuing operations attributable to noncontrolling interests |
(69) |
438 |
(230) |
1,482 |
2,512 |
|||||||||||||||
Net (income) loss from discontinued operations attributable to noncontrolling interests |
— |
(258) |
— |
(1,313) |
||||||||||||||||
Net (income) loss attributable to noncontrolling interests |
(69) |
438 |
(488) |
1,482 |
1,199 |
|||||||||||||||
Net (loss) income from continuing operations attributable to stockholders |
(84,376) |
75,207 |
109,450 |
(57,554) |
186,880 |
|||||||||||||||
Net (loss) income from discontinued operations attributable to stockholders |
— |
— |
(64,824) |
— |
(124,307) |
|||||||||||||||
Net (loss) income attributable to stockholders |
$ |
(84,376) |
$ |
75,207 |
$ |
44,626 |
$ |
(57,554) |
$ |
62,573 |
||||||||||
Net (loss) income per share attributable to stockholders - basic: |
||||||||||||||||||||
Continuing operations |
$ |
(0.49) |
0.44 |
$ |
0.64 |
$ |
(0.33) |
$ |
1.10 |
|||||||||||
Discontinued operations |
$ |
— |
— |
$ |
(0.38) |
$ |
— |
$ |
(0.73) |
|||||||||||
Net (loss) income per share – basic |
$ |
(0.49) |
0.44 |
$ |
0.26 |
$ |
(0.33) |
$ |
0.37 |
|||||||||||
Net (loss) income per share attributable to stockholders - diluted: |
||||||||||||||||||||
Continuing operations |
$ |
(0.49) |
0.40 |
$ |
0.57 |
$ |
(0.33) |
$ |
0.99 |
|||||||||||
Discontinued operations |
$ |
— |
— |
$ |
(0.33) |
$ |
— |
$ |
(0.62) |
|||||||||||
Net (loss) income per share – diluted |
$ |
(0.49) |
0.40 |
$ |
0.24 |
$ |
(0.33) |
$ |
0.37 |
|||||||||||
Weighted-average shares: |
||||||||||||||||||||
Basic |
172,885 |
172,640 |
170,113 |
172,242 |
169,646 |
|||||||||||||||
Diluted |
172,885 |
194,363 |
198,526 |
172,242 |
200,124 |
|
||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||||||||||||||
(In thousands) |
||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net (loss) income |
$ |
(84,307) |
$ |
74,769 |
$ |
45,114 |
$ |
(59,036) |
$ |
61,374 |
||||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
||||||||||||||||||||
Depreciation and amortization |
1,681 |
2,968 |
11,927 |
7,498 |
45,737 |
|||||||||||||||
Stock-based compensation |
4,726 |
9,613 |
6,042 |
19,776 |
18,788 |
|||||||||||||||
Non-cash interest expense |
940 |
1,650 |
1,747 |
4,095 |
5,495 |
|||||||||||||||
Equity in losses (earnings) of unconsolidated investees |
— |
— |
(58) |
— |
586 |
|||||||||||||||
Loss (gain) on equity investments |
86,254 |
(83,746) |
(155,431) |
47,238 |
(275,645) |
|||||||||||||||
(Gain) loss on retirement of convertible debt |
— |
— |
(104) |
— |
(3,060) |
|||||||||||||||
(Gain) loss on sale of investments |
— |
— |
— |
(1,162) |
— |
|||||||||||||||
(Gain) loss on business divestitures, net |
— |
(224) |
— |
(224) |
(10,458) |
|||||||||||||||
Deferred income taxes |
(2,472) |
2,264 |
607 |
(4,109) |
1,639 |
|||||||||||||||
Other, net |
(120) |
(935) |
(2,182) |
(6,335) |
1,813 |
|||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Accounts receivable |
(1,541) |
(7,023) |
54,119 |
(4,450) |
113,029 |
|||||||||||||||
Contract assets |
4,189 |
24,011 |
(19,902) |
28,687 |
(22,771) |
|||||||||||||||
Inventories |
(5,583) |
10,096 |
(5,382) |
(3,758) |
(12,107) |
|||||||||||||||
Project assets |
(3,488) |
(2,892) |
703 |
2,817 |
(11,202) |
|||||||||||||||
Prepaid expenses and other assets |
(11,512) |
702 |
(32,362) |
(10,915) |
(4,324) |
|||||||||||||||
Operating lease right-of-use assets |
2,344 |
3,490 |
2,112 |
8,709 |
9,898 |
|||||||||||||||
Advances to suppliers |
2,597 |
568 |
4,267 |
(687) |
16,296 |
|||||||||||||||
Accounts payable and other accrued liabilities |
(14,016) |
(18,077) |
51,095 |
(56,245) |
(75,141) |
|||||||||||||||
Contract liabilities |
5,047 |
4,907 |
(3,364) |
(3,507) |
(53,818) |
|||||||||||||||
Operating lease liabilities |
(3,868) |
(3,160) |
(2,620) |
(10,457) |
(8,642) |
|||||||||||||||
Net cash (used in) provided by operating activities |
(19,129) |
18,981 |
(43,672) |
(42,065) |
(202,513) |
|||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Purchases of property, plant and equipment |
(1,623) |
(1,881) |
(2,369) |
(3,934) |
(13,174) |
|||||||||||||||
Investments in software development costs |
(2,468) |
— |
— |
(2,468) |
— |
|||||||||||||||
Proceeds from sale of property, plant and equipment |
— |
900 |
— |
900 |
— |
|||||||||||||||
Cash paid for solar power systems |
— |
— |
(2,747) |
(635) |
(5,394) |
|||||||||||||||
Purchases of marketable securities |
— |
— |
(1,338) |
— |
(1,338) |
|||||||||||||||
Proceeds from maturities of marketable securities |
— |
— |
6,588 |
— |
6,588 |
|||||||||||||||
Cash outflow upon Maxeon Solar Spin-off, net of proceeds |
— |
— |
(140,132) |
— |
(140,132) |
|||||||||||||||
Cash received from sale of investments |
— |
— |
— |
1,200 |
— |
|||||||||||||||
Proceeds from business divestitures, net of de-consolidated cash |
— |
10,516 |
— |
10,516 |
15,418 |
|||||||||||||||
Proceeds from sale of equity investment |
177,780 |
— |
73,290 |
177,780 |
119,439 |
|||||||||||||||
Proceeds from return of capital from equity investments |
— |
2,276 |
— |
2,276 |
7,724 |
|||||||||||||||
Net cash provided by (used in) investing activities |
173,689 |
11,811 |
(66,708) |
185,635 |
(10,869) |
|||||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from bank loans and other debt |
28,273 |
24,073 |
62,233 |
123,669 |
183,731 |
|||||||||||||||
Repayment of bank loans and other debt |
(52,813) |
(68,497) |
(63,735) |
(156,386) |
(183,070) |
|||||||||||||||
Proceeds from issuance of non-recourse residential and commercial financing, net of issuance costs |
— |
— |
2,790 |
— |
13,434 |
|||||||||||||||
Repayment of non-recourse residential and commercial financing debt |
— |
(85) |
(7,231) |
(9,798) |
(7,231) |
|||||||||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests to residential projects |
— |
— |
22 |
— |
22 |
|||||||||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects |
— |
— |
(302) |
— |
(302) |
|||||||||||||||
Repayment of convertible debt |
— |
(62,757) |
(8,037) |
(62,757) |
(95,178) |
|||||||||||||||
Proceeds from issuance of Maxeon Solar green convertible debt |
— |
— |
200,000 |
— |
200,000 |
|||||||||||||||
Receipt of contingent asset of a prior business combination |
— |
— |
11 |
— |
2,245 |
|||||||||||||||
Issuance of common stock to executive |
— |
2,998 |
— |
2,998 |
— |
|||||||||||||||
Equity offering costs paid |
— |
— |
— |
— |
(928) |
|||||||||||||||
Purchases of stock for tax withholding obligations on vested restricted stock |
(809) |
(4,335) |
(74) |
(7,262) |
(8,455) |
|||||||||||||||
Net cash (used in) provided by financing activities |
(25,349) |
(108,603) |
185,677 |
(109,536) |
104,268 |
|||||||||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
— |
— |
109 |
— |
222 |
|||||||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash |
129,211 |
(77,810) |
75,406 |
34,034 |
(108,892) |
|||||||||||||||
Cash, cash equivalents and restricted cash, Beginning of period |
151,627 |
229,437 |
274,359 |
246,804 |
458,657 |
|||||||||||||||
Cash, cash equivalents, and restricted cash, End of period |
$ |
280,838 |
$ |
151,627 |
$ |
349,765 |
$ |
280,838 |
$ |
349,765 |
||||||||||
Reconciliation of cash, cash equivalents, and restricted cash to the unaudited condensed consolidated balance sheets: |
||||||||||||||||||||
Cash and cash equivalents |
$ |
268,574 |
$ |
140,462 |
$ |
324,741 |
$ |
268,574 |
$ |
324,741 |
||||||||||
Restricted cash and cash equivalents, current portion |
7,438 |
5,818 |
16,605 |
7,438 |
16,605 |
|||||||||||||||
Restricted cash and cash equivalents, net of current portion |
4,826 |
5,347 |
8,419 |
4,826 |
8,419 |
|||||||||||||||
Total cash, cash equivalents, and restricted cash |
$ |
280,838 |
$ |
151,627 |
$ |
349,765 |
$ |
280,838 |
$ |
349,765 |
||||||||||
Supplemental disclosure of cash flow information: |
||||||||||||||||||||
Costs of solar power systems funded by liabilities |
$ |
— |
— |
(1,118) |
$ |
— |
$ |
598 |
||||||||||||
Property, plant and equipment acquisitions funded by liabilities |
1,356 |
(473) |
(5,416) |
2,530 |
36 |
|||||||||||||||
Right-of-use assets obtained in exchange of lease obligations |
4,429 |
— |
8,362 |
15,957 |
21,786 |
|||||||||||||||
Deconsolidation of right-of-use assets and lease obligations |
— |
3,340 |
— |
3,340 |
— |
|||||||||||||||
Debt repaid in sale of commercial projects |
— |
5,585 |
— |
5,585 |
— |
|||||||||||||||
Assumption of liabilities in connection with business divestitures |
— |
— |
(29) |
— |
9,056 |
|||||||||||||||
Holdbacks in connection with business divestitures |
— |
— |
— |
— |
7,199 |
|||||||||||||||
Accounts payable balances reclassified to short-term debt |
— |
— |
(23,933) |
— |
— |
|||||||||||||||
Cash paid for interest |
10,168 |
2,090 |
11,064 |
23,734 |
27,587 |
|||||||||||||||
Cash paid for income taxes |
83 |
20,144 |
5,480 |
20,316 |
17,181 |
Use of Non-GAAP Financial Measures
To supplement its consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), the company uses non-GAAP measures that are adjusted for certain items from the most directly comparable GAAP measures. The specific non-GAAP measures listed below are: revenue; gross margin; net loss; net loss per diluted share; and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Management believes that each of these non-GAAP measures are useful to investors, enabling them to better assess changes in each of these key elements of the company's results of operations across different reporting periods on a consistent basis, independent of certain items as described below. Thus, each of these non-GAAP financial measures provide investors with another method to assess the company's operating results in a manner that is focused on its ongoing, core operating performance, absent the effects of these items. Management uses these non-GAAP measures internally to assess the business, its financial performance, current and historical results, as well as for strategic decision-making and forecasting future results. Many of the analysts covering the company also use these non-GAAP measures in their analysis. Given management's use of these non-GAAP measures, the company believes these measures are important to investors in understanding the company's operating results as seen through the eyes of management. These non-GAAP measures are not prepared in accordance with GAAP or intended to be a replacement for GAAP financial data; and therefore, should be reviewed together with the GAAP measures and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.
Non-GAAP gross margin includes adjustments relating to gain/loss on sale and impairment of residential lease assets, litigation, stock-based compensation, and amortization of intangible assets, each of which is described below. In addition to the above adjustments, non-GAAP net loss and non-GAAP net loss per diluted share are adjusted for adjustments relating to mark to market gain on equity investments, gain on business divestitures, impairment of property, plant, and equipment, transaction-related costs, non-cash interest expense, restructuring charges (credits), gain on convertible debt repurchased, tax effect of these non-GAAP adjustments, each of which is described below. In addition to the above adjustments, Adjusted EBITDA includes adjustments relating to cash interest expense (net of interest income), provision for income taxes, and depreciation.
Non-GAAP Adjustments Based on International Financial Reporting Standards ("IFRS")
The company's non-GAAP results include adjustments under IFRS that are consistent with the adjustments made in connection with the company's internal reporting process as part of its status as a consolidated subsidiary of
- Mark-to-market loss (gain) in 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 byTotalEnergies SE . Further, we elected the Fair Value Option ("FVO") for some of our equity method 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. We believe that excluding these adjustments on equity investments is consistent with our internal reporting process as part of its status as a consolidated subsidiary ofTotalEnergies SE . and better reflects our ongoing results.
Other Non-GAAP Adjustments
- Results of operations of Legacy business to be exited: Following the announcement of closure of our
Hillsboro, Oregon facility in the first fiscal quarter of 2021, we prospectively exclude its results of operations from Non-GAAP results given that revenue will cease starting first fiscal quarter of 2021 and all subsequent activities are focused on the wind down of operations. We believe that it is appropriate to exclude these from our non-GAAP results as it is not reflective of ongoing operating results. - Loss/Gain 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 majority of its residential lease business and retained a 51% membership interest. We record an impairment charge based on the expected fair value for a portion of residential lease assets portfolio that was retained. Any charges or credits on these remaining unsold residential lease assets impairment, as well as its corresponding depreciation savings, are excluded from our non-GAAP results as they are not reflective of ongoing operating results.
- 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 the company's core performance, including compared with the performance of other companies, without the period-to-period variability created by stock-based compensation.
- Amortization of intangible assets: 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 the company's non-GAAP financial measures, 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 also exclude all expenses pertaining to litigation relating to businesses that discontinued as a result of spin-off of Maxeon Solar, for which we are indemnifying them. We believe that it is appropriate to exclude such charges from our non-GAAP results as they are not reflective of ongoing operating results.
- Transaction-related costs: In connection with material transactions such as acquisition or divestiture of a business, the company incurred 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 the business operations and therefore is not reflective of ongoing operating results.
- Gain/Loss on business divestitures, net: In the second quarter of fiscal 2021, we sold a portion of our residential lease business and certain commercial projects. We recognized a gain and a loss relating to these business divestitures, respectively. We believe that it is appropriate to exclude such gain and loss from the company's non-GAAP financial measures as it is not reflective of ongoing operating results.
- Executive transition costs: We incur non-recurring charges related to the hiring and transition of new executive officers. During the second quarter of fiscal 2021, we appointed a new chief executive officer and chief legal officer, and are investing resources in those executive transitions, and in developing new members of management as we complete our restructuring transformation. We believe that it is appropriate to exclude these from our non-GAAP results as they are not reflective of ongoing operating results.
- Business reorganization costs: In connection with the spin-off of Maxeon into an independent, publicly traded company, we incurred and expect to continue to incur, non-recurring charges on third-party legal and consulting expenses, primarily to enable in separation of shared information technology systems and applications. We believe that it is appropriate to exclude these from our non-GAAP results as it is not reflective of ongoing operating results.
- Restructuring charges (credits): We incur restructuring expenses related to reorganization plans aimed towards realigning resources consistent with the company's global strategy and improving its overall operating efficiency and cost structure. Although the company has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. We believe that it is appropriate to exclude these from our non-GAAP results as it is not reflective of ongoing operating results.
- Tax effect: This amount is used to present each of the adjustments described above on an after-tax basis in connection with the presentation of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share. Our non-GAAP tax amount is based on estimated cash tax expense and reserves. We forecast our annual cash tax liability and allocates the tax to each quarter in a manner generally consistent with its GAAP methodology. This approach is designed to enhance investors' ability to understand the impact of our tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments, which may not reflect actual cash tax expense, or tax impact of non-recurring items.
- Adjusted EBITDA adjustments: When calculating Adjusted EBITDA, in addition to adjustments described above, we exclude the impact of the following items during the period:
- Cash interest expense, net of interest income
- Provision for income taxes
- Depreciation
For more information about these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP Measures to Non-GAAP Measures" set forth at the end of this release, which should be read together with the preceding financial statements prepared in accordance with GAAP.
|
||||||||||||||||||||
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES |
||||||||||||||||||||
(In thousands, except percentages and per share data) |
||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||
Adjustments to Revenue: |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
GAAP revenue |
$ |
323,636 |
308,927 |
$ |
274,806 |
$ |
938,961 |
$ |
783,019 |
|||||||||||
Adjustments based on IFRS: |
||||||||||||||||||||
Legacy utility and power plant projects |
— |
— |
— |
— |
(207) |
|||||||||||||||
Other adjustments: |
||||||||||||||||||||
Results of operations of legacy business to be exited |
— |
(4) |
— |
(625) |
— |
|||||||||||||||
Construction revenue on solar services contracts |
— |
— |
— |
— |
5,392 |
|||||||||||||||
Non-GAAP revenue |
$ |
323,636 |
308,923 |
$ |
274,806 |
$ |
938,336 |
$ |
788,204 |
|||||||||||
Adjustments to Gross Profit Margin: |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
GAAP gross profit from continuing operations |
$ |
59,650 |
$ |
61,031 |
$ |
37,140 |
$ |
170,555 |
$ |
91,976 |
||||||||||
Adjustments based on IFRS: |
||||||||||||||||||||
Legacy utility and power plant projects |
— |
— |
— |
— |
(34) |
|||||||||||||||
Legacy sale-leaseback transactions |
— |
— |
— |
— |
20 |
|||||||||||||||
Other adjustments: |
||||||||||||||||||||
Results of operations of legacy business to be exited |
82 |
2,031 |
— |
9,179 |
— |
|||||||||||||||
Construction revenue on solar service contracts |
— |
— |
— |
— |
4,735 |
|||||||||||||||
(Gain) loss on sale and impairment of residential lease assets |
(249) |
(519) |
(469) |
(1,262) |
(1,375) |
|||||||||||||||
Stock-based compensation expense |
1,055 |
1,069 |
623 |
3,011 |
1,653 |
|||||||||||||||
Loss (gain) on business divestitures, net |
81 |
— |
— |
81 |
— |
|||||||||||||||
Amortization of intangible assets |
— |
— |
1,189 |
— |
4,757 |
|||||||||||||||
Non-GAAP gross profit |
$ |
60,619 |
$ |
63,612 |
$ |
38,483 |
$ |
181,564 |
$ |
101,732 |
||||||||||
GAAP gross margin (%) |
18.4 |
% |
19.8 |
% |
13.5 |
% |
18.2 |
% |
11.7 |
% |
||||||||||
Non-GAAP gross margin (%) |
18.7 |
% |
20.6 |
% |
14.0 |
% |
19.3 |
% |
12.9 |
% |
||||||||||
Adjustments to Net Income (Loss): |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
GAAP net income (loss) from continuing operations attributable to stockholders |
$ |
(84,376) |
$ |
75,207 |
$ |
109,450 |
$ |
(57,554) |
$ |
186,880 |
||||||||||
Adjustments based on IFRS: |
||||||||||||||||||||
Legacy utility and power plant projects |
— |
— |
— |
— |
(34) |
|||||||||||||||
Legacy sale-leaseback transactions |
— |
— |
— |
— |
20 |
|||||||||||||||
Mark-to-market (gain) loss on equity investments |
86,254 |
(83,746) |
(155,431) |
47,238 |
(274,362) |
|||||||||||||||
Other adjustments: |
||||||||||||||||||||
Results of operations of legacy business to be exited |
82 |
2,031 |
— |
9,179 |
— |
|||||||||||||||
Construction revenue on solar service contracts |
— |
— |
— |
— |
4,735 |
|||||||||||||||
(Gain) loss on sale and impairment of residential lease assets |
(249) |
(587) |
(83) |
(6,219) |
(1,122) |
|||||||||||||||
Litigation |
1,623 |
3,493 |
395 |
10,326 |
880 |
|||||||||||||||
Stock-based compensation expense |
4,726 |
10,037 |
4,454 |
19,776 |
13,387 |
|||||||||||||||
Amortization of intangible assets |
— |
— |
1,189 |
— |
4,759 |
|||||||||||||||
(Gain) loss on business divestitures, net |
81 |
(224) |
— |
(143) |
(10,529) |
|||||||||||||||
Transaction-related costs |
1,328 |
225 |
— |
1,683 |
1,863 |
|||||||||||||||
Executive transition costs |
827 |
502 |
— |
1,329 |
— |
|||||||||||||||
Business reorganization costs |
1,045 |
904 |
— |
2,903 |
— |
|||||||||||||||
Restructuring (credits) charges |
(230) |
808 |
(97) |
4,344 |
2,138 |
|||||||||||||||
(Gain) loss on convertible debt repurchased |
— |
— |
(104) |
— |
(3,060) |
|||||||||||||||
Tax effect |
(1,292) |
1,772 |
33,769 |
(3,359) |
35,614 |
|||||||||||||||
Non-GAAP net income (loss) attributable to stockholders |
$ |
9,819 |
$ |
10,422 |
$ |
(6,458) |
$ |
29,503 |
$ |
(38,831) |
||||||||||
Adjustments to Net Income (loss) per diluted share: |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
Net income (loss) per diluted share |
||||||||||||||||||||
Numerator: |
||||||||||||||||||||
GAAP net income (loss) available to common stockholders1 |
$ |
(84,376) |
$ |
75,207 |
$ |
109,450 |
$ |
(57,554) |
$ |
186,880 |
||||||||||
Add: Interest expense on 4.00% debenture due 2023, net of tax |
— |
3,126 |
3,358 |
— |
10,066 |
|||||||||||||||
Add: Interest expense on 0.875% debenture due 2021, net of tax |
— |
67 |
467 |
— |
1,507 |
|||||||||||||||
GAAP net income (loss) available to common stockholders1 |
$ |
(84,376) |
$ |
78,400 |
$ |
113,275 |
$ |
(57,554) |
$ |
198,453 |
||||||||||
Non-GAAP net income (loss) available to common stockholders1 |
$ |
9,819 |
$ |
10,422 |
$ |
(6,458) |
$ |
29,503 |
$ |
(38,831) |
||||||||||
Denominator: |
||||||||||||||||||||
GAAP weighted-average shares |
172,885 |
172,640 |
170,113 |
172,242 |
169,646 |
|||||||||||||||
Effect of dilutive securities: |
||||||||||||||||||||
Restricted stock units |
— |
3,084 |
3,560 |
— |
3,354 |
|||||||||||||||
0.875% debentures due 2021 |
— |
1,571 |
7,785 |
— |
10,056 |
|||||||||||||||
4.00% debentures due 2023 |
— |
17,068 |
17,068 |
— |
17,068 |
|||||||||||||||
GAAP dilutive weighted-average common shares: |
172,885 |
194,363 |
198,526 |
172,242 |
200,124 |
|||||||||||||||
Non-GAAP weighted-average shares |
172,885 |
172,640 |
170,113 |
172,242 |
169,646 |
|||||||||||||||
Effect of dilutive securities: |
||||||||||||||||||||
Restricted stock units |
2,680 |
3,084 |
— |
2,864 |
— |
|||||||||||||||
4.00% debentures due 2023 |
— |
— |
— |
— |
— |
|||||||||||||||
Non-GAAP dilutive weighted-average common shares1 |
175,565 |
175,724 |
170,113 |
175,106 |
169,646 |
|||||||||||||||
GAAP dilutive net income (loss) per share - continuing operations |
$ |
(0.49) |
$ |
0.40 |
$ |
0.57 |
$ |
(0.33) |
$ |
0.99 |
||||||||||
Non-GAAP dilutive net income (loss) per share - continuing operations |
$ |
0.06 |
$ |
0.06 |
$ |
(0.04) |
$ |
0.17 |
$ |
(0.23) |
||||||||||
1In accordance with the if-converted method, net loss available to common stockholders excludes interest expense related to the 0.875% and 4.00% debentures if the debentures are considered converted in the calculation of net loss per diluted share. If the conversion option for a debenture is not in the money for the relevant period, the potential conversion of the debenture under the if-converted method is excluded from the calculation of non-GAAP net loss per diluted share. |
||||||||||||||||||||
Adjusted EBITDA: |
||||||||||||||||||||
THREE MONTHS ENDED |
NINE MONTHS ENDED |
|||||||||||||||||||
|
|
September |
|
September |
||||||||||||||||
GAAP net income (loss) from continuing operations attributable to stockholders |
$ |
(84,376) |
$ |
75,207 |
$ |
109,450 |
$ |
(57,554) |
$ |
186,880 |
||||||||||
Adjustments based on IFRS: |
||||||||||||||||||||
Legacy utility and power plant projects |
— |
— |
— |
— |
(34) |
|||||||||||||||
Legacy sale-leaseback transactions |
— |
— |
— |
— |
20 |
|||||||||||||||
Mark-to-market (gain) loss on equity investments |
86,254 |
(83,746) |
(155,431) |
47,238 |
(274,362) |
|||||||||||||||
Other adjustments: |
||||||||||||||||||||
Results of operations of legacy business to be exited |
82 |
2,031 |
— |
9,179 |
— |
|||||||||||||||
Construction revenue on solar service contracts |
— |
— |
— |
— |
4,735 |
|||||||||||||||
(Gain) loss on sale and impairment of residential lease assets |
(249) |
(587) |
(83) |
(6,219) |
(1,122) |
|||||||||||||||
Litigation |
1,623 |
3,493 |
395 |
10,326 |
880 |
|||||||||||||||
Stock-based compensation expense |
4,726 |
10,037 |
4,454 |
19,776 |
13,387 |
|||||||||||||||
Amortization of intangible assets |
— |
— |
1,189 |
— |
4,759 |
|||||||||||||||
(Gain) loss on business divestitures, net |
81 |
(224) |
— |
(143) |
(10,529) |
|||||||||||||||
Transaction-related costs |
1,328 |
225 |
— |
1,683 |
1,863 |
|||||||||||||||
Executive transition costs |
827 |
502 |
— |
1,329 |
— |
|||||||||||||||
Business reorganization costs |
1,045 |
904 |
— |
2,903 |
— |
|||||||||||||||