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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 26, 2006
Date of Report (Date of Earliest Event Reported)
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SUNPOWER CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 000-51593 94-3008969
(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
430 Indio Way
Sunnyvale, California 94085
(Address of principal executive offices, including zip code)
(408) 991-0900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 26, 2006, SunPower Corporation. (the "Registrant") issued the press
release attached hereto as Exhibit 99.1 announcing its results of operations for
the fourth quarter of 2005.
The information contained in this Form 8-K shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibit is furnished with this report on Form 8-K:
99.1 SunPower Corporation. press release dated January 26, 2006.
2
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 hereunto duly authorized.
SunPower Corporation.
By: /s/ Emmanuel Hernandez
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Emmanuel Hernandez
Chief Financial Officer
Date: January 26, 2006
3
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------------------------------
99.1 Registrant's Press release dated January 26, 2006, is furnished
pursuant to Item 2.02 of Form 8-K
4
Exhibit 99.1
SUNPOWER REPORTS FOURTH QUARTER AND YEAR END 2005 RESULTS
SUNNYVALE, Calif., Jan. 26 /PRNewswire-FirstCall/ -- SunPower Corporation
(Nasdaq: SPWR) today announced that revenue for the fourth quarter ended
December 31, 2005, was $29.3 million, up 34% from the prior quarter's revenue of
$21.9 million and up 523% from the year-ago fourth quarter combined(1) revenue
of $4.7 million. The Company's fiscal 2005 revenue was $78.7 million.
GAAP net loss for the 2005 fourth quarter was $0.6 million, or $0.01 loss
per share, compared to last quarter's net loss of $1.6 million or $0.06 loss per
share and the year-ago fourth quarter combined(1) net loss of $10.4 million.
On a non-GAAP basis -- excluding amortization of intangible assets and
stock-based compensation -- the 2005 fourth quarter net income was $1.5 million
or diluted earnings per share of $0.02, compared to the prior quarter's
breakeven results and the year-ago fourth quarter combined(1) net loss of $9.1
million.
Other Q4 highlights included:
-- The Company completed its Initial Public Offering, selling 8.83 million
shares of common stock raising net proceeds of $145.6 million. SunPower
priced its shares at the top end of its announced range.
-- SunPower announced a $330 million multi-year supply agreement with
PowerLight Corporation. This agreement covers the supply of solar panels
on a global basis through 2009 for commercial, government, and new home
residential customers worldwide.
-- SunPower installed its third 25-megawatt solar cell manufacturing line at
SPML, the company's Philippine factory. The new line, which began ramping
in the first quarter 2006, will increase SunPower's manufacturing
capacity to 75 megawatts.
-- SunPower received approval from its Board of Directors to increase its
capacity to up to 300 megawatts, which will necessitate a second solar
cell manufacturing facility. The second facility will be designed to
house six production lines capable of producing incremental capacity of
200 megawatts. The company has commenced engineering design of the new
facility and is planning to begin production in the new facility as early
as the first quarter 2007.
Tom Werner, SunPower CEO, said, "We are pleased to report very solid results
from our initial quarter as a public company. Our operations team continued to
demonstrate their ability to rapidly ramp capacity by starting up our second
25-megawatt solar cell line ahead of plan. Line 2 contributed meaningfully to
our Q4 results and achieved productivity metrics in some areas that already
rivaled Line 1."
"The outlook for the first quarter of 2006 is equally exciting," continued
Werner. "Our operations team will continue to ramp Line 2 and also start up Line
3. We expect that this incremental capacity will allow us to achieve another
significant quarter-on-quarter top line revenue increase to between $38 - $40
million, with expected Q1 non-GAAP diluted earnings per share of $0.02 -
$0.04(2). As we continue to build out SPML's capacity over the course of the
year, we expect 2006 revenues in excess of $210 million."
Werner added, "It is well known that the availability and price of
poly-silicon raw material are critical challenges in today's solar power
business. We believe that SunPower's high-efficiency technology gives us a clear
advantage in this environment by allowing us to produce more watts of solar
power per kilogram of poly-silicon raw material than our competitors. In Q4 we
implemented improvements on our manufacturing process to further increase our
silicon utilization efficiency and we will continue to push hard for yet more
progress on this metric over the course of 2006."
About SunPower
SunPower Corp. designs and manufactures high-efficiency silicon solar cells
and solar panels based on an all-back-contact cell design. SunPower's solar
cells and panels generate up to 50 percent more power per unit area than
conventional solar technologies and have a uniquely attractive, all-black
appearance. For more information on SunPower or solar technology, please visit
the SunPower website at http://www.sunpowercorp.com. SunPower is a majority
owned subsidiary of Cypress Semiconductor Corp. (NYSE: CY).
Forward Looking Statements
Statements herein that are not historical facts and that refer to SunPower's
plans and expectations for revenue and income for the first quarter and the full
year of 2006 and the future, and for construction of its second manufacturing
facility, are forward-looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995. Such statements are based on our current
expectations as of the date of the release, which could change or not
materialize as expected. Our actual results may differ materially due to a
variety of uncertainties and risk factors, including but not limited to business
and economic conditions and growth trends in the solar power industry, our
ability to obtain adequate supply of poly-silicon and silicon ingots to
manufacture our products and the price we pay for such material, our ability to
ramp new production lines, our ability to realize expected manufacturing
efficiencies, production difficulties that could arise and other risks described
in our Form S-1 registration statement and other filings with the Securities and
Exchange Commission. Except as required by law, we assume no obligation to
update any such forward-looking statements. We use words such as "believes" and
"expects" and similar expressions to identify forward- looking statements that
include, but are not limited to, statements related to future demand for our
products, our expected revenue growth, our production capabilities, profit and
incremental capacity.
To supplement the consolidated financial results prepared under GAAP,
SunPower uses non-GAAP measures which are adjusted from the most directly
comparable GAAP results to exclude items related to amortization of intangibles
and stock-based compensation. Management does not consider these charges in
evaluating the core operational activities of the Company. Management uses these
non-GAAP measures internally to make strategic decisions, forecast future
results and evaluate the Company's current performance. Most analysts covering
SunPower use the non-GAAP measures as well. Given management's use of these
non-GAAP measures, SunPower believes these measures are important to investors
in understanding the Company's current and future operating results as seen
through the eyes of management. In addition, management believes these non-GAAP
measures are useful to investors in enabling them to better assess changes in
SunPower's core business across different time periods. These non-GAAP measures
are not in accordance with or an alternative for GAAP financial data and may be
different from non-GAAP measures used by other companies.
Fiscal Periods
The company operates on a fiscal calendar comprised of four thirteen-week
quarters that end at midnight Pacific Time on the Sunday nearest the calendar
quarter-end. For simplicity, the company labels its fiscal quarters as ending on
the calendar quarter date.
NOTE: SunPower is a registered trademark of SunPower Corp. Cypress is a
registered trademark of Cypress Semiconductor Corp. All other trademarks are the
property of their respective owners.
(1) Results for the three months ended Dec. 31, 2004 reflect the combined
results of the predecessor and successor company. Please refer to the attached
financial statements.
(2) For the first quarter of 2006, the estimated equivalent GAAP net loss
per share is $0.02 to breakeven, inclusive of amortization of intangible assets
and stock-based compensation.
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
Dec. 31, Dec. 31,
2005 2004
------------ ------------
ASSETS
Cash and cash equivalents $ 143,592 $ 3,776
Accounts receivable, net 25,498 4,558
Inventories 13,147 4,416
Prepaid expenses and other assets 3,236 3,021
Property and equipment, net 110,559 47,549
Goodwill and other intangible assets, net 21,622 26,326
Total assets $ 317,654 $ 89,646
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued liabilities $ 21,604 $ 39,061
Notes payable to Cypress -- 52,697
Customer advances 37,400 --
Total liabilities 59,004 91,758
Convertible preferred stock -- 8,552
Stockholders' equity (deficit) 258,650 (10,664)
Total liabilities and
stockholders' equity $ 317,654 $ 89,646
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(On a GAAP basis)
(In thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
------------------------------------------ ---------------------------
Dec. 31, Dec. 31, Sep. 30, Dec. 31, Dec. 31,
2005 2004** 2005 2005 2004*
------------ ------------ ------------ ------------ ------------
Revenues $ 29,341 $ 4,740 $ 21,903 $ 78,736 $ 10,885
Cost of revenues 24,720 8,869 18,955 74,353 15,577
Gross margin 4,621 (4,129) 2,948 4,383 (4,692)
Operating expenses:
Research and
development 1,981 2,501 1,480 6,488 13,535
Selling, general and
administrative 4,000 1,827 2,877 10,880 5,824
Total operating
expenses 5,981 4,328 4,357 17,368 19,359
Operating loss (1,360) (8,457) (1,409) (12,985) (24,051)
Net interest income
(expense) and other 770 (1,897) (221) (2,808) (4,860)
Loss before income tax
provision (590) (10,354) (1,630) (15,793) (28,911)
Income tax provision 50 -- -- 50 --
Net loss $ (640) $ (10,354) $ (1,630) $ (15,843) $ (28,911)
Basic and diluted net loss
per share $ (0.01) $ (0.06) $ (0.68)
Shares used in calculation
of basic and diluted net
loss per share 44,325 27,785 23,306
Reconciliation of net loss to
non-GAAP net income (loss):
Net loss $ (640) $ (10,354) $ (1,630) $ (15,843) $ (28,911)
Reconciling items:
Stock compensation
expenses 924 726 326 1,433 781
Amortization of
intangible assets 1,176 573 1,176 4,704 573
Non-GAAP net income (loss) $ 1,460 $ (9,055) $ (128) $ (9,706) $ (27,557)
Non-GAAP:
Basic net income
(loss) per share $ 0.03 $ -- $ (0.42)
Diluted net income
(loss) per share $ 0.02 $ -- $ (0.42)
Shares used in calculation of non-GAAP:
Basic net income
(loss) per share 44,325 27,785 23,306
Diluted net income
(loss) per share 62,450 27,785 23,306
* Results for the twelve months ended December 31, 2004 reflect the combined
results of the Predecessor company for the period from January 1, 2004 through
November 8, 2004 and the results of the Successor Company from November 9, 2004
through December 31, 2004. These figures are presented for convenience only.
Share and per share figures are not presented because the capital structures of
the Predecessor and Successor companies can not be combined in a meaningful way.
**Results for the three months ended December 31, 2004 reflect the combined
results of the Predecessor company for the period from October 1, 2004 through
November 8, 2004 and the results of the Successor Company from November 9, 2004
through December 31, 2004. These figures are presented for convenience only.
Share and per share figures are not presented because the capital structures of
the Predecessor and Successor companies can not be combined in a meaningful way.
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(On a non-GAAP basis)
(In thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
------------------------------------------ ---------------------------
Dec. 31, Dec. 31, Sep. 30, Dec. 31, Dec. 31,
2005 2004** 2005 2005 2004*
------------ ------------ ------------ ------------ ------------
Revenues $ 29,341 $ 4,740 $ 21,903 $ 78,736 $ 10,885
Cost of revenues 23,530 8,154 17,766 69,623 14,807
Gross margin 5,811 (3,414) 4,137 9,113 (3,922)
Operating expenses:
Research and development 1,793 2,185 1,318 6,138 13,219
Selling, general and
administrative 3,278 1,559 2,726 9,823 5,556
Total operating
expenses 5,071 3,744 4,044 15,961 18,775
Operating income (loss) 740 (7,158) 93 (6,848) (22,697)
Net interest income
(expense) and other 770 (1,897) (221) (2,808) (4,860)
Income (loss) before income
tax provision 1,510 (9,055) (128) (9,656) (27,557)
Income tax provision 50 -- -- 50 --
Net income (loss) $ 1,460 $ (9,055) $ (128) $ (9,706) $ (27,557)
Basic net income (loss) per
share $ 0.03 $ - $ (0.42)
Diluted net income (loss)
per share $ 0.02 $ - $ (0.42)
Shares used in calculation:
Basic 44,325 27,785 23,306
Diluted 62,450 27,785 23,306
See accompanying reconciliation of GAAP measures to non-GAAP measures and
related footnotes.
SUNPOWER CORPORATION
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited)
NET INCOME (LOSS) PER SHARE:
THREE MONTHS ENDED
--------------------------- YEAR ENDED
Dec. 31, Sep. 30, Dec. 31,
2005 2005 2005
------------ ------------ ------------
Basic:
GAAP net loss per share $ (0.01) $ (0.06) $ (0.68)
Reconciling items:
Amortization of intangible assets $ 0.02 0.02 0.06
Stock-based compensation expense $ 0.02 0.04 0.20
Non-GAAP net income (loss) per share $ 0.03 $ - $ (0.42)
Diluted:
GAAP net loss per share $ (0.01) $ (0.06) $ (0.68)
Reconciling items:
Amortization of intangible assets 0.01 0.02 0.06
Stock-based compensation expense 0.02 0.04 0.20
Non-GAAP net income (loss) per share $ 0.02 $ - $ (0.42)
STATEMENT OF OPERATIONS DATA:
THREE MONTHS ENDED YEARS ENDED
------------------------------------------ ---------------------------
Dec. 31, Dec. 31, Sep. 30, Dec. 31, Dec. 31,
2005 2004** 2005 2005 2004*
------------ ------------ ------------ ------------ ------------
GAAP cost of revenue $ 24,720 $ 8,869 $ 18,955 $ 74,353 $ 15,577
Amotization of intangible
assets (1,176) (573) (1,176) (4,704) (573)
Stock-based compensation (15) (142) (12) (27) (197)
Non-GAAP cost of revenue $ 23,529 $ 8,154 $ 17,767 $ 69,622 $ 14,807
GAAP research and
development expense $ 1,981 $ 2,501 $ 1,480 $ 6,488 $ 13,535
Stock-based compensation (187) (316) (162) (349) (316)
Non-GAAP research and
development expense $ 1,794 $ 2,185 $ 1,318 $ 6,139 $ 13,219
GAAP selling, general and
administrative expense $ 4,000 $ 1,827 $ 2,877 $ 10,880 $ 5,824
Stock-based compensation (722) (268) (152) (1,057) (268)
Non-GAAP selling, general
and administrative
expense $ 3,278 $ 1,559 $ 2,725 $ 9,823 $ 5,556
GAAP operating loss $ (1,360) $ (8,457) $ (1,409) $ (12,985) $ (24,051)
Amotization of intangible
assets 1,176 573 1,176 4,704 573
Stock-based compensation 924 726 326 1,433 781
Non-GAAP operating income
(loss) $ 740 $ (7,158) $ 93 $ (6,848) $ (22,697)
GAAP loss before income
tax provision $ (590) $ (10,354) $ (1,630) $ (15,793) $ (28,911)
Amotization of intangible
assets 1,176 573 1,176 4,704 573
Stock-based compensation 924 726 326 1,433 781
Non-GAAP loss before
income tax provision $ 1,510 $ (9,055) $ (128) $ (9,656) $ (27,557)
* Results for the twelve months ended December 31, 2004 reflect the combined
results of the Predecessor company for the period from January 1, 2004 through
November 8, 2004 and the results of the Successor Company from November 9, 2004
through December 31, 2004. These figures are presented for convenience only.
Share and per share figures are not presented because the capital structures of
the Predecessor and Successor companies can not be combined in a meaningful way.
**Results for the three months ended December 31, 2004 reflect the combined
results of the Predecessor company for the period from October 1, 2004 through
November 8, 2004 and the results of the Successor Company from November 9, 2004
through December 31, 2004. These figures are presented for convenience only.
Share and per share figures are not presented because the capital structures of
the Predecessor and Successor companies can not be combined in a meaningful way.
SOURCE SunPower Corporation
-0- 01/26/2006
/CONTACT: Julie Blunden, +1-408-470-4277, or
Julie.blunden@sunpowercorp.com, or Manny Hernandez, +1-408-470-4274, or
Manny.hernandez@sunpowercorp.com, both of SunPower Corporation/
/Web site: http://www.sunpowercorp.com/
(SPWR CY)