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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
JULY 20, 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.)
3939 North First Street
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 240-5500
(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 July 20, 2006, SunPower Corporation. (the "Registrant") issued the press
release attached hereto as Exhibit 99.1 announcing its results of operations for
the second quarter of 2006.
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 July 20, 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
----------------------
Emmanuel Hernandez
Chief Financial Officer
Date: July 20, 2006
3
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------------
99.1 Registrant's Press release dated July 20, 2006, is furnished pursuant
to Item 2.02 of Form 8-K
4
Exhibit 99.1
SUNPOWER REPORTS SECOND QUARTER 2006 RESULTS
SAN JOSE, Calif., July 20 /PRNewswire-FirstCall/ -- SunPower Corporation
(Nasdaq: SPWR) today announced that revenue for the second quarter ended June
30, 2006 was $54.7 million, up 30% from the prior quarter's revenue of $42.0
million and up 233% from the second quarter 2005 revenue of $16.4 million.
GAAP net income for the quarter was $5.4 million, or $0.08 diluted earnings
per share, compared to last quarter's net income of $0.3 million or $0.00 per
share and the second quarter 2005 net loss of $6.3 million.
On a non-GAAP basis, excluding amortization of intangible assets,
stock-based compensation and the related tax effects, second quarter net income
was $7.5 million or $0.11 diluted earnings per share, compared to the prior
quarter's net income of $2.8 million and the second quarter 2005 net loss of
$5.0 million.
Tom Werner, SunPower's CEO, said, "We had a strong quarter and our
operating results were significantly ahead of our announced objectives. Thanks
to our successful follow-on stock offering, we are well-positioned to accelerate
our growth while extending our technological advantages.
"SunPower's manufacturing and R&D teams continue to execute, meeting or
beating our goals on all fronts," stated Werner. "The investment we made in the
first quarter to move to thinner wafers, improving our silicon utilization, paid
off in the second quarter. We are now producing cells at under eight grams of
polysilicon per watt, which contributed to the sequential quarterly improvement
in our non-GAAP gross margin from 17% in the first quarter of 2006 to 24% in the
second quarter."(1)
OTHER SECOND QUARTER HIGHLIGHTS
o Successfully completed a $198 million follow-on stock offering: In
June 2006, to support accelerated growth, SunPower sold 7 million
shares of common stock at $29.50 per share before offering expenses.
o Executed four silicon agreements: Less than two months after the
follow-on offering, SunPower executed three silicon supply agreements
after previously concluding an extension of the M.Setek agreement.
Consistent with SunPower's diversified silicon supply strategy, these
agreements vary in terms of start date, duration, supplier and
technology. These agreements include:
a) A supply agreement with DC Chemical Co. Ltd. SunPower will
procure approximately $250 million of polysilicon from DC
Chemical over a four-year term beginning in 2008. This agreement
provides SunPower with polysilicon from DC Chemical's first
polysilicon manufacturing facility. DC Chemical is Korea's
largest chemical company and has expertise in producing gases
which are key raw materials required for manufacturing
polysilicon. To support the construction of this facility,
SunPower will make prepayments to DC Chemical over the next 12
months that will be credited against its purchase price upon
polysilicon delivery.
b) A supply agreement with the world's leading manufacturer of
polysilicon for semiconductor and solar grade silicon. SunPower
will procure approximately $70 million of polysilicon from this
polysilicon manufacturer over a ten-year term beginning in 2009.
c) An investment in a private company seeking to develop and
commercialize an advanced technology process for polysilicon
manufacturing.
d) An extension and expansion of a supply agreement with M.Setek Co.
Ltd. SunPower's three new silicon agreements complement its
M.Setek silicon supply agreement. In May 2006, the M.Setek
agreement was amended and extended for two years through 2010 and
expanded to a value estimated to exceed $500 million over its
five-year term. M.Setek is a leading high-quality manufacturer of
monocrystalline silicon ingots and wafers for the solar industry.
o Expanded capacity plans for second solar cell manufacturing plant: In
the second quarter SunPower decided to buy land and an existing
building to expand its cell manufacturing. The company had previously
announced plans to construct a new cell manufacturing facility capable
of housing six manufacturing lines. The newly purchased building has
space for up to ten additional production lines, providing for a
potential facility capacity of more than 300 megawatts, an increase of
100 megawatts from the previously announced planned capacity at
SunPower's second cell plant. This building is located near SunPower's
first cell manufacturing facility in the Philippines.
SunPower plans to expand its nameplate manufacturing capacity, as
illustrated in the table below, from 108 megawatts at year-end 2006 to
at least 372 megawatts at year-end 2008. SunPower's expansion plans
provide for nameplate capacity at the end of each year sufficient to
achieve at least 80% - 90% of the production volume available in the
subsequent year given current silicon supply agreements. SunPower
intends to continue to secure additional sources of silicon supply.
SunPower's Nameplate Capacity Plan Supports a Minimum of 80% to 90% of the
Subsequent Year's Production Based on Silicon Supply
2006 2007 2008
-------- -------- --------
Expected Year-end Nameplate
Capacity (megawatts) 108 207 372
-------- -------- --------
Production Capacity Supported
by Current Silicon Procurement (megawatts) 65 110 250
-------- -------- --------
Cash Required for Silicon in
Advance of Delivery ($ millions) $ 39.2* $ 48.3 $ 18.3
-------- -------- --------
* Third and fourth quarters 2006.
o Met or exceeded all manufacturing milestones: In addition to meeting
its goals for improving silicon utilization, SunPower is on track to
begin production on Line 4 by the end of 2006, which will manufacture
Gen 2 (second generation) solar cells with a 22% minimum-rated
conversion efficiency. In addition, SunPower expects to begin
production at its first solar panel plant in the third quarter 2006,
also located in the Philippines.
o Rapidly expanded SunPower's market penetration around the world:
SunPower substantially diversified its geographic reach and its
customer base in the first two quarters of 2006. The company is now
active in major markets around the world, including 13 states in the
U.S., Germany, Japan, Korea, Spain, Italy, and Portugal. SunPower has
shipped over 1200 systems to North America in the last year. Because
SunPower solar panels have the highest-rated power per square meter of
any solar panel in the market today, residential, commercial and
industrial customers, including power plants, are using SunPower's
technology to maximize their solar power output.
"We expect that our success ramping up production on our first three lines
will allow us to achieve sequential quarterly growth with revenues between $60
to $62 million in the third quarter of 2006, expected non-GAAP gross margins of
24% to 25% and diluted non-GAAP net income per of share of $0.13 to $0.15,"
Werner said.(2) "Our continued success in manufacturing expansion and technology
advancement gives us the confidence to increase our 2006 revenue guidance to
$225 to $230 million, up from our previous guidance of greater than $220
million, and provide 2007 revenue guidance of greater than $360 million."
About SunPower
SunPower Corp. (Nasdaq: SPWR) 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, gross margin and income for the
third quarter and the full year of 2006 and the full year of 2007, the expected
value of and expenditures under its supply contracts, the future construction
and operation of its manufacturing facilities and the future supply of
polysilicon and ingots, 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 polysilicon 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 Annual Report on Form 10-K 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,"
"plans" 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 silicon supply, our expected revenue growth, our
production capabilities, the value of and expenditures under our supply
contracts, our gross margin, our earnings per share and our production capacity
expansion plans.
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 intangible
assets, stock-based compensation and the related tax effects. 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) The equivalent GAAP gross margin in the first quarter 2006 was 14% and
the second quarter 2006 equivalent GAAP gross margin was 21%.
(2) The estimated GAAP gross margin for Q306 is 21-22%. The estimated GAAP
net income per share in Q306 is $0.08-$0.10.
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30, December 31,
2006 2005
---------- ------------
ASSETS
Cash and cash equivalents $ 277,493 $ 143,592
Short-term investments 19,900 --
Accounts receivable, net 34,263 25,498
Inventories 21,566 13,147
Prepaid expenses and other assets 33,319 3,236
Property and equipment, net 136,435 110,559
Goodwill and other intangible assets, net 19,271 21,622
Total assets $ 542,247 $ 317,654
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 36,313 $ 21,604
Customer advances 42,113 37,400
Total liabilities 78,426 59,004
Stockholders' equity 463,821 258,650
Total liabilities and stockholders' equity $ 542,247 $ 317,654
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(On a GAAP basis)
(In thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------- ----------------------
June 30, March 31, June 30, June 30, June 30,
2006 2006 2005 2006 2005
--------- --------- --------- --------- ---------
Revenue $ 54,695 $ 41,958 $ 16,400 $ 96,653 $ 27,492
Cost of revenue 43,248 36,266 17,585 79,514 30,678
Gross margin 11,447 5,692 (1,185) 17,139 (3,186)
Operating expenses:
Research and development 2,588 1,996 1,360 4,584 3,027
Selling, general and administrative 4,985 4,381 2,203 9,366 4,003
Total operating expenses 7,573 6,377 3,563 13,950 7,030
Operating income (loss) 3,874 (685) (4,748) 3,189 (10,216)
Interest and other income (expense), net 1,922 971 (1,588) 2,893 (3,357)
Income (loss) before income tax provision 5,796 286 (6,336) 6,082 (13,573)
Income tax provision 412 31 -- 443 --
Net income (loss) $ 5,384 $ 255 $ (6,336) $ 5,639 $ (13,573)
Net income per share:
- Basic $ 0.08 $ 0.00 $ 0.09
- Diluted $ 0.08 $ 0.00 $ 0.08
Shares used in calculation
of net income per share:
- Basic 64,040 61,126 62,583
- Diluted 69,357 66,932 68,172
Reconciliation of net income (loss) to non-GAAP net income (loss):
Net income (loss) $ 5,384 $ 255 $ (6,336) $ 5,639 $ (13,573)
Reconciling items:
Stock-based compensation expenses 1,137 1,412 184 2,549 184
Amortization of intangible assets 1,175 1,175 1,177 2,350 2,353
Tax Impact (162) -- -- (162) --
Non-GAAP net income (loss) $ 7,534 $ 2,842 $ (4,975) $ 10,376 $ (11,036)
Non-GAAP net income per share:
- Basic $ 0.12 $ 0.05 $ 0.17
- Diluted $ 0.11 $ 0.04 $ 0.15
Shares used in calculation of non-GAAP net income per share:
- Basic 64,040 61,126 62,583
- Diluted 69,357 66,932 68,172
SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(On a non-GAAP basis)
(In thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------- ----------------------
June 30, March 31, June 30, June 30, June 30,
2006 2006 2005 2006 2005
--------- --------- --------- --------- ---------
Revenue $ 54,695 $ 41,958 $ 16,400 $ 96,653 $ 27,492
Cost of revenue 41,839 34,897 16,316 76,736 28,233
Gross margin 12,856 7,061 84 19,917 (741)
Operating expenses:
Research and development 2,324 1,577 1,291 3,901 2,958
Selling, general
and administrative 4,346 3,582 2,180 7,928 3,980
Total operating expenses 6,670 5,159 3,471 11,829 6,938
Operating income (loss) 6,186 1,902 (3,387) 8,088 (7,679)
Interest and other income
(expense), net 1,922 971 (1,588) 2,893 (3,357)
Income (loss) before
income tax provision 8,108 2,873 (4,975) 10,981 (11,036)
Income tax provision 574 31 -- 605 --
Net income (loss) $ 7,534 $ 2,842 $ (4,975) $ 10,376 $ (11,036)
Non-GAAP net income per share:
- Basic $ 0.12 $ 0.05 $ 0.17
- Diluted $ 0.11 $ 0.04 $ 0.15
Shares used in calculation of non-GAAP net income per share:
- Basic 64,040 61,126 62,583
- Diluted 69,357 66,932 68,172
See accompanying reconciliation of GAAP measures to non-GAAP measures.
SUNPOWER CORPORATION
RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited)
(In thousands, except per share data)
NET INCOME PER SHARE:
SIX
MONTHS
THREE MONTHS ENDED ENDED
--------------------- ---------
June 30, March 31, June 30,
2006 2006 2006
--------- --------- ---------
Basic:
GAAP net income per share $ 0.08 $ 0.00 $ 0.09
Reconciling items:
Amortization of intangible assets 0.02 0.02 0.04
Stock-based compensation expense 0.02 0.03 0.04
Non-GAAP net income per share $ 0.12 $ 0.05 $ 0.17
Diluted:
GAAP net income per share $ 0.08 $ 0.00 $ 0.08
Reconciling items:
Amortization of intangible assets 0.02 0.02 0.04
Stock-based compensation expense 0.01 0.02 0.03
Non-GAAP net income per share $ 0.11 $ 0.04 $ 0.15
STATEMENT OF OPERATIONS DATA:
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------- ----------------------
June 30, March 31, June 30, June 30, June 30,
2006 2006 2005 2006 2005
--------- --------- --------- --------- ---------
GAAP cost of revenue $ 43,248 $ 36,266 $ 17,585 $ 79,514 $ 30,678
Amortization of intangible assets (1,175) (1,175) (1,177) (2,350) (2,353)
Stock-based compensation (234) (194) (92) (428) (92)
Non-GAAP cost of revenue $ 41,839 $ 34,897 $ 16,316 $ 76,736 $ 28,233
GAAP research and development expense $ 2,588 $ 1,996 $ 1,360 $ 4,584 $ 3,027
Stock-based compensation (264) (419) (69) (683) (69)
Non-GAAP research
and development expense $ 2,324 $ 1,577 $ 1,291 $ 3,901 $ 2,958
GAAP selling, general and
administrative expense $ 4,985 $ 4,381 $ 2,203 $ 9,366 $ 4,003
Stock-based compensation (639) (799) (23) (1,438) (23)
Non-GAAP selling, general and
administrative expense $ 4,346 $ 3,582 $ 2,180 $ 7,928 $ 3,980
GAAP operating income (loss) $ 3,874 $ (685) $ (4,748) $ 3,189 $ (10,216)
Amortization of intangible assets 1,175 1,175 1,177 2,350 2,353
Stock-based compensation 1,137 1,412 184 2,549 184
Non-GAAP operating
income (loss) $ 6,186 $ 1,902 $ (3,387) $ 8,088 $ (7,679)
GAAP income (loss)
before income tax provision $ 5,796 $ 286 $ (6,336) $ 6,082 $ (13,573)
Amortization of intangible assets 1,175 1,175 1,177 2,350 2,353
Stock-based compensation 1,137 1,412 184 2,549 184
Non-GAAP income (loss)
before income tax provision $ 8,108 $ 2,873 $ (4,975) $ 10,981 $ (11,036)
GAAP net income (loss) $ 5,384 $ 255 $ (6,336) $ 5,639 $ (13,573)
Amortization of intangible assets 1,175 1,175 1,177 2,350 2,353
Stock-based compensation 1,137 1,412 184 2,549 184
Tax effect (162) -- -- (162) --
Non-GAAP income (loss) $ 7,534 $ 2,842 $ (4,975) $ 10,376 $ (11,036)
SOURCE SunPower Corporation
-0- 07/20/2006
/CONTACT: Julie Blunden, +1-408-240-5577, or Manny Hernandez,
+1-408-240-5574, both of SunPower Corporation/
/Web site: http://www.sunpowercorp.com/
(SPWR CY)