form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date
of earliest event reported): November
4,
2008
___________________
SunPower
Corporation
|
(Exact
Name of Registrant as Specified in
Charter)
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___________________
Delaware
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001-34166
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
|
___________________
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):
|
o
|
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
7.01. Regulation FD Disclosure.
On
November 4, 2008, SunPower Corporation (the “Company”) issued the press release
attached as Exhibit 99.1 hereto announcing the impact of recent foreign exchange
rate volatility on the Company’s expected results of operations for the fourth
quarter of fiscal year 2008 and for the full fiscal year 2009.
The
information contained in this report on Form 8-K and Exhibit 99.1 hereto 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
Exhibit No.
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|
Description
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99.1
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Press
Release dated November 4, 2008
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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.
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SUNPOWER
CORPORATION
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|
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Date:
November 5, 2008
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By:
/s/ Emmanuel Hernandez
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Name:
Emmanuel Hernandez
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Title:
Chief Financial Officer
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Exhibit No.
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Description
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99.1
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Press
Release dated November 4, 2008
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ex99-1.htm
FOR
IMMEDIATE RELEASE
SunPower
Contacts:
Bob
Okunski
408-240-5447
Bob.okunski@sunpowercorp.com
Helen
Kendrick
408-240-5585
hkendrick@sunpowercorp.com
SunPower
Announces Impact of Recent Foreign Exchange Rate Volatility
Fourth Quarter 2008 and Fiscal Year
2009 Guidance Adjusted
SAN JOSE, Calif., November 4,
2008 – SunPower Corporation (NASDAQ: SPWRA, SPWRB) today announced that
substantial strengthening of the U.S. dollar relative to the Euro during the
fourth quarter is expected to reduce earnings growth in the current quarter and
fiscal year 2009.
SunPower
has historically operated under a hedging policy to minimize its exposure to
changes in the foreign exchange rate between the U.S. dollar and other
currencies. In connection with its global tax planning the company
recently changed the functional currency of certain European subsidiaries from
dollars to Euros, resulting in greater exposure to changes in the value of
the Euro. Implementation of this tax strategy had, and will continue
to have, the ancillary effect of limiting SunPower’s ability to hedge
certain Euro-denominated revenue. As a result of the U.S.
dollar’s recent substantial appreciation relative to the Euro, the company
became under-hedged during the fourth quarter of 2008 and for the fiscal year
2009. SunPower believes that it has adjusted its hedging positions to
limit its net income exposure to currency fluctuations and believes that it will
be hedged for 80 to 90 percent of Euro-denominated net income in the fourth
quarter of 2008 and more than 50 percent for the first three quarters of
2009.
The
aggregate foreign exchange impact on fourth quarter results is expected to be
approximately $17 million on revenue, $15 million on GAAP and non-GAAP gross
profit and $0.15 on non-GAAP net income per share. For the fiscal
year 2009 the company anticipates the impact to be approximately $50 million in
revenue and $0.50 on non-GAAP net income per share.
These
adjustments reflect only the impact of exceptional foreign exchange
fluctuations. Excluding these adjustments, SunPower’s previously announced
guidance for the fourth quarter of 2008 and fiscal year 2009 remains
unchanged. The company expects the foreign exchange impact to be
weighted significantly toward its Components business segment.
SunPower
expects fourth quarter 2008 total revenue of $388 million to $418 million,
company non-GAAP gross margin of 25 percent to 26 percent and non-GAAP diluted
net income per share of $0.58 to $0.65.1 For
2009, the company expects total revenue of $2.0 billion to $2.1 billion and
non-GAAP diluted net income per share of at least $3.00.2
About
SunPower Corporation
SunPower
Corporation (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers
high-performance solar electric systems worldwide for residential, commercial
and utility-scale power plant customers. SunPower high-efficiency solar cells
and solar panels generate up to 50 percent more power than conventional solar
technologies and have a uniquely attractive, all-black appearance. With
headquarters in San Jose, Calif., SunPower has offices in North America, Europe,
Australia, and Asia. For more information, visit www.sunpowercorp.com.
1
For the fourth quarter of 2008, SunPower expects the following total company
GAAP results: revenue of $388 million to $418 million, gross margin of 24
percent to 25 percent and diluted net income per share of $0.24 to
$0.31.
2
For the fiscal year 2009, SunPower expects the following total company GAAP
results: revenue of $2.0 billion to $2.1 billion and diluted net income per
share of at least $1.68.
Forward-Looking
Statement
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements that do not represent historical facts
and the assumptions underlying or relating to these statements. The company uses
words and phrases such as "expect," “will,” "guidance," "believes,"
“anticipates,” and similar expressions to identify forward-looking statements.
Forward-looking statements in this press release include, but are not limited
to, the company's plans and expectations regarding: (a) the reduction in
earnings growth in the current quarter caused by substantial strengthening in
the U.S. dollar relative to the Euro during the fourth quarter and fiscal year
2009; (b) the adequacy of the adjustments in its hedging positions to limit its
net income exposure to currency fluctuations; (c) the percentages of
Euro-denominated net income in the fourth quarter of 2008 and for the first
three quarters of 2009; (d) the aggregate foreign exchange impact on the fourth
quarter being $17 million on revenue, $15 million on gross profit and $0.15 on
non-GAAP net income per share; (e) the foreign exchange impact of approximately
$50 million in revenue and $0.50 on non-GAAP income per share for 2009; (f) the
company achieving certain GAAP and non-GAAP results, including (1) total revenue
and diluted net income per share for fiscal year 2009 and (2) total revenue,
gross margin percentage, and diluted net income per share for the fourth quarter
of fiscal year 2008; and (g) the Company’s expectation that the foreign exchange
impact will be weighted significantly toward its components business segment.
These forward-looking statements are based on information available to the
company as of the date of this release and management's current expectations,
forecasts and assumptions, and involve a number of risks and uncertainties that
could cause actual results to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a variety of
factors, some of which are beyond the company's control. In particular, risks
and uncertainties that could cause actual results to differ include: (i) the
company's ability to obtain and maintain an adequate supply of polysilicon,
ingots, wafers and other materials, components and products to manufacture its
component products and design and construct its systems, as well as the price it
pays for such materials, components and products; (ii) business and economic
conditions, including the current uncertain economic environment and credit
crisis, and growth trends in the solar power industry; (iii) the continuation of
governmental and related economic incentives promoting the use of solar power;
(iv) the continued availability of third-party financing arrangements for the
company's customers; (v) construction difficulties or potential delays in the
project implementation process, including transmission access and upgrades;
(vi)
unanticipated delays or difficulties securing necessary permits, licenses or
other governmental approvals; (vii) the risk of continuation of supply of
products and components from suppliers; (viii) unanticipated problems with
deploying the system on the sites; (ix) the company's ability to ramp new
production lines and realize expected manufacturing efficiencies; (x) unforeseen
manufacturing equipment delays at the company's fabrication facilities and panel
factories; (xi) the company's ability to utilize thinner wafers, reduce kerf
loss and otherwise achieve anticipated improvements in polysilicon usage
efficiency; (xii) production difficulties that could arise; (xiii) the success
of the company's ongoing research and development efforts; (xiv) the company's
ability to compete with other companies and competing technologies; (xv)
liquidated damages or customer refunds for late installations arising on large
scale solar projects (xvi) unanticipated changes in the mix of balance of
systems sales; (xvii) the company's ability to successfully transition to its
new ERP and accounting system and the potential impact of such on its operations
and financial results; (xviii) currency fluctuations in the Euro, Philippine
peso or the South Korean won relative to the U.S. dollar; (xix) the risk that
our current and future hedging policies and hedges will not protect us
adequately against the effect of currency fluctuations; and (xx) other risks described
in the company's Quarterly Report on Form 10-Q for the quarter ended June 29,
2008, and other filings with the Securities and Exchange Commission. These
forward-looking statements should not be relied upon as representing the
company's views as of any subsequent date, and the company is under no
obligation to, and expressly disclaims any responsibility to, update or alter
its forward-looking statements, whether as a result of new information, future
events or otherwise.
Non-GAAP
Measures
SunPower
uses non-GAAP measures which are adjusted from the most directly comparable GAAP
results to exclude non-cash items related to stock- based compensation expenses,
amortization of intangibles and their related tax effects. Management
does not consider these charges in evaluating the core operational activities of
SunPower. The specific non-GAAP measures we use in this press release are gross
margin and net income per share. Management uses these non-GAAP measures
internally to make strategic decisions, forecast future results and evaluate
SunPower'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 SunPower'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.
--
Non-GAAP gross margin. The use of this non-GAAP financial measure allows
management to evaluate the gross margin of the company's core businesses and
trends across different reporting periods on a consistent basis, independent of
non-cash items including stock-based compensation expenses and amortization of
intangible assets. In addition, it is an important component of
management's internal performance measurement process as it is used to assess
the current and historical financial results of the business, for strategic
decision making, preparing budgets and forecasting future results. Management
presents this non-GAAP financial measure to enable investors and analysts to
evaluate our revenue generation performance relative to the direct costs of
revenue of SunPower's core businesses.
--
Non-GAAP net income per share. Management presents this non-GAAP financial
measure to enable investors and analysts to assess the Company's operating
results and trends across different reporting periods on a consistent basis,
independent of non-cash items including stock-based compensation expenses and
the tax effects of these non-GAAP adjustments. In addition, investors and
analysts can compare the Company's operating results on a more consistent basis
against that of other companies in our industry.
Non-Cash
Items
--
Stock-based compensation. Stock-based compensation relates primarily to SunPower
stock awards such as stock options and restricted stock. Stock-based
compensation is a non-cash expense that varies in amount from period to period
and is dependent on market forces that are difficult to predict. As a result of
this unpredictability, management excludes this item from its internal operating
forecasts and models. Management believes that non-GAAP measures adjusted for
stock-based compensation provide investors with a basis to measure the company's
core performance against the performance of other companies without the
variability created by stock-based compensation.
--
Amortization of intangibles. SunPower incurs amortization of intangibles as a
result of our acquisitions, which includes purchased technology such as existing
technology, patents, brand names and trademarks. SunPower excludes these items
because these expenses are not reflective of ongoing operating results in the
period incurred. These amounts arise from prior acquisitions and have no direct
correlation to the operation of SunPower's core businesses.
-- Tax
effects. This amount is used to present each of the amounts described above on
an after-tax basis with the presentation of non-GAAP net income per
share.
Fiscal
Periods
SunPower
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.
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SunPower
is a registered trademark of SunPower Corp. All other trademarks are the
property of their respective owners.