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): April 23, 2009
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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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
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
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Entry
into a Material Definitive
Agreement.
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See
disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
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Item 2.02.
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Results
of Operations and Financial
Condition.
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On April
23, 2009, SunPower Corporation issued the press release attached as Exhibit 99.1
hereto announcing its results of operations for the first quarter of
2009.
The
information contained in Item 2.02 and Item 9.01 of 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.
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On April
17, 2009, SunPower Corporation (“SunPower”) and Union Bank, N.A. (“Union Bank”)
entered into a loan agreement under which SunPower borrowed $30.0 million for
three years at an interest rate of LIBOR plus 2%. Beginning in the second
year, the loan is to be repaid in eight equal quarterly installments commencing
June 30, 2010. Unless and until SunPower has granted to Union Bank a
security interest in cash collateral not less than 105% of the outstanding
principal amount of the loan, SunPower will maintain a depository account with
Union Bank holding a predetermined amount of funds. During the first year
of the loan, such account is required to hold at all times a balance equal to
the aggregate sum of $10.0 million plus interest due and payable during the
following 12 months, calculated monthly on a rolling basis. During the
second and third years of the loan, such account is required to hold at all
times a balance equal to the aggregate payments due and payable with respect to
principal and interest during the following 12 months, calculated monthly on a
rolling basis. In connection with the loan agreement, SunPower entered
into a security agreement with Union Bank, which will grant a security interest
in the deposit account in favor of Union Bank on April 1, 2010 if, prior to
then, all of SunPower’s 0.75% Senior Convertible Debentures due 2027 have
not been converted or exchanged in a manner satisfactory to Union Bank.
SunPower North America, LLC and SunPower Corporation, Systems, both
wholly-owned subsidiaries of SunPower, have each guaranteed up to $30.0
million of SunPower's obligations under the loan agreement. The
agreements include certain representations, covenants, and events of default
customary for financing transactions of this type.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release dated April 23, 2009
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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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Date:
April 23, 2009
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By:
/s/ DENNIS V. ARRIOLA
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Name:
Dennis V. Arriola
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Title:
Senior Vice President and 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 April 23, 2009
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FOR
IMEDIATE RELEASE
SunPower
Contacts
Investors
Bob
Okunski
408-240-5447
Bob.Okunski@sunpowercorp.com
Media
Helen
Kendrick
408-240-5585
Helen.Kendrick@sunpowercorp.com
SunPower
Reports First-Quarter 2009 Results
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·
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Signed
3-year, 300 to 600 MW supply agreement with FPL Group in April
2009
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·
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Awarded
17 MW power plant agreement with Xcel Energy in April
2009
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·
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Announced
8 MW power plant development agreement with Exelon in April
2009
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·
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Received
regulatory approval of 210 MW power purchase agreement with Pacific
Gas and
Electric
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·
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Booked
more than $60 million in North American commercial systems
projects
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·
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Began
construction of SunPower’s first Italian power plant with Api
Nova
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SAN JOSE, Calif., -- April 23,
2009 – SunPower Corporation (NASDAQ: SPWRA, SPWRB) today announced
financial results for its 2009 first quarter which ended March 29,
2009. Revenue for the 2009 first quarter was $214 million and
compares to revenues of $401 million in the fourth quarter of 2008 and $274
million in the first quarter of last year. The Components and Systems
segments each accounted for 50% of first-quarter 2009 revenue.
“The
first quarter of 2009 was the most challenging quarter we’ve seen since SunPower
went public in 2005,” said Tom Werner, SunPower’s CEO. “Our quarterly
performance was impacted by seasonality, the continuing effects of the credit
crisis and difficult economic conditions. Despite these headwinds we
were able to deliver strong gross margins in our Components business and
positive non-GAAP net income. We have responded to current market
conditions by moving to a demand-driven manufacturing model and reducing our
planned operating expenses to align with our adjusted revenue
outlook. Our recent announcements with FPL Group, Exelon and Xcel are
representative of the range of opportunities in our utility and power plant
business pipeline. Looking forward, we see positive trends emerging
in a number of market segments, including the rooftop, distributed power plant
and utility markets that give us confidence that we are well positioned for
growth in the second half of 2009, 2010 and beyond.
“We were
also pleased to announce today our expanded partnership with FPL Group through a
significant supply agreement for future solar projects. This builds
on our successful commencement of construction of the 25 megawatt DeSoto Next
Generation Solar Energy Center in
the first quarter of 2009. We look forward to working with FPL Group
on future solar power plants around the country,” Werner concluded.
On a GAAP
basis for the 2009 first quarter, SunPower reported gross margin of 22.3%, an
operating loss of $2.5 million and a net loss per share of
($0.06). GAAP net loss per share for the first quarter of 2009
includes a $5.0 million expense, or $0.06 per share, for non-cash charges
related to adoption of new FASB accounting rule FSP APB 14-1, which impacts how
companies account for interest expense on convertible bonds.
On a
non-GAAP basis, adjusted to exclude non-cash charges for amortization of
intangible assets of $4.1 million, stock-based compensation of $9.5 million and
non-cash interest expense of $5.0 million, SunPower reported total gross margin
of 24.3%, operating income of $11.5 million and net income per diluted share of
$0.05. This compares with fourth-quarter 2008 non-GAAP gross margin
of 29.9%, operating income of $77.5 million and $0.69 net income per diluted
share. For the 2009 first quarter, Components segment gross margin
was 29.5% and Systems segment gross margin was 19.0%.
2009
Guidance
The
company expects the following fiscal year 2009 non-GAAP
results: total revenue of $1.3 billion to $1.7 billion, net income
per diluted share of $1.25 to $1.75 and production of up to 400
megawatts. The company also revised its 2009 capital expenditure
outlook from $350 million - $400 million to $250 million - $300
million.
For the
full year 2009, the company expects the following total company GAAP results:
revenue of $1.3 billion to $1.7 billion and net income per diluted share of
$0.25 to $0.75. GAAP earnings per share guidance include
approximately $0.20 per share of expense for non-cash charges related to the
adoption of FASB accounting rule FSB APB 14-1.
This
press release contains both GAAP and non-GAAP financial
information. Non-GAAP figures are reconciled to the closest GAAP
equivalent figures on the final page of this press release. Please
note that the company has posted supplemental information and slides related to
its first-quarter 2009 performance on the Events and Presentations section of
the SunPower Investor Relations page at
http://investors.sunpowercorp.com/events.cfm.
About
SunPower
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.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not represent historical facts and may be
based on underlying assumptions. The company uses words and phrases such as
“planned opportunities,” “pipeline,” “forward,” “trends,” “growth,” and
“expects” to identify forward-looking statements in this press release,
including forward-looking statements regarding: (a) opportunities in our
utility and power plant pipeline; (b) trends emerging in a number of market
segments including the rooftop, distributed power plan and utility markets that
give us confidence that we are well positioned for growth in the second half of
2009, 2010 and beyond; (c) working together with FPL Group on future solar power
plants, (d) GAAP and non-GAAP fiscal year 2009 total revenue and net income per
diluted share; (e) 2009 expected production, operating expenses and capital
expenditures; and (f) expense for non-cash charges related to the adoption of
FASB accounting rule 14-1. Such forward-looking statements are based on
information available to the company as of the date of this release and involve
a number of risks and uncertainties, some beyond the company’s control, that
could cause actual results to differ materially from those anticipated by these
forward-looking statements, including risks and uncertainties such as: (i)
the company’s ability to obtain and maintain an adequate supply of raw materials
and components, as well as the price it pays for such; (ii) general business and
economic conditions, including seasonality of the industry; (iii) growth trends
in the solar power industry; (iv) the continuation of governmental and related
economic incentives promoting the use of solar power; (v) the improved
availability of third-party financing arrangements for the company’s customers;
(vi) construction difficulties or potential delays, including permitting and
transmission access and upgrades; (vii) the company’s ability to ramp new
production lines and realize expected manufacturing efficiencies; (viii)
manufacturing difficulties that could arise; (ix) the success of the company’s
ongoing research and development efforts to compete with other companies and
competing technologies;
(x)
FPL Group’s potential exercise of early termination rights under the supply
agreement; (xi) unanticipated changes in the GAAP expense for non-cash charges
related to the adoption of FASB accounting rule 14-1; and (xii) other risks
described in the company’s Annual Report on Form 10-K for the year ended
December 28, 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.
Segment
Reporting Information
For
first-quarter 2009 reporting purposes, the Systems segment generally represents
products and services sold directly to the system
owner. Additionally, both SunPower and third-party solar panels sold
through the Systems segment channels are recorded as Systems segment revenue.
The Components segment primarily represents products sold to installers and
resellers.
Non-GAAP
Measures
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 non-cash charges related to amortization of intangible
assets, stock-based compensation, impairment of long-lived assets, interest
expense, and their related tax effects. Management does not consider
these charges in evaluating the core operational activities of
SunPower. 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.
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.
# # #
SunPower
is a registered trademark of SunPower Corp. All other trademarks are the
property of their respective owners.
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SUNPOWER
CORPORATION
|
||||||||
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||
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(In
thousands)
|
||||||||
|
(Unaudited)
|
||||||||
|
Mar.
29,
|
Dec.
28,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
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Cash
and cash equivalents
|
$
|
149,110
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$
|
202,331
|
||||
|
Restricted
cash
|
184,462
|
175,277
|
||||||
|
Investments
|
21,268
|
40,756
|
||||||
|
Accounts
receivable, net
|
149,179
|
194,222
|
||||||
|
Costs
and estimated earnings in excess of billings
|
34,164
|
30,326
|
||||||
|
Inventories
|
343,169
|
251,542
|
||||||
|
Prepaid
expenses and other assets
|
187,491
|
197,637
|
||||||
|
Advances
to suppliers
|
154,526
|
162,610
|
||||||
|
Property,
plant and equipment, net
|
687,159
|
629,247
|
||||||
|
Goodwill
and other intangible assets, net
|
231,609
|
236,210
|
||||||
|
Total
assets
|
$
|
2,142,137
|
$
|
2,120,158
|
||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Accounts
payable
|
$
|
272,600
|
$
|
263,241
|
||||
|
Accrued
and other liabilities
|
173,874
|
213,772
|
||||||
|
Long-term
debt
|
103,850
|
54,598
|
||||||
|
Convertible
debt
|
363,768
|
357,173
|
||||||
|
Billings
in excess of costs and estimated earnings
|
6,904
|
11,806
|
||||||
|
Customer
advances
|
101,072
|
110,394
|
||||||
|
Total
liabilities
|
1,022,068
|
1,010,984
|
||||||
|
Stockholders'
equity
|
1,120,069
|
1,109,174
|
||||||
|
Total
liabilities and stockholders' equity
|
$
|
2,142,137
|
$
|
2,120,158
|
||||
|
SUNPOWER
CORPORATION
|
||||||||||||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
|
(In
thousands, except per share data)
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
THREE
MONTHS ENDED
|
||||||||||||
|
Mar.
29,
|
Mar.
30,
|
Dec.
28,
|
||||||||||
|
2009
|
2008
|
2008
|
||||||||||
|
Revenue:
|
||||||||||||
|
Systems
|
$
|
106,097
|
$
|
178,851
|
$
|
177,858
|
||||||
|
Components
|
107,690
|
94,850
|
223,109
|
|||||||||
|
213,787
|
273,701
|
400,967
|
||||||||||
|
Cost
of revenue:
|
||||||||||||
|
Cost
of systems revenue
|
88,351
|
143,264
|
142,591
|
|||||||||
|
Cost
of components revenue
|
77,688
|
77,242
|
147,045
|
|||||||||
|
166,039
|
220,506
|
289,636
|
||||||||||
|
Gross
margin
|
47,748
|
53,195
|
111,331
|
|||||||||
|
Operating
expenses:
|
||||||||||||
|
Research
and development
|
7,964
|
4,642
|
5,970
|
|||||||||
|
Selling,
general and administrative
|
42,283
|
33,858
|
50,599
|
|||||||||
|
Total
operating expenses
|
50,247
|
38,500
|
56,569
|
|||||||||
|
Operating
income (loss)
|
(2,499
|
)
|
14,695
|
54,762
|
||||||||
|
Interest
and other income (expense), net
|
(12,094
|
)
|
(1,435
|
)
|
(20,742
|
)
|
||||||
|
Income
(loss) before income taxes and equity in earnings of unconsolidated
investees
|
(14,593
|
)
|
13,260
|
34,020
|
||||||||
|
Income
tax provision (benefit)
|
(8,562
|
)
|
1,805
|
12,742
|
||||||||
|
Income
(loss) before equity in earnings of unconsolidated
investees
|
(6,031
|
)
|
11,455
|
21,278
|
||||||||
|
Equity
in earnings of unconsolidated investees, net of
taxes
|
1,245
|
544
|
10,072
|
|||||||||
|
Net
income (loss)
|
$
|
(4,786
|
)
|
$
|
11,999
|
$
|
31,350
|
|||||
|
Net
income (loss) per share:
|
||||||||||||
|
-
Basic
|
$
|
(0.06
|
)
|
$
|
0.15
|
$
|
0.37
|
|||||
|
-
Diluted
|
$
|
(0.06
|
)
|
$
|
0.14
|
$
|
0.36
|
|||||
|
Shares
used in calculation of net income (loss) per share:
|
||||||||||||
|
-
Basic
|
84,162
|
80,215
|
84,008
|
|||||||||
|
-
Diluted
|
84,162
|
84,252
|
86,120
|
|||||||||
|
(In
thousands, except per share data)
|
||||||||||||||||||||||||
|
THREE
MONTHS ENDED
|
THREE
MONTHS ENDED
|
|||||||||||||||||||||||
|
Mar.
29,
|
Mar.
30,
|
Dec.
28,
|
Mar.
29,
|
Mar.
30,
|
Dec.
28,
|
|||||||||||||||||||
|
2009
|
2008
|
2008
|
2009
|
2008
|
2008
|
|||||||||||||||||||
|
(Presented
on a GAAP Basis)
|
(Presented
on a non-GAAP Basis)
|
|||||||||||||||||||||||
|
Gross
margin
|
$
|
47,748
|
$
|
53,195
|
$
|
111,331
|
$
|
51,864
|
$
|
65,698
|
$
|
119,749
|
||||||||||||
|
Operating
income (loss)
|
$
|
(2,499
|
)
|
$
|
14,695
|
$
|
54,762
|
$
|
11,536
|
$
|
39,097
|
$
|
77,483
|
|||||||||||
|
Net
income (loss) per share:
|
||||||||||||||||||||||||
|
-Basic
|
$
|
(0.06
|
)
|
$
|
0.15
|
$
|
0.37
|
$
|
0.05
|
$
|
0.40
|
$
|
0.71
|
|||||||||||
|
-Diluted
|
$
|
(0.06
|
)
|
$
|
0.14
|
$
|
0.36
|
$
|
0.05
|
$
|
0.38
|
$
|
0.69
|
|||||||||||
About
SunPower’s Non-GAAP Financial Measures
To
supplement its consolidated financial results presented in accordance with GAAP,
SunPower uses non-GAAP measures which are adjusted from the most directly
comparable GAAP results to exclude non-cash charges related to amortization of
intangible assets, stock-based compensation expenses, impairment of
long-lived assets, interest expense, and the related tax effects of these
non-GAAP adjustments. The specific non-GAAP measures listed below are
gross margin, operating income and net income per share. Management believes
that each of these non-GAAP measures (gross margin, operating income and
net income per share) are useful to investors by enabling them to better assess
changes in each of these key elements of SunPower's results of operations across
different reporting periods on a consistent basis, independent of these non-cash
items. Thus, each of these non-GAAP financial measures provides investors
with another method for assessing SunPower's operating results in a manner
that is focused on its ongoing core operating performance, absent the effects of
amortization of intangible assets, stock-based compensation expenses, impairment
of long-lived assets and interest expense. Management also uses these non-GAAP
measures internally to assess the business and financial performance of current
and historical results, for strategic decision making, forecasting future
results and evaluating the company's current performance. Many of the
analysts covering SunPower also use these non-GAAP measures in their analyses.
These non-GAAP measures are not in accordance with or an alternative for GAAP
financial data, the non-GAAP results should be reviewed together with the GAAP
results 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.
o 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 amortization of intangible assets, stock-based compensation expenses,
impairment of long-lived assets and interest expense. 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.
o Non-GAAP
operating income. The use of this non-GAAP financial measure allows management
to evaluate the operating results of the Company's core businesses and trends
across different reporting periods on a consistent basis, independent of
non-cash items including amortization of intangible assets, stock-based
compensation expenses, impairment of long-lived assets and interest expense. 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 understand the results of operations of the
Company’s core businesses and to compare our results of operations on a more
consistent basis against that of other companies in our industry.
o 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 amortization of intangible assets, stock-based
compensation expenses, impairment of long-lived assets, interest expense
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
o Amortization
of intangible assets. SunPower incurs amortization of intangible assets as a
result of Cypress acquiring the company in November 2004, in which Cypress’ cost
of purchased technology, patents, trademarks and a distribution agreement is
reflected in our financial statements. In addition, SunPower incurs amortization
of intangible assets 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.
o 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.
o Impairment of
long-lived assets. SunPower incurred an impairment of long-lived assets
in the first quarter of fiscal 2008 totaling $5.5 million, which relates to the
discontinuation of our imaging detector product line and for the write-off of
certain solar manufacturing equipment which became obsolete due to new
processes. The $3.3 million write-off of certain solar manufacturing equipment
was reversed in the third quarter of fiscal 2008. SunPower excluded this
item because the expense is not reflective of its ongoing operating results
in the period incurred. Excluding this data provides investors with a basis to
compare the company’s performance against the
performance of other companies without non-cash expenses such as impairment of
long-lived assets.
o Non-cash
interest expense. Under FSP APB 14-1, SunPower separately accounts for
the liability and equity components of its convertible debt in a manner that
reflects interest expense equal to SunPower’s non-convertible debt borrowing
rate. As a result, SunPower incurs interest expense that is substantially higher
than interest payable on $198.6 million in principal amount of its 1.25% senior
convertible debentures and $225.0 million in principal amount of its 0.75%
senior convertible debentures. SunPower excludes non-cash interest expense
because the expense is not reflective of its ongoing financial results in
the period incurred. Excluding this data provides investors with a basis to
compare the company’s performance against the performance of other companies
without non-cash interest expense.
o Tax
effect. 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.
For more information on these non-GAAP
financial measures, please see the tables captioned "Reconciliations of GAAP
results of operations measures to non-GAAP measures" set forth at
the end of this release and which should be read together with the preceding
financial statements prepared in accordance with GAAP.
|
SUNPOWER
CORPORATION
|
||||||||||||
|
RECONCILIATIONS
OF GAAP MEASURES TO NON-GAAP MEASURES
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
(In
thousands, except per share data)
|
||||||||||||
|
STATEMENT
OF OPERATIONS DATA:
|
||||||||||||
|
THREE
MONTHS ENDED
|
||||||||||||
|
Mar.
29,
|
Mar.
30,
|
Dec.
28,
|
||||||||||
|
2009
|
2008
|
2008
|
||||||||||
|
GAAP
gross margin
|
$
|
47,748
|
$
|
53,195
|
$
|
111,331
|
||||||
|
Amortization
of intangible assets
|
2,793
|
3,212
|
2,930
|
|||||||||
|
Stock-based
compensation expense
|
823
|
3,714
|
5,171
|
|||||||||
|
Impairment
of long-lived assets
|
—
|
5,489
|
—
|
|||||||||
|
Non-cash
interest expense
|
500
|
88
|
317
|
|||||||||
|
Non-GAAP
gross margin
|
$
|
51,864
|
$
|
65,698
|
$
|
119,749
|
||||||
|
GAAP
operating income (loss)
|
$
|
(2,499
|
)
|
$
|
14,695
|
$
|
54,762
|
|||||
|
Amortization
of intangible assets
|
4,052
|
4,317
|
4,210
|
|||||||||
|
Stock-based
compensation expense
|
9,483
|
14,508
|
18,194
|
|||||||||
|
Impairment
of long-lived assets
|
—
|
5,489
|
—
|
|||||||||
|
Non-cash
interest expense
|
500
|
88
|
317
|
|||||||||
|
Non-GAAP
operating income
|
$
|
11,536
|
$
|
39,097
|
$
|
77,483
|
||||||
|
NET
INCOME (LOSS) PER SHARE:
|
||||||||||||
|
THREE
MONTHS ENDED
|
||||||||||||
|
Mar.
29,
|
Mar.
30,
|
Dec.
28,
|
||||||||||
|
2009
|
2008
|
2008
|
||||||||||
|
Basic:
|
||||||||||||
|
GAAP
net income (loss) per share
|
$
|
(0.06
|
)
|
$
|
0.15
|
$
|
0.37
|
|||||
|
Reconciling
items:
|
||||||||||||
|
Amortization
of intangible assets
|
0.05
|
0.05
|
0.05
|
|||||||||
|
Stock-based
compensation expense
|
0.11
|
0.18
|
0.22
|
|||||||||
|
Impairment
of long-lived assets
|
—
|
0.07
|
—
|
|||||||||
|
Non-cash
interest expense
|
0.06
|
0.05
|
0.05
|
|||||||||
|
Tax
effect
|
(0.11
|
)
|
(0.10
|
)
|
0.02
|
|||||||
|
Non-GAAP
net income per share
|
$
|
0.05
|
$
|
0.40
|
$
|
0.71
|
||||||
|
Diluted:
|
||||||||||||
|
GAAP
net income (loss) per share
|
$
|
(0.06
|
)
|
$
|
0.14
|
$
|
0.36
|
|||||
|
Reconciling
items:
|
||||||||||||
|
Amortization
of intangible assets
|
0.05
|
0.05
|
0.05
|
|||||||||
|
Stock-based
compensation expenses
|
0.11
|
0.17
|
0.21
|
|||||||||
|
Impairment
of long-lived assets
|
—
|
0.07
|
—
|
|||||||||
|
Non-cash
interest expense
|
0.06
|
0.05
|
0.05
|
|||||||||
|
Tax
effect
|
(0.11
|
)
|
(0.10
|
)
|
0.02
|
|||||||
|
Non-GAAP
net income per share
|
$
|
0.05
|
$
|
0.38
|
$
|
0.69
|
||||||
|
Shares
used in calculation of GAAP net income (loss) per share:
|
||||||||||||
|
-
Basic
|
84,162
|
80,215
|
84,008
|
|||||||||
|
-
Diluted
|
84,162
|
84,252
|
86,120
|
|||||||||
|
Shares
used in calculation of non-GAAP net income per share:
|
||||||||||||
|
-Basic
|
84,162
|
80,215
|
84,008
|
|||||||||
|
-Diluted
|
85,992
|
84,252
|
86,120
|
|||||||||
The
following supplemental data represents the individual charges and credits that
are excluded from SunPower’s non-GAAP financial measures for each period
presented in the Condensed Consolidated Statements of Operations contained
herein.
|
SUPPLEMENTAL
DATA
|
||||||||||||||||||||||||
|
(In
thousands)
|
||||||||||||||||||||||||
|
THREE
MONTHS ENDED
|
||||||||||||||||||||||||
|
March
29, 2009
|
||||||||||||||||||||||||
|
Gross
Margin
|
Research
and
development
|
Selling,
general
and
administrative
|
Interest
and other income (expense), net
|
Income
tax provision (benefit)
|
||||||||||||||||||||
|
Systems
|
Components
|
|||||||||||||||||||||||
|
Amortization
of intangible assets
|
$
|
1,841
|
$
|
952
|
$
|
—
|
$
|
1,259
|
$
|
—
|
$
|
—
|
||||||||||||
|
Stock-based
compensation expense
|
298
|
525
|
1,431
|
7,229
|
—
|
—
|
||||||||||||||||||
|
Non-cash
interest expense
|
230
|
270
|
—
|
—
|
4,521
|
—
|
||||||||||||||||||
|
Tax
effect
|
—
|
—
|
—
|
—
|
—
|
(9,547
|
)
|
|||||||||||||||||
|
$
|
2,369
|
$
|
1,747
|
$
|
1,431
|
$
|
8,488
|
$
|
4,521
|
$
|
(9,547
|
)
|
||||||||||||
|
March
30, 2008
|
||||||||||||||||||||||||
|
Gross
Margin
|
Research
and
development
|
Selling,
general
and
administrative
|
Interest
and other income (expense), net
|
Income
tax provision (benefit)
|
||||||||||||||||||||
|
Systems
|
Components
|
|||||||||||||||||||||||
|
Amortization
of intangible assets
|
$
|
2,168
|
$
|
1,044
|
$
|
—
|
$
|
1,105
|
$
|
—
|
$
|
—
|
||||||||||||
|
Stock-based
compensation expense
|
2,511
|
1,203
|
811
|
9,983
|
—
|
—
|
||||||||||||||||||
|
Impairment
of long-lived assets
|
1,343
|
4,146
|
—
|
—
|
—
|
—
|
||||||||||||||||||
|
Non-cash
interest expense
|
36
|
52
|
—
|
—
|
4,296
|
—
|
||||||||||||||||||
|
Tax
effect
|
—
|
—
|
—
|
—
|
—
|
(8,711
|
)
|
|||||||||||||||||
|
$
|
6,058
|
$
|
6,445
|
$
|
811
|
$
|
11,088
|
$
|
4,296
|
$
|
(8,711
|
)
|
||||||||||||
|
December
28, 2008
|
||||||||||||||||||||||||
|
Gross
Margin
|
Research
and
development
|
Selling,
general
and
administrative
|
Interest
and other income (expense), net
|
Income
tax provision (benefit)
|
||||||||||||||||||||
|
Systems
|
Components
|
|||||||||||||||||||||||
|
Amortization
of intangible assets
|
$
|
1,841
|
$
|
1,089
|
$
|
—
|
$
|
1,280
|
$
|
—
|
$
|
—
|
||||||||||||
|
Stock-based
compensation expense
|
3,084
|
2,087
|
1,218
|
11,805
|
—
|
—
|
||||||||||||||||||
|
Non-cash
interest expense
|
86
|
231
|
—
|
—
|
3,875
|
—
|
||||||||||||||||||
|
Tax
effect
|
—
|
—
|
—
|
—
|
—
|
1,332
|
||||||||||||||||||
|
$
|
5,011
|
$
|
3,407
|
$
|
1,218
|
$
|
13,085
|
$
|
3,875
|
$
|
1,332
|
|||||||||||||