SPWR 05022013 8-K
 

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): May 2, 2013
 
 
SunPower Corporation
(Exact name of registrant as specified in its charter)

 
 
001-34166
(Commission File Number)
 
Delaware
94-3008969
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)

77 Rio Robles, San Jose, California 95134
(Address of principal executive offices, with 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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 2.02.
Results of Operations and Financial Condition.

On May 2, 2013, the Company issued the press release attached as Exhibit 99.1 hereto announcing its results of operations for the first fiscal quarter ended March 31, 2013.

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.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.
Description
 
 
99.1
Press Release dated May 2, 2013



SIGNATURE
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
 
 
 
Date: May 2, 2013
By:
/S/ CHARLES D. BOYNTON
 
Name:
Charles D. Boynton
 
Title:
Executive Vice President and
Chief Financial Officer




EXHIBIT INDEX
 
Exhibit No.
Description
 
 
99.1
Press Release dated May 2, 2013


ex99_05022013


Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Investors
Bob Okunski
408-240-5447
Bob.Okunski@sunpowercorp.com

Media
Natalie Wymer
408-457-2348
Natalie.Wymer@sunpowercorp.com



SunPower Reports First-Quarter 2013 Results

Q1 2013 GAAP Revenue of $635 million, Non-GAAP Revenue of $575 million

SAN JOSE, Calif., May 2, 2013 – SunPower Corp. (NASDAQ: SPWR) today announced financial results for its 2013 first quarter ended March 31, 2013.

($ Millions except per-share data)
1st Quarter 2013
4th Quarter 2012
1st Quarter 2012
GAAP revenue (1)
$635.4
$678.5
$494.1
GAAP gross margin
9.3%
6.9%
9.2%
GAAP net loss (2)
$(54.7)
$(144.8)
$(74.5)
GAAP net loss per diluted share (2)
$(0.46)
$(1.22)
$(0.67)
Non-GAAP gross margin (3)
22.7%
18.7%
12.7%
Non-GAAP net income (loss) per diluted share (3)
$0.22
$0.18
$(0.12)
Megawatts (MW) produced
208
153
297

(1)
GAAP revenue includes $60.8 million for the first quarter of fiscal 2013 and excludes $106.1 million and $86.2 million for the fourth and first quarter of fiscal 2012, respectively, in revenue related to the construction of utility power plant projects and construction activities. See details in the non-GAAP measures disclosure included in this press release.
(2)
GAAP results include approximately $90.4 million, $179.3 million and $54.0 million for the first quarter of fiscal 2013, the fourth quarter of fiscal 2012 and the first quarter of fiscal 2012, respectively, in net, pre-tax charges and adjustments excluded from non-GAAP results. See details in the non-GAAP measures disclosure included in this press release.
(3)
A reconciliation of GAAP to non-GAAP results is included at the end of this press release.

“SunPower started 2013 with strong quarterly performance.  Our results reflect the benefits of our superior solar panel technology combined with strong performance from both our rooftop and ground mount teams,” said Tom Werner, SunPower president and CEO. “Regionally, North America posted excellent results in all end segments. In our power plant business, we started initial construction of the 579-megawatt (MW) Antelope Valley Solar Projects (AVSP) for MidAmerican Solar and reached 90 percent completion on the California Valley Solar Ranch (CVSR) project owned by NRG Energy. With installation at CVSR expected to be finished by the end of the second quarter, we are on plan for full project completion by the end of the year. Demand in the residential lease business remained solid and once again exceeded our finance capacity in the first quarter.

"Additionally, demand in Japan remains very strong as Toshiba and Sharp accounted for approximately 25 percent of total first-quarter shipments. Finally, in Europe, we saw modest improvement in industry conditions during the quarter and are on track to return to profitability in the region by the end of 2013,” concluded Werner.






Key milestones achieved by the company since the fourth quarter of 2012 include:

Initiated construction activities for the 579-MW AVSP for MidAmerican Solar
Installed more than 225-MW to date for the 250-MW CVSR project
Dedicated first MW-scale SunPower® C7 Tracker deployment for Salt River Project in Arizona
SunPower and its partners awarded 65-MW in recent French tender
Signed 5-MW agreement with Verizon to be deployed over six states
Residential lease program - 16,200 customers with approximately 130-MW booked to date
Generated $216 million in free cash flow including lease financings

“As a result of solid execution, we exceeded our financial targets for the quarter while further strengthening our balance sheet,” said Chuck Boynton, SunPower CFO. “We also continued to prudently manage our working capital needs as we reduced inventory and generated $216 million in free cash flow during the quarter. With our strong project backlog, continued growth in residential lease and global focus on improving our cost structure, we remain confident in achieving our 2013 financial targets.”

First quarter fiscal 2013 GAAP results include pre-tax charges, expenses and adjustments totaling approximately $90.4 million, including a $68.1 million gross margin adjustment related to the timing of revenue recognition from utility power plant projects and construction activities; $8.5 million in stock-based compensation expense; $11.9 million in non-cash interest expense; a benefit of $0.6 million in restructuring related to the October 2012 restructuring plan, and $2.3 million of other adjustments. These adjustments and charges are excluded from the company's non-GAAP results. Additionally, first quarter GAAP results include an adjustment of approximately $60.8 million in revenue related to GAAP real estate accounting requirements.

Second Quarter 2013 Financial Outlook
SunPower will provide the company's second quarter and fiscal year 2013 outlook at its Analyst Day to be held on May 15, 2013 in New York City starting at 10:00 a.m. Eastern Time. Please note that the entire event will be webcast and relevant materials will be posted to the company's website prior to the commencement of the event. To listen to the webcast, investors are encouraged to visit the company's Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm to register.

The company will host a conference call for investors this afternoon to discuss its first quarter 2013 performance at 1:30 p.m. Pacific Time. The call will be webcast and can be accessed from SunPower's website at http://investors.sunpowercorp.com/events.cfm.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP historical figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its first quarter 2013 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpowercorp.com/events.cfm. The capacity of power plants in this release is described in approximate megawatts on an alternating current (ac) basis unless otherwise noted.

About SunPower
SunPower Corp. (NASDAQ: SPWR) designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company's quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia, Africa 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 “strategy,” “roadmap,” “expected,” “on plan,” “on track,” “ continue to,” “continued,” “remain confident,” “outlook” and similar expressions to identify forward-looking statements in this press release, including forward-looking statements regarding:  (a) remaining on plan to complete the construction of CVSR by end of 2013, (b) on track to return to profitability by end of 2013 in Europe, (c) prudent management of working capital needs, (d) being able to recognize revenue on project backlog, (e) growing the residential lease program, and (f) achieving 2013 financial targets. 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) increasing supply and competition in the industry and lower average selling prices, impact on revenues, gross





margins, and any revaluation of inventory as a result of decreasing ASP or reduced demand; (ii) the impact of regulatory changes and the continuation of governmental and related economic incentives promoting the use of solar power, and the impact of such changes on our revenues, financial results, and any potential impairments or write off to our intangible assets, project assets and long-lived assets; (iii) company's success in completing the design, construction and maintenance of CVSR and Antelope Valley Solar Ranch, and any early termination in the agreements between NRG or MidAmerican and SunPower for these projects, and any liquidated damages that are payable under these agreements; (iv) the company's ability to meet its cost reduction plans and reduce its operating expenses; (v) the company's ability to obtain and maintain an adequate supply of raw materials, components, and solar panels, as well as the price it pays for such items, third parties' willingness to renegotiate or cancel above market contracts, and the resolution of any disputes, arbitration or litigation relating to suppliers; (vi) general business and economic conditions, including seasonality of the solar industry and growth trends in the solar industry; (vii) the company's ability to obtain additional financing for its residential lease program and its ability to grow the residential lease program in NA and globally; (viii) construction difficulties or potential delays, including obtaining land use rights, permits, license, other governmental approvals, and transmission access and upgrades, and any litigation relating thereto; (ix) timeline for revenue recognition and impact on the company's operating results; (x) the significant investment required to construct power plants and the company's ability to sell or otherwise monetize power plants; (xi) fluctuations in the company's operating results and its unpredictability; (xii) the availability of financing arrangements for the company's projects and the company's customers; (xiii) potential difficulties associated with operating the joint venture with AUO; (xiv) success in achieving cost reduction, and the company's ability to remain competitive in its product offering, obtain premium pricing while continuing to reduce costs and achieve lower targeted cost per watt; (xv) the company's liquidity, substantial indebtedness, and its ability to obtain additional financing; (xvi) manufacturing difficulties that could arise;(xvii) the company's ability to achieve the expected benefits from its relationship with Total S.A.; (xviii) the success of the company's ongoing research and development efforts and the acceptance of the company's new products and services; (xix) the company's ability to protect its intellectual property; (xx) the company's exposure to foreign exchange, credit and interest rate risk; (xxi) the joint venture in China's ability to obtain all required government approvals and the company's ability to successfully operate the joint venture in China; (xx) being able to manage market conditions in Europe and reach profitability in Europe; (xxi) the accuracy of assumptions and compliance with treasury cash grant and IRS guidance, and the timing and amount of cash grant and investment tax credit received, including the impact of sequestration; (xxii) possible consolidation of the joint venture AUO SunPower; and (xxiii) other risks described in the company's Annual Report on Form 10-K for the year ended December 30, 2012 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


SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.






SUNPOWER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
 
Mar. 31, 2013
 
Dec. 30, 2012
ASSETS
Cash and cash equivalents
 
$
505,587

 
$
457,487

Restricted cash and cash equivalents
 
29,167

 
46,964

Investments
 
10,860

 
10,885

Accounts receivable, net
 
303,009

 
398,150

Costs and estimated earnings in excess of billings
 
37,244

 
36,395

Inventories
 
281,367

 
291,386

Advances to suppliers
 
355,724

 
351,405

Prepaid expenses and other assets
 
734,226

 
889,116

Property, plant and equipment, net
 
806,143

 
774,909

Project assets—plants and land
 
98,793

 
83,507

Other intangible assets, net
 
597

 
744

Total assets
 
$
3,162,717

 
$
3,340,948

LIABILITIES AND EQUITY
Accounts payable
 
$
333,684

 
$
414,335

Accrued and other liabilities
 
693,044

 
582,991

Billings in excess of costs and estimated earnings
 
222,853

 
225,550

Bank loans and other debt
 
233,717

 
390,361

Convertible debt
 
442,710

 
438,629

Customer advances
 
293,955

 
295,730

Total liabilities
 
2,219,963

 
2,347,596

Stockholders’ equity
 
937,712

 
993,352

Noncontrolling interest in subsidiary
 
5,042

 

Total equity
 
942,754

 
993,352

Total liabilities and equity
 
$
3,162,717

 
$
3,340,948








SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
Revenue:
 
 
 
 
 
 
AMERICAS
 
$
484,122

 
$
520,200

 
$
281,493

EMEA
 
68,652

 
89,410

 
156,110

APAC
 
82,659

 
68,915

 
56,528

Total revenue
 
635,433

 
678,525

 
494,131

Cost of revenue:
 
 
 
 
 
 
AMERICAS
 
416,081

 
437,355

 
242,119

EMEA
 
91,494

 
137,071

 
156,845

APAC
 
68,545

 
57,222

 
49,919

Total cost of revenue
 
576,120

 
631,648

 
448,883

Gross margin
 
59,313

 
46,877

 
45,248

Operating expenses:
 
 
 
 
 
 
Research and development
 
13,170

 
17,670

 
16,726

Selling, general and administrative
 
70,092

 
101,858

 
76,194

Restructuring charges
 
(337
)
 
39,634

 
3,046

Total operating expenses
 
82,925

 
159,162

 
95,966

Operating loss
 
(23,612
)
 
(112,285
)
 
(50,718
)
Other income (expense), net
 
(35,035
)
 
(24,443
)
 
(19,031
)
Loss before income taxes and equity in earnings (loss) of unconsolidated investees
 
(58,647
)
 
(136,728
)
 
(69,749
)
Provision for income taxes
 
(2,989
)
 
(9,300
)
 
(1,356
)
Equity in earnings (loss) of unconsolidated investees
 
(333
)
 
1,257

 
(3,425
)
Net loss
 
(61,969
)
 
(144,771
)
 
(74,530
)
Net loss attributable to noncontrolling interest (1)
 
7,273

 

 

Net loss attributable to stockholders
 
$
(54,696
)
 
$
(144,771
)
 
$
(74,530
)
 
 
 
 
 
 
 
Net loss per share attributable to stockholders:
 
 
 
 
 
 
Net loss per share – basic
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
Net loss per share – diluted
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
Weighted-average shares:
 
 
 
 
 
 
- Basic
 
119,553

 
119,148

 
111,785

- Diluted
 
119,553

 
119,148

 
111,785


(1)
Under GAAP, this represents income to stockholders.





SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
 
 
 
 
 
 
 
Net loss
 
$
(61,969
)
 
$
(144,771
)
 
$
(74,530
)
Components of comprehensive loss:
 
 
 
 
 
 
Translation adjustment
 
(1,343
)
 
843

 
5,998

Net unrealized gain (loss) on derivatives
 
2,835

 
22

 
(5,750
)
Income taxes
 
(533
)
 
(4
)
 
1,080

Net change in accumulated other comprehensive income (loss)
 
959

 
861

 
1,328

Total comprehensive loss
 
(61,010
)
 
(143,910
)
 
(73,202
)
Comprehensive loss attributable to noncontrolling interest (1)
 
7,273

 

 

Comprehensive loss attributable to stockholders
 
$
(53,737
)
 
$
(143,910
)
 
$
(73,202
)

(1)
Under GAAP, this represents comprehensive income to stockholders.






SUNPOWER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
 
 
 
 
 
 
(1)
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
$
(61,969
)
 
$
(144,771
)
 
$
(74,530
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Stock-based compensation
 
8,516

 
9,260

 
12,541

Depreciation
 
23,620

 
25,909

 
29,071

Loss on retirement of property, plant and equipment
 

 
21,408

 

Amortization of other intangible assets
 
147

 
1,015

 
2,782

Gain on mark-to-market derivatives
 

 

 
(13
)
Non-cash interest expense
 
11,890

 
8,841

 
7,099

Amortization of debt issuance costs
 
1,094

 
946

 
1,019

Third-party inventories write-down
 

 

 
9,045

Equity in (earnings) loss of unconsolidated investees
 
333

 
(1,257
)
 
3,425

Deferred income taxes and other tax liabilities
 
4,724

 
(4,442
)
 
(2,306
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
Accounts receivable
 
60,340

 
(113,343
)
 
87,672

Costs and estimated earnings in excess of billings
 
(849
)
 
29,167

 
2,784

Inventories
 
(5,606
)
 
78,400

 
(86,539
)
Project assets
 
(35,250
)
 
78,520

 
(39,027
)
Prepaid expenses and other assets
 
197,489

 
(100,720
)
 
(67,498
)
Advances to suppliers
 
(4,319
)
 
6,110

 
(15,724
)
Accounts payable and other accrued liabilities
 
(28,825
)
 
134,572

 
9,140

Billings in excess of costs and estimated earnings
 
(2,697
)
 
85,926

 
(665
)
Customer advances
 
(1,775
)
 
25,663

 
1,016

Net cash provided by (used in) operating activities
 
166,863

 
141,204

 
(120,708
)
Cash flows from investing activities:
 
 
 
 
 
 
Decrease (increase) in restricted cash and cash equivalents
 
17,797

 
(21,750
)
 
43,944

Purchases of property, plant and equipment
 
(12,042
)
 
(25,753
)
 
(32,782
)
Cash paid for solar power systems, leased and to be leased
 
(41,688
)
 
(49,791
)
 
(15,921
)
Proceeds from sale of equipment to third-party
 
11

 
5

 
416

Cash received for sale of investment in unconsolidated investee
 

 

 
17,403

Cash paid for investments in unconsolidated investees
 

 
(3,817
)
 

Net cash provided by (used in) investing activities
 
(35,922
)
 
(101,106
)
 
13,060

Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from issuance of bank loans, net of issuance costs
 

 
25,000

 

Proceeds from issuance of project loans, net of issuance costs
 
24,061

 

 

Proceeds from residential lease financing
 
39,090

 
33,568

 

Proceeds from sale-leaseback financing
 
33,850

 

 

Contributions from noncontrolling interest
 
12,315

 

 

Repayment of bank loans, project loans and other debt
 
(180,501
)
 
(27,651
)
 
(100,592
)
Cash paid for repurchased convertible debt
 

 

 
(198,608
)
Proceeds from private offering of common stock, net of issuance costs
 

 

 
163,681

Cash distributions to Parent in connection with the transfer of entities under common control
 

 
8,653

 
(178,290
)
Proceeds from exercise of stock options
 
25

 

 
8

Purchases of stock for tax withholding obligations on vested restricted stock
 
(10,739
)
 
(261
)
 
(3,885
)
Net cash provided by (used in) financing activities
 
(81,899
)
 
39,309

 
(317,686
)
Effect of exchange rate changes on cash and cash equivalents
 
(942
)
 
954

 
1,853

Net increase (decrease) in cash and cash equivalents
 
48,100

 
80,361

 
(423,481
)
Cash and cash equivalents at beginning of period
 
457,487

 
377,126

 
725,618

Cash and cash equivalents, end of period
 
$
505,587

 
$
457,487

 
$
302,137

 
 
 
 
 
 
 
Non-cash transactions:
 
 
 
 
 
 
Assignment of financing receivables to a third party financial institution
 
$
33,969

 
$
13,554

 
$

Property, plant and equipment acquisitions funded by liabilities
 
$
5,042

 
$
6,408

 
$
6,419

Costs of solar power systems, leased and to be leased, sourced from existing inventory
 
$
15,536

 
$
37,625

 
$
12,363

Costs of solar power systems, leased and to be leased, funded by liabilities
 
$
4,070

 
$
6,544

 
$
2,150

Costs of solar power systems under sale-leaseback financing arrangements sourced from project assets
 
$
20,066

 
$

 
$

Non-cash interest expense capitalized and added to the cost of qualified assets
 
$
159

 
$
612

 
$
364

Issuance of warrants in connection with the Liquidity Support Agreement
 
$

 
$

 
$
50,327


(1)
As adjusted to conform to the current period presentation for solar power systems leased and to be leased.







(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
 
 
(Presented on a GAAP Basis)
 
 
(Presented on a non-GAAP Basis)
Gross margin
 
$
59,313

 
$
46,877

 
$
45,248

 
 
$
130,492

 
$
146,960

 
$
73,529

Operating income (loss)
 
$
(23,612
)
 
$
(112,285
)
 
$
(50,718
)
 
 
$
55,430

 
$
58,654

 
$
(6,102
)
Net income (loss) per share attributable to stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
- Basic
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
 
 
$
0.23

 
$
0.18

 
$
(0.12
)
- Diluted
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
 
 
$
0.22

 
$
0.18

 
$
(0.12
)


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 for certain items, as described below. Management does not consider these items in evaluating the core operational activities of SunPower. The specific non-GAAP measures listed below are gross margin, operating income (loss), net income (loss) per share and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA). Management believes that each of these non-GAAP measures (gross margin, operating income (loss), net income (loss) per share and Adjusted EBITDA) 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 certain items as described below. 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 these items. 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. 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. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP measures should be reviewed together with the GAAP measures and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including stock-based compensation, non-cash interest expense and other items as described below. In addition, the presentation of non-GAAP gross margin includes the revenue recognition of utility and power plant projects on a non-GAAP basis. This non-GAAP financial measure 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 SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Non-GAAP operating income (loss). The use of this non-GAAP financial measure allows management to evaluate the operating results of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including stock-based compensation, non-cash interest expense, restructuring charges, and other items as described below. In addition, the presentation of non-GAAP operating income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Non-GAAP operating income (loss) 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 SunPower's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.

Non-GAAP net income (loss) per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis,





independent of items including stock-based compensation, non-cash interest expense, restructuring charges, other items as described below, and the tax effects of these non-GAAP adjustments. In addition, the presentation of non-GAAP net income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

Adjusted EBITDA. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis, independent of items including stock-based compensation, non-cash interest expense, restructuring charges, cash interest expense, net of interest income, provision for income taxes, depreciation, net loss from noncontrolling interest and other items as described below. In addition, the presentation of Adjusted EBITDA includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

Included items

Utility and power plant projects. The Company includes adjustments to non-GAAP revenue and non-GAAP cost of revenue related to the utility and power plant projects based on the separately identifiable components of the transactions in order to reflect the substance of the transactions. Such treatment is consistent with accounting rules under International Financial Reporting Standards (IFRS). On a GAAP basis, such revenue and costs of revenue are accounted for under U.S GAAP real estate accounting guidance. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Excluded Items

Stock-based compensation expense. Stock-based compensation expense relates primarily to SunPower stock awards such as 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.

Non-cash interest expense. SunPower separately accounted for the liability and equity components of its convertible debt issued in 2007 in a manner that reflected interest expense equal to its non-convertible debt borrowing rate. In addition, SunPower measured the two share lending arrangements entered into in connection with its convertible debt issued in 2007 at fair value and amortized the imputed share lending costs in current and prior periods. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 1.25% senior convertible debentures and 0.75% senior convertible debentures.

In addition, SunPower separately accounted for the fair value liabilities of the embedded cash conversion option and the over-allotment option on its 4.5% senior cash convertible debentures issued in 2010 as an original issue discount and a corresponding derivative conversion liability. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 4.5% senior cash convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. In addition, in connection with the Liquidity Support Agreement with Total executed on February 28, 2012, the Company issued warrants to Total to acquire 9,531,677 shares of its common stock. The fair value of the warrants is recorded as debt issuance costs and amortized over the expected life of the agreement.  As a result, SunPower incurs non-cash interest expense associated with the amortization of the warrants. 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.

Restructuring charges. In October 2012, the Company approved a reorganization to accelerate operating cost reduction and improve overall operating efficiency (the October 2012 Restructuring Plan). Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although SunPower has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from SunPower's non-GAAP financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of a company's past operating performance.






Other. Beginning with the first quarter of fiscal 2013 the Company has combined amounts previously disclosed under separate captions. These amounts were previously disclosed under one of the following captions:

Goodwill and other intangible asset impairment
Amortization of intangible assets
Restructuring charges (related to actions prior to the October 2012 Restructuring Plan)
Charges on manufacturing step reduction plan
Non-recurring idle equipment impairment
Class action settlement
Acquisition and integration costs
Loss on change in European government incentives
Gain (loss) on mark-to-market derivative instruments
Gain on share lending arrangement
Gain on sale of equity interest in unconsolidated investee

The adjustment recorded in “Other” for the first quarter of fiscal 2013 is primarily driven by adjustments which would have previously been disclosed under “Acquisition and integration costs” and “Charges on manufacturing step reduction program.”

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 (loss) per share. The Company's non-GAAP tax amount is based on estimated cash tax expense and reserves.  This approach is designed to enhance the ability of investors to understand the Company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments which may not reflect actual cash tax expense. The Company forecasts its annual cash tax liability and allocates the tax to each quarter in proportion to earnings for that period.

Cash interest expense, net of interest income. Specifically to calculate Adjusted EBITDA, the Company excludes cash interest expense, net of interest income that is recorded during the period. Non-cash interest expense is included within the “Non-cash interest expense” caption as described above.

Provision for income taxes. Specifically to calculate Adjusted EBITDA, the Company excludes the provision for income taxes that is recorded during the period.

Depreciation. Specifically to calculate Adjusted EBITDA, the Company excludes depreciation that is recorded during the period. Amortization of intangible assets is included within the “Other” caption as described above.

Net loss attributable to noncontrolling interest. Specifically to calculate Adjusted EBITDA, the Company excludes the net loss attributable to noncontrolling interest that is recorded during the period.






For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP Measures to Non-GAAP Measures" set forth at the end of this release 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. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
GAAP AMERICAS revenue
 
$
484,122

 
 
 
$
520,200

 
 
 
$
281,493

 
 
Utility and power plant projects
 
(60,801
)
 
 
 
106,052

 
 
 
86,203

 
 
Non-GAAP AMERICAS revenue
 
$
423,321

 
 
 
$
626,252

 
 
 
$
367,696

 
 
GAAP EMEA revenue
 
$
68,652

 
 
 
$
89,410

 
 
 
$
156,110

 
 
Other
 

 
 
 

 
 
 
(193
)
 
 
Non-GAAP EMEA revenue
 
$
68,652

 
 
 
$
89,410

 
 
 
$
155,917

 
 
GAAP total revenue
 
$
635,433

 
 
 
$
678,525

 
 
 
$
494,131

 
 
Utility and power plant projects
 
(60,801
)
 
 
 
106,052

 
 
 
86,203

 
 
Other
 

 
 
 

 
 
 
(193
)
 
 
Non-GAAP total revenue
 
$
574,632

 
 
 
$
784,577

 
 
 
$
580,141

 
 
GAAP AMERICAS gross margin
 
$
68,041

 
14.1%
 
$
82,845

 
15.9%
 
$
39,374

 
14.0%
Utility and power plant projects
 
68,138

 
 
 
82,294

 
 
 
15,758

 
 
Stock-based compensation expense
 
778

 
 
 
1,438

 
 
 
1,129

 
 
Non-cash interest expense
 
220

 
 
 
293

 
 
 
218

 
 
Other
 
359

 
 
 
8,698

 
 
 
4,337

 
 
Non-GAAP AMERICAS gross margin
 
$
137,536

 
32.5%
 
$
175,568

 
28.0%
 
$
60,816

 
16.5%
GAAP EMEA gross margin
 
$
(22,842
)
 
(33.3)%
 
$
(47,661
)
 
(53.3)%
 
$
(735
)
 
(0.5)%
Stock-based compensation expense
 
441

 
 
 
693

 
 
 
965

 
 
Non-cash interest expense
 
129

 
 
 
101

 
 
 
176

 
 
Other
 
186

 
 
 
2,986

 
 
 
4,088

 
 
Non-GAAP EMEA gross margin
 
$
(22,086
)
 
(32.2)%
 
$
(43,881
)
 
(49.1)%
 
$
4,494

 
2.9%
GAAP APAC gross margin
 
$
14,114

 
17.1%
 
$
11,693

 
17.0%
 
$
6,609

 
11.7%
Stock-based compensation expense
 
491

 
 
 
453

 
 
 
265

 
 
Non-cash interest expense
 
179

 
 
 
102

 
 
 
65

 
 
Other
 
258

 
 
 
3,025

 
 
 
1,280

 
 
Non-GAAP APAC gross margin
 
$
15,042

 
18.2%
 
$
15,273

 
22.2%
 
$
8,219

 
14.5%
GAAP total gross margin
 
$
59,313

 
9.3%
 
$
46,877

 
6.9%
 
$
45,248

 
9.2%
Utility and power plant projects
 
68,138

 
 
 
82,294

 
 
 
15,758

 
 
Stock-based compensation expense
 
1,710

 
 
 
2,584

 
 
 
2,359

 
 
Non-cash interest expense
 
528

 
 
 
496

 
 
 
459

 
 
Other
 
803

 
 
 
14,709

 
 
 
9,705

 
 
Non-GAAP total gross margin
 
$
130,492

 
22.7%
 
$
146,960

 
18.7%
 
$
73,529

 
12.7%
GAAP operating expenses
 
$
82,925

 
 
 
$
159,162

 
 
 
$
95,966

 
 
Stock-based compensation expense
 
(6,806
)
 
 
 
(6,676
)
 
 
 
(10,182
)
 
 
Non-cash interest expense
 
(40
)
 
 
 
(34
)
 
 
 
(26
)
 
 
October 2012 Restructuring Plan
 
578

 
 
 
(30,227
)
 
 
 

 
 
Other
 
(1,595
)
 
 
 
(33,919
)
 
 
 
(6,127
)
 
 
Non-GAAP operating expenses
 
$
75,062

 
 
 
$
88,306

 
 
 
$
79,631

 
 
GAAP operating loss
 
$
(23,612
)
 
 
 
$
(112,285
)
 
 
 
$
(50,718
)
 
 
Utility and power plant projects
 
68,138

 
 
 
82,294

 
 
 
15,758

 
 
Stock-based compensation expense
 
8,516

 
 
 
9,260

 
 
 
12,541

 
 
Non-cash interest expense
 
568

 
 
 
530

 
 
 
485

 
 
October 2012 Restructuring Plan
 
(578
)
 
 
 
30,227

 
 
 

 
 
Other
 
2,398

 
 
 
48,628

 
 
 
15,832

 
 
Non-GAAP operating income (loss)
 
$
55,430

 
 
 
$
58,654

 
 
 
$
(6,102
)
 
 










NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO STOCKHOLDERS:
 
 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
Basic:
 
 
 
 
 
 
GAAP net loss per share attributable to stockholders
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
Reconciling items:
 
 
 
 
 
 
Utility and power plant projects
 
0.57

 
0.69

 
0.15

Stock-based compensation expense
 
0.07

 
0.08

 
0.11

Non-cash interest expense
 
0.10

 
0.07

 
0.06

October 2012 Restructuring Plan
 

 
0.25

 

Other
 
0.02

 
0.42

 
0.17

Tax effect
 
(0.07
)
 
(0.11
)
 
0.06

Non-GAAP net income (loss) per share attributable to stockholders
 
$
0.23

 
$
0.18

 
$
(0.12
)
Diluted:
 
 
 
 
 
 
GAAP net loss per share attributable to stockholders
 
$
(0.46
)
 
$
(1.22
)
 
$
(0.67
)
Reconciling items:
 
 
 
 
 
 
Utility and power plant projects
 
0.56

 
0.69

 
0.15

Stock-based compensation expense
 
0.07

 
0.08

 
0.11

Non-cash interest expense
 
0.10

 
0.07

 
0.06

October 2012 Restructuring Plan
 

 
0.25

 

Other
 
0.02

 
0.42

 
0.17

Tax effect
 
(0.07
)
 
(0.11
)
 
0.06

Non-GAAP net income (loss) per share attributable to stockholders
 
$
0.22

 
$
0.18

 
$
(0.12
)
Weighted-average shares:
 
 
 
 
 
 
GAAP net loss per share attributable to stockholders:
 
 
 
 
 
 
- Basic
 
119,553

 
119,148

 
111,785

- Diluted
 
119,553

 
119,148

 
111,785

Non-GAAP net income (loss) per share attributable to stockholders:
 
 
 
 
 
 
- Basic
 
119,553

 
119,148

 
111,785

- Diluted
 
125,487

 
120,034

 
111,785


ADJUSTED EBITDA:

 
 
THREE MONTHS ENDED
 
 
Mar. 31, 2013
 
Dec. 30, 2012
 
Apr. 1, 2012
 
 
 
 
 
 
 
GAAP net loss attributable to stockholders
 
$
(54,696
)
 
$
(144,771
)
 
$
(74,530
)
Utility and power plant projects
 
68,138

 
82,294

 
15,758

Stock-based compensation expense
 
8,516

 
9,260

 
12,541

Non-cash interest expense
 
11,890

 
8,841

 
7,099

October 2012 Restructuring Plan
 
(578
)
 
30,227

 

Other
 
2,398

 
48,628

 
18,572

Cash interest expense, net of interest income
 
15,457

 
11,545

 
11,745

Provision for income taxes
 
2,989

 
9,300

 
1,356

Depreciation
 
23,620

 
25,909

 
29,071

Net loss attributable to noncontrolling interest
 
(7,273
)
 

 

Adjusted EBITDA
 
$
70,461

 
$
81,233

 
$
21,612







The following supplemental data represents the adjustments, individual charges and credits that are included and/or excluded from SunPower's non-GAAP gross margin, operating income (loss) and net income (loss) per share measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.

SUPPLEMENTAL DATA
(In thousands)
THREE MONTHS ENDED
 
 
 
March 31, 2013
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
(60,801
)
 
$

 
$

 
$
128,939

 
$

 
$

 
$

 
$

 
$

 
$

 
$

Stock-based compensation expense
 

 

 

 
778

 
441

 
491

 
1,122

 
5,684

 

 

 

Non-cash interest expense
 

 

 

 
220

 
129

 
179

 
17

 
23

 

 
11,322

 

October 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
(578
)
 

 

Other
 

 

 

 
359

 
186

 
258

 

 
1,354

 
241

 

 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
(8,448
)
 
 
$
(60,801
)
 
$

 
$

 
$
130,296

 
$
756

 
$
928

 
$
1,139

 
$
7,061

 
$
(337
)
 
$
11,322

 
$
(8,448
)

 
 
December 30, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant projects
 
$
106,052

 
$

 
$

 
$
(23,758
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Stock-based compensation expense
 

 

 

 
1,438

 
693

 
453

 
1,085

 
5,591

 

 

 

Non-cash interest expense
 

 

 

 
293

 
101

 
102

 
5

 
29

 

 
8,311

 

October 2012 Restructuring Plan
 

 

 

 

 

 

 

 

 
30,227

 

 

Other
 

 

 

 
8,698

 
2,986

 
3,025

 
2,226

 
22,286

 
9,407

 

 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
(12,823
)
 
 
$
106,052

 
$

 
$

 
$
(13,329
)
 
$
3,780

 
$
3,580

 
$
3,316

 
$
27,906

 
$
39,634

 
$
8,311

 
$
(12,823
)

 
 
April 1, 2012
 
 
Revenue
 
Cost of revenue
 
Operating expenses
 
Other
income
(expense),
net
 
Benefit
from
(provision
for)
income
taxes
 
 
AMERICAS
 
EMEA
 
APAC
 
AMERICAS
 
EMEA
 
APAC
 
Research
and
development
 
Selling,
general
and
administrative
 
Restructuring
charges
 
Utility and power plant project
 
$
86,203

 
$

 
$

 
$
(70,445
)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Stock-based compensation expense
 

 

 

 
1,129

 
965

 
265

 
1,780

 
8,402

 

 

 

Non-cash interest expense
 

 

 

 
218

 
176

 
65

 
3

 
23

 

 
6,614

 

Other
 

 
(193
)
 

 
4,337

 
4,281

 
1,280

 

 
3,081

 
3,046

 
2,740

 

Tax effect
 

 

 

 

 

 

 

 

 

 

 
7,108

 
 
$
86,203

 
$
(193
)
 
$

 
$
(64,761
)
 
$
5,422

 
$
1,610

 
$
1,783

 
$
11,506

 
$
3,046

 
$
9,354

 
$
7,108