SunPower Reports Second Quarter 2020 Results

SAN JOSE, Calif., Aug. 5, 2020 /PRNewswire/ -- SunPower Corp. (NASDAQ:SPWR) today announced financial results for its second quarter ended June 28, 2020.

Second Quarter Company Highlights

    --  Exceeded revenue, gross margin, megawatt (MW) and Adjusted EBITDA
        guidance
    --  Positive cash generation of approximately $30 million

SunPower Energy Services (SPES)

    --  U.S. Channels outperformance / Commercial Direct business - positive
        Adjusted EBITDA
    --  New product expansion -SunVault, our Equinox residential storage
        solution; OneRoof for new homes market

SunPower Technologies (SPT)

    --  Strong recovery in international distributed generation (DG) demand
    --  Announced industry leading, 625W, Performance-5 bifacial shingled panel;
        Enphase partnership for international DG market
    --  Maxeon Solar Technologies successfully completed $325 million in
        financing to strengthen post-spin balance sheet


                 ($ Millions,
                  except
                  percentages and
                  per-share data) 
     
     2nd Quarter 2020     
     
     1st Quarter 2020     
     
     2nd Quarter 2019


      GAAP revenue                                  $352.9                   $449.2                     $436.3


      GAAP gross margin                               6.1%                    8.3%                      4.5%


      GAAP net income
       (loss)                                        $19.4                   $(1.4)                    $121.5


      GAAP net income
       (loss) per
       diluted share                                 $0.11                  $(0.01)                     $0.75


      Non-GAAP
       revenue(1)                                   $352.9                   $454.4                     $481.9


      Non-GAAP gross
       margin(1)                                      9.8%                   12.5%                     10.5%


      Non-GAAP net
       loss(1)                                                             $(17.3)                   $(31.1)

                                                   $(37.2)


      Non-GAAP net loss
       per diluted
       share(1)                                    $(0.22)                 $(0.10)                   $(0.22)


      Adjusted EBITDA(1)                            $(8.9)                    $9.4                       $8.0


      MW Recognized                                    464                      538                        622



     Cash(2)                                       $235.3                   $205.5                     $167.3



                            (1)Information about SunPower's
                             use of non-GAAP financial
                             information, including a
                             reconciliation to U.S. GAAP, is
                             provided under "Use of Non-GAAP
                             Financial Measures" below.


                            (2)Includes cash, and cash
                             equivalents, excluding
                             restricted cash

Second Quarter 2020 Results
"We were pleased with our second quarter performance as strong execution enabled us to exceed our guidance, generate close to $30 million in positive cash flow and launch new products despite the Covid-19 virus disruption," said Tom Werner, SunPower CEO and chairman of the board. "Overall, we saw improving trends in our global DG business throughout the quarter with particular strength in our U.S. channels business where the investments in our digital initiatives enabled us to successfully transition to an on-line model. We also took a number of important steps to complete the spin-off of Maxeon Solar Technologies as their 20-F was declared effective with an expected record date of Aug. 17, 2020 and distribution date of Aug. 26, 2020. Finally, we continued our leadership in innovation as we launched a number of new products including our SunVault residential storage solution, our OneRoof product for new homes as well as Maxeon's launch of its new bifacial, shingled panel for the global power plant market. Looking forward, our fundamentals remain strong and are well-positioned for success given our differentiated model, new products and strong balance sheet."

SunPower Energy Services (SPES)
"Our channels business executed very well in a difficult environment as we saw better than expected demand improvement as we went through the quarter. This was reflected in our financial performance as Adjusted EBITDA rose year over year with our Channels business generating $33 million in positive cash flow in the second quarter. Additionally, gross margins doubled compared to last year, primarily the result of a lower loan and lease cost of capital, increased sales in our new homes business, as well as the successful execution of our cost reduction initiatives. Our second quarter performance also reflected success in our rapid shift to our residential online sales model as we saw further customer and dealer adoption of our Design Studio and mySunPower applications, both of which improve the efficiency of the sales process while offering a superior customer experience. We were also pleased to launch our SunVault residential storage solution during the quarter and are currently rolling out this product nationally this quarter. Demand for this proprietary all-in-one storage solution is very strong with initial attach rates in above our 2020 goal of 20%. In new homes, we believe our new, innovative OneRoof product will further cement our leadership position in this segment. This product, designed in partnership with KB Home, provides a fully-integrated, attractive, durable and cost-effective solution specifically designed for this market. Builder demand for this product is also high as we have already booked 19 communities across six builders within two weeks of its initial launch. With more than 50,000 systems installed and more than 45,000 home in backlog, we are well-positioned to add to our more than 50 percent market share in new homes."

"Performance in our Commercial Direct business improved during the quarter as we posted positive Adjusted EBITDA while maintaining our leading market share. Install volume increased more than 50% year over year and we remain confident that we will achieve sustainable profitability in this business in the second half of this year. Our origination teams again performed well as approximately 100% of our 2020 forecast is currently in backlog and were pleased to recently announce our 12.8MW award from the Washington Metropolitan Area Transit Authority. Additionally, Helix storage demand remains high as our pipeline exceeds 625 megawatt hours (MWh) with attach rates of approximately 50% for the balance of the year."

SunPower Technologies (SPT)
"Our SPT business posted a solid quarter as we exceeded our shipment guidance by more than 15% with all factories back to normal operations. Similar to the U.S. DG market, we saw DG demand improve as we went through the quarter with particular strength in our European and Australian markets. DG shipments totaled 67% of volume in the second quarter and we expect further recovery in the second half of the year. We also achieved a number of important milestones related to the spin-off of our Maxeon Solar Technologies business unit during the quarter including its 20-F filing which was recently declared effective with an expected share distribution date of August 26, 2020. Finally, Maxeon continued to position itself as a technology leader with the anticipated fourth quarter launch of its Perfomance-5 bifacial, up to 625W, shingled product for the global power plant market, as well as announcing their partnership with Enphase Energy to bring high-efficiency AC module technology and smart energy solutions to the international DG market."

Consolidated Financials
"Our second quarter performance reflected the resilience of our business and strong execution as we quickly responded to the Covid-19 disruption," said Manavendra Sial, SunPower chief financial officer. "Our rapid response, along with the proactive implementation of a number of initiatives, enabled us to achieve positive cash generation for the quarter with $500 million in liquidity identified for Sun Power post spin. Additionally, we were pleased to see Maxeon complete its successful $200 million convertible green bond offering and closure of $125 million in banking facilities. As a result, both companies will be well capitalized post transaction. Finally, we added to our financing flexibility in the Commercial Direct space as we closed a new, innovative financing facility that allows for more efficient working capital utilization while improving our economics."

Second quarter of fiscal year 2020 non-GAAP results exclude net adjustments that, in the aggregate, increased non-GAAP loss by $56.6 million, including $71.1 million related to gain on mark-to-market gain on equity investments, and $10.5 million related to gain on business divestiture. This was partially offset by $9.6 million related to the cost of above-market polysilicon, $5.9 million related to stock-based compensation expense, $4.1 million related to business reorganization costs and restructuring charges, $2.4 million transaction-related costs, $1.8 million related to amortization of intangible assets, and $1.2 million related to other non-recurring items and tax effects.

Financial Outlook
The company's third quarter 2020 GAAP and non-GAAP guidance is as follows: on a GAAP and non-GAAP basis, revenue of $360 million to $400 million, GAAP gross margin of 0 percent to 5 percent and net loss of $110 million to $95 million.

The company's third quarter 2020 Non-GAAP gross margin and Adjusted EBITDA guidance, on a combined basis, now includes an approximate $40 million impact for the entire quarter in its SPT segment as a result of its out of market polysilicon contract. Additionally, upon completion of the Maxeon spin-off, expected on August 26, 2020, the obligation under the polysilicon contract will be retained by Maxeon and will expire in fiscal 2022.

As a result, the company expects third quarter 2020 non-GAAP gross margin of 0 percent to 6 percent and Adjusted EBITDA guidance in the range of negative $35 million to negative $20 million with SPT in the range of negative $38 to $28 million and SPES in the range of positive $8 to $14 million.

The company also expects megawatts recognized to be in the range of 500 MW to 560 MW as well as positive cash generation for SunPower in the third quarter.

For the fourth quarter and after the company's expected spin-off of Maxeon, both companies expect a continued improvement in the global solar demand environment through the end of the year, with particular strength in the DG segment.

Capital Markets Day
SunPower will discuss its strategic outlook as well as provide additional details related to its fiscal year 2020 financial performance at its virtual Capital Markets Day to be held on September 10, 2020. Please note that the entire event will be webcast and relevant materials will be posted to the company's website prior to the event. To register for and 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.sunpower.com/events.cfm prior to the event.

The company will host a conference call for investors this afternoon to discuss its second quarter 2020 performance at 1:30 p.m. Pacific Time. The call will be webcast and can be accessed from SunPower's website at http://investors.sunpower.com/events.cfm

This press release contains both GAAP and non-GAAP financial information. Non-GAAP 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 2020 performance on the Events and Presentations section of SunPower's Investor Relations page at http://investors.sunpower.com/events.cfm

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: (a) statements regarding the anticipated spin-off of Maxeon Solar Technologies, including timing and certainty; (b) our positioning for future success; (c) our plans and expectations for our products and planned products, including the timing and scope of planned launches and rollouts, anticipated demand, and impacts on our market position and our ability to meet our targets and goals; (d) the expected financial performance of our business lines, including the timing of anticipated demand recovery and timing and expectations for returning our Commercial Direct business to profitability; (e) our expectations regarding our industry and market factors, including anticipated demand and volume; (f) expectations regarding our future performance based on bookings, backlog, and pipelines in our sales channels; (g) the amount, likelihood, and timing of realization of potential additional sources of liquidity; (h) our expectations for the financial impacts of our new tax-equity partnership; (i) our third quarter fiscal 2020 guidance, including GAAP revenue, gross margin, and net loss, as well as non-GAAP revenue, gross margin, Adjusted EBITDA, and MW deployed, and related assumptions; (j) plans and expectations for SunPower and Maxeon Solar Technologies post-spin off, including our expectations regarding global market factors, demand improvement and the timing and focus thereof, the expected financial performance of each company; (k) our plans and expectations regarding SunPower's ability to achieve sustainable profitability in the second half of the year and expected revenue and gross margin improvement in its business segments in the fourth quarter; (l) plans for and expected content of SunPower's planned Capital Markets Day; and (m) expected demand recovery and market traction for Maxeon Solar Technologies as a result of anticipated product launches.

These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (1) challenges in executing transactions key to our strategic plans, including regulatory and other challenges that may arise; (2) potential disruptions to our operations and supply chain that may result from epidemics or natural disasters, including impacts of the Covid-19 pandemic; (3) the success of our ongoing research and development efforts and our ability to commercialize new products and services, including products and services developed through strategic partnerships; (4) competition in the solar and general energy industry and downward pressure on selling prices and wholesale energy pricing; (5) our liquidity, substantial indebtedness, and ability to obtain additional financing for our projects and customers; (6) changes in public policy, including the imposition and applicability of tariffs; (7) regulatory changes and the availability of economic incentives promoting use of solar energy; (8) fluctuations in our operating results; (9) appropriately sizing our manufacturing capacity and containing manufacturing and logistics difficulties that could arise; and (10) challenges managing our acquisitions, joint ventures and partnerships, including our ability to successfully manage acquired assets and supplier relationships. In addition, the proposed and the associated investment by TZS in Maxeon Solar may not be consummated within the anticipated period or at all and the ultimate results of any separation depend on a number of factors, including the development of final plans and the impact of local regulatory requirements. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent report on Form 10-K, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at investors.sunpower.com. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

©2020 SunPower Corporation. All rights reserved. SUNPOWER, the SUNPOWER logo, EQUINOX and HELIX are trademarks or registered trademarks of SunPower Corporation in the U.S. and other countries as well.


                                                                     
           
            SUNPOWER CORPORATION


                                                                   
           
           CONSOLIDATED BALANCE SHEETS


                                                                       
           
             (In thousands)


                                                                         
           
             (Unaudited)




                                                                                                           
       Jun. 28             
     Dec. 29,


                                                                                                                              2020                   2019




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                           $235,307               $422,955



     Restricted cash and cash equivalents, current portion                                                                 30,631                 26,348



     Restricted short-term marketable securities                                                                            6,322                  6,187



     Accounts receivable, net                                                                                             157,132                226,476



     Contract assets                                                                                                      105,221                 99,426



     Inventories                                                                                                          360,416                358,257



     Advances to suppliers, current portion                                                                               108,464                107,388



     Project assets - plants and land, current portion                                                                     24,567                 12,650



     Prepaid expenses and other current assets                                                                             84,718                121,244




     Total current assets                                                                                               1,112,778              1,380,931





     Restricted cash and cash equivalents, net of current portion                                                           8,420                  9,354



     Property, plant and equipment, net                                                                                   299,644                323,726



     Operating lease right-of-use assets                                                                                   56,849                 51,258



     Solar power systems leased, net                                                                                       52,441                 54,338



     Advances to suppliers, net of current portion                                                                            889                 13,993



     Other intangible assets, net                                                                                           3,280                  7,466



     Other long-term assets                                                                                               404,222                330,855



     Total assets                                                                                                      $1,938,523             $2,171,921

                                                                                                                                                     ===




     
                Liabilities and Equity



     Current liabilities:



     Accounts payable                                                                                                    $357,046               $441,759



     Accrued liabilities                                                                                                  188,113                203,890



     Operating lease liabilities, current portion                                                                          11,833                  9,463



     Contract liabilities, current portion                                                                                 88,265                138,441



     Short-term debt                                                                                                      128,643                104,856



     Convertible debt, current portion                                                                                    309,228                      -



     Total current liabilities                                                                                          1,083,128                898,409





     Long-term debt                                                                                                        92,676                113,827



     Convertible debt                                                                                                     421,822                820,259



     Operating lease liabilities, net of current portion                                                                   51,073                 46,089



     Contract liabilities, net of current portion                                                                          61,782                 67,538



     Other long-term liabilities                                                                                          186,737                204,300



     Total liabilities                                                                                                  1,897,218              2,150,422






     Equity:



     Common stock                                                                                                             170                    168



     Additional paid-in capital                                                                                         2,674,379              2,661,819



     Accumulated deficit                                                                                              (2,431,732)           (2,449,679)



     Accumulated other comprehensive loss                                                                                (10,365)               (9,512)



     Treasury stock, at cost                                                                                            (200,796)             (192,633)




     Total stockholders' equity                                                                                            31,656                 10,163



     Noncontrolling interests in subsidiaries                                                                               9,649                 11,336



     Total equity                                                                                                          41,305                 21,499




     Total liabilities and equity                                                                                      $1,938,523             $2,171,921

                                                                                                                                                     ===


                                                                                                               
             
             SUNPOWER CORPORATION


                                                                                                       
              
            CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                       
              
            (In thousands, except per share data)


                                                                                                                    
          
                (Unaudited)




                                                                                        
       
             THREE MONTHS ENDED                                                 
     
     SIX MONTHS ENDED



                                                                                          
       Jun. 28,                                     
              Mar. 29,                                
     Jun. 30,             
     Jun. 28              
     Jun. 30,


                                                                                                             2020                                                    2020                                       2019                   2020                     2019






              Revenue:



                 SunPower Energy Services                                                               $217,885                                                $289,869                                   $211,726               $507,754                 $389,947



                 SunPower Technologies                                                                   170,435                                                 248,196                                    314,971                418,631                  545,775



              Intersegment eliminations                                                                 (35,406)                                               (88,875)                                  (90,416)             (124,281)               (151,216)




              Total revenue                                                                              352,914                                                 449,190                                    436,281                802,104                  784,506



              Cost of revenue:



                 SunPower Energy Services                                                                179,258                                                 259,461                                    189,262                438,719                  360,340



                 SunPower Technologies                                                                   186,861                                                 257,129                                    317,717                443,990                  600,585



              Intersegment eliminations                                                                 (34,803)                                              (104,848)                                  (90,498)             (139,651)               (158,934)




              Total cost of revenue                                                                      331,316                                                 411,742                                    416,481                743,058                  801,991



              Gross profit (loss)                                                                         21,598                                                  37,448                                     19,800                 59,046                 (17,485)



              Operating expenses:



              Research and development                                                                    12,335                                                  15,638                                     18,159                 27,973                   33,152



              Sales, general and administrative                                                           55,967                                                  65,958                                     61,978                121,925                  124,835



              Restructuring charges                                                                        1,259                                                   1,576                                      2,453                  2,835                    1,788



              (Gain) loss on sale and impairment of residential lease assets                                 141                                                   (274)                                     8,301                  (133)                  17,527



              Gain on business divestiture                                                              (10,458)                                                                                        (137,286)              (10,458)               (143,400)




              Total operating expenses                                                                    59,244                                                  82,898                                   (46,395)               142,142                   33,902




              Operating income (loss)                                                                   (37,646)                                               (45,450)                                    66,195               (83,096)                (51,387)



              Other income (expense), net:



              Interest income                                                                                174                                                     404                                        566                    578                    1,418



              Interest expense                                                                          (10,205)                                               (10,537)                                  (16,424)              (20,742)                (33,215)



              Other, net                                                                                  70,032                                                  55,069                                     67,768                125,101                  100,841



              Other income, net                                                                           60,001                                                  44,936                                     51,910                104,937                   69,044




              Income (loss) before income taxes and equity in losses of unconsolidated                    22,355                                                   (514)                                   118,105                 21,841                   17,657
    investees



              Provision for income taxes                                                                 (3,068)                                                (1,869)                                   (6,068)               (4,937)                (11,865)



              Equity in earnings (losses) of unconsolidated investees                                      (889)                                                    245                                    (1,963)                 (644)                   (283)




              Net income (loss)                                                                           18,398                                                 (2,138)                                   110,074                 16,260                    5,509



                  Net income attributable to noncontrolling interests and redeemable                         980                                                     707                                     11,385                  1,687                   26,226
    noncontrolling interests




              Net income (loss) attributable to stockholders                                             $19,378                                                $(1,431)                                  $121,459                $17,947                  $31,735






              Basic net income (loss) per share attributable to stockholders                               $0.11                                                 $(0.01)                                     $0.85                  $0.11                    $0.22



              Diluted net income (loss) per share attributable to stockholders                             $0.11                                                 $(0.01)                                     $0.75                  $0.10                    $0.22





              Basic weighted-average shares                                                              170,003                                                 168,822                                    142,471                169,413                  142,095



              Diluted weighted-average shares                                                            178,118                                                 168,822                                    166,837                170,971                  143,062


                                                                                                                                                                                                                                                                   
              
                SUNPOWER CORPORATION


                                                                                                                                                                                                                                                          
              
                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                                                                                                                                                                      
              
                (In thousands)


                                                                                                                                                                                                                                                                       
              
                (Unaudited)




                                                                                                                                                                                                                                                                      
              
                THREE MONTHS ENDED                                        SIX MONTHS ENDED



                                                                                                                                                                                                                                                                          
              Jun. 28,                                   
        Mar. 29,                               
        Jun. 30,               
       Jun. 28,                 
         Jun. 30,


                                                                                                                                                                                                                                                                                                    2020                                           2020                                          2019                       2020                             2019






     Cash flows from operating activities:



     Net income (loss)                                                                                                                                                                                                                                                                          $18,398                                       $(2,138)                                     $110,074                    $16,260                           $5,509



     Adjustments to reconcile net income (loss) to net cash used in operating activities:



     Depreciation and amortization                                                                                                                                                                                                                                                               16,918                                         16,892                                        22,534                     33,810                           46,724



     Stock-based compensation                                                                                                                                                                                                                                                                     5,879                                          6,867                                         6,270                     12,746                           11,936



     Non-cash interest expense                                                                                                                                                                                                                                                                    1,838                                          1,910                                         2,510                      3,748                            4,925



     Non-cash restructuring charges                                                                                                                                                                                                                                                                                                                                                          2,346                                                      2,346



     Bad debt expense                                                                                                                                                                                                                                                                             1,326                                          2,240                                                                   3,566                            1,661



     Equity in (earnings) losses of unconsolidated investees                                                                                                                                                                                                                                        889                                          (245)                                        1,963                        644                              283



     Gain on equity investments                                                                                                                                                                                                                                                                (71,062)                                      (49,152)                                     (67,500)                 (120,214)                       (100,500)



     Gain on retirement of convertible debt                                                                                                                                                                                                                                                                                                   (2,956)                                                                (2,956)



     Gain on business divestiture                                                                                                                                                                                                                                                              (10,458)                                                                                  (137,286)                  (10,458)                       (143,400)



     Deferred income taxes                                                                                                                                                                                                                                                                        1,381                                          (349)                                          (4)                     1,032                            2,044



     Gain (loss) on sale and impairment of residential lease assets                                                                                                                                                                                                                                 140                                            289                                        16,728                        429                           25,954



     Impairment of property, plant and equipment                                                                                                                                                                                                                                                                                                                                               777                                                        777



     Changes in operating assets and liabilities:



     Accounts receivable                                                                                                                                                                                                                                                                         79,029                                       (20,120)                                     (60,827)                    58,909                         (50,292)



     Contract assets                                                                                                                                                                                                                                                                            (3,164)                                           295                                         5,697                    (2,869)                           7,409



     Inventories                                                                                                                                                                                                                                                                                 36,336                                       (43,061)                                     (20,386)                   (6,725)                        (62,104)



     Project assets                                                                                                                                                                                                                                                                             (3,024)                                       (8,881)                                      (6,974)                  (11,905)                         (6,198)



     Prepaid expenses and other assets                                                                                                                                                                                                                                                            9,403                                         18,635                                      (27,212)                    28,038                         (15,485)



     Operating lease right-of-use assets                                                                                                                                                                                                                                                          4,863                                          2,923                                      (11,383)                     7,786                          (8,780)



     Long-term financing receivables, net - held for sale                                                                                                                                                                                                                                                                                                                                      657                                                      (954)



     Advances to suppliers                                                                                                                                                                                                                                                                        3,093                                          8,936                                        11,719                     12,029                           24,774



     Accounts payable and other accrued liabilities                                                                                                                                                                                                                                            (33,637)                                      (92,599)                                       40,018                  (126,236)                          11,199



     Contract liabilities                                                                                                                                                                                                                                                                      (34,324)                                      (16,130)                                       17,996                   (50,454)                           3,418



     Operating lease liabilities                                                                                                                                                                                                                                                                (3,173)                                       (2,849)                                       11,222                    (6,022)                           8,663



     Net cash provided by (used in) operating activities                                                                                                                                                                                                                                         20,651                                      (179,493)                                     (81,061)                 (158,842)                       (230,091)




     Cash flows from investing activities:



     Purchases of property, plant and equipment                                                                                                                                                                                                                                                 (4,592)                                       (6,213)                                     (11,656)                  (10,805)                        (18,204)



     Cash paid for solar power systems                                                                                                                                                                                                                                                          (2,037)                                         (610)                                     (15,723)                   (2,647)                        (43,323)



     Proceeds from sale of equity investment and return of capital by an unconsolidated investee                                                                                                                                                                                                                                               46,149                                                                  46,149



     Proceeds from sale of property, plant and equipment                                                                                                                                                                                                                                                                                                                                       228                                                        228



     Proceeds from business divestiture, net of de-consolidated cash                                                                                                                                                                                                                             15,417                                                                                      30,814                     15,417                           40,491



     Proceeds from return of capital of equity investments with fair value option                                                                                                                                                                                                                 7,724                                                                                                                 7,724



     Cash paid for investments with fair value option                                                                                                                                                                                                                                                                                                                                     (10,000)                                                  (10,000)



     Net cash provided by (used in) investing activities                                                                                                                                                                                                                                         16,512                                         39,326                                       (6,337)                    55,838                         (30,808)




     Cash flows from financing activities:



     Proceeds from bank loans and other debt                                                                                                                                                                                                                                                     44,954                                         76,544                                        75,687                    121,498                          143,666



     Repayment of bank loans and other debt                                                                                                                                                                                                                                                    (53,605)                                      (65,730)                                     (66,688)                 (119,335)                       (125,060)



     Proceeds from issuance of non-recourse residential financing, net of issuance costs                                                                                                                                                                                                                                                                                                    43,476                                                     65,731



     Repayment of non-recourse residential financing                                                                                                                                                                                                                                                                                                                                       (1,156)                                                   (1,156)



     Contributions from noncontrolling interests and redeemable noncontrolling interests attributable to residential projects                                                                                                                                                                                                                                                                8,590                                                     29,577



     Distributions to noncontrolling interests and redeemable noncontrolling interests attributable to residential projects                                                                                                                                                                                                                                                                  (316)                                                     (316)



     Proceeds from issuance of non-recourse power plant and commercial financing, net of issuance costs                                                                                                                                                                                             890                                          9,754                                                                  10,644



     Payment for prior business combination                                                                                                                                                                                                                                                                                                                                                (9,000)                                                   (9,000)



     Cash paid for repurchase of convertible debt                                                                                                                                                                                                                                                                                            (87,141)                                                               (87,141)



     Settlement of contingent consideration arrangement, net of cash received                                                                                                                                                                                                                     1,811                                            423                                                                   2,234                          (2,448)



     Equity offering costs paid                                                                                                                                                                                                                                                                                                                 (928)                                                                  (928)



     Purchases of stock for tax withholding obligations on vested restricted stock                                                                                                                                                                                                              (1,467)                                       (6,914)                                        (493)                   (8,381)                         (4,365)



     Net cash (used in) provided by financing activities                                                                                                                                                                                                                                        (7,417)                                      (73,992)                                       50,100                   (81,409)                          96,629




     Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents                                                                                                                                                                                     330                                          (216)                                          147                        114                              259




     Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents                                                                                                                                                                                          30,076                                      (214,375)                                     (37,151)                 (184,299)                       (164,011)



     Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period                                                                                                                                                                                               244,282                                        458,657                                       236,903                    458,657                          363,763




     Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period(1)                                                                                                                                                                                                 $274,358                                       $244,282                                      $199,752                   $274,358                         $199,752








     Non-cash transactions:



     Costs of solar power systems sourced from existing inventory                                                                                                                                                                                                 
              $                        -                     
        $                  -                                       $4,767   
       $                  -                         $21,173



     Costs of solar power systems funded by liabilities                                                                                                                                                                                                                                          $1,716                                         $1,184                                        $4,529                     $1,716                           $4,529



     Property, plant and equipment acquisitions funded by liabilities                                                                                                                                                                                                                            $5,452                                         $2,385                                       $22,560                     $5,452                          $22,560



     Contractual obligations satisfied by inventory                                                                                                                                                                                                               
              $                        -                                          $975                   
        $                    -  
       $                  -   
         $                     -



     Right-of-use assets obtained in exchange of lease obligations(2)                                                                                                                                                                                                                              $963                                        $12,461                                       $13,280                    $13,424                          $94,805



     Derecognition of financing obligations upon business divestiture                                                                                                                                                                                             
              $                        -                     
        $                  -                                     $590,884   
       $                  -                        $590,884



     Assumption of liabilities in connection with business divestiture                                                                                                                                                                                                                           $9,085                      
        $                  -                  
        $                    -                    $9,085    
         $                     -



     Holdbacks in connection with business divestiture                                                                                                                                                                                                                                           $7,199                      
        $                  -                                       $2,425                     $7,199                           $2,425



     Aged supplier financing balances reclassified from accounts payable to short-term debt                                                                                                                                                                                                     $18,933                                         $5,000                   
        $                    -                   $23,933    
         $                     -




                   (1)"Cash, cash equivalents, restricted cash and restricted cash equivalents" balance consisted of "cash and cash equivalents", "restricted cash and cash equivalents, current portion" and "restricted cash and cash equivalents, net of current portion" financial statement line items on the condensed
                    consolidated balance sheets for the respective periods.





     
                (2)Amounts for the six months ended June 30, 2019 include the transition adjustment for the adoption of ASC 842 and new Right-of-Use ("ROU") asset additions.

Use of Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), the company uses non-GAAP measures that are adjusted for certain items from the most directly comparable GAAP measures. The specific non-GAAP measures listed below are: revenue; gross margin; net loss; net loss per diluted share; and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Management believes that each of these non-GAAP measures are useful to investors, enabling them to better assess changes in each of these key elements of the company'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 provide investors with another method to assess the company's operating results in a manner that is focused on its ongoing, core operating performance, absent the effects of these items. Management uses these non-GAAP measures internally to assess the business, its financial performance, current and historical results, as well as for strategic decision-making and forecasting future results. Many of the analysts covering the company also use these non-GAAP measures in their analysis. Given management's use of these non-GAAP measures, the company believes these measures are important to investors in understanding the company's operating results as seen through the eyes of management. These non-GAAP measures are not prepared in accordance with GAAP or intended to be a replacement for GAAP financial data; and therefore, 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 revenue includes adjustments relating to legacy utility and power plant projects and construction revenue on solar service contracts, each of which is described below. In addition to the above adjustments, non-GAAP gross margin includes adjustments relating to legacy sale-leaseback transactions, business process improvement costs, gain/loss on sale and impairment of residential lease assets, cost of above-market polysilicon, litigation, stock-based compensation, amortization of intangible assets, and business reorganization costs, each of which is described below. In addition to the above adjustments, non-GAAP net loss and non-GAAP net loss per diluted share are adjusted for adjustments relating to mark to market gain on equity investments, gain on business divestiture, impairment of property, plant, and equipment, transaction-related costs, non-cash interest expense, restructuring charges (credits), gain on convertible debt repurchased, tax effect of these non-GAAP adjustments, each of which is described below. In addition to the above adjustments, Adjusted EBITDA includes adjustments relating to cash interest expense (net of interest income), provision for income taxes, and depreciation.

Non-GAAP Adjustments Based on International Financial Reporting Standards ("IFRS")

The company's non-GAAP results include adjustments under IFRS that are consistent with the adjustments made in connection with the company's internal reporting process as part of its status as a consolidated subsidiary of Total SE, our controlling shareholder and a foreign public registrant that reports under IFRS. Differences between GAAP and IFRS reflected in the company's non-GAAP results are further described below. In these situations, management believes that IFRS enables investors to better evaluate the company's performance, and assists in aligning the perspectives of the management with those of Total SE.

    --  Legacy utility and power plant projects: The company included
        adjustments related to the revenue recognition of certain utility and
        power plant projects based on percentage-of-completion accounting and,
        when relevant, the allocation of revenue and margin to our project
        development efforts at the time of initial project sale. Under IFRS,
        such projects were accounted for when the customer obtains control of
        the promised goods or services which generally results in earlier
        recognition of revenue and profit than U.S. GAAP. Over the life of each
        project, cumulative revenue and gross margin are eventually equivalent
        under both GAAP and IFRS; however, revenue and gross margin is generally
        recognized earlier under IFRS.
    --  Legacy sale-leaseback transactions: The company included adjustments
        related to the revenue recognition on certain legacy sale-leaseback
        transactions entered into before December 31, 2018, based on the net
        proceeds received from the buyer-lessor. Under U.S. GAAP, these
        transactions were accounted for under the financing method in accordance
        with the applicable accounting guidance. Under such guidance, no revenue
        or profit is recognized at the inception of the transaction, and the net
        proceeds from the buyer-lessor are recorded as a financing liability.
        Imputed interest is recorded on the liability equal to our incremental
        borrowing rate adjusted solely to prevent negative amortization. Under
        IFRS, such revenue and profit is recognized at the time of sale to the
        buyer-lessor if certain criteria are met. Upon adoption of IFRS 16,
        Leases, on December 31, 2018, IFRS is aligned with GAAP.
    --  Mark-to-market gain in equity investments: The company recognizes
        adjustments related to the fair value of equity investments with readily
        determinable fair value based on the changes in the stock price of these
        equity investments at every reporting period. Under GAAP, mark-to-market
        gains and losses due to changes in stock prices for these securities are
        recorded in earnings while under IFRS, an election can be made to
        recognize such gains and losses in other comprehensive income. Such an
        election was made by Total SE. Further, we elected the Fair Value Option
        ("FVO") for some of our equity method investments, and we adjust the
        carrying value of those investments based on their fair market value
        calculated periodically. Such option is not available under IFRS, and
        equity method accounting is required for such investments. Management
        believes that excluding these adjustments on equity investments is
        consistent with our internal reporting process as part of its status as
        a consolidated subsidiary of Total SE and better reflects our ongoing
        results.

Other Non-GAAP Adjustments

    --  Business process improvement costs: During fiscal 2019, the company
        initiated a project to improve its manufacturing and related processes
        to improve gross margin in coming years and engaged third party experts
        to consult on business process improvements. Management believes it is
        appropriate to exclude these consulting expenses from our non-GAAP
        results as they are non-recurring in nature, and are not reflective of
        the company's ongoing operating results.
    --  Gain/loss on sale and impairment of residential lease assets: In fiscal
        2018 and 2019, in an effort to deconsolidate all the residential lease
        assets owned by us, the company sold membership units representing a 49%
        membership interest in its residential lease business and retained a 51%
        membership interest. The loss on divestment, including adjustments to
        contingent consideration shortly after the closure of the transaction,
        and the remaining unsold residential lease assets impairment with its
        corresponding depreciation savings are excluded from the company's
        non-GAAP results as they are non-recurring in nature and not reflective
        of ongoing operating results.
    --  Impairment of property, plant, and equipment: The Company evaluates
        property, plant and equipment for impairment whenever certain triggering
        events or changes in circumstances arise. This evaluation includes
        consideration of technology obsolescence that may indicate that the
        carrying value of such assets may not be recoverable. In accordance with
        such evaluation, the company recognizes a non-cash impairment charge
        when the asset group's fair value is lower than its carrying value. Such
        impairment charge is excluded from the company's non-GAAP results as it
        is non-recurring in nature and not reflective of ongoing operating
        results. Any such non-recurring impairment charge recorded by our equity
        method or other unconsolidated investees is also excluded from our
        non-GAAP results as it is not reflective of their ongoing operating
        results.
    --  Construction revenue on solar services contracts: Upon adoption of the
        new lease accounting guidance ("ASC 842") in the first quarter of fiscal
        2019, revenue and cost of revenue on solar services contracts with
        residential customers are recognized ratably over the term of those
        contracts, once the projects are placed in service. For non-GAAP
        results, the company recognizes revenue and cost of revenue upfront
        based on the expected cash proceeds to align with the legacy lease
        accounting guidance. Management believes it is appropriate to recognize
        revenue and cost of revenue upfront based on total expected cash
        proceeds, as it better reflects the company's ongoing results as such
        method aligns revenue and costs incurred most accurately in the same
        period. Starting in second quarter of fiscal 2020, we no longer have
        this non-GAAP measure.
    --  Cost of above-market polysilicon: The company has entered into multiple
        long-term, fixed-price supply agreements to purchase polysilicon for
        periods of up to 10 years. The prices in select legacy supply
        agreements, which incorporate a cash portion and a non-cash portion
        attributable to the amortization of prepayments made under the
        agreements, significantly exceed current market prices. Additionally, in
        order to reduce inventory and improve working capital, the company has
        periodically elected to sell polysilicon inventory in the marketplace at
        prices below the company's purchase price, thereby incurring a loss.
        Management believes that it is appropriate to exclude the impact of its
        above-market cost of polysilicon, including the effect of above-market
        polysilicon on product costs, losses incurred on sales of polysilicon to
        third parties, and inventory reserves and project asset impairments from
        the company's non-GAAP results as they are not reflective of ongoing
        operating results. Upon completion of the Maxeon Solar Technologies Ltd.
        ("Maxeon") spin-off, the obligation to purchase above-market polysilicon
        will be retained by Maxeon. Given that these costs will not continue to
        be borne by the Company following the spin, the Company will remove this
        expense from its non-GAAP measure starting the third quarter of fiscal
        2020.
    --  Stock-based compensation: Stock-based compensation relates primarily to
        the company's equity incentive awards. Stock-based compensation is a
        non-cash expense that is dependent on market forces that are difficult
        to predict. Management believes that this adjustment for stock-based
        compensation provides investors with a basis to measure the company's
        core performance, including compared with the performance of other
        companies, without the period-to-period variability created by
        stock-based compensation.
    --  Amortization of intangible assets: The company incurs amortization of
        intangible assets as a result of acquisitions, which includes patents,
        purchased technology, project pipeline assets, and in-process research
        and development. Management believes that it is appropriate to exclude
        these amortization charges from the company's non-GAAP financial
        measures as they arise from prior acquisitions, which are not reflective
        of ongoing operating results.
    --  Gain on business divestiture: In second quarter of fiscal 2020, the
        company sold its Operations and Maintenance ("O&M") contracts business
        to a third-party buyer. Similarly, in fiscal 2019, the company sold all
        of its membership interests in certain subsidiaries that own leasehold
        interests in projects subject to sale-leaseback financing arrangements.
        In connection with these divestitures, the company recognized gain
        within its income statement in the period in which the sale was
        completed. The company believe that it is appropriate to exclude this
        gain from its segment results as it is not reflective of ongoing
        operating results.
    --  Litigation: The company may be involved in various litigation, claims
        and proceedings that result in payments or recoveries from such
        proceedings. The company excludes any gains or losses on such litigation
        recoveries or payments from the non-GAAP results as it is not reflective
        of ongoing operating results.
    --  Transaction-related costs: In connection with material non-recurring
        transactions such as acquisition or divestiture of a business, the
        company incurred transaction costs including legal and accounting fees.
        Management believes that it is appropriate to exclude these costs from
        the company's non-GAAP results as it is not reflective of ongoing
        operating results.
    --  Business reorganization costs: In connection with the reorganization of
        our business into an upstream and downstream, and subsequent
        announcement of the separation transaction to separate the Company into
        two independent, and publicly traded companies, we incurred and expect
        to continue to incur in upcoming quarters, non-recurring charges on
        third-party legal and consulting expenses to close the separation
        transaction. The company believes that it is appropriate to exclude
        these from company's non-GAAP results as it is not reflective of ongoing
        operating results.
    --  Non-cash interest expense: The company incurs non-cash interest expense
        related to the amortization of items such as original issuance discounts
        on its debt. The company excludes non-cash interest expense because the
        expense does not reflect its financial results in the period incurred.
        Management believes that this adjustment for non-cash interest expense
        provides investors with a basis to evaluate the company's performance,
        including compared with the performance of other companies, without
        non-cash interest expense.
    --  Restructuring charges (credits): The company incurs restructuring
        expenses related to reorganization plans aimed towards realigning
        resources consistent with the company's global strategy and improving
        its overall operating efficiency and cost structure. Although the
        company has engaged in restructuring activities in the past, each has
        been a discrete event based on a unique set of business objectives. The
        company believes that it is appropriate to exclude these from company's
        non-GAAP results as it is not reflective of ongoing operating results.
    --  Gain on convertible debt repurchased: In connection with the early
        repurchase of a portion of our 0.875% Convertible debentures due June 1,
        2021, we recognized a gain, represented by the difference between the
        book value of the convertible debentures, net of the remaining
        unamortized discount prior to repurchase and the reacquisition price of
        the convertible notes upon repurchase. The company believes that it is
        appropriate to exclude these from our non-GAAP results as it is not
        reflective of ongoing operating results.
    --  Tax effect: This amount is used to present each of the adjustments
        described above on an after-tax basis in connection with the
        presentation of non-GAAP net income (loss) and non-GAAP net income
        (loss) per diluted share. The company's non-GAAP tax amount is based on
        estimated cash tax expense and reserves. The company forecasts its
        annual cash tax liability and allocates the tax to each quarter in a
        manner generally consistent with its GAAP methodology. This approach is
        designed to enhance investors' ability to understand the impact of 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.
    --  Adjusted EBITDA adjustments: When calculating Adjusted EBITDA, in
        addition to adjustments described above, the company excludes the impact
        of the following items during the period:
        --  Cash interest expense, net of interest income
        --  Provision for income taxes
        --  Depreciation

For more information about 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, 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


                                                                                                                                                                                                   
              
                (In thousands, except percentages and per share data)


                                                                                                                                                                                                                        
              
                (Unaudited)





     
                Adjustments to Revenue:


                                                                                                                                                                                       
              
                THREE MONTHS ENDED                                                         
             
                SIX MONTHS ENDED



                                                                                                                                                                                             
              Jun. 28,                                          
              Mar. 29,                                                                
              Jun. 30,                                        
              Jun. 28,                                              
        Jun. 30,


                                                                                                                                                                                                                         2020                                                         2020                                                                           2019                                                           2020                                                        2019




     GAAP revenue                                                                                                                                                                                                   $352,914                                                     $449,190                                                                       $436,281                                                       $802,104                                                    $784,506



     Adjustments based on IFRS:



     Legacy utility and power plant projects                                                                                                                                                                                                                                       (207)                                                                          (23)                                                         (207)                                                      (194)



     Other adjustments:



     Construction revenue on solar services contracts                                                                                                                                                                                                                              5,392                                                                         45,614                                                          5,392                                                     109,119



     Non-GAAP revenue                                                                                                                                                                                               $352,914                                                     $454,375                                                                       $481,872                                                       $807,289                                                    $893,431






     
                Adjustments to Gross Profit (Loss) / Margin:


                                                                                                                                                                                       
              
                THREE MONTHS ENDED                                                         
             
                SIX MONTHS ENDED



                                                                                                                                                                                             
              Jun. 28,                                          
              Mar. 29,                                                                
              Jun. 30,                                        
              Jun. 28,                                              
        Jun. 30,


                                                                                                                                                                                                                         2020                                                         2020                                                                           2019                                                           2020                                                        2019




     GAAP gross profit (loss)                                                                                                                                                                                        $21,598                                                      $37,448                                                                        $19,800                                                        $59,046                                                   $(17,485)



     Adjustments based on IFRS:



     Legacy utility and power plant projects                                                                                                                                                                                                                                        (34)                                                                           884                                                           (34)                                                      1,000



     Legacy sale-leaseback transactions                                                                                                                                                                                                                                               20                                                                        (3,684)                                                            20                                                     (4,507)



     Other adjustments:



     Business process improvement costs                                                                                                                                                                                  793                                                        2,464                                                                                                                                        3,257



     Construction revenue on solar service contracts                                                                                                                                                                                                                               4,735                                                                          5,506                                                          4,735                                                      16,892



     Gain on sale and impairment of residential lease assets                                                                                                                                                           (458)                                                       (448)                                                                         (632)                                                         (906)                                                      (757)



     Cost of above-market polysilicon                                                                                                                                                                                  9,569                                                       10,043                                                                         25,950                                                         19,612                                                      75,378



     Litigation                                                                                                                                                                                                                                                                    (163)                                                                                                                                       (163)



     Stock-based compensation expense                                                                                                                                                                                  1,175                                                        1,109                                                                          1,133                                                          2,284                                                       1,301



     Amortization of intangible assets                                                                                                                                                                                 1,783                                                        1,785                                                                          1,783                                                          3,568                                                       3,569



     Business reorganization costs                                                                                                                                                                                       (7)                                                           5                                                                                                                                          (2)



     Non-GAAP gross profit                                                                                                                                                                                           $34,453                                                      $56,964                                                                        $50,740                                                        $91,417                                                     $75,391






     GAAP gross margin (%)                                                                                                                                                                                             6.1%                                                        8.3%                                                                          4.5%                                                          7.4%                                                      -2.2%



     Non-GAAP gross margin (%)                                                                                                                                                                                         9.8%                                                       12.5%                                                                         10.5%                                                         11.3%                                                       8.4%





     
                Adjustments to Net income (loss):


                                                                                                                                                                                       
              
                THREE MONTHS ENDED                                                         
             
                SIX MONTHS ENDED



                                                                                                                                                                                             
              Jun. 28,                                          
              Mar. 29,                                                                
              Jun. 30,                                        
              Jun. 28,                                              
        Jun. 30,


                                                                                                                                                                                                                         2020                                                         2020                                                                           2019                                                           2020                                                        2019




     GAAP net income (loss) attributable to stockholders                                                                                                                                                             $19,378                                                     $(1,431)                                                                      $121,459                                                        $17,947                                                     $31,735



     Adjustments based on IFRS:



     Legacy utility and power plant projects                                                                                                                                                                                                                                        (34)                                                                           884                                                           (34)                                                      1,000



     Legacy sale-leaseback transactions                                                                                                                                                                                                                                               20                                                                          1,025                                                             20                                                       5,936



     Mark-to-market gain on equity investments                                                                                                                                                                      (71,060)                                                    (47,871)                                                                      (67,500)                                                     (118,931)                                                  (100,500)



     Other adjustments:



     Business process improvements costs                                                                                                                                                                                 793                                                        2,464                                                                                                                                        3,257



     Construction revenue on solar services contracts                                                                                                                                                                                                                              4,735                                                                        (6,398)                                                         4,735                                                    (10,138)



     (Gain) loss on sale and impairment of residential lease assets                                                                                                                                                    (317)                                                       (722)                                                                        15,554                                                        (1,039)                                                     23,867



     Cost of above-market polysilicon                                                                                                                                                                                  9,569                                                       10,043                                                                         25,950                                                         19,612                                                      75,378



     Litigation                                                                                                                                                                                                                                                                      321                                                                                                                                          321



     Stock-based compensation expense                                                                                                                                                                                  5,879                                                        6,867                                                                          6,270                                                         12,746                                                      11,936



     Amortization of intangible assets                                                                                                                                                                                 1,784                                                        1,786                                                                          1,783                                                          3,570                                                       3,569



     Gain on business divestiture                                                                                                                                                                                   (10,529)                                                                                                                                 (137,286)                                                      (10,529)                                                  (143,400)



     Transaction-related costs                                                                                                                                                                                         2,382                                                          481                                                                          1,173                                                          2,863                                                       2,595



     Business reorganization costs                                                                                                                                                                                     2,861                                                        6,193                                                                          4,156                                                          9,054                                                       6,805



     Non-cash interest expense                                                                                                                                                                                                                                                                                                                                      10                                                                                                                        20



     Restructuring charges                                                                                                                                                                                             1,259                                                        1,576                                                                          2,453                                                          2,835                                                       1,788



     Gain on convertible debt repurchased                                                                                                                                                                                                                                        (2,956)                                                                                                                                     (2,956)



     Tax effect                                                                                                                                                                                                          822                                                        1,247                                                                          (669)                                                         2,068                                                         849



     Non-GAAP net loss attributable to stockholders                                                                                                                                                                $(37,179)                                                   $(17,281)                                                                     $(31,136)                                                     $(54,461)                                                  $(88,560)






     
                Adjustments to Net income (loss) per diluted share:


                                                                                                                                                                                       
              
                THREE MONTHS ENDED                                                         
             
                SIX MONTHS ENDED



                                                                                                                                                                                             
              Jun. 28,                                          
              Mar. 29,                                                                
              Jun. 30,                                        
              Jun. 28,                                              
        Jun. 30,


                                                                                                                                                                                                                         2020                                                         2020                                                                           2019                                                           2020                                                        2019




     Net income (loss) per diluted share



     Numerator:



     GAAP net income (loss) available to common stockholders(1)                                                                                                                                                      $19,378                                                     $(1,431)                                                                      $121,459                                                        $17,947                                                     $31,735



          Add: Interest expense on 4.00% debenture due 2023, net of tax                                                                                                                                                                                                                                                                                          3,358



          Add: Interest expense on 0.875% debenture due 2021, net of tax                                                                                                                                                 535                                                                                                                                        691



               GAAP net income (loss) available to common stockholders(1)                                                                                                                                             19,913                                                      (1,431)                                                                       125,508                                                         17,947                                                     $31,735




     Non-GAAP net loss available to common stockholders(1)                                                                                                                                                         $(37,179)                                                   $(17,281)                                                                     $(31,136)                                                     $(54,461)                                                  $(88,560)






     Denominator:



     GAAP weighted-average shares                                                                                                                                                                                    170,003                                                      168,822                                                                        142,471                                                        169,413                                                     142,095



     Effect of dilutive securities:



     Restricted stock units                                                                                                                                                                                            1,765                                                                                                                                      2,241                                                          1,558                                                         967



     0.875% debentures due 2021                                                                                                                                                                                        6,350                                                                                                                                      8,203



     4.00% debentures due 2023                                                                                                                                                                                                                                                                                                                                  13,922



     GAAP dilutive weighted-average common shares:                                                                                                                                                                   178,118                                                      168,822                                                                        166,837                                                        170,971                                                     143,062






     Non-GAAP weighted-average shares                                                                                                                                                                                170,003                                                      168,822                                                                        142,471                                                        169,413                                                     142,095



     Effect of dilutive securities:



     Non-GAAP dilutive weighted-average shares(1)                                                                                                                                                                    170,003                                                      168,822                                                                        142,471                                                        169,413                                                     142,095






     GAAP net income (loss) per diluted share                                                                                                                                                                          $0.11                                                      $(0.01)                                                                         $0.75                                                          $0.10                                                       $0.22




     Non-GAAP net loss per diluted share                                                                                                                                                                             $(0.22)                                                     $(0.10)                                                                       $(0.22)                                                       $(0.32)                                                    $(0.62)





                   (1)In accordance with the if-converted method, net income (loss) available to common stockholders excludes interest expense related to the 0.875% and 4.0% debentures if the debentures are considered converted in the calculation of net income (loss) per diluted share. If the conversion option for a debenture is not in the money for the relevant period, the potential conversion of the debenture under the if-converted method is excluded from
                    the calculation of non-GAAP net income (loss) per diluted share.





     
                Adjusted EBITDA:


                                                                                                                                                                                       
              
                THREE MONTHS ENDED                                                         
             
                SIX MONTHS ENDED



                                                                                                                                                                                             
              Jun. 28,                                          
              Mar. 29,                                                                
              Jun. 30,                                        
              Jun. 28,                                              
        Jun. 30,


                                                                                                                                                                                                                         2020                                                         2020                                                                           2019                                                           2020                                                        2019




     GAAP net income (loss) attributable to stockholders                                                                                                                                                             $19,378                                                     $(1,431)                                                                      $121,459                                                        $17,947                                                     $31,735



     Adjustments based on IFRS:



     Legacy utility and power plant projects                                                                                                                                                                                                                                        (34)                                                                           884                                                           (34)                                                      1,000



     Legacy sale-leaseback transactions                                                                                                                                                                                                                                               20                                                                          1,025                                                             20                                                       5,936



     Mark-to-market gain on equity investment                                                                                                                                                                       (71,060)                                                    (47,871)                                                                      (67,500)                                                     (118,931)                                                  (100,500)



     Other adjustments:



     Business process improvement costs                                                                                                                                                                                  793                                                        2,464                                                                                                                                        3,257



     Construction revenue on solar services contracts                                                                                                                                                                                                                              4,735                                                                        (6,398)                                                         4,735                                                    (10,138)



     (Gain) loss on sale and impairment of residential lease assets                                                                                                                                                    (317)                                                       (722)                                                                        15,554                                                        (1,039)                                                     23,867



     Cost of above-market polysilicon                                                                                                                                                                                  9,569                                                       10,043                                                                         25,950                                                         19,612                                                      75,378



     Litigation                                                                                                                                                                                                                                                                      321                                                                                                                                          321



     Stock-based compensation expense                                                                                                                                                                                  5,879                                                        6,867                                                                          6,270                                                         12,746                                                      11,936



     Amortization of intangible assets                                                                                                                                                                                 1,784                                                        1,786                                                                          1,783                                                          3,570                                                       3,569



     Gain on business divestiture                                                                                                                                                                                   (10,529)                                                                                                                                 (137,286)                                                      (10,529)                                                  (143,400)



     Transaction-related costs                                                                                                                                                                                         2,382                                                          481                                                                          1,173                                                          2,863                                                       2,595



     Business reorganization costs                                                                                                                                                                                     2,861                                                        6,193                                                                          4,156                                                          9,054                                                       6,805



     Non-cash interest expense                                                                                                                                                                                                                                                                                                                                      10                                                                                                                        20



     Restructuring charges (credits)                                                                                                                                                                                   1,259                                                        1,576                                                                          2,453                                                          2,835                                                       1,788



     Gain on convertible debt repurchased                                                                                                                                                                                                                                        (2,956)                                                                                                                                     (2,956)



     Cash interest expense, net of interest income                                                                                                                                                                    10,030                                                       10,133                                                                         11,148                                                         20,163                                                      21,354



     Provision for income taxes                                                                                                                                                                                        3,068                                                        1,868                                                                          6,068                                                          4,936                                                      11,865



     Depreciation                                                                                                                                                                                                     15,954                                                       15,896                                                                         21,286                                                         31,851                                                      40,467



     Adjusted EBITDA                                                                                                                                                                                                $(8,949)                                                      $9,369                                                                         $8,035                                                           $421                                                   $(15,723)



     
                Q3 2020 GUIDANCE




                   (in thousands except percentages)                   Q3 2020


      Revenue (GAAP and non-GAAP)                       
        $360,000-$400,000



     Gross margin (GAAP)                                              0% - 5%


      Gross margin (non-GAAP)(1)                                       0% - 6%



     Net loss (GAAP)                                
        $(110,000)-$(95,000)



     Adjusted EBITDA2                                
        $(35,000)-$(20,000)
    1. Estimated non-GAAP amounts above for Q3 2020 include net adjustments that
       increase gross margin by approximately $1 million related to stock-based
       compensation expense and $1 million related to amortization of intangible
       assets.
    2. Estimated Adjusted EBITDA amounts above for Q3 2020 include net
       adjustments that decrease net loss by approximately $21 million related
       to income taxes, $20 million in business reorganization costs, $15
       million related to depreciation, $11 million related to interest expense,
       $6 million related to stock-based compensation expense, $1 million of
       restructuring charges, and $1 million related to amortization of
       intangible assets.

SUPPLEMENTAL DATA
(In thousands, except percentages)

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


                                                                                                            
              
                SUNPOWER CORPORATION


                                                                                                     
              
                (In thousands, except percentages)




                                                                                                             
              
                THREE MONTHS ENDED




                                                                                                          
              
                June 28, 2020

                                                                                                                                                                                                                                                        ---

                                   
               Revenue                                           
        Gross profit / margin                                                                                              
               Operating expenses                 
            Other income (expense), net  
             Provision for income taxes                   
           Net income (loss) attributable to stockholders



                            
     SunPower Energy Services          
     SunPower Technologies            
       Intersegment eliminations                                              SunPower Energy Services           
     SunPower Technologies                              
       Intersegment eliminations                                   
               Research and                              
               Sales, general                               
               Restructuring charges                (Gain)/loss on sale and impairment of residential
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              lease assets                           
     Gain on business divestiture
                                                                                                                                                                                                                                                                                                                                            development                                        and administrative



                   GAAP                                $217,885                         $170,435                                $(35,406)                                                                $38,627         17.7%                              $(16,426)         -9.6%                                $(603)                                                                                                                                                                                                                                                                                                                                         $19,378


      Adjustments based on
       IFRS:


      Mark-to-market gain
       on equity
       investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (71,060)                         (71,060)


      Other adjustments:


      Business process
       improvement costs                                                                                                                                                                                 (123)                                                 916                                                                                                                                                                                                                                                                                                                                                                                                  793


      (Gain)/loss on sale
       and impairment of
       residential lease
       assets                                                                                                                                                                                            (458)                                                                                                                                                                                                                                                                                                                                                   141                                                                                              (317)


      Cost of above-market
       polysilicon                                                                                                                                                                                                                                           8,338                                                1,231                                                                                                                                                                                                                                                                                                                                            9,569


      Stock-based
       compensation expense                                                                                                                                                                                471                                                  704                                                                                                      631                                                            4,073                                                                                                                                                                                                                        5,879


      Amortization of
       intangible assets                                                                                                                                                                                                                                     1,783                                                                                                        1                                                                                                                                                                                                                                                                                        1,784


      Gain on business
       divestiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (10,458)              (71)                         (10,529)


      Business
       reorganization costs                                                                                                                                                                                  9                                                 (16)                                                                                                     182                                                            2,686                                                                                                                                                                                                                        2,861


      Transaction-related
       costs                                                                                                                                                                                                                                                                                                                                                                                                                         2,382                                                                                                                                                                                                                        2,382


      Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                   1,259                                                                                                                                                               1,259



     Tax effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 822                822


                   Non-GAAP                            $217,885                         $170,435                                $(35,406)                                                                $38,526         17.7%                               $(4,701)         -2.8%                                  $628                                                                                                                                                                                                                                                                                                                                        $(37,179)








                                                                                                         
              
                March 29, 2020

                                                                                                                                                                                                                                                        ---

                                   
               Revenue                                           
        Gross profit / margin                                                                                              
               Operating expenses                 
            Other income (expense), net  
             Provision for income taxes                   
           Net income (loss) attributable to stockholders



                            
     SunPower Energy Services          
     SunPower Technologies            
       Intersegment eliminations                                              SunPower Energy Services           
     SunPower Technologies                              
       Intersegment eliminations                                   
               Research and                              
               Sales, general                               
               Restructuring charges                (Gain)/loss on sale and impairment of residential
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              lease assets                           
     Gain on business divestiture
                                                                                                                                                                                                                                                                                                                                            development                                        and administrative



                   GAAP                                $289,869                         $248,196                                $(88,875)                                                                $30,408         10.5%                               $(8,933)         -3.6%                               $15,973                                                                                                                                                                                                                                                                                                                                         $(1,431)


      Adjustments based on
       IFRS:


      Legacy utility and
       power plant projects                                                               (207)                                                                                                                                                               (34)                                                                                                                                                                                                                                                                                                                                                                                                (34)


      Legacy sale-
       leaseback
       transactions                                                                                                                                                                                         20                                                                                                                                                                                                                                                                                                                                                                                                                                                       20


      Mark-to-market gain
       on equity
       investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (47,871)                         (47,871)


      Other adjustments:


      Business process
       improvement costs                                                                                                                                                                                                                                     2,464                                                                                                                                                                                                                                                                                                                                                                                                2,464


      (Gain)/loss on sale
       and impairment of
       residential lease
       assets                                                                                                                                                                                            (448)                                                                                                                                                                                                                                                                                                                                                 (274)                                                                                             (722)


      Construction revenue
       on solar services
       contracts                                          5,392                                                                                                                                           4,735                                                                                                                                                                                                                                                                                                                                                                                                                                                    4,735


      Cost of above-market
       polysilicon                                                                                                                                                                                                                                          17,253                                              (7,210)                                                                                                                                                                                                                                                                                                                                          10,043



     Litigation                                                                                                                                                                                                                                             (163)                                                                                                                                                                     485                                                                                                                                                                                                                          321


      Stock-based
       compensation expense                                                                                                                                                                                559                                                  551                                                                                                      760                                                            4,997                                                                                                                                                                                                                        6,867


      Amortization of
       intangible assets                                                                                                                                                                                                                                     1,785                                                                                                                                                                                                                                                                                                                                                                                                1,785


      Business
       reorganization costs                                                                                                                                                                                                                                      5                                                                                                      513                                                            5,676                                                                                                                                                                                                                        6,194


      Transaction-related
       costs                                                                                                                                                                                                                                                                                                                                                                                                                           481                                                                                                                                                                                                                          481


      Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                   1,576                                                                                                                                                               1,576


      Gain on convertible
       debt repurchased                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       (2,956)                          (2,956)



     Tax effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               1,247              1,247


                   Non-GAAP                            $295,261                         $247,989                                $(88,875)                                                                $35,274         11.9%                                $12,927           5.2%                                $8,763                                                                                                                                                                                                                                                                                                                                        $(17,281)









                                                                                                                                        
              
                June 30, 2019

                                                                                                                                                                                                                                                                                             ---

                                   
               Revenue                                           
        Gross profit / margin                                                                                              
               Operating expenses                 
            Other income (expense), net  
             Provision for income taxes                       Gain (Loss) attributable to non-controlling interests           Net income (loss) attributable to stockholders



                            
     SunPower Energy Services          
     SunPower Technologies            
       Intersegment eliminations                                              SunPower Energy Services           
     SunPower Technologies                              
       Intersegment eliminations                                   
               Research and                              
               Sales, general                               
               Restructuring charges                Loss on sale and impairment of residential lease
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 assets                              
     Gain on business divestiture
                                                                                                                                                                                                                                                                                                                                            development                                        and administrative



                   GAAP                                $211,726                         $314,971                                $(90,416)                                                                $22,464         10.6%                               $(2,746)         -0.9%                                   $82                                                                                                                                                                                                                                                                                                                                                        $121,459


      Adjustments based on
       IFRS:


      Legacy utility and
       power plant projects                                                                (23)                                                                                                                                                                884                                                                                                                                                                                                                                                                                                                                                                                                                 884


      Legacy sale-
       leaseback
       transactions                                                                                                                                                                                    (3,684)                                                                                                                                                                                                                                                                                                                                                                                                                  4,709                                            1,025


      Mark-to-market gain
       on equity
       investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (67,500)                                        (67,500)


      Other adjustments:


      (Gain)/loss on sale
       and impairment of
       residential lease
       assets                                                                                                                                                                                            (632)                                                                                                                                                                                                                                                                                                                                                16,728                                                                                              (542)         15,554


      Construction revenue
       on solar services
       contracts                                         45,614                                                                                                                                           5,506                                                                                                                                                                                                                                                                                                                                                                                                                                                 (11,904)        (6,398)


      Cost of above-market
       polysilicon                                                                                                                                                                                                                                          23,875                                                2,075                                                                                                                                                                                                                                                                                                                                                          25,950


      Stock-based
       compensation expense                                                                                                                                                                                460                                                  673                                                                                                      879                                                            4,258                                                                                                                                                                                                                                       6,270


      Amortization of
       intangible assets                                                                                                                                                                                                                                     1,783                                                                                                                                                                                                                                                                                                                                                                                                               1,783


      Gain on business
       divestiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        (137,286)                                                         (137,286)


      Business
       reorganization costs                                                                                                                                                                                                                                                                                                                                            777                                                            3,379                                                                                                                                                                                                                                       4,156


      Transaction-related
       costs                                                                                                                                                                                                                                                                                                                                                                                                                         1,173                                                                                                                                                                                                                                       1,173


      Non-cash interest
       expense                                                                                                                                                                                                                                                                                                                                                                                                                          10                                                                                                                                                                                                                                          10


      Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                   2,453                                                                                                                                                                              2,453



     Tax effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               (669)                            (669)


                   Non-GAAP                            $257,340                         $314,948                                $(90,416)                                                                $24,114          9.4%                                $24,469           7.8%                                $2,157                                                                                                                                                                                                                                                                                                                                                       $(31,136)













                                                                                                        
              
                SIX MONTHS ENDED




                                                                                                          
              
                June 28, 2020

                                                                                                                                                                                                                                                        ---

                                   
               Revenue                                           
        Gross profit / margin                                                                                              
               Operating expenses                 
            Other income (expense), net 
             Provision for  income taxes                   
           Net income (loss) attributable to stockholders



                            
     SunPower Energy Services          
     SunPower Technologies            
       Intersegment eliminations                                              SunPower Energy Services           
     SunPower Technologies                              
       Intersegment eliminations                                   
               Research and                              
               Sales, general                               
               Restructuring charges                (Gain)/loss on sale and impairment of residential
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              lease assets                           
     Gain on business divestiture
                                                                                                                                                                                                                                                                                                                                            development                                        and administrative



                   GAAP                                $507,754                         $418,631                               $(124,281)                                                                $69,034         13.6%                              $(25,359)         20.4%                               $15,370                                                                                                                                                                                                                                                                                                                                          $17,947


      Adjustments based on
       IFRS:



     8point3


      Legacy utility and
       power plant projects                                                               (207)                                                                                                                                                               (34)                                                                                                                                                                                                                                                                                                                                                                                                (34)


      Legacy sale-
       leaseback
       transactions                                                                                                                                                                                         20                                                                                                                                                                                                                                                                                                                                                                                                                                                       20


      Mark-to-market gain
       on equity
       investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (118,931)                        (118,931)


      Other adjustments:


      Business process
       improvement costs                                                                                                                                                                                 (123)                                               3,380                                                                                                                                                                                                                                                                                                                                                                                                3,257


      (Gain)/loss on sale
       and impairment of
       residential lease
       assets                                                                                                                                                                                            (906)                                                                                                                                                                                                                                                                                                                                                 (133)                                                                                           (1,039)


      Construction revenue
       on solar services
       contracts                                          5,392                                                                                                                                           4,735                                                                                                                                                                                                                                                                                                                                                                                                                                                    4,735


      Cost of above-market
       polysilicon                                                                                                                                                                                                                                          25,591                                              (5,979)                                                                                                                                                                                                                                                                                                                                          19,612



     Litigation                                                                                                                                                                                                                                             (163)                                                                                                                                                                     485                                                                                                                                                                                                                          321


      Stock-based
       compensation expense                                                                                                                                                                              1,030                                                1,255                                                                                                    1,391                                                            9,070                                                                                                                                                                                                                       12,746


      Amortization of
       intangible assets                                                                                                                                                                                                                                     3,568                                                                                                                                                                                                                                                                                                                                                                                                3,568


      Gain on business
       divestiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         (10,458)              (71)                         (10,529)


      Business
       reorganization costs                                                                                                                                                                                  9                                                 (12)                                                                                                     695                                                            8,362                                                                                                                                                                                                                        9,055


      Transaction-related
       costs                                                                                                                                                                                                                                                                                                                                                                                                                         2,863                                                                                                                                                                                                                        2,863


      Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                   2,835                                                                                                                                                               2,835


      Gain on convertible
       debt repurchased                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       (2,956)                          (2,956)



     Tax effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               2,069              2,069



                   Non-GAAP                            $513,146                         $418,424                               $(124,281)                                                                $73,799         14.4%                                 $8,226           2.0%                                $9,391                                                                                                                                                                                                                                                                                                                                        $(54,461)









                                                                                                                                        
              
                June 30, 2019

                                                                                                                                                                                                                                                                                             ---

                                   
               Revenue                                           
        Gross profit / margin                                                                                              
               Operating expenses                 
            Other income (expense), net 
             Provision for  income taxes                       Gain (Loss) attributable to non-controlling interests           Net income (loss) attributable to stockholders



                            
     SunPower Energy Services          
     SunPower Technologies            
       Intersegment eliminations                                              SunPower Energy Services           
     SunPower Technologies                              
       Intersegment eliminations                                   
               Research and                              
               Sales, general                               
               Restructuring charges                (Gain)/loss on sale and impairment of residential
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              lease assets                           
     Gain on business divestiture
                                                                                                                                                                                                                                                                                                                                            development                                        and administrative



                   GAAP                                $389,947                         $545,775                               $(151,216)                                                                $29,607          7.6%                              $(54,810)        -10.0%                                $7,718                                      
     
     $         -                                                 
     
     $         -                                          
     
     $       -                                                   
     
     $        -                              
     
     $           - 
     
     $            - 
     
     $       - 
     
     $             -        $31,735


      Adjustments based on
       IFRS:


      Legacy utility and
       power plant projects                                                               (194)                                                                                                            125                                                  875                                                                                                                                                                                                                                                                                                                                                                                                               1,000


      Legacy sale-
       leaseback
       transactions                                                                                                                                                                                    (4,508)                                                   1                                                                                                                                                                                                                                                                                                                                                              10,443                                            5,936


      Mark-to-market gain
       on equity
       investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (100,500)                                       (100,500)


      Other adjustments:


      (Gain)/loss on sale
       and impairment of
       residential lease
       assets                                                                                                                                                                                            (757)                                                                                                                                                                                                                                                                                                                                                25,954                                                                                            (1,330)         23,867


      Construction revenue
       on solar services
       contracts                                        109,119                                                                                                                                          16,892                                                                                                                                                                                                                                                                                                                                                                                                                                                 (27,030)       (10,138)


      Cost of above-market
       polysilicon                                                                                                                                                                                                                                          73,303                                                2,075                                                                                                                                                                                                                                                                                                                                                          75,378


      Stock-based
       compensation expense                                                                                                                                                                                628                                                  673                                                                                                    1,472                                                            9,163                                                                                                                                                                                                                                      11,936


      Amortization of
       intangible assets                                                                                                                                                                                                                                     3,569                                                                                                                                                                                                                                                                                                                                                                                                               3,569


      Gain on business
       divestiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        (143,400)                                                         (143,400)


      Business
       reorganization costs                                                                                                                                                                                                                                                                                                                                            777                                                            6,028                                                                                                                                                                                                                                       6,805


      Transaction-related
       costs                                                                                                                                                                                                                                                                                                                                                                                                                         2,595                                                                                                                                                                                                                                       2,595


      Non-cash interest
       expense                                                                                                                                                                                                                                                                                                                                                                                                                          20                                                                                                                                                                                                                                          20


      Restructuring charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                   1,788                                                                                                                                                                              1,788



     Tax effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 849                               849



                   Non-GAAP                            $499,066                         $545,581                               $(151,216)                                                                $41,987          8.4%                                $23,611           4.3%                                $9,793                                                                                                                                                                                                                                                                                                                                                       $(88,560)

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SOURCE SunPower Corp.