Discontinued Operations

6 Months Ended

Jul. 03, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

On February 6, 2022, we signed the Definitive Agreement with TotalEnergies Renewables for the sale of our C&I Solutions business. The transaction closed on May 31, 2022 pursuant to the terms of the Definitive Agreement, and TotalEnergies Renewables acquired all of the issued and outstanding common stock of our C&I Solutions business. The preliminary purchase price of $190.0 million was subject to certain adjustments, including cash, indebtedness, and an estimated closing date working capital adjustment. Upon closing, we received net cash consideration of $149.2 million based on the estimated net assets of the business on that date. As of July 3, 2022, we recorded a payable of $6.3 million to Total, based on the latest estimate of closing date working capital. The consideration and working capital adjustment are currently estimates and subject to further review and adjustment by both parties within 90 days of closing, as per the terms of the Definitive Agreement.

As the sale represented a transaction between entities under common control, the gain was recorded as “additional paid-in capital” and “non-controlling interest” in our condensed consolidated balance sheets as of July 3, 2022, with a portion of the gain recorded in “non-controlling interest” due to the transfer of our safe harbor inventory from our consolidated VIE, Solar Sail, LLC (“Solar Sail”), to Total. The sale of the C&I Solutions business is a common control transaction in accordance with the guidance in ASC 805, Business Combinations, as TotalEnergies Renewables is a wholly owned subsidiary of TotalEnergies SE that holds a more than 50% voting interest in the Company and TotalEnergies Renewables as of July 3, 2022. As such, the difference between the total cash consideration received and the net book value of the C&I Solutions business, and the estimated working capital adjustment recorded, was recorded as an equity transaction.

We also incurred transaction costs in connection with the sale of $8.3 million and $10.6 million for the three and six months ended July 3, 2022, respectively, which were expensed as incurred and included within “loss from discontinued operations before income taxes” in our condensed consolidated statements of operations. We began incurring these transaction costs in the second quarter of fiscal 2021, and incurred transaction costs of $0.3 million in the three and six months ended July 4, 2021.

The following table presents the gain on sale of our C&I Solutions business recorded within our condensed consolidated statements of equity for the three months ended July 3, 2022:

	Three Months Ended
	July 3, 2022
Net cash consideration	$	149,171
Less: Estimated final working capital adjustment (as of July 3, 2022)	6,265
Less: Net book value of assets sold	24,562
Gain on sale of C&I Solutions business	$	118,344
Gain on sale of C&I Solutions business - within additional paid-in capital	$	114,401
Gain on sale of C&I Solutions business - within non-controlling interest	$	3,943

In accordance with the accounting guidance, the C&I Solutions business is presented as discontinued operations for the period up to and including the date of the sale, including the first quarter of fiscal 2022 as the signing of the Definitive Agreement had occurred and the sale represented a strategic shift in our business with major impacts on our current and historical financial results. As such, for all periods presented, the financial results of C&I Solutions are presented as net earnings from discontinued operations on the condensed consolidated statement of operations, as well as assets and liabilities of discontinued operations on the condensed consolidated balance sheets.

The following table presents the assets and liabilities of C&I Solutions as of January 2, 2022, presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet:

	January 2, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,395
Restricted cash and cash equivalents, current portion	3,466
Accounts receivable, net	5,522
Contract assets	55,673
Inventories	28,561
Advances to suppliers, current portion	2,813
Project assets - plants and land, current portion	8,105
Prepaid expenses and other current assets	13,257
Total current assets of discontinued operations	120,792
Restricted cash and cash equivalents, net of current portion	2,439
Property, plant and equipment, net	1,734
Operating lease right-of-use assets	27,572
Other long-term assets	15,781
Total assets of discontinued operations	$	168,318
Liabilities
Current liabilities:
Accounts payable	$	38,541
Accrued liabilities	16,895
Operating lease liabilities, current portion	1,400
Contract liabilities, current portion	26,559
Short-term debt	3,101
Total current liabilities of discontinued operations	86,496
Operating lease liabilities, net of current portion	10,200
Contract liabilities, net of current portion	9,096
Other long-term liabilities	23,365
Total liabilities of discontinued operations	$	129,157

The following table presents financial results of C&I Solutions presented as discontinued operations in the condensed consolidated statement of operations in the corresponding periods:

	Three Months Ended				Six Months Ended
	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
Total revenues	$	8,256	$	48,176	$	36,710	$	114,438
Total cost of revenues	14,830		47,856		59,860		110,210
Gross (loss) profit	(6,574)		320		(23,150)		4,228
Operating expenses	13,781		12,771		22,131		18,639
Operating (loss) income	(20,355)		(12,451)		(45,281)		(14,411)
Other (expense) income, net	(502)		(1,054)		(1,874)		(948)
(Loss) earnings before income taxes	(20,857)		(13,505)		(47,155)		(15,359)
Benefits from (provision for) income taxes	241		1,169		584		1,267
Net (loss) income from discontinued operations, net of taxes	(20,616)		(12,336)		(46,571)		(14,092)
Net loss (income) from discontinued operations attributable to noncontrolling interests	—		449		250		967
Net (loss) income from discontinued operations attributable to stockholders	$	(20,616)	$	(11,887)	$	(46,321)	$	(13,125)

The following table presents significant non-cash items and capital expenditures of discontinued operations:

	Six Months Ended
	July 3, 2022		July 4, 2021
Depreciation and amortization	$	85	$	2,436
Stock-based compensation	$	21	$	1,445
(Gain) loss on change in valuation of equity method investments	$	—	$	(726)
(Gain) loss on sale of investments	$	—	$	(1,162)
Loss (gain) on business divestiture	$	—	$	5,066