Maxeon Solar Technologies(MAXN) - 2023 Q4 - Annual Report

Introduction The company was formed in 2019, spun off from SunPower in 2020, and prepares U.S. GAAP financial statements - Maxeon Solar Technologies, Ltd was formed in Q3 2019 and converted to a public company on August 26, 2020, following a spin-off from SunPower Corporation; its shares began trading on NASDAQ under "MAXN"[13][15] - The company prepares consolidated financial statements in U.S. dollars, in accordance with U.S. GAAP[13] - Fiscal years 2023, 2022, and 2021 were 52-week fiscal years, with FY2023 ending on December 31, 2023[14] Use of Certain Terms This section defines key terminology used throughout the report, including company name, power units, and energy cost metrics - "Maxeon" refers to Maxeon Solar Technologies, Ltd throughout the report[19] - Units of power (KW, MW, GW) for solar systems and manufacturing capacity are direct current (DC) unless otherwise noted[19] - Levelized Cost of Energy (LCOE) evaluates the life-cycle energy cost and production of an energy system, allowing comparison across different technologies and scales[20] - Customer Cost of Energy (CCOE) measures a customer's overall energy cost, integrating various generation sources, energy storage, and management systems[21] Market Information This section outlines the sources of industry and market data, including third-party reports and internal management estimates - Industry and market data are obtained from third-party sources like Wood MacKenzie, Bloomberg New Energy Finance (BNEF), S&P Global, and PV Evolution Labs[23] - Management also prepares market sizing estimates, growth projections, and competitive position information based on industry sources and internal knowledge[23] - Forecasts, projections, and other forward-looking information from these sources involve risks and uncertainties and are subject to change[24] Special Note About Forward-Looking Statements This section cautions that the report contains forward-looking statements subject to significant risks and uncertainties - The Form 20-F contains forward-looking statements regarding Maxeon's future performance, strategy, and financial condition, identifiable by terms such as "may," "expects," "anticipates," and "plans"[26] - These statements are based on current assumptions but involve substantial risks and uncertainties that could cause actual results to differ materially[27] - Key risks include liquidity challenges, substantial indebtedness, supply chain disruptions, intense competition, product pricing trends, regulatory changes (tariffs, incentives), and geopolitical conflicts[26][27][29] PART I Item 1. Identity Of Directors, Senior Management And Advisors This item states that information regarding the identity of directors, senior management, and advisors is "Not Applicable" for this specific section - Information for Directors, Senior Management, and Advisors is marked as "Not Applicable" for this item[33][34][35] Item 2. Offer Statistics And Expected Timetable This item indicates that information regarding offer statistics and expected timetable is "Not Applicable" - Information for Offer Statistics and Expected Timetable is marked as "Not Applicable" for this item[36] Item 3. Key Information This item introduces key information and a detailed discussion of risk factors that could materially and adversely affect the company's business - This section covers key information, including reserved sections, capitalization and indebtedness, and reasons for the offer and use of proceeds, all marked "Not Applicable" for specific sub-items[37][38] - It emphasizes that investors should carefully consider the risks described, as they could materially and adversely affect the business, financial condition, results of operations, and share price[39] 3.D. Risk Factors This section details numerous risks facing Maxeon, categorized into business, liquidity, supply chain, operations, IP, cybersecurity, and regional risks - General Business Risks: Failure to reduce costs or introduce new products, increased global supply leading to price pressure, adverse global economic conditions, competition from other energy sources, and changes in international trade policies/tariffs[41][52][57][58][61][62] - Liquidity Risks: Substantial doubt about the company's ability to continue as a going concern, negative impact on cash flows from lower revenue and increased competition, inability to obtain external financing for capital expenditures, and substantial indebtedness[43][84][86][88][93] - Supply Chain Risks: Dependence on a limited number of third-party suppliers, increases in raw material costs, and potential disruptions from natural disasters or geopolitical events[44][106][109] - Operational Risks: Adverse global economic conditions, changes in trade policies/tariffs, unexpected warranty claims, seasonal trends, geopolitical instability, and reliance on HSPV for Performance line panels[47][58][62][77][82][83][145] - Intellectual Property & Cybersecurity Risks: Potential intellectual property infringement claims, difficulty in obtaining sufficient patent protection, and vulnerability to cybersecurity breaches[49][150][151][157][160][165] - Share Ownership Risks: Significant ownership by TotalEnergies and TZE potentially affecting liquidity and value, future dilution from additional share issuances, and volatility in share price[50][173][174][175][187] - Risks Related to Doing Business in China: Uncertainties in the PRC legal system, potential government intervention in HSPV's operations, and impact of changes in political/economic policies[209][212][215] - Risks Related to Being a Singapore Company: Difficulty enforcing U.S judgments in Singapore, greater difficulty for shareholders in protecting interests compared to U.S corporations, and Singapore corporate law potentially impeding takeovers[220][223][224] Item 4. Information On The Company This item provides an overview of Maxeon, including its history, business operations, organizational structure, and property, plants, and equipment 4.A. History And Development Of The Company Maxeon became an independent public company in 2020 and has since engaged in significant financing, acquisitions, and strategic restructuring - Maxeon was incorporated in Singapore on October 11, 2019, and became an independent public company on August 26, 2020, trading on NASDAQ under "MAXN" after a spin-off from SunPower[229] - In May 2023, Maxeon completed a public offering and a private placement with TZE SG, raising approximately $193.5 million in net proceeds[231][232] - On October 6, 2023, Maxeon acquired certain assets from Complete Solaria, Inc (CSLR), issuing 1,100,000 ordinary shares[233][237] - The SunPower Settlement Agreement was entered into on November 13, 2023, amending product orders and deliveries under the 2022/2023 Supply Agreement and terminating the 2024/2025 Supply Agreement[234] - Capital expenditures were $67.5 million in fiscal year 2023, primarily for converting Maxeon 3 capacity to Maxeon 7 technology in the Philippines and expanding Performance line production in Malaysia and Mexico[235][236] - Maxeon plans to deploy a multi-GW factory in the United States, contingent on securing necessary funding[236] - On April 26, 2024, Maxeon divested its minority interest (16.27%) in HSPV to TZE and entered into new supply and IP licensing agreements with HSPV and TZE affiliates[238] 4.B. Business Overview Maxeon is a leading global manufacturer of premium solar technology, focusing on high-efficiency products and strategic market expansion - Maxeon is a leading global manufacturer and marketer of premium solar power technology, with manufacturing in Malaysia, Philippines, and Mexico, and sales in over 100 countries[240] - The global solar market reached almost 1,600 GW installed capacity in 2023, growing at a 31% CAGR since 2009, with solar power having one of the lowest LCOE[241][242] - Maxeon's primary products are the Maxeon line (IBC solar cells/panels, highest efficiency, residential/small commercial) and the Performance line (shingled solar cells/panels, high-value, cost-effective, large-scale commercial/utility and DG markets)[245] FY2023 Revenue Distribution | Category | Percentage of Revenue | | :--- | :--- | | United States | 57.4% | | EMEA | 34.3% | | Asia Pacific | 7.5% | | Other Markets | 0.8% | | Maxeon Line | 37.9% | | Performance Line | 62.1% | | DG Applications | 63.0% | | Power Plant Applications | 37.0% | - Strategic priorities include commercializing Maxeon 7 technology, enhancing access to low-cost Asian supply chains, addressing the U.S solar market with Performance Line, expanding U.S manufacturing, leveraging DG channels, and adding "Beyond the Panel" offerings (e.g., SunPower One, SunPower Reserve, SunPower Drive)[254][255][259][272] - Maxeon panels offer industry-leading efficiency, lowest degradation rate (0.2% per year), and a 40-year warranty for certain Maxeon line modules, providing approximately 20% more energy over 25 years compared to conventional panels[261][271] - Performance line panels utilize proprietary manufacturing processes to deliver higher reliability and efficiency than conventional panels, with over 25 GW deployed globally[266][268] - Maxeon has invested approximately $639 million in R&D since 2007, resulting in over 1,600 patents protecting its technology[252][288] - The company's manufacturing facilities are located in Malaysia, Mexico, and the Philippines, with plans to deploy a multi-GW factory in the United States[278][281] - Maxeon sources raw materials and components from a limited number of third-party suppliers, with TZE HK being a primary wafer supplier for Performance line modules[282][285] - The solar market is highly competitive, with Maxeon competing on factors such as total system price, LCOE, CCOE, efficiency, energy yield, reliability, and warranty protection[290][293] - Government policies and incentives (e.g., feed-in tariffs, tax credits, renewable portfolio standards, Inflation Reduction Act) significantly influence the solar market and demand[295][296] - Maxeon integrates ESG values into its business strategy, recognized among Corporate Knights Top 100 Most Sustainable Corporations 2023, with Cradle to Cradle Certified™ panels and efforts in environmental, social, and governance areas[307][309][311] 4.C. Organizational Structure Maxeon is a standalone company headquartered in Singapore with significant subsidiaries in key operational regions - Maxeon is a separate, standalone company, independent of SunPower, with its corporate headquarters in Singapore[300][302] Significant Subsidiaries (as of December 31, 2023) | Name | Country of Incorporation | % of Equity Interest | | :--- | :--- | :--- | | Maxeon Solar Pte Ltd | Singapore | 100 | | SunPower Malaysia Manufacturing Sdn Bhd | Malaysia | 100 | | SunPower Systems Sarl | Switzerland | 100 | | Maxeon Americas, Inc | United States | 100 | | SunPower Philippines Manufacturing Ltd | Cayman Islands | 100 | 4.D. Property, Plants And Equipment Maxeon operates major manufacturing facilities globally and is expanding its U.S footprint while maintaining a strong commitment to ESG principles - Maxeon operates solar cell manufacturing facilities in Malaysia and the Philippines, and solar module assembly facilities in Mexico[278] Major Facilities (as of December 31, 2023) | Location | Size of Site (in sq ft) | Held | Lease Term | Major Activity | | :--- | :--- | :--- | :--- | :--- | | France | 27,000 | Owned | NA | Global support office | | Malaysia | 883,000 | Owned | NA | Solar cell manufacturing and module assembly facility | | Mexico | 186,000 | Leased | 2027 | Solar module assembly facility | | Mexico | 320,000 | Leased | 2026 | Solar module assembly facility | | Mexico | 124,000 | Leased | 2027 | Storage facility | | Philippines | 641,000 | Owned | NA | Former solar cell manufacturing facility | | Philippines | 118,000 | Owned | NA | Former solar module assembly facility | | Philippines | 163,000 | Leased | 2024 | Solar cell manufacturing support and storage facility | | Philippines | 389,000 | Owned | NA | Solar cell manufacturing facility | | Philippines | 65,000 | Owned | NA | Global support offices | | Singapore | 37,000 | Leased | 2025 | Global support offices and R&D facility | | Singapore | 8,500 | Leased | 2029 | Global headquarters office | | United States | 60,500 | Leased | 2027 | Executive office and R&D facility | - The company acquired approximately 160 acres of land in Albuquerque, New Mexico, for a planned 3.5 GW solar cell and module manufacturing facility[305] - Maxeon integrates ESG into its business strategy, recognized among Corporate Knights Top 100 Most Sustainable Corporations 2023 and awarded the Singapore Apex Sustainability Award 2023[307] - Maxeon's SunPower Maxeon solar panels are Cradle to Cradle Certified™ (Silver for Maxeon 3, 5, 6; Bronze for P-Series P6), demonstrating sustainability in material health, reutilization, renewable energy, water stewardship, and social fairness[309] - The energy payback time (EPBT) for Maxeon solar panels is less than a year, indicating that energy produced over their lifetime far exceeds the energy required for production[310] - Environmental efforts include managing carbon footprint through supplier sustainability guidelines (e.g., STACS ESGpedia for monitoring) and promoting a circular economy with LEED-certified facilities[311] - Social initiatives focus on employee safety (zero work-related fatalities, TRIR of 0.40 in 2023), fair labor practices, human rights (Global Human Rights Policy, Conflicts Minerals Policy, Modern Slavery Statement), community support (Maxeon Gives program), and diversity/inclusion[311][313][314][315] - Governance includes a robust structure with policies like Global Anti-Corruption, Insider Trading, Whistleblower, and a Code of Ethics, overseen by the Nominating and Corporate Governance Committee[316][317] - All manufacturing plants and R&D facilities are certified to internationally recognized standards (ISO 9001:2015, ISO45001:2018, ISO14001:2015)[318] - Maxeon commits to transparent ESG reporting, publishing an annual Sustainability Report aligned with GRI, SASB, SGX, and UN SDGs, and began TCFD reporting in 2022[322] Item 4A. Unresolved Staff Comments This item states that there are no unresolved staff comments - Unresolved Staff Comments section is marked as "Not Applicable"[323] Item 5. Operating And Financial Review And Prospects This item provides a detailed analysis of Maxeon's financial condition and results, highlighting market impacts and accounting policies - The section provides a discussion of financial condition and results of operations, to be read with "Item 4.B Business Overview" and consolidated financial statements[324] - It contains forward-looking statements subject to risks outlined in "Risk Factors"[324] - Revenue is recognized from solar panel and component sales to resellers and end customers, generally upon shipment or delivery, with no rights of return or significant post-shipment obligations[326] 5.A. Operating Results Maxeon's revenue grew in FY2023, but significant restructuring charges contributed to a net loss comparable to the prior year Selected Consolidated Statements of Operations Data (in thousands) | Metric | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | | :--- | :--- | :--- | | Revenue | $1,123,110 | $1,060,113 | | Cost of revenue | $1,044,995 | $1,108,061 | | Gross profit (loss) | $78,115 | $(47,948) | | Operating expenses | $297,320 | $152,346 | | Operating loss | $(219,205) | $(200,294) | | Other expense, net | $(54,321) | $(25,589) | | Loss before income taxes and equity in losses of unconsolidated investees | $(273,526) | $(225,883) | | Benefits from (provision for) income taxes | $626 | $(32,191) | | Equity in losses of unconsolidated investees | $(2,811) | $(9,072) | | Net loss | $(275,711) | $(267,146) | | Net loss attributable to the stockholders | $(275,829) | $(267,424) | - Revenue increased by $63.0 million (5.9%) in FY2023 compared to FY2022, primarily due to higher utility-scale business sales in the United States, partially offset by lower sales to SunPower and decreased demand in the global DG markets, particularly in Europe[376] - Sales to SunPower decreased from $283.3 million (26.7% of total revenue) in FY2022 to $206.0 million (18.3% of total revenue) in FY2023[376] - Cost of revenue decreased by $63.1 million (5.7%) in FY2023 compared to FY2022, driven by lower container rates, logistics cost reductions, an $11.9 million warranty benefit, and lower polysilicon-related losses, partially offset by higher shipments and $24.3 million in inventory impairment from the September 2023 Restructuring Plan[377] Revenue by Geography (in thousands) | Geography | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | Change (YoY) | | :--- | :--- | :--- | :--- | | United States | $645,112 | $427,111 | 51.0% | | Italy | $139,506 | $126,195 | 10.5% | | Rest of world | $338,492 | $506,807 | -33.2% | | Total | $1,123,110 | $1,060,113 | 5.9% | Operating Expenses (in thousands) | Expense Category | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | Change (YoY) | | :--- | :--- | :--- | :--- | | Research and development | $45,703 | $49,682 | -8.0% | | Sales, general and administrative | $126,167 | $100,546 | 25.5% | | Restructuring charges | $125,450 | $2,118 | 5823.0% | | Total Operating Expenses | $297,320 | $152,346 | 95.2% | - Restructuring expense for fiscal year 2023 was $125.5 million, primarily related to the September 2023 Restructuring Plan, which included long-lived asset write-downs, contract termination charges, and severance-related payments[385] Other Expense, Net (in thousands) | Category | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | | :--- | :--- | :--- | | Interest expense | $(42,438) | $(30,343) | | Interest income | $9,387 | $2,531 | | Other, net | $(21,270) | $2,223 | | Total | $(54,321) | $(25,589) | - Other, net in FY2023 primarily comprised an $18.4 million loss on the remeasurement of the Prepaid Forward associated with Green Convertible Notes and a $2.7 million loss on derivative instruments[389] - Income tax credit of $0.6 million in FY2023 was primarily due to the reversal of deferred tax expenses from the reinstatement of a tax incentive in Malaysia, offset by tax expenses in profitable jurisdictions[391] - Adjusted EBITDA was $3.7 million in FY2023, a significant improvement from $(108.6) million in FY2022[403] - Critical accounting estimates include inventory valuation, long-lived asset impairment, product warranties, income taxes, and variable interest entities, all requiring significant judgment and subject to market and economic conditions[347][351][352][354][357][359] 5.B. Liquidity And Capital Resources Maxeon faces significant liquidity challenges and substantial doubt about its ability to continue as a going concern, relying on new financing - Unrestricted cash and cash equivalents decreased from $227.4 million as of January 1, 2023, to $190.2 million as of December 31, 2023, further deteriorating to $98.0 million by March 31, 2024[405][421] - Maxeon faces substantial doubt about its ability to continue as a going concern due to recurring losses, market oversupply, intense competition, lower demand, and cancellation/deferral of off-take commitments[421] - TZE, the largest shareholder, has committed up to $197.5 million in long-term debt, equity-linked, and/or equity financing, subject to conditions and regulatory approvals, to alleviate going concern doubt[422] Summary of Cash Flows (in thousands) | Activity | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(254,296) | $3,437 | | Net cash provided by (used in) investing activities | $13,926 | $(139,301) | | Net cash provided by financing activities | $167,951 | $211,474 | - Net cash used in operating activities increased significantly to $(254.3) million in FY2023 from $3.4 million provided in FY2022, driven by net loss and an unfavorable $171.6 million change in working capital[408][411] - Total outstanding debt was $433.6 million as of December 31, 2023[417] - Expected capital expenditures for FY2024 range from $70 million to $100 million, primarily for Maxeon 7 technology conversion and Performance line product manufacturing[418] - Maxeon is exposed to foreign currency exchange rate risks, primarily related to Euro-denominated sales (34% of FY2023 revenue), and uses hedging strategies to mitigate this exposure[430][432] - The company is exposed to interest rate risk, as rising rates could make customer financing more difficult, reduce demand for solar products, and increase borrowing costs[437][438] 5.C. Research and Development, Patents and Licenses, Etc. Maxeon's R&D spending focuses on improving solar cell efficiency and panel performance amid a challenging regulatory and trade environment Research and Development Spending (in millions) | Fiscal Year | Amount | | :--- | :--- | | 2023 | $45.7 million | | 2022 | $49.7 million | - R&D efforts are focused on improving solar cell efficiency, solar panel performance, developing new techniques, and reducing manufacturing cost and complexity[276] - Government regulations and policies, including trade and technology transfer restrictions, can make developing or marketing new technologies expensive or uncertain[443] 5.D. Trend Information This section refers to other parts of the report for detailed trend information - For detailed trend information, refer to "Item 5.A Operating Results—Trends and Uncertainties" and "Item 4.B Business Overview—Our Markets"[444] 5.E. Critical Accounting Estimates This section refers to another part of the report for information on critical accounting estimates - For critical accounting estimates information, refer to "Item 5.A Operating Results—Critical Accounting Policies and Significant Estimates"[445] Item 6. Directors, Senior Management And Employees This item details the composition of Maxeon's Board and senior management, their compensation, board practices, and employee statistics - The Board of Directors consists of 10 directors, including two TotalEnergies designees, three TZE designees, four independent directors, and the CEO[446][479] - Senior management includes the Chief Executive Officer, Chief Financial Officer, Chief Legal & Sustainability Officer, Chief Strategy Officer, Chief Human Resources Officer, Chief Product Officer, Chief Technology Officer, and Chief Commercial Officer[460][461] 6.A. Directors And Senior Management Maxeon's leadership comprises a 10-member board with shareholder designees and independent directors, alongside an experienced senior management team Board of Directors (as of May 21, 2024) | Director Name | Age | Appointment Date | | :--- | :-- | :--- | | William Mulligan (CEO) | 64 | Jan 23, 2023 | | Kris Sennesael (Independent) | 55 | June 7, 2022 | | Donald Colvin (Independent, Chairman) | 71 | Aug 13, 2020 | | Steve Leonard (Independent) | 62 | June 7, 2021 | | David Li (Independent) | 52 | Sep 15, 2023 | | Nikita Taldykin (TotalEnergies designee) | 44 | Oct 25, 2021 | | Alban d'Hautefeuille (TotalEnergies designee) | 51 | Nov 16, 2023 | | Shen Haoping (TZE designee) | 61 | May 9, 2023 | | Xu Luo Luo (TZE designee) | 41 | Jan 18, 2023 | | Sean Wang (TZE designee) | 60 | Oct 17, 2022 | - Key independent directors chair the Audit Committee (Kris Sennesael), Compensation Committee (Donald Colvin), and Nominating and Corporate Governance Committee (Steve Leonard)[449][450][452][483][486][488] Senior Management (as of May 30, 2024) | Name | Age | Title | Appointment Date | | :--- | :-- | :--- | :--- | | Kai Strohbecke | 53 | Chief Financial Officer | Mar 15, 2021 | | Lindsey Roon Wiedmann | 46 | Chief Legal & Sustainability Officer | Aug 21, 2020 | | Peter Aschenbrenner | 68 | Chief Strategy Officer | Aug 21, 2020 | | Tiffany See | 48 | Chief Human Resources Officer | Aug 21, 2020 | | Ralf Elias | 53 | Chief Product Officer | July 1, 2021 | | Matt Dawson | 46 | Chief Technology Officer | Mar 15, 2023 | | Vikas Desai | 55 | Chief Commercial Officer | April 1, 2024 | 6.B. Compensation Maxeon's compensation program for directors and executives combines cash fees and equity awards with stock ownership guidelines Non-Employee Director Annual Fees (Effective Jan 1, 2024) | Board Role | Fees Paid in Cash | Fees Paid in Equity (USD) | | :--- | :--- | :--- | | Board Chairman | $115,000 | $200,000 | | Board Member | $72,000 | $200,000 | | Audit Committee Chairman | $23,000 | | | Audit Committee Member | $13,000 | | | Compensation Committee Chairman | $16,000 | | | Compensation Committee Member | $8,000 | | | Nominating & Corporate Governance Committee Chairman | $15,000 | | | Nominating & Corporate Governance Committee Member | $6,000 | | - Non-employee directors are subject to stock ownership guidelines requiring them to hold Maxeon shares equal to or greater than 3x their annual cash retainer fees within five years[473] - Executive officer compensation includes a Corporate Bonus Plan (cash), time-based RSUs (generally 3-year vesting), performance-based PSUs (generally 2-year vesting), and a Transformation Performance Share Unit Plan (PSUs vesting over one or two years based on targets)[474] - Executive officers are subject to stock ownership guidelines: CEO must hold 3x annual base salary, and other Executive Officers 1x annual base salary, within five years[475] - For fiscal year 2023, approximately $6.7 million in compensation and 671,918 RSUs and 1,299,676 PSUs were granted to Executive Officers[476] 6.C. Board Practices Maxeon's board structure includes shareholder designees and independent directors, with governance practices aligned with Singapore law and a commitment to diversity - The Maxeon Board consists of 10 directors, including two TotalEnergies designees, three TZE designees, four independent directors, and the Chief Executive Officer[479] - The Audit Committee is composed entirely of independent directors (Messrs Sennesael (Chair), Leonard, Colvin, and Li)[483] - Maxeon follows Singapore home country corporate governance requirements, which differ from NASDAQ rules on board majority independence, quorum for shareholder meetings, and independence of Compensation and Nominating committees[500] - The company is committed to board diversity, considering experience, skills, age, tenure, gender, ethnic, and social background for candidates[493][494] Board Diversity Matrix (As of May 21, 2024) | Category | Value | | :--- | :--- | | Total Number of Directors | 10 | | Female Directors | 0 | | Male Directors | 10 | | Non-Binary Directors | 0 | | Underrepresented Individual in Home Country Jurisdiction | 0 | | LGBTQ+ | 0 | - The Board's composition does not currently meet NASDAQ's diversity objective, but the Nominating & Corporate Governance Committee is committed to increasing representation of underrepresented individuals and female representation[498] 6.D. Employees Maxeon's global workforce decreased in FY2023, primarily due to a reduction in production staff, while maintaining good employee relations Full-time Equivalent Employees by Main Category of Activity | Category | As of Dec 31, 2023 | As of Jan 1, 2023 | As of Jan 2, 2022 | | :--- | :--- | :--- | :--- | | Marketing & Sales | 177 | 131 | 96 | | Production & Supply | 3,292 | 4,788 | 3,788 | | Research & Development | 176 | 197 | 112 | | General & Administrative | 243 | 228 | 206 | | Total | 3,888 | 5,344 | 4,202 | Full-time Equivalent Employees by Geography | Geography | As of Dec 31, 2023 | As of Jan 1, 2023 | As of Jan 2, 2022 | | :--- | :--- | :--- | :--- | | Australia | 28 | 28 | 22 | | China | 43 | 45 | 40 | | Europe | 134 | 111 | 127 | | India | 1 | — | — | | Japan | 9 | 10 | 8 | | Malaysia | 852 | 1,773 | 1,408 | | Mexico | 1,626 | 2,068 | 1,397 | | Philippines | 918 | 1,081 | 1,105 | | Singapore | 112 | 97 | 74 | | South Africa | 8 | 10 | 10 | | United Kingdom | 5 | 6 | 3 | | United States | 152 | 115 | 8 | | Total | 3,888 | 5,344 | 4,202 | - The total number of full-time equivalent employees decreased by 1,456 (27.3%) from FY2022 to FY2023, primarily due to reductions in Production & Supply staff[505] - Maxeon's employees are generally not represented by labor unions, and the company has not experienced a work stoppage[506] 6.E. Share Ownership This section details the share ownership of Maxeon's directors and executive officers, with no individual holding 1% or more - As of May 17, 2024, based on 54,876,005 outstanding shares, no individual director or executive officer beneficially owns 1% or more of Maxeon's shares[507][509] Maxeon Shares Owned by Directors and Executive Officers (as of May 17, 2024) | Holder | Maxeon Shares | Percentage Ownership | | :--- | :--- | :--- | | William Mulligan | 87,717 | * | | Donald Colvin | 60,920 | * | | Steve Leonard | 63,431 | * | | Kris Sennesael | 42,398 | * | | Alban d'Hautefeuille | — | * | | David Li | 39,963 | * | | Nikita Taldykin | — | * | | Sean Wang | — | * | | Shen Haoping | — | * | | Xu Luo Luo | — | * | | Kai Strohbecke | 44,659 | * | | Lindsey Roon Wiedmann | 48,477 | * | | Peter Claus Aschenbrenner | 65,663 | * | | Tiffany See | 56,996 | * | | Ralf Elias | 22,039 | * | | Matt Dawson | 10,045 | * | | Vikas Desai | 300 | * | *Less than 1% - Directors designated by TotalEnergies and TZE (Alban d'Hautefeuille, Nikita Taldykin, Sean Wang, Shen Haoping, Xu Luo Luo) disclaim beneficial ownership of shares held by their respective parent companies[510] Item 7. Major Shareholders And Related Party Transactions This item outlines the ownership of major shareholders and details significant transactions with related parties like SunPower, TZE, and TotalEnergies - This section outlines the beneficial ownership of Maxeon's major shareholders (5% or more) and details significant related party transactions with SunPower, TZE, and TotalEnergies[514][524] 7.A. Major Shareholders Maxeon's ownership is concentrated among a few major shareholders, with TZE SG and TotalEnergies SE holding significant stakes Major Shareholders (as of May 21, 2024) | Holder | Maxeon Shares | Percentage Ownership | | :--- | :--- | :--- | | TotalEnergies SE | 8,000,931 | 14.6% | | Zhonghuan Singapore Investment and Development Pte Ltd ("TZE SG") | 12,285,692 | 22.4% | | BlackRock, Inc | 5,401,371 | 10.2% | | The Goldman Sachs Group, Inc and Goldman Sachs & Co LLC | 2,702,844 | 5.1% | - No shareholder has different voting rights from other shareholders[512][522] - As of May 21, 2024, no more than 48.6% of Maxeon's outstanding shares are held of record by residents of the United States[516] 7.B. Related Party Transactions Maxeon engages in significant transactions with related parties, including supply, financing, and intellectual property agreements - Sales to SunPower: $206.0 million in FY2023, $283.3 million in FY2022, and $225.9 million in FY2021[815] - The 2022/2023 Supply Agreement and 2024/2025 Supply Agreement with SunPower were terminated via the SunPower Settlement Agreement in November 2023, releasing Maxeon from exclusivity and non-circumvention obligations[820][821] - In April 2024, Maxeon divested its 16.27% minority interest in HSPV (a joint venture with TZE) to TZE[993] - Concurrently with the HSPV divestiture, Maxeon entered a New IP License Agreement with TZE SG for Performance line solar modules and a 2024 HSPV Master Supply Agreement for exclusive supply of rooftop-size Performance line DG Products from HSPV[994][995] - Financing transactions with TZE include the 2023 TZE Private Placement ($42.0 million) and the issuance of $207.0 million in 7.50% Convertible First Lien Senior Secured Notes due 2027 (2027 Notes) to TZE SG[839][841] - Maxeon has a Silicon Wafer Master Supply Agreement with TZE HK, which is expected to be its primary wafer supplier for Performance line modules[842] Payments for Silicon Wafer Purchases from TZE Affiliates (in thousands) | Fiscal Year | Amount | | :--- | :--- | | 2023 | $121,770 | | 2022 | $87,228 | | 2021 | $10,392 | - Maxeon has a Solarization Agreement with TotalEnergies (from 2016) for Maxeon 2 and Performance line panels, with a $88.5 million prepayment; Maxeon is repaying a $24.3 million refund liability in installments through 2025[825][826] - An order request from Danish Fields Solar LLC (TotalEnergies subsidiary) for Performance line modules, with a $57.1 million prepayment, resulted in $7.6 million in liquidated damages for delivery delays in FY2023[540][541][156] - A Solar Power Purchase Agreement (PPA) with TotalEnergies Renewables Malaysia for SPMY's rooftop PV system is currently under renegotiation[542][829] 7.C. Interests Of Experts And Counsel This item states that information regarding the interests of experts and counsel is "Not Applicable" - Interests of Experts and Counsel section is marked as "Not Applicable"[544] Item 8. Financial Information This item directs to the full financial statements and covers export sales, legal proceedings, and dividend policy 8.A. Consolidated Statements And Other Financial Information This section refers to the full financial statements and discusses export sales, legal matters, and the company's dividend policy - Consolidated financial statements are included in "Item 18 Financial Statements"[545] - Export sales constituted 100% of total sales in FY2023, 99% in FY2022, and 100% in FY2021[545] - Maxeon is a party to various litigation matters, with unpredictable outcomes, but expects no material adverse effect due to indemnification by SunPower for certain claims[546][547] - Maxeon has no current plans to pay annual or semi-annual cash dividends, intending to retain earnings to finance business development[549][105] 8.B. Significant Changes This section refers to other parts of the report for discussions of significant business changes - For significant changes in the business, refer to "Item 4.A History and Development of the Company," "Item 4.B Business Overview," and "Item 5.A Operating Results—Results of Operations"[550] Item 9. The Offer And Listing This item confirms Maxeon's NASDAQ listing and notes that other offer-related details are not applicable 9.A. Offer And Listing Details Maxeon's ordinary shares are listed on NASDAQ under the symbol "MAXN" - Ordinary shares are listed on NASDAQ under the symbol "MAXN"[550] 9.B. Plan Of Distribution This item states that information regarding the plan of distribution is "Not Applicable" - Plan of Distribution section is marked as "Not Applicable"[551] 9.C. Markets Maxeon's ordinary shares are listed on NASDAQ under the symbol "MAXN," with specific ISIN and CUSIP codes - Ordinary shares are listed on NASDAQ under "MAXN," with ISIN code SGXZ25336314 and CUSIP code Y58473102[552] 9.D. Selling Shareholders This item states that information regarding selling shareholders is "Not Applicable" - Selling Shareholders section is marked as "Not Applicable"[553] 9.E. Dilution This item states that information regarding dilution is "Not Applicable" - Dilution section is marked as "Not Applicable"[554] 9.F. Expenses Of The Issue This item states that information regarding expenses of the issue is "Not Applicable" - Expenses of the Issue section is marked as "Not Applicable"[555] Item 10. Additional Information This item provides additional details on Maxeon's corporate structure, contracts, and regulatory environment 10.A. Share Capital This item states that information regarding share capital is "Not Applicable" - Share Capital section is marked as "Not Applicable"[556] 10.B. Constitution Maxeon's Constitution, governed by Singapore law, outlines shareholder rights, meeting procedures, and dividend policies - Issuance of new shares requires prior shareholder approval in a general meeting, with approval lapsing at the earlier of the next annual general meeting or six months after the financial year-end[557][558] - Maxeon may issue different classes of shares, including preference shares with specific rights, subject to constitutional provisions and special resolution approval; redemption of preference shares from capital requires a solvency statement and ACRA lodgment[560][561] - Persons registered in the register of members are recognized as shareholders; NASDAQ-listed shares held through DTC mean DTC or its nominee is the registered shareholder[562][563] - Shares are freely transferable, fully paid, and not subject to further capital calls, subject to applicable securities laws and board registration requirements[565] - Annual general meetings must be held within six months after the financial year-end; general meetings require 14 days' notice for ordinary resolutions and 21 days' notice for special resolutions[568] - Voting at shareholder meetings is by show of hands (one vote per shareholder) or by poll (one vote per share); the chairman has a casting vote in case of a tie[570][572] - Maxeon has no current plans to pay annual or semi-annual cash dividends; any dividends are subject to Singapore law (out of profits) and available distributable reserves[573][574] - The Singapore Take-overs Code regulates acquisitions of voting rights, but a waiver is currently in effect for Maxeon as long as it is not listed on a Singapore securities exchange, with exceptions for certain tender offers[578][583] - Singapore Companies Act voids provisions exempting officers from liability for negligence or breach of duty but allows for insurance and indemnification against third-party liabilities (with specific exceptions)[586][589] 10.C. Material Contracts This section refers to other parts of the report for information on material contracts - For information concerning material contracts, refer to "Item 4 Information On The Company," "Item 5 Operating And Financial Review And Prospects," and "Item 7.B Related Party Transactions"[592] 10.D. Exchange Controls This item states that there are currently no exchange control restrictions in Singapore - There are currently no exchange control restrictions in effect in Singapore[593] 10.E. Taxation This section summarizes U.S and Singapore tax considerations for owning Maxeon shares, including dividend treatment and PFIC status - Maxeon expects to be classified as a non-U.S corporation for U.S federal income tax purposes, but Section 7874 of the Code could potentially treat it as a U.S corporation under certain circumstances[623] - Dividends to U.S Holders are generally includible in income as dividends, potentially qualifying for a reduced tax rate if Maxeon is a "qualified foreign corporation" (e.g., shares readily tradable on NASDAQ)[605][606] - Gain or loss on the sale or other taxable disposition of Maxeon shares is generally long-term capital gain or loss if held for more than one year[610] - Maxeon does not believe it was a Passive Foreign Investment Company (PFIC) for FY2023 and does not anticipate being one in the foreseeable future, but PFIC status is an annual determination; if classified as a PFIC, U.S Holders could face adverse tax consequences unless a mark-to-market election is made[612][613][615] - Singapore does not impose withholding tax on dividend distributions; under the one-tier corporate tax system, dividends paid by a Singapore tax resident company are tax-exempt in the hands of a shareholder[628] - Under current Singapore tax laws, there is no tax on capital gains, but gains of an income nature are subject to the prevailing corporate income tax rate of 17.0%; a temporary safe harbor rule may exempt gains from disposal of ordinary shares if certain conditions are met[630][631] - Issuance and transfer of Maxeon shares in Singapore are exempt from Goods and Services Tax (GST) or zero-rated; stamp duty is payable on transfer instruments at 0.2% if executed in Singapore or received there[632][633] - There is no comprehensive avoidance of double taxation agreement between the United States and Singapore[637] 10.F. Dividends And Paying Agents This item states that information regarding dividends and paying agents is "Not Applicable" - Dividends and Paying Agents section is marked as "Not Applicable"[638] 10.G. Statement By Experts This item states that information regarding statements by experts is "Not Applicable" - Statement by Experts section is marked as "Not Applicable"[639] 10.H. Documents On Display Maxeon files reports with the SEC as a foreign private issuer and will furnish annual reports with audited GAAP financial statements - Maxeon is subject to the periodic reporting and other informational requirements of the Exchange Act and files reports with the SEC through the EDGAR system[640] - As a foreign private issuer, Maxeon is exempt from certain Exchange Act provisions applicable to U.S domestic public companies, such as quarterly reports on Form 10-Q and proxy statements[640] - Maxeon will furnish its shareholders with annual reports, including audited consolidated financial statements prepared in conformity with GAAP[641] 10.I. Subsidiary Information This item states that information regarding subsidiary information is "Not Applicable" - Subsidiary Information section is marked as "Not Applicable"[642] 10.J. Annual Report To Security Holders This item states that information regarding the annual report to security holders is "Not Applicable" - Annual Report to Security Holders section is marked as "Not Applicable"[643] Item 11. Quantitative And Qualitative Disclosures About Market Risk This item refers to other sections for information on market risks and how they are managed - For information about the effects of currency and interest rate fluctuations and how Maxeon manages currency and interest risk, refer to "Item 5.B Liquidity And Capital Resources" and "Note 12 Derivative Financial Instruments"[644] Item 12. Description Of Securities Other Than Equity Securities This item states that information regarding non-equity securities is "Not Applicable" 12.A. Debt Securities This item states that information regarding debt securities is "Not Applicable" - Debt Securities section is marked as "Not Applicable"[646] 12.B. Warrants And Rights This item states that information regarding warrants and rights is "Not Applicable" - Warrants and Rights section is marked as "Not Applicable"[647] 12.C. Other Securities This item states that information regarding other securities is "Not Applicable" - Other Securities section is marked as "Not Applicable"[648] 12.D. American Depositary Shares This item states that information regarding American Depositary Shares is "Not Applicable" - American Depositary Shares section is marked as "Not Applicable"[649] PART II Item 13. Defaults, Dividend Arrearages And Delinquencies This item states that information regarding defaults, dividend arrearages, and delinquencies is "Not Applicable" - Defaults, Dividend Arrearages and Delinquencies section is marked as "Not Applicable"[651] Item 14. Material Modifications To The Rights Of Security Holders And Use Of Proceeds This item states that information regarding material modifications to security holder rights and use of proceeds is "Not Applicable" - Material Modifications to the Rights of Security Holders and Use of Proceeds section is marked as "Not Applicable"[652] Item 15. Controls And Procedures Management concluded that its disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Maxeon maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports is recorded, processed, summarized, and reported timely[653] - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2023[654] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on the COSO (2013 framework) criteria[655][656] - Ernst & Young LLP, the independent registered public accounting firm, audited and expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[657] - There were no material changes in internal control over financial reporting during fiscal year 2023[659] Item 16. [Reserved] This item is reserved - Item 16 is marked as "[Reserved]"[660] Item 16A. Audit Committee And Financial Expert Maxeon's Board has determined that two members of its independent Audit Committee qualify as "audit committee financial experts" - Kris Sennesael and Donald Colvin qualify as "audit committee financial experts" as defined in Item 16A of Form 20-F[660] - Each member of the Audit Committee is an "independent director" as defined in the Nasdaq Listing Rules[660] Item 16B. Code Of Ethics Maxeon's Board has adopted a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees - Maxeon's Board has adopted a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees[661] - The code reinforces guiding principles to act with the highest level of integrity and ethical standards[661] - The code of business conduct and ethics is filed as Exhibit 11.1 to this Form 20-F[661] Item 16C. Principal Accountant Fees And Services This section details the fees billed by Ernst & Young LLP for audit and non-audit services in fiscal years 2023 and 2022 Aggregate Fees Billed by Ernst & Young LLP (in thousands) | Fee Type | Fiscal Year Ended Dec 31, 2023 | Fiscal Year Ended Jan 1, 2023 | | :--- | :--- | :--- | | Audit fees | $2,944 | $1,740 | | Audit-related fees | $329 | $381 | | Tax fees | $116 | $32 | | Others | $227 | $368 | | Total | $3,616 | $2,521 | - Audit fees increased by $1.204 million (69.2%) from FY2022 to FY2023[663] - The Audit Committee's policy is to pre-approve all audit and non-audit services provided by Ernst & Young LLP[665] Item 16D. Exemptions From The Listing Standards For Audit Committees This item states that there are no exemptions from the listing standards for audit committees - Exemptions from the Listing Standards for Audit Committees section is marked as "Not Applicable"[666] Item 16E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers This item states that information regarding purchases of equity securities by the issuer and affiliated purchasers is "Not Applicable" - Purchases of Equity Securities by the Issuer and Affiliated Purchasers section is marked as "Not Applicable"[667] Item 16F. Change In Certifying Accountant This item states that there has been no change in certifying accountant - Change in Certifying Accountant section is marked as "Not Applicable"[668] Item 16G. Corporate Governance Maxeon follows certain home country corporate governance practices that differ from NASDAQ standards - Maxeon is subject to NASDAQ corporate governance standards but, as a foreign private issuer, follows certain home country corporate governance practices in Singapore[669] - Differences from NASDAQ listing rules are detailed in "Item 6.C Board Practices—Corporate Governance Differences"[669] Item 16H. Mine Safety Disclosure This item states that information regarding mine safety disclosure is "Not Applicable" - Mine Safety Disclosure section is marked as "Not Applicable"[670] Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item states that there is no disclosure regarding foreign jurisdictions that prevent inspections - Disclosure Regarding Foreign Jurisdictions That Prevent Inspections section is marked as "Not Applicable"[671] Item 16J. Insider Trading Policies This item states that information regarding insider trading policies is "Not Applicable" - Insider Trading Policies section is marked as "Not Applicable"[672] Item 16K. Cybersecurity Maxeon maintains a comprehensive cybersecurity framework overseen by the Board's Audit Committee and has experienced no material incidents - Maxeon has adopted a comprehensive cybersecurity risk management framework, aligned with standard industry frameworks such as NIST and ISO 27001[674][675] - The company conducts regular network and endpoint monitoring, vulnerability assessments, threat hunting, penetration testing, and tabletop exercises to identify and assess cybersecurity risks[677] - Incident response plans are developed and tested, outlining actions for detection, mitigation, recovery, and notification of cybersecurity incidents[678] - Maxeon implements processes to identify, monitor, and address material risks from cybersecurity threats associated with third-party service providers, including supply chain vendors[680] - No material cybersecurity incidents or expenses from such incidents occurred in the last three fiscal years[681] - The Board of Directors delegates cybersecurity risk oversight to the Audit Committee, which receives quarterly updates from the CIO on risk management, data security, and incident response[683] - A Cyber Committee, chaired by the CFO and including the CIO, CISO, and Chief Legal Officer, meets on an ad hoc basis to assess and manage cybersecurity incidents, including materiality and disclosure decisions[684][686] - The CIO has 36 years of IT experience, and the CISO has over 13 years as a CISO and more than 25 years of overall experience in the IT and cyber security industry[687] PART III Item 17. Financial Statements This item states that Maxeon has elected to provide financial statements pursuant to Item 18 - Maxeon has elected to provide financial statements pursuant to Item 18[689] Item 18. Financial Statements This item includes the consolidated financial statements of Maxeon, prepared under U.S GAAP, with an auditor's report noting going concern uncertainty - The consolidated financial statements of Maxeon are included, prepared in accordance with U.S GAAP[690][703] - Ernst & Young LLP issued an unqualified opinion on the financial statements but included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern[703][705] - The report also includes an unqualified opinion on the effectiveness of internal control over financial reporting as of December 31, 2023[704][716] - Critical audit matters identified include Warranty Valuation and Inventory Reserve Valuation due to high subjectivity and measurement uncertainty[709][713] Consolidated Balance Sheets (in thousands) | Asset/Liability Category | Dec 31, 2023 | Jan 1, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $190,169 | $227,442 | | Short-term securities | — | $76,000 | | Accounts receivable, net | $62,687 | $54,301 | | Inventories | $308,948 | $303,230 | | Prepaid expenses and other current assets | $55,812 | $129,108 | | Total current assets | $619,019 | $791,049 | | Property, plant and equipment, net | $280,025 | $380,468 | | Operating lease right of use assets | $22,824 | $17,844 | | Intangible assets, net | $3,352 | $291 | | Goodwill | $7,879 | — | | Deferred tax assets | — | $10,348 | | Other long-term assets | $68,910 | $60,418 | | Total assets | $1,002,009 | $1,260,418 | | Accounts payable | $153,020 | $247,870 | | Accrued liabilities | $113,456 | $135,157 | | Contract liabilities, current portion | $134,171 | $139,267 | | Short-term debt | $25,432 | $50,526 | | Operating lease liabilities, current portion | $5,857 | $3,412 | | Total current liabilities | $431,936 | $576,232 | | Long-term debt | $1,203 | $1,649 | | Contract liabilities, net of current portion | $113,564 | $161,678 | | Operating lease liabilities, net of current portion | $19,611 | $15,603 | | Convertible debt | $385,558 | $378,610 | | Deferred tax liabilities | $7,001 | $14,913 | | Other long-term liabilities | $38,494 | $63,663 | | Total liabilities | $997,367 | $1,212,348 | | Additional paid-in capital | $811,361 | $584,808 | | Accumulated deficit | $(796,092) | $(520,263) | | Accumulated other comprehensive loss | $(16,378) | $(22,108) | | Equity attributable to the Company | $(1,109) | $42,437 | | Noncontrolling interests | $5,751 | $5,633 | | Total equity | $4,642 | $48,070 | Consolidated Statements of Operations (in thousan