T.J. Rodgers
Hi, my name is T.J. Rodgers. I'm the CEO of Complete Solaria. And today, we're going to give you the second quarter report. I'm going to introduce the gentleman on the far side, during my pitch. This is Dan Foley, who's our new CFO, started today. Excuse me. This is the first quarterly report. Okay, getting into the quarterly report. This was the document we put out this morning. SunPower seeks court approval for its bankruptcy asset purchase agreement, APA naming Complete Solaria stalking horse. I typically try to write things in English, and simply so people can understand them. But this was rewritten by lawyers a couple of times, so now I'll translate it into English. SunPower is going through a Chapter 11 bankruptcy process. They are going to court. This is a U.S. bankruptcy court in Delaware, to seek the court's approval for an asset purchase agreement. So this is when companies combine in the sense that, one company buys assets of the other company. Naming Complete Solaria is a stalking horse. And what that means is SunPower chose, to have us be the bidder that comes in first. What we serve is we give a floor bid that they accept, and then that bid is later subject to an auction. So, we have an asset purchase agreement, which defines what we want and what we're going to pay for it and the rules. And that will be given to the court this week. That typically is not a large hurdle. They wouldn't present it, and do it unless they wanted to get it done. Okay, so I already said this. Let me talk about the stalking horse. So the stalking horse bid is a term from the 1800s. It is the stalking horse is something used to hide behind. It's like a dummy or a blind. And it is the name of the bid that is, allowed to launch the bidding process in a bankruptcy. The stalking horse motion is scheduled for the 29th coming up, and that's in bankruptcy, U.S. bankruptcy court in Delaware. And then the process is a well-defined legal process that will culminate, around the end of September 2024. And our bid is $45 million for "certain assets". So this is not about buying the company, buying everything in it, taking over groups of people. It's about certain assets that we want to bring, obviously, to Complete Solaria, because SunPower is one of the leaders and has been for years. In order to stabilize the SunPower business, they have some cash issues they're working on with some of their vendors. Complete Solaria's bid will also assume certain liabilities up to another $7.2 million. So you can look at the sum of those numbers is what we will potentially write checks for. We are currently making what I use the word attractive retention offers for SunPower people, who will come across to Complete Solaria in the event that we are chosen as the acquiring candidate, or not acquiring, but the candidate in the Chapter 11 process. We've made retention offers to them. That includes stock options. My philosophy is - we're in the middle of Silicon Valley right here, and people get stock, and that's why Silicon Valley is Silicon Valley. We're doing that with SunPower. The stock they're getting in their contingent offers is Complete Solaria, Complete Solar stock. It says the offers are contingent on executing the APA. The APA says that we're the stalking horse and we're going to merge. If the APA doesn't happen, for example, because somebody outbids us in the auction, then obviously those offer letters that come to work at our place will not be valid. Why SunPower? It turns out I have a long history with SunPower. I haven't been working with them since 2010, so that's 14 years absent. But I go back a long way with SunPower. This picture is about 2001. That guy right there is Dick Swanson. He's the founder of SunPower with one of his panels. This is the roof of Cypress Semiconductor Mile Company that I retired from in 2016. That's Silicon Valley back there. So, we're promoting SunPower panels. And this was one of the earliest solar installations in Silicon Valley. This is a pitch about me, and I took some slides out of it. And I talk about I invest in entrepreneurs, and in this case, ones who make all-black high-power panels. The pitch for SunPower at that time, and still, through their Maxeon co-company, their manufacturing is they make very high wattages, half-size panel, 95-watt panel, and the equivalent panel from, I think this was BP, British Petroleum. Okay. So that was the pitch, all-black, look good, high power. The company got in trouble. I couldn't get my company to invest in them, because we were headed to the 2001 crash, and I wrote a personal check for $750,000 way back when. I also had another guy working in the Cypress family of companies, a guy named Tom Werner, and I helped them with a new star CEO. Tom came in and ran the thing for over 20 years. Dick became CTO. I also, and by the way, I've - just made the comment here, Tom has gotten yanked out of retirement to fix SunPower from the recent financial trouble they got into after he left. This is a slide I used for another purpose, but that's Manny Hernandez. He was my CFO at Cypress. He wanted very badly to get into solar, and we arranged for him to go across as well. These are solar cells, so we, SunPower, made solar cells. This is at their plant in the Philippines, and we worked with them both at our plant in Texas, and built this plant in the Philippines for them with new automated equipment to make solar cells. Here you see a river of silicon, four cells wide, going through an automatic machine in the SunPower plant in Manila. SunPower got famous with one of the things that made it famous is this picture. So, this is an airplane. The curve of the wing has got solar cells on it ground down to 100 microns so that they can bend over the wing, and they run 14, two-horsepower electric motors. This is a NASA project that SunPower delivered the solar cells for, and they picked the highest energy they could get at the time, and that was SunPower. Interestingly enough, this airplane set a world record of 96,000 feet, which still is not broken. It took off - for airplanes that are conventionally powered, not rockets, conventionally powered propellers or jets, taking off and landing under their own power. That includes this airplane. I just wanted to make a point of how amazing this thing was. This airplane is, of course, the SR-71 Blackbird, our spy plane, Mach 3.3, and its maximum altitude, its record, if you look it up, is 85,069 feet. So they're now, in about six weeks, going to the Wall Street Journal talking about making artificial satellites, 100 times cheaper by using these stations. Now put batteries in them so they can run at night and stay up all the time. The check was written back just before this period of time. SunPower was controlled by Cypress during this time, but the employees had stock options in SunPower. This is revenue. They grew to $1.43 billion in 2008. We did an IPO for them in 2005. They weren't that big at that time. Then in 2008, we spun them out. I didn't want to do that, but my shareholders demanded that they get a SunPower. It was a jewel. They didn't care that much about Cypress, the scroungy little chip company, and they wanted their SunPower. So we spun them out. 40% of the shares we owned, they were 10-vote shares, and that was worth $2.6 billion. So our shareholders loved us, and SunPower became public. A couple years later, they were bought. They had control taken by purchasing 60% of their shares publicly, and they became a subsidiary, or a controlled company by TotalEnergies, the French oil company. I left in 2010, as I said earlier. Anyway, this is why I'm doing this partly, because I have a lot of nostalgia for this, and I personally worked on this in my career. When I got the call, are you interested, I said, of course I'm interested, and I've been working on it ever since. Okay, I divided that in half so I could insert those nostalgia slides in there. Continuing on with the headlines from the quarterly report, we had a terrible revenue quarter. We only did $4.5 million. That was due to a near total lack of working capital. We were shut down. I remember when we passed over the 200 jobs given back line, because we couldn't buy panels for it, and that drought lasted for the better part of two quarters and obviously clobbered our revenue. I'll talk a little bit about that later. So we had to raise money. We had to pay back the people we owed money. We negotiated, got a figure, and we went out and raised $46 million in July of 2024 with a convertible to venture, 12% convert at a 50% conversion premium, which was $1.68. So it's $1.68 convert pretty much at the strike price as we speak that pays 12% while you're waiting, standard five-year convert, Rule 144A, et cetera. We took that money and we got our working capital, so we turned the factory back on. We paid off the long-term debt. That was the private equity debt, and we paid off. We had a bunch of overdue accounts, some of them overdue by 180 days, and we paid all that off. We announced the total elimination of private equity debt on July 1, and when we did that, the company stock traded up 32.1% on a record 132.7 million shares. This is a picture, courtesy of Cantor Fitzgerald, of the trading record of Complete Solar, and you can see this bar, this one bar is so amazing. People came in, and these other bars are actual trading, and it's not really zero market. These other bars averaged 2.55 million shares a day. So whatever we did that day announcing we got out from under the private equity debt struck a chord with the market, and they liked it. Okay, also in the quarter, our OpEx, which includes commissions the way we reported, but stripping out to classic OpEx. It doesn't include sales commissions paid to third-parties. We've got the company to a two-year low of $4.4 million of OpEx in the quarter, and that's still coming down. My plan is to get that down below $3 million in the next two quarters. And finally, we acquired a company called Core Energy. When we finally brought it in, there were 37 people, and we gave them all stock options, brought them into the company. We took everybody that wanted to come. In this case, it was a - we'll talk about it later when I introduce Cole. You'll hear a pretty amazing story about how they worked, and what I've learned from them. And they've been integrated. They're part of our company now. Okay, so here are the non-GAAP financial indices, revenue, gross margin, op inc, and then some cash funding, cash flow, cash balance figures. Going backwards, so here we have the quarter I'm reporting. Going backwards, you see we've been - the period of the impasse in loans. We were technically in default with one of the lenders. And when you're in default, nobody will give you money for any reason, right, because the guy declaring default can call it, come in and take the money. Therefore, nobody will give you money, and that's what shut us down hard. And that dropped our revenue first in half. We had a little bit of a quarter before this one cut off, and then in half again. So this has been a disaster. If you want to say there's good news here, which is difficult for me, if you look at op inc, we managed to actually reduce our operating losses during this period. And we now have plenty of leverage where when we come back to this number, we will be better and more profitable than we were when we hit $20 million the first time. And here's funding. It turns out that the funding we did in the quarter was $3 million, and the cash flow was minus $739. So bottom line, we were burning a little bit of money. What I just told you, we raised $46 million in July, so that's Q3 beyond the scope of this report. And at the end of it, after we paid off our debt and paid off our accounts - our aged accounts payable to key vendors, we had $26 million left out of the $46 million. I make one comment here. This number, if you're an operating guy like me, you'd tee off on that number and talk about it for the next two hours. It's a horrible number. We had some - when you look at gross profit, we had some one-time events. We decided to clean up some - get rid of some old lots, old jobs in the line, and get rid of some old inventory and decided to take the hit. That's really the reason we got that bad number. We expect that next quarter we'll bounce back to 30% plus gross margin in Q3, '24, which is starting to become where we want to operate. Organization changes. You've known Brian Wuebbels when he was CFO. He was promoted to COO, and he's been commuting on relatively long flights or feeling guilty for not commuting for a while. He lives in Illinois. He's got families, grandchildren, daughters there, and he's just decided he doesn't want to have a remote job. So he's taken a CFO role in a local company, and I asked Brian to get on the phone. So he can hear me thank him with investors for all that he's done, especially sticking around that extra eight months to get us through, get our auditors changed, get the 10-K done, and the 10-Q done for this quarter. So I asked him that, and that was a big ask, and he helped me out. Brian, thank you.