T.J. Rodgers
Hello. My name is T.J. Rogers. You're at the Complete Solaria Earnings Release. Normally, I insist on having an in house Board Meeting. I was in Salt Lake a couple days ago. Orem is actually where our headquarters is now. A couple days ago and got sick and, tried to fly home. My airplane had a bad, bad valve in it, so I'm homesick with no airplane. Dan and I are going to handle this call. We've got a good report. We're going to handle this call, but in the future, you should expect to see a boardroom with me and the VPs in it ready to answer questions. Today, we'll handle that with just two of us. Okay. Presentation. This is our third quarter report. Q3 '24 and Q4 24 forecasts are as follows. This is for the old Complete Solaria, and then there'll be a new section on the combined company. We've emerged for weeks, decks, and more than a month, and we're looking forward, but this is the last official report of Complete Solaria. We've done the acquisition of SunPower's assets. We've taken three divisions, New Homes, Blue Raven and Dealer, I'll talk about that later. We had a little court battle for the rights to the SunPower brand. The Chinese tried to take it away from us. We won that one. We've also got, here's the SunPower brand. We've taken -- our company has only 65 people in it now. We've just hired 1,204 SunPower employees. In a way, it's not a technical way of saying it, but it's like a reverse merger, the minnows swallow the whale. We hired the people we wanted with interviews and then the new company goes away and the old SunPower takes care of its business without us. We raised $80 million last quarter through convertible debt offerings, to get the $45 million that we paid for SunPower. That was a stalking horse bid in SunPower's Chapter 11 bankruptcy. And we've got all of that in the bank except for the last $14 million is coming in from Chinese investors that will be here in early December. We've got $80 million to keep the company running. Here, we have the official reports. I've got GAAP and non-GAAP for old Complete Solaria. In the small company, we're not -- we were $5.5 million in revenue. We were having a hard time turning back on, but we're now in a company that's much bigger than that. This is not really that relevant. We've raised -- the write offs led to lousy gross margin, and we raised $79 million to affect the acquisition. This is a slide that's on our website. This is the slide I showed investors. This was Complete Solaria. We went into a period of decline when private equity cut off our funding and we literally couldn't buy panels to put on roofs. And this is the last quarter and we didn't really we're focusing on other things, but we didn't really grow from it. And I showed investors this number and said this number is possible. Today, I'm going to report on the number and what it looks like. The first five quarter plan is done. It's been through five revisions. It's what I've said, it needed $80 million funding and it promised $100 million I'm going to update you on that today. It also said that we had a start-up mentality where we took the revenue we could get and then we built the company from it. So when we built the company, we actually used old SunPower's 2,800 people as a hiring pool. There were many of them that worked on jobs that we weren't going to carry forward. And then in other cases, given it was a bigger company, we had a really high quality pool to choose from and we interviewed everybody and we got the best ones we could. We had a minimum of three interviews for each person. We then constructed our company to have minimal losses operating income in the first quarter of this plan, followed by profitability mid '25, so relatively low losses on the new company and I'll report on that today. We then reorganized the company along the lines of a start-up, that is you got $100 million in revenue. Everybody was saying, well, gee, SunPower needs $700 million to get that done. The investors in Texas were -- actually it was BAML, was saying no way, no more money, we've had it. So we were wondering what to do and I went through a series of planning steps. One was, we're not going to fund our customers anymore. There are professional funding companies, we will use them. There are sophisticated companies that are better than our engineers in the backroom at doing financing. And of the $750 million that SunPower was asking for to remain viable, $500 million was that -- then the $550 million and then they had $200 million for operating. That was too much too. Where debt was $470 million and they couldn't pay it. So that caused their Chapter 11 bankruptcy. My idea was the interesting thing is if you go in this direction, one jogging distance, I can get to Sand Hill Road. I said, we'll do a start-up. You got a name called SunPower. You got $100 million in revenue. I said, I would not need to jack more than two buildings down Sand Hill Road before I'd find the funding we needed for a start-up like that. It's a great deal. So that was the deal. We're going to do a start-up. We're going to take the revenue we can get and we're going to build a company around it. And that was a very difficult task. We had SunPower. We had a company called Blue Raven, which SunPower owned, but it never integrated. Blue Raven was in Orem, Utah, which is south of Salt Lake. And is -- if you wanted to say West of San Jose of the Salt Lake complex of solar companies, you'd pick Orem. And so, that company is totally different, different culture. Then we got SunPower, totally different, but they've gone to scale. So they knew a lot about how to scale up a company that we didn't know. And then, you've got Complete Solaria, which was a dealer company. We bought orders from the dealer network and then installed them and tried to make money. And that's what Complete Solaria did. I actually invested in a panel company that would compete with SunPower. I thought SunPower or the old SunPower is getting fat and we could take a bunch of business. So we made world class all black panels. That company I was with for year-and-a-half. We merged with Complete Solar, which is a sales and installation company. That company is called Complete Solaria when the two joined. Unfortunately, in the second quarter of last year, the Chinese came out with all black 400 watt panels that were right there with us and their prices were below our cost. So that was the end of that one. And then Complete Solaria had money, didn't make panels anymore, and we went forward with SunPower and Blue Raven to form a new company. We're in the process of doing that. The picture of the company is here. So we've got nine directors. We've got world-class directors because they're presidents of companies that have been associated one way or the other and they stayed with us. I wasn't the President. I came in to be President. I'm 76. I've done this before, and we're in the process of looking for a President, but until the same goes to college and is safe, I'll be around as CEO. This is our organization, and turns out that -- the reason that our chart looks simple is because it's done a lot of work, important work and people are in totally different places than they were before and this org chart is the right way to go. It's a Silicon Valley style org chart. So we have Blue Raven and they're staying as a separate division. Let me just show you, okay, I'm going to show you Blue Raven. Blue Raven is they do sales direct to customer. So they have over 1,000 people in their sales force, direct and indirect. They do all the way. They start with appointments, then the setters are called, assess an appointment, then the closer as they're called, that's the one that makes all the money. The closer goes in and gets the order. And then, Blue Raven executes with its own people to install it. So they are a vertically-oriented company, and they're good at every step of what they do. In particular, they're extremely good at manufacturing. They're going to do manufacturing for the company going forward. We're going to collapse the manufacturing organizations in the other two parts of the company into Blue Raven. They're in Orem. They're in a low-cost building. They're in all in one building. They've got a lot of company spirit and they can do this job. New homes is an old part of SunPower. It sounds like what's the difference between putting solar on somebody's house and putting solar in a new house and in development. The answer is totally different. In this case, your customer is a corporation that's building 300 houses in Springdale, Nevada. You've got to go in several times to rough in the conduits in the wall. Then you go in and install solar on a brand new roof. And then, you get paid when somebody buys it and they make it part of their mortgage or they have their own financing, not you. So the cost of selling is much lower, because you sell the one entity, this corporation. The customer is much more demanding because you got a customer who's got economic clout on you. The profits are better. They're not exceptional, but they're better. Right now, among these three divisions, that's the only one making money. Blue Raven is not. And then, we've got dealers. And this is a group and this includes the old company that you've worked with, where you go to a dealer and you buy a job. So that dealer has got a contract, got the person signed, which doesn't mean a lot. It means you have 70% chance of actually doing the solar, not a 100% chance even with a signed contract. Pardon me. So you go to a dealer and you buy a job, a signed contract. And a typical system will be the little bigger than typical. It's 40,000 watts. So I can do the math in my head. In a typical system, you will pay 28% to 32% of the retail value of the system. That is 30% of $40,000 which is $12,000. So the guy who sells it gets $12,000 out of the $40,000, and there's $28,000 left and you got to do everything, make money and support it on that $28,000. That's the dealer job that and we have two in the model. SunPower had a division that did it that way and that was the way Complete Solar did it. So these are our three divisions. If you look, now, I'm going to show you those. There's our three divisions. I just talked about SunPower and Complete Solar, 137 people. So their division was bigger than ours. We had 65 people and we roughly doubled the headcount to do dealers. They're in Texas and the Philippines, and they're different animal than the other guys. You can see 233 is new homes. They're in Utah and in the Philippines. SunPower had a superior Filipino organization. I'm very used to that. At Cypress, we did assembly and test there at 1,000 people. At SunPower, we built our manufacturing plants that actually made wafers for solar cells in the Philippines in automated equipment. So I have nothing but good experience with the Philippines, and SunPower had a great organization. We use it. A little bit more, these guys are about the same size. And then, excuse me, these guys are about the same size, then we have Blue Raven. These are the guys that do the dealer task and keep the money and then do the installation and then do the maintenance after that. And you can see, you more than double, almost triple your headcount by having that full sales organization. But given that you're paying $12,000 for an order, you can double headcount and that's their model. Right now, I can't tell you for a fact, which of these three models is going to work. I know all three of them can work. And I know to get our revenue, we're going to work on and we also have assets among them that we can deploy back and forth. They can help each other. That hadn't been the case. Blue Raven had been a start-up. They're alone pretty much in Utah and there wasn't any integration between SunPower and Blue Raven. So I'm doing that now. And it's -- sometimes it's not fun. They have their own culture, and they don't like being put upon. But, I'm trying to convince them, I think, I'm making ground to make our company work. We've got to integrate. This, if you look at it, it's 995 people. I look at revenue per employee and I look at profitability of each of the groups. Right now, making good money and losing a little bit of money for both of these guys, that's 1,000 people and that's a company. And here, we have Executive Vice Presidents and they're running independent businesses. I don't like to integrate them, give orders, have headquarters tell them what to do, none of that. That's the business. Then we've got other stuff, CFO, business development, operations and maintenance, taking care of stuff, old stuff, Chief Administrative Officer running legal HR and quality and then an IT guy, who's on the executive staff. But these are service functions here, and there's 209 of us, including me, and we keep the other 995 running, that's our job. Right now, there's some friction because all of our groups aren't doing as well serving the other groups as we would like. But that's about a quarter worth of getting things running right. So that's the organization. You can see the reason for it. Legal, we dropped from 39 to seven people. The head lawyer at SunPower wrote me a memo and said, I can run legal for you with seven people, and you won't be using outside lawyers too much. I called her up and talked a little bit, and then she got an offer letter the next day, and so did her people. HR, same story. Quality, same story. IT was the biggest story, where the three companies had three different very expensive IT systems. One included both Oracle and Salesforce in one company. That was this guy, right here. And it turns out Blue Raven had special software just made for solar, really good. It's called Albatross. And we're going to use that for everybody and I'm going to get rid of the software expenses and the other two, another example of synergy. By the way, in my prior life at Cypress, we acquired 16 companies excuse me, 26 companies in 34 years. So we actually have a spec for doing this. So then we have a matrix organization. Sometimes, we embed people, so you'll have your lawyer and HR rep there. Sometimes we just do service like this. So this is our organization and this organization can get profitable, and it is built to support $100 million a quarter in revenue. Okay. So I already explained that. This is the Q3 results. There are no official results for Q3, because our merger closed on September 30th. So all I did here was add together the results from the two companies. I did it myself. The auditors didn't do it. And I'm showing it to investors to give you feeling for what our deployment looks like. So Complete Solar, my old company, merged into dealer, the old SunPower company. And if you added up all the revenue from all three last quarter, it was $117 million. So companies have scale and they know how to do things with scale. That's good news. The bad news, in what would be called non-GAAP numbers, the GAAP -- what would be called GAAP number includes write offs, expenses, et cetera. But if you get back to what I would report, last quarter for the combined companies just adding together, I would have reported a $40 million loss. Okay, well, that's catastrophic, it's minus 35% or 30%. But there's reasons for it. We had all other sources of both companies, so we had over 2,000 some part people for the whole quarter last quarter and we had all that software, et cetera. So that number and I'll show you at the end, it's going to drop. It's going to get dramatically better going forward. By the way, this $20.6 million in revenue for the third quarter contains Complete Solar $5.5 million in $15 million from the internal group of SunPower. I think I made every point I want to make. I got to get my labels off so I can read it. So that was combined revenue, $117 million. I already told you this. Now it turns out that $117 million was hotter than our current run rate. And that's because SunPower had been shut down for capital, so to Complete Solaria that those dying numbers to Complete Solaria reflected private equity shutting us down. So both companies had some orders left over that they never were able to install. And when we finally got going in Q3, got some money and started working, we did $117 million. So right now, that backlog of orders is gone, and we're digging out orders one at a time or 10 at a time with our divisions with new organization. So right now, if you look at our order generation rate, our Q4 revenue is expected to be $80 million. So I gave you the bar, said I'm going to build a $100 million quarter company and I'm going to establish something underneath it, right now, when I look much more carefully than I have been in the past and our order rate and our backlog that we've got in the fab, the number we see is $80 million for the fourth quarter. So that's an informal expectation change for you. Obviously, going downward, but $80 million is not peanuts. We're a $320 million company. We're solid and we're well organized, and we got good people. So I presented this plan in Orem. By the way, I'll just talk for a minute on Orem. So south of Salt Lake is cheaper than Lehi, where we are. It is an industrial center. The industry is, I would call it, white collar in terms of the buildings. And we're in a Nobel Microsoft site. There are like 10 buildings. We have one building. The buildings are nice. If you refurbish them, they're very nice. They got a lot of square feet and there's like nine buildings. As we expand, Orem is our headquarters. I have a boardroom built in Orem and actually I'd be sitting in that boardroom right now except for the stuff I said. The operating loss is now expected to drop from $40 million which is what would have Q3 been if you just add it together to $2 million to $11 million in Q4 2024 due to a significant headcount reduction. So that's behind us. I'm shooting for the two, and I'm still working on it, but I'm giving a wide range here. That's what's going to come in on the top line and my ability to do what I need to do will give this range for a loss. We have that cash. I'll leave it there. So we showed this to Orem, Utah. They have a big auditorium downstairs. Another thing, they have enough square feet that they actually have a real auditorium where you can have an all hands meeting to over 1,000 people. The plan I'm showing you is the Rev 5 plan. We spent two months working on a plan. And I'm tough on plans and I'm tough on their format and their executability. And we have a real plan, Silicon Valley style. Like I said, the way we cut headcount was not to try to lay off, which is always terrible to do. We simply hired. We called it the Noah's Ark plan. And there are only so many tickets to get on the Ark, and that's it. The Ark sales, that's the company you're looking at, and old SunPower is left behind. Here's where I said $80 million a second time. I didn't want to kind of gloss it over because that is down from $100 million. I wanted to tell you that. $80 million is calculated by extrapolating shipments to known customers from mortars and mid process inter factory. So we're now starting to get a handle on rev rec and what our revenue is going to be. And it turns out the three companies all had different processes and had different rev rec points. And we've consolidated that, and we're now able to start counting better. On the mitigation side, and this is the end of my formal statement, we had OpEx in Q3 '24, everybody from both companies, and we spent $43.5 million in OpEx. SunPower was overstaffed beyond belief. Blue Raven is chubby and complete Solaria is very lean because I leaned them out before we went together. Our OpEx is going to go $17 million in the next quarter from $43 million to $17 million. And those actions have already been taken and they're not things we're about to do, they're things that are done, that is we'll start, we'll have a lower number and that number will get better with each successive quarter. So we are really working. We're already ahead of this, we're working on profitability. Now our target is higher. We have to work on achieving profitability from the gross margin of $80 million as opposed to the gross margin of $100 million, and that's a doable thing, and I'm working on that right now. All right. So we got forward looking statements. We got reconciliation. Before I go to questions, I just want to show you a couple of pictures about SunPower. That's Silicon Valley. That's San Francisco Bay. My fellow classmate from the Stanford PhD program across all the way, that's Dick Swanson. He started SunPower in 1985. I just put a brand new roof of British Petroleum Panels on Cyprus, and these are half panels, I'm showing here. They were 75 watts each. SunPower smaller panel was 95 watts, all black, pretty. The cell inside of that is what Dick Swanson invented. It's called the A300. And I worked with his people. We owned SunPower at 1 point in Cypress for a bunch of years. I worked with Dick and his people to learn how to make silicon and really make that thing work right. SunPower was a bigger company than installer companies are today. These are SunPower sales, 20% sales, back in 1999. It's 20 years before the Chinese had them. And they worked with a company to make an airplane that was solar powered. That is, it took off under its own power with solar energy and it flew to an altitude of 96,000 feet. Not bad. By the way, just so you understand, an F-15 Eagle, hot airplane, can fly vertical. The service ceiling on that airplane is 72,000 feet. The air so thin up there, they have to have these propellers that look like windmills. I made this point to the people of Blue Raven, because they considered SunPower to be the oppressor from Silicon Valley and I was the latest alien. And I pointed out that, they were working with a company that had a really storied history, and they needed to work better together. Now there was a solo crash, and that airplane actually got caught up. And they made a flight when the wind was marginal to fly and they made a decision to fly and that didn't work out. And I used that as an icon for the solar crash, which is happening. When the solar crash at SunPower, that's when they announced Chapter 11. Here's where they were hoping that Chapter 11 wasn't real. Here's the last heartbeat and that's it. And their stock is now worth $0.03 per share. It's over. And I pointed out to our folks, this could happen to you. And then not only the stock get wiped out, but they've been delisted. When SPR, SPWR without the queue becomes available, We have word first in line. At least court says that. We'll see. I made this point last week to people's solar closures and bankruptcies. This is the list that was alphabetized, and I point their SunPower there. But I pointed out to them, this is a great time to invest in solar, because right now, there's a market where you go out and you say, would you guys like a job? We'll give you stock options, Silicon Valley style. And you can get people and you can get companies and you therefore can get inorganic growth, and that is our plan that I'm going to acquire. When I get our act together, that's going to take me a couple of quarters. We can acquire solar companies for very low prices to grow more rapidly. The other thing SunPower brings that people don't appreciate enough is, its name. This is a report called EnergySage. They are actually a construction organizing firm that quotes solar. So their data is exactly where solar is. This is their last report, it came out in October. And I'll show just one slide from this report. This is the difference in price per watt of various kinds of solar. And it shows, for example, a new Tesla battery, which is wonderful, and an RC panel, which is wonderful. These guys are both trying to take market share, and that's a zero reference point. If you use the same battery in Q-Cells, Q-Cells likes a little bit higher price, they charge more. Let's see. And you go on and here's 51% premium. So let's say, these guys right here, and these are all important people, they kind of set the market. These guys are trying to gain share. There's one data point that's 20 percentage points above that. And you say, well, do they use a Tesla battery or an in phase battery or inverter? These are the Tesla battery has inverters in it, so it's both a battery and an inverter. And then, you go, no, they use SunPower inverters. That's the SunPower name. If you look under the hood, that's an Enphase inverter. They use Waaree panels, which are not so hot panels from India. And yet, because of that name right there, they get 20 percentage points more. So my hope is, we get this thing to break even very quickly. And then by that, I mean, a few quarters maximum and not lose a lot of money on the way there. There's -- they're right there as we won this name in court for the U.S., and we'll become the new SunPower. One thing we don't have is, we're just an installation company right now, but we have the technologist from SunPower. And I'm a technologist in solar. I built the fab for SunPower that made all those panels. And we're going to get some technology going. I have four solar companies I'm working with right now in my venture portfolio. So I'm planning on having this be our upside. And the point is, if I can only get half the premium in the future that they have historically gotten, and this, by the way, is up to last October, meaning a month ago, two months ago, there's a way you can make premium profit. One more thing, sales. This is a complete solar network. California, everybody does it, the Sun States and a little bit East Coast. This is the SunPower network also dealer. Again, California and the Sun States, much more concentration, plus they have Florida. We're going to merge it. We've already done it. So we're going to have a smaller but more effective better covering sales force. That's the Vision 1. Blue Raven, they have a different strategy. They're going to do the states that don't get covered. They can get more stable business. They can get a premium price. They can build their own name, which is getting well known. So that's a standalone. And then SunPower New Homes is again different. You see it's different kind of deployment, but that's where they're building new developments, 200, 300 new homes at a pop. That's a standalone business. So we will have three sales forces doing three different things in the new company. Therefore, we'll have a pretty powerful sales force. The opportunity is good. There's the obligatory market side. This one comes from the government. And all it says is that, in the United States, only 3.7% of homes have solar. That means, you've an unpenetrated market with 96.3% potential. And then you ask where can it go? The West and this is the whole West, so it's not California. California is actually higher than this. You got 9% penetration. So there's 3x just getting where the other guys already have been. And then, you see the Midwest where Blue Raven is penetrating. Northeast has got lousy utilities like California. There -- they've already got more penetration. After that, you're talking about dry cleaners, stores, Walmart outlets, whatever. They will all use it. The price of power is going up. The utilities are getting burdened with mandates from government and that the utilities are raising the power prices faster than inflation. You got to beat inflation these days. And that means these guys will be shortly behind. So if you add these numbers up, you get a market that's $7.5 billion in 2023 with a CAGR of 14% for a long time. So we got to make it through the tough times. We got to turn our company into an efficient company. Both Blue Raven and SunPower have excellent quality. They care about their customers, so they're not going to get kicked out, because of the rampant fraud, frankly, in the solar industry. So all we got to do is hang in there. In the basketball phrase, hang around the rim and the good thing will happen, you'll get the ball stuffed through the hoop. So that's our marketing plan, and, done. I'm ready for questions.