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Discontinued Operations
 9 Months Ended
Oct. 02, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations DISCONTINUED OPERATIONS
On February 6, 2022, we signed the Definitive Agreement with TotalEnergies Renewables for the sale of our C&I Solutions business. The transaction closed on May 31, 2022 pursuant to the terms of the Definitive Agreement, and TotalEnergies Renewables acquired all the issued and outstanding common stock of our C&I Solutions business. The preliminary purchase price of $190.0 million was subject to certain adjustments, including cash, indebtedness, and an estimated closing date working capital adjustment. Upon closing, we received net cash consideration of $149.2 million based on the estimated net assets of the business on that date. As of July 3, 2022, we recorded a payable of $6.3 million to Total, based on the latest estimate of closing date working capital. As of October 2, 2022, we have recorded an additional payable of $0.7 million as a result of our submission of the Closing Statement during the third quarter of fiscal 2022, for a total payable of $7.0 million. On October 25, 2022, we received a notice of disagreement from TotalEnergies Renewables with respect to the Closing Statement, which we are currently reviewing and expect to respond to in accordance with the process and timeline set forth in the Definitive Agreement. The consideration and working capital adjustments are currently estimates and subject to further review by both parties, and any resulting adjustment could be material.

The sale of the C&I Solutions business was a common control transaction in accordance with the guidance in ASC 805, Business Combinations, as TotalEnergies Renewables is a wholly owned subsidiary of TotalEnergies SE that holds a more than 50% voting interest in the Company and TotalEnergies Renewables as of July 3, 2022. As such, the difference between the total cash consideration received and the net book value of the C&I Solutions business, and the estimated working capital adjustment recorded, was recorded as an equity transaction. Accordingly, the gain was recorded as “additional paid-in capital” with a portion of the gain recorded in “non-controlling interest” due to the transfer of our safe harbor inventory from our consolidated VIE, Solar Sail, LLC (“Solar Sail”), to Total.
We also incurred transaction costs in connection with the sale of $0.1 million and $10.7 million for the three and nine months ended October 2, 2022, respectively, which were expensed as incurred and included within “loss from discontinued operations before income taxes” in our condensed consolidated statements of operations. We began incurring these transaction costs in the second quarter of fiscal 2021, and incurred transaction costs of $1.4 million and $1.7 million in the three and nine months ended October 3, 2021, respectively.

The following table presents the gain on sale of our C&I Solutions business recorded within our condensed consolidated statements of equity for the nine months ended October 2, 2022:
Nine Months Ended
October 2, 2022
Net cash consideration$149,171 
Less: Estimated final working capital adjustment (as of July 3, 2022)6,265 
Less: Net book value of assets sold
24,562 
Gain on sale of C&I Solutions business (as of July 3, 2022)118,344 
Less: Adjustments based on Closing Statement (as of October 2, 2022)740 
Gain on sale of C&I Solutions business (as of October 2, 2022)$117,604 
Gain on sale of C&I Solutions business - within additional paid-in capital$113,661 
Gain on sale of C&I Solutions business - within non-controlling interest$3,943 

In accordance with the accounting guidance, the C&I Solutions business is presented as discontinued operations for the period up to and including the date of the sale, including the first quarter of fiscal 2022 as the signing of the Definitive Agreement had occurred and the sale represented a strategic shift in our business with major impacts on our current and historical financial results. As such, for all periods presented, the financial results of C&I Solutions are presented as net earnings from discontinued operations on the condensed consolidated statement of operations, as well as assets and liabilities of discontinued operations on the condensed consolidated balance sheets.
The following table presents the assets and liabilities of C&I Solutions as of January 2, 2022, presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet:

 January 2, 2022
Assets
Current assets:
Cash and cash equivalents$3,395 
Restricted cash and cash equivalents, current portion3,466 
Accounts receivable, net5,522 
Contract assets55,673 
Inventories28,561 
Advances to suppliers, current portion2,813 
Project assets - plants and land, current portion8,105 
Prepaid expenses and other current assets13,257 
Total current assets of discontinued operations120,792 
Restricted cash and cash equivalents, net of current portion2,439 
Property, plant and equipment, net1,734 
Operating lease right-of-use assets27,572 
Other long-term assets15,781 
Total assets of discontinued operations$168,318 
Liabilities 
Current liabilities: 
Accounts payable$38,541 
Accrued liabilities16,895 
Operating lease liabilities, current portion1,400 
Contract liabilities, current portion26,559 
Short-term debt3,101 
Total current liabilities of discontinued operations86,496 
Operating lease liabilities, net of current portion10,200 
Contract liabilities, net of current portion9,096 
Other long-term liabilities23,365 
Total liabilities of discontinued operations$129,157 
The following table presents financial results of C&I Solutions presented as discontinued operations in the condensed consolidated statement of operations in the corresponding periods:

 Three Months EndedNine Months Ended
October 3, 2021October 2, 2022October 3, 2021
Total revenues$40,324 $36,710 $154,762 
Total cost of revenues43,063 59,860 153,273 
Gross (loss) profit(2,739)(23,150)1,489 
Operating expenses7,829 22,131 26,468 
Operating (loss) income(10,568)(45,281)(24,979)
Other (expense) income, net(1,474)(1,874)(2,422)
(Loss) earnings before income taxes(12,042)(47,155)(27,401)
Benefits from (provision for) income taxes179 584 1,446 
Net (loss) income from discontinued operations, net of taxes(11,863)(46,571)(25,955)
Net loss (income) from discontinued operations attributable to noncontrolling interests194 250 1,161 
Net (loss) income from discontinued operations attributable to stockholders$(11,669)$(46,321)$(24,794)

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

 Nine Months Ended
October 2, 2022October 3, 2021
Depreciation and amortization$85 $2,538 
Stock-based compensation$21 $2,146 
(Gain) loss on change in valuation of equity method investments$— $(726)
(Gain) loss on sale of investments$— $(1,162)
Loss (gain) on business divestiture$— $5,066