Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37511 | |
Entity Registrant Name | Sunrun Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2841711 | |
Entity Address, Address Line One | 225 Bush Street | |
Entity Address, Address Line Two | Suite 1400 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 415 | |
Local Phone Number | 580-6900 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | RUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 120,330,159 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001469367 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash | $ 286,418 | $ 269,577 | |
Restricted cash | 79,682 | 93,504 | |
Accounts receivable (net of allowances for doubtful accounts of $3,128 and $3,151 as of March 31, 2020 and December 31, 2019, respectively) | 65,509 | 77,728 | |
State tax credits receivable | 7,780 | 6,466 | |
Inventories | 257,614 | 260,571 | |
Prepaid expenses and other current assets | 10,813 | 25,984 | |
Total current assets | 707,816 | 733,830 | |
Restricted cash | 148 | 148 | |
Solar energy systems, net | 4,644,044 | 4,492,615 | |
Property and equipment, net | 52,995 | 56,708 | |
Intangible assets, net | 18,060 | 19,543 | |
Goodwill | 95,094 | 95,094 | |
Other assets | 420,350 | 408,403 | |
Total assets | [1] | 5,938,507 | 5,806,341 |
Current liabilities: | |||
Accounts payable | 159,791 | 223,356 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 17,766 | 16,062 | |
Accrued expenses and other liabilities | 118,869 | 148,497 | |
Deferred revenue, current portion | 78,419 | 77,643 | |
Deferred grants, current portion | 8,089 | 8,093 | |
Finance lease obligations, current portion | 9,167 | 10,064 | |
Non-recourse debt, current portion | 71,508 | 35,348 | |
Pass-through financing obligation, current portion | 11,148 | 11,031 | |
Total current liabilities | 474,757 | 530,094 | |
Deferred revenue, net of current portion | 660,309 | 651,856 | |
Deferred grants, net of current portion | 217,692 | 218,568 | |
Finance lease obligations, net of current portion | 11,005 | 12,895 | |
Recourse debt | 237,960 | 239,485 | |
Non-recourse debt, net of current portion | 2,128,840 | 1,980,107 | |
Pass-through financing obligation, net of current portion | 327,090 | 327,974 | |
Other liabilities | 229,052 | 141,401 | |
Deferred tax liabilities | 37,445 | 65,964 | |
Total liabilities | [1] | 4,324,150 | 4,168,344 |
Commitments and contingencies (Note 15) | |||
Redeemable noncontrolling interests | 415,693 | 306,565 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of March 31, 2020 and December 31, 2019; no shares issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 0 | |
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of March 31, 2020 and December 31, 2019; issued and outstanding, 120,123 and 118,451 shares as of March 31, 2020 and December 31, 2019, respectively | 12 | 12 | |
Additional paid-in capital | 775,233 | 766,006 | |
Accumulated other comprehensive loss | (125,051) | (52,753) | |
Retained earnings | 222,279 | 251,466 | |
Total stockholders’ equity | 872,473 | 964,731 | |
Noncontrolling interests | 326,191 | 366,701 | |
Total equity | 1,198,664 | 1,331,432 | |
Total liabilities, redeemable noncontrolling interests and total equity | $ 5,938,507 | $ 5,806,341 | |
[1] | The Company’s consolidated assets as of March 31, 2020 and December 31, 2019 include $3,833,562 and $3,521,202, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, as of March 31, 2020 and December 31, 2019 of $3,415,118 and $3,259,712, respectively; cash as of March 31, 2020 and December 31, 2019 of $178,982 and $133,362, respectively; restricted cash as of March 31, 2020 and December 31, 2019 of $7,370 and $2,746, respectively; accounts receivable, net as of March 31, 2020 and December 31, 2019 of $25,927 and $21,956, respectively; inventories as of March 31, 2020 and December 31, 2019 of $110,594 and 15,721, respectively; prepaid expenses and other current assets as of March 31, 2020 and December 31, 2019 of $1,497 and $554, respectively; and other assets as of March 31, 2020 and December 31, 2019 of $94,074 and $87,151, respectively. The Company’s consolidated liabilities as of March 31, 2020 and December 31, 2019 include $897,807 and $774,564, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2020 and December 31, 2019 of $13,758 and $11,531, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2020 and December 31, 2019 of $17,716 and $16,012, respectively; accrued expenses and other current liabilities as of March 31, 2020 and December 31, 2019 of $9,977 and $10,740, respectively; deferred revenue as of March 31, 2020 and December 31, 2019 of $498,065 and $482,138, respectively; deferred grants as of March 31, 2020 and December 31, 2019 of $27,776 and $28,034, respectively; non-recourse debt as of March 31, 2020 and December 31, 2019 of $291,798 and $206,476, respectively; and other liabilities as of March 31, 2020 and December 31, 2019 of $38,717 and $19,633, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | $ 3,128 | $ 3,151 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued (in shares) | 120,123,000 | 118,451,000 | |
Common stock, shares outstanding (in shares) | 120,123,000 | 118,451,000 | |
Total assets | [1] | $ 5,938,507 | $ 5,806,341 |
Solar energy systems, net | 4,644,044 | 4,492,615 | |
Cash | 286,418 | 269,577 | |
Restricted cash | 79,682 | 93,504 | |
Accounts receivable, net | 65,509 | 77,728 | |
Inventories | 257,614 | 260,571 | |
Prepaid expenses and other current assets | 10,813 | 25,984 | |
Other assets | 420,350 | 408,403 | |
Total liabilities | [1] | 4,324,150 | 4,168,344 |
Accounts payable | 159,791 | 223,356 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 17,766 | 16,062 | |
Accrued expenses and other liabilities | 118,869 | 148,497 | |
Deferred revenue | 738,728 | 729,499 | |
Non-recourse debt | 2,438,308 | 2,254,940 | |
Other liabilities | 229,052 | 141,401 | |
Variable Interest Entities | |||
Total assets | 3,833,562 | 3,521,202 | |
Solar energy systems, net | 3,415,118 | 3,259,712 | |
Cash | 178,982 | 133,362 | |
Restricted cash | 7,370 | 2,746 | |
Accounts receivable, net | 25,927 | 21,956 | |
Inventories | 110,594 | 15,721 | |
Prepaid expenses and other current assets | 1,497 | 554 | |
Other assets | 94,074 | 87,151 | |
Total liabilities | 897,807 | 774,564 | |
Accounts payable | 13,758 | 11,531 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 17,716 | 16,012 | |
Accrued expenses and other liabilities | 9,977 | 10,740 | |
Deferred revenue | 498,065 | 482,138 | |
Deferred grants | 27,776 | 28,034 | |
Non-recourse debt | 291,798 | 206,476 | |
Other liabilities | $ 38,717 | $ 19,633 | |
[1] | The Company’s consolidated assets as of March 31, 2020 and December 31, 2019 include $3,833,562 and $3,521,202, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, as of March 31, 2020 and December 31, 2019 of $3,415,118 and $3,259,712, respectively; cash as of March 31, 2020 and December 31, 2019 of $178,982 and $133,362, respectively; restricted cash as of March 31, 2020 and December 31, 2019 of $7,370 and $2,746, respectively; accounts receivable, net as of March 31, 2020 and December 31, 2019 of $25,927 and $21,956, respectively; inventories as of March 31, 2020 and December 31, 2019 of $110,594 and 15,721, respectively; prepaid expenses and other current assets as of March 31, 2020 and December 31, 2019 of $1,497 and $554, respectively; and other assets as of March 31, 2020 and December 31, 2019 of $94,074 and $87,151, respectively. The Company’s consolidated liabilities as of March 31, 2020 and December 31, 2019 include $897,807 and $774,564, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2020 and December 31, 2019 of $13,758 and $11,531, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2020 and December 31, 2019 of $17,716 and $16,012, respectively; accrued expenses and other current liabilities as of March 31, 2020 and December 31, 2019 of $9,977 and $10,740, respectively; deferred revenue as of March 31, 2020 and December 31, 2019 of $498,065 and $482,138, respectively; deferred grants as of March 31, 2020 and December 31, 2019 of $27,776 and $28,034, respectively; non-recourse debt as of March 31, 2020 and December 31, 2019 of $291,798 and $206,476, respectively; and other liabilities as of March 31, 2020 and December 31, 2019 of $38,717 and $19,633, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Revenue | $ 210,731 | $ 194,504 |
Operating expenses: | ||
Sales and marketing | 70,270 | 55,953 |
Research and development | 4,046 | 5,474 |
General and administrative | 28,074 | 29,063 |
Amortization of intangible assets | 1,483 | 893 |
Total operating expenses | 273,748 | 238,675 |
Loss from operations | (63,017) | (44,171) |
Interest expense, net | 49,924 | 41,340 |
Other (income) expenses, net | (50) | 4,756 |
Loss before income taxes | (112,891) | (90,267) |
Income tax benefit | (3,342) | (3,361) |
Net loss | (109,549) | (86,906) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (81,590) | (73,044) |
Net loss attributable to common stockholders | $ (27,959) | $ (13,862) |
Net loss per share attributable to common stockholders | ||
Basic (in dollars per share) | $ (0.23) | $ (0.12) |
Diluted (in dollars per share) | $ (0.23) | $ (0.12) |
Weighted average shares used to compute net loss per share attributable to common stockholders | ||
Basic (in shares) | 119,220 | 113,912 |
Diluted (in shares) | 119,220 | 113,912 |
Customer agreements and incentives | ||
Revenue: | ||
Customer agreements and incentives | $ 99,124 | $ 99,850 |
Operating expenses: | ||
Costs | 78,277 | 69,493 |
Solar energy systems and product sales | ||
Revenue: | ||
Revenue | 111,607 | 94,654 |
Operating expenses: | ||
Costs | $ 91,598 | $ 77,799 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss attributable to common stockholders | $ (27,959) | $ (13,862) |
Other comprehensive (loss) income: | ||
Unrealized loss on derivatives, net of income taxes | (72,543) | (17,013) |
Interest income (expense) on derivatives recognized into earnings, net of income taxes | 245 | (989) |
Other comprehensive loss | (72,298) | (18,002) |
Comprehensive loss | $ (100,257) | $ (31,864) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interests and Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | Noncontrolling Interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beginning balance (in shares) | 0 | 113,149 | |||||||
Beginning balance at Dec. 31, 2018 | $ 126,302 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beginning balance (in shares) | 0 | 114,739 | |||||||
Beginning balance at Dec. 31, 2018 | $ 1,282,782 | $ 0 | $ 11 | $ 722,429 | $ (3,124) | $ 229,391 | $ 948,707 | $ 334,075 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative effect of adoption of new ASU (No. 2018-02) | (740) | 740 | |||||||
Exercise of stock options (in shares) | 1,139 | ||||||||
Exercise of stock options | 4,279 | 4,279 | 4,279 | ||||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 451 | ||||||||
Issuance of restricted stock units, net of tax withholdings | (3,442) | (3,442) | (3,442) | ||||||
Stock-based compensation | 5,783 | 5,783 | 5,783 | ||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 120,539 | 31,610 | 120,539 | ||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (15,103) | (3,126) | (15,103) | ||||||
Net loss | (69,736) | (17,170) | (13,862) | (13,862) | (55,874) | ||||
Other comprehensive loss, net of taxes | (18,002) | (18,002) | (18,002) | ||||||
Ending balance at Mar. 31, 2019 | 137,616 | ||||||||
Ending balance (in shares) at Mar. 31, 2019 | 0 | 114,739 | |||||||
Ending balance at Mar. 31, 2019 | 1,302,111 | $ 0 | $ 11 | 730,126 | (21,866) | 216,269 | 924,540 | 377,571 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beginning balance (in shares) | 0 | 114,739 | |||||||
Beginning balance (in shares) | 0 | 118,451 | |||||||
Beginning balance at Dec. 31, 2019 | 306,565 | 306,565 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beginning balance (in shares) | 0 | 120,123 | |||||||
Beginning balance at Dec. 31, 2019 | $ 1,331,432 | $ 0 | $ 12 | 766,006 | (52,753) | 251,466 | 964,731 | 366,701 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 1,009 | 1,009 | |||||||
Exercise of stock options | $ 5,949 | 5,949 | 5,949 | ||||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 663 | ||||||||
Issuance of restricted stock units, net of tax withholdings | (3,530) | $ 0 | (3,530) | (3,530) | |||||
Stock-based compensation | 6,808 | 6,808 | 6,808 | ||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 20,000 | 150,904 | 20,000 | ||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (13,612) | (7,084) | (13,612) | ||||||
Net loss | (74,857) | (34,692) | (27,959) | (27,959) | (46,898) | ||||
Acquisition of noncontrolling interest | (4,989) | 1,077 | 1,077 | (6,066) | |||||
Other comprehensive loss, net of taxes | (72,298) | (72,298) | (72,298) | ||||||
Ending balance at Mar. 31, 2020 | 415,693 | $ 415,693 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 120,123 | |||||||
Ending balance at Mar. 31, 2020 | $ 1,198,664 | $ 0 | $ 12 | $ 775,233 | $ (125,051) | $ 222,279 | $ 872,473 | $ 326,191 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Beginning balance (in shares) | 0 | 120,123 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss | $ (109,549) | $ (86,906) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization, net of amortization of deferred grants | 51,021 | 43,661 |
Deferred income taxes | (3,342) | (3,361) |
Stock-based compensation expense | 7,309 | 5,783 |
Bonus liability converted to RSUs | 11,636 | 0 |
Interest on pass-through financing obligations | 5,877 | 6,472 |
Reduction in pass-through financing obligations | (9,689) | (9,986) |
Other noncash items | 11,442 | 1,489 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,044 | (147) |
Inventories | 2,957 | 3,283 |
Prepaid and other assets | 1,115 | (35,868) |
Accounts payable | (55,604) | (22,577) |
Accrued expenses and other liabilities | (51,667) | 7,724 |
Deferred revenue | 10,565 | 101,848 |
Net cash (used in) provided by operating activities | (116,885) | 11,415 |
Investing activities: | ||
Payments for the costs of solar energy systems | (207,360) | (198,880) |
Purchases of property and equipment | (3,105) | (2,517) |
Net cash used in investing activities | (210,465) | (201,397) |
Financing activities: | ||
Proceeds from state tax credits, net of recapture | 0 | 2,604 |
Payment of debt fees | 0 | (2,654) |
Proceeds from pass-through financing and other obligations | 1,762 | 1,785 |
Early repayment of pass-through financing obligation | 0 | (7,597) |
Payment of finance lease obligations | (2,953) | (3,001) |
Contributions received from noncontrolling interests and redeemable noncontrolling interests | 170,904 | 152,149 |
Distributions paid to noncontrolling interests and redeemable noncontrolling interests | (18,992) | (18,447) |
Acquisition of noncontrolling interest | 0 | (4,600) |
Proceeds from exercises of stock options, net of withholding taxes paid on restricted stock units | 2,419 | 839 |
Net cash provided by financing activities | 330,369 | 195,517 |
Net change in cash and restricted cash | 3,019 | 5,535 |
Cash and restricted cash, beginning of period | 363,229 | 304,399 |
Cash and restricted cash, end of period | 366,248 | 309,934 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 28,435 | 20,058 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of noncash investing and financing activities | ||
Purchases of solar energy systems and property and equipment included in accounts payable and accrued expenses | 43,664 | 24,303 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 180 | 3,543 |
Recourse debt | ||
Financing activities: | ||
Proceeds from issuance of debt | 43,475 | 40,000 |
Repayment of debt | (45,000) | (47,965) |
Non-recourse debt | ||
Financing activities: | ||
Proceeds from issuance of debt | 191,751 | 181,652 |
Repayment of debt | $ (12,997) | $ (99,248) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Sunrun Inc. (“Sunrun” or the “Company”) was originally formed in 2007 as a California limited liability company and was converted into a Delaware corporation in 2008. The Company is engaged in the design, development, installation, sale, ownership and maintenance of residential solar energy systems (“Projects”) in the United States. Sunrun acquires customers directly and through relationships with various solar and strategic partners (“Partners”). The Projects are constructed either by Sunrun or by Sunrun’s Partners and are owned by the Company. Sunrun’s customers enter into an agreement to utilize the solar energy system (“Customer Agreement”) which typically has an initial term of 20 or 25 years. Sunrun monitors, maintains and insures the Projects. The Company also sells solar energy systems and products, such as panels and racking and solar leads generated to customers. The Company has formed various subsidiaries (“Funds”) to finance the development of Projects. These Funds, structured as limited liability companies, obtain financing from outside investors and purchase or lease Projects from Sunrun under master purchase or master lease agreements. The Company currently utilizes three legal structures in its investment Funds, which are referred to as: (i) pass-through financing obligations, (ii) partnership-flips and (iii) joint venture (“JV”) inverted leases. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2019. Beginning in the quarter ended March 31, 2020, a strain of coronavirus (COVID-19) has spread throughout the United States and at this point, the extent to which the coronavirus may impact operations of the Company is uncertain. The extent of the impact of the coronavirus on the Company's business and operations will depend on several factors, such as the duration, severity, and geographic spread of the outbreak. The Company is monitoring the evolving situation closely and evaluating its potential exposure. The results of the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19 could have on the Company's business. The consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation , the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition constraints that result in variable consideration, the discount rate used to adjust the promised amount of consideration for the effects of a significant financing component, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to amortize pass-through financing obligations, the discount rate uses for operating and financing leases, the fair value of contingent consideration, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. In light of the uncertain impact COVID-19 could have on the Company's business, the Company's estimates may change in the future. Actual results may differ from such estimates. Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenue from external customers for each group of similar products and services is as follows (in thousands): Three Months Ended March 31, 2020 2019 Customer agreements $ 94,253 $ 78,528 Incentives 4,871 21,322 Customer agreements and incentives 99,124 99,850 Solar energy systems 71,277 58,436 Products 40,330 36,218 Solar energy systems and product sales 111,607 94,654 Total revenue $ 210,731 $ 194,504 Revenue from Customer Agreements includes payments by customers for the use of the system as well as utility and other rebates assigned by the customer to the Company in the Customer Agreement. Revenue from incentives includes revenue from the sale of commercial investment tax credits ("Commercial ITCs") and solar renewable energy credits (“SRECs”). Cash and Restricted Cash Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows. Cash and restricted cash consists of the following (in thousands): Three Months Ended March 31, 2020 2019 Beginning of period: Cash $ 269,577 $ 226,625 Restricted cash, current and long-term 93,652 77,774 Total $ 363,229 $ 304,399 End of period: Cash $ 286,418 $ 245,604 Restricted cash, current and long-term 79,830 64,330 Total $ 366,248 $ 309,934 Accounts Receivable Accounts receivable consist of amounts due from customers, as well as state and utility rebates due from government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive rebates to the Company. The opening balance of Accounts receivable, net was $66.4 million as of December 31, 2018. Accounts receivable, net, consists of the following (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 65,537 $ 79,899 Other receivables 61 23 Rebates receivable 3,039 957 Allowance for doubtful accounts (3,128) (3,151) Total $ 65,509 $ 77,728 Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue. The opening balance of deferred revenue was $591.6 million as of December 31, 2018. Deferred revenue consists of the following (in thousands): March 31, 2020 December 31, 2019 Under Customer Agreements: Payments received $ 560,007 $ 558,630 Financing component balance 46,634 44,874 606,641 603,504 Under SREC contracts: Payments received 127,672 122,680 Financing component balance 4,415 3,315 132,087 125,995 Total $ 738,728 $ 729,499 In the three months ended March 31, 2020 and 2019, the Company recognized revenue of $17.4 million and $14.0 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized and includes deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods. Contracted but not yet recognized revenue was approximately $6.9 billion as of March 31, 2020, of which the Company expects to recognize approximately 6% over the next 12 months. The annual recognition is not expected to vary significantly over the next 10 years as the vast majority of existing Customer Agreements have at least 10 years remaining, given that the average age of the Company's fleet of residential solar energy systems under Customer Agreements is less than four years due to the Company being formed in 2007 and having experienced significant growth in the last few years. The annual recognition on these existing contracts will gradually decline over the midpoint of the Customer Agreements over the following 10 years as the typical 20- or 25-year initial term expires on individual Customer Agreements. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company's financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-recourse debt. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expected to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives revenue is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties. The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO") is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. The Company recognizes revenue evenly over the time that it satisfies its performance obligations over the initial term of the Customer Agreements. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, the Company's Customer Agreements typically automatically renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing power prices. SREC revenue arises from the sale of environmental credits generated by solar energy systems and is generally recognized upon delivery of the SRECs to the counterparty. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs is recognized in the period a solar system is granted PTO - see Note 10 , Pass-through Financing Obligations . In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements, and are included in Sales and marketing in the consolidated statements of operations. Solar energy systems and product sales For solar energy systems sold to customers, the Company recognizes revenue when the solar energy system passes inspection by the authority having jurisdiction. The Company’s installation projects are typically completed in less than 12 months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment. Customer lead revenue, included in product sales, is recognized at the time the lead is delivered. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems and product sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead costs. Solar energy systems and product sales Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect material and labor costs for solar energy systems installations and product sales. Also included are engineering and design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs and personnel costs associated with supply chain, logistics, operations management, safety and quality control. Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated with generating customer leads. Recently Issued and Adopted Accounting Standards Accounting standards adopted January 1, 2019: In February 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The Company adopted ASU No. 2018-02 effective January 1, 2019, which resulted in an adjustment of $0.7 million for the reclassification, as reflected in its consolidated statement of redeemable noncontrolling interests and equity. The Company uses the aggregate portfolio approach when reclassifying stranded tax effects from accumulated other comprehensive income. Accounting standards adopted January 1, 2020: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which replaces the current incurred loss impairment methodology with a current expected credit losses model. The amendment applies to entities that hold financial assets and net investment in leases that are not accounted for at fair value through net income as well as loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted ASU No. 2016-13 effective January 1, 2020, using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $1.2 million for the establishment of a credit loss allowance for unbilled receivables related to Customer Agreements, as reflected in its consolidated statement of redeemable noncontrolling interests and stockholders' equity. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements as part of its disclosure framework project. Under this amendment, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. However, for Level 3 fair value measurements, disclosures around the range and weighted average used to develop significant unobservable inputs will be required. The Company adopted ASU No. 2018-13 effective January 1, 2020, and there was no impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, Intangibles—Goodwill and Other , to determine which implementation costs to capitalize as assets or expense as incurred. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company prospectively adopted ASU No. 2018-15 effective January 1, 2020, and there was no adoption date impact to its consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810) , Targeted Improvements to Related Party Guidance for Variable Interest Entities, which aligns the evaluation of decision-making fees under the variable interest entity guidance. Under this new guidance, in order to determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The Company adopted ASU No. 2018-17 effective January 1, 2020, and there was no impact to its consolidated financial statements. Accounting standards to be adopted: In November 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to the guidance in ASC 740. This ASU is effective for fiscal periods beginning after December 15, 2020. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates that are expected to be discontinued because of reference rate reform. This ASU is available for adoption as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022, as contract modifications or hedging relationships entered into or evaluated after December 31, 2022 are excluded unless an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For the Company’s cash flow hedges in which the designated hedged risk is LIBOR or another rate that is expected to be discontinued, the Company has adopted the portion of the guidance that allows it to assert that it remains probable that the hedged forecasted transaction will occur. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement At March 31, 2020 and December 31, 2019, the carrying value of receivables, accounts payable, accrued expenses and distributions payable to noncontrolling interests approximates fair value due to their short-term nature and falls under the Level 2 hierarchy. The carrying values and fair values of debt instruments are as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Bank line of credit $ 237,960 $ 237,960 $ 239,485 $ 239,485 Senior debt 781,015 782,337 625,519 626,023 Subordinated debt 550,777 582,437 513,938 524,581 Securitization debt 868,556 893,510 875,998 931,320 Total $ 2,438,308 $ 2,496,244 $ 2,254,940 $ 2,321,409 At March 31, 2020 and December 31, 2019, the fair value of the Company’s lines of credit, and certain senior, subordinated and SREC loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At March 31, 2020 and December 31, 2019, the fair value of the Company’s other debt instruments are based on rates currently offered for debt with similar maturities and terms. The Company’s fair value of the debt instruments fell under the Level 2 hierarchy. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market. At March 31, 2020 and December 31, 2019, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Derivative liabilities: Interest rate swaps $ — $ 162,727 $ — $ 162,727 Total $ — $ 162,727 $ — $ 162,727 Contingent consideration: Contingent consideration $ — $ — $ 9,557 $ 9,557 Total $ — $ — $ 9,557 $ 9,557 December 31, 2019 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 683 $ — $ 683 Total $ — $ 683 $ — $ 683 Derivative liabilities: Interest rate swaps $ — $ 64,361 $ — $ 64,361 Total $ — $ 64,361 $ — $ 64,361 Contingent consideration: Contingent consideration: $ — $ — $ 11,809 $ 11,809 Total $ — $ — $ 11,809 $ 11,809 The above balances are recorded in other liabilities in the consolidated balance sheets, except for $7.5 million as of March 31, 2020, which is recorded in accrued expenses and other liabilities. The Company determines the fair value of its interest rate swaps using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. The Company recorded contingent consideration in connection with a business combination, which is dependent on the achievement of specified deployment milestones associated with the number of solar energy systems installed through 2022. The Company determined the fair value of the contingent consideration using a probability-weighted expected return methodology that considers the timing and probabilities of achieving these milestones and uses discount rates that reflect the appropriate cost of capital. Contingent consideration was valued with Level 3 inputs. The Company reassesses the valuation assumptions each reporting period, with any changes in the fair value accounted for in the consolidated statements of operations. The change in the activity of Level 3 contingent consideration balance is as follows (in thousands): Balance at December 31, 2019 $ 11,809 Change in fair value recognized in earnings within sales and marketing expense (2,090) Payable for solar systems that have met deployment milestones (162) Balance at March 31, 2020 $ 9,557 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 244,850 $ 239,449 Work-in-process 12,764 21,122 Total $ 257,614 $ 260,571 The Internal Revenue Service (“IRS”) provided taxpayers a safe harbor opportunity to retain access to the pre-2020 30% tax credit amount through specific rules released in Notice 2018-59. The Company has sought to avail itself of the safe harbor in order to retain the 30% Commercial ITC that was available in 2019 with respect to approximately 500 MW of projects by incurring certain costs and taking title to equipment in 2019. As of March 31, 2020, there was approximately $124.6 million related to the safe harbor program within raw materials. |
Solar Energy Systems, net
Solar Energy Systems, net | 3 Months Ended |
Mar. 31, 2020 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, net | Solar Energy Systems, net Solar energy systems, net consists of the following (in thousands): March 31, 2020 December 31, 2019 Solar energy system equipment costs $ 4,674,992 $ 4,510,677 Inverters 490,340 471,471 Total solar energy systems 5,165,332 4,982,148 Accumulated depreciation and amortization (737,808) (692,218) Construction-in-progress 216,520 202,685 Total solar energy systems, net $ 4,644,044 $ 4,492,615 All solar energy systems, including construction-in-progress, have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $46.4 million and $39.4 million for the three months ended March 31, 2020 and 2019, respectively. The depreciation expense was reduced by the amortization of deferred grants of $2.0 million for both the three months ended March 31, 2020 and 2019. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consist of the following (in thousands): March 31, 2020 December 31, 2019 Costs to obtain contracts - customer agreements $ 279,091 $ 268,964 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (40,299) (36,925) Unbilled receivables, net 113,331 104,346 Operating lease right-of-use assets 32,380 34,678 Other assets 33,366 34,859 Total $ 420,350 $ 408,403 The Company recorded amortization of costs to obtain contracts of $3.4 million and $2.7 million for the three months ended March 31, 2020 and 2019, respectively, in Sales and marketing in the consolidated statements of operations. The majority of unbilled receivables arise from fixed price escalators included in the Company's long-term Customer Agreements. The escalator is included in calculating the total estimated transaction value for an individual Customer Agreement. The total estimated transaction value is then recognized over the term of the Customer Agreement. The amount of unbilled receivables increases while cumulative billings for an individual Customer Agreement are less than the cumulative revenue recognized for that Customer Agreement. Conversely, the amount of unbilled receivables decreases when the actual cumulative billings becomes higher than the cumulative revenue recognized. At the end of the initial term of a Customer Agreement, the cumulative amounts recognized as revenue and billed to date are the same, therefore the unbilled receivable balance for an individual Customer Agreement will be zero. As a result of the adoption of ASU No. 2016-13, an allowance for credit loss on unbilled receivables was established as of January 1, 2020. The Company applies an estimated loss-rate in order to determine the current expected credit loss for unbilled receivables. The estimated loss-rate is determined by analyzing historical credit losses, residential first and second mortgage foreclosures and consumers' utility default rates, as well as current economic conditions. The Company reviews individual customer collection status of electricity billings to determine whether the unbilled receivables for an individual customer should be written off, including the possibility of a service transfer to a potential new homeowner. The change in allowance for credit loss is as follows (in thousands): Balance at January 1, 2020 $ (1,228) Provision for credit losses (506) Write-offs 391 Recoveries — Balance at March 31, 2020 $ (1,343) |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Accrued employee compensation $ 42,588 $ 38,750 Operating lease obligations 10,440 9,790 Accrued interest 12,695 13,048 Accrued professional fees 3,950 4,732 Other accrued expenses 49,196 82,177 Total $ 118,869 $ 148,497 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness As of March 31, 2020, debt consisted of the following (in thousands, except percentages): Carrying Values, net of Unused Borrowing Capacity (2) Interest Rate (1) Maturity Current Long Term Total Recourse debt: Bank line of credit $ — $ 237,960 $ 237,960 $ — 4.04% - 5.10% April 2022 Total recourse debt — 237,960 237,960 — Non-recourse debt: Senior 31,205 749,810 781,015 291 3.44% - 5.61% April 2022 - July 2027 Subordinated 12,510 538,267 550,777 — 6.78% - 10.65% March 2023 - July 2030 Securitization Class A 27,298 832,186 859,484 — 3.61% - 5.31% July 2024 - February 2055 Securitization Class B 495 8,577 9,072 — 5.38% July 2024 Total non-recourse debt 71,508 2,128,840 2,200,348 291 Total debt $ 71,508 $ 2,366,800 $ 2,438,308 $ 291 (1) Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (2) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of March 31, 2020. For a description of the amount of capital commitments the Company can draw from as it constructs new assets, please see Item 2. Management’s Discussion and Analysis of Financial Conditions and Result of Operations, Debt and Financing Fund Commitments . As of December 31, 2019, debt consisted of the following (in thousands, except percentages): Carrying Values, net of Unused Interest Rate (1) Maturity Current Long Term Total Recourse debt: Bank line of credit $ — $ 239,485 $ 239,485 $ — 5.09% - 5.38% April 2022 Total recourse debt — 239,485 239,485 — Non-recourse debt: Senior 8,020 617,499 625,519 14,639 3.94% - 5.61% April 2022 - July 2027 Subordinated — 513,938 513,938 — 6.93% - 10.80% March 2023 - July 2030 Securitization Class A 26,838 839,981 866,819 — 3.61% - 5.31% July 2024 - February 2055 Securitization Class B 490 8,689 9,179 — 5.38% July 2024 Total non-recourse debt 35,348 1,980,107 2,015,455 14,639 Total debt $ 35,348 $ 2,219,592 $ 2,254,940 $ 14,639 (1) Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates. Bank Line of Credit The Company has outstanding borrowings under a syndicated working capital facility with banks for a total commitment of up to $250.0 million. The working capital facility is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Loans under the facility bear interest at LIBOR +3.25% per annum or the Base Rate +2.25% per annum. The Base Rate is the highest of the Federal Funds Rate +0.50%, the Prime Rate, or LIBOR +1.00%. Under the terms of the working capital facility, the Company is required to meet various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum unencumbered liquidity of at least $25.0 million at the end of each calendar month, maintaining quarter end liquidity of at least $35.0 million, and maintaining a minimum interest coverage ratio of 3.00 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of March 31, 2020. As of March 31, 2020, the balance under this facility was $238.0 million with a maturity date in April 2022. Senior and Subordinated Debt Facilities Each of the Company's senior and subordinated debt facilities contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. Each of the senior and subordinated debt facilities also contain certain provisions in the event of default that entitle lenders to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the senior and subordinated debt facilities. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements or inventories less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these facilities, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of March 31, 2020. As of March 31, 2020, certain subsidiaries of the Company had an outstanding balance of $352.2 million on secured credit facilities that were syndicated with various lenders due in October 2024 and August 2029. The credit facilities totaled $375.8 million and consisted of $363.3 million in term loans, and a $12.5 million revolving debt service reserve letter of credit facility. Term Loan A ("TLA") is a senior delayed draw term loan that bears interest at LIBOR +2.125% per annum for LIBOR loans or the Base Rate +1.125% per annum on Base Rate loans. Term Loan B ("TLB") is subordinated debt that bears interest at 9.25% per annum. As of March 31, 2020, certain subsidiaries of the Company had an outstanding balance of $179.5 million on senior secured credit facilities that were syndicated with various lenders due in April 2024. These facilities are subject to the National Grid project equity transaction. The credit facilities totaled $202.0 million and consisted of a $195.0 million senior delayed draw term loan facility and a $7.0 million revolving debt service reserve letter of credit facility. Loans under the facility bear interest at LIBOR +2.25% per annum, for the initial four As of March 31, 2020, certain subsidiaries of the Company had an outstanding balance of $340.7 million on secured credit facilities agreements, as amended, with a syndicate of banks due in March 2023. The facilities totaled $595.0 million and consisted of a revolving aggregation facility (“Aggregation Facility”), a term loan ("Term Loan") and a revolving debt service reserve letter of credit facility. Senior loans under the Aggregation Facility bear interest at LIBOR +2.50% per annum for the initial three two three As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $16.0 million on a term loan due in April 2022. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company's other assets. Loans under this facility bear interest at 4.50% per annum. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $13.2 million on a secured, non-recourse loan agreement due in September 2022. The loan will be repaid through cash flows from a pass-through financing obligation arrangement previously entered into by the Company. The loan agreement contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The loan also contains certain provisions in the event of default that entitle the lender to take certain actions including acceleration of amounts due under the loan. Loans under this facility bear interest at LIBOR +2.25% per annum. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $126.2 million on a term loan due in January 2030. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest at 10.50% per annum. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $63.8 million on a term loan due in July 2030. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest between 2.00% - 3.25% plus 6.75% per annum. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $9.4 million on a term loan due in July 2027. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest at 5.61% per annum . As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $130.0 million on a term loan due in November 2025. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest at LIBOR (at a 2.00% floor) + 6.75% per annum. As of March 31, 2020, certain subsidiaries of the Company had an outstanding balance of $101.0 million on secured credit facilities agreements with banks due in March 2024. The facilities totaled $134.0 million and consisted of two revolving aggregation facilities (“Aggregation Facilities”) and a revolving debt service reserve letter of credit facility. The senior loan under the Aggregation Facilities bear interest at LIBOR +3.00%. The subordinated loan under the Aggregation Facilities bears interest at LIBOR +9.00% per annum. These debt facilities are related to the Company's participation in the IRS's safe harbor program to retain access to the 30% Commercial ITC that was available in 2019. Securitization Loans Each of the Company's securitized loans contains customary covenants including the requirement to provide reporting to the indenture trustee and ratings agencies. Each of the securitized loans also contain certain provisions in the event of default which entitle the indenture trustee to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the securitized loans. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these loans, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of March 31, 2020. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $83.1 million on solar asset-backed notes ("Notes") secured by associated customer contracts (“Solar Assets”) held by a special purpose entity (“Issuer”). As of March 31, 2020 and December 31, 2019, these Solar Assets had a carrying value of $155.6 million and $157.6 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Notes were issued at a discount of 0.08%. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $298.7 million on solar asset-backed notes secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the issuer after distributions to tax equity investors. The Notes were issued at a discount of 1.47%. The assets and cash flows generated by the Solar Assets are not available to the other creditors of the Company, and the creditors of the Issuer, including the Note holders, have no recourse to the Company's other assets. As of March 31, 2020, a subsidiary of the Company had an outstanding balance of $184.3 million on solar asset-backed notes secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the issuer. The Notes were issued at a discount of 0.01%. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Interest Rate Swaps The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive payments based on variable interest rates with the swap counterparty based on the one- or three-month LIBOR on the notional amounts over the life of the swaps. The interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated with these swaps is the risk of non-performance by the counterparties to the contracts. In the three months ended March 31, 2020, the hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the critical terms of the interest rate swaps match the critical terms of the underlying forecasted hedged transactions. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the Company’s statements of operations, in the period that the hedged forecasted transactions affects earnings. All amounts in Accumulated other comprehensive income (loss) ("AOCI") in the consolidated statements of redeemable noncontrolling interests and equity relate to derivatives, refer to the consolidated statements of comprehensive (loss) income. The net (loss) gain on derivatives includes the tax effect of $26.4 million and $6.1 million for the three months ended March 31, 2020 and 2019, respectively. During the next 12 months, the Company expects to reclassify $12.4 million of net losses on derivative instruments from accumulated other comprehensive income to earnings. There were no undesignated derivative instruments recorded by the Company as of March 31, 2020. The Company’s master netting and other similar arrangements allow net settlements under certain conditions. When those conditions are met, the Company presents derivatives at net fair value. As of March 31, 2020, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ — $ — $ — Liabilities: Derivatives (162,727) — (162,727) Total $ (162,727) $ — $ (162,727) As of December 31, 2019 the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ 683 $ (615) $ 68 Liabilities: Derivatives (64,361) 615 (63,746) Total $ (63,678) $ — $ (63,678) At March 31, 2020, the Company had the following derivative instruments (dollars in thousands): Type Quantity Effective Dates Maturity Dates Hedge Interest Rates Notional Amount Adjusted Net Fair Market Value Interest rate swap 1 4/29/2016 8/31/2022 1.27%- 1.29% $ 11,103 $ (242) Interest rate swaps 8 7/31/2017 - 1/31/2018 4/30/2024 - 10/20/2024 2.16% - 2.39% 278,986 (20,303) Interest rate swaps 3 4/30/2021 10/30/2026 - 10/31/2026 2.89% - 3.08% 102,720 (13,858) Interest rate swaps 2 10/31/2019 4/30/2027 1.89% - 1.90% 19,347 (1,048) Interest rate swaps 2 10/31/2019 10/31/2031 1.44% - 1.50% 23,125 (1,269) Interest rate swaps 4 1/31/2018 - 1/31/2020 4/30/2034 - 10/31/2034 2.62% - 2.78% 243,655 (48,121) Interest rate swaps 8 7/31/2017 - 10/18/2024 4/30/2035 - 10/31/2035 2.56% - 2.95% 275,561 (35,218) Interest rate swap 1 10/18/2024 1/31/2036 2.95% 14,656 (1,799) Interest rate swaps 3 1/31/2019 - 4/30/2021 4/30/2037 3.28% - 3.30% 100,000 (24,503) Interest rate swaps 3 10/30/2026 - 10/31/2026 1/31/2038 3.01% - 3.16% 101,135 (16,366) Total $ 1,170,288 $ (162,727) |
Pass-through Financing Obligati
Pass-through Financing Obligations | 3 Months Ended |
Mar. 31, 2020 | |
Property Subject to or Available for Operating Lease, Net [Abstract] | |
Pass-through Financing Obligations | Pass-through Financing ObligationsThe Company's pass-through financing obligations ("financing obligations") arise when the Company leases solar energy systems to Fund investors who are considered commercial customers under a master lease agreement, and these investors in turn are assigned the Customer Agreements with customers. The Company receives all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to the other incentives. Given the assignment of operating cash flows, these arrangements are accounted for as financing obligations. The Company also sells the rights and related value attributable to the Commercial ITC to these investors. Under these financing obligation arrangements, wholly owned subsidiaries of the Company finance the cost of solar energy systems with investors for an initial term of typically 20 or 22 years. The solar energy systems are subject to Customer Agreements with an initial term of typically 20 or 25 years that automatically renew on an annual basis. These solar energy systems are reported under the line item solar energy systems, net in the consolidated balance sheets. As of March 31, 2020 and December 31, 2019, the cost of the solar energy systems placed in service under the financing obligation arrangements was $657.5 million and $657.9 million, respectively. The accumulated depreciation related to these assets as of March 31, 2020 and December 31, 2019 was $101.8 million and $95.9 million, respectively. The investors make a series of large up-front payments and, in certain cases, subsequent smaller quarterly payments (lease payments) to the subsidiaries of the Company. The Company accounts for the payments received from the investors under the financing obligation arrangements as borrowings by recording the proceeds received as financing obligations on its consolidated balance sheets, and cash provided by financing activities in its consolidated statement of cash flows. These financing obligations are reduced over a period of approximately 22 years by customer payments under the Customer Agreements, U.S. Treasury grants (where applicable) and proceeds from the contracted resale of SRECs as they are received by the investor. In addition, funds paid for the Commercial ITC value upfront are initially recorded as a refund liability and recognized as revenue as the associated solar energy system reaches PTO. The Commercial ITC value is reflected in the cash provided by operations on the consolidated statement of cash flows. The Company accounts for the Customer Agreements and any related U.S. Treasury grants, as well as the resale of SRECs, consistent with the Company’s revenue recognition accounting policies as described in Note 2, Summary of Significant Accounting Policies. Interest is calculated on the financing obligations using the effective interest rate method. The effective interest rate, which is adjusted on a prospective basis, is the interest rate that equates the present value of the estimated cash amounts to be received by the investor over the lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for amounts received by the investor. The financing obligations are nonrecourse once the associated assets have been placed in service and all the contractual arrangements have been assigned to the investor. Under the majority of the financing obligations, the investor has a right to extend its right to receive cash flows from the customers beyond the initial term in certain circumstances. Depending on the arrangement, the Company has the option to settle the outstanding financing obligation on the ninth or eleventh anniversary of the Fund inception at a price equal to the higher of (a) the fair value of future remaining cash flows or (b) the amount that would result in the investor earning their targeted return. In several of these financing obligations, the investor has an option to require repayment of the entire outstanding balance on the tenth anniversary of the Fund inception at a price equal to the fair value of the future remaining cash flows. Under all financing obligations, the Company is responsible for services such as warranty support, accounting, lease servicing and performance reporting to customers. As part of the warranty and performance guarantee with the customers, the Company guarantees certain specified minimum annual solar energy production output for the solar energy systems leased to the customers, which the Company accounts for as disclosed in Note 2, Summary of Significant Accounting Policies. |
VIE Arrangements
VIE Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VIE Arrangements | VIE Arrangements The Company consolidated various VIEs at March 31, 2020 and December 31, 2019. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): March 31, 2020 December 31, 2019 Assets Current assets Cash $ 178,982 $ 133,362 Restricted cash 7,370 2,746 Accounts receivable, net 25,927 21,956 Inventories 110,594 15,721 Prepaid expenses and other current assets 1,497 554 Total current assets 324,370 174,339 Solar energy systems, net 3,415,118 3,259,712 Other assets 94,074 87,151 Total assets $ 3,833,562 $ 3,521,202 Liabilities Current liabilities Accounts payable $ 13,758 $ 11,531 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 17,716 16,012 Accrued expenses and other liabilities 9,977 10,740 Deferred revenue, current portion 39,646 38,265 Deferred grants, current portion 1,011 1,011 Non-recourse debt, current portion 40,587 4,901 Total current liabilities 122,695 82,460 Deferred revenue, net of current portion 458,419 443,873 Deferred grants, net of current portion 26,765 27,023 Non-recourse debt, net of current portion 251,211 201,575 Other liabilities 38,717 19,633 Total liabilities $ 897,807 $ 774,564 The Company holds a variable interest in an entity that provides the noncontrolling interest with a right to terminate the leasehold interests in all of the leased projects on the tenth anniversary of the effective date of the master lease. In this circumstance, the Company would be required to pay the noncontrolling interest an amount equal to the fair market value, as defined in the governing agreement of all leased projects as of that date. The Company holds certain variable interests in nonconsolidated VIEs established as a result of six pass-through Fund arrangements as further explained in Note 10, Pass-through Financing Obligations. The Company does not have material exposure to losses as a result of its involvement with the VIEs in excess of the amount of the pass-through financing obligation recorded in the Company’s consolidated financial statements. The Company is not considered the primary beneficiary of these VIEs. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests and Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interests and Equity | Redeemable Noncontrolling Interests and Equity During certain specified periods of time (the “Early Exit Periods”), noncontrolling interests in certain funding arrangements have the right to put all of their membership interests to the Company (the “Put Provisions”). During a specific period of time (the “Call Periods”), the Company has the right to call all membership units of the related redeemable noncontrolling interests.The carrying value of redeemable noncontrolling interests was greater than the redemption value except for nine Funds at both March 31, 2020 and December 31, 2019, where the carrying value has been adjusted to the redemption value. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Options The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the three months ended March 31, 2020 (shares and aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2019 10,784 $ 7.38 6.52 $ 71,745 Granted 1,086 9.96 Exercised (1,009) 5.88 Cancelled (162) 9.00 Outstanding at March 31, 2020 10,699 $ 7.75 6.80 $ 33,024 Options vested and exercisable at March 31, 2020 6,922 $ 6.52 5.80 $ 26,557 Restricted Stock Units The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the three months ended March 31, 2020 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2019 3,943 $ 11.42 Granted 1,747 10.30 Issued (663) 10.88 Cancelled / forfeited (184) 10.17 Unvested balance at March 31, 2020 4,843 $ 11.14 Additionally, RSU awards were granted during the three months ended March 31, 2020, which are excluded from the table above as the number of shares will not be calculated until May 2020. The approximate fair value of the awards, $12.1 million, is recorded in accrued expenses and other liabilities in the consolidated balance sheet. Employee Stock Purchase Plan Under the Company's 2015 Employee Stock Purchase Plan ("ESPP"), eligible employees are offered shares bi-annually through a 24-month offering period that encompasses four six-month purchase periods. Each purchase period begins on the first trading day on or after May 15 and November 15 of each year. Employees may purchase a limited number of shares of the Company’s common stock via regular payroll deductions at a discount of 15% of the lower of the fair market value of the Company’s common stock on the first trading date of each offering period or on the exercise date. Employees may deduct up to 15% of payroll, with a cap of $25,000 of fair market value of shares in any calendar year and 10,000 shares per employee per purchase period. Stock-Based Compensation Expense The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of customer agreements and incentives $ 1,946 $ 632 Cost of solar energy systems and product sales 673 167 Sales and marketing 3,478 1,128 Research and development 1,075 336 General and administration 11,773 3,520 Total $ 18,945 $ 5,783 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax benefit rate for the three months ended March 31, 2020 and 2019 was 2.9% and 3.7% , respectively. The differences between the actual consolidated effective income tax rate and the U.S. federal statutory rate were primarily attributable to the allocation of losses on noncontrolling interests and an increase in valuation allowance. The Company sells solar energy systems to investment Funds. As the investment Funds are consolidated by the Company, the gain on the sale of the assets has been eliminated in the consolidated financial statements, however gains on sale are recognized for tax purposes. CARES Act On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act is a relief package that includes changes to the U.S. tax code including but not limited to, (1) modifications to the calculation of interest deductibility in 2019 and 2020, (2) changes to rules related to the uses and limitations of net operating loss carryforwards created from 2018 to 2020, and (3) technical corrections for qualified improvement property. The Company does not anticipate the CARES Act will have a material impact on income tax expense for 2020. Uncertain Tax Positions As of March 31, 2020 and December 31, 2019, the Company had no uncertain tax positions. Tax Holidays The Company received approval from a U.S. territory for a reduced income tax rate on February 3, 2020. The reduced income tax rate is retroactive to 2018 and is effective through December 31, 2043. The benefit from the reduced income tax rate of $1.3 million for the years ended December 31, 2019 and 2018 was included in income tax expense for the quarter ended March 31, 2020 . The benefit from the reduced income tax rate for the quarter ended March 31, 2020 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of March 31, 2020 and December 31, 2019, the Company had $17.5 million and $20.1 million, respectively, of unused letters of credit outstanding, which carry fees of 2.13% - 3.25% per annum and 1.25% - 3.25% per annum, respectively. Operating and Finance Leases The Company leases real estate under non-cancellable-operating leases and equipment under finance leases. The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2020 2019 Finance lease cost: Amortization of right-of-use assets $ 2,657 $ 3,484 Interest on lease liabilities 217 239 Operating lease cost 3,126 2,879 Short-term lease cost 120 524 Variable lease cost 810 877 Sublease income (160) (156) Total lease cost $ 6,770 $ 7,847 Other information related to leases was as follows (dollars in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,575 $ 2,567 Operating cash flows from finance leases 221 201 Financing cash flows from finance leases 2,953 3,060 Right-of-use assets obtained in exchange for lease obligations: Operating leases 32 20,395 Finance leases 180 3,566 Weighted average remaining lease term (years): Operating leases 4.99 5.55 Finance leases 2.70 2.90 Weighted average discount rate: Operating leases 5.5 % 5.2 % Finance leases 4.2 % 4.3 % Future minimum lease commitments under non-cancellable leases as of March 31, 2020 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2020 $ 12,586 $ 825 $ 11,761 $ 9,802 2021 10,991 439 10,552 6,970 2022 9,289 — 9,289 3,900 2023 8,189 — 8,189 516 2024 3,346 — 3,346 33 Thereafter 7,330 — 7,330 1 Total future lease payments 51,731 1,264 50,467 21,222 Less: Amount representing interest 6,666 — 6,666 1,050 Present value of future payments 45,065 1,264 43,801 20,172 Less: Tenant incentives 273 — 273 — Net present value of future payments 44,792 1,264 43,528 20,172 Less: Current portion 10,440 — 10,440 9,167 Long-term portion $ 34,352 $ 1,264 $ 33,088 $ 11,005 Purchase Commitment The Company entered into purchase commitments, which have the ability to be canceled without significant penalties, with multiple suppliers to purchase $132.1 million of photovoltaic modules, inverters and batteries by the end of 2022. Warranty Accrual The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. Commercial ITC and Cash Grant Indemnification The Company is contractually committed to compensate certain investors for any losses that they may suffer in certain limited circumstances resulting from reductions in Commercial ITCs or U.S. Treasury grants. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the Internal Revenue Service (the “IRS”). At each balance sheet date, the Company assesses and recognizes, when applicable, the potential exposure from this obligation based on all the information available at that time, including any audits undertaken by the IRS. One of the Company's investment funds has been selected for audit by the IRS. In addition, one of the Company's investors is also being audited by the IRS. However, since these audits are ongoing, the Company is unable to determine the potential tax liabilities as of the filing date of this Quarterly Report on Form 10-Q. The maximum potential future payments that the Company could have to make under this obligation would depend largely on the difference between the prices at which the solar energy systems were sold or transferred to the Funds (or, in certain structures, the fair market value claimed in respect of such systems (referred to as "claimed values")) and the eligible basis determined by the IRS. The Company set the purchase prices and claimed values based on fair market values determined with the assistance of an independent third-party appraisal with respect to the systems that generate Commercial ITCs that are passed-through to, and claimed by, the Fund investors. In April 2018, the Company purchased an insurance policy providing for certain payments by the insurers in the event there is any final determination (including a judicial determination) that reduced the Commercial ITCs claimed in respect of solar energy systems sold or transferred to most Funds through April 2018, or later, in the case of Funds added to the policy after such date. In general, the policy indemnifies the Company and related parties for additional taxes (including penalties and interest) owed in respect of lost Commercial ITCs, gross-up costs and expenses incurred in defending such claim, subject to negotiated exclusions from, and limitations to, coverage. Litigation The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. On April 8, 2019, a putative class action captioned Loftus et al. v. Sunrun Inc., Case No. 3:19-cv-01608, was filed in the United States District Court, Northern District of California. The complaint generally alleges violations of the Telephone Consumer Protection Act (the “TCPA”) on behalf of an individual and putative classes of persons alleged to be similarly situated. Plaintiffs filed a First Amended Complaint on June 26, 2019, adding defendant MediaMix 365, LLC, also asserting individual and putative class claims under the TCPA, along with claims under the California Invasion of Privacy Act. In the amended version of their Complaint, plaintiffs seek statutory damages, equitable and injunctive relief, and attorneys’ fees and costs on behalf of themselves and the absent purported classes. On January 23, 2020, the Court held a status conference and set discovery deadlines. Most, if not all, of the claims asserted in the lawsuit relate to activities allegedly engaged in by third-party vendors, for which the Company denies any responsibility. The vendors are contractually obligated to indemnify the Company for losses related to the conduct alleged. The Company believes that the claims are without merit and intends to defend itself vigorously. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Numerator: Net loss attributable to common stockholders $ (27,959) $ (13,862) Denominator: Weighted average shares used to compute net loss per share attributable to common stockholders, basic 119,220 113,912 Weighted average effect of potentially dilutive shares to purchase common stock — — Weighted average shares used to compute net loss per share attributable to common stockholders, diluted 119,220 113,912 Net loss per share attributable to common stockholders Basic $ (0.23) $ (0.12) Diluted $ (0.23) $ (0.12) The following shares were excluded from the computation of diluted net loss per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Outstanding stock options 2,616 1,313 Unvested restricted stock units 2,002 1,480 Total 4,618 2,793 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Omni Energy, LLC In July 2019, the Company acquired a specified customer pipeline and assembled workforce from Omni Energy, LLC (“Omni”), an existing solar integrator with multi-family solar project origination and development capabilities. The purchase consideration for the assets acquired was approximately $23.5 million, consisting of $2.7 million in cash upfront and $20.8 million representing the fair value of contingent consideration based upon new solar system installations through 2022. The Company estimated the fair value of the contingent consideration at the acquisition date using a probability-weighted discounted cash flow methodology. The estimated range of outcomes (undiscounted) was from $17.7 million to $28.9 million. The total fair value of the assets acquired of $23.5 million is comprised of an intangible asset related to customer relationships of $14.2 million with estimated useful life of five years, and goodwill of $9.3 million. Customer relationships were valued with Level 3 inputs. The fair value of the contingent consideration as of March 31, 2020 was $9.6 million. The fair value of the assets acquired and liabilities assumed is preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the customer relationships. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus these provisional measurements of fair value are subject to change. The Company expects to finalize the valuation of the intangible assets as soon as practicable, but not later than one year from the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the asset acquired. Goodwill recorded is primarily attributable to the acquired assembled workforce and synergies achieved through the elimination of redundant costs. There was no revenue contributed from the acquired business to the Company, as measured from the date of the acquisition through March 31, 2020. The portion of the total expenses and net income associated with the acquired business was not separately identifiable due to the integration with the Company’s operations. Due to the nature of the acquisition, the operations acquired and the related unaudited pro forma information are immaterial. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2019. Beginning in the quarter ended March 31, 2020, a strain of coronavirus (COVID-19) has spread throughout the United States and at this point, the extent to which the coronavirus may impact operations of the Company is uncertain. The extent of the impact of the coronavirus on the Company's business and operations will depend on several factors, such as the duration, severity, and geographic spread of the outbreak. The Company is monitoring the evolving situation closely and evaluating its potential exposure. The results of the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19 could have on the Company's business. The consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation , the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition constraints that result in variable consideration, the discount rate used to adjust the promised amount of consideration for the effects of a significant financing component, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to amortize pass-through financing obligations, the discount rate uses for operating and financing leases, the fair value of contingent consideration, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. In light of the uncertain impact COVID-19 could have on the Company's business, the Company's estimates may change in the future. Actual results may differ from such estimates. |
Segment Information | Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. |
Cash and Restricted Cash | Cash and Restricted Cash Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due from customers, as well as state and utility rebates due from government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive rebates to the Company. |
Revenue Recognition | Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expected to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives revenue is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties. The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO") is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. The Company recognizes revenue evenly over the time that it satisfies its performance obligations over the initial term of the Customer Agreements. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, the Company's Customer Agreements typically automatically renew on an annual basis and the rate is initially set at up to a 10% discount to then-prevailing power prices. SREC revenue arises from the sale of environmental credits generated by solar energy systems and is generally recognized upon delivery of the SRECs to the counterparty. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs is recognized in the period a solar system is granted PTO - see Note 10 , Pass-through Financing Obligations . In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements, and are included in Sales and marketing in the consolidated statements of operations. Solar energy systems and product sales For solar energy systems sold to customers, the Company recognizes revenue when the solar energy system passes inspection by the authority having jurisdiction. The Company’s installation projects are typically completed in less than 12 months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment. Customer lead revenue, included in product sales, is recognized at the time the lead is delivered. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems and product sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead costs. Solar energy systems and product sales Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect material and labor costs for solar energy systems installations and product sales. Also included are engineering and design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs and personnel costs associated with supply chain, logistics, operations management, safety and quality control. Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated with generating customer leads. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company's financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-recourse debt. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards Accounting standards adopted January 1, 2019: In February 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The Company adopted ASU No. 2018-02 effective January 1, 2019, which resulted in an adjustment of $0.7 million for the reclassification, as reflected in its consolidated statement of redeemable noncontrolling interests and equity. The Company uses the aggregate portfolio approach when reclassifying stranded tax effects from accumulated other comprehensive income. Accounting standards adopted January 1, 2020: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which replaces the current incurred loss impairment methodology with a current expected credit losses model. The amendment applies to entities that hold financial assets and net investment in leases that are not accounted for at fair value through net income as well as loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted ASU No. 2016-13 effective January 1, 2020, using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $1.2 million for the establishment of a credit loss allowance for unbilled receivables related to Customer Agreements, as reflected in its consolidated statement of redeemable noncontrolling interests and stockholders' equity. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements as part of its disclosure framework project. Under this amendment, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. However, for Level 3 fair value measurements, disclosures around the range and weighted average used to develop significant unobservable inputs will be required. The Company adopted ASU No. 2018-13 effective January 1, 2020, and there was no impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, Intangibles—Goodwill and Other , to determine which implementation costs to capitalize as assets or expense as incurred. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company prospectively adopted ASU No. 2018-15 effective January 1, 2020, and there was no adoption date impact to its consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810) , Targeted Improvements to Related Party Guidance for Variable Interest Entities, which aligns the evaluation of decision-making fees under the variable interest entity guidance. Under this new guidance, in order to determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The Company adopted ASU No. 2018-17 effective January 1, 2020, and there was no impact to its consolidated financial statements. Accounting standards to be adopted: In November 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to the guidance in ASC 740. This ASU is effective for fiscal periods beginning after December 15, 2020. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates that are expected to be discontinued because of reference rate reform. This ASU is available for adoption as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022, as contract modifications or hedging relationships entered into or evaluated after December 31, 2022 are excluded unless an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For the Company’s cash flow hedges in which the designated hedged risk is LIBOR or another rate that is expected to be discontinued, the Company has adopted the portion of the guidance that allows it to assert that it remains probable that the hedged forecasted transaction will occur. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue from external customers | Revenue from external customers for each group of similar products and services is as follows (in thousands): Three Months Ended March 31, 2020 2019 Customer agreements $ 94,253 $ 78,528 Incentives 4,871 21,322 Customer agreements and incentives 99,124 99,850 Solar energy systems 71,277 58,436 Products 40,330 36,218 Solar energy systems and product sales 111,607 94,654 Total revenue $ 210,731 $ 194,504 |
Cash and restricted cash | Cash and restricted cash consists of the following (in thousands): Three Months Ended March 31, 2020 2019 Beginning of period: Cash $ 269,577 $ 226,625 Restricted cash, current and long-term 93,652 77,774 Total $ 363,229 $ 304,399 End of period: Cash $ 286,418 $ 245,604 Restricted cash, current and long-term 79,830 64,330 Total $ 366,248 $ 309,934 |
Cash and restricted cash | Cash and restricted cash consists of the following (in thousands): Three Months Ended March 31, 2020 2019 Beginning of period: Cash $ 269,577 $ 226,625 Restricted cash, current and long-term 93,652 77,774 Total $ 363,229 $ 304,399 End of period: Cash $ 286,418 $ 245,604 Restricted cash, current and long-term 79,830 64,330 Total $ 366,248 $ 309,934 |
Accounts receivable, net | Accounts receivable, net, consists of the following (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 65,537 $ 79,899 Other receivables 61 23 Rebates receivable 3,039 957 Allowance for doubtful accounts (3,128) (3,151) Total $ 65,509 $ 77,728 |
Deferred revenue | The opening balance of deferred revenue was $591.6 million as of December 31, 2018. Deferred revenue consists of the following (in thousands): March 31, 2020 December 31, 2019 Under Customer Agreements: Payments received $ 560,007 $ 558,630 Financing component balance 46,634 44,874 606,641 603,504 Under SREC contracts: Payments received 127,672 122,680 Financing component balance 4,415 3,315 132,087 125,995 Total $ 738,728 $ 729,499 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying values and fair values of debt instruments | The carrying values and fair values of debt instruments are as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Bank line of credit $ 237,960 $ 237,960 $ 239,485 $ 239,485 Senior debt 781,015 782,337 625,519 626,023 Subordinated debt 550,777 582,437 513,938 524,581 Securitization debt 868,556 893,510 875,998 931,320 Total $ 2,438,308 $ 2,496,244 $ 2,254,940 $ 2,321,409 |
Schedule of fair value, financial instruments measured on recurring basis | At March 31, 2020 and December 31, 2019, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Derivative liabilities: Interest rate swaps $ — $ 162,727 $ — $ 162,727 Total $ — $ 162,727 $ — $ 162,727 Contingent consideration: Contingent consideration $ — $ — $ 9,557 $ 9,557 Total $ — $ — $ 9,557 $ 9,557 December 31, 2019 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 683 $ — $ 683 Total $ — $ 683 $ — $ 683 Derivative liabilities: Interest rate swaps $ — $ 64,361 $ — $ 64,361 Total $ — $ 64,361 $ — $ 64,361 Contingent consideration: Contingent consideration: $ — $ — $ 11,809 $ 11,809 Total $ — $ — $ 11,809 $ 11,809 |
Schedule of contingent consideration | The change in the activity of Level 3 contingent consideration balance is as follows (in thousands): Balance at December 31, 2019 $ 11,809 Change in fair value recognized in earnings within sales and marketing expense (2,090) Payable for solar systems that have met deployment milestones (162) Balance at March 31, 2020 $ 9,557 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 244,850 $ 239,449 Work-in-process 12,764 21,122 Total $ 257,614 $ 260,571 |
Solar Energy Systems, net (Tabl
Solar Energy Systems, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar energy systems, net | Solar energy systems, net consists of the following (in thousands): March 31, 2020 December 31, 2019 Solar energy system equipment costs $ 4,674,992 $ 4,510,677 Inverters 490,340 471,471 Total solar energy systems 5,165,332 4,982,148 Accumulated depreciation and amortization (737,808) (692,218) Construction-in-progress 216,520 202,685 Total solar energy systems, net $ 4,644,044 $ 4,492,615 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | Other assets consist of the following (in thousands): March 31, 2020 December 31, 2019 Costs to obtain contracts - customer agreements $ 279,091 $ 268,964 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (40,299) (36,925) Unbilled receivables, net 113,331 104,346 Operating lease right-of-use assets 32,380 34,678 Other assets 33,366 34,859 Total $ 420,350 $ 408,403 |
Summary of unbilled recievlables, allowance for credit losses | The change in allowance for credit loss is as follows (in thousands): Balance at January 1, 2020 $ (1,228) Provision for credit losses (506) Write-offs 391 Recoveries — Balance at March 31, 2020 $ (1,343) |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other liabilities | Accrued expenses and other liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Accrued employee compensation $ 42,588 $ 38,750 Operating lease obligations 10,440 9,790 Accrued interest 12,695 13,048 Accrued professional fees 3,950 4,732 Other accrued expenses 49,196 82,177 Total $ 118,869 $ 148,497 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | As of March 31, 2020, debt consisted of the following (in thousands, except percentages): Carrying Values, net of Unused Borrowing Capacity (2) Interest Rate (1) Maturity Current Long Term Total Recourse debt: Bank line of credit $ — $ 237,960 $ 237,960 $ — 4.04% - 5.10% April 2022 Total recourse debt — 237,960 237,960 — Non-recourse debt: Senior 31,205 749,810 781,015 291 3.44% - 5.61% April 2022 - July 2027 Subordinated 12,510 538,267 550,777 — 6.78% - 10.65% March 2023 - July 2030 Securitization Class A 27,298 832,186 859,484 — 3.61% - 5.31% July 2024 - February 2055 Securitization Class B 495 8,577 9,072 — 5.38% July 2024 Total non-recourse debt 71,508 2,128,840 2,200,348 291 Total debt $ 71,508 $ 2,366,800 $ 2,438,308 $ 291 (1) Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (2) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of March 31, 2020. For a description of the amount of capital commitments the Company can draw from as it constructs new assets, please see Item 2. Management’s Discussion and Analysis of Financial Conditions and Result of Operations, Debt and Financing Fund Commitments . As of December 31, 2019, debt consisted of the following (in thousands, except percentages): Carrying Values, net of Unused Interest Rate (1) Maturity Current Long Term Total Recourse debt: Bank line of credit $ — $ 239,485 $ 239,485 $ — 5.09% - 5.38% April 2022 Total recourse debt — 239,485 239,485 — Non-recourse debt: Senior 8,020 617,499 625,519 14,639 3.94% - 5.61% April 2022 - July 2027 Subordinated — 513,938 513,938 — 6.93% - 10.80% March 2023 - July 2030 Securitization Class A 26,838 839,981 866,819 — 3.61% - 5.31% July 2024 - February 2055 Securitization Class B 490 8,689 9,179 — 5.38% July 2024 Total non-recourse debt 35,348 1,980,107 2,015,455 14,639 Total debt $ 35,348 $ 2,219,592 $ 2,254,940 $ 14,639 (1) Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates. |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Offsetting assets | As of March 31, 2020, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ — $ — $ — Liabilities: Derivatives (162,727) — (162,727) Total $ (162,727) $ — $ (162,727) As of December 31, 2019 the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ 683 $ (615) $ 68 Liabilities: Derivatives (64,361) 615 (63,746) Total $ (63,678) $ — $ (63,678) |
Offsetting liabilities | As of March 31, 2020, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ — $ — $ — Liabilities: Derivatives (162,727) — (162,727) Total $ (162,727) $ — $ (162,727) As of December 31, 2019 the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Assets: Derivatives $ 683 $ (615) $ 68 Liabilities: Derivatives (64,361) 615 (63,746) Total $ (63,678) $ — $ (63,678) |
Summary of derivative instruments classified as derivative assets | At March 31, 2020, the Company had the following derivative instruments (dollars in thousands): Type Quantity Effective Dates Maturity Dates Hedge Interest Rates Notional Amount Adjusted Net Fair Market Value Interest rate swap 1 4/29/2016 8/31/2022 1.27%- 1.29% $ 11,103 $ (242) Interest rate swaps 8 7/31/2017 - 1/31/2018 4/30/2024 - 10/20/2024 2.16% - 2.39% 278,986 (20,303) Interest rate swaps 3 4/30/2021 10/30/2026 - 10/31/2026 2.89% - 3.08% 102,720 (13,858) Interest rate swaps 2 10/31/2019 4/30/2027 1.89% - 1.90% 19,347 (1,048) Interest rate swaps 2 10/31/2019 10/31/2031 1.44% - 1.50% 23,125 (1,269) Interest rate swaps 4 1/31/2018 - 1/31/2020 4/30/2034 - 10/31/2034 2.62% - 2.78% 243,655 (48,121) Interest rate swaps 8 7/31/2017 - 10/18/2024 4/30/2035 - 10/31/2035 2.56% - 2.95% 275,561 (35,218) Interest rate swap 1 10/18/2024 1/31/2036 2.95% 14,656 (1,799) Interest rate swaps 3 1/31/2019 - 4/30/2021 4/30/2037 3.28% - 3.30% 100,000 (24,503) Interest rate swaps 3 10/30/2026 - 10/31/2026 1/31/2038 3.01% - 3.16% 101,135 (16,366) Total $ 1,170,288 $ (162,727) |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Carrying amounts and classification of the VIEs' assets and liabilities included in the consolidated balance sheets | The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): March 31, 2020 December 31, 2019 Assets Current assets Cash $ 178,982 $ 133,362 Restricted cash 7,370 2,746 Accounts receivable, net 25,927 21,956 Inventories 110,594 15,721 Prepaid expenses and other current assets 1,497 554 Total current assets 324,370 174,339 Solar energy systems, net 3,415,118 3,259,712 Other assets 94,074 87,151 Total assets $ 3,833,562 $ 3,521,202 Liabilities Current liabilities Accounts payable $ 13,758 $ 11,531 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 17,716 16,012 Accrued expenses and other liabilities 9,977 10,740 Deferred revenue, current portion 39,646 38,265 Deferred grants, current portion 1,011 1,011 Non-recourse debt, current portion 40,587 4,901 Total current liabilities 122,695 82,460 Deferred revenue, net of current portion 458,419 443,873 Deferred grants, net of current portion 26,765 27,023 Non-recourse debt, net of current portion 251,211 201,575 Other liabilities 38,717 19,633 Total liabilities $ 897,807 $ 774,564 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the three months ended March 31, 2020 (shares and aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2019 10,784 $ 7.38 6.52 $ 71,745 Granted 1,086 9.96 Exercised (1,009) 5.88 Cancelled (162) 9.00 Outstanding at March 31, 2020 10,699 $ 7.75 6.80 $ 33,024 Options vested and exercisable at March 31, 2020 6,922 $ 6.52 5.80 $ 26,557 |
Summary of activity for all restricted stock units (RSUs) | The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the three months ended March 31, 2020 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2019 3,943 $ 11.42 Granted 1,747 10.30 Issued (663) 10.88 Cancelled / forfeited (184) 10.17 Unvested balance at March 31, 2020 4,843 $ 11.14 |
Summary of stock-based compensation expense | The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of customer agreements and incentives $ 1,946 $ 632 Cost of solar energy systems and product sales 673 167 Sales and marketing 3,478 1,128 Research and development 1,075 336 General and administration 11,773 3,520 Total $ 18,945 $ 5,783 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expense and other information related to leases | The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2020 2019 Finance lease cost: Amortization of right-of-use assets $ 2,657 $ 3,484 Interest on lease liabilities 217 239 Operating lease cost 3,126 2,879 Short-term lease cost 120 524 Variable lease cost 810 877 Sublease income (160) (156) Total lease cost $ 6,770 $ 7,847 Other information related to leases was as follows (dollars in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,575 $ 2,567 Operating cash flows from finance leases 221 201 Financing cash flows from finance leases 2,953 3,060 Right-of-use assets obtained in exchange for lease obligations: Operating leases 32 20,395 Finance leases 180 3,566 Weighted average remaining lease term (years): Operating leases 4.99 5.55 Finance leases 2.70 2.90 Weighted average discount rate: Operating leases 5.5 % 5.2 % Finance leases 4.2 % 4.3 % |
Future minimum lease payments under non-cancellable leases | Future minimum lease commitments under non-cancellable leases as of March 31, 2020 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2020 $ 12,586 $ 825 $ 11,761 $ 9,802 2021 10,991 439 10,552 6,970 2022 9,289 — 9,289 3,900 2023 8,189 — 8,189 516 2024 3,346 — 3,346 33 Thereafter 7,330 — 7,330 1 Total future lease payments 51,731 1,264 50,467 21,222 Less: Amount representing interest 6,666 — 6,666 1,050 Present value of future payments 45,065 1,264 43,801 20,172 Less: Tenant incentives 273 — 273 — Net present value of future payments 44,792 1,264 43,528 20,172 Less: Current portion 10,440 — 10,440 9,167 Long-term portion $ 34,352 $ 1,264 $ 33,088 $ 11,005 |
Future minimum lease payments under non-cancellable leases | Future minimum lease commitments under non-cancellable leases as of March 31, 2020 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2020 $ 12,586 $ 825 $ 11,761 $ 9,802 2021 10,991 439 10,552 6,970 2022 9,289 — 9,289 3,900 2023 8,189 — 8,189 516 2024 3,346 — 3,346 33 Thereafter 7,330 — 7,330 1 Total future lease payments 51,731 1,264 50,467 21,222 Less: Amount representing interest 6,666 — 6,666 1,050 Present value of future payments 45,065 1,264 43,801 20,172 Less: Tenant incentives 273 — 273 — Net present value of future payments 44,792 1,264 43,528 20,172 Less: Current portion 10,440 — 10,440 9,167 Long-term portion $ 34,352 $ 1,264 $ 33,088 $ 11,005 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net loss per share | The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share amounts): Three Months Ended March 31, 2020 2019 Numerator: Net loss attributable to common stockholders $ (27,959) $ (13,862) Denominator: Weighted average shares used to compute net loss per share attributable to common stockholders, basic 119,220 113,912 Weighted average effect of potentially dilutive shares to purchase common stock — — Weighted average shares used to compute net loss per share attributable to common stockholders, diluted 119,220 113,912 Net loss per share attributable to common stockholders Basic $ (0.23) $ (0.12) Diluted $ (0.23) $ (0.12) |
Schedule of shares excluded from computation of diluted net loss per share | The following shares were excluded from the computation of diluted net loss per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Outstanding stock options 2,616 1,313 Unvested restricted stock units 2,002 1,480 Total 4,618 2,793 |
Organization (Details)
Organization (Details) | 3 Months Ended |
Mar. 31, 2020InvestmentFund | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 22 years |
Number of types of investment funds used by the company | 3 |
Minimum | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 20 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 25 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)SegmentBusinessActivity | Mar. 31, 2019USD ($) | Jan. 01, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Number of business activities | BusinessActivity | 1 | ||
Deferred revenue, revenue recognized | $ 17,400 | $ 14,000 | |
Contracted but not yet recognized | $ 6,900,000 | ||
Revenue expected to recognize over next twelve months, percent | 6.00% | ||
Revenue recognized, term, existing deferred revenue | 10 years | ||
Customer agreement, initial term | 22 years | ||
Customer agreements, initial set up, discount percent | 10.00% | ||
Cumulative effect of adoption of new ASU (No. 2016-13) | $ (1,228) | ||
Retained Earnings | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cumulative effect of adoption of new ASU (No. 2018-02) | $ (740) | ||
Cumulative effect of adoption of new ASU (No. 2016-13) | $ (1,228) | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Customer agreement, initial term | 20 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Customer agreement, initial term | 25 years | ||
Solar energy systems | Under Customer Agreements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Average age | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue, Major Customer [Line Items] | ||
Total revenue | $ 210,731 | $ 194,504 |
Customer agreements and incentives | ||
Revenue, Major Customer [Line Items] | ||
Customer agreements and incentives | 99,124 | 99,850 |
Customer agreements | ||
Revenue, Major Customer [Line Items] | ||
Customer agreements and incentives | 94,253 | 78,528 |
Incentives | ||
Revenue, Major Customer [Line Items] | ||
Customer agreements and incentives | 4,871 | 21,322 |
Solar energy systems and product sales | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 111,607 | 94,654 |
Solar energy systems | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 71,277 | 58,436 |
Products | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | $ 40,330 | $ 36,218 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 286,418 | $ 269,577 | $ 245,604 | $ 226,625 |
Restricted cash, current and long-term | 79,830 | 93,652 | 64,330 | 77,774 |
Total | $ 366,248 | $ 363,229 | $ 309,934 | $ 304,399 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | |||
Customer receivables | $ 65,537 | $ 79,899 | $ 66,400 |
Other receivables | 61 | 23 | |
Rebates receivable | 3,039 | 957 | |
Allowance for doubtful accounts | (3,128) | (3,151) | |
Total | $ 65,509 | $ 77,728 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 738,728 | $ 729,499 | $ 591,600 |
Customer agreements | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 606,641 | 603,504 | |
Customer agreements | Payments received | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 560,007 | 558,630 | |
Customer agreements | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 46,634 | 44,874 | |
SREC contracts | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 132,087 | 125,995 | |
SREC contracts | Payments received | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 127,672 | 122,680 | |
SREC contracts | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 4,415 | $ 3,315 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Values and Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 2,438,308 | $ 2,254,940 |
Carrying Value | Bank line of credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 237,960 | 239,485 |
Carrying Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 781,015 | 625,519 |
Carrying Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 550,777 | 513,938 |
Carrying Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 868,556 | 875,998 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 2,496,244 | 2,321,409 |
Fair Value | Bank line of credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 237,960 | 239,485 |
Fair Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 782,337 | 626,023 |
Fair Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 582,437 | 524,581 |
Fair Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 893,510 | $ 931,320 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 | $ 68 |
Derivative liabilities | 162,727 | 63,746 |
Contingent consideration | 9,600 | |
Contingent consideration recorded in accrued expenses and other liabilities | 7,500 | |
Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 683 | |
Derivative liabilities | 162,727 | 64,361 |
Contingent consideration | 9,557 | 11,809 |
Fair value, measurements, recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 683 | |
Derivative liabilities | 162,727 | 64,361 |
Fair value, measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | 0 | 0 |
Contingent consideration | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | 0 | 0 |
Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 683 | |
Derivative liabilities | 162,727 | 64,361 |
Contingent consideration | 0 | 0 |
Fair value, measurements, recurring | Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 683 | |
Derivative liabilities | 162,727 | 64,361 |
Fair value, measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | 0 | 0 |
Contingent consideration | 9,557 | 11,809 |
Fair value, measurements, recurring | Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of activity of Level 3 contingent consideration (Details) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 11,809 |
Change in fair value recognized in earnings within sales and marketing expense | (2,090) |
Payable for solar systems that have met deployment milestones | (162) |
Ending balance | $ 9,557 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 244,850 | $ 239,449 |
Work-in-process | 12,764 | 21,122 |
Total | 257,614 | $ 260,571 |
Safe harbor program within raw materials | $ 124,600 |
Solar Energy Systems, net - Sch
Solar Energy Systems, net - Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Solar energy systems | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems | $ 5,165,332 | $ 4,982,148 |
Accumulated depreciation and amortization | (737,808) | (692,218) |
Construction-in-progress | 216,520 | 202,685 |
Total solar energy systems, net | 4,644,044 | 4,492,615 |
Solar energy system equipment costs | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems | 4,674,992 | 4,510,677 |
Inverters | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems | $ 490,340 | $ 471,471 |
Solar Energy Systems, net - Nar
Solar Energy Systems, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Solar Energy Systems Disclosure [Abstract] | ||
Depreciation expense | $ 46.4 | $ 39.4 |
Amortization of deferred grants | $ 2 | $ 2 |
Other Assets - Summary (Details
Other Assets - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Other Assets [Line Items] | |||
Accumulated amortization of costs to obtain contracts | $ (40,299) | $ (36,925) | |
Unbilled receivables, net | 113,331 | 104,346 | |
Operating lease right-of-use assets | 32,380 | 34,678 | |
Other assets | 33,366 | 34,859 | |
Other assets, total | 420,350 | 408,403 | |
Amortization cost | 3,400 | $ 2,700 | |
Customer agreements | |||
Other Assets [Line Items] | |||
Costs to obtain contracts- customer agreements | 279,091 | 268,964 | |
Incentives | |||
Other Assets [Line Items] | |||
Costs to obtain contracts- customer agreements | $ 2,481 | $ 2,481 |
Other Assets - Unbilled Receiva
Other Assets - Unbilled Receivables Allowance for Credit Losses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Unbilled Receivables, Allowance For Credit Losses [Roll Forward] | |
Balance at January 1, 2020 | $ (1,228) |
Provision for credit losses | (506) |
Write-offs | 391 |
Recoveries | 0 |
Balance at March 31, 2020 | $ (1,343) |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation | $ 42,588 | $ 38,750 |
Operating lease obligations | 10,440 | 9,790 |
Accrued interest | 12,695 | 13,048 |
Accrued professional fees | 3,950 | 4,732 |
Other accrued expenses | 49,196 | 82,177 |
Total | $ 118,869 | $ 148,497 |
Indebtedness - Schedule of Debt
Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long term debt, current | $ 71,508 | $ 35,348 |
Long term debt, noncurrent | 2,366,800 | 2,219,592 |
Long term debt | 2,438,308 | 2,254,940 |
Unused borrowing capacity | 291 | 14,639 |
Recourse debt | ||
Debt Instrument [Line Items] | ||
Long term debt, current | 0 | 0 |
Long term debt, noncurrent | 237,960 | 239,485 |
Long term debt | 237,960 | 239,485 |
Unused borrowing capacity | 0 | 0 |
Recourse debt | Bank line of credit | ||
Debt Instrument [Line Items] | ||
Long term debt, current | 0 | 0 |
Long term debt, noncurrent | 237,960 | 239,485 |
Long term debt | 237,960 | 239,485 |
Unused borrowing capacity | $ 0 | $ 0 |
Recourse debt | Bank line of credit | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.04% | 5.09% |
Recourse debt | Bank line of credit | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.10% | 5.38% |
Non-recourse debt | ||
Debt Instrument [Line Items] | ||
Long term debt, current | $ 71,508 | $ 35,348 |
Long term debt, noncurrent | 2,128,840 | 1,980,107 |
Long term debt | 2,200,348 | 2,015,455 |
Unused borrowing capacity | 291 | 14,639 |
Non-recourse debt | Senior | ||
Debt Instrument [Line Items] | ||
Long term debt, current | 31,205 | 8,020 |
Long term debt, noncurrent | 749,810 | 617,499 |
Long term debt | 781,015 | 625,519 |
Unused borrowing capacity | $ 291 | $ 14,639 |
Non-recourse debt | Senior | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.44% | 3.94% |
Non-recourse debt | Senior | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.61% | 5.61% |
Non-recourse debt | Subordinated | ||
Debt Instrument [Line Items] | ||
Long term debt, current | $ 12,510 | $ 0 |
Long term debt, noncurrent | 538,267 | 513,938 |
Long term debt | 550,777 | 513,938 |
Unused borrowing capacity | $ 0 | $ 0 |
Non-recourse debt | Subordinated | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.78% | 6.93% |
Non-recourse debt | Subordinated | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.65% | 10.80% |
Non-recourse debt | Securitization Class A | ||
Debt Instrument [Line Items] | ||
Long term debt, current | $ 27,298 | $ 26,838 |
Long term debt, noncurrent | 832,186 | 839,981 |
Long term debt | 859,484 | 866,819 |
Unused borrowing capacity | $ 0 | $ 0 |
Non-recourse debt | Securitization Class A | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.61% | 3.61% |
Non-recourse debt | Securitization Class A | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.31% | 5.31% |
Non-recourse debt | Securitization Class B | ||
Debt Instrument [Line Items] | ||
Long term debt, current | $ 495 | $ 490 |
Long term debt, noncurrent | 8,577 | 8,689 |
Long term debt | 9,072 | 9,179 |
Unused borrowing capacity | $ 0 | $ 0 |
Interest rate | 5.38% | 5.38% |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 2,438,308,000 | $ 2,254,940,000 |
Recourse debt | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | 237,960,000 | 239,485,000 |
Non-recourse debt | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 2,200,348,000 | 2,015,455,000 |
Non-recourse debt | LIBOR | Term loan | Aggregation facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 9.00% | |
Non-recourse debt | LIBOR | Line of credit | Aggregation facility, March 2023 | ||
Debt Instrument [Line Items] | ||
Facility available period | 3 years | |
Facility available, period increase | 2 years | |
Bank line of credit | Recourse debt | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 250,000,000 | |
Minimum unencumbered liquid assets to be maintained | 25,000,000 | |
Minimum required quarter-end unencumbered cash balance | $ 35,000,000 | |
Interest coverage ratio | 300.00% | |
Loan outstanding balance | $ 237,960,000 | $ 239,485,000 |
Bank line of credit | Recourse debt | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.04% | 5.09% |
Bank line of credit | Recourse debt | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.10% | 5.38% |
Bank line of credit | Recourse debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | |
Bank line of credit | Recourse debt | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Bank line of credit | Recourse debt | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Bank line of credit | Recourse debt | LIBOR Floor Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Term Loan Due in October 2024 | Non-recourse debt | Senior secured revolving letter of credit facility | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 375,800,000 | |
Loan outstanding balance | 352,200,000 | |
Term Loan Due in October 2024 | Non-recourse debt | Term loan | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | 363,300,000 | |
Term Loan Due in October 2024 | Non-recourse debt | Revolving debt | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 12,500,000 | |
Term Loan A | Non-recourse debt | LIBOR | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.125% | |
Term Loan A | Non-recourse debt | Base Rate | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.125% | |
Term Loan B | Non-recourse debt | Aggregation facility, October 2024 | ||
Debt Instrument [Line Items] | ||
Interest rate | 9.25% | |
Term Loan due in April 2024 | Non-recourse debt | Senior secured revolving letter of credit facility | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 202,000,000 | |
Loan outstanding balance | 179,500,000 | |
Term Loan due in April 2024 | Non-recourse debt | Revolving debt | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | 7,000,000 | |
Term Loan due in April 2024 | Non-recourse debt | Delayed draw term loan | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 195,000,000 | |
Term Loan due in April 2024 | Non-recourse debt | LIBOR | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Facility available period | 4 years | |
Term Loan due in April 2024 | Non-recourse debt | Base Rate | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% | |
Term Loan due in April 2024 | Non-recourse debt | Federal Funds Rate | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Term Loan due in April 2024 | Non-recourse debt | LIBOR Floor Rate | Aggregation facility, April 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Term Loan due in March 2023 | Non-recourse debt | Line of credit | Aggregation facility, March 2023 | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 595,000,000 | |
Loan outstanding balance | $ 340,700,000 | |
Term Loan due in March 2023 | Non-recourse debt | LIBOR | Line of credit | Aggregation facility, March 2023 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Basis spread on variable rate, year four | 2.75% | |
Subordinated debt | Non-recourse debt | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 550,777,000 | $ 513,938,000 |
Subordinated debt | Non-recourse debt | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.78% | 6.93% |
Subordinated debt | Non-recourse debt | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.65% | 10.80% |
Subordinated debt | Non-recourse debt | Aggregation facility, March 2023 | Minimum | ||
Debt Instrument [Line Items] | ||
Prepayment penalty percent | 0.00% | |
Subordinated debt | Non-recourse debt | Aggregation facility, March 2023 | Maximum | ||
Debt Instrument [Line Items] | ||
Prepayment penalty percent | 100.00% | |
Subordinated debt | Non-recourse debt | LIBOR | Aggregation facility, March 2023 | ||
Debt Instrument [Line Items] | ||
Facility available period | 3 years | |
Subordinated debt | Non-recourse debt | LIBOR | Line of credit | Aggregation facility, March 2023 | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 5.00% | |
Basis spread on variable rate, year four | 6.50% | |
Bank Term Loan due April 2022 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 16,000,000 | |
Interest rate | 4.50% | |
Bank Term Loan due September 2022 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 13,200,000 | |
Bank Term Loan due September 2022 | Non-recourse debt | LIBOR | Subsidiary | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.25% | |
Bank Term Loan due January 2030 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 126,200,000 | |
Interest rate | 10.50% | |
Bank Term Loan due July 2030 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 63,800,000 | |
Interest rate | 6.75% | |
Bank Term Loan due July 2030 | Non-recourse debt | Minimum | Subsidiary | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.00% | |
Bank Term Loan due July 2030 | Non-recourse debt | Maximum | Subsidiary | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.25% | |
Bank Term Loan due July 2027 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 9,400,000 | |
Interest rate | 5.61% | |
Bank Term Loan due November 2025 | Non-recourse debt | Subsidiary | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 130,000,000 | |
Bank Term Loan due November 2025 | Non-recourse debt | LIBOR | Subsidiary | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 6.75% | |
Bank Term Loan due November 2025 | Non-recourse debt | LIBOR Floor Rate | Subsidiary | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Bank Loan due March 2024 | Non-recourse debt | Senior secured revolving letter of credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 134,000,000 | |
Loan outstanding balance | $ 101,000,000 | |
Bank Loan due March 2024 | Non-recourse debt | LIBOR | Senior secured revolving letter of credit facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
Securitization debt | Non-recourse debt | Subsidiary one | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 83,100,000 | |
Secured borrowings assets carrying amount | $ 155,600,000 | $ 157,600,000 |
Debt instrument discount rate | 0.08% | |
Securitization debt | Non-recourse debt | Subsidiary two | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 298,700,000 | |
Debt instrument discount rate | 1.47% | |
Securitization debt | Non-recourse debt | Subsidiary three | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 184,300,000 | |
Debt instrument discount rate | 0.01% | |
Securitization debt | Non-recourse debt | Subsidiary four | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 302,500,000 | |
Debt instrument discount rate | 0.05% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)derivative_instrument | Mar. 31, 2019USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Net (loss) gain on derivatives, tax | $ 26.4 | $ 6.1 |
Derivatives, Fair Value [Line Items] | ||
Derivative, undesignated, number of instruments held | derivative_instrument | 0 | |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Additional amount to be classified as an increase to interest expense during next 12 months | $ 12.4 |
Derivatives - Offsetting Arrang
Derivatives - Offsetting Arrangements (Loss) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Derivative asset, fair market value | $ 0 | $ 683 |
Derivative asset, gross amounts offset | 0 | (615) |
Derivative Assets, net amounts of assets | 0 | 68 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | (162,727) | (64,361) |
Derivative liability, gross amounts offset | 0 | 615 |
Derivative liabilities, net amounts of liabilities | (162,727) | (63,746) |
Derivative, net, gross amounts of assets/liabilities | (162,727) | (63,678) |
Derivative assets, net amounts of assets/liabilities | $ (162,727) | $ (63,678) |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Instruments (Details) $ in Thousands | Mar. 31, 2020USD ($)Instrument | Dec. 31, 2019USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Adjusted Net Fair Market Value | $ (162,727) | $ (63,678) |
Interest rate swap, 10/31/2031 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 23,125 | |
Adjusted Net Fair Market Value | (1,269) | |
Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 1,170,288 | |
Adjusted Net Fair Market Value | $ (162,727) | |
Interest rate swaps | Interest rate swap, 8/31/2022 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 1 | |
Notional Amount | $ 11,103 | |
Adjusted Net Fair Market Value | $ (242) | |
Interest rate swaps | Interest rate swap, 8/31/2022 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.27% | |
Interest rate swaps | Interest rate swap, 8/31/2022 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.29% | |
Interest rate swaps | Interest rate swap, 4/30/2014 - 10/20/2024 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 8 | |
Notional Amount | $ 278,986 | |
Adjusted Net Fair Market Value | $ (20,303) | |
Interest rate swaps | Interest rate swap, 4/30/2014 - 10/20/2024 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.16% | |
Interest rate swaps | Interest rate swap, 4/30/2014 - 10/20/2024 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.39% | |
Interest rate swaps | Interest rate swap, 10/30/2026 - 10/31/2026 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 3 | |
Notional Amount | $ 102,720 | |
Adjusted Net Fair Market Value | $ (13,858) | |
Interest rate swaps | Interest rate swap, 10/30/2026 - 10/31/2026 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.89% | |
Interest rate swaps | Interest rate swap, 10/30/2026 - 10/31/2026 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 3.08% | |
Interest rate swaps | Interest rate swap, 4/30/2017 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 2 | |
Notional Amount | $ 19,347 | |
Adjusted Net Fair Market Value | $ (1,048) | |
Interest rate swaps | Interest rate swap, 4/30/2017 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.89% | |
Interest rate swaps | Interest rate swap, 4/30/2017 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.90% | |
Interest rate swaps | Interest rate swap, 10/31/2031 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 2 | |
Interest rate swaps | Interest rate swap, 10/31/2031 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.44% | |
Interest rate swaps | Interest rate swap, 10/31/2031 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 1.50% | |
Interest rate swaps | Interest rate swap, 4/30/2034 - 10/31/2034 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 4 | |
Notional Amount | $ 243,655 | |
Adjusted Net Fair Market Value | $ (48,121) | |
Interest rate swaps | Interest rate swap, 4/30/2034 - 10/31/2034 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.62% | |
Interest rate swaps | Interest rate swap, 4/30/2034 - 10/31/2034 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.78% | |
Interest rate swaps | Interest rate swap, 4/30/2035 - 10/31/2035 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 8 | |
Notional Amount | $ 275,561 | |
Adjusted Net Fair Market Value | $ (35,218) | |
Interest rate swaps | Interest rate swap, 4/30/2035 - 10/31/2035 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.56% | |
Interest rate swaps | Interest rate swap, 4/30/2035 - 10/31/2035 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 2.95% | |
Interest rate swaps | Interest rate swap, 10/31/2036 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 1 | |
Hedge Interest Rates | 2.95% | |
Notional Amount | $ 14,656 | |
Adjusted Net Fair Market Value | $ (1,799) | |
Interest rate swaps | Interest rate swap, 4/30/2037 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 3 | |
Notional Amount | $ 100,000 | |
Adjusted Net Fair Market Value | $ (24,503) | |
Interest rate swaps | Interest rate swap, 4/30/2037 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 3.28% | |
Interest rate swaps | Interest rate swap, 4/30/2037 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 3.30% | |
Interest rate swaps | Interest rate swap, 1/31/2038 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Quantity | Instrument | 3 | |
Notional Amount | $ 101,135 | |
Adjusted Net Fair Market Value | $ (16,366) | |
Interest rate swaps | Interest rate swap, 1/31/2038 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 3.01% | |
Interest rate swaps | Interest rate swap, 1/31/2038 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Hedge Interest Rates | 3.16% |
Pass-through Financing Obliga_2
Pass-through Financing Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Property Subject to or Available for Operating Lease [Line Items] | ||
Customer agreement, initial term | 22 years | |
Minimum | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Customer agreement, initial term | 20 years | |
Maximum | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Customer agreement, initial term | 25 years | |
Solar energy systems under lease pass-through fund arrangements | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 657.5 | $ 657.9 |
Depreciation on lease | $ 101.8 | $ 95.9 |
Solar energy systems under lease pass-through fund arrangements | Minimum | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems, initial term | 20 years | |
Solar energy systems under lease pass-through fund arrangements | Maximum | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems, initial term | 22 years |
VIE Arrangements - Carrying Amo
VIE Arrangements - Carrying Amounts and Classification of the VIEs' Assets and Liabilities Included in the Consolidated Balance Sheets (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020USD ($)InvestmentFundfund | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Current assets: | |||||
Cash | $ 286,418 | $ 269,577 | $ 245,604 | $ 226,625 | |
Restricted cash | 79,682 | 93,504 | |||
Accounts receivable, net | 65,509 | 77,728 | |||
Inventories | 257,614 | 260,571 | |||
Prepaid expenses and other current assets | 10,813 | 25,984 | |||
Total current assets | 707,816 | 733,830 | |||
Solar energy systems, net | 4,644,044 | 4,492,615 | |||
Other assets | 420,350 | 408,403 | |||
Total assets | [1] | 5,938,507 | 5,806,341 | ||
Current liabilities: | |||||
Accounts payable | 159,791 | 223,356 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 17,766 | 16,062 | |||
Accrued expenses and other liabilities | 118,869 | 148,497 | |||
Deferred revenue, current portion | 78,419 | 77,643 | |||
Deferred grants, current portion | 8,089 | 8,093 | |||
Non-recourse debt, current portion | 71,508 | 35,348 | |||
Total current liabilities | 474,757 | 530,094 | |||
Deferred revenue, net of current portion | 660,309 | 651,856 | |||
Deferred grants, net of current portion | 217,692 | 218,568 | |||
Non-recourse debt, net of current portion | 2,128,840 | 1,980,107 | |||
Other liabilities | 229,052 | 141,401 | |||
Total liabilities | [1] | $ 4,324,150 | 4,168,344 | ||
Number of pass-through Fund arrangements | InvestmentFund | 3 | ||||
Variable Interest Entities | |||||
Current assets: | |||||
Cash | $ 178,982 | 133,362 | |||
Restricted cash | 7,370 | 2,746 | |||
Accounts receivable, net | 25,927 | 21,956 | |||
Inventories | 110,594 | 15,721 | |||
Prepaid expenses and other current assets | 1,497 | 554 | |||
Total current assets | 324,370 | 174,339 | |||
Solar energy systems, net | 3,415,118 | 3,259,712 | |||
Other assets | 94,074 | 87,151 | |||
Total assets | 3,833,562 | 3,521,202 | |||
Current liabilities: | |||||
Accounts payable | 13,758 | 11,531 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 17,716 | 16,012 | |||
Accrued expenses and other liabilities | 9,977 | 10,740 | |||
Deferred revenue, current portion | 39,646 | 38,265 | |||
Deferred grants, current portion | 1,011 | 1,011 | |||
Non-recourse debt, current portion | 40,587 | 4,901 | |||
Total current liabilities | 122,695 | 82,460 | |||
Deferred revenue, net of current portion | 458,419 | 443,873 | |||
Deferred grants, net of current portion | 26,765 | 27,023 | |||
Non-recourse debt, net of current portion | 251,211 | 201,575 | |||
Other liabilities | 38,717 | 19,633 | |||
Total liabilities | $ 897,807 | $ 774,564 | |||
Number of pass-through Fund arrangements | fund | 6 | ||||
[1] | The Company’s consolidated assets as of March 31, 2020 and December 31, 2019 include $3,833,562 and $3,521,202, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, as of March 31, 2020 and December 31, 2019 of $3,415,118 and $3,259,712, respectively; cash as of March 31, 2020 and December 31, 2019 of $178,982 and $133,362, respectively; restricted cash as of March 31, 2020 and December 31, 2019 of $7,370 and $2,746, respectively; accounts receivable, net as of March 31, 2020 and December 31, 2019 of $25,927 and $21,956, respectively; inventories as of March 31, 2020 and December 31, 2019 of $110,594 and 15,721, respectively; prepaid expenses and other current assets as of March 31, 2020 and December 31, 2019 of $1,497 and $554, respectively; and other assets as of March 31, 2020 and December 31, 2019 of $94,074 and $87,151, respectively. The Company’s consolidated liabilities as of March 31, 2020 and December 31, 2019 include $897,807 and $774,564, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2020 and December 31, 2019 of $13,758 and $11,531, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2020 and December 31, 2019 of $17,716 and $16,012, respectively; accrued expenses and other current liabilities as of March 31, 2020 and December 31, 2019 of $9,977 and $10,740, respectively; deferred revenue as of March 31, 2020 and December 31, 2019 of $498,065 and $482,138, respectively; deferred grants as of March 31, 2020 and December 31, 2019 of $27,776 and $28,034, respectively; non-recourse debt as of March 31, 2020 and December 31, 2019 of $291,798 and $206,476, respectively; and other liabilities as of March 31, 2020 and December 31, 2019 of $38,717 and $19,633, respectively. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests and Equity (Details) | Mar. 31, 2020fund |
Equity [Abstract] | |
Number of funds, carrying value adjusted to redemption value | 9 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 10,784 | |
Granted (in shares) | 1,086 | |
Exercised (in shares) | (1,009) | |
Cancelled (in shares) | (162) | |
Outstanding, ending balance (in shares) | 10,699 | 10,784 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 7.38 | |
Granted (in dollars per share) | 9.96 | |
Exercised (in dollars per share) | 5.88 | |
Cancelled (in dollars per share) | 9 | |
Outstanding, ending balance (in dollars per share) | $ 7.75 | $ 7.38 |
Weighted-average remaining contractual life, options outstanding | 6 years 9 months 18 days | 6 years 6 months 7 days |
Aggregate intrinsic value, options outstanding | $ 33,024 | $ 71,745 |
Options vested and exercisable (in shares) | 6,922 | |
Options vested and exercisable (in dollars per share) | $ 6.52 | |
Weighted-average remaining contractual life, options vested and exercisable | 5 years 9 months 18 days | |
Aggregate intrinsic value, options vested and exercisable | $ 26,557 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Activity for All Restricted Stock Units ("RSUs") (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Awards | |
Unvested, beginning balance (in shares) | shares | 3,943 |
Granted (in shares) | shares | 1,747 |
Issued (in shares) | shares | (663) |
Cancelled / forfeited (in shares) | shares | (184) |
Unvested, ending balance (in shares) | shares | 4,843 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 11.42 |
Granted (in dollars per share) | $ / shares | 10.30 |
Issued (in dollars per share) | $ / shares | 10.88 |
Cancelled / forfeited (in dollars per share) | $ / shares | 10.17 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 11.14 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | |
May 30, 2017USD ($)purchase_periodshares | Mar. 31, 2020USD ($) | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards recorded in accrued expenses and other liabilities | $ 12,100,000 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
ESPP offering period | 24 months | |
Number of purchase periods | purchase_period | 4 | |
Maximum percentage in payroll deductions to acquire shares of common stock | 15.00% | |
Maximum deductible fair market value of shares available for employee to purchase per calendar year | $ 25,000 | |
Maximum number of shares available for employee to purchase per offering period (in shares) | shares | 10,000 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | $ 18,945 | $ 5,783 |
Cost of customer agreements and incentives | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 1,946 | 632 |
Cost of solar energy systems and product sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 673 | 167 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 3,478 | 1,128 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 1,075 | 336 |
General and administration | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | $ 11,773 | $ 3,520 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rates | 2.90% | 3.70% | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Income tax benefit from tax holiday | $ 0.3 | $ 1.3 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||
Letters of credit outstanding, amount | $ 17.5 | $ 20.1 |
Purchase commitment | $ 132.1 | |
Letter of Credit | Minimum | ||
Other Commitments [Line Items] | ||
Letter of credit, fee percentage | 2.13% | 1.25% |
Letter of Credit | Maximum | ||
Other Commitments [Line Items] | ||
Letter of credit, fee percentage | 3.25% | 3.25% |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finance lease cost: | ||
Finance lease cost, amortization of right-of-use assets | $ 2,657 | $ 3,484 |
Finance lease cost, interest on lease liabilities | 217 | 239 |
Operating lease cost | 3,126 | 2,879 |
Short-term lease cost | 120 | 524 |
Variable lease cost | 810 | 877 |
Sublease income | (160) | (156) |
Total lease cost | $ 6,770 | $ 7,847 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 2,575 | $ 2,567 | |
Operating cash flows from finance leases | 221 | 201 | |
Financing cash flows from finance leases | 2,953 | 3,060 | |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 32 | 20,395 | |
Finance leases | $ 180 | $ 3,566 | |
Weighted average remaining lease term (years): | |||
Weighted average remaining lease term (years), operating leases | 4 years 11 months 26 days | 5 years 6 months 18 days | |
Weighted average remaining lease term (years), finance leases | 2 years 8 months 12 days | 2 years 10 months 24 days | |
Weighted average discount rate: | |||
Weighted average discount rate, operating leases | 5.50% | 5.20% | |
Weighted average discount rate, finance leases | 4.20% | 4.30% |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Operating leases, 2020 | $ 12,586 | |
Operating leases, 2021 | 10,991 | |
Operating leases, 2022 | 9,289 | |
Operating leases, 2023 | 8,189 | |
Operating leases, 2025 | 3,346 | |
Operating leases, thereafter | 7,330 | |
Operating leases, future lease payments | 51,731 | |
Operating leases, amount representing interest | 6,666 | |
Operating leases, present value of future payments | 45,065 | |
Operating leases, tenant incentives | 273 | |
Operating leases, net present value of future payments | 44,792 | |
Operating leases, current portion | 10,440 | |
Operating lease, long-term portion | 34,352 | |
Sublease Income | ||
Sublease Income, 2020 | 825 | |
Sublease Income, 2021 | 439 | |
Sublease Income, 2022 | 0 | |
Sublease Income, 2023 | 0 | |
Sublease Income, 2024 | 0 | |
Sublease Income, thereafter | 0 | |
Sublease Income, future lease payments | 1,264 | |
Net Operating Leases | ||
Net operating leases, 2020 | 11,761 | |
Net operating leases, 2021 | 10,552 | |
Net operating leases, 2022 | 9,289 | |
Net operating leases, 2023 | 8,189 | |
Net operating leases, 2024 | 3,346 | |
Net operating leases, thereafter | 7,330 | |
Net operating leases, future lease payments | 50,467 | |
Operating leases, future lease payments | 6,666 | |
Net operating leases, present value of future payments | 43,801 | |
Net operating leases, tenant incentives | 273 | |
Net operating leases, net present value of future payments | 43,528 | |
Net operating leases, revised, current portion | 10,440 | |
Net operating leases, revised, noncurrent portion | 33,088 | |
Finance Leases | ||
Finance leases, 2020 | 9,802 | |
Finance leases, 2021 | 6,970 | |
Finance leases, 2022 | 3,900 | |
Finance leases, 2023 | 516 | |
Finance leases, 2024 | 33 | |
Finance leases, thereafter | 1 | |
Finance leases, future lease payments | 21,222 | |
Finance leases, present value of future payments | 1,050 | |
Finance leases, present value of future payments | 20,172 | |
Finance lease obligations, current portion | 9,167 | $ 10,064 |
Finance lease obligations, net of current portion | $ 11,005 | $ 12,895 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (27,959) | $ (13,862) |
Denominator: | ||
Weighted average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 119,220 | 113,912 |
Weighted average effect of potentially dilutive shares to purchase common stock (in shares) | 0 | 0 |
Weighted average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 119,220 | 113,912 |
Net loss per share attributable to common stockholders | ||
Basic (in dollars per share) | $ (0.23) | $ (0.12) |
Diluted (in dollars per share) | $ (0.23) | $ (0.12) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Shares Excluded From Computation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share (in shares) | 4,618 | 2,793 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share (in shares) | 2,616 | 1,313 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share (in shares) | 2,002 | 1,480 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 95,094 | $ 95,094 | |
Contingent consideration | $ 9,600 | ||
Omni Energy, LLC | |||
Business Acquisition [Line Items] | |||
Purchase consideration for assets acquired | $ 23,500 | ||
Payments to acquire assets and liabilities | 2,700 | ||
Contingent consideration | 20,800 | ||
Contingent consideration, estimated range of outcomes, lower value | 17,700 | ||
Contingent consideration, estimated range of outcomes, higher value | 28,900 | ||
Goodwill | 9,300 | ||
Omni Energy, LLC | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | $ 14,200 | ||
Finite-lived intangibles, useful life | 5 years |
Uncategorized Items - run-20200
Label | Element | Value |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,228,000) |