Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.0001 par value per share | |
Trading Symbol | RUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 203,929,716 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001469367 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 649,493 | $ 519,965 | |
Restricted cash | 163,792 | 188,095 | |
Accounts receivable (net of allowances for credit losses of $6,015 and $4,861 as of March 31, 2021 and December 31, 2020, respectively) | 125,499 | 95,141 | |
Inventories | 289,772 | 283,045 | |
Prepaid expenses and other current assets | 40,098 | 51,483 | |
Total current assets | 1,268,654 | 1,137,729 | |
Restricted cash | 148 | 148 | |
Property and equipment, net | 58,168 | 62,182 | |
Intangible assets, net | 17,109 | 18,262 | |
Goodwill | 4,280,169 | 4,280,169 | |
Other assets | 801,270 | 681,665 | |
Total assets | [1] | 14,885,961 | 14,382,943 |
Current liabilities: | |||
Accounts payable | 212,230 | 207,441 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 27,726 | 28,627 | |
Accrued expenses and other liabilities | 312,566 | 325,614 | |
Deferred revenue, current portion | 106,749 | 108,452 | |
Deferred grants, current portion | 8,238 | 8,251 | |
Finance lease obligations, current portion | 10,707 | 11,037 | |
Non-recourse debt, current portion | 103,498 | 195,036 | |
Pass-through financing obligation, current portion | 17,121 | 16,898 | |
Total current liabilities | 798,835 | 901,356 | |
Deferred revenue, net of current portion | 700,382 | 690,824 | |
Deferred grants, net of current portion | 210,863 | 213,269 | |
Finance lease obligations, net of current portion | 11,185 | 12,929 | |
Convertible senior notes | 388,960 | 0 | |
Recourse debt | 180,197 | 230,660 | |
Non-recourse debt, net of current portion | 4,601,570 | 4,370,449 | |
Pass-through financing obligation, net of current portion | 322,110 | 323,496 | |
Other liabilities | 193,168 | 268,684 | |
Deferred tax liabilities | 86,095 | 81,905 | |
Total liabilities | [1] | 7,493,365 | 7,093,572 |
Commitments and contingencies (Note 15) | |||
Redeemable noncontrolling interests | 536,294 | 560,461 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of March 31, 2021 and December 31, 2020; no shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of March 31, 2021 and December 31, 2020; issued and outstanding, 203,562 and 201,406 shares as of March 31, 2021 and December 31, 2020, respectively | 20 | 20 | |
Additional paid-in capital | 6,169,247 | 6,107,802 | |
Accumulated other comprehensive loss | (56,762) | (106,755) | |
Retained earnings | 53,055 | 76,844 | |
Total stockholders’ equity | 6,165,560 | 6,077,911 | |
Noncontrolling interests | 690,742 | 650,999 | |
Total equity | 6,856,302 | 6,728,910 | |
Total liabilities, redeemable noncontrolling interests and total equity | 14,885,961 | 14,382,943 | |
Solar energy systems, net | |||
Current assets: | |||
Property and equipment, net | $ 8,460,443 | $ 8,202,788 | |
[1] | The Company’s consolidated assets as of March 31, 2021 and December 31, 2020 include $7,574,849 and $7,190,866, 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, 2021 and December 31, 2020 of $7,038,553 and $6,748,127, respectively; cash as of March 31, 2021 and December 31, 2020 of $246,928 and $219,502, respectively; restricted cash as of March 31, 2021 and December 31, 2020 of $45,877 and $34,559, respectively; accounts receivable, net as of March 31, 2021 and December 31, 2020 of $51,552 and $35,152, respectively; inventories as of March 31, 2021 and December 31, 2020 of $40,843 and 23,306, respectively; prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 of $582 and $2,629, respectively; and other assets as of March 31, 2021 and December 31, 2020 of $150,514 and $127,591, respectively. The Company’s consolidated liabilities as of March 31, 2021 and December 31, 2020 include $2,017,294 and $1,857,967, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2021 and December 31, 2020 of $20,124 and $15,609, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2021 and December 31, 2020 of $27,676 and $28,577, respectively; accrued expenses and other current liabilities as of March 31, 2021 and December 31, 2020 of $24,324 and $24,660, respectively; deferred revenue as of March 31, 2021 and December 31, 2020 of $552,553 and $538,067, respectively; deferred grants as of March 31, 2021 and December 31, 2020 of $26,594 and $26,898, respectively; non-recourse debt as of March 31, 2021 and December 31, 2020 of $1,342,007 and $1,192,411, respectively; and other liabilities as of March 31, 2021 and December 31, 2020 of $24,016 and $31,745, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | $ 6,015 | $ 4,861 | |
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 usd 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) | 203,562,000 | 201,406,000 | |
Common stock, shares outstanding (in shares) | 203,562,000 | 201,406,000 | |
Total assets | [1] | $ 14,885,961 | $ 14,382,943 |
Property and equipment, net | 58,168 | 62,182 | |
Cash | 649,493 | 519,965 | |
Restricted cash | 163,792 | 188,095 | |
Accounts receivable, net | 125,499 | 95,141 | |
Inventories | 289,772 | 283,045 | |
Prepaid expenses and other current assets | 40,098 | 51,483 | |
Other assets | 801,270 | 681,665 | |
Total liabilities | [1] | 7,493,365 | 7,093,572 |
Accounts payable | 212,230 | 207,441 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 27,726 | 28,627 | |
Accrued expenses and other liabilities | 312,566 | 325,614 | |
Deferred revenue | 807,131 | 799,276 | |
Total debt, net | 5,274,225 | 4,796,145 | |
Other liabilities | 193,168 | 268,684 | |
Solar energy systems, net | |||
Property and equipment, net | 8,460,443 | 8,202,788 | |
Variable Interest Entities | |||
Total assets | 7,574,849 | 7,190,866 | |
Cash | 246,928 | 219,502 | |
Restricted cash | 45,877 | 34,559 | |
Accounts receivable, net | 51,552 | 35,152 | |
Inventories | 40,843 | 23,306 | |
Prepaid expenses and other current assets | 582 | 2,629 | |
Other assets | 150,514 | 127,591 | |
Total liabilities | 2,017,294 | 1,857,967 | |
Accounts payable | 20,124 | 15,609 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 27,676 | 28,577 | |
Accrued expenses and other liabilities | 24,324 | 24,660 | |
Deferred revenue | 552,553 | 538,067 | |
Deferred grants | 26,594 | 26,898 | |
Total debt, net | 1,342,007 | 1,192,411 | |
Other liabilities | 24,016 | 31,745 | |
Variable Interest Entities | Solar energy systems, net | |||
Property and equipment, net | $ 7,038,553 | $ 6,748,127 | |
[1] | The Company’s consolidated assets as of March 31, 2021 and December 31, 2020 include $7,574,849 and $7,190,866, 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, 2021 and December 31, 2020 of $7,038,553 and $6,748,127, respectively; cash as of March 31, 2021 and December 31, 2020 of $246,928 and $219,502, respectively; restricted cash as of March 31, 2021 and December 31, 2020 of $45,877 and $34,559, respectively; accounts receivable, net as of March 31, 2021 and December 31, 2020 of $51,552 and $35,152, respectively; inventories as of March 31, 2021 and December 31, 2020 of $40,843 and 23,306, respectively; prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 of $582 and $2,629, respectively; and other assets as of March 31, 2021 and December 31, 2020 of $150,514 and $127,591, respectively. The Company’s consolidated liabilities as of March 31, 2021 and December 31, 2020 include $2,017,294 and $1,857,967, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2021 and December 31, 2020 of $20,124 and $15,609, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2021 and December 31, 2020 of $27,676 and $28,577, respectively; accrued expenses and other current liabilities as of March 31, 2021 and December 31, 2020 of $24,324 and $24,660, respectively; deferred revenue as of March 31, 2021 and December 31, 2020 of $552,553 and $538,067, respectively; deferred grants as of March 31, 2021 and December 31, 2020 of $26,594 and $26,898, respectively; non-recourse debt as of March 31, 2021 and December 31, 2020 of $1,342,007 and $1,192,411, respectively; and other liabilities as of March 31, 2021 and December 31, 2020 of $24,016 and $31,745, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Total revenue | $ 334,794 | $ 210,731 |
Operating expenses: | ||
Sales and marketing | 126,113 | 70,270 |
Research and development | 5,872 | 4,046 |
General and administrative | 85,630 | 28,074 |
Amortization of intangible assets | 1,345 | 1,483 |
Total operating expenses | 513,319 | 273,748 |
Loss from operations | (178,525) | (63,017) |
Interest expense, net | (74,270) | (49,924) |
Other income, net | 34,347 | 50 |
Loss before income taxes | (218,448) | (112,891) |
Income tax benefit | (14,126) | (3,342) |
Net loss | (204,322) | (109,549) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (180,533) | (81,590) |
Net loss attributable to common stockholders | $ (23,789) | $ (27,959) |
Net loss per share attributable to common stockholders | ||
Basic (in dollars per share) | $ (0.12) | $ (0.23) |
Diluted (in dollars per share) | $ (0.12) | $ (0.23) |
Weighted average shares used to compute net loss per share attributable to common stockholders | ||
Basic (in shares) | 202,562 | 119,220 |
Diluted (in shares) | 202,562 | 119,220 |
Customer agreements and incentives | ||
Revenue: | ||
Total revenue | $ 174,596 | $ 99,124 |
Operating expenses: | ||
Costs | 160,277 | 78,277 |
Solar energy systems and product sales | ||
Revenue: | ||
Total revenue | 160,198 | 111,607 |
Operating expenses: | ||
Costs | $ 134,082 | $ 91,598 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss attributable to common stockholders | $ (23,789) | $ (27,959) |
Unrealized gain (loss) on derivatives, net of income taxes | 47,133 | (72,543) |
Adjustment for net loss on derivatives recognized into earnings, net of income taxes | 2,860 | 245 |
Other comprehensive income (loss) | 49,993 | (72,298) |
Comprehensive income (loss) | $ 26,204 | $ (100,257) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interests and Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders' Equity | Noncontrolling Interests | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentRetained Earnings | Cumulative Effect, Period of Adoption, AdjustmentTotal Stockholders' Equity |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 118,451 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 306,565 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 120,123 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 1,331,432 | $ 12 | $ 766,006 | $ (52,753) | $ 251,466 | $ 964,731 | $ 366,701 | $ (1,228) | $ (1,228) | $ (1,228) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 1,009 | ||||||||||
Exercise of stock options | 5,949 | 5,949 | 5,949 | ||||||||
Issuance of restricted stock units (in shares) | 663 | ||||||||||
Issuance of restricted stock units | (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) income | (74,857) | (34,692) | (27,959) | (27,959) | (46,898) | ||||||
Other comprehensive income, net of taxes | (72,298) | (72,298) | (72,298) | ||||||||
Ending balance at Mar. 31, 2020 | 415,693 | ||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 120,123 | ||||||||||
Ending balance at Mar. 31, 2020 | 1,198,664 | $ 12 | 775,233 | (125,051) | 222,279 | 872,473 | 326,191 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 120,123 | ||||||||||
Beginning balance (in shares) | 201,406 | ||||||||||
Beginning balance at Dec. 31, 2020 | 560,461 | 560,461 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 203,562 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 6,728,910 | $ 20 | 6,107,802 | (106,755) | 76,844 | 6,077,911 | 650,999 | $ (1,731) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 898 | 898 | |||||||||
Exercise of stock options | $ 8,541 | 8,541 | 8,541 | ||||||||
Issuance of restricted stock units (in shares) | 1,258 | ||||||||||
Issuance of restricted stock units | 0 | $ 0 | 0 | ||||||||
Stock-based compensation | 80,632 | 80,632 | 80,632 | ||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 271,384 | (23,691) | 271,384 | ||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (30,943) | (16,069) | (30,943) | ||||||||
Net (loss) income | (224,487) | 20,165 | (23,789) | (23,789) | (200,698) | ||||||
Capped call transaction | (28,000) | (28,000) | (28,000) | ||||||||
Acquisition of noncontrolling interests | 272 | (4,572) | 272 | 272 | |||||||
Other comprehensive income, net of taxes | 49,993 | 49,993 | 49,993 | ||||||||
Ending balance at Mar. 31, 2021 | 536,294 | $ 536,294 | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 203,562 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 6,856,302 | $ 20 | $ 6,169,247 | $ (56,762) | $ 53,055 | $ 6,165,560 | $ 690,742 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 203,562 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net loss | $ (204,322) | $ (109,549) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization, net of amortization of deferred grants | 91,955 | 51,021 |
Deferred income taxes | (14,126) | (3,342) |
Stock-based compensation expense | 78,029 | 7,309 |
Bonus liability converted to RSUs | 0 | 11,636 |
Interest on pass-through financing obligations | 5,394 | 5,877 |
Reduction in pass-through financing obligations | (10,219) | (9,689) |
Other noncash items | (28,451) | 11,442 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (32,311) | 11,044 |
Inventories | (6,727) | 2,957 |
Prepaid and other assets | (88,469) | 1,115 |
Accounts payable | 1,479 | (55,604) |
Accrued expenses and other liabilities | 14,113 | (51,667) |
Deferred revenue | 8,008 | 10,565 |
Net cash used in operating activities | (185,647) | (116,885) |
Investing activities: | ||
Payments for the costs of solar energy systems | (357,012) | (207,360) |
Purchases of property and equipment, net | (39) | (3,105) |
Net cash used in investing activities | (357,051) | (210,465) |
Financing activities: | ||
Payment of debt fees | (15,360) | 0 |
Proceeds from pass-through financing and other obligations | 2,486 | 1,762 |
Payment of finance lease obligations | (3,087) | (2,953) |
Contributions received from noncontrolling interests and redeemable noncontrolling interests | 247,693 | 170,904 |
Distributions paid to noncontrolling interests and redeemable noncontrolling interests | (47,913) | (18,992) |
Acquisition of noncontrolling interest | (4,195) | 0 |
Net proceeds related to stock-based award activities | 8,541 | 2,419 |
Net cash provided by financing activities | 647,923 | 330,369 |
Net change in cash and restricted cash | 105,225 | 3,019 |
Cash and restricted cash, beginning of period | 708,208 | 363,229 |
Cash and restricted cash, end of period | 813,433 | 366,248 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 55,910 | 28,435 |
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 | 60,770 | 43,664 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 1,090 | 180 |
Recourse debt | ||
Financing activities: | ||
Proceeds from issuance of debt | 579,694 | 43,475 |
Repayment of debt | (258,160) | (45,000) |
Non-recourse debt | ||
Financing activities: | ||
Proceeds from issuance of debt | 431,633 | 191,751 |
Repayment of debt | $ (293,409) | $ (12,997) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 | |
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, 2020. 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. Beginning October 8, 2020, the Company's consolidated subsidiaries also included Vivint Solar, Inc. ("Vivint Solar"). 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 fair value of assets acquired and liabilities assumed in a business combination, 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. 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 (including, but not limited to homeowners) for each group of similar products and services is as follows (in thousands): Three Months Ended March 31, 2021 2020 Customer agreements $ 157,830 $ 94,253 Incentives 16,766 4,871 Customer agreements and incentives 174,596 99,124 Solar energy systems 89,050 71,277 Products 71,148 40,330 Solar energy systems and product sales 160,198 111,607 Total revenue $ 334,794 $ 210,731 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, 2021 2020 Beginning of period: Cash $ 519,965 $ 269,577 Restricted cash, current and long-term 188,243 93,652 Total $ 708,208 $ 363,229 End of period: Cash $ 649,493 $ 286,418 Restricted cash, current and long-term 163,940 79,830 Total $ 813,433 $ 366,248 As a result of the acquisition of Vivint Solar on October 8, 2020, cash and restricted cash increased by $537.2 million. 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. Accounts receivable, net, consists of the following (in thousands): March 31, 2021 December 31, 2020 Customer receivables $ 125,583 $ 97,723 Other receivables 1,766 710 Rebates receivable 4,165 1,569 Allowance for credit losses (6,015) (4,861) Total $ 125,499 $ 95,141 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 $729.5 million as of December 31, 2019. Deferred revenue consists of the following (in thousands): March 31, 2021 December 31, 2020 Under Customer Agreements: Payments received, net $ 616,085 $ 614,906 Financing component balance 53,541 51,835 669,626 666,741 Under SREC contracts: Payments received, net 130,603 126,793 Financing component balance 6,902 5,742 137,505 132,535 Total $ 807,131 $ 799,276 In the three months ended March 31, 2021 and 2020, the Company recognized revenue of $18.8 million and $17.4 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 $11.3 million as of March 31, 2021, 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 energy 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. For Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity generated by the system, and for which the Company’s obligation is to provide continuous access to a functioning solar energy system, the Company recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of the Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew on an annual basis. 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 or upon reporting of the electricity generation. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are recognized in the period a solar energy 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, revenue is recognized when the solar energy system passes inspection by the authority having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company has met the performance obligation in the contract. For solar energy system sales that include delivery obligations up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at PTO. The Company’s installation Projects are typically completed in less than twelve months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers, roof repair, fees for extended services on solar energy systems sold to customers and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment, or as services are delivered. 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, 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 $1.7 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. Accounting standards adopted January 1, 2021: In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by reference rate reform. This ASU is effective upon issuance and can generally be applied through December 31, 2022. The Company adopted ASU 2019-12 effective January 1, 2021, and there was no impact to its consolidated financial statements. 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. The Company adopted ASU 2019-12 effective January 1, 2021, and there was no impact to its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) , simplifies the accounting for convertible instruments and the application of the derivatives scope exception for contracts in an entity’s own equity. This ASU is effective for fiscal periods beginning after December 15, 2021. The Company adopted ASU 2020-06 effective January 1, 2021, and applied this guidance to the convertible senior notes issued in January 2021, see Note 8 Indebtedness , which allowed the Company to account for the notes and their underlying conversion feature as a liability. There was no other impact to the Company’s consolidated financial statements as a result of this adoption. 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 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement At March 31, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Recourse debt $ 569,156 $ 531,180 $ 230,660 $ 230,660 Senior debt 1,658,889 1,663,238 1,722,730 1,733,767 Subordinated debt 959,565 975,368 934,386 958,880 Securitization debt 2,086,615 2,164,149 1,908,369 2,012,283 Total $ 5,274,225 $ 5,333,935 $ 4,796,145 $ 4,935,590 At March 31, 2021 and December 31, 2020, the fair value of certain recourse debt and certain senior, subordinated and securitization loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At March 31, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 32,019 $ — $ 32,019 Total $ — $ 32,019 $ — $ 32,019 Derivative liabilities: Interest rate swaps $ — $ 102,220 $ — $ 102,220 Total $ — $ 102,220 $ — $ 102,220 Contingent consideration: Contingent consideration $ — $ — $ 3,453 $ 3,453 Total $ — $ — $ 3,453 $ 3,453 December 31, 2020 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 5,218 $ — $ 5,218 Total $ — $ 5,218 $ — $ 5,218 Derivative liabilities: Interest rate swaps $ — $ 175,444 $ — $ 175,444 Total $ — $ 175,444 $ — $ 175,444 Contingent consideration: Contingent consideration: $ — $ — $ 4,653 $ 4,653 Total $ — $ — $ 4,653 $ 4,653 The above balances are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets, except for $0.1 million as of December 31, 2020, which is recorded in prepaid and other assets and except for $24.7 million and $23.9 million as of March 31, 2021 and December 31, 2020, respectively, 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 the July 2019 acquisition of a specific customer pipeline and assembled workforce from Omni Energy, LLC, 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 following table summarizes the activity of Level 3 contingent consideration balance in the three months ended March 31, 2021 (in thousands): Balance at December 31, 2020 $ 4,653 Change in fair value recognized in earnings within sales and marketing expense (1,200) Balance at March 31, 2021 $ 3,453 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): March 31, 2021 December 31, 2020 Raw materials $ 255,699 $ 241,095 Work-in-process 34,073 41,950 Total $ 289,772 $ 283,045 |
Solar Energy Systems, net
Solar Energy Systems, net | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Solar energy system equipment costs $ 8,127,259 $ 7,839,427 Inverters 915,778 883,785 Total solar energy systems 9,043,037 8,723,212 Accumulated depreciation and amortization (1,000,558) (914,551) Construction-in-progress 417,964 394,127 Total solar energy systems, net $ 8,460,443 $ 8,202,788 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 $87.4 million and $46.4 million for the three months ended March 31, 2021 and 2020, respectively. The depreciation expense was reduced by the amortization of deferred grants of $2.1 million and $2.0 million for three months ended March 31, 2021 and 2020, respectively. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consist of the following (in thousands): March 31, 2021 December 31, 2020 Costs to obtain contracts - customer agreements $ 455,420 $ 377,839 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (55,689) (51,365) Unbilled receivables 163,845 150,603 Allowance for credit losses on unbilled receivables (1,874) (1,731) Operating lease right-of-use assets 76,763 81,516 Equity method investment 62,927 65,356 Other assets 97,397 56,966 Total $ 801,270 $ 681,665 The Company recorded amortization of costs to obtain contracts of $4.2 million and $3.4 million for the three months ended March 31, 2021 and 2020, 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 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Accrued employee compensation $ 104,413 $ 91,115 Operating lease obligations 20,613 21,461 Accrued interest 35,287 38,340 Accrued professional fees 15,817 15,834 Other accrued expenses 136,436 158,864 Total $ 312,566 $ 325,614 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness As of March 31, 2021, debt consisted of the following (in thousands, except percentages): March 31, 2021 December 31, 2020 Unused Borrowing Capacity (1) Weighted Average Interest Rate at March 31, 2021 (2) Weighted Average Interest Rate at December 31, 2020 (2) Contractual Interest Rate (3) Contractual Maturity Date Recourse debt Bank line of credit (4) $ 180,196 $ 230,660 $ 32,500 3.36% 3.53% LIBOR +3.25% April 2022 0% Convertible Senior Notes (5) 400,000 — — —% N/A —% February 2026 Total recourse debt 580,196 230,660 32,500 Non-recourse debt (6) Senior revolving and delayed draw loans (7)(8) 731,300 587,600 97,050 2.78% 2.85% LIBOR +2.50% - 3.25% March 2023 - October 2027 Senior non-revolving loans 879,583 1,087,386 — 3.85% 3.68% 4.50% - 6.50%; LIBOR +2.125% - 2.25% April 2022 - November 2040 Subordinated revolving and delayed draw loans 139,053 282,722 24,700 9.11% 8.43% 8.50% - 10.00%; LIBOR +9.00% March 2024 - October 2032 Subordinated loans (9) 836,882 668,642 — 8.64% 8.76% 8.00% - 10.00%; LIBOR +5.00% - 6.75% March 2023 - January 2042 Securitized loans 2,069,043 1,885,981 — 3.90% 4.18% 2.33% - 5.31% August 2023 - February 2055 Total non-recourse debt 4,655,861 4,512,331 121,750 Total recourse and non-recourse debt 5,236,057 4,742,991 154,250 Plus: Debt premium 106,448 108,778 — Less: Debt discount (68,280) (55,624) — Total debt, net $ 5,274,225 $ 4,796,145 $ 154,250 (1) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of March 31, 2021. (2) Reflects weighted average contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (3) Ranges shown reflect fixed interest rate and rates using LIBOR as applicable. (4) This syndicated working capital facility with banks has a total commitment up to $250.0 million and 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 this facility bear interest at LIBOR +3.25% per annum or 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%. Subject to 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 to be at least $35.0 million, and maintaining a minimum interest coverage ratio of 3.50 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, 2021. (5) These convertible senior notes ("Notes") will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. The debt discount recorded on the Notes is being amortized to interest expense at an effective interest rate of 0.57%. As of March 31, 2021, $0.4 million of the debt discount was amortized to interest expense. In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (“Capped Calls”) with certain of the initial purchasers and/or their respective affiliates at a cost of approximately $28.0 million. The Capped Calls are classified as equity and were recorded to additional paid-in-capital within stockholders’ equity as of March 31, 2021. The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock. The Capped Calls are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes, as the case may be, in the event the market price per share of common stock, as measured under the Capped Calls, is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. The final components of the Capped Calls are scheduled to expire on January 29, 2026. (6) Certain loans under these categories are part of project equity transactions. (7) Under a loan within this category, the Company may incur up to an aggregate principal amount of $100.0 million in revolver borrowings. Borrowings under this revolving loan may be designated as base rate loans or LIBOR loans, subject to certain terms and conditions. Base rate loans accrue interest at a rate per year equal to 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America, N.A.’s published “prime rate,” and (iii) LIBOR rate plus 1.00%, subject to a 0.00% floor. LIBOR loans accrue interest at a rate per annum equal to 3.25 % plus the fluctuating rate of interest equal to LIBOR or a comparable successor rate approved by the administrative agent, subject to a 0.00% floor. In addition to customary covenants for these type of facilities, the Company is subject to financial covenants and is required to have unencumbered cash and cash equivalents at the end of each fiscal quarter of at least the greater of (i) $30.0 million and (ii) the amount of unencumbered liquidity to be maintained by Vivint Solar, Inc., a wholly owned subsidiary of the Company, in accordance with any loan documents governing recourse debt facilities of Vivint Solar, Inc. As of March 31, 2021, Vivint Solar, Inc. did not have any recourse debt facilities other than the facility described in this paragraph. (8) Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $1.1 billion in revolver borrowings depending on the available borrowing base at the time. (9) A loan under this category with an outstanding balance of $124.1 million as of March 31, 2021 contains a put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan on November 30, 2037. Senior and Subordinated Debt Facilities Each of the Company's senior and subordinated debt facilities contain 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 which 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, 2021. 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, 2021. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2021 | |
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. Certain 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, 2021, the majority of hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the quarterly assessment performed determined changes in cash flows of the derivative instruments have been highly effective in offsetting the changes in the cash flows of the hedged items and are expected to be highly effective in the future. 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 affect earnings. To the extent that the hedge relationships are not effective, changes in the fair value of these derivatives are recorded in other expenses, net in the Company's statements of operations on a prospective basis. 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, 2021, 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 Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 21,998 $ (235) $ 21,763 $ 323,303 Derivatives not designated as hedging instruments 10,021 — 10,021 165,696 Liabilities: Derivatives designated as hedging instruments $ (84,940) $ 235 $ (84,705) $ 1,320,017 Derivatives not designated as hedging instruments (17,280) — (17,280) 352,381 Total $ (70,201) $ — $ (70,201) $ 2,161,397 (1) Comprised of 52 interest rate swaps which effectively fix the LIBOR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.57% to 3.37% per annum. These swaps mature from August 31, 2022 to January 31, 2043. As of December 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 Notional Amount Assets: Derivatives designated as hedging instruments $ 4,293 $ (6) $ 4,287 $ 191,737 Derivatives not designated as hedging instruments 925 (13) 912 166,138 Liabilities: Derivatives designated as hedging instruments (165,996) 6 (165,990) 1,796,596 Derivatives not designated as hedging instruments (9,448) 13 (9,435) 190,530 Total $ (170,226) $ — $ (170,226) $ 2,345,001 The losses (gains) on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands): Three months ended March 31, 2021 2020 Derivatives designated as cash flow hedges: Interest rate swaps $ (64,303) $ 99,049 The losses (gains) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three months ended March 31, 2021 2020 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps Losses (gains) reclassified from AOCI into income $ 3,902 $ — $ 335 $ — Derivatives not designated as cash flow hedges: Interest rate swaps Gains recognized into income — (32,614) — — Total losses (gains) $ 3,902 $ (32,614) $ 335 $ — 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 $18.2 million and $26.4 million for three months ended March 31, 2021 and 2020, respectively. During the next 12 months, the Company expects to reclassify $22.0 million of net losses on derivative instruments from accumulated other comprehensive income to earnings. There were ten undesignated derivative instruments recorded by the Company as of March 31, 2021. |
Pass-through Financing Obligati
Pass-through Financing Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Property Subject to or Available for Operating Lease, Net [Abstract] | |
Pass-through Financing Obligations | Pass-through Financing Obligations The 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, and one fund with an initial term of 7 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, 2021 and December 31, 2020, the cost of the solar energy systems placed in service under the financing obligation arrangements was $714.4 million and $715.5 million, respectively. The accumulated depreciation related to these assets as of March 31, 2021 and December 31, 2020 was $126.7 million and $120.2 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, or over 7 years in the case of one fund, 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 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 the majority of the 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 in applicable funds, 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, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VIE Arrangements | VIE Arrangements The Company consolidated various VIEs at March 31, 2021 and December 31, 2020. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): March 31, 2021 December 31, 2020 Assets Current assets Cash $ 246,928 $ 219,502 Restricted cash 45,877 34,559 Accounts receivable, net 51,552 35,152 Inventories 40,843 23,306 Prepaid expenses and other current assets 582 2,629 Total current assets 385,782 315,148 Solar energy systems, net 7,038,553 6,748,127 Other assets 150,514 127,591 Total assets $ 7,574,849 $ 7,190,866 Liabilities Current liabilities Accounts payable $ 20,124 $ 15,609 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 27,676 28,577 Accrued expenses and other liabilities 24,324 24,660 Deferred revenue, current portion 46,043 44,906 Deferred grants, current portion 1,005 1,007 Non-recourse debt, current portion 33,966 31,594 Total current liabilities 153,138 146,353 Deferred revenue, net of current portion 506,510 493,161 Deferred grants, net of current portion 25,589 25,891 Non-recourse debt, net of current portion 1,308,041 1,160,817 Other liabilities 24,016 31,745 Total liabilities $ 2,017,294 $ 1,857,967 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 seven 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, 2021 | |
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 fourteen and fifteen Funds at March 31, 2021 and December 31, 2020, respectively, where the carrying value has been adjusted to the redemption value. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 (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, 2020 8,019 $ 10.35 6.87 $ 473,371 Granted 236 53.48 Exercised (898) 8.81 Cancelled (172) 10.16 Outstanding at March 31, 2021 7,185 $ 11.96 6.71 $ 348,628 Options vested and exercisable at March 31, 2021 4,097 $ 6.81 5.27 $ 219,890 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, 2021 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2020 7,103 $ 40.17 Granted 226 63.85 Issued (1,258) 33.54 Cancelled / forfeited (196) 20.60 Unvested balance at March 31, 2021 5,875 $ 43.13 Warrants for Strategic Partners During the quarter ended March 31, 2021,the Company issued warrants exercisable for up to 316,177 shares of its common stock to certain strategic partners (calculated using the closing stock price of $60.48 on March 31, 2021) and recognized compensation cost of $1.4 million based on time and performance milestones achieved during the quarter. The exercise price of the warrants is $0.01 per share, and no exercises occurred during the quarter ended March 31, 2021. 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, 2021 2020 Cost of customer agreements and incentives $ 2,232 $ 1,946 Cost of solar energy systems and product sales 1,304 673 Sales and marketing 27,106 3,478 Research and development 676 1,075 General and administration 46,711 11,773 Total $ 78,029 $ 18,945 During the three months ended March 31, 2021, stock-based compensation expense capitalized to solar energy systems, net in the Company’s consolidated balance sheet was $2.6 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax benefit (expense) rate for the three months ended March 31, 2021 and 2020 was 6.5% and 2.9%, 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 stock-based compensation deductions. 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. Uncertain Tax Positions As a result of the acquisition of Vivint Solar, Inc., the Company established an unrecognized tax benefit of $1.0 million as of March 31, 2021 and December 31, 2020 that, if recognized, would impact the Company's effective tax rate. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of March 31, 2021 and December 31, 2020, the Company had $27.7 million and $37.0 million, respectively, of unused letters of credit outstanding, which carry fees of 2.13% - 3.25% per annum and 2.13% - 3.25% per annum, respectively. Guarantees Certain tax equity funds and debt facilities require the Company to maintain an aggregate amount of $30.0 million of unencumbered cash and cash equivalents at the end of each month. 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, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 3,198 $ 2,657 Interest on lease liabilities 271 217 Operating lease cost 3,010 3,126 Short-term lease cost 3,528 120 Variable lease cost 1,618 810 Sublease income (195) (160) Total lease cost $ 11,430 $ 6,770 Other information related to leases was as follows (dollars in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,740 $ 2,575 Operating cash flows from finance leases 268 221 Financing cash flows from finance leases 3,087 2,953 Right-of-use assets obtained in exchange for lease obligations: Operating leases 313 32 Finance leases 1,090 180 Weighted average remaining lease term (years): Operating leases 7.15 4.99 Finance leases 2.38 2.70 Weighted average discount rate: Operating leases 4.2 % 5.5 % Finance leases 4.7 % 4.2 % Future minimum lease commitments under non-cancellable leases as of March 31, 2021 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2021 $ 24,383 $ 485 $ 23,898 $ 11,436 2022 19,218 23 19,195 7,936 2023 16,605 — 16,605 2,997 2024 11,070 — 11,070 667 2025 9,522 — 9,522 1 Thereafter 35,951 — 35,951 — Total future lease payments 116,749 508 116,241 23,037 Less: Amount representing interest 15,054 — 15,054 1,145 Present value of future payments 101,695 508 101,187 21,892 Less: Tenant incentives — — — — Net present value of future payments 101,695 508 101,187 21,892 Less: Current portion 20,613 — 20,613 10,707 Long-term portion $ 81,082 $ 508 $ 80,574 $ 11,185 Purchase Commitment The Company entered into purchase commitments, which have the ability to be canceled without significant penalties, with multiple suppliers to purchase $101.0 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. A warranty is provided for solar energy systems sold and leased. However, for the solar energy systems under Customer Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are incurred as a component of customer agreements and incentives costs of revenue. Commercial ITC 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. 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 investors is being audited by the IRS. Since this audit is 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. 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. While the Company believes that the claims against it are without merit, in view of the cost and risk of continuing to defend the action, it reached an agreement with plaintiffs to settle the lawsuit on a class-wide basis for $5.5 million, which was accrued as of June 30, 2020, in exchange for a release of all claims that were or could have been asserted in the litigation. The settlement is subject to court approval. Preliminary approval was granted on September 25, 2020 and the court has scheduled the final approval hearing for May 6, 2021. In October 2019, two shareholders filed separate putative class actions in the U.S. District Court for the Eastern District of New York ( Crumrine v. Vivint Solar, Inc. and Li v. Vivint Solar, Inc. ) purportedly on behalf of themselves and all others similarly situated. The lawsuits purport to allege violations of Federal Securities Laws. In March 2020, the court consolidated the two actions and appointed lead plaintiffs and lead counsel to represent the alleged putative class. Subsequently, in December 2020, the Eastern District of New York transferred the actions to the District of Utah, where they are now pending. Vivint Solar disputes the allegations in the complaint. The Company is unable to estimate a range of loss, if any, at this time. In December 2019, ten customers who signed residential power purchase agreements named Vivint Solar in a putative class action lawsuit captioned Dekker v. Vivint Solar, Inc. (N.D. Cal.), alleging that the agreements contain unlawful termination fee provisions. The Company disputes the allegations in the complaint. On January 17, 2020, Vivint Solar moved to compel arbitration with respect to nine of the ten plaintiffs whose contracts included arbitration provisions. The court issued an order compelling eight plaintiffs to pursue their claims in arbitration but subsequently rescinded the order as to certain plaintiffs. At this time, certain plaintiffs’ claims remain pending before the court and other plaintiffs’ claims are in arbitration. The Company is unable to estimate a range of loss, if any, at this time. In March 2020, a shareholder filed a derivative action captioned Oyola-Rivera v. Allred (DE Chancery Court) against various officers and directors of Vivint Solar, Inc., alleging that they breached their duties of loyalty, care, and good faith. Vivint Solar, Inc. is named as a nominal defendant. The defendants dispute the allegations in the complaint. The Company is unable to estimate a range of loss, if any, at this time. On December 2, 2020, the California Contractors State License Board (the “CSLB”) filed an administrative proceeding against the Company and certain of its officers related to an accident that occurred during an installation by one of the Company’s channel partners, Horizon Solar Power, which holds its own license with the CSLB. If this proceeding is not resolved in the Company’s favor, it could potentially result in fines, a public reprimand, probation or the suspension or revocation of the Company’s California Contractor’s License. The Company strongly denies any wrongdoing in the matter and intends to work cooperatively with the CSLB while vigorously defending itself in this action. Any potential effect of the CSLB proceeding on the Company’s consolidated financial statements is unknown. In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot currently be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Numerator: Net loss attributable to common stockholders $ (23,789) $ (27,959) Denominator: Weighted average shares used to compute net loss per share attributable to common stockholders, basic 202,562 119,220 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 202,562 119,220 Net loss per share attributable to common stockholders Basic $ (0.12) $ (0.23) Diluted $ (0.12) $ (0.23) 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, 2021 2020 Outstanding stock options 559 2,616 Unvested restricted stock units 345 2,002 Convertible senior notes (if converted) 2,337 — Total 3,241 4,618 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Advances Receivable—Related Party Net amounts due from direct-sales professionals were $6.4 million as of March 31, 2021. The Company provided a reserve of $0.6 million as of March 31, 2021 related to advances to direct-sales professionals who have terminated their employment agreement with the Company. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Vivint Solar, Inc. On October 8, 2020, the Company acquired Vivint Solar, a leading full-service residential solar provider in the United States, at an estimated purchase price of $5.0 billion, pursuant to an Agreement and Plan of Merger, dated as of July 6, 2020, by and among the Company, Vivint Solar and Viking Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Vivint Solar, with Vivint Solar continuing as the surviving corporation (the “Merger”). As a result of the Merger, Vivint Solar became a direct wholly owned subsidiary of the Company. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months) in 2021. The Company is in the process of finalizing its third-party valuations of solar energy systems; thus, the provisional measurements of solar energy systems, goodwill and deferred income tax assets are subject to change as additional information is received and certain tax returns are finalized. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 20, 2021, Sunrun Luna Portfolio 2021, LLC (“Borrower”), a wholly-owned indirect subsidiary of the Company, entered into a non-recourse, floating rate revolving warehouse facility (the “Warehouse Facility”) pursuant to which it may borrow up to an aggregate principal amount of $630 million, expandable up to $800 million, from certain financial institutions. The Warehouse Facility has an advance rate of 80% of the discounted present value of the cash flows financed. During the period in which the Borrower may make borrowings under the Warehouse Facility, interest on borrowings accrues at an annual rate equal to the Benchmark (initially LIBOR and when LIBOR ceases to be available or if the administrative agent and the Borrower so elect, a SOFR-based rate) plus 2.50%. After such availability period, interest will accrue at an annual rate equal to the Benchmark plus 3.50%. In addition, the Borrower is required to enter into interest rate hedging arrangements such that not less than 80.0% of the aggregate expected amortization profile of all outstanding revolving advances is subject to a fixed interest rate or other interest rate protection. Initially, subject to the terms of the Warehouse Facility, only interest payments are due on a quarterly basis, through the availability period, and then cash flows will be applied to amortize principal. These payments will occur on the last day of January, April, July and October of each year. Principal and interest payable under the Warehouse Facility mature in four years and optional prepayments, in whole or in part, are permitted under the Warehouse Facility no more than once per month, without premium or penalty apart from any customary breakage provisions. The Warehouse Facility includes customary events of default, conditions to borrowing and covenants, including negative covenants that restrict, subject to certain exceptions, the Borrower’s, guarantors’ and Borrower’s subsidiaries’ ability to incur indebtedness, incur liens, make fundamental changes to their respective businesses, make certain types of restricted payments and investments or enter into certain transactions with affiliates. Certain reserve accounts totaling approximately $2.6 million were funded at closing. The obligations of the Borrower are secured by a pledge of the membership interests in the Borrower, all of the Borrower’s assets (including membership interests of the Borrower’s directly-owned subsidiaries (including subsidiaries acting as managing members of the underlying investment funds)) and all of the assets of the Borrower’s directly-owned subsidiaries (including, with respect to the subsidiaries that are managing members of underlying investment funds, the membership interests owned by such subsidiaries in such underlying investment funds). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020. 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. Beginning October 8, 2020, the Company's consolidated subsidiaries also included Vivint Solar, Inc. ("Vivint Solar"). 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 fair value of assets acquired and liabilities assumed in a business combination, 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. 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. |
Deferred Revenue, 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 energy 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. For Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity generated by the system, and for which the Company’s obligation is to provide continuous access to a functioning solar energy system, the Company recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of the Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew on an annual basis. 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 or upon reporting of the electricity generation. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are recognized in the period a solar energy 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, revenue is recognized when the solar energy system passes inspection by the authority having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company has met the performance obligation in the contract. For solar energy system sales that include delivery obligations up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at PTO. The Company’s installation Projects are typically completed in less than twelve months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers, roof repair, fees for extended services on solar energy systems sold to customers and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment, or as services are delivered. 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, 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 $1.7 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. Accounting standards adopted January 1, 2021: In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by reference rate reform. This ASU is effective upon issuance and can generally be applied through December 31, 2022. The Company adopted ASU 2019-12 effective January 1, 2021, and there was no impact to its consolidated financial statements. 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. The Company adopted ASU 2019-12 effective January 1, 2021, and there was no impact to its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) , simplifies the accounting for convertible instruments and the application of the derivatives scope exception for contracts in an entity’s own equity. This ASU is effective for fiscal periods beginning after December 15, 2021. The Company adopted ASU 2020-06 effective January 1, 2021, and applied this guidance to the convertible senior notes issued in January 2021, see Note 8 Indebtedness , which allowed the Company to account for the notes and their underlying conversion feature as a liability. There was no other impact to the Company’s consolidated financial statements as a result of this adoption. 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue from External Customers | Revenue from external customers (including, but not limited to homeowners) for each group of similar products and services is as follows (in thousands): Three Months Ended March 31, 2021 2020 Customer agreements $ 157,830 $ 94,253 Incentives 16,766 4,871 Customer agreements and incentives 174,596 99,124 Solar energy systems 89,050 71,277 Products 71,148 40,330 Solar energy systems and product sales 160,198 111,607 Total revenue $ 334,794 $ 210,731 |
Cash and Restricted Cash | Cash and restricted cash consists of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning of period: Cash $ 519,965 $ 269,577 Restricted cash, current and long-term 188,243 93,652 Total $ 708,208 $ 363,229 End of period: Cash $ 649,493 $ 286,418 Restricted cash, current and long-term 163,940 79,830 Total $ 813,433 $ 366,248 |
Cash and Restricted Cash | Cash and restricted cash consists of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning of period: Cash $ 519,965 $ 269,577 Restricted cash, current and long-term 188,243 93,652 Total $ 708,208 $ 363,229 End of period: Cash $ 649,493 $ 286,418 Restricted cash, current and long-term 163,940 79,830 Total $ 813,433 $ 366,248 |
Accounts Receivable, Net | Accounts receivable, net, consists of the following (in thousands): March 31, 2021 December 31, 2020 Customer receivables $ 125,583 $ 97,723 Other receivables 1,766 710 Rebates receivable 4,165 1,569 Allowance for credit losses (6,015) (4,861) Total $ 125,499 $ 95,141 |
Deferred Revenue | The opening balance of deferred revenue was $729.5 million as of December 31, 2019. Deferred revenue consists of the following (in thousands): March 31, 2021 December 31, 2020 Under Customer Agreements: Payments received, net $ 616,085 $ 614,906 Financing component balance 53,541 51,835 669,626 666,741 Under SREC contracts: Payments received, net 130,603 126,793 Financing component balance 6,902 5,742 137,505 132,535 Total $ 807,131 $ 799,276 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Recourse debt $ 569,156 $ 531,180 $ 230,660 $ 230,660 Senior debt 1,658,889 1,663,238 1,722,730 1,733,767 Subordinated debt 959,565 975,368 934,386 958,880 Securitization debt 2,086,615 2,164,149 1,908,369 2,012,283 Total $ 5,274,225 $ 5,333,935 $ 4,796,145 $ 4,935,590 |
Schedule of Fair Value, Financial Instruments Measured on Recurring Basis | At March 31, 2021 and December 31, 2020, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 32,019 $ — $ 32,019 Total $ — $ 32,019 $ — $ 32,019 Derivative liabilities: Interest rate swaps $ — $ 102,220 $ — $ 102,220 Total $ — $ 102,220 $ — $ 102,220 Contingent consideration: Contingent consideration $ — $ — $ 3,453 $ 3,453 Total $ — $ — $ 3,453 $ 3,453 December 31, 2020 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 5,218 $ — $ 5,218 Total $ — $ 5,218 $ — $ 5,218 Derivative liabilities: Interest rate swaps $ — $ 175,444 $ — $ 175,444 Total $ — $ 175,444 $ — $ 175,444 Contingent consideration: Contingent consideration: $ — $ — $ 4,653 $ 4,653 Total $ — $ — $ 4,653 $ 4,653 |
Schedule of Contingent Consideration | The following table summarizes the activity of Level 3 contingent consideration balance in the three months ended March 31, 2021 (in thousands): Balance at December 31, 2020 $ 4,653 Change in fair value recognized in earnings within sales and marketing expense (1,200) Balance at March 31, 2021 $ 3,453 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2021 December 31, 2020 Raw materials $ 255,699 $ 241,095 Work-in-process 34,073 41,950 Total $ 289,772 $ 283,045 |
Solar Energy Systems, net (Tabl
Solar Energy Systems, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Solar Energy Systems Disclosure [Abstract] | |
Property, Plant and Equipment | Solar energy systems, net consists of the following (in thousands): March 31, 2021 December 31, 2020 Solar energy system equipment costs $ 8,127,259 $ 7,839,427 Inverters 915,778 883,785 Total solar energy systems 9,043,037 8,723,212 Accumulated depreciation and amortization (1,000,558) (914,551) Construction-in-progress 417,964 394,127 Total solar energy systems, net $ 8,460,443 $ 8,202,788 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following (in thousands): March 31, 2021 December 31, 2020 Costs to obtain contracts - customer agreements $ 455,420 $ 377,839 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (55,689) (51,365) Unbilled receivables 163,845 150,603 Allowance for credit losses on unbilled receivables (1,874) (1,731) Operating lease right-of-use assets 76,763 81,516 Equity method investment 62,927 65,356 Other assets 97,397 56,966 Total $ 801,270 $ 681,665 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 Accrued employee compensation $ 104,413 $ 91,115 Operating lease obligations 20,613 21,461 Accrued interest 35,287 38,340 Accrued professional fees 15,817 15,834 Other accrued expenses 136,436 158,864 Total $ 312,566 $ 325,614 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2021, debt consisted of the following (in thousands, except percentages): March 31, 2021 December 31, 2020 Unused Borrowing Capacity (1) Weighted Average Interest Rate at March 31, 2021 (2) Weighted Average Interest Rate at December 31, 2020 (2) Contractual Interest Rate (3) Contractual Maturity Date Recourse debt Bank line of credit (4) $ 180,196 $ 230,660 $ 32,500 3.36% 3.53% LIBOR +3.25% April 2022 0% Convertible Senior Notes (5) 400,000 — — —% N/A —% February 2026 Total recourse debt 580,196 230,660 32,500 Non-recourse debt (6) Senior revolving and delayed draw loans (7)(8) 731,300 587,600 97,050 2.78% 2.85% LIBOR +2.50% - 3.25% March 2023 - October 2027 Senior non-revolving loans 879,583 1,087,386 — 3.85% 3.68% 4.50% - 6.50%; LIBOR +2.125% - 2.25% April 2022 - November 2040 Subordinated revolving and delayed draw loans 139,053 282,722 24,700 9.11% 8.43% 8.50% - 10.00%; LIBOR +9.00% March 2024 - October 2032 Subordinated loans (9) 836,882 668,642 — 8.64% 8.76% 8.00% - 10.00%; LIBOR +5.00% - 6.75% March 2023 - January 2042 Securitized loans 2,069,043 1,885,981 — 3.90% 4.18% 2.33% - 5.31% August 2023 - February 2055 Total non-recourse debt 4,655,861 4,512,331 121,750 Total recourse and non-recourse debt 5,236,057 4,742,991 154,250 Plus: Debt premium 106,448 108,778 — Less: Debt discount (68,280) (55,624) — Total debt, net $ 5,274,225 $ 4,796,145 $ 154,250 (1) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of March 31, 2021. (2) Reflects weighted average contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (3) Ranges shown reflect fixed interest rate and rates using LIBOR as applicable. (4) This syndicated working capital facility with banks has a total commitment up to $250.0 million and 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 this facility bear interest at LIBOR +3.25% per annum or 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%. Subject to 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 to be at least $35.0 million, and maintaining a minimum interest coverage ratio of 3.50 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, 2021. (5) These convertible senior notes ("Notes") will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. The debt discount recorded on the Notes is being amortized to interest expense at an effective interest rate of 0.57%. As of March 31, 2021, $0.4 million of the debt discount was amortized to interest expense. In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (“Capped Calls”) with certain of the initial purchasers and/or their respective affiliates at a cost of approximately $28.0 million. The Capped Calls are classified as equity and were recorded to additional paid-in-capital within stockholders’ equity as of March 31, 2021. The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock. The Capped Calls are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes, as the case may be, in the event the market price per share of common stock, as measured under the Capped Calls, is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. The final components of the Capped Calls are scheduled to expire on January 29, 2026. (6) Certain loans under these categories are part of project equity transactions. (7) Under a loan within this category, the Company may incur up to an aggregate principal amount of $100.0 million in revolver borrowings. Borrowings under this revolving loan may be designated as base rate loans or LIBOR loans, subject to certain terms and conditions. Base rate loans accrue interest at a rate per year equal to 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America, N.A.’s published “prime rate,” and (iii) LIBOR rate plus 1.00%, subject to a 0.00% floor. LIBOR loans accrue interest at a rate per annum equal to 3.25 % plus the fluctuating rate of interest equal to LIBOR or a comparable successor rate approved by the administrative agent, subject to a 0.00% floor. In addition to customary covenants for these type of facilities, the Company is subject to financial covenants and is required to have unencumbered cash and cash equivalents at the end of each fiscal quarter of at least the greater of (i) $30.0 million and (ii) the amount of unencumbered liquidity to be maintained by Vivint Solar, Inc., a wholly owned subsidiary of the Company, in accordance with any loan documents governing recourse debt facilities of Vivint Solar, Inc. As of March 31, 2021, Vivint Solar, Inc. did not have any recourse debt facilities other than the facility described in this paragraph. (8) Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $1.1 billion in revolver borrowings depending on the available borrowing base at the time. |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Offsetting Assets | As of March 31, 2021, 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 Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 21,998 $ (235) $ 21,763 $ 323,303 Derivatives not designated as hedging instruments 10,021 — 10,021 165,696 Liabilities: Derivatives designated as hedging instruments $ (84,940) $ 235 $ (84,705) $ 1,320,017 Derivatives not designated as hedging instruments (17,280) — (17,280) 352,381 Total $ (70,201) $ — $ (70,201) $ 2,161,397 (1) Comprised of 52 interest rate swaps which effectively fix the LIBOR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.57% to 3.37% per annum. These swaps mature from August 31, 2022 to January 31, 2043. As of December 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 Notional Amount Assets: Derivatives designated as hedging instruments $ 4,293 $ (6) $ 4,287 $ 191,737 Derivatives not designated as hedging instruments 925 (13) 912 166,138 Liabilities: Derivatives designated as hedging instruments (165,996) 6 (165,990) 1,796,596 Derivatives not designated as hedging instruments (9,448) 13 (9,435) 190,530 Total $ (170,226) $ — $ (170,226) $ 2,345,001 |
Offsetting Liabilities | As of March 31, 2021, 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 Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 21,998 $ (235) $ 21,763 $ 323,303 Derivatives not designated as hedging instruments 10,021 — 10,021 165,696 Liabilities: Derivatives designated as hedging instruments $ (84,940) $ 235 $ (84,705) $ 1,320,017 Derivatives not designated as hedging instruments (17,280) — (17,280) 352,381 Total $ (70,201) $ — $ (70,201) $ 2,161,397 (1) Comprised of 52 interest rate swaps which effectively fix the LIBOR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.57% to 3.37% per annum. These swaps mature from August 31, 2022 to January 31, 2043. As of December 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 Notional Amount Assets: Derivatives designated as hedging instruments $ 4,293 $ (6) $ 4,287 $ 191,737 Derivatives not designated as hedging instruments 925 (13) 912 166,138 Liabilities: Derivatives designated as hedging instruments (165,996) 6 (165,990) 1,796,596 Derivatives not designated as hedging instruments (9,448) 13 (9,435) 190,530 Total $ (170,226) $ — $ (170,226) $ 2,345,001 |
Schedule of cash flow hedges included in accumulated other comprehensive income (loss) | The losses (gains) on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands): Three months ended March 31, 2021 2020 Derivatives designated as cash flow hedges: Interest rate swaps $ (64,303) $ 99,049 The losses (gains) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three months ended March 31, 2021 2020 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps Losses (gains) reclassified from AOCI into income $ 3,902 $ — $ 335 $ — Derivatives not designated as cash flow hedges: Interest rate swaps Gains recognized into income — (32,614) — — Total losses (gains) $ 3,902 $ (32,614) $ 335 $ — |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Assets Current assets Cash $ 246,928 $ 219,502 Restricted cash 45,877 34,559 Accounts receivable, net 51,552 35,152 Inventories 40,843 23,306 Prepaid expenses and other current assets 582 2,629 Total current assets 385,782 315,148 Solar energy systems, net 7,038,553 6,748,127 Other assets 150,514 127,591 Total assets $ 7,574,849 $ 7,190,866 Liabilities Current liabilities Accounts payable $ 20,124 $ 15,609 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 27,676 28,577 Accrued expenses and other liabilities 24,324 24,660 Deferred revenue, current portion 46,043 44,906 Deferred grants, current portion 1,005 1,007 Non-recourse debt, current portion 33,966 31,594 Total current liabilities 153,138 146,353 Deferred revenue, net of current portion 506,510 493,161 Deferred grants, net of current portion 25,589 25,891 Non-recourse debt, net of current portion 1,308,041 1,160,817 Other liabilities 24,016 31,745 Total liabilities $ 2,017,294 $ 1,857,967 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 (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, 2020 8,019 $ 10.35 6.87 $ 473,371 Granted 236 53.48 Exercised (898) 8.81 Cancelled (172) 10.16 Outstanding at March 31, 2021 7,185 $ 11.96 6.71 $ 348,628 Options vested and exercisable at March 31, 2021 4,097 $ 6.81 5.27 $ 219,890 |
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, 2021 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2020 7,103 $ 40.17 Granted 226 63.85 Issued (1,258) 33.54 Cancelled / forfeited (196) 20.60 Unvested balance at March 31, 2021 5,875 $ 43.13 |
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, 2021 2020 Cost of customer agreements and incentives $ 2,232 $ 1,946 Cost of solar energy systems and product sales 1,304 673 Sales and marketing 27,106 3,478 Research and development 676 1,075 General and administration 46,711 11,773 Total $ 78,029 $ 18,945 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 3,198 $ 2,657 Interest on lease liabilities 271 217 Operating lease cost 3,010 3,126 Short-term lease cost 3,528 120 Variable lease cost 1,618 810 Sublease income (195) (160) Total lease cost $ 11,430 $ 6,770 Other information related to leases was as follows (dollars in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,740 $ 2,575 Operating cash flows from finance leases 268 221 Financing cash flows from finance leases 3,087 2,953 Right-of-use assets obtained in exchange for lease obligations: Operating leases 313 32 Finance leases 1,090 180 Weighted average remaining lease term (years): Operating leases 7.15 4.99 Finance leases 2.38 2.70 Weighted average discount rate: Operating leases 4.2 % 5.5 % Finance leases 4.7 % 4.2 % |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease commitments under non-cancellable leases as of March 31, 2021 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2021 $ 24,383 $ 485 $ 23,898 $ 11,436 2022 19,218 23 19,195 7,936 2023 16,605 — 16,605 2,997 2024 11,070 — 11,070 667 2025 9,522 — 9,522 1 Thereafter 35,951 — 35,951 — Total future lease payments 116,749 508 116,241 23,037 Less: Amount representing interest 15,054 — 15,054 1,145 Present value of future payments 101,695 508 101,187 21,892 Less: Tenant incentives — — — — Net present value of future payments 101,695 508 101,187 21,892 Less: Current portion 20,613 — 20,613 10,707 Long-term portion $ 81,082 $ 508 $ 80,574 $ 11,185 |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease commitments under non-cancellable leases as of March 31, 2021 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance Leases 2021 $ 24,383 $ 485 $ 23,898 $ 11,436 2022 19,218 23 19,195 7,936 2023 16,605 — 16,605 2,997 2024 11,070 — 11,070 667 2025 9,522 — 9,522 1 Thereafter 35,951 — 35,951 — Total future lease payments 116,749 508 116,241 23,037 Less: Amount representing interest 15,054 — 15,054 1,145 Present value of future payments 101,695 508 101,187 21,892 Less: Tenant incentives — — — — Net present value of future payments 101,695 508 101,187 21,892 Less: Current portion 20,613 — 20,613 10,707 Long-term portion $ 81,082 $ 508 $ 80,574 $ 11,185 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Numerator: Net loss attributable to common stockholders $ (23,789) $ (27,959) Denominator: Weighted average shares used to compute net loss per share attributable to common stockholders, basic 202,562 119,220 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 202,562 119,220 Net loss per share attributable to common stockholders Basic $ (0.12) $ (0.23) Diluted $ (0.12) $ (0.23) |
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, 2021 2020 Outstanding stock options 559 2,616 Unvested restricted stock units 345 2,002 Convertible senior notes (if converted) 2,337 — Total 3,241 4,618 |
Organization - Additional Infor
Organization - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021investmentFund | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 22 years |
Number of legal structures utilized in investment funds | 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, 2021USD ($)segmentpurchase_period | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of business activities | purchase_period | 1 | ||||
Deferred revenue, revenue recognized | $ 18,800 | $ 17,400 | |||
Contracted but not yet recognized | $ 11,300 | ||||
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 | ||||
Cumulative effect of adoption of new ASU (No. 2016-13) | $ 6,856,302 | $ 1,198,664 | $ 6,728,910 | $ 1,331,432 | |
Allowance for credit losses on unbilled receivables | $ 1,874 | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cumulative effect of adoption of new ASU (No. 2016-13) | (1,731) | $ (1,700) | $ (1,228) | ||
Allowance for credit losses on unbilled receivables | $ 1,731 | $ 1,700 | |||
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, 2021 | Mar. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Total revenue | $ 334,794 | $ 210,731 |
Customer agreements and incentives | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 174,596 | 99,124 |
Customer agreements | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 157,830 | 94,253 |
Incentives | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 16,766 | 4,871 |
Solar energy systems and product sales | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 160,198 | 111,607 |
Solar energy systems | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | 89,050 | 71,277 |
Products | ||
Revenue, Major Customer [Line Items] | ||
Total revenue | $ 71,148 | $ 40,330 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 08, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash | $ 649,493 | $ 519,965 | $ 286,418 | $ 269,577 | |
Restricted cash, current and long-term | 163,940 | 188,243 | 79,830 | 93,652 | |
Total | $ 813,433 | $ 708,208 | $ 366,248 | $ 363,229 | |
Vivint Solar Inc | |||||
Business Acquisition [Line Items] | |||||
Increase (decrease) cash and restricted cash | $ 537,200 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Customer receivables | $ 125,583 | $ 97,723 |
Other receivables | 1,766 | 710 |
Rebates receivable | 4,165 | 1,569 |
Allowance for credit losses | (6,015) | (4,861) |
Total | $ 125,499 | $ 95,141 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 807,131 | $ 799,276 | $ 729,500 |
Customer agreements | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 669,626 | 666,741 | |
Customer agreements | Payments received, net | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 616,085 | 614,906 | |
Customer agreements | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 53,541 | 51,835 | |
SREC contracts | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 137,505 | 132,535 | |
SREC contracts | Payments received, net | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 130,603 | 126,793 | |
SREC contracts | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 6,902 | $ 5,742 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Values and Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 5,274,225 | $ 4,796,145 |
Carrying Value | Recourse debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 569,156 | 230,660 |
Carrying Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 1,658,889 | 1,722,730 |
Carrying Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 959,565 | 934,386 |
Carrying Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 2,086,615 | 1,908,369 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 5,333,935 | 4,935,590 |
Fair Value | Recourse debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 531,180 | 230,660 |
Fair Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 1,663,238 | 1,733,767 |
Fair Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 975,368 | 958,880 |
Fair Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 2,164,149 | $ 2,012,283 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | $ 100 | |
Accrued Liabilities and Other Liabiltiies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 24,700 | 23,900 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 32,019 | 5,218 |
Derivative liabilities | 102,220 | 175,444 |
Contingent consideration | 3,453 | 4,653 |
Fair Value, Measurements, Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 32,019 | 5,218 |
Derivative liabilities | 102,220 | 175,444 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 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 | 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 | 32,019 | 5,218 |
Derivative liabilities | 102,220 | 175,444 |
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 | 32,019 | 5,218 |
Derivative liabilities | 102,220 | 175,444 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Contingent consideration | 3,453 | 4,653 |
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 | 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, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 4,653 |
Change in fair value recognized in earnings within sales and marketing expense | (1,200) |
Ending balance | $ 3,453 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 255,699 | $ 241,095 |
Work-in-process | 34,073 | 41,950 |
Total | 289,772 | 283,045 |
Safe harbor program within raw materials | $ 85,300 | $ 73,000 |
Solar Energy Systems, net - Sch
Solar Energy Systems, net - Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Solar energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Solar energy systems | $ 9,043,037 | $ 8,723,212 |
Accumulated depreciation and amortization | (1,000,558) | (914,551) |
Construction-in-progress | 417,964 | 394,127 |
Total solar energy systems, net | 8,460,443 | 8,202,788 |
Solar energy system equipment costs | ||
Property, Plant and Equipment [Line Items] | ||
Solar energy systems | 8,127,259 | 7,839,427 |
Inverters | ||
Property, Plant and Equipment [Line Items] | ||
Solar energy systems | $ 915,778 | $ 883,785 |
Solar Energy Systems, net - Add
Solar Energy Systems, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Solar Energy Systems Disclosure [Abstract] | ||
Depreciation expense | $ 87.4 | $ 46.4 |
Amortization of deferred grants | $ 2.1 | $ 2 |
Other Assets - Schedule of Prep
Other Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Other Assets [Line Items] | |||
Accumulated amortization of costs to obtain contracts | $ (55,689) | $ (51,365) | |
Unbilled receivables | 163,845 | 150,603 | |
Allowance for credit losses on unbilled receivables | (1,874) | ||
Operating lease right-of-use assets | 76,763 | 81,516 | |
Equity method investment | 62,927 | 65,356 | |
Other assets | 97,397 | 56,966 | |
Total | 801,270 | 681,665 | |
Amortization cost | 4,200 | $ 3,400 | |
Customer agreements | |||
Other Assets [Line Items] | |||
Costs to obtain contracts- customer agreements | 455,420 | 377,839 | |
Incentives | |||
Other Assets [Line Items] | |||
Costs to obtain contracts- customer agreements | $ 2,481 | $ 2,481 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation | $ 104,413 | $ 91,115 |
Operating lease obligations | 20,613 | 21,461 |
Accrued interest | 35,287 | 38,340 |
Accrued professional fees | 15,817 | 15,834 |
Other accrued expenses | 136,436 | 158,864 |
Total | $ 312,566 | $ 325,614 |
Indebtedness - Schedule of Debt
Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Plus: Debt premium | $ 106,448 | $ 108,778 |
Less: Debt discount | (68,280) | (55,624) |
Total debt, net | 5,274,225 | 4,796,145 |
Unused borrowing capacity | 154,250 | |
Recourse Debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 580,196 | 230,660 |
Unused borrowing capacity | 32,500 | |
Recourse Debt | Bank Line Of Credit | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 180,196 | $ 230,660 |
Unused borrowing capacity | $ 32,500 | |
Weighted average interest rate | 3.36% | 3.53% |
Recourse Debt | 0% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 400,000 | $ 0 |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 0.00% | |
Interest rate during period | 0.00% | |
Non Recourse Debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 4,655,861 | 4,512,331 |
Unused borrowing capacity | 121,750 | |
Non Recourse Debt | Senior revolving and delayed draw loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 731,300 | $ 587,600 |
Unused borrowing capacity | $ 97,050 | |
Weighted average interest rate | 2.78% | 2.85% |
Non Recourse Debt | Senior Non Revolving Loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 879,583 | $ 1,087,386 |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 3.85% | 3.68% |
Non Recourse Debt | Senior Non Revolving Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 4.50% | |
Non Recourse Debt | Senior Non Revolving Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6.50% | |
Non Recourse Debt | Subordinated revolving and delayed draw loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 139,053 | $ 282,722 |
Unused borrowing capacity | $ 24,700 | |
Weighted average interest rate | 9.11% | 8.43% |
Non Recourse Debt | Subordinated revolving and delayed draw loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 8.50% | |
Non Recourse Debt | Subordinated revolving and delayed draw loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 10.00% | |
Non Recourse Debt | Subordinated Loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 836,882 | $ 668,642 |
Total debt, net | 124,100 | |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 8.64% | 8.76% |
Non Recourse Debt | Subordinated Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 8.00% | |
Non Recourse Debt | Subordinated Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 10.00% | |
Non Recourse Debt | Securitized Loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 2,069,043 | $ 1,885,981 |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 3.90% | 4.18% |
Non Recourse Debt | Securitized Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.33% | |
Non Recourse Debt | Securitized Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 5.31% | |
Recourse and Nonrecourse Debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 5,236,057 | $ 4,742,991 |
Unused borrowing capacity | $ 154,250 | |
LIBOR | Recourse Debt | Bank Line Of Credit | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.25% | |
LIBOR | Non Recourse Debt | Senior revolving and delayed draw loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.50% | |
LIBOR | Non Recourse Debt | Senior revolving and delayed draw loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.25% | |
LIBOR | Non Recourse Debt | Senior Non Revolving Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.125% | |
LIBOR | Non Recourse Debt | Senior Non Revolving Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.25% | |
LIBOR | Non Recourse Debt | Subordinated revolving and delayed draw loans | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 9.00% | |
LIBOR | Non Recourse Debt | Subordinated Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 5.00% | |
LIBOR | Non Recourse Debt | Subordinated Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6.75% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | |
Debt Instrument [Line Items] | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Debt discount amortized | $ 106,448 | $ 108,778 |
Loan outstanding balance | 5,274,225 | $ 4,796,145 |
Bank Line Of Credit | Recourse debt | ||
Debt Instrument [Line Items] | ||
Secured borrowings assets carrying amount | 250,000 | |
Minimum unencumbered liquid assets to be maintained | 25,000 | |
Minimum required quarter-end unencumbered cash balance | $ 35,000 | |
Interest coverage ratio | 350.00% | |
Bank Line Of Credit | Recourse debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.25% | |
Bank Line Of Credit | Recourse debt | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.25% | |
Bank Line Of Credit | Recourse debt | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.50% | |
Bank Line Of Credit | Recourse debt | Prime Rate | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Convertible Senior Notes Due 2026 | Recourse debt | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 0.00% | |
Convertible Senior Notes Due 2026 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Initial conversion rate | 0.0084807 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | |
Conversion price (in usd per share) | $ / shares | $ 117.91 | |
Debt discount amortized | $ 400 | |
Effective interest rate | 0.57% | |
Convertible Senior Notes Due 2026 | Convertible Debt | Capped Call | ||
Debt Instrument [Line Items] | ||
Conversion price (in usd per share) | $ / shares | $ 157.22 | |
Payments for capped call transaction | $ 28,000 | |
Capped call price per share (in dollars per share) | $ / shares | $ 117.91 | |
Number of shares covered by capped calls (in shares) | shares | 3.4 | |
Senior revolving and delayed draw loans | Non-recourse debt | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 1,100,000 | |
Senior revolving and delayed draw loans | Non-recourse debt | Revolving loan | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | 100,000 | |
Minimum required fiscal unencumbered cash balance | $ 30,000 | |
Senior Revolving and Delayed Draw Loans, Base Rate Loans | Non-recourse debt | LIBOR | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Senior Revolving and Delayed Draw Loans, Base Rate Loans | Non-recourse debt | Base Rate | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Senior Revolving and Delayed Draw Loans, Base Rate Loans | Non-recourse debt | Federal Funds Rate | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Senior Revolving and Delayed Draw Loans, Base Rate Loans | Non-recourse debt | LIBOR Floor Rate | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.00% | |
Senior Revolving and Delayed Draw Loans, LIBOR Loans | Non-recourse debt | LIBOR | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | |
Senior Revolving and Delayed Draw Loans, LIBOR Loans | Non-recourse debt | LIBOR Floor Rate | Revolving loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.00% | |
Subordinated Loans | Non-recourse debt | ||
Debt Instrument [Line Items] | ||
Loan outstanding balance | $ 124,100 |
Derivatives - Offsetting Arrang
Derivatives - Offsetting Arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Derivative, net, gross amounts of assets/liabilities | $ (70,201) | $ (170,226) |
Derivative assets, net amounts of assets/liabilities | (70,201) | (170,226) |
Derivative, notional amount | 2,161,397 | 2,345,001 |
Derivatives designated as hedging instruments | ||
Assets: | ||
Derivative assets, gross amounts of recognized assets | 21,998 | 4,293 |
Derivative asset, gross amounts offset | (235) | (6) |
Derivative assets, net amounts of assets | 21,763 | 4,287 |
Derivative asset, notional amount | 323,303 | 191,737 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | (84,940) | (165,996) |
Derivative liability, gross amounts offset | 235 | 6 |
Derivative liabilities, net amounts of liabilities | (84,705) | (165,990) |
Derivative liability, notional amount | 1,320,017 | 1,796,596 |
Derivatives not designated as hedging instruments | ||
Assets: | ||
Derivative assets, gross amounts of recognized assets | 10,021 | 925 |
Derivative asset, gross amounts offset | 0 | (13) |
Derivative assets, net amounts of assets | 10,021 | 912 |
Derivative asset, notional amount | 165,696 | 166,138 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | (17,280) | (9,448) |
Derivative liability, gross amounts offset | 0 | 13 |
Derivative liabilities, net amounts of liabilities | (17,280) | (9,435) |
Derivative liability, notional amount | $ 352,381 | $ 190,530 |
Derivatives - Derivatives Desig
Derivatives - Derivatives Designated as Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest rate swaps | Derivatives designated as hedging instruments | ||
Derivatives designated as cash flow hedges: | ||
Losses (gains) on derivatives designated as cash flow hedges recognized into OCI | $ (64,303) | $ 99,049 |
Derivatives - Losses (Gains) on
Derivatives - Losses (Gains) on Derivatives Financial Instruments (Details) - Interest rate swaps - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest expense, net | ||
Derivatives designated as cash flow hedges: | ||
Losses (gains) reclassified from AOCI into income | $ 3,902 | $ 335 |
Gains recognized into income | 0 | 0 |
Total losses (gains) | 3,902 | 335 |
Other expense, net | ||
Derivatives designated as cash flow hedges: | ||
Losses (gains) reclassified from AOCI into income | 0 | 0 |
Gains recognized into income | (32,614) | 0 |
Total losses (gains) | $ (32,614) | $ 0 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)derivative | Mar. 31, 2020USD ($) | |
Derivatives, Fair Value [Line Items] | ||
Net (loss) gain on derivatives, tax | $ | $ 18.2 | $ 26.4 |
Additional amount to be classified as an increase to interest expense during next 12 months | $ | $ 22 | |
Derivative, undesignated, number of instruments held | derivative | 10 | |
Minimum | LIBOR | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate | 0.57% | |
Maximum | LIBOR | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate | 3.37% | |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Number of interest rate swaps | derivative | 52 |
Pass-through Financing Obliga_2
Pass-through Financing Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
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, net | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems, initial term | 7 years | |
Solar energy systems | $ 714.4 | $ 715.5 |
Accumulated depreciation | $ 126.7 | $ 120.2 |
Solar energy systems, net | Minimum | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Solar energy systems, initial term | 20 years | |
Solar energy systems, net | 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, 2021USD ($)investmentFundfund | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
Current assets: | |||||
Cash | $ 649,493 | $ 519,965 | $ 286,418 | $ 269,577 | |
Restricted cash | 163,792 | 188,095 | |||
Accounts receivable, net | 125,499 | 95,141 | |||
Inventories | 289,772 | 283,045 | |||
Prepaid expenses and other current assets | 40,098 | 51,483 | |||
Total current assets | 1,268,654 | 1,137,729 | |||
Property and equipment, net | 58,168 | 62,182 | |||
Other assets | 801,270 | 681,665 | |||
Total assets | [1] | 14,885,961 | 14,382,943 | ||
Current liabilities: | |||||
Accounts payable | 212,230 | 207,441 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 27,726 | 28,627 | |||
Accrued expenses and other liabilities | 312,566 | 325,614 | |||
Deferred revenue, current portion | 106,749 | 108,452 | |||
Deferred grants, current portion | 8,238 | 8,251 | |||
Non-recourse debt, current portion | 103,498 | 195,036 | |||
Total current liabilities | 798,835 | 901,356 | |||
Deferred revenue, net of current portion | 700,382 | 690,824 | |||
Deferred grants, net of current portion | 210,863 | 213,269 | |||
Non-recourse debt, net of current portion | 4,601,570 | 4,370,449 | |||
Other liabilities | 193,168 | 268,684 | |||
Total liabilities | [1] | $ 7,493,365 | 7,093,572 | ||
Number of legal structures utilized in investment funds | investmentFund | 3 | ||||
Solar energy systems, net | |||||
Current assets: | |||||
Property and equipment, net | $ 8,460,443 | 8,202,788 | |||
Variable Interest Entities | |||||
Current assets: | |||||
Cash | 246,928 | 219,502 | |||
Restricted cash | 45,877 | 34,559 | |||
Accounts receivable, net | 51,552 | 35,152 | |||
Inventories | 40,843 | 23,306 | |||
Prepaid expenses and other current assets | 582 | 2,629 | |||
Total current assets | 385,782 | 315,148 | |||
Other assets | 150,514 | 127,591 | |||
Total assets | 7,574,849 | 7,190,866 | |||
Current liabilities: | |||||
Accounts payable | 20,124 | 15,609 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 27,676 | 28,577 | |||
Accrued expenses and other liabilities | 24,324 | 24,660 | |||
Deferred revenue, current portion | 46,043 | 44,906 | |||
Deferred grants, current portion | 1,005 | 1,007 | |||
Non-recourse debt, current portion | 33,966 | 31,594 | |||
Total current liabilities | 153,138 | 146,353 | |||
Deferred revenue, net of current portion | 506,510 | 493,161 | |||
Deferred grants, net of current portion | 25,589 | 25,891 | |||
Non-recourse debt, net of current portion | 1,308,041 | 1,160,817 | |||
Other liabilities | 24,016 | 31,745 | |||
Total liabilities | $ 2,017,294 | 1,857,967 | |||
Number of legal structures utilized in investment funds | fund | 7 | ||||
Variable Interest Entities | Solar energy systems, net | |||||
Current assets: | |||||
Property and equipment, net | $ 7,038,553 | $ 6,748,127 | |||
[1] | The Company’s consolidated assets as of March 31, 2021 and December 31, 2020 include $7,574,849 and $7,190,866, 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, 2021 and December 31, 2020 of $7,038,553 and $6,748,127, respectively; cash as of March 31, 2021 and December 31, 2020 of $246,928 and $219,502, respectively; restricted cash as of March 31, 2021 and December 31, 2020 of $45,877 and $34,559, respectively; accounts receivable, net as of March 31, 2021 and December 31, 2020 of $51,552 and $35,152, respectively; inventories as of March 31, 2021 and December 31, 2020 of $40,843 and 23,306, respectively; prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 of $582 and $2,629, respectively; and other assets as of March 31, 2021 and December 31, 2020 of $150,514 and $127,591, respectively. The Company’s consolidated liabilities as of March 31, 2021 and December 31, 2020 include $2,017,294 and $1,857,967, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2021 and December 31, 2020 of $20,124 and $15,609, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2021 and December 31, 2020 of $27,676 and $28,577, respectively; accrued expenses and other current liabilities as of March 31, 2021 and December 31, 2020 of $24,324 and $24,660, respectively; deferred revenue as of March 31, 2021 and December 31, 2020 of $552,553 and $538,067, respectively; deferred grants as of March 31, 2021 and December 31, 2020 of $26,594 and $26,898, respectively; non-recourse debt as of March 31, 2021 and December 31, 2020 of $1,342,007 and $1,192,411, respectively; and other liabilities as of March 31, 2021 and December 31, 2020 of $24,016 and $31,745, respectively. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests and Equity (Details) $ in Millions | Mar. 31, 2021USD ($)fund | Dec. 31, 2020fund |
Equity [Abstract] | ||
Number of funds, carrying value adjusted to redemption value | fund | 14 | 15 |
Difference between the fair value of noncontrolling interest and redeemable noncontrolling interest acquired and the carrying value | $ 70.3 | |
Fair value of noncontrolling interest | $ 129.4 |
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, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 8,019 | |
Granted (in shares) | 236 | |
Exercised (in shares) | (898) | |
Cancelled (in shares) | (172) | |
Outstanding, ending balance (in shares) | 7,185 | 8,019 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 10.35 | |
Granted (in dollars per share) | 53.48 | |
Exercised (in dollars per share) | 8.81 | |
Cancelled (in dollars per share) | 10.16 | |
Outstanding, ending balance (in dollars per share) | $ 11.96 | $ 10.35 |
Weighted-average remaining contractual life, options outstanding | 6 years 8 months 15 days | 6 years 10 months 13 days |
Aggregate intrinsic value, options outstanding | $ 348,628 | $ 473,371 |
Options vested and exercisable (in shares) | 4,097 | |
Options vested and exercisable (in dollars per share) | $ 6.81 | |
Weighted-average remaining contractual life, options vested and exercisable | 5 years 3 months 7 days | |
Aggregate intrinsic value, options vested and exercisable | $ 219,890 |
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, 2021$ / sharesshares | |
Number of Awards | |
Unvested, beginning balance (in shares) | shares | 7,103 |
Granted (in shares) | shares | 226 |
Issued (in shares) | shares | (1,258) |
Cancelled / forfeited (in shares) | shares | (196) |
Unvested, ending balance (in shares) | shares | 5,875 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 40.17 |
Granted (in dollars per share) | $ / shares | 63.85 |
Issued (in dollars per share) | $ / shares | 33.54 |
Cancelled / forfeited (in dollars per share) | $ / shares | 20.60 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 43.13 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)purchase_period$ / sharesshares | Mar. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense recognized | $ 78,029,000 | $ 18,945,000 |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant, number purchased (in shares) | shares | 316,177 | |
Share price (in dollars per share) | $ / shares | $ 60.48 | |
Compensation expense recognized | $ 1,400,000 | |
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.01 | |
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 | |
Duration of each purchase period | 6 months | |
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, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | $ 78,029 | $ 18,945 |
Stock-based compensation expense capitalized | 2,600 | |
Cost of customer agreements and incentives | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 2,232 | 1,946 |
Cost of solar energy systems and product sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 1,304 | 673 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 27,106 | 3,478 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | 676 | 1,075 |
General and administration | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Compensation expense recognized | $ 46,711 | $ 11,773 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rates | 6.50% | 2.90% | |
Unrecognized tax benefits | $ 1,000,000 | $ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jan. 17, 2020plantiff | Dec. 31, 2019plantiff | Oct. 31, 2019plantiff | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
Other Commitments [Line Items] | ||||||
Letters of credit outstanding, amount | $ 27.7 | $ 37 | ||||
Required cash and cash equivalents balance | 30 | |||||
Purchase commitment | $ 101 | |||||
Number of plaintiffs | plantiff | 8 | 10 | 2 | |||
Settled Litigation | ||||||
Other Commitments [Line Items] | ||||||
Loss contingency accrual | $ 5.5 | |||||
Letter of Credit | Minimum | ||||||
Other Commitments [Line Items] | ||||||
Letter of credit, fee percentage | 2.13% | |||||
Letter of Credit | Maximum | ||||||
Other Commitments [Line Items] | ||||||
Letter of credit, fee percentage | 3.25% |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 3,198 | $ 2,657 |
Interest on lease liabilities | 271 | 217 |
Operating lease cost | 3,010 | 3,126 |
Short-term lease cost | 3,528 | 120 |
Variable lease cost | 1,618 | 810 |
Sublease income | (195) | (160) |
Total lease cost | $ 11,430 | $ 6,770 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 6,740 | $ 2,575 |
Operating cash flows from finance leases | 268 | 221 |
Financing cash flows from finance leases | 3,087 | 2,953 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 313 | 32 |
Finance leases | $ 1,090 | $ 180 |
Weighted average remaining lease term (years): | ||
Weighted average remaining lease term (years), operating leases | 7 years 1 month 24 days | 4 years 11 months 26 days |
Weighted average remaining lease term (years), finance leases | 2 years 4 months 17 days | 2 years 8 months 12 days |
Weighted average discount rate: | ||
Weighted average discount rate, operating leases | 4.20% | 5.50% |
Weighted average discount rate, finance leases | 4.70% | 4.20% |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Operating leases, 2021 | $ 24,383 | |
Operating leases, 2022 | 19,218 | |
Operating leases, 2023 | 16,605 | |
Operating leases, 2024 | 11,070 | |
Operating leases, 2025 | 9,522 | |
Operating leases, thereafter | 35,951 | |
Operating leases, future lease payments | 116,749 | |
Operating leases, amount representing interest | 15,054 | |
Operating leases, present value of future payments | 101,695 | |
Operating leases, tenant incentives | 0 | |
Operating leases, net present value of future payments | 101,695 | |
Operating leases, current portion | 20,613 | |
Operating lease, long-term portion | 81,082 | |
Sublease Income | ||
Sublease Income, 2021 | 485 | |
Sublease Income, 2022 | 23 | |
Sublease Income, 2023 | 0 | |
Sublease Income, 2024 | 0 | |
Sublease Income, 2025 | 0 | |
Sublease Income, thereafter | 0 | |
Sublease Income, future lease payments | 508 | |
Net Operating Leases | ||
Net operating leases, 2021 | 23,898 | |
Net operating leases, 2022 | 19,195 | |
Net operating leases, 2023 | 16,605 | |
Net operating leases, 2024 | 11,070 | |
Net operating leases, 2025 | 9,522 | |
Net operating leases, thereafter | 35,951 | |
Net operating leases, future lease payments | 116,241 | |
Operating leases, future lease payments | 15,054 | |
Net operating leases, present value of future payments | 101,187 | |
Less: Tenant incentives | 0 | |
Net operating leases, net present value of future payments | 101,187 | |
Net operating leases, revised, current portion | 20,613 | |
Net operating leases, revised, noncurrent portion | 80,574 | |
Finance Leases | ||
Finance leases, 2021 | 11,436 | |
Finance leases, 2022 | 7,936 | |
Finance leases, 2023 | 2,997 | |
Finance leases, 2024 | 667 | |
Finance leases, 2025 | 1 | |
Finance leases, thereafter | 0 | |
Finance leases, future lease payments | 23,037 | |
Finance leases, present value of future payments | 1,145 | |
Finance leases, present value of future payments | 21,892 | |
Finance lease obligations, current portion | 10,707 | $ 11,037 |
Finance lease obligations, net of current portion | $ 11,185 | $ 12,929 |
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, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (23,789) | $ (27,959) |
Denominator: | ||
Weighted average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 202,562 | 119,220 |
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) | 202,562 | 119,220 |
Net loss per share attributable to common stockholders | ||
Basic (in dollars per share) | $ (0.12) | $ (0.23) |
Diluted (in dollars per share) | $ (0.12) | $ (0.23) |
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, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share (in shares) | 3,241 | 4,618 |
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) | 559 | 2,616 |
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) | 345 | 2,002 |
Convertible senior notes (if converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share (in shares) | 2,337 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | Mar. 31, 2021USD ($) |
Related Party Transactions [Abstract] | |
Net amounts due from direct-sales professionals | $ 6.4 |
Advances to direct-sales professionals | $ 0.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Billions | Oct. 08, 2020USD ($) |
Vivint Solar | |
Business Acquisition [Line Items] | |
Purchase consideration for assets acquired | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) - Revolving loan - Subsequent Event - Sunrun Luna Portfolio 2021, LLC - Warehouse Facility - Line of Credit | Apr. 20, 2021USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 630,000,000 |
Line of credit, maximum borrowing capacity | $ 800,000,000 |
Discounted present value of the cash flows financed. | 80.00% |
Interest rate hedging | 80.00% |
Debt instrument, term | 4 years |
Debt instrument, reserve accounts | $ 2,600,000 |
London Interbank Offered Rate Or Secured Overnight Financing Rate | Minimum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 2.50% |
London Interbank Offered Rate Or Secured Overnight Financing Rate | Maximum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 3.50% |
Uncategorized Items - run-20210
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |