Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RUN | ||
Entity Registrant Name | Sunrun Inc. | ||
Entity Central Index Key | 1,469,367 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 307.8 | ||
Entity Common Stock, Shares Outstanding | 104,639,279 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash | $ 206,364 | $ 203,864 | |
Restricted cash | 11,882 | 9,203 | |
Accounts receivable (net of allowances for doubtful accounts of $1,166 and $1,641 as of December 31, 2016 and 2015, respectively) | 60,258 | 60,275 | |
State tax credits receivable | 13,713 | 9,198 | |
Inventories | 67,326 | 71,258 | |
Prepaid expenses and other current assets | 9,802 | 5,917 | |
Total current assets | 369,345 | 359,715 | |
Restricted cash | 6,117 | 8,094 | |
Solar energy systems, net | 2,629,366 | 1,992,021 | |
Property and equipment, net | 48,471 | 44,866 | |
Intangible assets, net | 18,499 | 22,705 | |
Goodwill | 87,543 | 87,543 | |
Prepaid tax asset | 378,541 | 190,146 | |
Other assets | 34,936 | 29,502 | |
Total assets | [1] | 3,572,818 | 2,734,592 |
Current liabilities: | |||
Accounts payable | 66,018 | 104,133 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,144 | |
Accrued expenses and other liabilities | 59,261 | 49,146 | |
Deferred revenue, current portion | 70,849 | 59,726 | |
Deferred grants, current portion | 8,011 | 13,949 | |
Capital lease obligations, current portion | 10,015 | 8,951 | |
Long-term non-recourse debt, current portion | 14,153 | 4,722 | |
Lease pass-through financing obligation, current portion | 5,823 | 3,710 | |
Total current liabilities | 244,784 | 252,481 | |
Deferred revenue, net of current portion | 583,401 | 559,066 | |
Deferred grants, net of current portion | 226,893 | 220,784 | |
Capital lease obligations, net of current portion | 12,965 | 15,042 | |
Recourse debt | 244,000 | 197,000 | |
Long-term non-recourse debt, net of current portion | 639,870 | 333,042 | |
Lease pass-through financing obligation, net of current portion | 137,958 | 153,188 | |
Other liabilities | 5,457 | 7,144 | |
Deferred tax liabilities | 415,397 | 190,146 | |
Total liabilities | [1] | 2,510,725 | 1,927,893 |
Commitments and contingencies (Note 22) | |||
Redeemable noncontrolling interests | 137,907 | 147,139 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of December 31, 2016 and 2015; no shares issued and outstanding as of December 31, 2016 and 2015 | |||
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of December 31, 2016 and 2015; issued and outstanding, 104,321 and 101,282 shares as of December 31, 2016 and 2015, respectively | 10 | 10 | |
Additional paid-in capital | 668,076 | 642,229 | |
Accumulated other comprehensive income (loss) | 437 | (921) | |
Retained earnings (accumulated deficit) | 4,438 | (87,249) | |
Total stockholders’ equity | 672,961 | 554,069 | |
Noncontrolling interests | 251,225 | 105,491 | |
Total equity | 924,186 | 659,560 | |
Total liabilities, redeemable noncontrolling interests and total equity | $ 3,572,818 | $ 2,734,592 | |
[1] | The Company’s consolidated assets as of December 31, 2016 and 2015 include $2,065,232 and $1,363,615, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of December 31, 2016 and 2015 were $1,920,330 and $1,305,420, respectively; cash as of December 31, 2016 and 2015 were $120,728 and $44,407, respectively; restricted cash as of December 31, 2016 and 2015 were $1,680 and $757, respectively; accounts receivable, net as of December 31, 2016 and 2015 were $20,771 and $12,965, respectively; prepaid expenses and other current assets as of December 31, 2016 and 2015 were $242 and $66, respectively and other assets as of December 31, 2016 and 2015 were $1,481 and $0, respectively. The Company’s consolidated liabilities as of December 31, 2016 and 2015 include $617,011 and $540,464, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of December 31, 2016 and 2015 of $14,873 and $11,025, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of December 31, 2016 and 2015 of $10,654 and $8,063, respectively; accrued expenses and other liabilities as of December 31, 2016 and 2015 of $782 and $175, respectively; deferred revenue as of December 31, 2016 and 2015 of $422,685 and $374,736, respectively; deferred grants as of December 31, 2016 and 2015 of $109,034 and $115,726, respectively; and long-term non-recourse debt as of December 31, 2016 and 2015 of $58,983 and $30,739, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts | $ 1,166 | $ 1,641 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 104,321,000 | 101,282,000 | |
Common stock, shares outstanding | 104,321,000 | 101,282,000 | |
Total assets | [1] | $ 3,572,818 | $ 2,734,592 |
Solar energy systems, net | 2,629,366 | 1,992,021 | |
Cash | 206,364 | 203,864 | |
Restricted cash | 11,882 | 9,203 | |
Accounts receivable, net | 60,258 | 60,275 | |
Prepaid expenses and other current assets | 9,802 | 5,917 | |
Other assets | 34,936 | 29,502 | |
Total liabilities | [1] | 2,510,725 | 1,927,893 |
Accounts payable | 66,018 | 104,133 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,144 | |
Accrued expenses and other liabilities | 59,261 | 49,146 | |
Deferred revenue | 654,250 | 618,792 | |
Long-term non-recourse debt | 898,023 | 534,764 | |
Variable Interest Entities | |||
Total assets | 2,065,232 | 1,363,615 | |
Solar energy systems, net | 1,920,330 | 1,305,420 | |
Cash | 120,728 | 44,407 | |
Restricted cash | 1,680 | 757 | |
Accounts receivable, net | 20,771 | 12,965 | |
Prepaid expenses and other current assets | 242 | 66 | |
Other assets | 1,481 | 0 | |
Total liabilities | 617,011 | 540,464 | |
Accounts payable | 14,873 | 11,025 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,063 | |
Accrued expenses and other liabilities | 782 | 175 | |
Deferred revenue | 422,685 | 374,736 | |
Deferred grants | 109,034 | 115,726 | |
Long-term non-recourse debt | $ 58,983 | $ 30,739 | |
[1] | The Company’s consolidated assets as of December 31, 2016 and 2015 include $2,065,232 and $1,363,615, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of December 31, 2016 and 2015 were $1,920,330 and $1,305,420, respectively; cash as of December 31, 2016 and 2015 were $120,728 and $44,407, respectively; restricted cash as of December 31, 2016 and 2015 were $1,680 and $757, respectively; accounts receivable, net as of December 31, 2016 and 2015 were $20,771 and $12,965, respectively; prepaid expenses and other current assets as of December 31, 2016 and 2015 were $242 and $66, respectively and other assets as of December 31, 2016 and 2015 were $1,481 and $0, respectively. The Company’s consolidated liabilities as of December 31, 2016 and 2015 include $617,011 and $540,464, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of December 31, 2016 and 2015 of $14,873 and $11,025, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of December 31, 2016 and 2015 of $10,654 and $8,063, respectively; accrued expenses and other liabilities as of December 31, 2016 and 2015 of $782 and $175, respectively; deferred revenue as of December 31, 2016 and 2015 of $422,685 and $374,736, respectively; deferred grants as of December 31, 2016 and 2015 of $109,034 and $115,726, respectively; and long-term non-recourse debt as of December 31, 2016 and 2015 of $58,983 and $30,739, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Operating leases and incentives | $ 168,417 | $ 118,004 | $ 84,006 |
Solar energy systems and product sales | 285,481 | 186,602 | 114,551 |
Total revenue | 453,898 | 304,606 | 198,557 |
Operating expenses: | |||
Cost of operating leases and incentives | 159,858 | 111,784 | 72,898 |
Cost of solar energy systems and product sales | 239,381 | 168,751 | 100,802 |
Sales and marketing | 162,781 | 145,477 | 78,723 |
Research and development | 10,199 | 9,657 | 8,386 |
General and administrative | 92,377 | 84,442 | 68,098 |
Amortization of intangible assets | 4,206 | 3,695 | 2,269 |
Total operating expenses | 668,802 | 523,806 | 331,176 |
Loss from operations | (214,904) | (219,200) | (132,619) |
Interest expense, net | 53,244 | 33,236 | 27,521 |
Loss on early extinguishment of debt | 431 | 4,350 | |
Other expenses (income), net | (840) | 1,338 | 3,043 |
Loss before income taxes | (267,308) | (254,205) | (167,533) |
Income tax expense (benefit) | 35,993 | (5,299) | (10,043) |
Net loss | (303,301) | (248,906) | (157,490) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (394,988) | (220,660) | (86,638) |
Net income (loss) attributable to common stockholders | 91,687 | (28,246) | (70,852) |
Less: Deemed dividend to convertible preferred stockholders | (24,890) | ||
Net income (loss) available to common stockholders | $ 91,687 | $ (53,136) | $ (70,852) |
Net income (loss) per share available to common shareholders | |||
Basic | $ 0.90 | $ (0.96) | $ (3.11) |
Diluted | $ 0.87 | $ (0.96) | $ (3.11) |
Weighted average shares used to compute net income (loss) per share available to common stockholders | |||
Basic | 102,367 | 55,091 | 22,795 |
Diluted | 104,964 | 55,091 | 22,795 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) attributable to common stockholders | $ 91,687 | $ (28,246) | $ (70,852) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivatives, net of income taxes | 335 | (2,442) | |
Less: Interest expense on derivatives recognized into earnings, net of income taxes | (1,023) | (1,521) | |
Comprehensive income (loss) | $ 93,045 | $ (29,167) | $ (70,852) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series E Convertible Preferred Stock | Series D And E Preferred Stock | Redeemable Noncontrolling Interests | Preferred Stock | Preferred StockSeries E Convertible Preferred Stock | Common Stock | Common StockSeries D And E Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries E Convertible Preferred Stock | Additional Paid-In CapitalSeries D And E Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total Stockholders' Equity | Total Stockholders' EquitySeries E Convertible Preferred Stock | Total Stockholders' EquitySeries D And E Preferred Stock | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2013 | $ 222,711 | $ 4 | $ 1 | $ 153,129 | $ 11,849 | $ 164,983 | $ 57,728 | ||||||||||
Beginning Balance at Dec. 31, 2013 | $ 109,665 | ||||||||||||||||
Beginning Balance, (in shares) at Dec. 31, 2013 | 43,998 | 10,412 | |||||||||||||||
Conversion of Preferred Stock, (in shares) | (36) | 36 | |||||||||||||||
Issuance of share, net of issuance costs | $ 143,393 | $ 1 | $ 143,392 | $ 143,393 | |||||||||||||
Issuance of share, net of issuance costs(in shares) | 10,879 | ||||||||||||||||
Issuance of shares due to business acquisition | 75,281 | $ 1 | 75,280 | 75,281 | |||||||||||||
Issuance of shares due to business acquisition, (in shares) | 12,763 | ||||||||||||||||
Exercise of stock options | 2,707 | 2,707 | 2,707 | ||||||||||||||
Exercise of stock options, (in shares) | 1,038 | ||||||||||||||||
Stock-based compensation | 9,352 | 9,352 | 9,352 | ||||||||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 80,653 | 88,837 | 80,653 | ||||||||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (10,923) | (11,619) | (10,923) | ||||||||||||||
Net income (loss) | (106,555) | (50,935) | (70,852) | (70,852) | |||||||||||||
Net loss, Noncontrolling Interest | (86,638) | (35,703) | |||||||||||||||
Ending Balance at Dec. 31, 2014 | 416,619 | $ 5 | $ 2 | 383,860 | (59,003) | 324,864 | 91,755 | ||||||||||
Ending Balance at Dec. 31, 2014 | 135,948 | ||||||||||||||||
Ending Balance, (in shares) at Dec. 31, 2014 | 54,841 | 24,249 | |||||||||||||||
Issuance of share, net of issuance costs | 221,318 | $ 2 | 221,316 | 221,318 | |||||||||||||
Issuance of share, net of issuance costs(in shares) | 17,482 | ||||||||||||||||
Issuance of shares due to business acquisition | 19,148 | 19,148 | 19,148 | ||||||||||||||
Issuance of shares due to business acquisition, (in shares) | 1,650 | ||||||||||||||||
Exercise of stock options | $ 3,548 | 3,548 | 3,548 | ||||||||||||||
Exercise of stock options, (in shares) | 1,210 | 1,210 | |||||||||||||||
Issuance of restricted stock units, net of tax withholdings | $ (103) | (103) | (103) | ||||||||||||||
Issuance of restricted stock units, net of tax withholdings, (in shares) | 182 | ||||||||||||||||
Stock-based compensation | 16,002 | 16,002 | 16,002 | ||||||||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 147,238 | 128,466 | 147,238 | ||||||||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (17,193) | (12,924) | (17,193) | ||||||||||||||
Inducement shares issued | $ 23,349 | $ 1 | $ 23,348 | $ 23,349 | |||||||||||||
Inducement shares issued, (in shares) | 1,668 | ||||||||||||||||
Deemed dividend | $ (24,890) | $ (24,890) | $ (24,890) | ||||||||||||||
Conversion of convertible preferred stock to common stock | $ (5) | $ 5 | |||||||||||||||
Conversion of convertible preferred stock to common stock, (in shares) | (54,841) | 54,841 | |||||||||||||||
Net income (loss) | (144,555) | (104,351) | (28,246) | (28,246) | |||||||||||||
Net loss, Noncontrolling Interest | (220,660) | (116,309) | |||||||||||||||
Other comprehensive income (loss), net of taxes | (921) | $ (921) | (921) | ||||||||||||||
Ending Balance at Dec. 31, 2015 | 659,560 | $ 10 | 642,229 | (921) | (87,249) | 554,069 | 105,491 | ||||||||||
Ending Balance at Dec. 31, 2015 | 147,139 | 147,139 | |||||||||||||||
Ending Balance, (in shares) at Dec. 31, 2015 | 101,282 | ||||||||||||||||
Issuance of shares due to business acquisition, (in shares) | 250 | ||||||||||||||||
Exercise of stock options | $ 5,416 | 5,416 | 5,416 | ||||||||||||||
Exercise of stock options, (in shares) | 1,852 | 1,852 | |||||||||||||||
Issuance of restricted stock units, net of tax withholdings | $ (381) | (381) | (381) | ||||||||||||||
Issuance of restricted stock units, net of tax withholdings, (in shares) | 422 | ||||||||||||||||
Shares issued in connection with the Employee Stock Purchase Plan | 2,432 | 2,432 | 2,432 | ||||||||||||||
Shares issued in connection with the Employee Stock Purchase Plan, (in shares) | 515 | ||||||||||||||||
Stock-based compensation | 18,817 | 18,817 | 18,817 | ||||||||||||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 450,519 | 123,023 | 450,519 | ||||||||||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (28,447) | (13,605) | (28,447) | ||||||||||||||
Offering costs in connection with underwritten public offering | (437) | (437) | (437) | ||||||||||||||
Net income (loss) | (184,651) | (118,650) | 91,687 | 91,687 | |||||||||||||
Net loss, Noncontrolling Interest | (394,988) | (276,338) | |||||||||||||||
Other comprehensive income (loss), net of taxes | 1,358 | 1,358 | 1,358 | ||||||||||||||
Ending Balance at Dec. 31, 2016 | 924,186 | $ 10 | $ 668,076 | $ 437 | $ 4,438 | $ 672,961 | $ 251,225 | ||||||||||
Ending Balance at Dec. 31, 2016 | $ 137,907 | $ 137,907 | |||||||||||||||
Ending Balance, (in shares) at Dec. 31, 2016 | 104,321 |
Consolidated Statements of Red7
Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Series E Convertible Preferred Stock | |
Issuance costs of preferred stock | $ 7,108 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (303,301) | $ (248,906) | $ (157,490) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Noncash losses, net | 3,880 | 3,516 | 4,350 |
Depreciation and amortization, net of amortization of deferred grants | 104,105 | 71,373 | 49,541 |
Bad debt expense | 1,355 | 1,998 | 546 |
Interest on lease pass-through financing obligations | 12,081 | 11,959 | 10,204 |
Noncash tax expense (benefit) | 35,993 | (5,299) | (10,043) |
Noncash interest expense | 13,441 | 6,997 | 2,384 |
Stock-based compensation expense | 18,723 | 15,823 | 9,218 |
Reduction in lease pass-through financing obligations | (18,551) | (16,780) | (12,323) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 674 | (15,517) | (14,075) |
Inventories | 4,042 | (47,344) | (3,788) |
Prepaid and other assets | (4,799) | (884) | (1,920) |
Accounts payable | (40,336) | 50,946 | 11,063 |
Accrued expenses and other liabilities | 11,819 | 19,168 | 7,010 |
Deferred revenue | 10,294 | 47,684 | 97,395 |
Net cash used in operating activities | (150,580) | (105,266) | (7,928) |
Investing activities: | |||
Payments for the costs of solar energy systems, leased and to be leased | (727,568) | (594,887) | (412,267) |
Purchases of property and equipment | (12,544) | (13,027) | (15,317) |
Business acquisition, net of cash acquired | (5,000) | (19,575) | (36,384) |
Net cash used in investing activities | (745,112) | (627,489) | (463,968) |
Financing activities: | |||
Proceeds from state tax credits, net of recapture | 9,081 | 4,685 | 1,579 |
Proceeds from recourse debt | 458,400 | 495,985 | 49,224 |
Repayment of recourse debt | (411,400) | (348,224) | (24,000) |
Proceeds from non-recourse debt | 335,666 | 159,400 | 143,526 |
Repayment of non-recourse debt | (23,076) | (11,774) | (96,054) |
Payment of debt fees | (13,741) | (14,798) | (7,939) |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 143,393 | ||
Proceeds from lease pass-through financing obligations, net | 16,047 | 129,121 | 174,159 |
Repayment of lease pass-through financing obligations | (88,918) | ||
Contributions received from noncontrolling interests and redeemable noncontrolling interests | 573,542 | 275,704 | 169,490 |
Distributions paid to noncontrolling interests and redeemable noncontrolling interests | (39,542) | (28,737) | (31,967) |
Acquisition of noncontrolling interests | (21) | ||
Proceeds from exercises of stock options, net of withholding taxes on restricted stock units and issuance of shares in connection with the Employee Stock Purchase Plan | 7,364 | 3,548 | 2,707 |
Proceeds received, net and (offering costs paid) related to initial public offering | (437) | 222,078 | |
Payment of capital lease obligations | (12,759) | (4,854) | (1,181) |
Change in restricted cash | (953) | (8,751) | 1,435 |
Net cash provided by financing activities | 898,192 | 784,465 | 524,351 |
Net increase in cash | 2,500 | 51,710 | 52,455 |
Cash, beginning of period | 203,864 | 152,154 | 99,699 |
Cash, end of period | 206,364 | 203,864 | 152,154 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 26,191 | 11,954 | 11,101 |
Supplemental disclosures of noncash investing and financing activities | |||
Costs of solar energy systems and property and equipment included in accounts payable and accrued expenses | 18,547 | 15,850 | 14,074 |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,144 | 6,764 |
Vehicles acquired under capital leases | $ 12,961 | 21,556 | 5,666 |
Noncash purchase consideration on acquisition of business | 18,718 | $ 76,964 | |
Deemed dividend on Series D and E preferred shares | 24,890 | ||
Offering costs prepaid in prior year | $ 760 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1. 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 a power purchase agreement (“PPA”) or a lease (each, a “Customer Agreement”) which typically has a term of 20 years. Sunrun monitors, maintains and insures the Projects. As a result of the acquisition of the residential sales and installation business of Mainstream Energy Corporation, its fulfillment business AEE Solar and its racking business SnapNrack (collectively, “MEC”) completed in February 2014, the Company also sells solar energy systems and products, such as panels and racking, 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) lease pass-throughs, (ii) partnership-flips and (iii) joint venture (“JV”) inverted leases. Sunrun acquired Clean Energy Experts, LLC (“CEE”), a consumer demand and solar lead generation company, in April 2015, to support the growth of the business, including reducing costs of obtaining customer leads externally. As a result of the acquisition, the Company also sells a portion of solar leads generated to customers. The Company completed its initial public offering in August 2015 and its common stock is listed on the NASDAQ Global Select Market under the symbol “RUN”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect the accounts and operations of the Company and its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling financial interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. In addition, during 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangement December 31, 2015 As Adoption of ASU As Reclassified Prepaid expenses and other current assets $ 6,696 $ (779 ) $ 5,917 Other assets 32,277 (2,775 ) 29,502 Long-term non-recourse debt, current portion 5,408 (686 ) 4,722 Recourse debt 194,975 2,025 197,000 Long-term non-recourse debt, net of current portion 337,935 (4,893 ) 333,042 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 significant estimates and assumptions, including, but not limited to, 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 fair value of assets acquired and liabilities assumed in business combinations, the effective interest rate used to amortize lease pass-through financing obligations, the fair value used to value solar energy systems, 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. Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operating leases $ 125,197 $ 86,332 $ 63,962 Incentives 43,220 31,672 20,044 Operating leases and incentives 168,417 118,004 84,006 Solar energy systems 127,727 50,191 23,687 Products 157,754 136,411 90,864 Solar energy systems and product sales 285,481 186,602 114,551 Total revenue $ 453,898 $ 304,606 $ 198,557 Cash Cash consists of bank deposits held in checking and savings accounts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by federal deposit insurance. The Company believes that its credit risk is not significant. Restricted Cash Restricted cash represents amounts related to replacement of solar energy system components and obligations under certain financing transactions. 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 arrangements with customers, the customers typically assign incentive rebates to the Company. Accounts receivable are recorded at net realizable value. The Company maintains allowances for the applicable portion of receivables when collection becomes doubtful. The Company estimates anticipated losses from doubtful accounts based upon the expected collectability of all accounts receivables, which takes into account the number of days past due, collection history, identification of specific customer exposure, and current economic trends. Once a receivable is deemed to be uncollectible, it is written off. In 2016, 2015 and 2014, the Company recorded provision for bad debt expense of $1.4 million, $2.0 million and $0.5 million, respectively, and wrote-off uncollectible receivables of $1.8 million, $1.1 million and $0.1 million, respectively. Accounts receivable, net consists of the following (in thousands): December 31, 2016 2015 Customer receivables $ 50,811 $ 46,169 Customer deposits 5,793 10,150 Other receivables 856 4,376 Rebates receivable 3,964 1,221 Allowance for doubtful accounts (1,166 ) (1,641 ) Total $ 60,258 $ 60,275 State Tax Credits Receivable State tax credits receivable are recognized upon submission of the state income tax return. Inventories Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventories consist of raw materials such as photovoltaic panels, inverters and mounting hardware as well as miscellaneous electrical components that are sold as-is by the distribution operations and used in installations and work-in-process. Work-in-process primarily relates to solar energy systems that will be sold to customers, which are partially installed and have yet to pass inspection by the responsible city or utility department. For solar energy systems where the Company performs the installation, the Company commences transferring component parts from inventories to construction-in-progress, a component of solar energy systems, once a lease contract with a lease customer has been executed and the component parts have been assigned to a specific project. Additional costs incurred including labor and overhead are recorded within construction in progress. The Company periodically reviews inventories for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to their market value. Solar Energy Systems, net The Company records solar energy systems leased to customers and solar energy systems that are under installation as solar energy systems, net on its consolidated balance sheet. Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems, less accumulated depreciation and amortization. Depreciation on solar energy systems is calculated on a straight-line basis over the estimated useful lives of the systems of 35 years. Prior to the fourth quarter of 2016, the Company calculated depreciation on solar energy systems on a straight-line basis to their estimated residual values over the estimated useful lives of systems, which was expected to be 20 years. The Company revised the estimated useful life of solar energy systems in the fourth quarter of 2016, as the Company reviewed its assumptions and concluded that customers are more likely to renew their lease rather than purchase the solar energy system at the end of the lease term. The impact of the change in estimate was immaterial for current and future periods. The Company periodically reviews its estimated useful life and recognizes changes in estimates by prospectively adjusting depreciation expense. Inverters are depreciated over their estimated useful life of 10 years. Solar energy systems under installation will be depreciated as solar energy systems leased to customers when the respective systems are completed and interconnected. Initial direct costs from the origination of Customer Agreements are capitalized and amortized over the initial term of the related Customer Agreement and are included within solar energy systems, net in the consolidated balance sheets. Amortization of these costs is recorded in cost of operating leases and incentives in the accompanying consolidated statements of operations. Property and Equipment, net Property and equipment, net consists of leasehold improvements, furniture, computer hardware and software, machinery and equipment and automobiles. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment is depreciated on a straight-line basis over the following periods: Leasehold improvements Lesser of estimated useful life of the asset or lease term, which is typically 2 to 6 years Furniture 5 years Computer hardware and software 3 years Machinery and equipment Lesser of 5 years or lease term Automobiles Lease term Capitalization of Software Costs For costs incurred in the development of internal use software, the Company capitalizes costs incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life. We capitalized additional costs of $4.9 million, $8.3 million and $7.3 million in 2016, 2015 and 2014, respectively, associated with our software, including BrightPath. Intangible Assets, net Finite-lived intangible assets are initially recorded at fair value and presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 6-10 years Developed technology 5 years Trade names 5-8 years Impairment of Long-Lived Assets The carrying amounts of the Company’s long-lived assets, including solar energy systems and intangible assets subject to depreciation and amortization, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that are considered in deciding when to perform an impairment review would include significant negative industry or economic trends and significant changes or planned changes in the use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No impairment of long-lived assets has been recorded for the years ended December 31, 2016, 2015 and 2014. Business Combinations Acquisitions of entities that meet the definition of a business are accounted for as business combinations in accordance with ASC 805, Business Combinations Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed of MEC in February 2014 and CEE in April 2015. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. The Company has determined that it operates as one reporting unit and the Company’s goodwill is recorded at the enterprise level. The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that goodwill might be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its net book value, an unanticipated change in competition or the Company’s market share and a significant change in the Company’s strategic plans. Deferred Revenue Deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes a) amounts that are collected from customers, including upfront deposits and lease prepayments; b) rebates and incentives received and receivables from utility companies and various local and state government agencies; c) amounts related to investment tax credits (“ITC”) that the Company monetized in connection with its lease-pass through financing obligations; and d) amounts received related to the sales of solar renewable energy credits (“SRECs”). Deferred revenue consists of the following (in thousands): December 31, 2016 2015 Customer payments $ 400,233 $ 370,754 Rebates and incentives 110,576 102,827 ITCs 121,004 126,853 SRECs 22,437 18,358 Total $ 654,250 $ 618,792 Deferred Grants Deferred grants consist of U.S. Treasury grants and state tax credits. The Company applied for a renewable energy technologies income tax credit offered by one of the states in the form of a cash payment and deferred the tax credit as a grant on the consolidated balance sheets. The Company records the grants as deferred grants and recognizes the benefit on a straight-line basis over the estimated depreciable life of the associated assets as a reduction in cost of operating leases and incentives. As described in the Solar Energy Systems, net section above, the estimated depreciable life of the associated assets was revised from 20 to 35 years. 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. Solar Energy Performance Guarantees The Company guarantees to customers certain specified minimum solar energy production output for solar facilities over the initial term of the Customer Agreements. The Company monitors the solar energy systems to determine whether these specified minimum outputs are being achieved. If the Company determines that the guaranteed minimum energy output is not achieved, it records a liability for the estimated amounts payable. The liability, which is included as accrued expenses and other liabilities in the consolidated balance sheets is immaterial in all periods presented. Derivative Financial Instruments The Company recognizes all derivative instruments on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive loss if a derivative is designated as part of a hedge transaction. The ineffective portion of the hedge, if any, is immediately recognized in earnings and are included in other expenses (income), net in the consolidated statements of operations. Beginning in 2015, the Company uses derivative financial instruments, primarily interest rate swaps, to manage its exposure to interest rate risks on its syndicated term loans, which are recognized on the balance sheet at their fair values. On the date that the Company enters into a derivative contract, the Company formally documents all relationships between the hedging instruments and the hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either a freestanding asset or liability. Changes in the fair value of a derivative that is designated and qualifies as an effective cash flow hedge are recorded in accumulated other comprehensive loss, net of tax, until earnings are affected by the variability of cash flows of the hedged item. Any derivative gains and losses that are not effective in hedging the variability of expected cash flows of the hedged item or that do not qualify for hedge accounting treatment are recognized directly into income. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in cash flows of the derivative instrument have been highly effective in offsetting changes in the cash flows of the hedged items and whether they are expected to be highly effective in the future. The Company discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the derivative instrument is carried at its fair market value on the balance sheet with the changes in fair value recognized in current period earnings. The remaining balance in accumulated other comprehensive loss associated with the derivative that has been discontinued is not recognized in the income statement unless it is probable that the forecasted transaction will not occur. Such amounts are recognized in earnings when earnings are affected by the hedged transaction. The Company recognized warrants with former preferred stockholders as an inducement to convert their shares of convertible preferred stock into shares of common stock immediately prior to the Company’s initial public offering as derivative liabilities. Such liabilities were valued when the financial instruments were initially issued, with the change in their respective fair values recorded as a gain or loss on revaluation within other expenses (income), net in the Company’s statement of operations. The Company determines the fair value of its warrant derivative liabilities using the Black-Scholes option-pricing model. 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 techniques 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, and recourse and non-recourse debt. Revenue Recognition The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed and determinable, and (iv) collection of the related receivable is reasonably assured. Operating leases and incentives Operating leases and incentives revenue is primarily comprised of revenue from Customer Agreements, revenue from solar energy system rebate incentives, revenue associated with ITCs assigned to investment funds that are classified as lease pass-through arrangements 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. The Company recognizes revenue on a straight-line basis over the initial term of the Customer Agreements (typically 20 years) that have minimum lease payments, or as earned when the customers are billed based on the actual electricity generated at a specific rate under the terms of the Customer Agreements. The Company considers upfront rebate incentives received from states and utilities for solar energy systems subject to Customer Agreements to be minimum lease payments. Rebate revenue is recognized on a straight-line basis over the life of the initial contract term of the Customer Agreement beginning when a PTO letter is issued by the local utility company or on the date daily operation commences if utility approval is not required. The Company monetizes the ITCs associated with the leased systems on its lease pass-through financing obligations by assigning them to the investor together with the future customer lease payments. A portion of the cash consideration received from the investors is allocated to the estimated fair value of the assigned ITCs upon the PTO dates of the leased systems, as discussed below. The estimated fair value of the ITCs is determined by applying the expected internal rate of return to the investor on this structure to the gross amount of the ITCs that may be claimed by the investor. The ITCs are subject to recapture under the Code if the underlying solar energy system either ceases to be a qualifying property or undergoes a change in ownership within five years of its placed in service date. The recapture amount decreases by 20% on each anniversary of the PTO date. As the Company has an obligation to ensure the solar energy systems is in service and operational for a term of five years to avoid any recapture of the ITCs, the Company recognizes revenue as the recapture provisions lapse assuming the other aforementioned revenue recognition criteria have been met. The portion of monetized ITCs are reclassified to deferred revenue from lease pass-through financing obligation on the consolidated balance sheets when the leased systems are granted PTO. Subsequently, one-fifth of the monetized ITCs are recognized as revenue in the consolidated statements of operations on each anniversary of the solar energy systems’ PTO date over the following five years. SREC revenue arises from the sale of environmental credits generated by solar energy systems. SREC revenue is recorded in operating leases and incentives revenue. We recognize revenue related to the sale of SRECs to the extent the cumulative value of delivered SRECs per contract exceeds any possible liquidated damages for non-delivery, if any. The Company has determined that Customer Agreements are operating leases as opposed to capital leases pursuant to ASC 840, Leases Solar energy systems and product sales For solar energy systems sold to customers, the Company recognizes revenue when the solar energy system passes inspection by the authority having jurisdiction, provided all other revenue recognition criteria have been met. The Company’s installation projects are typically completed in a short period of time. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers and customer leads. Product sales revenue is recognized at the time when title is transferred, generally upon shipment. Shipping and handling fees charged to customers are included in net sales. Total shipping and handling fees charged to customers was $2.6 million for the years ended December 31, 2016 and 2015 and $2.4 million for the year ended December 31, 2014. Volume discounts given to customers are recorded as a reduction of revenue, since the Company does not receive goods or services in exchange for the discounts offered. 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 product revenue. Cost of Revenue Operating leases and incentives Cost of revenue for operating leases and incentives is primarily comprised of the (1) depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) amortization of initial direct costs, (3) lease operations, monitoring and maintenance costs including associated personnel costs, and (4) 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. Research and Development Expense Research and development expenses include personnel costs, allocated overhead costs, and other costs related to the development of the Company’s BrightPath software suite as well as our racking equipment. These expenses include costs related to the development, maintenance and research associated with our BrightPath software and our SnapNrack racking equipment. Advertising Costs Advertising costs are expensed as incurred in the consolidated statements of operations. The Company incurred advertising costs of $30.2 million, $34.8 million and $16.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. Stock-Based Compensation The Company grants stock options and restricted stock units (“RSUs”) for its equity incentive plan and employee stock purchase plan. Stock-based compensation to employees is measured based on the grant date fair value of the awards and recognized over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options and employee stock purchase plans awards granted using the Black-Scholes option-valuation model. Compensation cost is recognized over the vesting period of the applicable award using the straight-line method for those options expected to vest. The Company also grants RSUs to non-employees that vest upon the satisfaction of both performance and service conditions. For RSUs granted to non-employees that vest upon the satisfaction of a performance condition, the Company starts recognizing expense on the RSUs when the performance condition is met. Noncontrolling Interests and Redeemable Noncontrolling Interests Noncontrolling interests represent investors’ interests in the net assets of the Funds that the Company has created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The Company has determined that the contractual provisions in the funding arrangements represent substantive profit sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these arrangements, assuming the net assets of these funding structures were liquidated at recorded amounts. The Company’s initial calculation of the investor’s noncontrolling interest in the results of operations of these funding arrangements is determined as the difference in the noncontrolling interests’ claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between the Fund and the investors. The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable noncontrolling interests are reported using the greater of their carrying value as determined by the HLBV method or their estimated redemption value at each reporting date. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements and tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax asset will not be realized. The Company is subject to the provisions of ASC 740, Income Taxes The Company sells solar energy systems to the Funds. As the Funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales, any tax expense incurred related to these intercompany sales is deferred and recorded as a prepaid tax asset and amortized over the depreciable life of the underlying solar energy systems which has been estimated to be 35 years in accordance with ASC Topic 810. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdiction. Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable, which includes rebates receivable. The associated risk of concentration for cash is mitigated by banking with institutions with high credit ratings. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. To reduce credi |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions Clean Energy Experts, LLC In April 2015, the Company acquired Clean Energy Experts, LLC, a consumer demand and solar lead generation company, for $25.0 million in cash and 1.9 million shares of common stock valued at $19.1 million, net of settlement of a preexisting payable to CEE. Of this amount, $15.0 million in cash was paid and 1.4 million shares were issued in April 2015. The remaining $10.0 million in cash and 500,000 shares were paid and issued as follows: $5.0 million was paid and 250,000 shares were issued in October 2015 and $5.0 million was paid and 250,000 shares were issued in April 2016. An additional $9.1 million in cash and 600,000 shares of common stock may be issued on April 1, 2017, subject to the achievement of certain sales targets as well as continued employment of certain key employees acquired in the transaction, which will be recorded as compensation expense (“CEE Compensation”) over a two-year period unless and until the Company assesses that the achievement of sales targets is not probable. The acquisition is expected to enhance the Company’s efficient and consistent access to high-quality leads in existing and new markets. The Company has included the results of operations of the acquired business in the consolidated statements of operations from the acquisition date. The assets acquired and liabilities assumed in the CEE acquisition have been recorded based on their fair value at the acquisition date. Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired and is not deductible for tax purposes. Goodwill recorded is primarily attributable to the acquired assembled workforce and the synergies expected to arise after the CEE acquisition. Transaction costs related to the acquisition were expensed as incurred. The following table summarizes the fair value of assets acquired and liabilities assumed (in thousands): Cash $ 424 Accounts receivable 639 Intangible assets 13,290 Accounts payable and accrued liabilities (1,247 ) Deferred tax liability (5,146 ) Identifiable assets and liabilities assumed 7,960 Goodwill 35,757 Total $ 43,717 The fair value of acquired intangible assets and their estimated useful life are as follows (in thousands, except estimated useful life): Fair Estimated Useful Life (in years) Developed technology $ 5,910 5 Customer relationships 4,390 8 Trade names 2,990 8 Total $ 13,290 For the year ending December 31, 2015, the contribution of the acquired business to the Company’s total revenues was $16.9 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement At December 31, 2016 and 2015, the carrying value of receivables, accounts payable, accrued expenses, and distributions payable to noncontrolling interests approximates fair value due to their short-term nature. The carrying values and fair values of debt instruments are as follows (in thousands): December 31, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Lines of credit $ 489,200 $ 489,200 $ 197,000 $ 197,000 Syndicated term loans 189,989 189,989 169,344 169,344 Bank term loan 81,307 80,542 30,739 32,692 Note payable 36,232 35,396 32,781 32,568 Solar asset-backed notes 101,295 102,869 104,900 110,103 Total $ 898,023 $ 897,996 $ 534,764 $ 541,707 At December 31, 2016, the fair value of the Company’s lines of credit, syndicated term loans and bank term loans due in July 2021 and September 2022 approximates their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At December 31, 2015, the fair value of the Company’s line of credit and syndicated term loans approximates their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At December 31, 2016 and 2015, the fair value of the Company’s bank term loan due in April 2022, note payable and solar asset-backed notes 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 3 hierarchy. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market. The Company determines the fair value of its interest rate swaps using a discounted cash flow model which 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 determines the fair value of its warrants issued using the Black-Scholes option-pricing model. The key inputs used to determine value of the warrants was an estimated fair value of the Company’s common stock of $5.31 per share, risk-free interest rate of 1.04%, expected volatility of 47.34%, the remaining contract life of 1.55 years and expected dividend yield rate of 0.00%. The significant unobservable input used in the fair value measurement of the warrant liability was the expected volatility of the Company. Generally, increases (decreases) in the expected volatility of the Company would result in a directionally similar impact to the measurement of the Company’s warrants. At December 31, 2016 and 2015, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy are as follows (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 1,632 $ — $ 1,632 Total $ — $ 1,632 $ — $ 1,632 Derivative liabilities: Warrants $ — $ — $ 20 $ 20 Total $ — $ — $ 20 $ 20 December 31, 2015 Level 1 Level 2 Level 3 Total Derivative liabilities: Interest rate swaps $ — $ 921 $ — $ 921 Warrants — — 557 557 Total $ — $ 921 $ 557 $ 1,478 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories consist of the following (in thousands): December 31, 2016 2015 Raw materials $ 62,037 $ 62,967 Work-in-process 5,289 8,291 Total $ 67,326 $ 71,258 |
Solar Energy Systems, Net
Solar Energy Systems, Net | 12 Months Ended |
Dec. 31, 2016 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, Net | Note 6. Solar Energy Systems, net Solar energy systems, net consists of the following (in thousands): December 31, 2016 2015 Solar energy system equipment costs $ 2,459,856 $ 1,846,103 Inverters 260,011 177,202 Initial direct costs 117,587 68,280 Total solar energy systems 2,837,454 2,091,585 Less: Accumulated depreciation and amortization (303,305 ) (212,671 ) Add: Construction-in-progress 95,217 113,107 Total solar energy systems, net $ 2,629,366 $ 1,992,021 All solar energy systems, construction-in-progress and inverters have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $93.4 million, $70.7 million and $54.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. The depreciation expense was reduced by the amortization of deferred grants of $13.1 million, $14.2 million and $13.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | Note 7. Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2016 2015 Machinery and equipment $ 3,491 $ 2,808 Leasehold improvements, furniture, and computer hardware 13,407 10,669 Vehicles 44,788 33,048 Computer software 24,552 19,883 Total property and equipment 86,238 66,408 Less: Accumulated depreciation and amortization (37,767 ) (21,542 ) Total solar energy systems, net $ 48,471 $ 44,866 Depreciation and amortization expense was $18.8 million, $11.2 million and $6.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. The gross amount of assets under capital leases, primarily vehicles, was $46.2 million and $34.2 million as of December 31, 2016 and 2015. Accumulated depreciation related to these assets was $16.3 million and $6.2 million as of December 31, 2016 and 2015, respectively. Depreciation expense related to these assets was $10.8 million, $4.9 million and $1.2 million as of December 31, 2016, 2015 and 2014, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 8. Goodwill and Intangible Assets, net The goodwill and intangible assets were acquired as part of the acquisition of MEC and CEE acquisitions referred to in Note 1, Organization The change in the carrying value of goodwill is as follows (in thousands): Balance—January 1, 2015 $ 51,786 Acquisition of CEE (Note 3) 35,757 Balance—December 31, 2015 and 2016 $ 87,543 The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that goodwill might be impaired. The Company has determined that it has one reporting unit. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the qualitative step is not passed, the Company performs a two-step impairment test whereby in step one, the Company must compare the fair value of the Company with its carrying amount. If the carrying amount exceeds its fair value, the Company performs the step two of the goodwill impairment test to determine the amount of impairment. As of October 1, 2016, due to the decline in the Company’s market capitalization from the 2015 annual impairment test, the Company performed step one of the impairment test. As of October 1, 2016, the Company concluded that the fair value of the Company exceeded its carrying value, as the Company’s market capitalization exceeded total stockholders’ equity. The Company considered the continued decrease in market capitalization from October 1, 2016 to December 31, 2016 to be an impairment indicator and the Company also performed the step one test for potential impairment as of December 31, 2016. As of December 31, 2016, total stockholders’ equity exceeded the Company’s market capitalization. The estimated fair value of the Company was estimated using a combination of a market approach and an income approach, giving equal weighting to both. Under the market approach, the Company utilizes publicly traded comparable company information to determine revenue multiples that are used to value the Company. Under the income approach, the Company determines fair value based on estimated future cash flows of the Company discounted by an estimated weighted average cost of capital, reflecting the overall level of inherent risk of the Company and the rate of return an outside investor would expect to earn. The forecast and related assumptions were derived from the most recent annual financial forecast for which the planning process commenced in the fourth quarter of 2016. Based on the fair value analysis as of December 31, 2016, the Company had an estimated fair value which exceeded its carrying value by approximately 8%. Therefore, no impairment of goodwill has been recorded for the year ended December 31, 2016. Intangible assets, net as of December 31, 2016 consist of the following (in thousands, except weighted average remaining life): Weighted average Accumulated Carrying remaining life Cost amortization value (in years) Customer relationships $ 14,660 $ (4,317 ) $ 10,343 6.4 Developed technology 6,820 (2,600 ) 4,220 3.1 Trade names 6,990 (3,054 ) 3,936 4.6 Total $ 28,470 $ (9,971 ) $ 18,499 Intangible assets, net as of December 31, 2015 consist of the following (in thousands, except weighted average remaining life): Weighted average Accumulated Carrying remaining life Cost amortization value (in years) Customer relationships $ 14,660 $ (2,618 ) $ 12,042 7.4 Developed technology 6,820 (1,235 ) 5,585 4.1 Trade names 6,990 (1,912 ) 5,078 5.3 Total $ 28,470 $ (5,765 ) $ 22,705 The Company recorded amortization of intangible assets expense of $4.2 million, $3.7 million and $2.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows (in thousands): 2017 $ 4,205 2018 4,205 2019 3,335 2020 2,143 2021 1,750 Thereafter 2,861 Total $ 18,499 |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Current Assets | Note 9. Prepaid Expense and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2016 2015 Prepaid expenses $ 6,285 $ 5,134 Reimbursement receivable 3,160 337 State tax receivable 347 427 Other current assets 10 19 Total $ 9,802 $ 5,917 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Note 10. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued employee compensation $ 22,758 $ 21,353 CEE Compensation expense 7,948 — CEE acquisition consideration — 5,000 Accrued professional fees 4,073 3,480 Other accrued expenses 24,482 19,313 Total $ 59,261 $ 49,146 |
Cash Equity Financing
Cash Equity Financing | 12 Months Ended |
Dec. 31, 2016 | |
Cash Equity Financing [Abstract] | |
Cash Equity Financing | Note 11. Cash Equity Financing In December 2016, the Company pooled and transferred its interests in certain financing funds into a special purpose entity (“SPE”) with a new investor. The Company has determined that the SPE is a variable interest entity and that the Company is the primary beneficiary of the SPE by reference to the power and benefits criterion under ASC 810, Consolidation VIE Arrangements |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | Note 12. Indebtedness As of December 31, 2016, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 244,000 $ 244,000 $ 3,406 Varies (1) 3.96% - 5.75% April 2018 Total recourse debt $ — $ 244,000 $ 244,000 $ 3,406 Non-recourse debt: Line of credit (Aggregation Facility) — 245,200 245,200 9,300 Varies (2) 2.93% - 3.39% December 2020 Term Loan A 616 146,387 147,003 5,000 LIBOR + 2.75% 3.64 % December 2021 Bank term loan due in September 2022 1,074 21,249 22,323 — LIBOR +2.25% 2.86 % September 2022 Bank term loan due in April 2022 1,331 26,565 27,896 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,730 97,565 101,295 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,870 42,986 — LIBOR + 5.00% 6.00 % December 2020 and 2021 Bank term loan due in July 2021 7,286 23,802 31,088 1,032 Varies (3) 6.25% - 9.94% July 2021 Note payable — 36,232 36,232 — 12.00% 12.00 % December 2018 Total non-recourse debt 14,153 639,870 654,023 15,332 Total debt $ 14,153 $ 883,870 $ 898,023 $ 18,738 As of December 31, 2015, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 197,000 $ 197,000 $ 6,571 Varies (1) 3.67 % April 2018 Total recourse debt $ — $ 197,000 $ 197,000 $ 6,571 Non-recourse debt: Term Loan A 589 146,625 147,214 5,600 LIBOR + 2.75% 3.07 % December 2021 Bank term loan due in April 2022 1,159 29,580 30,739 — 6.25% 6.25 % April 2022 Solar asset-backed notes 2,858 102,042 104,900 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan B 116 22,014 22,130 — LIBOR + 5.00% 6.00 % December 2021 Note payable — 32,781 32,781 — 12.00% 12.00 % December 2018 Total non-recourse debt 4,722 333,042 337,764 5,600 Total debt $ 4,722 $ 530,042 $ 534,764 $ 12,171 (1) Loans under the facility bear interest at LIBOR + 3.25% or the Base Rate + 2.25%. The Base Rate is the highest of the Federal Funds Rate + 0.50%, the Prime Rate, or LIBOR + 1.00%. (2) (3) Loans under the facility bear interest at LIBOR + 5.50% for contracted SRECs and LIBOR + 9.00% for uncontracted SRECs. Bank Line of Credit In April 2015, the Company entered into a syndicated working capital facility with banks for a total commitment of up to $205.0 million. In June 2016, the Company entered into amendments to increase the syndicated working capital facility commitment by an incremental $40.0 million, for a total commitment of up to $245.0 million. In July 2016, the Company entered into an amendment to increase the syndicated working capital facility by an incremental $5.0 million, for a total commitment of up to $250.0 million. Under the terms of the working capital facility, the Company is required to meet various restrictive covenants, including meeting certain reporting requirements, such as the completion and presentation of audited consolidated financial statements. The Company is also required to maintain minimum unencumbered liquidity of at least $25.0 million in the aggregate as of the last day of each calendar month. The Company is further required to maintain a modified interest coverage ratio of 2.00 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of December 31, 2016. Syndicated Credit Facilities In January 2016, certain subsidiaries of the Company entered into secured credit facilities agreements with a syndicate of banks for up to $250.0 million in committed facilities. The facilities include a $220.0 million aggregation facility (“Aggregation Facility”), a $23.0 million term loan (“Term Loan”) and a $7.0 million letter of credit facility. The Aggregation Facility bears an interest rate of LIBOR + 2.50% in the initial three-year revolving availability period, stepping up to LIBOR + 2.75% in the following two-year period. The Term Loan bears an interest rate of LIBOR + 5.00% in the first three years, stepping up to LIBOR + 6.50% in the following two-year period, with a LIBOR floor of 1.00% in all cases. The principal and accrued interest on any outstanding loans mature on December 31, 2020. In May 2016, certain subsidiaries of the Company entered into amendments which increased the committed Aggregation Facility by $90.0 million to $310.0 million. No other material amendments were entered into in respect of these facilities. The facilities are non-recourse to the Company and are secured by net cash flows of certain subsidiaries from Customer Agreements, less certain operating, maintenance and other expenses which are available to the borrowers after distributions to tax equity investors. The facilities contain customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The credit facilities also contain certain provisions in the event of default which entitle lenders to take certain actions including acceleration of amounts due under the facilities. The Company was in compliance with all debt covenants as of December 31, 2016. In December 2014, subsidiaries of the Company entered into secured credit facilities agreements with a syndicate of banks for up to $195.4 million in committed facilities. These facilities include a $158.5 million senior term loan (“Term Loan A”) and a $24.0 million subordinated term loan (“Term Loan B”). In addition, the credit facilities also include a $5.0 million working capital revolver commitment and a $7.9 million senior secured revolving letter of credit facility which draws are solely for the purpose of satisfying the required debt service reserve amount if necessary. Term Loan A, the working capital revolver and the letter of credit bear interest at a rate of LIBOR + 2.75% with a 25 basis point step up triggered on the fourth anniversary. Term Loan B bears interest at a rate of LIBOR + 5.00% with a LIBOR floor of not less than 1.00%. Prepayments are permitted under Term Loan A at par without premium or penalty, and under Term Loan B prepayment penalties range from 0% - 2%, depending on the timing of the prepayment. One of the Company’s subsidiaries is the borrower under the Term Loan A agreement and another of the Company’s subsidiaries is the borrower under the Term Loan B agreement. All obligations under Term Loan A, the working capital revolver and letter of credit are collateralized by the subsidiary borrower’s membership interests and assets in the Company’s investment Funds. All obligations under Term Loan B are collateralized by the membership interest in the subsidiary borrower. The credit facilities also contain certain provisions in the event of default, which entitle lenders to take actions, including acceleration of amounts due under the credit facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the credit facilities. The Company is required to maintain certain financial measurements and reporting covenants under the terms of the credit facilities. The Company was in compliance with the credit facility covenants as of December 31, 2016. Bank Term Loans In July 2016, a subsidiary of the Company entered into a $33.0 million secured credit agreement. The facility is non-recourse to the Company and is secured by substantially all of the assets of the subsidiary, including its rights in and the net cash flows from the generation of contracted and uncontracted solar renewable energy credits (“SRECs”) by certain subsidiaries. The facility includes two tranches, one priced at LIBOR + 5.50% for SRECs currently under purchase contracts with counterparties and another tranche priced at LIBOR + 9.00% for uncontracted SRECs. Both tranches are subject to a LIBOR floor of 0.75%. During the initial six month commitment period, amounts borrowed may be repaid and reborrowed. The loan matures in July 2021. The facility contains customary covenants including the requirement to provide lender reporting. The Company guarantees the delivery of SRECs on the subsidiary’s underlying contracts in the event of a delivery shortfall pursuant to the SREC contracts with counterparties. The Company does not guarantee payments of principal or interest on the loan. The credit facility also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the facilities. The Company was in compliance with all debt covenants as of December 31, 2016. In March 2016, a subsidiary of the Company entered into a $24.5 million secured, non-recourse loan agreement. The loan will be repaid through cashflows from a lease pass-through arrangement previously entered into by the Company. The loan matures in September 2022 and has an interest rate of LIBOR + 2.25%. The loan agreement contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The loan also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the loan. The Company was in compliance with all debt covenants as of December 31, 2016. In December 2013, a subsidiary of the Company entered into an agreement for a term loan of $38.0 million. The loan matures in April 2022 and has a fixed interest rate of 4.50%. The proceeds of this term loan were distributed to the members of this subsidiary, including the Company. The loan is secured by the assets and related cash flow of this subsidiary and is non-recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of December 31, 2016. Notes Payable In December 2013, a subsidiary of the Company entered into a note purchase agreement with an investor for the issuance of senior notes in exchange for proceeds of $27.2 million. The loan proceeds were distributed to the Company for general corporate purposes. On the last business day of each quarter, commencing with March 31, 2014, to the extent the Company’s subsidiary has insufficient funds to pay the full amount of the stated interest of the outstanding loan balance, a payment-in-kind (“PIK”) interest rate of 12% is accrued and added to the outstanding balance. As of December 31, 2016 and 2015 the portion of the outstanding loan balance that related to PIK interest was $9.5 million and $6.3 million, respectively. The senior notes are secured by the assets and related cash flows of certain of the Company’s subsidiaries and are non-recourse to the Company’s other assets. The entire outstanding principal balance is payable in full on the December 2018 maturity date. The Company was in compliance with all debt covenants as of December 31, 2016. Solar Asset-Backed Notes In July 2015, the Company entered into a securitization transaction pursuant to which the Company pooled and transferred qualifying solar energy systems and related lease agreements secured by associated customer contracts (“Solar Assets”) into a special purpose entity (“Issuer”), and issued $100.0 million in aggregate principal of Solar Asset-Backed Notes, Series 2015-1, Class A, and $11.0 million in aggregate principal of Solar Asset-Backed Notes, Class B, backed by these Solar Assets to certain investors (“Notes”). The Issuer is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these assets. As of December 31, 2016 and 2015, these Solar Assets had a carrying value of $181.8 million and $190.2 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Notes were issued at a discount of 0.08%. The Company retained $7.3 million net of fees from proceeds from the Notes. In connection with the transaction, the Company modified two lease pass-through arrangements with an investor. The lease pass-through arrangements had been accounted for as a borrowing and any amounts outstanding from the arrangements were reported as lease pass-through financing obligation as further explained in Note 14, Lease Pass-Through Financing Obligations The modified lease-pass through arrangements require the majority of the cash flows generated by the Solar Assets to be passed on to the Issuer through monthly lease payments from the Fund investor. Those cash flows are used to service the monthly Note principal and interest payments and satisfy the Issuer’s expenses, and any residual cash flows are retained by the Fund investor and recorded as a reduction in the remaining financing obligation. The Company recognizes revenue earned from the associated Customer Agreements in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the Solar Assets are not available to the other creditors of the Company, and the creditors of the Issuer, including the Note holders, have no recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of December 31, 2016. The scheduled maturities of debt, excluding debt discount, as of December 31, 2016 are as follows (in thousands): 2017 $ 16,107 2018 306,113 2019 27,168 2020 29,139 2021 411,623 Thereafter 119,957 Subtotal 910,107 Less: Debt discount (12,084 ) Total $ 898,023 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 13. 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. In January 2015, the Company purchased interest rate swaps which mature in October 2028. The interest rate swap contracts were executed with four counterparties who were part of the lender group on the Company’s syndicated term loans. In April 2016, the Company purchased an interest rate swap which matures in August 2022. The interest rate swap contract was executed with the lender on the Company’s bank term loan which matures in September 2022. In November 2016, the Company purchased interest rate swaps which mature in July 2034. The interest rate swap contracts were executed with two counterparties who were part of the lender group on the Company’s syndicated aggregation facility. The swaps are forward starting with effective dates in January 2019. As of December 31, 2016, the unrealized fair market value gain on the interest rate swaps was $1.6 million as included in other assets in the consolidated balance sheet. The interest rate swaps have been designated as cash flow hedges. In the year ended December 31, 2016, the hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the critical terms of the interest rate swaps match the critical terms of the underlying forecasted hedged transactions. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive loss, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net, in the Company’s statements of operations in the period that the hedged forecasted transactions affects earnings. The Company recorded an unrealized gain of $0.3 million and an unrealized loss of $2.4 million for the years ended December 31, 2016 and 2015, respectively, net of applicable tax expense of $0.2 million and $0.0 million, respectively. The Company recognized interest expense on derivatives into earnings of $1.0 million and $1.5 million for the years ended December 31, 2016 and 2015, respectively, net of tax expense of $0.6 million and $0.0 million, respectively. During the next twelve months, the Company estimates that an additional $1.3 million will be reclassified as an increase to interest expense. There were no undesignated derivative instruments recorded by the Company as of December 31, 2016. At December 31, 2016, the Company had the following designated derivative instruments classified as derivative assets as reported in other liabilities in the Company’s balance sheet (in thousands, other than quantity and interest rates): Type Quantity Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Credit Risk Adjustment Adjusted Fair Market Value Interest rate swaps 4 10/31/2028 2.17%-2.18% $ 125,471 $ 630 $ (123 ) $ 507 Interest rate swap 1 8/31/2022 1.27% $ 17,390 $ 343 $ (11 ) $ 332 Interest rate swaps 3 7/31/2034 2.48%-2.52% $ 85,174 $ 752 $ 41 $ 793 Warrants In July 2015, the Company entered into a letter of intent to issue warrants to purchase up to 1,250,764 shares of the Company’s common stock to the former Series D and E preferred stockholders as an inducement to convert their shares of convertible preferred stock into shares of common stock immediately prior to the closing of the Company’s initial public offering and waive any potential anti-dilution adjustments resulting from the issuance of shares of the Company’s common stock in the Company’s initial public offering. The warrants were issued on September 30, 2015. The warrants are exercisable for three years from the date of grant and have an exercise price of $22.50 per share. The warrant derivatives are recorded at fair value as derivative liabilities as reported in other liabilities in the Company’s consolidated balance sheet. The fair market value of the warrants on the commitment date was $1.5 million. The warrants are remeasured at each reporting period with the changes in the fair value presented in other expenses (income), net in the Company’s statement of operations. At December 31, 2016 |
Lease Pass-Through Financing Ob
Lease Pass-Through Financing Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Property Subject To Or Available For Operating Lease Net [Abstract] | |
Lease Pass-Through Financing Obligations | Note 14. Lease Pass-Through Financing Obligations The Company has five ongoing transactions referred to as “lease pass-through arrangements.” Under lease pass-through arrangements, the Company leases solar energy systems to Fund investors under a master lease agreement, and these investors in turn are assigned the leases 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. The Company assigns to the Fund investors the value attributable to the investment tax credits (“ITC”), and, for the duration of the master lease term, the long-term recurring customer payments. Given the assignment of the operating cash flows, these arrangements are accounted for as financing obligations. In addition, in one of the lease pass-through structures, the Company sold, as well as leased, solar energy systems to a Fund investor under a master purchase agreement. As the substantial risks and rewards in the underlying solar energy systems were retained by the Company, this arrangement was also accounted for as a financing obligation. Under these lease pass-through arrangements, wholly owned subsidiaries of the Company finance the cost of solar energy systems with investors for an initial term of 20 – 25 years. The solar energy systems are subject to Customer Agreements with an initial term not exceeding 20 years. These solar energy systems are reported under the line item solar energy systems, net in the consolidated balance sheets. As of December 31, 2016 and 2015, the cost of the solar energy systems placed in service under the lease pass-through arrangements was $494.9 million and $447.4 million, respectively. The accumulated depreciation related to these assets as of December 31, 2016 and 2015 was $50.8 million and $33.5 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 arrangements as borrowings by recording the proceeds received as lease pass-through financing obligations. These financing obligations are reduced over a period of approximately 20 years by customer payments under the Customer Agreements, U.S. Treasury grants (where applicable), incentive rebates (where applicable), the fair value of the ITCs monetized (where applicable) and proceeds from the contracted resale of SRECs as they are received by the investor. Under this approach, the Company continues to account for the arrangement with the customers in its consolidated financial statements as if it is the lessor in the arrangement with the customer and accounts for the customer lease and any related U.S. Treasury grants or incentive rebates as well the resale of SRECs consistent with the Company’s revenue recognition accounting policies and the monetization of investment tax credits as described in Note 2, Summary of Significant Accounting Policies. Interest is calculated on the lease pass-through 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, including ITCs, 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 lease pass-through 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 four of the lease pass-through arrangements, the investor has a right to extend its right to receive cash flows from the customers beyond the initial term in certain circumstances. The Company has the option to settle the outstanding financing obligation on the ninth anniversary for two of the lease pass-through obligations and on the eleventh anniversary for two of the lease pass-through financing obligations 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 three of these lease pass-through arrangements, the investor has an option to require repayment of the entire outstanding balance of the financing obligation on the tenth anniversary at a price equal to the fair value of the future remaining cash flows. In the fourth lease pass through arrangement, the investor has an option to require repayment of the entire outstanding balance of the financing obligation three business days prior to the 7th anniversary in certain circumstances and on the 10th anniversary at a price equal to the fair value of the future remaining cash flows. In the fifth lease pass-through arrangement, the investor has a right, on June 30, 2019, to purchase all of the systems leased at a price equal to the higher of (a) the sum of the present value of the expected remaining lease payments due by the investor, discounted at 5%, and the fair market value of the Company’s residual interest in the systems as determined through independent valuation or (b) a set value per kilowatt applied to the aggregate size of all leased systems. Under all lease pass-through arrangements, the Company is responsible for services such as warranty support, accounting, lease servicing and performance reporting to the host customers. As part of the warranty and performance guarantee with the host customers, the Company guarantees certain specified minimum annual solar energy production output for the solar energy systems leased to the customers, which the Company accounts for as disclosed in Note 2, Summary of Significant Accounting Policies. As discussed in Note 12, Indebtedness In September 2015, the Company entered into a lease pass-through arrangement and in connection with this arrangement, the Company agreed to defer a portion (up to 25%) of the amounts required to be paid upfront under the arrangement through a loan between an indirectly wholly owned subsidiary of the Company and a subsidiary of the Fund investor. The term loan agreement is for an aggregate amount up to $25.0 million. The loan is collateralized by the related cash flows assigned to the Fund investor. There is a legal right to offset the loan if an event of default has occurred. Therefore, the lease pass-through financing obligation related to this arrangement is recorded net of the loan. As of December 31, 2016, the loan amount was $23.2 million. At December 31, 2016, future minimum lease payments expected to be made by the investor under the lease pass-through fund arrangement for each of the next five years and thereafter are as follows (in thousands): 2017 $ 523 2018 523 2019 523 2020 523 2021 523 Thereafter 2,989 Total $ 5,604 |
VIE Arrangements
VIE Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | Note 15. VIE Arrangements The Company consolidated various VIEs at December 31, 2016 and 2015. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): December 31, 2016 2015 Assets Current assets Cash $ 120,728 $ 44,407 Restricted cash 1,680 757 Accounts receivable, net 20,771 12,965 Prepaid expenses and other current assets 242 66 Total current assets 143,421 58,195 Solar energy systems, net 1,920,330 1,305,420 Other assets 1,481 — Total assets $ 2,065,232 $ 1,363,615 Liabilities Current liabilities Accounts payable $ 14,873 $ 11,025 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 10,654 8,063 Accrued expenses and other liabilities 782 175 Deferred revenue, current portion 25,827 21,344 Deferred grants, current portion 3,644 7,198 Long-term non-recourse debt, current portion 8,616 1,159 Total current liabilities 64,396 48,964 Deferred revenue, net of current portion 396,858 353,392 Deferred grants, net of current portion 105,390 108,528 Long-term non-recourse debt, net of current portion 50,367 29,580 Total liabilities $ 617,011 $ 540,464 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 five lease pass-through Fund arrangements as further explained in Note 14, Lease Pass-Through Financing Obligations. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interests | Note 16. Redeemable Noncontrolling Interests 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 four and two Funds at December 31, 2016 and 2015, respectively, where the carrying value has been adjusted to the redemption value. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 17. Stockholders’ Equity On August 10, 2015, the Company closed its initial public offering in which 17,900,000 shares of common stock were sold at a public offering price of $14.00 per share, resulting in net proceeds of approximately $220.9 million, after deducting underwriting discounts and commissions and $7.9 million in offering expenses paid by the Company, and excluding the proceeds received by the selling stockholders who sold an aggregate of 417,732 shares of the total 17,900,000 shares sold in the initial public offering. Convertible Preferred Stock Immediately prior to closing of the Company’s initial public offering, all 54,840,767 shares of the Company’s outstanding preferred stock were automatically converted into shares of the Company’s common stock. In addition, the Company issued 1,667,683 shares of common stock and executed a letter of intent to issue 1,250,764 warrants subject to contingencies being met to purchase the Company’s common stock to the former Series D and E preferred stockholders as an inducement to convert their shares of convertible preferred stock into shares of common stock immediately prior to the closing of the Company’s initial public offering and to waive any potential anti-dilution adjustments resulting from the issuance of shares in the Company’s common stock in the Company’s initial public offering. The additional shares and warrants resulted in a beneficial conversion feature as a result of the inducement for Series D and E preferred stock and the Company recognized a $24.9 million deemed dividend to Series D and E preferred stockholders at the conversion date. This non-cash charge impacts net loss attributable to our common stockholders and basic and diluted net loss per share applicable to common stockholders. The warrants were issued on September 30, 2015 and are considered freestanding derivatives as disclosed in Note 13, Derivatives The Company did not have any convertible preferred stock issued and outstanding as of December 31, 2016 and 2015. The Company has not declared or paid any dividends in 2016, 2015 or 2014 other than the $24.9 million deemed dividend to Series D and E preferred stockholders in August 2015. Common Stock The Company has reserved sufficient shares of common stock for issuance upon the exercise of stock options and the exercise of warrants. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of the preferred stockholders. As of December 31, 2016, no common stock dividends had been declared by the board of directors. The Company has reserved shares of common stock for issuance as follows (in thousands) December 31, 2016 2015 Stock plans Shares available for grant 2015 Equity Incentive Plan 11,081 12,006 2015 Employee Stock Purchase Plan 2,511 1,000 Options outstanding 12,897 12,795 Restricted stock units outstanding 4,106 1,506 Total 30,595 27,307 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 18. Stock-Based Compensation MEC 2009 Stock Plan In connection with the MEC acquisition in February 2014, the Company assumed nonstatutory stock options granted under the Mainstream Energy Corporation 2009 Stock Plan (the “MEC Plan”) held by MEC employees who continued employment with the Company after the closing and converted them into options to purchase shares of the Company’s common stock. The MEC Plan was terminated on the closing of the acquisition but the outstanding awards under the MEC Plan that the Company assumed in the acquisition will continue to be governed by their existing terms. As of December 31, 2016, options to purchase 524,355 shares of the Company’s common stock remained outstanding under the MEC Plan. 2013 Equity Incentive Plan In July 2013, the Board of Directors approved the 2013 Plan. In March 2015, the Board of Directors authorized an additional 3,000,000 shares reserved for issuance under the 2013 Plan. An aggregate of 4,500,000 shares of common stock are reserved for issuance under the 2013 Plan plus (i) any shares that were reserved but not issued under the plan that was previously in place, and (ii) any shares subject to stock options or similar awards granted under the plan that was previously in place that expire or otherwise terminate without having been exercised in full and shares issued that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2013 Plan pursuant to clauses (i) and (ii) equal to 8,044,829 shares. Stock options granted to employees generally have a maximum term of ten-years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares shall be subject to repurchase by the Company at the original exercise price of the option in the event of a termination of an optionee’s employment prior to vesting. All the remaining shares that were available for future grants under the 2013 Plan were transferred to the 2015 Equity Incentive Plan (“2015 Plan”) at the inception of the 2015 Plan. As of December 31, 2016, the Company had not granted restricted stock or other equity awards (other than options) under the 2013 Plan. 2014 Equity Incentive Plan In August 2014, the Board approved the 2014 Equity Incentive Plan (“2014 Plan”). An aggregate of 947,342 shares of common stock are reserved for issuance under the 2014 Plan. The 2014 Plan was adopted to accommodate a broader transaction with a sales entity and to allow for similar transactions in the future. In July 2015, the Board approved an increase in the number of shares of common stock reserved to 1,197,342. As of July 2015, the Company granted all 1,197,342 restricted stock units (“RSUs”) available under the 2014 Plan. 2015 Equity Incentive Plan In July 2015, the Board approved the 2015 Plan. An aggregate of 11,400,000 shares of common stock are reserved for issuance under the 2015 Plan plus (i) any shares that were reserved but not issued under the 2013 Plan at the inception of the 2015 Plan, and (ii) any shares subject to stock options or similar awards granted under the 2008 Plan, 2013 Plan and 2014 Plan that expire or otherwise terminate without having been exercised in full and shares issued that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2015 Plan pursuant to clauses (i) and (ii) equal to 15,439,334 shares. The 2015 Plan provides for annual automatic increases on January 1 to the shares reserved for issuance. The automatic increase of the number of shares available for issuance under the 2015 Plan is equal to the least of 10 million shares, 4% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year or such other amount as the Board of Directors may determine. In May 2016, the Board of Directors authorized an additional 4,051,282 shares reserved for issuance under the 2015 Plan. Stock options granted to employees generally have a maximum term of ten-years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares shall be subject to repurchase by the Company at the original exercise price of the option in the event of a termination of an optionee’s employment prior to vesting. RSUs granted to employees generally vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest quarterly over the remaining three years. Stock Options The following table summarizes the activity for all stock options under the Company’s equity incentive plans for the years ended December 31, 2016 and 2015 (shares in thousands): Weighted Weighted Average Average Aggregate Options Exercise Price Remaining Intrinsic Outstanding Outstanding Contractual Life Value Outstanding at December 31, 2014 11,408 $ 4.42 8.20 Granted 3,806 9.50 Exercised (1,210 ) 2.96 Cancelled / forfeited (1,209 ) 6.27 Outstanding at December 31, 2015 12,795 5.89 7.82 $ 75,797 Granted 3,674 5.73 Exercised (1,852 ) 2.94 Cancelled / forfeited (1,720 ) 8.37 Outstanding at December 31, 2016 12,897 $ 5.94 7.49 $ 9,625 Options vested and exercisable at December 31, 2016 6,763 $ 5.19 6.40 $ 8,943 Options vested and expected to vest at December 31, 2016 10,886 $ 5.80 7.25 $ 9,435 As of December 31, 2016, 154,000 outstanding stock options had a performance feature that is required to be satisfied before the option is vested and exercisable. There were 276,660 and 517,285 unvested exercisable shares as of December 31, 2016 and 2015, respectively, which are subject to a repurchase option held by the Company at the original exercise price. These exercisable but unvested shares have a weighted average remaining vesting period of 2.2 years. There was no exercise of unvested options in the year ended December 31, 2016 and 2015. There were no unvested options subject to repurchase as of December 31, 2016 and 2015. The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2016, 2015 and 2014 were $2.26, $4.56 and $3.72 per share, respectively. The total intrinsic value of the options exercised during the year ended December 31, 2016, 2015 and 2014 was $6.3 million, $8.1 million and $4.8 million, respectively. The aggregate intrinsic value is the difference of the current fair value of the stock and the exercise price for in-the-money stock options. The total fair value of options vested during the year ended December 31, 2016, 2015 and 2014 was $9.8 million, $9.1 million and $3.9 million, respectively. The Company estimates the fair value of stock-based awards on their grant date using the Black-Scholes option-pricing model. The Company estimates the fair value using a single-option approach and amortizes the fair value on a straight-line basis for options expected to vest. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods. The Company estimated the fair value of stock options with the following assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.18% - 2.23% 1.55% - 1.95% 1.68% - 2.01% Volatility 36.00% - 49.64% 36.30% - 39.63% 37.41% - 46.68% Expected term (in years) 5.00 - 6.26 5.50 - 6.23 5.34 - 6.08 Expected dividend yield 0.00 % 0.00 % 0.00 % The expected term assumptions were determined based on the average vesting terms and contractual lives of the options. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon issue with a term that approximates the expected life of the option grant. For stock options granted in the year ended December 31, 2016, 2015 and 2014, the Company considered the volatility data of a group of publicly traded peer companies in its industry. Forfeiture rates are estimated using the Company’s expectations of forfeiture rates for the Company’s employees and are adjusted when estimates change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including historical forfeiture pattern, the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates. Restricted Stock Units In 2014, the Company granted a total of 947,342 RSUs that are subject to certain performance targets to a third party partner. The RSUs will vest upon the third party originating certain thresholds of expected megawatts in new systems for the period starting August 2014. In addition, these RSUs are subject to a clawback provision that requires the holder of the RSUs to either forfeit all the RSUs or pay the Company the grant date fair value for all RSUs that are not forfeited if the third party breaches the exclusivity provision of the parties’ commercial agreement. Additionally, 372,342 of these RSUs are subject to an additional performance-based clawback provision that is based on the third party originating certain additional thresholds of expected megawatts in new systems from April 2016 through September 2017. The exclusivity and performance based clawbacks expire in August 2017 and September 2017, respectively. The remaining 575,000 RSUs have an exclusivity provision which expires in September 2019. The performance-based provision is considered substantive. As a result, the Company will start recognizing expense as the performance targets are met. The first performance target was met in 2015. The Company recognized $1.2 million and $0.8 million compensation expense in the years ended December 31, 2016 and 2015 as certain performance targets were met. In 2015, the Company granted 250,000 RSUs to a third party partner, in addition to RSUs granted to employees as part of the 2015 Equity Incentive Plan. As of December 31, 2016, 470,000 outstanding RSUs had a performance feature that is required to be satisfied before the option is vested and exercisable. The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for the years ended December 31, 2016 and 2015 (shares in thousands): Weighted Average Grant Date Fair Shares Value Unvested balance at December 31, 2014 947 $ 9.40 Granted 808 11.13 Issued (182 ) 9.58 Cancelled / forfeited (67 ) 11.37 Unvested balance at December 31, 2015 1,506 10.44 Granted 3,363 5.82 Issued (422 ) 9.55 Cancelled / forfeited (341 ) 6.80 Unvested balance at December 31, 2016 4,106 $ 6.87 Employee Stock Purchase Plan In July 2015, the board of directors approved the 2015 Employee Stock Purchase Plan (“ESPP”) and adopted the ESPP in August 2015, under which 1,000,000 shares of the Company’s common stock have been reserved for issuance to eligible employees. The ESPP provides for an automatic increase of the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning on January 1, 2016, equal to the least of 5 million shares, 2% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or such other amount as may be determined by the Board of Directors. In May 2016, the Board of Directors authorized an additional 2,025,641 shares reserved for issuance under the ESPP. Eligible employees are offered shares bi-annually through two six month offering periods, which begin 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 2,000 shares per employee per offering period. Stock-Based Compensation Expense The Company recognized stock-based compensation expense, including the compensation expense resulting from the sales of common stock by employees and former employees in 2015 and 2014 to existing investors and ESPP expenses, in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of operating leases and incentives $ 2,039 $ 1,649 $ 155 Cost of solar energy systems and product sales 409 236 682 Sales and marketing 7,831 5,242 897 Research and development 515 205 270 General and administration 7,929 8,491 7,214 Total $ 18,723 $ 15,823 $ 9,218 The Company capitalized $0.1 million, $0.2 million and $0.1 million of stock based compensation for internal use software development projects during the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016 and 2015, total unrecognized compensation cost related to outstanding stock options and RSUs was $29.4 million and $20.9 million, respectively, which is expected to be recognized over a weighted-average period of 2.6 years and 2.8 years, respectively. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | Note 19. Retirement Plan The Company offers a retirement plan qualified under Section 401(k) of the Code to its employees (the “401(k) plan”). The available investments are selected by the Company and allow participants to defer pre-tax amounts to the plan as allowed by the Code. Upon acquisition of MEC, the Company incurred post-acquisition contributions of $0.5 million to the MEC 401(k) plan for the year ended December 31, 2014. The MEC 401(k) plan was terminated effective December 31, 2014. |
Operating Revenues under Custom
Operating Revenues under Customer Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Leases Operating [Abstract] | |
Operating Revenues under Customer Agreements | Note 20. Operating Revenues under Customer Agreements Customer Agreements representing PPAs require customers to make payments to Sunrun based on the electricity production of the related Project, whereas Customer Agreements representing leases require fixed monthly payments from customers. Total revenue from customers’ contingent payments under PPAs recognized in the years ended December 31, 2016, 2015 and 2014 was $86.2 million, $59.8 million and $42.8 million, respectively. Future minimum lease payments to be received from customers whose Customer Agreements represent non-cancelable leases are as follows (in thousands): 2017 $ 27,727 2018 28,141 2019 28,525 2020 28,921 2021 29,327 Thereafter 443,840 Total $ 586,481 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 21. Income Taxes The following table presents the loss before income taxes for the periods presented (in thousands): For the Year Ended December 31, 2016 2015 2014 (Income) loss attributable to common stockholders $ (127,680 ) $ 33,545 $ 80,895 Loss attributable to noncontrolling interest and redeemable noncontrolling interests 394,988 220,660 86,638 Loss before income taxes $ 267,308 $ 254,205 $ 167,533 The income tax provision (benefit) consists of the following (in thousands): For the Year Ended December 31, 2016 2015 2014 Current Federal $ — $ — $ — State — — — Total current expense — — — Deferred Federal 30,197 (7,516 ) (8,196 ) State 5,796 2,217 (1,847 ) Total deferred provision 35,993 (5,299 ) (10,043 ) Total $ 35,993 $ (5,299 ) $ (10,043 ) The following table represents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: For the Year Ended December 31, 2016 2015 2014 Tax provision (benefit) at federal statutory rate (34.00 )% (34.00 )% (34.00 )% State income taxes, net of federal benefit 1.92 0.87 (1.10 ) Effect of noncontrolling and redeemable noncontrolling interests 50.23 29.53 17.59 Stock-based compensation 0.68 1.06 1.37 Effect of prepaid tax asset (5.57 ) 0.04 9.39 Tax credits (1.61 ) (0.43 ) (0.22 ) Other 1.81 0.85 0.98 Total 13.46 % (2.08 )% (5.99 )% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table represents significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands): December 31, 2016 2015 Deferred tax assets Accruals and prepaids $ 18,010 $ 12,904 Deferred revenue 23,559 34,710 Net operating loss carryforwards 218,719 229,464 Stock-based compensation 6,908 3,748 Investment tax and other credits 18,454 11,261 Total deferred tax assets 285,650 292,087 Less: Valuation allowance (663 ) — Gross deferred tax assets 284,987 292,087 Deferred tax liabilities Capitalized initial direct costs 45,030 27,539 Fixed asset depreciation 206,754 178,511 Deferred tax on investment in partnerships 448,600 276,183 Gross deferred tax liabilities 700,384 482,233 Net deferred tax liabilities $ (415,397 ) $ (190,146 ) As of December 31, 2016, the Company had net operating loss carryforwards for federal, California and other state income tax purposes of approximately $571.3 million, $348.2 million and $176.7 million, respectively, which will begin to expire in the year 2028, 2028 and 2024, respectively, if not utilized. Of the federal, California, and other state NOL carryover, $8.6 million, $4.5 million and $2.4 million relates to windfall stock option deductions which, when realized, will be an increase to additional paid in capital. As of December 31, 2015, the Company had net operating loss carryforwards for federal, California and other state income tax purposes of approximately $595.0 million, $368.0 million and $178.6 million, respectively. Of the federal, California, and other state NOL carryover, $5.3 million, $1.3 million and $2.5 million relates to windfall stock option deductions which, when realized, will be an increase to additional paid in capital. As of December 31, 2016, the Company has an investment tax credit carryforward of approximately $9.3 million which begins to expire in the year 2028, if not utilized and California enterprise zone credits of approximately $1.0 million, which are subject to valuation allowance. As of December 31, 2015, the Company has an investment tax credit carryforward of approximately $4.2 million and California enterprise zone credits of approximately $1.0 million. Generally, utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC) of 1986, as amended and similar state provisions. The Company performed an analysis to determine whether an ownership change under Section 382 of the Code had occurred and determined that no ownership changes were identified as of December 31, 2016. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax asset will not be realized. The Company’s management considers all available positive and negative evidence including its history of operating income or losses, future reversals of existing taxable temporary difference, taxable income in carryback years and tax-planning strategies. The Company has concluded there was sufficient positive evidence based on the reversal pattern of the deferred tax liability and available tax planning strategies being relied upon at the end of December 31, 2016 and 2015 to support the position that the Company does not need to maintain a valuation allowance on deferred tax assets, except certain state tax credits which are not expected to be utilized based on the above criteria. Uncertain Tax Positions The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions. We determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. We use a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We have analyzed the Company’s inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction). Our policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the consolidated statements of operations. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will significantly change within 12 months of December 31, 2016. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2014 $ — Acquired from CEE 1,525 Balance at December 31, 2015 and 2016 $ 1,525 As of December 31, 2016 and 2015, the Company had $1.5 million, of unrecognized tax benefits related to the acquisition of CEE. In addition, there was $0.3 million and $0.3 million, respectively, of interest and penalties for uncertain tax positions as of December 31, 2016 and 2015. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within the next 12 months. Five of our investment funds are currently being audited by the Internal Revenue Service (the “IRS”), three of which involve a review of our fair market value determinations of our solar energy systems. In addition, two of our investors are currently being audited by the IRS, which audits involve a review of the fair market value determination of our solar energy systems. If these audits result in an adverse finding, we would be subject to an indemnity obligation to these investors. The Company is subject to taxation and files income tax returns in the U.S., and various state and local jurisdictions. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns since inception are still subject to audit. The following table summarizes the tax years that remain open and subject to examination by the tax authorities in the most significant jurisdictions in which the Company operates: Tax Years U.S. Federal 2013 - 2016 State 2012 - 2016 Net Operating Loss Carryforwards As a result of the Company’s net operating loss carryforwards as of December 31, 2016 December 31, 2016 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 22. Commitments and Contingencies Letters of Credit As of December 31, 2016 and 2015, the Company had $6.2 million and $3.5 million, respectively, of unused letters of credit outstanding, which carry fees of 2.75%, per annum. Non-cancellable Operating Leases The Company leases facilities and equipment under non-cancellable operating leases. Total operating lease expenses were $12.4 million, $7.0 million and $4.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Certain operating leases contain rent escalation clauses, which are recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords are recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were $2.9 million and $1.9 million as of December 31, 2016 and 2015, respectively. Future minimum lease payments expected to be made under non-cancelable operating lease agreements as of December 31, 2016 for each of the years ending December 31, are as follows (in thousands): 2017 $ 9,651 2018 8,751 2019 5,524 2020 3,622 2021 2,227 Thereafter 2,543 Total $ 32,318 Capital Lease Obligations As of December 31, 2016 and 2015, capital lease obligations were $23.0 million and $24.0 million, respectively. The capital lease obligations bear interest at rates up to 10% per annum. The following is a schedule of future lease payments as of December 31, 2016 (in thousands): 2017 $ 10,814 2018 7,920 2019 4,751 2020 854 2021 177 Thereafter 40 Total future lease payments 24,556 Less: Amount representing estimated executory costs included in future lease payments 512 Net minimum future lease payments 24,044 Less: Amount representing interest 1,064 Present value of future payments 22,980 Less: Current portion 10,015 Long term portion $ 12,965 Purchase Commitments In January 2015, the Company entered into a purchase commitment with one of its suppliers to purchase $70.0 million of photovoltaic modules over the next 12 months with the first modules delivered in January 2015. In October 2015, the Company amended its commitment to purchase additional photovoltaic modules to be delivered until December 2016, with an option to extend certain commitments until March 31, 2017, for a total commitment of $146.0 million. In 2016, the Company signed multiple amendments to reduce the price for products purchased after a specified date. In November 2016, the Company amended the structure of the agreement, among other things, for which purchase commitments are no longer required. Guarantees The Company guarantees one of its investors in one of its Funds an internal rate of return, calculated on an after-tax basis, in the event that it purchases the investor’s interest or the investor sells its interest to the Company. The Company does not expect the internal rate of return to fall below the guaranteed amount; however, due to uncertainties associated with estimating the timing and amount of distributions to the investor and the possibility for and timing of the liquidation of the Fund, the Company is unable to determine the potential maximum future payments that it would have to make under this guarantee. ITC and Cash Grant Indemnification The Company is contractually committed to compensate certain investors for any losses that they may suffer in certain limited circumstances resulting from reductions in ITCs or U.S. Treasury grants. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the IRS or U.S. Treasury Department. 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. The Company believes that any payments to the investors in excess of the amount already recognized by the Company for this obligation are not probable based on the facts known as of the filing date of this Annual Report on Form 10-K. The maximum potential future payments that the Company could have to make under this obligation would depend on the difference between the fair values of the solar energy systems sold or transferred to the Funds as determined by the Company and the values the IRS would determine as the fair value for the systems for purposes of claiming ITCs. ITCs are claimed based on the statutory regulations from the IRS. The Company uses fair values determined with the assistance of an independent third-party appraisal as the basis for determining the ITCs that are passed-through to and claimed by the Fund investors. Since the Company cannot determine how the IRS will evaluate system values used in claiming ITCs, the Company is unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date. 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. In July 2012, the U.S. Treasury Department and the Department of Justice (together, the “Government”) opened a civil investigation into the participation by residential solar developers in the Section 1603 grant program. The Government served subpoenas on several developers, including Sunrun, along with their investors and valuation firms. The focus of the investigation is the claimed fair market value of the solar systems the developers submitted to the Government in their grant applications. The Company has cooperated fully with the Government and plans to continue to do so. No claims have been brought against the Company. The Company is not able to estimate the ultimate outcome or a range of possible loss at this point in time. On April 13, 2016, a purported shareholder class action captioned Pytel v. Sunrun Inc., et al. Mancy v. Sunrun Inc., et al. Brown et al. v. Sunrun Inc., et al. Baker et al. v. Sunrun Inc., et al. Greenberg v. Sunrun Inc., et al. Nunez v. Sunrun Inc., et al. Steinberg v. Sunrun Inc., et al. Mancy Brown Baker, Greenberg, Nunez Steinberg Pytel On April 21, 2016, a purported shareholder class action captioned Cohen, et al. v. Sunrun Inc., et al. Cohen Pytel Mancy Brown Greenberg, Nunez, Steinberg Baker On September 26, 2016, the Baker, Brown, Cohen, Mancy, Nunez, Pytel and Steinberg |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 23. Net Income (Loss) Per Share Prior to the initial public offering, the Company calculated net income (loss) per share (EPS) available to common stockholders using the two-class method, which allocates net income that otherwise would have been available to common shareholders to holders of participating securities. In connection with the Company’s initial public offering, the Company recognized a deemed dividend of $24.9 million to Series D and E convertible preferred shareholders, as further discussed in Note 17, Shareholders’ Equity. Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period adjusted to include the effect of potentially dilutive securities. Potentially dilutive securities are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive. The computation of the Company’s basic and diluted net income (loss) per share are as follows (in thousands, except per share amounts): Years Ended December 31, 2016 2015 2014 Numerator: Net income (loss) attributable to common stockholders $ 91,687 $ (28,246 ) $ (70,852 ) Less: Deemed dividend to convertible preferred stockholders — (24,890 ) — Net Income (loss) available to common stockholders $ 91,687 $ (53,136 ) $ (70,852 ) Denominator: Weighted average shares used to compute net income (loss) per share attributable to common stockholders, basic 102,367 55,091 22,795 Weighted average effect of potentially dilutive shares to purchase common stock 2,597 — — Weighted average shares used to compute net income (loss) per share attributable to common stockholders, diluted 104,964 55,091 22,795 Net income (loss) per share attributable to common stockholders Basic $ 0.90 $ (0.96 ) $ (3.11 ) Diluted $ 0.87 $ (0.96 ) $ (3.11 ) The following shares were excluded from the computation of diluted net income (loss) per share as the impact of including those shares would be anti-dilutive (in thousands): Year Ended December 31, 2016 2015 2014 Preferred stock — — 54,841 Warrants 1,251 1,251 — Outstanding stock options 8,981 12,631 11,328 Unvested restricted stock units 1,564 599 — ESPP — 79 — Total 11,796 14,560 66,169 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 24. Related Party Transactions An individual who serves as one of the Company’s directors has direct and indirect ownership interests in Enphase Energy, Inc. (“Enphase”). For the years ended December 31, 2016, 2015 and 2014, the Company recorded $19.9 million, $11.9 million and $8.9 million, respectively, in purchases from Enphase and had outstanding payables to Enphase of $0.4 million and $0.7 million as of December 31, 2016 and 2015, respectively. An individual who serves as one of the Company’s directors is also a director of Aquion, Inc. For the year ended December 31, 2016, the Company recorded $0.4 million, in purchases from Aquion, Inc. and had a de minimis amount of outstanding payables as of December 31, 2016. Prior to January 1, 2016, the Company did not make purchases from Aquion, Inc. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect the accounts and operations of the Company and its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling financial interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. In addition, during 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangement December 31, 2015 As Adoption of ASU As Reclassified Prepaid expenses and other current assets $ 6,696 $ (779 ) $ 5,917 Other assets 32,277 (2,775 ) 29,502 Long-term non-recourse debt, current portion 5,408 (686 ) 4,722 Recourse debt 194,975 2,025 197,000 Long-term non-recourse debt, net of current portion 337,935 (4,893 ) 333,042 |
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 significant estimates and assumptions, including, but not limited to, 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 fair value of assets acquired and liabilities assumed in business combinations, the effective interest rate used to amortize lease pass-through financing obligations, the fair value used to value solar energy systems, 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. Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operating leases $ 125,197 $ 86,332 $ 63,962 Incentives 43,220 31,672 20,044 Operating leases and incentives 168,417 118,004 84,006 Solar energy systems 127,727 50,191 23,687 Products 157,754 136,411 90,864 Solar energy systems and product sales 285,481 186,602 114,551 Total revenue $ 453,898 $ 304,606 $ 198,557 |
Cash | Cash Cash consists of bank deposits held in checking and savings accounts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by federal deposit insurance. The Company believes that its credit risk is not significant. |
Restricted Cash | Restricted Cash Restricted cash represents amounts related to replacement of solar energy system components and obligations under certain financing transactions. |
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 arrangements with customers, the customers typically assign incentive rebates to the Company. Accounts receivable are recorded at net realizable value. The Company maintains allowances for the applicable portion of receivables when collection becomes doubtful. The Company estimates anticipated losses from doubtful accounts based upon the expected collectability of all accounts receivables, which takes into account the number of days past due, collection history, identification of specific customer exposure, and current economic trends. Once a receivable is deemed to be uncollectible, it is written off. In 2016, 2015 and 2014, the Company recorded provision for bad debt expense of $1.4 million, $2.0 million and $0.5 million, respectively, and wrote-off uncollectible receivables of $1.8 million, $1.1 million and $0.1 million, respectively. Accounts receivable, net consists of the following (in thousands): December 31, 2016 2015 Customer receivables $ 50,811 $ 46,169 Customer deposits 5,793 10,150 Other receivables 856 4,376 Rebates receivable 3,964 1,221 Allowance for doubtful accounts (1,166 ) (1,641 ) Total $ 60,258 $ 60,275 |
State Tax Credits Receivable | State Tax Credits Receivable State tax credits receivable are recognized upon submission of the state income tax return. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventories consist of raw materials such as photovoltaic panels, inverters and mounting hardware as well as miscellaneous electrical components that are sold as-is by the distribution operations and used in installations and work-in-process. Work-in-process primarily relates to solar energy systems that will be sold to customers, which are partially installed and have yet to pass inspection by the responsible city or utility department. For solar energy systems where the Company performs the installation, the Company commences transferring component parts from inventories to construction-in-progress, a component of solar energy systems, once a lease contract with a lease customer has been executed and the component parts have been assigned to a specific project. Additional costs incurred including labor and overhead are recorded within construction in progress. The Company periodically reviews inventories for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to their market value. |
Solar Energy Systems, net | Solar Energy Systems, net The Company records solar energy systems leased to customers and solar energy systems that are under installation as solar energy systems, net on its consolidated balance sheet. Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems, less accumulated depreciation and amortization. Depreciation on solar energy systems is calculated on a straight-line basis over the estimated useful lives of the systems of 35 years. Prior to the fourth quarter of 2016, the Company calculated depreciation on solar energy systems on a straight-line basis to their estimated residual values over the estimated useful lives of systems, which was expected to be 20 years. The Company revised the estimated useful life of solar energy systems in the fourth quarter of 2016, as the Company reviewed its assumptions and concluded that customers are more likely to renew their lease rather than purchase the solar energy system at the end of the lease term. The impact of the change in estimate was immaterial for current and future periods. The Company periodically reviews its estimated useful life and recognizes changes in estimates by prospectively adjusting depreciation expense. Inverters are depreciated over their estimated useful life of 10 years. Solar energy systems under installation will be depreciated as solar energy systems leased to customers when the respective systems are completed and interconnected. Initial direct costs from the origination of Customer Agreements are capitalized and amortized over the initial term of the related Customer Agreement and are included within solar energy systems, net in the consolidated balance sheets. Amortization of these costs is recorded in cost of operating leases and incentives in the accompanying consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consists of leasehold improvements, furniture, computer hardware and software, machinery and equipment and automobiles. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment is depreciated on a straight-line basis over the following periods: Leasehold improvements Lesser of estimated useful life of the asset or lease term, which is typically 2 to 6 years Furniture 5 years Computer hardware and software 3 years Machinery and equipment Lesser of 5 years or lease term Automobiles Lease term |
Capitalization of Software Costs | Capitalization of Software Costs For costs incurred in the development of internal use software, the Company capitalizes costs incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life. We capitalized additional costs of $4.9 million, $8.3 million and $7.3 million in 2016, 2015 and 2014, respectively, associated with our software, including BrightPath. |
Intangible Assets, net | Intangible Assets, net Finite-lived intangible assets are initially recorded at fair value and presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 6-10 years Developed technology 5 years Trade names 5-8 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying amounts of the Company’s long-lived assets, including solar energy systems and intangible assets subject to depreciation and amortization, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that are considered in deciding when to perform an impairment review would include significant negative industry or economic trends and significant changes or planned changes in the use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No impairment of long-lived assets has been recorded for the years ended December 31, 2016, 2015 and 2014. |
Business Combinations | Business Combinations Acquisitions of entities that meet the definition of a business are accounted for as business combinations in accordance with ASC 805, Business Combinations |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed of MEC in February 2014 and CEE in April 2015. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. The Company has determined that it operates as one reporting unit and the Company’s goodwill is recorded at the enterprise level. The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that goodwill might be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its net book value, an unanticipated change in competition or the Company’s market share and a significant change in the Company’s strategic plans. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes a) amounts that are collected from customers, including upfront deposits and lease prepayments; b) rebates and incentives received and receivables from utility companies and various local and state government agencies; c) amounts related to investment tax credits (“ITC”) that the Company monetized in connection with its lease-pass through financing obligations; and d) amounts received related to the sales of solar renewable energy credits (“SRECs”). Deferred revenue consists of the following (in thousands): December 31, 2016 2015 Customer payments $ 400,233 $ 370,754 Rebates and incentives 110,576 102,827 ITCs 121,004 126,853 SRECs 22,437 18,358 Total $ 654,250 $ 618,792 |
Deferred Grants | Deferred Grants Deferred grants consist of U.S. Treasury grants and state tax credits. The Company applied for a renewable energy technologies income tax credit offered by one of the states in the form of a cash payment and deferred the tax credit as a grant on the consolidated balance sheets. The Company records the grants as deferred grants and recognizes the benefit on a straight-line basis over the estimated depreciable life of the associated assets as a reduction in cost of operating leases and incentives. As described in the Solar Energy Systems, net section above, the estimated depreciable life of the associated assets was revised from 20 to 35 years. |
Warranty Accrual | 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. |
Solar Energy Performance Guarantees | Solar Energy Performance Guarantees The Company guarantees to customers certain specified minimum solar energy production output for solar facilities over the initial term of the Customer Agreements. The Company monitors the solar energy systems to determine whether these specified minimum outputs are being achieved. If the Company determines that the guaranteed minimum energy output is not achieved, it records a liability for the estimated amounts payable. The liability, which is included as accrued expenses and other liabilities in the consolidated balance sheets is immaterial in all periods presented. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative instruments on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive loss if a derivative is designated as part of a hedge transaction. The ineffective portion of the hedge, if any, is immediately recognized in earnings and are included in other expenses (income), net in the consolidated statements of operations. Beginning in 2015, the Company uses derivative financial instruments, primarily interest rate swaps, to manage its exposure to interest rate risks on its syndicated term loans, which are recognized on the balance sheet at their fair values. On the date that the Company enters into a derivative contract, the Company formally documents all relationships between the hedging instruments and the hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either a freestanding asset or liability. Changes in the fair value of a derivative that is designated and qualifies as an effective cash flow hedge are recorded in accumulated other comprehensive loss, net of tax, until earnings are affected by the variability of cash flows of the hedged item. Any derivative gains and losses that are not effective in hedging the variability of expected cash flows of the hedged item or that do not qualify for hedge accounting treatment are recognized directly into income. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in cash flows of the derivative instrument have been highly effective in offsetting changes in the cash flows of the hedged items and whether they are expected to be highly effective in the future. The Company discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the derivative instrument is carried at its fair market value on the balance sheet with the changes in fair value recognized in current period earnings. The remaining balance in accumulated other comprehensive loss associated with the derivative that has been discontinued is not recognized in the income statement unless it is probable that the forecasted transaction will not occur. Such amounts are recognized in earnings when earnings are affected by the hedged transaction. The Company recognized warrants with former preferred stockholders as an inducement to convert their shares of convertible preferred stock into shares of common stock immediately prior to the Company’s initial public offering as derivative liabilities. Such liabilities were valued when the financial instruments were initially issued, with the change in their respective fair values recorded as a gain or loss on revaluation within other expenses (income), net in the Company’s statement of operations. The Company determines the fair value of its warrant derivative liabilities using the Black-Scholes option-pricing model. |
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 techniques 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, and recourse and non-recourse debt. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sales price is fixed and determinable, and (iv) collection of the related receivable is reasonably assured. Operating leases and incentives Operating leases and incentives revenue is primarily comprised of revenue from Customer Agreements, revenue from solar energy system rebate incentives, revenue associated with ITCs assigned to investment funds that are classified as lease pass-through arrangements 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. The Company recognizes revenue on a straight-line basis over the initial term of the Customer Agreements (typically 20 years) that have minimum lease payments, or as earned when the customers are billed based on the actual electricity generated at a specific rate under the terms of the Customer Agreements. The Company considers upfront rebate incentives received from states and utilities for solar energy systems subject to Customer Agreements to be minimum lease payments. Rebate revenue is recognized on a straight-line basis over the life of the initial contract term of the Customer Agreement beginning when a PTO letter is issued by the local utility company or on the date daily operation commences if utility approval is not required. The Company monetizes the ITCs associated with the leased systems on its lease pass-through financing obligations by assigning them to the investor together with the future customer lease payments. A portion of the cash consideration received from the investors is allocated to the estimated fair value of the assigned ITCs upon the PTO dates of the leased systems, as discussed below. The estimated fair value of the ITCs is determined by applying the expected internal rate of return to the investor on this structure to the gross amount of the ITCs that may be claimed by the investor. The ITCs are subject to recapture under the Code if the underlying solar energy system either ceases to be a qualifying property or undergoes a change in ownership within five years of its placed in service date. The recapture amount decreases by 20% on each anniversary of the PTO date. As the Company has an obligation to ensure the solar energy systems is in service and operational for a term of five years to avoid any recapture of the ITCs, the Company recognizes revenue as the recapture provisions lapse assuming the other aforementioned revenue recognition criteria have been met. The portion of monetized ITCs are reclassified to deferred revenue from lease pass-through financing obligation on the consolidated balance sheets when the leased systems are granted PTO. Subsequently, one-fifth of the monetized ITCs are recognized as revenue in the consolidated statements of operations on each anniversary of the solar energy systems’ PTO date over the following five years. SREC revenue arises from the sale of environmental credits generated by solar energy systems. SREC revenue is recorded in operating leases and incentives revenue. We recognize revenue related to the sale of SRECs to the extent the cumulative value of delivered SRECs per contract exceeds any possible liquidated damages for non-delivery, if any. The Company has determined that Customer Agreements are operating leases as opposed to capital leases pursuant to ASC 840, Leases Solar energy systems and product sales For solar energy systems sold to customers, the Company recognizes revenue when the solar energy system passes inspection by the authority having jurisdiction, provided all other revenue recognition criteria have been met. The Company’s installation projects are typically completed in a short period of time. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers and customer leads. Product sales revenue is recognized at the time when title is transferred, generally upon shipment. Shipping and handling fees charged to customers are included in net sales. Total shipping and handling fees charged to customers was $2.6 million for the years ended December 31, 2016 and 2015 and $2.4 million for the year ended December 31, 2014. Volume discounts given to customers are recorded as a reduction of revenue, since the Company does not receive goods or services in exchange for the discounts offered. 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 product revenue. |
Cost of Revenue | Cost of Revenue Operating leases and incentives Cost of revenue for operating leases and incentives is primarily comprised of the (1) depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) amortization of initial direct costs, (3) lease operations, monitoring and maintenance costs including associated personnel costs, and (4) 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. Research and Development Expense Research and development expenses include personnel costs, allocated overhead costs, and other costs related to the development of the Company’s BrightPath software suite as well as our racking equipment. These expenses include costs related to the development, maintenance and research associated with our BrightPath software and our SnapNrack racking equipment. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred in the consolidated statements of operations. The Company incurred advertising costs of $30.2 million, $34.8 million and $16.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock options and restricted stock units (“RSUs”) for its equity incentive plan and employee stock purchase plan. Stock-based compensation to employees is measured based on the grant date fair value of the awards and recognized over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options and employee stock purchase plans awards granted using the Black-Scholes option-valuation model. Compensation cost is recognized over the vesting period of the applicable award using the straight-line method for those options expected to vest. The Company also grants RSUs to non-employees that vest upon the satisfaction of both performance and service conditions. For RSUs granted to non-employees that vest upon the satisfaction of a performance condition, the Company starts recognizing expense on the RSUs when the performance condition is met. |
Noncontrolling Interests and Redeemable Noncontrolling Interests | Noncontrolling Interests and Redeemable Noncontrolling Interests Noncontrolling interests represent investors’ interests in the net assets of the Funds that the Company has created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The Company has determined that the contractual provisions in the funding arrangements represent substantive profit sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these arrangements, assuming the net assets of these funding structures were liquidated at recorded amounts. The Company’s initial calculation of the investor’s noncontrolling interest in the results of operations of these funding arrangements is determined as the difference in the noncontrolling interests’ claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between the Fund and the investors. The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable noncontrolling interests are reported using the greater of their carrying value as determined by the HLBV method or their estimated redemption value at each reporting date. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements and tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax asset will not be realized. The Company is subject to the provisions of ASC 740, Income Taxes The Company sells solar energy systems to the Funds. As the Funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales, any tax expense incurred related to these intercompany sales is deferred and recorded as a prepaid tax asset and amortized over the depreciable life of the underlying solar energy systems which has been estimated to be 35 years in accordance with ASC Topic 810. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdiction. |
Concentrations of Risk | Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable, which includes rebates receivable. The associated risk of concentration for cash is mitigated by banking with institutions with high credit ratings. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. To reduce credit risk, management performs periodic credit evaluations and ongoing evaluations of its customers’ financial condition. Rebates receivable are due from various states and local governments as well as various utility companies. The Company considers the collectability risk of such amounts to be low. The Company is not dependent on any single customer. The Company’s customers under Customer Agreements are primarily located in California, Hawaii, New Jersey, Arizona, New York and Massachusetts. The loss of a customer would not adversely impact the Company’s operating results or financial position. The Company depends on a limited number of suppliers of solar panels and other system components. During the year ended December 31, 2016 and 2015, the solar materials purchases from the top five suppliers were approximately $184.9 million and $160.5 million, respectively. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers Leases In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU No. 2016-02 to replace existing lease guidance with ASC 842, Leases. Leases Leases Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment . |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Impact of Company's Adoption of the ASU | The impact of the Company’s adoption of the ASUs on the prior period consolidated balance sheet was as follows (in thousands): December 31, 2015 As Adoption of ASU As Reclassified Prepaid expenses and other current assets $ 6,696 $ (779 ) $ 5,917 Other assets 32,277 (2,775 ) 29,502 Long-term non-recourse debt, current portion 5,408 (686 ) 4,722 Recourse debt 194,975 2,025 197,000 Long-term non-recourse debt, net of current portion 337,935 (4,893 ) 333,042 |
Schedule of Revenue from External Customers | Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operating leases $ 125,197 $ 86,332 $ 63,962 Incentives 43,220 31,672 20,044 Operating leases and incentives 168,417 118,004 84,006 Solar energy systems 127,727 50,191 23,687 Products 157,754 136,411 90,864 Solar energy systems and product sales 285,481 186,602 114,551 Total revenue $ 453,898 $ 304,606 $ 198,557 |
Schedule of Accounts Receivable | Accounts receivable, net consists of the following (in thousands): December 31, 2016 2015 Customer receivables $ 50,811 $ 46,169 Customer deposits 5,793 10,150 Other receivables 856 4,376 Rebates receivable 3,964 1,221 Allowance for doubtful accounts (1,166 ) (1,641 ) Total $ 60,258 $ 60,275 |
Depreciated Property and Equipment, Net Estimated Useful Lives | Property and equipment is depreciated on a straight-line basis over the following periods: Leasehold improvements Lesser of estimated useful life of the asset or lease term, which is typically 2 to 6 years Furniture 5 years Computer hardware and software 3 years Machinery and equipment Lesser of 5 years or lease term Automobiles Lease term |
Amortized Finite-Lived Intangible Assets Estimated Useful lives | Finite-lived intangible assets are initially recorded at fair value and presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 6-10 years Developed technology 5 years Trade names 5-8 years |
Schedule of Deferred Revenue | Deferred revenue consists of the following (in thousands): December 31, 2016 2015 Customer payments $ 400,233 $ 370,754 Rebates and incentives 110,576 102,827 ITCs 121,004 126,853 SRECs 22,437 18,358 Total $ 654,250 $ 618,792 |
Acquisitions (Tables)
Acquisitions (Tables) - Clean Energy Experts, LLC | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed (in thousands): Cash $ 424 Accounts receivable 639 Intangible assets 13,290 Accounts payable and accrued liabilities (1,247 ) Deferred tax liability (5,146 ) Identifiable assets and liabilities assumed 7,960 Goodwill 35,757 Total $ 43,717 |
Fair Value of Acquired Intangible Assets and Estimated Useful Life | The fair value of acquired intangible assets and their estimated useful life are as follows (in thousands, except estimated useful life): Fair Estimated Useful Life (in years) Developed technology $ 5,910 5 Customer relationships 4,390 8 Trade names 2,990 8 Total $ 13,290 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Lines of credit $ 489,200 $ 489,200 $ 197,000 $ 197,000 Syndicated term loans 189,989 189,989 169,344 169,344 Bank term loan 81,307 80,542 30,739 32,692 Note payable 36,232 35,396 32,781 32,568 Solar asset-backed notes 101,295 102,869 104,900 110,103 Total $ 898,023 $ 897,996 $ 534,764 $ 541,707 |
Schedule of Fair Value, Financial Instruments Measured on Recurring Basis | At December 31, 2016 and 2015, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy are as follows (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 1,632 $ — $ 1,632 Total $ — $ 1,632 $ — $ 1,632 Derivative liabilities: Warrants $ — $ — $ 20 $ 20 Total $ — $ — $ 20 $ 20 December 31, 2015 Level 1 Level 2 Level 3 Total Derivative liabilities: Interest rate swaps $ — $ 921 $ — $ 921 Warrants — — 557 557 Total $ — $ 921 $ 557 $ 1,478 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): December 31, 2016 2015 Raw materials $ 62,037 $ 62,967 Work-in-process 5,289 8,291 Total $ 67,326 $ 71,258 |
Solar Energy Systems, Net (Tabl
Solar Energy Systems, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, Net | Solar energy systems, net consists of the following (in thousands): December 31, 2016 2015 Solar energy system equipment costs $ 2,459,856 $ 1,846,103 Inverters 260,011 177,202 Initial direct costs 117,587 68,280 Total solar energy systems 2,837,454 2,091,585 Less: Accumulated depreciation and amortization (303,305 ) (212,671 ) Add: Construction-in-progress 95,217 113,107 Total solar energy systems, net $ 2,629,366 $ 1,992,021 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consists of the following (in thousands): December 31, 2016 2015 Machinery and equipment $ 3,491 $ 2,808 Leasehold improvements, furniture, and computer hardware 13,407 10,669 Vehicles 44,788 33,048 Computer software 24,552 19,883 Total property and equipment 86,238 66,408 Less: Accumulated depreciation and amortization (37,767 ) (21,542 ) Total solar energy systems, net $ 48,471 $ 44,866 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Carrying Value of Goodwill | The goodwill and intangible assets were acquired as part of the acquisition of MEC and CEE acquisitions referred to in Note 1, Organization The change in the carrying value of goodwill is as follows (in thousands): Balance—January 1, 2015 $ 51,786 Acquisition of CEE (Note 3) 35,757 Balance—December 31, 2015 and 2016 $ 87,543 |
Summary of Intangible Assets, Net | Intangible assets, net as of December 31, 2016 consist of the following (in thousands, except weighted average remaining life): Weighted average Accumulated Carrying remaining life Cost amortization value (in years) Customer relationships $ 14,660 $ (4,317 ) $ 10,343 6.4 Developed technology 6,820 (2,600 ) 4,220 3.1 Trade names 6,990 (3,054 ) 3,936 4.6 Total $ 28,470 $ (9,971 ) $ 18,499 Intangible assets, net as of December 31, 2015 consist of the following (in thousands, except weighted average remaining life): Weighted average Accumulated Carrying remaining life Cost amortization value (in years) Customer relationships $ 14,660 $ (2,618 ) $ 12,042 7.4 Developed technology 6,820 (1,235 ) 5,585 4.1 Trade names 6,990 (1,912 ) 5,078 5.3 Total $ 28,470 $ (5,765 ) $ 22,705 |
Schedule of Expected Amortization of Intangible Assets | As of December 31, 2016, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows (in thousands): 2017 $ 4,205 2018 4,205 2019 3,335 2020 2,143 2021 1,750 Thereafter 2,861 Total $ 18,499 |
Prepaid Expense and Other Cur41
Prepaid Expense and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2016 2015 Prepaid expenses $ 6,285 $ 5,134 Reimbursement receivable 3,160 337 State tax receivable 347 427 Other current assets 10 19 Total $ 9,802 $ 5,917 |
Accrued Expenses and Other Li42
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued employee compensation $ 22,758 $ 21,353 CEE Compensation expense 7,948 — CEE acquisition consideration — 5,000 Accrued professional fees 4,073 3,480 Other accrued expenses 24,482 19,313 Total $ 59,261 $ 49,146 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2016, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 244,000 $ 244,000 $ 3,406 Varies (1) 3.96% - 5.75% April 2018 Total recourse debt $ — $ 244,000 $ 244,000 $ 3,406 Non-recourse debt: Line of credit (Aggregation Facility) — 245,200 245,200 9,300 Varies (2) 2.93% - 3.39% December 2020 Term Loan A 616 146,387 147,003 5,000 LIBOR + 2.75% 3.64 % December 2021 Bank term loan due in September 2022 1,074 21,249 22,323 — LIBOR +2.25% 2.86 % September 2022 Bank term loan due in April 2022 1,331 26,565 27,896 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,730 97,565 101,295 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,870 42,986 — LIBOR + 5.00% 6.00 % December 2020 and 2021 Bank term loan due in July 2021 7,286 23,802 31,088 1,032 Varies (3) 6.25% - 9.94% July 2021 Note payable — 36,232 36,232 — 12.00% 12.00 % December 2018 Total non-recourse debt 14,153 639,870 654,023 15,332 Total debt $ 14,153 $ 883,870 $ 898,023 $ 18,738 As of December 31, 2015, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 197,000 $ 197,000 $ 6,571 Varies (1) 3.67 % April 2018 Total recourse debt $ — $ 197,000 $ 197,000 $ 6,571 Non-recourse debt: Term Loan A 589 146,625 147,214 5,600 LIBOR + 2.75% 3.07 % December 2021 Bank term loan due in April 2022 1,159 29,580 30,739 — 6.25% 6.25 % April 2022 Solar asset-backed notes 2,858 102,042 104,900 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan B 116 22,014 22,130 — LIBOR + 5.00% 6.00 % December 2021 Note payable — 32,781 32,781 — 12.00% 12.00 % December 2018 Total non-recourse debt 4,722 333,042 337,764 5,600 Total debt $ 4,722 $ 530,042 $ 534,764 $ 12,171 (1) Loans under the facility bear interest at LIBOR + 3.25% or the Base Rate + 2.25%. The Base Rate is the highest of the Federal Funds Rate + 0.50%, the Prime Rate, or LIBOR + 1.00%. (2) (3) Loans under the facility bear interest at LIBOR + 5.50% for contracted SRECs and LIBOR + 9.00% for uncontracted SRECs. |
Schedule of Maturities of Debt, Excluding Debt Discount | The scheduled maturities of debt, excluding debt discount, as of December 31, 2016 are as follows (in thousands): 2017 $ 16,107 2018 306,113 2019 27,168 2020 29,139 2021 411,623 Thereafter 119,957 Subtotal 910,107 Less: Debt discount (12,084 ) Total $ 898,023 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Designated Derivative Instruments Classified as Derivative Assets | At December 31, 2016, the Company had the following designated derivative instruments classified as derivative assets as reported in other liabilities in the Company’s balance sheet (in thousands, other than quantity and interest rates): Type Quantity Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Credit Risk Adjustment Adjusted Fair Market Value Interest rate swaps 4 10/31/2028 2.17%-2.18% $ 125,471 $ 630 $ (123 ) $ 507 Interest rate swap 1 8/31/2022 1.27% $ 17,390 $ 343 $ (11 ) $ 332 Interest rate swaps 3 7/31/2034 2.48%-2.52% $ 85,174 $ 752 $ 41 $ 793 |
Lease Pass-Through Financing 45
Lease Pass-Through Financing Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Subject To Or Available For Operating Lease Net [Abstract] | |
Schedule of Future Minimum Lease Payments Expected Under Lease Pass-Fund Arrangement | At December 31, 2016, future minimum lease payments expected to be made by the investor under the lease pass-through fund arrangement for each of the next five years and thereafter are as follows (in thousands): 2017 $ 523 2018 523 2019 523 2020 523 2021 523 Thereafter 2,989 Total $ 5,604 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity Disclosure [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): December 31, 2016 2015 Assets Current assets Cash $ 120,728 $ 44,407 Restricted cash 1,680 757 Accounts receivable, net 20,771 12,965 Prepaid expenses and other current assets 242 66 Total current assets 143,421 58,195 Solar energy systems, net 1,920,330 1,305,420 Other assets 1,481 — Total assets $ 2,065,232 $ 1,363,615 Liabilities Current liabilities Accounts payable $ 14,873 $ 11,025 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 10,654 8,063 Accrued expenses and other liabilities 782 175 Deferred revenue, current portion 25,827 21,344 Deferred grants, current portion 3,644 7,198 Long-term non-recourse debt, current portion 8,616 1,159 Total current liabilities 64,396 48,964 Deferred revenue, net of current portion 396,858 353,392 Deferred grants, net of current portion 105,390 108,528 Long-term non-recourse debt, net of current portion 50,367 29,580 Total liabilities $ 617,011 $ 540,464 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Reserve Share of Common Stock for Issuance | The Company has reserved shares of common stock for issuance as follows (in thousands) December 31, 2016 2015 Stock plans Shares available for grant 2015 Equity Incentive Plan 11,081 12,006 2015 Employee Stock Purchase Plan 2,511 1,000 Options outstanding 12,897 12,795 Restricted stock units outstanding 4,106 1,506 Total 30,595 27,307 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the activity for all stock options under the Company’s equity incentive plans for the years ended December 31, 2016 and 2015 (shares in thousands): Weighted Weighted Average Average Aggregate Options Exercise Price Remaining Intrinsic Outstanding Outstanding Contractual Life Value Outstanding at December 31, 2014 11,408 $ 4.42 8.20 Granted 3,806 9.50 Exercised (1,210 ) 2.96 Cancelled / forfeited (1,209 ) 6.27 Outstanding at December 31, 2015 12,795 5.89 7.82 $ 75,797 Granted 3,674 5.73 Exercised (1,852 ) 2.94 Cancelled / forfeited (1,720 ) 8.37 Outstanding at December 31, 2016 12,897 $ 5.94 7.49 $ 9,625 Options vested and exercisable at December 31, 2016 6,763 $ 5.19 6.40 $ 8,943 Options vested and expected to vest at December 31, 2016 10,886 $ 5.80 7.25 $ 9,435 |
Estimated Fair Value of Stock Options | The Company estimated the fair value of stock options with the following assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.18% - 2.23% 1.55% - 1.95% 1.68% - 2.01% Volatility 36.00% - 49.64% 36.30% - 39.63% 37.41% - 46.68% Expected term (in years) 5.00 - 6.26 5.50 - 6.23 5.34 - 6.08 Expected dividend yield 0.00 % 0.00 % 0.00 % |
Summary of Activity for All RSUs | The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for the years ended December 31, 2016 and 2015 (shares in thousands): Weighted Average Grant Date Fair Shares Value Unvested balance at December 31, 2014 947 $ 9.40 Granted 808 11.13 Issued (182 ) 9.58 Cancelled / forfeited (67 ) 11.37 Unvested balance at December 31, 2015 1,506 10.44 Granted 3,363 5.82 Issued (422 ) 9.55 Cancelled / forfeited (341 ) 6.80 Unvested balance at December 31, 2016 4,106 $ 6.87 |
Summary of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense, including the compensation expense resulting from the sales of common stock by employees and former employees in 2015 and 2014 to existing investors and ESPP expenses, in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of operating leases and incentives $ 2,039 $ 1,649 $ 155 Cost of solar energy systems and product sales 409 236 682 Sales and marketing 7,831 5,242 897 Research and development 515 205 270 General and administration 7,929 8,491 7,214 Total $ 18,723 $ 15,823 $ 9,218 |
Operating Revenues under Cust49
Operating Revenues under Customer Agreements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases Operating [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments to be received from customers whose Customer Agreements represent non-cancelable leases are as follows (in thousands): 2017 $ 27,727 2018 28,141 2019 28,525 2020 28,921 2021 29,327 Thereafter 443,840 Total $ 586,481 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The following table presents the loss before income taxes for the periods presented (in thousands): For the Year Ended December 31, 2016 2015 2014 (Income) loss attributable to common stockholders $ (127,680 ) $ 33,545 $ 80,895 Loss attributable to noncontrolling interest and redeemable noncontrolling interests 394,988 220,660 86,638 Loss before income taxes $ 267,308 $ 254,205 $ 167,533 |
Schedule of Components of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following (in thousands): For the Year Ended December 31, 2016 2015 2014 Current Federal $ — $ — $ — State — — — Total current expense — — — Deferred Federal 30,197 (7,516 ) (8,196 ) State 5,796 2,217 (1,847 ) Total deferred provision 35,993 (5,299 ) (10,043 ) Total $ 35,993 $ (5,299 ) $ (10,043 ) |
Schedule of Reconciliation of Effective Tax Rate | The following table represents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: For the Year Ended December 31, 2016 2015 2014 Tax provision (benefit) at federal statutory rate (34.00 )% (34.00 )% (34.00 )% State income taxes, net of federal benefit 1.92 0.87 (1.10 ) Effect of noncontrolling and redeemable noncontrolling interests 50.23 29.53 17.59 Stock-based compensation 0.68 1.06 1.37 Effect of prepaid tax asset (5.57 ) 0.04 9.39 Tax credits (1.61 ) (0.43 ) (0.22 ) Other 1.81 0.85 0.98 Total 13.46 % (2.08 )% (5.99 )% |
Schedule of Deferred Tax Assets and Liabilities | The following table represents significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands): December 31, 2016 2015 Deferred tax assets Accruals and prepaids $ 18,010 $ 12,904 Deferred revenue 23,559 34,710 Net operating loss carryforwards 218,719 229,464 Stock-based compensation 6,908 3,748 Investment tax and other credits 18,454 11,261 Total deferred tax assets 285,650 292,087 Less: Valuation allowance (663 ) — Gross deferred tax assets 284,987 292,087 Deferred tax liabilities Capitalized initial direct costs 45,030 27,539 Fixed asset depreciation 206,754 178,511 Deferred tax on investment in partnerships 448,600 276,183 Gross deferred tax liabilities 700,384 482,233 Net deferred tax liabilities $ (415,397 ) $ (190,146 ) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2014 $ — Acquired from CEE 1,525 Balance at December 31, 2015 and 2016 $ 1,525 |
Schedule of Summarization of Tax Years And Examination by The Tax Authorities | The following table summarizes the tax years that remain open and subject to examination by the tax authorities in the most significant jurisdictions in which the Company operates: Tax Years U.S. Federal 2013 - 2016 State 2012 - 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements | Future minimum lease payments expected to be made under non-cancelable operating lease agreements as of December 31, 2016 for each of the years ending December 31, are as follows (in thousands): 2017 $ 9,651 2018 8,751 2019 5,524 2020 3,622 2021 2,227 Thereafter 2,543 Total $ 32,318 |
Schedule of Future Lease Payments Under Capital Lease Obligations | The following is a schedule of future lease payments as of December 31, 2016 (in thousands): 2017 $ 10,814 2018 7,920 2019 4,751 2020 854 2021 177 Thereafter 40 Total future lease payments 24,556 Less: Amount representing estimated executory costs included in future lease payments 512 Net minimum future lease payments 24,044 Less: Amount representing interest 1,064 Present value of future payments 22,980 Less: Current portion 10,015 Long term portion $ 12,965 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share | The computation of the Company’s basic and diluted net income (loss) per share are as follows (in thousands, except per share amounts): Years Ended December 31, 2016 2015 2014 Numerator: Net income (loss) attributable to common stockholders $ 91,687 $ (28,246 ) $ (70,852 ) Less: Deemed dividend to convertible preferred stockholders — (24,890 ) — Net Income (loss) available to common stockholders $ 91,687 $ (53,136 ) $ (70,852 ) Denominator: Weighted average shares used to compute net income (loss) per share attributable to common stockholders, basic 102,367 55,091 22,795 Weighted average effect of potentially dilutive shares to purchase common stock 2,597 — — Weighted average shares used to compute net income (loss) per share attributable to common stockholders, diluted 104,964 55,091 22,795 Net income (loss) per share attributable to common stockholders Basic $ 0.90 $ (0.96 ) $ (3.11 ) Diluted $ 0.87 $ (0.96 ) $ (3.11 ) |
Schedule of Shares Excluded From Computation of Diluted Net Income (Loss) Per Share | The following shares were excluded from the computation of diluted net income (loss) per share as the impact of including those shares would be anti-dilutive (in thousands): Year Ended December 31, 2016 2015 2014 Preferred stock — — 54,841 Warrants 1,251 1,251 — Outstanding stock options 8,981 12,631 11,328 Unvested restricted stock units 1,564 599 — ESPP — 79 — Total 11,796 14,560 66,169 |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016InvestmentFund | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Power purchase or lease agreement term | 20 years |
Number of types of investment funds used by the company | 3 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Schedule of Impact of Company's Adoption of the ASU (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | $ 9,802 | $ 5,917 |
Other assets | 34,936 | 29,502 |
Long-term non-recourse debt, current portion | 14,153 | 4,722 |
Recourse debt | 244,000 | 197,000 |
Long-term non-recourse debt, net of current portion | $ 639,870 | 333,042 |
As Previously Reported | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | 6,696 | |
Other assets | 32,277 | |
Long-term non-recourse debt, current portion | 5,408 | |
Recourse debt | 194,975 | |
Long-term non-recourse debt, net of current portion | 337,935 | |
Adoption of ASU | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | (779) | |
Other assets | (2,775) | |
Long-term non-recourse debt, current portion | (686) | |
Recourse debt | 2,025 | |
Long-term non-recourse debt, net of current portion | $ (4,893) |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2017USD ($) | Sep. 30, 2016 | Dec. 31, 2016USD ($)SegmentBusinessActivity | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of operating segments | Segment | 1 | ||||
Number of business activities | BusinessActivity | 1 | ||||
Bad debt expense | $ 1,355,000 | $ 1,998,000 | $ 546,000 | ||
Uncollectible receivables written off | $ 1,800,000 | 1,100,000 | 100,000 | ||
Property plant and equipment depreciation method | Straight-line basis | ||||
Capitalized additional costs associated with software | $ 4,900,000 | 8,300,000 | 7,300,000 | ||
Intangible assets amortization method | Straight-line basis | ||||
Impairment of long-lived assets | $ 0 | 0 | 0 | ||
Initial lease term | 20 years | ||||
Percentage of lesser lease term than estimated economic life | 75.00% | ||||
Percentage of minimum lease payments exceeds fair value under lease classification criteria | 90.00% | ||||
Shipping and handling fees charged to customers | $ 2,600,000 | 2,600,000 | 2,400,000 | ||
Advertising costs | 30,200,000 | 34,800,000 | $ 16,900,000 | ||
Solar materials purchases from top five suppliers | $ 184,900,000 | $ 160,500,000 | |||
Subsequent Event | ASU No. 2016-09 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Increase (decrease) in deferred tax liabilities | $ (3,300,000) | ||||
Subsequent Event | ASU 2016-16 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Prepaid tax assets, net | 378,200,000 | ||||
Recognized deferred tax assets | $ 378,500,000 | ||||
Inverters | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 10 years | ||||
Solar Energy Systems | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 20 years | 35 years | |||
Solar Energy Systems | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 35 years |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Operating leases | $ 125,197 | $ 86,332 | $ 63,962 |
Incentives | 43,220 | 31,672 | 20,044 |
Operating leases and incentives | 168,417 | 118,004 | 84,006 |
Solar energy systems and product sales | 285,481 | 186,602 | 114,551 |
Total revenue | 453,898 | 304,606 | 198,557 |
Solar Energy Systems | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Solar energy systems and product sales | 127,727 | 50,191 | 23,687 |
Products | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Solar energy systems and product sales | $ 157,754 | $ 136,411 | $ 90,864 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Schedule of Accounts Receivable Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Customer receivables | $ 50,811 | $ 46,169 |
Customer deposits | 5,793 | 10,150 |
Other receivables | 856 | 4,376 |
Rebates receivable | 3,964 | 1,221 |
Allowance for doubtful accounts | (1,166) | (1,641) |
Total | $ 60,258 | $ 60,275 |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Depreciated Property and Equipment, Net Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life, description | Lesser of estimated useful life of the asset or lease term, which is typically 2 to 6 years |
Leasehold Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 2 years |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 6 years |
Furniture | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Hardware and Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life, description | Lesser of 5 years or lease term |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Automobiles | |
Property Plant And Equipment [Line Items] | |
Estimated useful life, description | Lease term |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Amortized Finite-Lived Intangible Assets Estimated Useful lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 6 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 10 years |
Developed Technology | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Trade Names | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Trade Names | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 8 years |
Summary of Significant Accoun60
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Entity Wide Revenue Major Customer [Line Items] | ||
Deferred revenue | $ 654,250 | $ 618,792 |
Customer Payments | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Deferred revenue | 400,233 | 370,754 |
Rebates and Incentives | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Deferred revenue | 110,576 | 102,827 |
SRECs | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Deferred revenue | 22,437 | 18,358 |
ITCs | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Deferred revenue | $ 121,004 | $ 126,853 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2017 | Apr. 30, 2016 | Oct. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Business acquisition, net of cash acquired | $ 5,000 | $ 19,575 | $ 36,384 | |||||
Clean Energy Experts, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment | $ 25,000 | |||||||
Business acquisition shares of common stock | 1,900,000 | |||||||
Purchase consideration amount on issuance of shares | $ 19,100 | |||||||
Business acquisition payment of cash | $ 15,000 | |||||||
Business acquisition, shares issued | 250,000 | 250,000 | 1,400,000 | 500,000 | ||||
Business acquisition, net of cash acquired | $ 5,000 | $ 5,000 | $ 10,000 | |||||
Business acquisition acquired business to total revenue | $ 16,900 | |||||||
Clean Energy Experts, LLC | Scenario Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition contingent cash payment | $ 9,100 | |||||||
Business acquisition contingent share issuance | 600,000 | |||||||
Business acquisition of compensation expenses | 2 years |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Cash | $ 206,364 | $ 203,864 | $ 152,154 | $ 99,699 |
Goodwill | $ 87,543 | 87,543 | $ 51,786 | |
Clean Energy Experts, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | 424 | |||
Accounts receivable | 639 | |||
Intangible assets | 13,290 | |||
Accounts payable and accrued liabilities | (1,247) | |||
Deferred tax liability | (5,146) | |||
Identifiable assets and liabilities assumed | 7,960 | |||
Goodwill | 35,757 | |||
Total | $ 43,717 |
Acquisitions - Summary of Fai63
Acquisitions - Summary of Fair Value of Acquired Intangible Assets and Estimated Useful Life (Details) - Clean Energy Experts, LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 13,290 |
Developed Technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 5,910 |
Estimated Useful Life (in years) | 5 years |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 4,390 |
Estimated Useful Life (in years) | 8 years |
Trade Names | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 2,990 |
Estimated Useful Life (in years) | 8 years |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Values and Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | $ 898,023 | $ 534,764 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 897,996 | 541,707 |
Lines of Credit | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 489,200 | 197,000 |
Lines of Credit | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 489,200 | 197,000 |
Syndicated Term Loans | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 189,989 | 169,344 |
Syndicated Term Loans | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 189,989 | 169,344 |
Bank Term Loan | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 81,307 | 30,739 |
Bank Term Loan | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 80,542 | 32,692 |
Notes Payable | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 36,232 | 32,781 |
Notes Payable | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 35,396 | 32,568 |
Solar Asset-Backed Notes | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 101,295 | 104,900 |
Solar Asset-Backed Notes | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | $ 102,869 | $ 110,103 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Fair Value Disclosures [Abstract] | |
Fair value assumptions, estimated fair value of common stock per share | $ 5.31 |
Fair value assumptions, risk-free interest rate | 1.04% |
Fair value assumptions, expected volatility rate | 47.34% |
Fair value assumptions, remaining contact life | 1 year 6 months 18 days |
Fair value assumptions, expected dividend yield rate | 0.00% |
Fair Value Measurement - Sche66
Fair Value Measurement - Schedule of Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 1,632 | |
Derivative liabilities | 20 | $ 1,478 |
Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,632 | |
Derivative liabilities | 921 | |
Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 20 | 557 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,632 | |
Derivative liabilities | 921 | |
Level 2 | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,632 | |
Derivative liabilities | 921 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 20 | 557 |
Level 3 | Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 20 | $ 557 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 62,037 | $ 62,967 |
Work-in-process | 5,289 | 8,291 |
Total | $ 67,326 | $ 71,258 |
Solar Energy Systems, Net (Deta
Solar Energy Systems, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 2,837,454 | $ 2,091,585 |
Less: Accumulated depreciation and amortization | (303,305) | (212,671) |
Add: Construction-in-progress | 95,217 | 113,107 |
Total solar energy systems, net | 2,629,366 | 1,992,021 |
Solar Energy System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 2,459,856 | 1,846,103 |
Inverters | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 260,011 | 177,202 |
Initial Direct Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 117,587 | $ 68,280 |
Solar Energy Systems, Net - Add
Solar Energy Systems, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Depreciation expense | $ 93.4 | $ 70.7 | $ 54.7 |
Amortization of deferred grants | $ 13.1 | $ 14.2 | $ 13.9 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 86,238 | $ 66,408 |
Less: Accumulated depreciation and amortization | (37,767) | (21,542) |
Total solar energy systems, net | 48,471 | 44,866 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 3,491 | 2,808 |
Leasehold Improvements, Furniture and Computer hardware | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 13,407 | 10,669 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 44,788 | 33,048 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 24,552 | $ 19,883 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Leased Assets [Line Items] | |||
Depreciation and amortization expense | $ 18.8 | $ 11.2 | $ 6.4 |
Vehicles | |||
Capital Leased Assets [Line Items] | |||
Gross amount of assets under capital leases | 46.2 | 34.2 | |
Accumulated depreciation for assets under capital leases | 16.3 | 6.2 | |
Depreciation of capital leased asset | $ 10.8 | $ 4.9 | $ 1.2 |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets, Net - Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Beginning balance | $ 87,543 | $ 51,786 |
Acquisition | 0 | |
Ending balance | 87,543 | 87,543 |
Clean Energy Experts, LLC | ||
Goodwill [Line Items] | ||
Beginning balance | $ 35,757 | |
Acquisition | 35,757 | |
Ending balance | $ 35,757 |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Percentage of estimated fair value in excess of carrying amount | 8.00% | ||
Impairment of goodwill | $ 0 | ||
Amortization of intangible assets | $ 4,206,000 | $ 3,695,000 | $ 2,269,000 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets, Net - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 28,470 | $ 28,470 |
Accumulated amortization | (9,971) | (5,765) |
Carrying value | 18,499 | 22,705 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 14,660 | 14,660 |
Accumulated amortization | (4,317) | (2,618) |
Carrying value | $ 10,343 | $ 12,042 |
Weighted average remaining life (in years) | 6 years 4 months 24 days | 7 years 4 months 24 days |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 6,820 | $ 6,820 |
Accumulated amortization | (2,600) | (1,235) |
Carrying value | $ 4,220 | $ 5,585 |
Weighted average remaining life (in years) | 3 years 1 month 6 days | 4 years 1 month 6 days |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 6,990 | $ 6,990 |
Accumulated amortization | (3,054) | (1,912) |
Carrying value | $ 3,936 | $ 5,078 |
Weighted average remaining life (in years) | 4 years 7 months 6 days | 5 years 3 months 18 days |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets, Net - Schedule of Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 4,205 | |
2,018 | 4,205 | |
2,019 | 3,335 | |
2,020 | 2,143 | |
2,021 | 1,750 | |
Thereafter | 2,861 | |
Carrying value | $ 18,499 | $ 22,705 |
Prepaid Expense and Other Cur76
Prepaid Expense and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 6,285 | $ 5,134 |
Reimbursement receivable | 3,160 | 337 |
State tax receivable | 347 | 427 |
Other current assets | 10 | 19 |
Total | $ 9,802 | $ 5,917 |
Accrued Expenses and Other Li77
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses And Other Liabilities [Line Items] | ||
Accrued employee compensation | $ 22,758 | $ 21,353 |
CEE acquisition consideration | 5,000 | |
Accrued professional fees | 4,073 | 3,480 |
Other accrued expenses | 24,482 | 19,313 |
Total | 59,261 | $ 49,146 |
Clean Energy Experts, LLC | ||
Accrued Expenses And Other Liabilities [Line Items] | ||
CEE Compensation expense | $ 7,948 |
Indebtedness - Schedule of Debt
Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 18,738 | $ 12,171 |
Long term debt, Current | 14,153 | 4,722 |
Long term debt, Noncurrent | 883,870 | 530,042 |
Long term debt | $ 898,023 | 534,764 |
Line of Credit | Minimum | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.93% | |
Line of Credit | Maximum | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.39% | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2018 | |
Bank Line of Credit | ||
Debt Instrument [Line Items] | ||
Recourse debt, Long Term | $ 244,000 | 197,000 |
Recourse debt, Total | 244,000 | 197,000 |
Recourse Debt | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | 3,406 | 6,571 |
Long term debt, Noncurrent | 244,000 | 197,000 |
Long term debt | 244,000 | 197,000 |
Recourse Debt | Bank Line of Credit | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 3,406 | $ 6,571 |
Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 |
Recourse Debt | Bank Line of Credit | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.67% | |
Annual Contractual Interest Rate | 2.25% | 2.25% |
Recourse Debt | Bank Line of Credit | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 3.25% | 3.25% |
Recourse Debt | Bank Line of Credit | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.96% | |
Recourse Debt | Bank Line of Credit | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.75% | |
Non Recourse Debt | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 15,332 | $ 5,600 |
Long term debt, Current | 14,153 | 4,722 |
Long term debt, Noncurrent | 639,870 | 333,042 |
Long term debt | 654,023 | 337,764 |
Non Recourse Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 9,300 | |
Maturity Date | Dec. 31, 2020 | |
Long term debt, Noncurrent | $ 245,200 | |
Long term debt | $ 245,200 | |
Non Recourse Debt | Line of Credit | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.50% | |
Non Recourse Debt | Term Loan A | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 5,000 | $ 5,600 |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 |
Long term debt, Current | $ 616 | $ 589 |
Long term debt, Noncurrent | 146,387 | 146,625 |
Long term debt | $ 147,003 | $ 147,214 |
Non Recourse Debt | Term Loan A | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.64% | 3.07% |
Annual Contractual Interest Rate | 2.75% | 2.75% |
Non Recourse Debt | Term Loan and Term Loan B | ||
Debt Instrument [Line Items] | ||
Long term debt, Current | $ 116 | |
Long term debt, Noncurrent | 42,870 | |
Long term debt | $ 42,986 | |
Non Recourse Debt | Term Loan and Term Loan B | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.00% | |
Annual Contractual Interest Rate | 5.00% | |
Non Recourse Debt | Term Loan B | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2021 | |
Long term debt, Current | $ 116 | |
Long term debt, Noncurrent | 22,014 | |
Long term debt | $ 22,130 | |
Non Recourse Debt | Term Loan B | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.00% | |
Annual Contractual Interest Rate | 5.00% | |
Non Recourse Debt | Bank term loan due in September 2022 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.86% | |
Maturity Date | Sep. 30, 2022 | |
Long term debt, Current | $ 1,074 | |
Long term debt, Noncurrent | 21,249 | |
Long term debt | $ 22,323 | |
Non Recourse Debt | Bank term loan due in September 2022 | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.25% | |
Non Recourse Debt | Bank term loan due in April 2022 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 6.25% |
Maturity Date | Apr. 30, 2022 | Apr. 30, 2022 |
Long term debt, Current | $ 1,331 | $ 1,159 |
Long term debt, Noncurrent | 26,565 | 29,580 |
Long term debt | $ 27,896 | $ 30,739 |
Non Recourse Debt | Bank term loan due in April 2022 | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | |
Non Recourse Debt | Solar Asset Backed Securities Class A | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.40% | 4.40% |
Maturity Date | Jul. 31, 2024 | Jul. 31, 2024 |
Long term debt, Current | $ 3,730 | $ 2,858 |
Long term debt, Noncurrent | 97,565 | 102,042 |
Long term debt | 101,295 | $ 104,900 |
Non Recourse Debt | Bank term loan due in July 2021 | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 1,032 | |
Maturity Date | Jul. 31, 2021 | |
Long term debt, Current | $ 7,286 | |
Long term debt, Noncurrent | 23,802 | |
Long term debt | $ 31,088 | |
Non Recourse Debt | Bank term loan due in July 2021 | Minimum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.25% | |
Non Recourse Debt | Bank term loan due in July 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 9.94% | |
Non Recourse Debt | Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest Rate | 12.00% | 12.00% |
Maturity Date | Dec. 31, 2018 | Dec. 31, 2018 |
Long term debt, Noncurrent | $ 36,232 | $ 32,781 |
Long term debt | $ 36,232 | $ 32,781 |
Non Recourse Debt | Year One | Term Loan and Term Loan B | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2020 | |
Non Recourse Debt | Solar Asset Backed Securities Class B | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.38% | 5.38% |
Maturity Date | Jul. 31, 2024 | Jul. 31, 2024 |
Indebtedness - Schedule of De79
Indebtedness - Schedule of Debt (Parenthetical) (Details) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Recourse Debt | Lines of Credit | Basis point | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 3.25% | 3.25% | |
Recourse Debt | Lines of Credit | Base Rate | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 2.25% | 2.25% | |
Recourse Debt | Lines of Credit | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 0.50% | 0.50% | |
Recourse Debt | Lines of Credit | Prime Rate | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 1.00% | 1.00% | |
Non Recourse Debt | Basis point | Line of Credit | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 2.50% | ||
Debt instrument, variable rate periodic increase | 2.75% | ||
Revolving line of credit facility available period | 3 years | ||
Revolving line of credit facility available period increase | 2 years | ||
Secured Debt | Contracted SRECs | Basis point | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 5.50% | 5.50% | |
Secured Debt | Uncontracted SRECs | Basis point | |||
Debt Instrument [Line Items] | |||
Annual Contractual Interest Rate | 9.00% | 9.00% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Jul. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2015 | |
Debt Instrument [Line Items] | ||||||||||||
Loan outstanding balance | $ 898,023,000 | $ 534,764,000 | ||||||||||
Solar energy systems, gross | 2,837,454,000 | 2,091,585,000 | ||||||||||
Repayment of lease obligations | $ 12,759,000 | 4,854,000 | $ 1,181,000 | |||||||||
Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount of debt | $ 33,000,000 | |||||||||||
Debt instrument, variable rate description | The facility includes two tranches, one priced at LIBOR + 5.50% for SRECs currently under purchase contracts with counterparties and another tranche priced at LIBOR + 9.00% for uncontracted SRECs. Both tranches are subject to a LIBOR floor of 0.75%. | |||||||||||
Debt instrument maturity term | 2021-07 | |||||||||||
Basis point | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument LIBOR floor rate | 0.75% | |||||||||||
Bank Line of Credit | Syndicated Working Capital Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | $ 245,000,000 | $ 205,000,000 | |||||||||
Line of credit facility capacity, period increase | $ 5,000,000 | $ 40,000,000 | ||||||||||
Minimum unencumbered liquid assets to be maintained | $ 25,000,000 | |||||||||||
Bank Line of Credit | Syndicated Working Capital Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest coverage ratio | 200.00% | |||||||||||
Syndicated Term Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||
Debt maturity date | Dec. 31, 2020 | |||||||||||
Syndicated Term Loans | Line Of Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility capacity, period increase | $ 90,000,000 | |||||||||||
Maximum borrowing capacity | $ 220,000,000 | $ 310,000,000 | ||||||||||
Syndicated Term Loans | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 23,000,000 | |||||||||||
Syndicated Term Loans | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||||||
Syndicated Term Loans | Basis point | Line Of Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 2.50% | |||||||||||
Revolving line of credit facility available period | 3 years | |||||||||||
Debt instrument, variable rate periodic increase | 2.75% | |||||||||||
Revolving line of credit facility available period increase | 2 years | |||||||||||
Syndicated Term Loans | Basis point | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 5.00% | |||||||||||
Revolving line of credit facility available period | 3 years | |||||||||||
Debt instrument, variable rate periodic increase | 6.50% | |||||||||||
Revolving line of credit facility available period increase | 2 years | |||||||||||
Syndicated Term Loans | LIBOR Floor Rate | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 1.00% | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 195,400,000 | 195,400,000 | ||||||||||
Debt maturity date | Dec. 31, 2021 | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Subordinated Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 24,000,000 | 24,000,000 | ||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Working Capital Revolver Commitment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 5,000,000 | 5,000,000 | ||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Senior Secured Revolving Letter Of Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 7,900,000 | 7,900,000 | ||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Basis point | Senior Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 2.75% | |||||||||||
Debt instrument, variable rate periodic increase | 0.25% | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Minimum | Subordinated Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt prepayment penalty percentage | 0.00% | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Minimum | Basis point | Subordinated Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 1.00% | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Maximum | Subordinated Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt prepayment penalty percentage | 2.00% | |||||||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Maximum | Basis point | Subordinated Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 5.00% | |||||||||||
Syndicated Term Loans | Aggregation Facility | Senior Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 158,500,000 | $ 158,500,000 | ||||||||||
Contracted SRECs | Basis point | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 5.50% | 5.50% | ||||||||||
Debt instrument, variable rate description | LIBOR + 5.50% | |||||||||||
Uncontracted SRECs | Basis point | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 9.00% | 9.00% | ||||||||||
Debt instrument, variable rate description | LIBOR + 9.00% | |||||||||||
Secured, Non-recourse Loan Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount of debt | $ 24,500,000 | |||||||||||
Debt instrument maturity year | 2022-09 | |||||||||||
Debt instrument, Description | In March 2016, a subsidiary of the Company entered into a $24.5 million secured, non-recourse loan agreement. The loan will be repaid through cashflows from a lease pass-through arrangement previously entered into by the Company. The loan matures in September 2022 and has an interest rate of LIBOR + 2.25%. | |||||||||||
Secured, Non-recourse Loan Agreement | Basis point | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Annual Contractual Interest Rate | 2.25% | |||||||||||
Bank Term Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||
Aggregate amount of debt | $ 38,000,000 | |||||||||||
Interest Rate | 4.50% | |||||||||||
Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||||
Proceeds from issuance of senior secured notes | $ 27,200,000 | |||||||||||
Notes Payable | Payment-in-kind (“PIK”) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Rate | 12.00% | |||||||||||
Loan outstanding balance | $ 9,500,000 | 6,300,000 | ||||||||||
Solar Asset Backed Securities Class A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount of debt | $ 100,000,000 | |||||||||||
Solar Asset Backed Securities Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate amount of debt | 11,000,000 | |||||||||||
Asset Backed Securities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured Borrowings Assets Carrying Amount | $ 181,800,000 | $ 190,200,000 | ||||||||||
Debt instrument discount rate | 0.08% | |||||||||||
Solar energy systems, gross | $ 119,700,000 | |||||||||||
Repayment of lease obligations | $ 88,900,000 | 88,900,000 | ||||||||||
Net of fees from proceeds from debt instrument | $ 7,300,000 |
Indebtedness - Schedule of Matu
Indebtedness - Schedule of Maturities of Debt, Excluding Debt Discount (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 16,107 | |
2,018 | 306,113 | |
2,019 | 27,168 | |
2,020 | 29,139 | |
2,021 | 411,623 | |
Thereafter | 119,957 | |
Subtotal | 910,107 | |
Less: Debt discount | (12,084) | |
Long term debt | $ 898,023 | $ 534,764 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2016Counterparty | Aug. 10, 2015shares | Jan. 31, 2015Counterparty | |
Derivatives Fair Value [Line Items] | ||||||
Unrealized gain (loss) on derivatives, net of tax | $ 335 | $ (2,442) | ||||
Recognized interest expense on derivatives into earnings, net of tax | (1,023) | (1,521) | ||||
Common shares issuable upon conversion of warrants | shares | 1,250,764 | |||||
Warrant | ||||||
Derivatives Fair Value [Line Items] | ||||||
Class of warrant exercisable period | 3 years | |||||
Warrants exercise price | $ / shares | $ 22.50 | |||||
Fair value derivative, liabilities | $ 1,500 | 600 | ||||
Fair value derivative, gain | 600 | 900 | ||||
Warrant | Maximum | ||||||
Derivatives Fair Value [Line Items] | ||||||
Common shares issuable upon conversion of warrants | shares | 1,250,764 | |||||
Interest Rate Swaps | ||||||
Derivatives Fair Value [Line Items] | ||||||
Unrealized fair market value gain (loss) | 1,600 | |||||
Unrealized gain (loss) on derivatives, net of tax | 300 | (2,400) | ||||
Unrealized gain (loss) on derivatives, tax expense | 200 | 0 | ||||
Recognized interest expense on derivatives into earnings, net of tax | 1,000 | 1,500 | ||||
Recognized interest expense on derivatives into earnings, tax expense | 600 | $ 0 | ||||
Additional amount to be classified as an increase to interest expense during next 12 months | $ 1,300 | |||||
Interest Rate Swaps | Contract Quantity - Four | ||||||
Derivatives Fair Value [Line Items] | ||||||
Number of counterparties | Counterparty | 4 | |||||
Maturity Dates | Oct. 31, 2028 | |||||
Interest Rate Swaps | Contract Quantity - Three | ||||||
Derivatives Fair Value [Line Items] | ||||||
Number of counterparties | Counterparty | 2 | |||||
Maturity Dates | Jul. 31, 2034 | |||||
Derivative forward starting, effective date | Jan. 31, 2019 | |||||
Interest Rate Swaps | Contract Quantity - One | ||||||
Derivatives Fair Value [Line Items] | ||||||
Maturity Dates | Aug. 31, 2022 | |||||
Interest Rate Swaps | Contract Quantity - One | Bank Term Loan | ||||||
Derivatives Fair Value [Line Items] | ||||||
Maturity Dates | Sep. 30, 2022 |
Derivatives - Summary of Design
Derivatives - Summary of Designated Derivative Instruments Classified as Derivative Assets (Details) - Interest Rate Swaps $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)Instrument | |
Contract Quantity - Four | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 4 |
Maturity Dates | Oct. 31, 2028 |
Notional Amount | $ 125,471 |
Fair Market Value | 630 |
Credit Risk Adjustment | (123) |
Adjusted Fair Market Value | $ 507 |
Contract Quantity - Four | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.17% |
Contract Quantity - Four | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.18% |
Contract Quantity - One | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 1 |
Maturity Dates | Aug. 31, 2022 |
Hedge Interest Rates | 1.27% |
Notional Amount | $ 17,390 |
Fair Market Value | 343 |
Credit Risk Adjustment | (11) |
Adjusted Fair Market Value | $ 332 |
Contract Quantity - Three | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 3 |
Maturity Dates | Jul. 31, 2034 |
Notional Amount | $ 85,174 |
Fair Market Value | 752 |
Credit Risk Adjustment | 41 |
Adjusted Fair Market Value | $ 793 |
Contract Quantity - Three | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.48% |
Contract Quantity - Three | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.52% |
Lease Pass-Through Financing 84
Lease Pass-Through Financing Obligations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Property Subject To Or Available For Operating Lease [Line Items] | |||||
Initial lease term | 20 years | ||||
Solar energy systems, gross | $ 2,837,454 | $ 2,091,585 | |||
Depreciation on lease | $ 303,305 | 212,671 | |||
Discount on expected remaining lease payments | 5.00% | ||||
Repayment of lease obligations | $ 12,759 | 4,854 | $ 1,181 | ||
Maximum percentage to defer a portion of upfront payments | 25.00% | ||||
Aggregate amount of term loan agreement | $ 25,000 | ||||
Loan amount | 23,200 | ||||
Asset Backed Securities | |||||
Property Subject To Or Available For Operating Lease [Line Items] | |||||
Solar energy systems, gross | 119,700 | ||||
Repayment of lease obligations | $ 88,900 | 88,900 | |||
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | |||||
Property Subject To Or Available For Operating Lease [Line Items] | |||||
Solar energy systems, gross | 494,900 | 447,400 | |||
Depreciation on lease | $ 50,800 | $ 33,500 | |||
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Minimum | |||||
Property Subject To Or Available For Operating Lease [Line Items] | |||||
Initial lease term | 20 years | ||||
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Maximum | |||||
Property Subject To Or Available For Operating Lease [Line Items] | |||||
Initial lease term | 25 years |
Lease Pass-Through Financing 85
Lease Pass-Through Financing Obligations - Schedule of Future Minimum Lease Payments Expected Under Lease Pass-Fund Arrangement (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,017 | $ 27,727 |
2,018 | 28,141 |
2,019 | 28,525 |
2,020 | 28,921 |
2,021 | 29,327 |
Thereafter | 443,840 |
Total | 586,481 |
Investor Under Lease Pass-Through Fund Arrangement | |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,017 | 523 |
2,018 | 523 |
2,019 | 523 |
2,020 | 523 |
2,021 | 523 |
Thereafter | 2,989 |
Total | $ 5,604 |
VIE Arrangements - Carrying Amo
VIE Arrangements - Carrying Amounts and Classification of the VIEs' Assets and Liabilities Included in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current assets: | |||||
Cash | $ 206,364 | $ 203,864 | $ 152,154 | $ 99,699 | |
Restricted cash | 11,882 | 9,203 | |||
Accounts receivable, net | 60,258 | 60,275 | |||
Prepaid expenses and other current assets | 9,802 | 5,917 | |||
Total current assets | 369,345 | 359,715 | |||
Solar energy systems, net | 2,629,366 | 1,992,021 | |||
Other assets | 34,936 | 29,502 | |||
Total assets | [1] | 3,572,818 | 2,734,592 | ||
Current liabilities: | |||||
Accounts payable | 66,018 | 104,133 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,144 | |||
Accrued expenses and other liabilities | 59,261 | 49,146 | |||
Deferred revenue, current portion | 70,849 | 59,726 | |||
Deferred grants, current portion | 8,011 | 13,949 | |||
Long-term non-recourse debt, current portion | 14,153 | 4,722 | |||
Total current liabilities | 244,784 | 252,481 | |||
Deferred revenue, net of current portion | 583,401 | 559,066 | |||
Deferred grants, net of current portion | 226,893 | 220,784 | |||
Long-term non-recourse debt, net of current portion | 639,870 | 333,042 | |||
Total liabilities | [1] | 2,510,725 | 1,927,893 | ||
Variable Interest Entities | |||||
Current assets: | |||||
Cash | 120,728 | 44,407 | |||
Restricted cash | 1,680 | 757 | |||
Accounts receivable, net | 20,771 | 12,965 | |||
Prepaid expenses and other current assets | 242 | 66 | |||
Total current assets | 143,421 | 58,195 | |||
Solar energy systems, net | 1,920,330 | 1,305,420 | |||
Other assets | 1,481 | 0 | |||
Total assets | 2,065,232 | 1,363,615 | |||
Current liabilities: | |||||
Accounts payable | 14,873 | 11,025 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 10,654 | 8,063 | |||
Accrued expenses and other liabilities | 782 | 175 | |||
Deferred revenue, current portion | 25,827 | 21,344 | |||
Deferred grants, current portion | 3,644 | 7,198 | |||
Long-term non-recourse debt, current portion | 8,616 | 1,159 | |||
Total current liabilities | 64,396 | 48,964 | |||
Deferred revenue, net of current portion | 396,858 | 353,392 | |||
Deferred grants, net of current portion | 105,390 | 108,528 | |||
Long-term non-recourse debt, net of current portion | 50,367 | 29,580 | |||
Total liabilities | $ 617,011 | $ 540,464 | |||
[1] | The Company’s consolidated assets as of December 31, 2016 and 2015 include $2,065,232 and $1,363,615, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of December 31, 2016 and 2015 were $1,920,330 and $1,305,420, respectively; cash as of December 31, 2016 and 2015 were $120,728 and $44,407, respectively; restricted cash as of December 31, 2016 and 2015 were $1,680 and $757, respectively; accounts receivable, net as of December 31, 2016 and 2015 were $20,771 and $12,965, respectively; prepaid expenses and other current assets as of December 31, 2016 and 2015 were $242 and $66, respectively and other assets as of December 31, 2016 and 2015 were $1,481 and $0, respectively. The Company’s consolidated liabilities as of December 31, 2016 and 2015 include $617,011 and $540,464, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of December 31, 2016 and 2015 of $14,873 and $11,025, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of December 31, 2016 and 2015 of $10,654 and $8,063, respectively; accrued expenses and other liabilities as of December 31, 2016 and 2015 of $782 and $175, respectively; deferred revenue as of December 31, 2016 and 2015 of $422,685 and $374,736, respectively; deferred grants as of December 31, 2016 and 2015 of $109,034 and $115,726, respectively; and long-term non-recourse debt as of December 31, 2016 and 2015 of $58,983 and $30,739, respectively. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Aug. 10, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||||
Common stock issuable upon preferred stock conversion | 1,667,683 | |||
Common shares issuable upon conversion of warrants | 1,250,764 | |||
Common stock dividends | $ 0 | |||
Series D and E Preferred Shares | ||||
Class Of Stock [Line Items] | ||||
Deemed dividend to convertible preferred shareholders | $ 24,900,000 | $ 24,900,000 | ||
Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock Shares Issued And Outstanding | 0 | 0 | ||
Preferred stock dividend declared or paid | $ 0 | $ 0 | $ 0 | |
Initial Public Offering | ||||
Class Of Stock [Line Items] | ||||
Common stock shares issued | 17,900,000 | |||
Sale of stock, price per share | $ 14 | |||
Proceeds from issuance initial public offering | $ 220,900,000 | |||
Offering expense | $ 7,900,000 | |||
Shares sold by shareholders in initial public offering | 417,732 | |||
Convertible preferred stock into common stock | 54,840,767 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserve Share of Common Stock for Issuance (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 |
Class Of Stock [Line Items] | |||
Shares of common stock reserved for issuance | 30,595,000 | 27,307,000 | |
Twenty Fifteen Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Shares of common stock reserved for issuance | 11,081,000 | 12,006,000 | 11,400,000 |
Twenty Fifteen Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Shares of common stock reserved for issuance | 2,511,000 | 1,000,000 | |
Employee Stock Option | |||
Class Of Stock [Line Items] | |||
Shares of common stock reserved for issuance | 12,897,000 | 12,795,000 | |
Restricted Stock Units (RSUs) | |||
Class Of Stock [Line Items] | |||
Shares of common stock reserved for issuance | 4,106,000 | 1,506,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2016 | Aug. 31, 2015 | Jul. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, shares outstanding | 104,321,000 | 101,282,000 | ||||||
Common stock reserved for issuance | 30,595,000 | 27,307,000 | ||||||
Unvested exercisable shares | 276,660 | 517,285 | ||||||
Unvested exercisable shares, vesting period | 2 years 2 months 12 days | |||||||
Unvested options exercised | 0 | 0 | ||||||
Unvested options subject to repurchase, outstanding | 0 | 0 | ||||||
Weighted-average grant-date fair value of stock options granted | $ 2.26 | $ 4.56 | $ 3.72 | |||||
Total intrinsic value of options exercised | $ 6,300,000 | $ 8,100,000 | $ 4,800,000 | |||||
Total fair value of options vested | 9,800,000 | 9,100,000 | 3,900,000 | |||||
Compensation expense recognized | 18,723,000 | 15,823,000 | 9,218,000 | |||||
Total unrecognized compensation cost | $ 29,400,000 | $ 20,900,000 | ||||||
Weighted-average period of recognition | 2 years 7 months 6 days | 2 years 9 months 18 days | ||||||
Internal Use Software Development | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Capitalized stock based compensation expense | $ 100,000 | $ 200,000 | $ 100,000 | |||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 4,106,000 | 1,506,000 | ||||||
Stock option plan, number of shares granted | 3,363,000 | 808,000 | 947,342 | |||||
Vesting starting period | 2014-08 | |||||||
Stock option plan, number of additional shares available for grant | 372,342 | |||||||
Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 12,897,000 | 12,795,000 | ||||||
Outstanding stock options | 154,000 | |||||||
Performance-based Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Compensation expense recognized | $ 1,200,000 | $ 800,000 | ||||||
Expire in August 2017 | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expiration period of RSUs | 2017-08 | |||||||
Expire in September 2017 | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expiration period of RSUs | 2017-09 | |||||||
Expire in September 2019 | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock option plan, number of shares granted | 575,000 | |||||||
Expiration period of RSUs | 2019-09 | |||||||
MEC 2009 Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, shares outstanding | 524,355 | |||||||
2013 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional common stock shares reserved for issuance | 3,000,000 | |||||||
Common stock reserved for issuance | 4,500,000 | |||||||
Stock options vesting period | 4 years | |||||||
Stock option plan, number of shares granted | 0 | |||||||
2013 Equity Incentive Plan | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 8,044,829 | |||||||
Stock options granted, expiration period | 10 years | |||||||
2013 Equity Incentive Plan | End of One Year | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 25.00% | |||||||
2013 Equity Incentive Plan | Monthly Over the Remaining Three Years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 75.00% | |||||||
2014 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 1,197,342 | 947,342 | ||||||
2014 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock option plan, number of shares granted | 1,197,342 | |||||||
2015 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 11,400,000 | 11,081,000 | 12,006,000 | |||||
Stock options vesting period | 4 years | |||||||
Minimum annual automatic increase included in common stock reserved for future issuance as of first day of each fiscal year | 10,000,000 | |||||||
Minimum percentage of annual automatic increase included in common stock reserved for future issuance as of last day of immediately preceding fiscal year | 4.00% | |||||||
Terms of shares available for issuance | The automatic increase of the number of shares available for issuance under the 2015 Plan is equal to the least of 10 million shares, 4% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year or such other amount as the Board of Directors may determine. | |||||||
Additional common stock shares reserved for issuance | 4,051,282 | |||||||
2015 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options vesting period | 4 years | |||||||
Stock option plan, number of shares granted | 250,000 | |||||||
Outstanding RSUs | 470,000 | |||||||
2015 Equity Incentive Plan | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 15,439,334 | |||||||
Stock options granted, expiration period | 10 years | |||||||
2015 Equity Incentive Plan | End of One Year | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 25.00% | |||||||
2015 Equity Incentive Plan | End of One Year | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 25.00% | |||||||
2015 Equity Incentive Plan | Monthly Over the Remaining Three Years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 75.00% | |||||||
2015 Equity Incentive Plan | Quarterly Over the Remaining Three Years | Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting award percentage | 75.00% | |||||||
Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 1,000,000 | |||||||
Minimum annual automatic increase included in common stock reserved for future issuance as of first day of each fiscal year | 5,000,000 | |||||||
Minimum percentage of annual automatic increase included in common stock reserved for future issuance as of last day of immediately preceding fiscal year | 2.00% | |||||||
Terms of shares available for issuance | The ESPP provides for an automatic increase of the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning on January 1, 2016, equal to the least of 5 million shares, 2% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or such other amount as may be determined by the Board of Directors. | |||||||
Additional common stock shares reserved for issuance | 2,025,641 | |||||||
Maximum deductible fair market value of shares available for employee to purchase per calendar year | $ 25,000 | |||||||
Maximum percentage in payroll deductions to acquire shares of common stock | 15.00% | |||||||
Maximum number of shares available for employee to purchase per offering period | 2,000 | |||||||
Term of offering period | Eligible employees are offered shares bi-annually through two six month offering periods, which begin on the first trading day on or after May 15 and November 15 of each year. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Stock options, Outstanding, balance | 12,795,000 | 11,408,000 | |
Stock options, Granted | 3,674,000 | 3,806,000 | |
Stock options, Exercised | (1,852,000) | (1,210,000) | |
Stock options, Cancelled/Forfeited | (1,720,000) | (1,209,000) | |
Stock options, Outstanding, Balance | 12,897,000 | 12,795,000 | 11,408,000 |
Stock options, Options vested and exercisable | 6,763,000 | ||
Stock options, Options vested and expected to vest | 10,886,000 | ||
Weighted-average exercise price, Outstanding, Balance | $ 5.89 | $ 4.42 | |
Weighted-average exercise price, Granted | 5.73 | 9.50 | |
Weighted-average exercise price, Exercised | 2.94 | 2.96 | |
Weighted-average exercise price, Cancelled/Forfeited | 8.37 | 6.27 | |
Weighted-average exercise price, Outstanding, Balance | 5.94 | $ 5.89 | $ 4.42 |
Weighted-average exercise price, Options vested and exercisable | 5.19 | ||
Weighted-average exercise price, Options vested and expected to vest | $ 5.80 | ||
Weighted-average remaining contractual life, Options outstanding | 7 years 5 months 27 days | 7 years 9 months 26 days | 8 years 2 months 12 days |
Weighted-average remaining contractual life, Options vested and exercisable | 6 years 4 months 24 days | ||
Weighted-average remaining contractual life, Options vested and expected to vest | 7 years 3 months | ||
Aggregate intrinsic value, Options outstanding | $ 9,625 | $ 75,797 | |
Aggregate intrinsic value, Options vested and exercisable | 8,943 | ||
Aggregate intrinsic value, Options vested and expected to vest | $ 9,435 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.18% | 1.55% | 1.68% |
Volatility | 36.00% | 36.30% | 37.41% |
Expected term (in years) | 5 years | 5 years 6 months | 5 years 4 months 2 days |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.23% | 1.95% | 2.01% |
Volatility | 49.64% | 39.63% | 46.68% |
Expected term (in years) | 6 years 3 months 4 days | 6 years 2 months 23 days | 6 years 29 days |
Stock-Based Compensation - Su92
Stock-Based Compensation - Summary of Activity for All RSUs (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, Unvested, Balance | 1,506,000 | 947,000 | |
Shares, Granted | 3,363,000 | 808,000 | 947,342 |
Shares, Issued | (422,000) | (182,000) | |
Shares, Cancelled / forfeited | (341,000) | (67,000) | |
Shares, Unvested, Balance | 4,106,000 | 1,506,000 | 947,000 |
Weighted-average grant date fair value, Unvested, Balance | $ 10.44 | $ 9.40 | |
Weighted-average grant date fair value, Granted | 5.82 | 11.13 | |
Weighted-average grant date fair value, Issued | 9.55 | 9.58 | |
Weighted-average grant date fair value, Cancelled / forfeited | 6.80 | 11.37 | |
Weighted-average grant date fair value, Unvested, Balance | $ 6.87 | $ 10.44 | $ 9.40 |
Stock-Based Compensation - Su93
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | $ 18,723 | $ 15,823 | $ 9,218 |
Cost of Operating Leases and Incentives | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | 2,039 | 1,649 | 155 |
Cost of Solar Energy Systems and Product Sales | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | 409 | 236 | 682 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | 7,831 | 5,242 | 897 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | 515 | 205 | 270 |
General and Administration | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Compensation expense recognized | $ 7,929 | $ 8,491 | $ 7,214 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Mainstream Energy Corporation | |
Defined Benefit Plan Disclosure [Line Items] | |
Post acquisition contributions | $ 0.5 |
Operating Revenues under Cust95
Operating Revenues under Customer Agreements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases Operating [Abstract] | |||
Contingent revenue from customers | $ 86.2 | $ 59.8 | $ 42.8 |
Operating Revenues under Cust96
Operating Revenues under Customer Agreements - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Receivable [Abstract] | |
2,017 | $ 27,727 |
2,018 | 28,141 |
2,019 | 28,525 |
2,020 | 28,921 |
2,021 | 29,327 |
Thereafter | 443,840 |
Total | $ 586,481 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
(Income) loss attributable to common stockholders | $ (127,680) | $ 33,545 | $ 80,895 |
Loss attributable to noncontrolling interest and redeemable noncontrolling interests | 394,988 | 220,660 | 86,638 |
Loss before income taxes | $ 267,308 | $ 254,205 | $ 167,533 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred | |||
Federal | $ 30,197 | $ (7,516) | $ (8,196) |
State | 5,796 | 2,217 | (1,847) |
Total deferred provision | 35,993 | (5,299) | (10,043) |
Total | $ 35,993 | $ (5,299) | $ (10,043) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of The Statutory Federal Rate and The Company's Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax provision (benefit) at federal statutory rate | (34.00%) | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | 1.92% | 0.87% | (1.10%) |
Effect of noncontrolling and redeemable noncontrolling interests | 50.23% | 29.53% | 17.59% |
Stock-based compensation | 0.68% | 1.06% | 1.37% |
Effect of prepaid tax asset | (5.57%) | 0.04% | 9.39% |
Tax credits | (1.61%) | (0.43%) | (0.22%) |
Other | 1.81% | 0.85% | 0.98% |
Total | 13.46% | (2.08%) | (5.99%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of The Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Accruals and prepaids | $ 18,010 | $ 12,904 |
Deferred revenue | 23,559 | 34,710 |
Net operating loss carryforwards | 218,719 | 229,464 |
Stock-based compensation | 6,908 | 3,748 |
Investment tax and other credits | 18,454 | 11,261 |
Total deferred tax assets | 285,650 | 292,087 |
Less: Valuation allowance | (663) | |
Gross deferred tax assets | 284,987 | 292,087 |
Deferred tax liabilities | ||
Capitalized initial direct costs | 45,030 | 27,539 |
Fixed asset depreciation | 206,754 | 178,511 |
Deferred tax on investment in partnerships | 448,600 | 276,183 |
Gross deferred tax liabilities | 700,384 | 482,233 |
Net deferred tax liabilities | $ (415,397) | $ (190,146) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Investment Tax Credit | $ 9,300 | $ 4,200 | |
Tax Credit Carryforward, Expiration Date | 2,028 | ||
Tax benefit realized upon settlement | 50.00% | ||
Unrecognized Tax Benefits | $ 1,500 | 1,525 | $ 0 |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued | 300 | 300 | |
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 524,900 | ||
Net operating loss carryforwards, Year of expiration | 2,024 | ||
Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 571,300 | 595,000 | |
Net operating loss carryforwards, Year of expiration | 2,028 | ||
California | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 348,200 | 368,000 | |
Net operating loss carryforwards, Year of expiration | 2,028 | ||
Other State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 176,700 | 178,600 | |
Net operating loss carryforwards, Year of expiration | 2,024 | ||
California Enterprise Zone Credits. | |||
Income Tax Contingency [Line Items] | |||
Investment Tax Credit | $ 1,000 | 1,000 | |
Windfall Stock Option | Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 8,600 | 5,300 | |
Windfall Stock Option | California | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 4,500 | 1,300 | |
Windfall Stock Option | Other State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 2,400 | $ 2,500 |
Income Taxes - Reconciliatio102
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at December 31, 2014 | $ 0 |
Acquired from CEE | 1,525 |
Balance at December 31, 2015 and 2016 | $ 1,525 |
Income Taxes - Summary of Tax Y
Income Taxes - Summary of Tax Years that Remain Open and Subject to Examination by The Tax Authorities (Details) | 12 Months Ended |
Dec. 31, 2016 | |
U.S. Federal | Earliest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2,013 |
U.S. Federal | Latest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2,016 |
State | Earliest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2,012 |
State | Latest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2,016 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | |||||
Letters of credit outstanding, amount | $ 6.2 | $ 3.5 | |||
Capital Lease Obligations | $ 23 | 24 | |||
Photovoltaic Modules | |||||
Other Commitments [Line Items] | |||||
Purchase commitment with suppliers | $ 146 | $ 70 | |||
Long-term purchase commitment, period | 12 months | ||||
Long term purchase commitment ending period | 2016-12 | ||||
Long term purchase commitment period option to extend | Mar. 31, 2017 | ||||
Maximum | Capital Lease Obligations | |||||
Other Commitments [Line Items] | |||||
Lease obligation interest rates | 10.00% | ||||
Non Cancellable Operating Leases Arrangements | |||||
Other Commitments [Line Items] | |||||
Operating lease expenses | $ 12.4 | 7 | $ 4 | ||
Deferred rent liabilities | $ 2.9 | $ 1.9 | |||
Letter of Credit | |||||
Other Commitments [Line Items] | |||||
Letter of credit, fee percentage | 2.75% |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements (Details) - Non Cancellable Operating Leases Arrangements $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 9,651 |
2,018 | 8,751 |
2,019 | 5,524 |
2,020 | 3,622 |
2,021 | 2,227 |
Thereafter | 2,543 |
Total | $ 32,318 |
Commitment and Contingencies106
Commitment and Contingencies - Schedule of Future Lease Payments Under Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
2,017 | $ 10,814 | |
2,018 | 7,920 | |
2,019 | 4,751 | |
2,020 | 854 | |
2,021 | 177 | |
Thereafter | 40 | |
Total future lease payments | 24,556 | |
Less: Amount representing estimated executory costs included in future lease payments | 512 | |
Net minimum future lease payments | 24,044 | |
Less: Amount representing interest | 1,064 | |
Present value of future payments | 22,980 | |
Less: Current portion | 10,015 | $ 8,951 |
Long term portion | $ 12,965 | $ 15,042 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - USD ($) $ in Millions | Aug. 10, 2015 | Dec. 31, 2016 |
Series D and E Preferred Shares | ||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Deemed dividend to convertible preferred shareholders | $ 24.9 | $ 24.9 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | $ 91,687 | $ (28,246) | $ (70,852) |
Less: Deemed dividend to convertible preferred stockholders | (24,890) | ||
Net income (loss) available to common stockholders | $ 91,687 | $ (53,136) | $ (70,852) |
Denominator: | |||
Weighted average shares used to compute net income (loss) per share attributable to common stockholders, basic | 102,367 | 55,091 | 22,795 |
Weighted average effect of potentially dilutive shares to purchase common stock | 2,597 | ||
Weighted average shares used to compute net income (loss) per share attributable to common stockholders, diluted | 104,964 | 55,091 | 22,795 |
Net income (loss) per share attributable to common stockholders | |||
Basic | $ 0.90 | $ (0.96) | $ (3.11) |
Diluted | $ 0.87 | $ (0.96) | $ (3.11) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Shares Excluded From Computation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 11,796 | 14,560 | 66,169 |
Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 54,841 | ||
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 1,251 | 1,251 | |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 8,981 | 12,631 | 11,328 |
Unvested Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 1,564 | 599 | |
ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 79 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Enphase | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | $ 19.9 | $ 11.9 | $ 8.9 |
Outstanding payables to related party | 0.4 | $ 0.7 | |
Aquion, Inc | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | $ 0.4 |