Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37511 | |
Entity Registrant Name | Sunrun Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2841711 | |
Entity Address, Address Line One | 225 Bush Street | |
Entity Address, Address Line Two | Suite 1400 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 415 | |
Local Phone Number | 580-6900 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | RUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 217,878,898 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001469367 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 643,787 | $ 740,508 | |
Restricted cash | 308,010 | 212,367 | |
Accounts receivable (net of allowances for credit losses of $14,050 and $13,381 as of September 30, 2023 and December 31, 2022, respectively) | 188,892 | 214,255 | |
Inventories | 661,801 | 783,904 | |
Prepaid expenses and other current assets | 126,028 | 146,609 | |
Total current assets | 1,928,518 | 2,097,643 | |
Restricted cash | 148 | 148 | |
Solar energy systems, net | 12,528,617 | 10,988,361 | |
Property and equipment, net | 128,015 | 67,439 | |
Intangible assets, net | 1,273 | 7,527 | |
Goodwill | 3,122,168 | 4,280,169 | |
Other assets | 2,318,376 | 1,827,518 | |
Total assets | [1] | 20,027,115 | 19,268,805 |
Current liabilities: | |||
Accounts payable | 296,453 | 339,166 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 32,697 | 32,050 | |
Accrued expenses and other liabilities | 381,453 | 406,466 | |
Deferred revenue, current portion | 128,894 | 183,719 | |
Deferred grants, current portion | 8,211 | 8,252 | |
Finance lease obligations, current portion | 18,611 | 11,444 | |
Non-recourse debt, current portion | 540,517 | 157,810 | |
Pass-through financing obligation, current portion | 16,432 | 16,544 | |
Total current liabilities | 1,423,268 | 1,155,451 | |
Deferred revenue, net of current portion | 1,025,890 | 912,254 | |
Deferred grants, net of current portion | 193,754 | 201,094 | |
Finance lease obligations, net of current portion | 56,472 | 17,302 | |
Convertible senior notes | 394,583 | 392,882 | |
Line of credit | 517,248 | 505,158 | |
Non-recourse debt, net of current portion | 8,785,196 | 7,343,299 | |
Pass-through financing obligation, net of current portion | 280,974 | 289,011 | |
Other liabilities | 138,058 | 140,290 | |
Deferred tax liabilities | 137,294 | 133,047 | |
Total liabilities | [1] | 12,952,737 | 11,089,788 |
Commitments and contingencies (Note 15) | |||
Redeemable noncontrolling interests | 683,449 | 609,702 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of September 30, 2023 and December 31, 2022; no shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 | |
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of September 30, 2023 and December 31, 2022; issued and outstanding, 217,714 and 214,184 shares as of September 30, 2023 and December 31, 2022, respectively | 22 | 21 | |
Additional paid-in capital | 6,575,428 | 6,470,194 | |
Accumulated other comprehensive income | 119,233 | 67,109 | |
Retained earnings | (1,083,575) | 170,798 | |
Total stockholders’ equity | 5,611,108 | 6,708,122 | |
Noncontrolling interests | 779,821 | 861,193 | |
Total equity | 6,390,929 | 7,569,315 | |
Total liabilities, redeemable noncontrolling interests and total equity | $ 20,027,115 | $ 19,268,805 | |
[1]The Company’s consolidated assets as of September 30, 2023 and December 31, 2022 include $10,952,422 and $10,031,506, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net as of September 30, 2023 and December 31, 2022 of $9,942,904 and $8,968,835, respectively; cash as of September 30, 2023 and December 31, 2022 of $250,476 and $457,005, respectively; restricted cash as of September 30, 2023 and December 31, 2022 of $47,379 and $44,514, respectively; accounts receivable, net as of September 30, 2023 and December 31, 2022 of $75,584 and $66,847, respectively; inventories as of September 30, 2023 and December 31, 2022 of $264,433 and $193,836, respectively; prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 of $14,043 and $12,698, respectively; and other assets as of September 30, 2023 and December 31, 2022 of $357,603 and $287,771, respectively. The Company’s consolidated liabilities as of September 30, 2023 and December 31, 2022 include $2,267,311 and $2,227,002, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of September 30, 2023 and December 31, 2022 of $12,296 and $36,315, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 of $32,698 and $32,051, respectively; accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 of $32,817 and $32,512, respectively; deferred revenue as of September 30, 2023 and December 31, 2022 of $662,151 and $621,457, respectively; non-recourse debt as of September 30, 2023 and December 31, 2022 of $1,511,087 and $1,489,407, respectively; and other liabilities as of September 30, 2023 and December 31, 2022 of $16,262 and $15,260, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts receivable, net of allowances for credit losses | $ 14,050 | $ 13,381 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued (in shares) | 217,714,000 | 214,184,000 | |
Common stock, shares outstanding (in shares) | 217,714,000 | 214,184,000 | |
Total assets | [1] | $ 20,027,115 | $ 19,268,805 |
Solar energy systems, net | 12,528,617 | 10,988,361 | |
Cash | 643,787 | 740,508 | |
Restricted cash | 308,010 | 212,367 | |
Accounts receivable, net | 188,892 | 214,255 | |
Inventories | 661,801 | 783,904 | |
Prepaid expenses and other current assets | 126,028 | 146,609 | |
Other assets | 2,318,376 | 1,827,518 | |
Total liabilities | [1] | 12,952,737 | 11,089,788 |
Accounts payable | 296,453 | 339,166 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 32,697 | 32,050 | |
Accrued expenses and other liabilities | 381,453 | 406,466 | |
Deferred revenue | 1,154,784 | 1,095,973 | |
Non-recourse debt | 10,237,544 | 8,399,149 | |
Other liabilities | 138,058 | 140,290 | |
Variable Interest Entities | |||
Total assets | 10,952,422 | 10,031,506 | |
Solar energy systems, net | 9,942,904 | 8,968,835 | |
Cash | 250,476 | 457,005 | |
Restricted cash | 47,379 | 44,514 | |
Accounts receivable, net | 75,584 | 66,847 | |
Inventories | 264,433 | 193,836 | |
Prepaid expenses and other current assets | 14,043 | 12,698 | |
Other assets | 357,603 | 287,771 | |
Total liabilities | 2,267,311 | 2,227,002 | |
Accounts payable | 12,296 | 36,315 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 32,698 | 32,051 | |
Accrued expenses and other liabilities | 32,817 | 32,512 | |
Deferred revenue | 662,151 | 621,457 | |
Non-recourse debt | 1,511,087 | 1,489,407 | |
Other liabilities | $ 16,262 | $ 15,260 | |
[1]The Company’s consolidated assets as of September 30, 2023 and December 31, 2022 include $10,952,422 and $10,031,506, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net as of September 30, 2023 and December 31, 2022 of $9,942,904 and $8,968,835, respectively; cash as of September 30, 2023 and December 31, 2022 of $250,476 and $457,005, respectively; restricted cash as of September 30, 2023 and December 31, 2022 of $47,379 and $44,514, respectively; accounts receivable, net as of September 30, 2023 and December 31, 2022 of $75,584 and $66,847, respectively; inventories as of September 30, 2023 and December 31, 2022 of $264,433 and $193,836, respectively; prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 of $14,043 and $12,698, respectively; and other assets as of September 30, 2023 and December 31, 2022 of $357,603 and $287,771, respectively. The Company’s consolidated liabilities as of September 30, 2023 and December 31, 2022 include $2,267,311 and $2,227,002, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of September 30, 2023 and December 31, 2022 of $12,296 and $36,315, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 of $32,698 and $32,051, respectively; accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 of $32,817 and $32,512, respectively; deferred revenue as of September 30, 2023 and December 31, 2022 of $662,151 and $621,457, respectively; non-recourse debt as of September 30, 2023 and December 31, 2022 of $1,511,087 and $1,489,407, respectively; and other liabilities as of September 30, 2023 and December 31, 2022 of $16,262 and $15,260, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 563,181 | $ 631,906 | $ 1,743,223 | $ 1,712,270 |
Operating expenses: | ||||
Sales and marketing | 176,349 | 193,992 | 574,061 | 556,346 |
Research and development | 5,039 | 4,398 | 14,153 | 16,794 |
General and administrative | 48,452 | 47,099 | 156,704 | 140,126 |
Goodwill impairment | 1,158,000 | 0 | 1,158,000 | 0 |
Amortization of intangible assets | 4,802 | 1,341 | 7,253 | 4,023 |
Total operating expenses | 1,910,658 | 768,151 | 3,524,335 | 2,185,272 |
Loss from operations | (1,347,477) | (136,245) | (1,781,112) | (473,002) |
Interest expense, net | (171,288) | (117,214) | (471,163) | (312,513) |
Other income, net | 77,673 | 97,953 | 93,744 | 263,784 |
Loss before income taxes | (1,441,092) | (155,506) | (2,158,531) | (521,731) |
Income tax expense (benefit) | 29,846 | 0 | (11,096) | 0 |
Net loss | (1,470,938) | (155,506) | (2,147,435) | (521,731) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (401,479) | (366,066) | (893,062) | (632,087) |
Net (loss) income attributable to common stockholders | $ (1,069,459) | $ 210,560 | $ (1,254,373) | $ 110,356 |
Net (loss) income per share attributable to common stockholders | ||||
Basic (in dollars per share) | $ (4.92) | $ 0.99 | $ (5.81) | $ 0.52 |
Diluted (in dollars per share) | $ (4.92) | $ 0.96 | $ (5.81) | $ 0.51 |
Weighted average shares used to compute net (loss) income per share attributable to common stockholders | ||||
Basic (in shares) | 217,344 | 212,696 | 216,029 | 210,609 |
Diluted (in shares) | 217,344 | 220,850 | 216,029 | 218,662 |
Customer agreements and incentives | ||||
Revenue: | ||||
Total revenue | $ 316,528 | $ 271,211 | $ 865,151 | $ 740,789 |
Operating expenses: | ||||
Costs | 283,742 | 209,539 | 789,334 | 613,878 |
Solar energy systems and product sales | ||||
Revenue: | ||||
Total revenue | 246,653 | 360,695 | 878,072 | 971,481 |
Operating expenses: | ||||
Costs | $ 234,274 | $ 311,782 | $ 824,830 | $ 854,105 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income attributable to common stockholders | $ (1,069,459) | $ 210,560 | $ (1,254,373) | $ 110,356 |
Unrealized gain on derivatives, net of income taxes | 62,021 | 38,545 | 71,412 | 150,751 |
Adjustment for net (gain) loss on derivatives recognized into earnings, net of income taxes | (7,522) | (5,808) | (19,288) | 762 |
Other comprehensive income | 54,499 | 32,737 | 52,124 | 151,513 |
Comprehensive (loss) income | $ (1,014,960) | $ 243,297 | $ (1,202,249) | $ 261,869 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interests and Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Noncontrolling Interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 208,176 | |||||||
Beginning balance at Dec. 31, 2021 | $ 594,973 | |||||||
Beginning balance at Dec. 31, 2021 | $ 6,977,614 | $ 6,254,736 | $ 21 | $ 6,330,344 | $ (73,050) | $ (2,579) | $ 722,878 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 1,547 | |||||||
Exercise of stock options | 12,210 | 12,210 | 12,210 | |||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 2,532 | |||||||
Issuance of restricted stock units, net of tax withholdings | 0 | |||||||
Shares issued in connection with the Employee Stock Purchase Plan (in shares) | 699 | |||||||
Shares issued in connection with the Employee Stock Purchase Plan | 10,345 | 10,345 | 10,345 | |||||
Stock-based compensation | 98,784 | 98,784 | 98,784 | |||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 825,531 | 100,019 | 825,531 | |||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (108,197) | (50,451) | (108,197) | |||||
Net (loss) income | (486,669) | (35,062) | 110,356 | 110,356 | (597,025) | |||
Acquisition of noncontrolling interests | (37,373) | (19,443) | (19,443) | (17,930) | ||||
Other comprehensive income, net of income taxes | 151,513 | 151,513 | 151,513 | |||||
Ending balance at Sep. 30, 2022 | 609,479 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 212,954 | |||||||
Ending balance at Sep. 30, 2022 | 7,443,758 | 6,618,501 | $ 21 | 6,432,240 | 78,463 | 107,777 | 825,257 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 211,943 | |||||||
Beginning balance at Jun. 30, 2022 | 639,740 | |||||||
Beginning balance at Jun. 30, 2022 | 7,172,901 | 6,346,680 | $ 21 | 6,403,716 | 45,726 | (102,783) | 826,221 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 596 | |||||||
Exercise of stock options | 4,717 | 4,717 | 4,717 | |||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 415 | |||||||
Issuance of restricted stock units, net of tax withholdings | 0 | |||||||
Stock-based compensation | 25,487 | 25,487 | 25,487 | |||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 393,799 | 0 | 393,799 | |||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (35,191) | (18,247) | (35,191) | |||||
Net (loss) income | (143,492) | (12,014) | 210,560 | 210,560 | (354,052) | |||
Acquisition of noncontrolling interests | (7,200) | 0 | (1,680) | (1,680) | (5,520) | |||
Other comprehensive income, net of income taxes | 32,737 | 32,737 | 32,737 | |||||
Ending balance at Sep. 30, 2022 | 609,479 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 212,954 | |||||||
Ending balance at Sep. 30, 2022 | 7,443,758 | 6,618,501 | $ 21 | 6,432,240 | 78,463 | 107,777 | 825,257 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 212,954 | |||||||
Beginning balance (in shares) | 214,184 | |||||||
Beginning balance at Dec. 31, 2022 | 609,702 | 609,702 | ||||||
Beginning balance at Dec. 31, 2022 | $ 7,569,315 | 6,708,122 | $ 21 | 6,470,194 | 67,109 | 170,798 | 861,193 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 534 | 580 | ||||||
Exercise of stock options | $ 3,601 | 3,601 | 3,601 | |||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 2,203 | |||||||
Issuance of restricted stock units, net of tax withholdings | 1 | 1 | $ 1 | |||||
Shares issued in connection with the Employee Stock Purchase Plan (in shares) | 747 | |||||||
Shares issued in connection with the Employee Stock Purchase Plan | 10,549 | 10,549 | 10,549 | |||||
Stock-based compensation | 85,938 | 85,938 | 85,938 | |||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 942,548 | 169,993 | 942,548 | |||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (122,670) | (51,512) | (122,670) | |||||
Net (loss) income | (2,122,712) | (24,723) | (1,254,373) | (1,254,373) | (868,339) | |||
Acquisition of noncontrolling interests | (27,765) | (20,011) | 5,146 | 5,146 | (32,911) | |||
Other comprehensive income, net of income taxes | 52,124 | 52,124 | 52,124 | |||||
Ending balance at Sep. 30, 2023 | 683,449 | 683,449 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 217,714 | |||||||
Ending balance at Sep. 30, 2023 | 6,390,929 | 5,611,108 | $ 22 | 6,575,428 | 119,233 | (1,083,575) | 779,821 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 217,044 | |||||||
Beginning balance at Jun. 30, 2023 | 609,573 | |||||||
Beginning balance at Jun. 30, 2023 | 7,585,544 | 6,597,454 | $ 22 | 6,546,814 | 64,734 | (14,116) | 988,090 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 55 | |||||||
Exercise of stock options | 283 | 283 | 283 | |||||
Issuance of restricted stock units, net of tax withholdings (in shares) | 615 | |||||||
Issuance of restricted stock units, net of tax withholdings | 0 | |||||||
Stock-based compensation | 27,654 | 27,654 | 27,654 | |||||
Contributions from noncontrolling interests and redeemable noncontrolling interests | 205,004 | 149,998 | 205,004 | |||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (35,653) | (17,132) | (35,653) | |||||
Net (loss) income | (1,419,718) | (51,220) | (1,069,459) | (1,069,459) | (350,259) | |||
Acquisition of noncontrolling interests | (26,684) | (7,770) | 677 | 677 | (27,361) | |||
Other comprehensive income, net of income taxes | 54,499 | 54,499 | 54,499 | |||||
Ending balance at Sep. 30, 2023 | 683,449 | $ 683,449 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 217,714 | |||||||
Ending balance at Sep. 30, 2023 | $ 6,390,929 | $ 5,611,108 | $ 22 | $ 6,575,428 | $ 119,233 | $ (1,083,575) | $ 779,821 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 217,714 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net loss | $ (2,147,435) | $ (521,731) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization, net of amortization of deferred grants | 388,645 | 331,856 |
Goodwill impairment | 1,158,000 | 0 |
Deferred income taxes | (11,093) | 0 |
Stock-based compensation expense | 84,226 | 88,702 |
Interest on pass-through financing obligations | 14,642 | 15,079 |
Reduction in pass-through financing obligations | (30,532) | (31,105) |
Unrealized gain on derivatives | (80,121) | (191,818) |
Other noncash items | 142,434 | 26,368 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,986 | (87,307) |
Inventories | 122,103 | (82,275) |
Prepaid and other assets | (334,190) | (283,715) |
Accounts payable | (56,271) | (14,763) |
Accrued expenses and other liabilities | (24,487) | 72,801 |
Deferred revenue | 59,360 | 133,788 |
Net cash used in operating activities | (704,733) | (544,120) |
Investing activities: | ||
Payments for the costs of solar energy systems | (1,935,721) | (1,481,556) |
Purchase of equity investment | 0 | (75,000) |
Purchases of property and equipment, net | (16,298) | (10,820) |
Net cash used in investing activities | (1,952,019) | (1,567,376) |
Financing activities: | ||
Proceeds from state tax credits, net of recapture | 4,033 | 0 |
Proceeds from line of credit | 651,398 | 1,018,967 |
Repayment of line of credit | (639,308) | (724,066) |
Payment of debt fees | (46,930) | (42,282) |
Proceeds from pass-through financing and other obligations, net | 6,712 | 1,451 |
Payment of finance lease obligations | (16,795) | (10,489) |
Contributions received from noncontrolling interests and redeemable noncontrolling interests | 1,112,541 | 925,550 |
Distributions paid to noncontrolling interests and redeemable noncontrolling interests | (173,536) | (152,105) |
Acquisition of noncontrolling interest | (46,274) | (37,373) |
Net proceeds related to stock-based award activities | 14,152 | 22,555 |
Net cash provided by financing activities | 2,655,674 | 2,217,118 |
Net change in cash and restricted cash | (1,078) | 105,622 |
Cash and restricted cash, beginning of period | 953,023 | 850,431 |
Cash and restricted cash, end of period | 951,945 | 956,053 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 313,027 | 209,723 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of noncash investing and financing activities | ||
Purchases of solar energy systems and property and equipment included in accounts payable and accrued expenses | 74,885 | 52,246 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 64,308 | 17,000 |
Non-recourse debt | ||
Financing activities: | ||
Proceeds from issuance of non-recourse debt | 3,189,480 | 2,381,630 |
Repayment of non-recourse debt | $ (1,399,799) | $ (1,166,720) |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Sunrun Inc. (“Sunrun” or the “Company”) was formed in 2007. The Company is engaged in the design, development, installation, sale, ownership and maintenance of residential solar energy systems (“Projects”) in the United States. Sunrun acquires customers directly and through relationships with various solar and strategic partners (“Partners”). The Projects are constructed either by Sunrun or by Sunrun’s Partners and are owned by the Company. Sunrun’s customers enter into an agreement to utilize the solar energy system (“Customer Agreement”) which typically has an initial term of 20 or 25 years. Sunrun monitors, maintains and insures the Projects. The Company also sells solar energy systems and products, such as panels and racking and solar leads generated to customers. The Company has formed various subsidiaries (“Funds”) to finance the development of Projects. These Funds, structured as limited liability companies, obtain financing from outside investors and purchase or lease Projects from Sunrun under master purchase or master lease agreements. The Company currently utilizes three legal structures in its investment Funds, which are referred to as: (i) pass-through financing obligations, (ii) partnership-flips and (iii) joint venture (“JV”) inverted leases. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. The results of the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or other future periods. The consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation , the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition constraints that result in variable consideration, the discount rate used to adjust the promised amount of consideration for the effects of a significant financing component, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to amortize pass-through financing obligations, the discount rate used for operating and financing leases, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results may differ from such estimates. Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenue from external customers (including, but not limited to homeowners) for each group of similar products and services is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Customer agreements $ 289,678 $ 234,219 $ 789,256 $ 656,724 Incentives 26,850 36,992 75,895 84,065 Customer agreements and incentives 316,528 271,211 865,151 740,789 Solar energy systems 135,476 241,697 566,861 651,010 Products 111,177 118,998 311,211 320,471 Solar energy systems and product sales 246,653 360,695 878,072 971,481 Total revenue $ 563,181 $ 631,906 $ 1,743,223 $ 1,712,270 Revenue from Customer Agreements includes payments by customers for the use of the system as well as utility and other rebates assigned by the customer to the Company in the Customer Agreement. Revenue from incentives includes revenue from solar renewable energy credits (“SRECs”) and the sale of commercial investment tax credits ("Commercial ITCs"). Cash and Restricted Cash Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows. Cash and restricted cash consists of the following (in thousands): Nine Months Ended September 30, 2023 2022 Beginning of period: Cash $ 740,508 $ 617,634 Restricted cash, current and long-term 212,515 232,797 Total $ 953,023 $ 850,431 End of period: Cash $ 643,787 $ 672,083 Restricted cash, current and long-term 308,158 283,970 Total $ 951,945 $ 956,053 Accounts Receivable Accounts receivable consist of amounts due from customers, as well as state and utility rebates due from government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive rebates to the Company. Accounts receivable, net consists of the following (in thousands): September 30, 2023 December 31, 2022 Customer receivables $ 195,480 $ 218,712 Other receivables 7,462 8,924 Allowance for credit losses (14,050) (13,381) Total $ 188,892 $ 214,255 Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value 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 . The Company also considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and estimates, including the Company’s future financial performance, weighted average cost of capital and interpretation of currently enacted tax laws. Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include significant declines in the Company’s financial results or enterprise value relative to its net book value or a sustained decline in the Company's stock price below its book value, coupled with declines in valuations for comparable public companies or acquisition premiums. The Company tests goodwill for impairment for its one reporting unit using a fair value approach. The Company’s stock price has continued to decline during 2023, consistent with other industry peers, experiencing a significant decline during the third quarter. A sustained decrease in the Company’s stock price is one of the qualitative factors to be considered as part of an impairment test when evaluating whether events or changes in circumstances may indicate that it is more likely than not that a potential goodwill impairment exists. Due to the continued material sustained decline in the Company’s market capitalization after consideration of a control premium below the book value of equity, the Company performed a quantitative assessment as of September 30, 2023 related to the recoverability of its goodwill for its one reporting unit. The Company estimated the fair value of its reporting unit primarily based on consideration of an income approach analysis. Under the income approach, future cash flows of the Company were estimated and converted to present value based on a discount rate reflecting a market participant risk-adjusted rate of return. As of September 30, 2023, the Company concluded that the fair value of the Company’s one reporting unit did not exceed its carrying value and recorded a non-cash goodwill impairment charge of $1.2 billion in its Consolidated Statement of Operations. This impairment charge did not impact the Company’s liquidity position, its debt covenants or cash flows. The significant assumptions and estimates used in the assessment include, among others, estimated future net annual contracted cash flows under its existing long term customer agreements, as well as future growth estimates which rely on management judgements. The Company selected estimates used in the discounted cash flow projections using historical data as well as current and anticipated market conditions, and estimated growth rates with consideration of published industry trends. The Company also compared the total invested capital (including market capitalization) to the fair value of its reporting unit to assess the reasonableness of fair value after consideration of a control premium based on observable comparable company transactions. After the impairment charge, the fair value of the Company’s one reporting unit approximated its estimated carrying value as of September 30, 2023. Should, among other events and circumstances, industry conditions deteriorate, the outlook for future operating results and cash flow decline or regulations change, costs of equity or debt capital increase, valuations for comparable public companies or comparable acquisition valuations decrease, or the Company's market capitalization experience a further sustained decline below its book value, the Company may need to further reassess the recoverability of goodwill in future periods. Given the inherent estimation uncertainty in assumptions underlying a discounted cashflow analysis, actual conditions may differ materially from the Company’s estimates, which could result in additional impairment charges. Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue. The opening balance of deferred revenue was $873.6 million as of December 31, 2021. Deferred revenue consists of the following (in thousands): September 30, 2023 December 31, 2022 Under Customer Agreements: Payments received, net $ 864,546 $ 840,771 Financing component balance 70,552 65,326 935,098 906,097 Under SREC contracts: Payments received, net 207,908 179,416 Financing component balance 11,778 10,460 219,686 189,876 Total $ 1,154,784 $ 1,095,973 During the three months ended September 30, 2023 and 2022, the Company recognized revenue of $31.0 million and $27.5 million, respectively, and in the nine months ended September 30, 2023 and 2022, the Company recognized revenue of $84.7 million and $73.4 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized and includes deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods. Contracted but not yet recognized revenue was approximately $23.6 billion as of September 30, 2023, of which the Company expects to recognize approximately 5% over the next 12 months. The annual recognition is not expected to vary significantly over the next 10 years as the vast majority of existing Customer Agreements have at least 10 years remaining, given that the average age of the Company's fleet of residential solar energy systems under Customer Agreements is less than five years due to the Company being formed in 2007 and having experienced significant growth in the last few years. The annual recognition on these existing contracts will gradually decline over the midpoint of the Customer Agreements over the following 10 years as the typical 20- or 25-year initial term expires on individual Customer Agreements. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company's financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-recourse debt. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. These assets can include goodwill that is written down to fair value when they are impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives revenue is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar energy system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties. The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO") is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. For Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity generated by the system, and for which the Company’s obligation is to provide continuous access to a functioning solar energy system, the Company recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of the Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew annually or for five years. SREC revenue arises from the sale of environmental credits generated by solar energy systems and is generally recognized upon delivery of the SRECs to the counterparty or upon reporting of the electricity generation. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are recognized in the period a solar energy system is granted PTO - see Note 10 , Pass-Through Financing Obligations . In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements, and are included in Sales and marketing in the consolidated statements of operations. Solar energy systems and product sales For solar energy systems sold to customers, revenue is recognized when the solar energy system passes inspection by the authority having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company has met the performance obligation in the contract. For solar energy system sales that include delivery obligations up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at PTO. Certain solar energy systems sold to customers include fees for extended warranty and maintenance services. These fees are recognized over the life of the service agreement. The Company’s installation Projects are typically completed in less than twelve months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers, roofing repair, and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment, or as services are delivered. Customer lead revenue, included in product sales, is recognized at the time the lead is delivered. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems and product sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead costs. Solar energy systems and product sales Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect material and labor costs for solar energy systems installations and product sales. Also included are engineering and design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs and personnel costs associated with supply chain, logistics, operations management, safety and quality control. Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated with generating customer leads. Recently Issued and Adopted Accounting Standards Accounting standards adopted effective January 1, 2023: In October 2022, the FASB issued ASU No. 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. This ASU is effective for fiscal periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2022-04 effective January 1, 2023 and there was no impact to its financial statement disclosures. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement At September 30, 2023 and December 31, 2022, the carrying value of receivables, accounts payable, accrued expenses and distributions payable to noncontrolling interests approximates fair value due to their short-term nature and falls under the Level 2 hierarchy. The carrying values and fair values of debt instruments are as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Recourse debt $ 911,830 $ 805,331 $ 898,040 $ 787,340 Senior debt 3,662,600 3,597,216 3,238,633 3,176,774 Subordinated debt 2,220,784 2,078,182 1,743,048 1,625,258 Securitization debt 3,442,330 3,066,258 2,519,428 2,169,247 Total $ 10,237,544 $ 9,546,987 $ 8,399,149 $ 7,758,619 At September 30, 2023 and December 31, 2022, the fair value of certain recourse debt and certain senior, subordinated and securitization loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At September 30, 2023 and December 31, 2022, the fair value of the Company’s other debt instruments are based on rates currently offered for debt with similar maturities and terms. The Company’s fair value of the debt instruments fell under the Level 2 hierarchy. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market. At September 30, 2023 and December 31, 2022, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 258,923 $ — $ 258,923 Total $ — $ 258,923 $ — $ 258,923 Derivative liabilities: Interest rate swaps $ — $ 6 $ — $ 6 Total $ — $ 6 $ — $ 6 December 31, 2022 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 177,827 $ — $ 177,827 Total $ — $ 177,827 $ — $ 177,827 Derivative liabilities: Interest rate swaps $ — $ 8,247 $ — $ 8,247 Total $ — $ 8,247 $ — $ 8,247 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 594,435 $ 671,880 Work-in-process 67,366 112,024 Total $ 661,801 $ 783,904 |
Solar Energy Systems, net
Solar Energy Systems, net | 9 Months Ended |
Sep. 30, 2023 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, net | Solar Energy Systems, net Solar energy systems, net consists of the following (in thousands): September 30, 2023 December 31, 2022 Solar energy system equipment costs $ 12,068,415 $ 10,529,852 Inverters and batteries 1,683,328 1,384,776 Total solar energy systems 13,751,743 11,914,628 Less: accumulated depreciation and amortization (2,036,742) (1,682,296) Add: construction-in-progress 813,616 756,029 Total solar energy systems, net $ 12,528,617 $ 10,988,361 All solar energy systems, including construction-in-progress, have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $128.0 million and $108.3 million for the three months ended September 30, 2023 and 2022, respectively, and $365.4 million and $313.8 million for the nine months ended September 30, 2023 and 2022, respectively. The depreciation expense was reduced by the amortization of deferred grants of $2.0 million and $2.1 million for the three months ended September 30, 2023 and 2022, respectively, and $6.2 million and $6.2 million for the nine months ended September 30, 2023 and 2022, respectively. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consist of the following (in thousands): September 30, 2023 December 31, 2022 Costs to obtain contracts - customer agreements $ 1,447,418 $ 1,096,346 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (151,968) (112,968) Unbilled receivables 425,234 324,385 Allowance for credit losses on unbilled receivables (4,338) (3,322) Equity investment 186,226 186,197 Operating lease right-of-use assets 99,063 104,759 Other assets 314,260 229,640 Total $ 2,318,376 $ 1,827,518 The Company recorded amortization of costs to obtain contracts of $13.5 million and $9.8 million for the three months ended September 30, 2023 and 2022, respectively, and $39.5 million and $27.1 million for the nine months ended September 30, 2023 and 2022, respectively, in Sales and marketing in the consolidated statements of operations. The majority of unbilled receivables arise from fixed price escalators included in the Company's long-term Customer Agreements. The escalator is included in calculating the total estimated transaction value for an individual Customer Agreement. The total estimated transaction value is then recognized over the term of the Customer Agreement. The amount of unbilled receivables increases while billings for an individual Customer Agreement are less than the revenue recognized for that Customer Agreement. Conversely, the amount of unbilled receivables decreases once the billings become higher than the amount of revenue recognized in the period. At the end of the initial term of a Customer Agreement, the cumulative amounts recognized as revenue and billed to date are the same, therefore the unbilled receivable balance for an individual Customer Agreement will be zero. The Company applies an estimated loss-rate in order to determine the current expected credit loss for unbilled receivables. The estimated loss-rate is determined by analyzing historical credit losses, residential first and second mortgage foreclosures and consumers' utility default rates, as well as current economic conditions. The Company reviews individual customer collection status of electricity billings to determine whether the unbilled receivables for an individual customer should be written off, including the possibility of a service transfer to a potential new homeowner. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Accrued employee compensation $ 115,687 $ 101,621 Accrued interest 80,006 63,595 Operating lease obligations 31,637 31,307 Other accrued expenses 154,123 209,943 Total $ 381,453 $ 406,466 |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness As of September 30, 2023, debt consisted of the following (in thousands, except percentages): September 30, 2023 December 31, 2022 Unused Borrowing Capacity (1) Weighted Average Interest Rate at September 30, 2023 (2) Weighted Average Interest Rate at December 31, 2022 (2) Contractual Interest Rate (3) Contractual Maturity Date Recourse debt Bank line of credit (4) $ 517,247 $ 505,158 $ 31,000 8.95% 6.01% SOFR +3.25% January 2025 0% Convertible Senior Notes (5) 400,000 400,000 — —% —% —% February 2026 Total recourse debt 917,247 905,158 31,000 Unamortized debt discount (5,417) (7,118) — Total recourse debt, net 911,830 898,040 31,000 Non-recourse debt (6) Senior revolving and delayed draw loans (7) 1,404,702 1,560,002 132,400 7.49% 6.49% SOFR +2.00%- 3.10% April 2025 - March 2027 Senior non-revolving loans (10) 2,257,516 1,680,444 — 6.97% 6.00% 4.66% - 6.93%; SOFR +1.75% - 2.50% April 2024 - July 2053 Subordinated revolving and delayed draw loans (7)(11) 168,400 333,800 13,100 11.85% 9.58% SOFR +3.50% - 9.10% April 2024 - March 2027 Subordinated loans (8)(9) 2,090,880 1,442,336 — 9.18% 8.76% 7.00% - 10.50%; SOFR +6.00% - 6.75% November 2025 - January 2042 Securitized loans 3,488,203 2,531,465 — 4.62% 3.87% 2.27% - 6.60% July 2045 - January 2059 Total non-recourse debt 9,409,701 7,548,047 145,500 Unamortized debt discount, net (83,987) (46,938) — Total non-recourse debt, net 9,325,714 7,501,109 145,500 Total debt, net $ 10,237,544 $ 8,399,149 $ 176,500 (1) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of September 30, 2023. (2) Reflects weighted average contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (3) Ranges shown reflect fixed interest rate and rates using SOFR, as applicable. (4) The former working capital facility was terminated in January 2022 and was replaced by this syndicated working capital facility with banks has a total commitment up to $600.0 million and is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Borrowings under the Facility may be designated as Base Rate Loans or Term SOFR Loans, subject to certain terms and conditions under the Credit Agreement. Base Rate Loans accrue interest at a rate per year equal to 2.25% plus the highest of (a) the federal funds rate plus 0.50%, (b) the interest rate determined from time to time by the Administrative Agent as its prime rate and notified to the Company, (c) the Adjusted Term SOFR Rate (defined below) for a one-month interest period in effect on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00% and (d) 0.00%. Term SOFR Loans accrue interest at a rate per annum equal to (a) 3.25% plus (b) the greater of (i) 0.00% and (ii) the sum of (x) the forward-looking term rate for a period comparable to the applicable available tenor based on SOFR that is published by CME Group Benchmark Administration Ltd or a successor for the applicable interest period and (y) (1) if the applicable interest period is one month, 0.11448%, (2) if the applicable interest period is three months, 0.26161% or (c) if the applicable interest period is six months, 0.42826% (the rate pursuant to clause (b), the "Adjusted Term SOFR Rate"). This facility is subject to various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum modified interest coverage ratio, a minimum modified current ratio, a maximum modified leverage ratio, and a minimum unencumbered cash balance, in each case, tested quarterly. The Company was in compliance with all debt covenants as of September 30, 2023. (5) These convertible senior notes ("Notes") will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. The debt discount recorded on the Notes is being amortized to interest expense at an effective interest rate of 0.57%. As of September 30, 2023, $6.0 million of the debt discount was amortized to interest expense inception to date. In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (“Capped Calls”) with certain of the initial purchasers and/or their respective affiliates at a cost of approximately $28.0 million. The Capped Calls are classified as equity and were recorded to additional paid-in-capital within stockholders’ equity as of March 31, 2021. The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock. The Capped Calls are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes, as the case may be, in the event the market price per share of common stock, as measured under the Capped Calls, is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. The final components of the Capped Calls are scheduled to expire on January 29, 2026. None of the conversion criteria has been met as of September 30, 2023. (6) Certain loans under this category are part of project equity transactions. (7) Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $2.2 billion in revolver borrowings depending on the available borrowing base at the time. (8) A loan under this category with an outstanding balance of $137.0 million as of September 30, 2023 contains a put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan on November 30, 2037. (9) Loans under this category with a floating rate had a total outstanding balance of $454.3 million as of September 30, 2023. (10) As of September 30, 2023, a loan under this category had a balance of $162.4 million with a maturity date of April 2024 and is reflected in Non-recourse debt, current portion within the Consolidated Balance Sheet. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity. (11) As of September 30, 2023, a loan under this category had a balance of $122.4 million with a maturity date of April 2024 and is reflected in Non-recourse debt, current portion within the Consolidated Balance Sheet. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity. Senior and Subordinated Debt Facilities Each of the Company's senior and subordinated debt facilities contain customary covenants, including the requirement to maintain certain financial measurements and provide lender reporting. Each of the senior and subordinated debt facilities also contain certain provisions in the event of default that entitle lenders to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the senior and subordinated debt facilities. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements or inventories less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these facilities, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of September 30, 2023. Non-Recourse Financings In connection with each of the Company's non-recourse financings (including securitized note facilities), assets (consisting of membership interests in project companies that own photovoltaic systems and related customer agreements) were contributed by the Company to special purpose subsidiaries of the Company (each a “Non-Recourse Borrower”). Each of such financings contains customary covenants including the requirement to provide reporting to the indenture trustee or collateral agent and, if applicable, ratings agencies. Each of the financings also contains certain provisions which entitle the indenture trustee or collateral agent to take certain actions upon the occurrence of an event of default, including acceleration of amounts due under the facilities and the foreclosure on the assets of the Non-Recourse Borrower that are pledged to the lenders under the terms thereof. The facilities are non-recourse to the Company and are secured by first priority security interests by each Non-Recourse Borrower in favor of the indenture trustee or collateral agent in all of the Non-Recourse Borrower’s assets including the cash flows from Customer Agreements which are available to each Non-Recourse Borrower after giving effect to certain operating, maintenance and other expenses and, where applicable, distributions to tax equity investors. As a result of such security interests, the assets of each Non-Recourse Borrower are not available to the creditors of the Company unless and until distributions from such entities are made to the Company as permitted under the applicable facility documentation. Under the terms of these financings, each Non-Recourse Borrower pays interest and principal from such net cash flows. The Company was in compliance with all debt covenants as of September 30, 2023. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Interest Rate Swaps The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive payments based on variable interest rates with the swap counterparty based on SOFR (daily, one month, three month) on the notional amounts over the life of the swaps. In the second quarter of 2023, the Company entered into bilateral agreements with its swap counterparties to transition the remaining portion of its swaps to SOFR. The Company made various elections under FASB ASC Topic 848, Reference Rate Reform , related to changes in critical terms of the hedging relationships due to reference rate reform to not result in a de-designation of these hedging relationships. As of September 30, 2023, all of the Company's interest rate swap agreements were indexed to SOFR. The interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated with these swaps is the risk of non-performance by the counterparties to the contracts. In the nine months ended September 30, 2023, the hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the quarterly assessment performed determined changes in cash flows of the derivative instruments have been highly effective in offsetting the changes in the cash flows of the hedged items, are expected to be highly effective in the future and the critical terms of the interest rate swaps match the critical terms of the underlying forecasted hedged transactions. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the Company’s statements of operations, in the period that the hedged forecasted transactions affect earnings. To the extent that the hedge relationships are not effective, changes in the fair value of these derivatives are recorded in other expenses, net in the Company's statements of operations on a prospective basis. The Company’s master netting and other similar arrangements allow net settlements under certain conditions. When those conditions are met, the Company presents derivatives at net fair value. As of September 30, 2023, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 170,712 $ (6) $ 170,706 $ 1,758,578 Derivatives not designated as hedging instruments 88,211 — 88,211 1,856,690 Total derivative assets $ 258,923 $ (6) $ 258,917 $ 3,615,268 Liabilities: Derivatives designated as hedging instruments $ (6) $ 6 $ — $ — Derivatives not designated as hedging instruments — — — — Total derivative liabilities $ (6) $ 6 $ — $ — Total $ 258,917 $ — $ 258,917 $ 3,615,268 (1) Comprised of 75 interest rate swaps which effectively fix the SOFR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.31% to 3.78% per annum. These swaps mature from April 30, 2024 to January 31, 2043. As of December 31, 2022, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount Assets: Derivatives designated as hedging instruments $ 133,168 $ — $ 133,168 $ 2,122,222 Derivatives not designated as hedging instruments 44,659 (4,523) 40,136 1,095,820 Total derivative assets $ 177,827 $ (4,523) $ 173,304 $ 3,218,042 Liabilities: Derivatives designated as hedging instruments (3,724) — (3,724) — Derivatives not designated as hedging instruments (4,523) 4,523 — — Total derivative liabilities $ (8,247) $ 4,523 $ (3,724) $ — Total $ 169,580 $ — $ 169,580 $ 3,218,042 The gains on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands): Three months ended September 30, 2023 2022 Derivatives designated as cash flow hedges: Interest rate swaps $ (79,261) $ (60,900) Nine months ended September 30, 2023 2022 Derivatives designated as cash flow hedges: Interest rate swaps $ (92,306) $ (171,664) The gains (losses) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three months ended September 30, 2023 2022 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps: Gains reclassified from AOCI into income $ (10,274) $ — $ (7,887) $ — Derivatives not designated as cash flow hedges: Interest rate swaps: Gains recognized into income — (81,461) — (71,825) Total gains $ (10,274) $ (81,461) $ (7,887) $ (71,825) Nine months ended September 30, 2023 2022 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps: (Gains) losses reclassified from AOCI into income $ (26,345) $ — $ 1,025 $ — Derivatives not designated as cash flow hedges: Interest rate swaps: Gains recognized into income — (99,133) — (192,838) Total (gains) losses $ (26,345) $ (99,133) $ 1,025 $ (192,838) All amounts in Accumulated other comprehensive income (loss) ("AOCI") in the consolidated statements of redeemable noncontrolling interests and equity relate to derivatives, refer to the consolidated statements of comprehensive (loss) income. The net gain (loss) on derivatives includes the tax effect of $14.5 million and $20.3 million for the three months ended September 30, 2023 and 2022, respectively, and $13.8 million and $21.2 million for the nine months ended September 30, 2023 and 2022, respectively. During the next 12 months, the Company expects to reclassify $38.4 million of net gains on derivative instruments from accumulated other comprehensive income to earnings. There were 33 undesignated derivative instruments recorded by the Company as of September 30, 2023. |
Pass-Through Financing Obligati
Pass-Through Financing Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Pass-Through Financing Obligations | Pass-Through Financing Obligations The Company's pass-through financing obligations ("financing obligations") arise when the Company leases solar energy systems to Fund investors who are considered commercial customers under a master lease agreement, and these investors in turn are assigned the Customer Agreements with customers. The Company receives all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to the other incentives. Given the assignment of operating cash flows, these arrangements are accounted for as financing obligations. The Company also sells the rights and related value attributable to the Commercial ITC to these investors. Under these financing obligation arrangements, wholly owned subsidiaries of the Company finance the cost of solar energy systems with investors for an initial term of 22 years, and one fund for 7 years. The solar energy systems are subject to Customer Agreements with an initial term of typically 20 or 25 years that automatically renew annually or for five years. These solar energy systems are reported under the line item solar energy systems, net in the consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the cost of the solar energy systems placed in service under the financing obligation arrangements was $695.2 million and $699.5 million, respectively. The accumulated depreciation related to these assets as of September 30, 2023 and December 31, 2022 was $186.0 million and $167.9 million, respectively. The investors make a series of large up-front payments and, in certain cases, subsequent smaller quarterly payments (lease payments) to the subsidiaries of the Company. The Company accounts for the payments received from the investors under the financing obligation arrangements as borrowings by recording the proceeds received as financing obligations on its consolidated balance sheets, and cash provided by financing activities in its consolidated statement of cash flows. These financing obligations are reduced over a period of approximately 22 years, or over 7 years in the case of one fund, by customer payments under the Customer Agreements, and proceeds from the contracted resale of SRECs as they are received by the investor. In addition, funds paid for the Commercial ITC value upfront are initially recorded as a refund liability and recognized as revenue as the associated solar energy system reaches PTO. The Commercial ITC value is reflected in cash provided by operations on the consolidated statement of cash flows. The Company accounts for the Customer Agreements, as well as the resale of SRECs consistent with the Company’s revenue recognition accounting policies as described in Note 2, Summary of Significant Accounting Policies. Interest is calculated on the financing obligations using the effective interest rate method. The effective interest rate, which is adjusted on a prospective basis, is the interest rate that equates the present value of the estimated cash amounts to be received by the investor over the lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for amounts received by the investor. The financing obligations are nonrecourse once the associated assets have been placed in service and all the contractual arrangements have been assigned to the investor. Under the majority of the financing obligations, the investor has a right to extend its right to receive cash flows from the customers beyond the initial term in certain circumstances. Depending on the arrangement, the Company has the option to settle the outstanding financing obligation on the ninth or eleventh anniversary of the Fund inception at a price equal to the higher of (a) the fair value of future remaining cash flows or (b) the amount that would result in the investor earning their targeted return. In several of these financing obligations, the investor has an option to require repayment of the entire outstanding balance on the tenth anniversary of the Fund inception at a price equal to the fair value of the future remaining cash flows. Under the majority of the financing obligations, the Company is responsible for services such as warranty support, accounting, lease servicing and performance reporting to customers. As part of the warranty and performance guarantee with the customers in applicable funds, the Company guarantees certain specified minimum annual solar energy production output for the solar energy systems leased to the customers, which the Company accounts for as disclosed in Note 2, Summary of Significant Accounting Policies. |
VIE Arrangements
VIE Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VIE Arrangements | VIE Arrangements The Company consolidated various VIEs at September 30, 2023 and December 31, 2022. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): September 30, 2023 December 31, 2022 Assets Current assets Cash $ 250,476 $ 457,005 Restricted cash 47,379 44,514 Accounts receivable, net 75,584 66,847 Inventories 264,433 193,836 Prepaid expenses and other current assets 14,043 12,698 Total current assets 651,915 774,900 Solar energy systems, net 9,942,904 8,968,835 Other assets 357,603 287,771 Total assets $ 10,952,422 $ 10,031,506 Liabilities Current liabilities Accounts payable $ 12,296 $ 36,315 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 32,698 32,051 Accrued expenses and other liabilities 32,817 32,512 Deferred revenue, current portion 50,219 49,037 Non-recourse debt, current portion 256,230 39,894 Total current liabilities 384,260 189,809 Deferred revenue, net of current portion 611,932 572,420 Non-recourse debt, net of current portion 1,254,857 1,449,513 Other liabilities 16,262 15,260 Total liabilities $ 2,267,311 $ 2,227,002 The Company holds certain variable interests in nonconsolidated VIEs established as a result of six pass-through Fund arrangements as further explained in Note 10, Pass-Through Financing Obligations. The Company does not have material exposure to losses as a result of its involvement with the VIEs in excess of the amount of the pass-through financing obligation recorded in the Company’s consolidated financial statements. The Company is not considered the primary beneficiary of these VIEs. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests and Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interests and Equity | Redeemable Noncontrolling Interests and Equity During certain specified periods of time, noncontrolling interests in certain funding arrangements have the right to put all of their membership interests to the Company. During a specific period of time, the Company has the right to call all membership units of the related redeemable noncontrolling interests. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Options The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the nine months ended September 30, 2023 (shares and aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2022 5,217 $ 16.08 5.68 $ 58,784 Granted — — Exercised (534) 6.75 Canceled (106) 30.09 Outstanding at September 30, 2023 4,577 $ 16.85 4.99 $ 14,182 Options vested and exercisable at September 30, 2023 3,764 $ 13.77 4.30 $ 13,991 Restricted Stock Units The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the nine months ended September 30, 2023 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2022 4,542 $ 31.60 Granted 6,886 19.63 Issued (2,202) 27.67 Canceled / forfeited (745) 27.77 Unvested balance at September 30, 2023 8,481 $ 23.25 Warrants for Strategic Partners The Company has issued warrants for up to 846,943 shares of its common stock to certain strategic partners (calculated using the respective quarter of grant's closing stock price). The exercise price of each warrant is $0.01 per share, and 47,810 warrants were exercised during the nine months ended September 30, 2023. There were 330,329 warrants exercised during the nine months ended September 30, 2022. The Company recognized stock-based compensation expense of $1.1 million and $1.1 million during the three months ended September 30, 2023 and 2022, respectively, and $3.2 million and $3.2 million during the nine months ended September 30, 2023 and 2022, respectively, under performance and time-based warrants. Employee Stock Purchase Plan Under the Company's 2015 Employee Stock Purchase Plan ("ESPP"), eligible employees are offered shares bi-annually through a 24-month offering period that encompasses four six-month purchase periods. Each purchase period begins on the first trading day on or after May 15 and November 15 of each year. Employees may purchase a limited number of shares of the Company’s common stock via regular payroll deductions at a discount of 15% of the lower of the fair market value of the Company’s common stock on the first trading date of each offering period or on the exercise date. Employees may deduct up to 15% of payroll, with a cap of $25,000 of fair market value of shares in any calendar year and 10,000 shares per employee per purchase period. Stock-Based Compensation Expense The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of customer agreements and incentives $ 2,335 $ 1,776 $ 6,224 $ 7,132 Cost of solar energy systems and product sales 1,153 1,741 4,415 6,755 Sales and marketing 14,096 10,418 43,808 48,042 Research and development 405 464 1,299 2,160 General and administration 9,734 8,431 28,480 24,613 Total $ 27,723 $ 22,830 $ 84,226 $ 88,702 During the three and nine months ended September 30, 2023, stock-based compensation expense capitalized to solar energy systems, net in the Company’s consolidated balance sheet was $3.4 million and $8.6 million, respectively, and was $2.7 million and $10.1 million during the three and nine months ended September 30, 2022, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax rate for the three months ended September 30, 2023 and 2022 was (2.1)% and 0.0%, respectively, and for the nine months ended September 30, 2023 and 2022 was 0.5% and 0.0%, respectively. The differences between the actual consolidated effective income tax rate and the U.S. federal statutory rate were primarily attributable to the goodwill impairment charge, the allocation of losses on noncontrolling interests and income tax expense related to the valuation allowance. There was no tax impact of the goodwill impairment as it is not deductible for tax purposes. The Company sells solar energy systems to investment Funds. As the investment Funds are consolidated by the Company, the gain on the sale of the assets has been eliminated in the consolidated financial statements, however gains on sale are recognized for tax purposes and the tax effects of which, both current and deferred, are included in the Company’s income tax provision. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of September 30, 2023 and December 31, 2022, the Company had $22.2 million and $44.4 million, respectively, of unused letters of credit outstanding, which each carry fees of 0.50% - 3.25% per annum and 0.50% - 3.25% per annum, respectively. Guarantees Certain tax equity funds and debt facilities require the Company to maintain an aggregate amount of $35.0 million of unencumbered cash and cash equivalents at the end of each month. Purchase Commitment The Company entered into purchase commitments, which may be canceled by the Company without significant penalties, with multiple suppliers to purchase $208.2 million of photovoltaic modules, inverters and batteries by the end of 2023. Warranty Accrual The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. A warranty is provided for solar energy systems sold. However, for the solar energy systems under Customer Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are incurred as a component of customer agreements and incentives costs of revenue. Commercial ITC Indemnification The Company is contractually committed to compensate its investors for any losses that they may suffer in certain limited circumstances resulting from reductions in Commercial ITCs, including any reduction in depreciable basis. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the Internal Revenue Service (the “IRS”). The Company set the purchase prices and claimed values based on fair market values determined with the assistance of an independent third-party appraisal with respect to the systems that generate Commercial ITCs (and the associated depreciable basis) that are passed-through to, and claimed by, the Fund investors. In April 2018, the Company purchased an insurance policy providing for certain payments by the insurers in the event there is a final determination (including a judicial determination) that reduced the Commercial ITCs and depreciation claimed in respect of solar energy systems sold or transferred to most Funds through April 2018, or later, in the case of Funds added to the policy after such date. In general, the policy indemnifies the Company and related parties for additional taxes (including penalties and interest) owed in respect of lost Commercial ITCs, depreciation, gross-up costs and expenses incurred in defending such claim, subject to negotiated exclusions from, and limitations to, coverage. The Company purchased similar additional insurance policies in January 2021, October 2022 and May 2023. 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 IRS is auditing one of the Company's investors in an audit involving a review of the fair market value determination of the Company's solar energy systems in the investment fund, which is covered by the Company’s 2018 insurance policy. If this audit results in an adverse final determination, the Company may be subject to an indemnity obligation to its investor, which may result in certain limited out-of-pocket costs and potential increased insurance premiums in the future. 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 the normal course of business, the Company has from time to time been named as a party to various legal claims, actions , or complaints. While the outcome of these matters cannot currently be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic net (loss) income per share is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income attributable 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 (loss) income per share is as follows (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) income attributable to common stockholders $ (1,069,459) $ 210,560 $ (1,254,373) $ 110,356 Debt Discount Amortization — 571 — 1,692 Net (loss) income available to common stockholders $ (1,069,459) $ 211,131 $ (1,254,373) $ 112,048 Denominator: Weighted average shares used to compute net (loss) income per share attributable to common stockholders, basic 217,344 212,696 216,029 210,609 Weighted average effect of potentially dilutive shares to purchase common stock — 8,154 — 8,053 Weighted average shares used to compute net (loss) income per share attributable to common stockholders, diluted 217,344 220,850 216,029 218,662 Net (loss) income per share attributable to common stockholders Basic $ (4.92) $ 0.99 $ (5.81) $ 0.52 Diluted $ (4.92) $ 0.96 $ (5.81) $ 0.51 The following shares were excluded from the computation of diluted net (loss) income per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 1,516 1,686 1,529 1,703 Unvested restricted stock units 8,663 1,576 6,840 3,282 Convertible Senior Notes (if converted) 3,392 3,392 2,262 3,392 Total 13,571 6,654 10,631 8,377 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Advances Receivable—Related Party Net amounts due from direct-sales professionals were $11.7 million and $18.1 million as of September 30, 2023 and December 31, 2022, respectively. The Company provided a reserve of $2.6 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively, related to advances to direct-sales professionals who have terminated their employment agreement with the Company. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net (loss) income attributable to common stockholders | $ (1,069,459) | $ 210,560 | $ (1,254,373) | $ 110,356 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 15, 2023, Ed Fenster, our Co-Executive Chair, adopted a trading plan for the sale of the Company's common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The trading plan will expire on December 28, 2024 and provides for the following transactions, each of which is based upon the Company's stock price reaching a series of price thresholds: (i) the exercise and hold of up to 173,300 stock options; (ii) the donation of 40,000 shares to a 501(c)3 non-profit organization; (iii) the exercise and sale of up to 395,792 stock options assuming the sale of shares to cover withholding taxes and option exercise price; and (iv) the sale of up to 499,015 long shares of common stock. As of the date he entered into the plan, Mr. Fenster owns or is able to exercise options to purchase a total of 2,611,760 common shares in the Company. Additional shares are expected to vest during the duration of the plan. | |
Rule 10b5-1 Arrangement Adopted | true | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Name | Ed Fenster, our Co-Executive Chair | |
Adoption Date | September 15, 2023 | |
Arrangement Duration | 470 days | |
Ed Fenster Trading Arrangement, Stock Options [Member] | Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 173,300 | 173,300 |
Ed Fenster Trading Arrangement, Donation of Shares [Member] | Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 40,000 | 40,000 |
Ed Fenster Trading Arrangement, Stock Options to Cover Witholding Taxes and Stock Option Exercises [Member] | Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 395,792 | 395,792 |
Ed Fenster Trading Arrangement, Long Shares of Common Stock [Member] | Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 499,015 | 499,015 |
Ed Fenster Trading Arrangement, Stock Available From Options [Member] | Ed Fenster [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 2,611,760 | 2,611,760 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. The results of the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or other future periods. The consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries, including Funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation , the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition constraints that result in variable consideration, the discount rate used to adjust the promised amount of consideration for the effects of a significant financing component, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to amortize pass-through financing obligations, the discount rate used for operating and financing leases, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results may differ from such estimates. |
Segment Information | Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. |
Cash and Restricted Cash | Cash and Restricted Cash Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due from customers, as well as state and utility rebates due from government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive rebates to the Company. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value 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 . The Company also considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and estimates, including the Company’s future financial performance, weighted average cost of capital and interpretation of currently enacted tax laws. Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include significant declines in the Company’s financial results or enterprise value relative to its net book value or a sustained decline in the Company's stock price below its book value, coupled with declines in valuations for comparable public companies or acquisition premiums. The Company tests goodwill for impairment for its one reporting unit using a fair value approach. The Company’s stock price has continued to decline during 2023, consistent with other industry peers, experiencing a significant decline during the third quarter. A sustained decrease in the Company’s stock price is one of the qualitative factors to be considered as part of an impairment test when evaluating whether events or changes in circumstances may indicate that it is more likely than not that a potential goodwill impairment exists. Due to the continued material sustained decline in the Company’s market capitalization after consideration of a control premium below the book value of equity, the Company performed a quantitative assessment as of September 30, 2023 related to the recoverability of its goodwill for its one reporting unit. The Company estimated the fair value of its reporting unit primarily based on consideration of an income approach analysis. Under the income approach, future cash flows of the Company were estimated and converted to present value based on a discount rate reflecting a market participant risk-adjusted rate of return. As of September 30, 2023, the Company concluded that the fair value of the Company’s one reporting unit did not exceed its carrying value and recorded a non-cash goodwill impairment charge of $1.2 billion in its Consolidated Statement of Operations. This impairment charge did not impact the Company’s liquidity position, its debt covenants or cash flows. The significant assumptions and estimates used in the assessment include, among others, estimated future net annual contracted cash flows under its existing long term customer agreements, as well as future growth estimates which rely on management judgements. The Company selected estimates used in the discounted cash flow projections using historical data as well as current and anticipated market conditions, and estimated growth rates with consideration of published industry trends. The Company also compared the total invested capital (including market capitalization) to the fair value of its reporting unit to assess the reasonableness of fair value after consideration of a control premium based on observable comparable company transactions. After the impairment charge, the fair value of the Company’s one reporting unit approximated its estimated carrying value as of September 30, 2023. |
Deferred Revenue, Revenue Recognition, Cost of Revenue | Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives revenue is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar energy system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties. The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO") is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. For Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity generated by the system, and for which the Company’s obligation is to provide continuous access to a functioning solar energy system, the Company recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of the Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew annually or for five years. SREC revenue arises from the sale of environmental credits generated by solar energy systems and is generally recognized upon delivery of the SRECs to the counterparty or upon reporting of the electricity generation. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are recognized in the period a solar energy system is granted PTO - see Note 10 , Pass-Through Financing Obligations . In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements, and are included in Sales and marketing in the consolidated statements of operations. Solar energy systems and product sales For solar energy systems sold to customers, revenue is recognized when the solar energy system passes inspection by the authority having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company has met the performance obligation in the contract. For solar energy system sales that include delivery obligations up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at PTO. Certain solar energy systems sold to customers include fees for extended warranty and maintenance services. These fees are recognized over the life of the service agreement. The Company’s installation Projects are typically completed in less than twelve months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers, roofing repair, and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment, or as services are delivered. Customer lead revenue, included in product sales, is recognized at the time the lead is delivered. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems and product sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead costs. Solar energy systems and product sales Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect material and labor costs for solar energy systems installations and product sales. Also included are engineering and design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs and personnel costs associated with supply chain, logistics, operations management, safety and quality control. Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated with generating customer leads. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company's financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-recourse debt. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. These assets can include goodwill that is written down to fair value when they are impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards Accounting standards adopted effective January 1, 2023: In October 2022, the FASB issued ASU No. 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. This ASU is effective for fiscal periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2022-04 effective January 1, 2023 and there was no impact to its financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenue from External Customers | Revenue from external customers (including, but not limited to homeowners) for each group of similar products and services is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Customer agreements $ 289,678 $ 234,219 $ 789,256 $ 656,724 Incentives 26,850 36,992 75,895 84,065 Customer agreements and incentives 316,528 271,211 865,151 740,789 Solar energy systems 135,476 241,697 566,861 651,010 Products 111,177 118,998 311,211 320,471 Solar energy systems and product sales 246,653 360,695 878,072 971,481 Total revenue $ 563,181 $ 631,906 $ 1,743,223 $ 1,712,270 |
Schedule of Cash and Restricted Cash | Cash and restricted cash consists of the following (in thousands): Nine Months Ended September 30, 2023 2022 Beginning of period: Cash $ 740,508 $ 617,634 Restricted cash, current and long-term 212,515 232,797 Total $ 953,023 $ 850,431 End of period: Cash $ 643,787 $ 672,083 Restricted cash, current and long-term 308,158 283,970 Total $ 951,945 $ 956,053 |
Schedule of Cash and Restricted Cash | Cash and restricted cash consists of the following (in thousands): Nine Months Ended September 30, 2023 2022 Beginning of period: Cash $ 740,508 $ 617,634 Restricted cash, current and long-term 212,515 232,797 Total $ 953,023 $ 850,431 End of period: Cash $ 643,787 $ 672,083 Restricted cash, current and long-term 308,158 283,970 Total $ 951,945 $ 956,053 |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): September 30, 2023 December 31, 2022 Customer receivables $ 195,480 $ 218,712 Other receivables 7,462 8,924 Allowance for credit losses (14,050) (13,381) Total $ 188,892 $ 214,255 |
Schedule of Deferred Revenue | The opening balance of deferred revenue was $873.6 million as of December 31, 2021. Deferred revenue consists of the following (in thousands): September 30, 2023 December 31, 2022 Under Customer Agreements: Payments received, net $ 864,546 $ 840,771 Financing component balance 70,552 65,326 935,098 906,097 Under SREC contracts: Payments received, net 207,908 179,416 Financing component balance 11,778 10,460 219,686 189,876 Total $ 1,154,784 $ 1,095,973 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Recourse debt $ 911,830 $ 805,331 $ 898,040 $ 787,340 Senior debt 3,662,600 3,597,216 3,238,633 3,176,774 Subordinated debt 2,220,784 2,078,182 1,743,048 1,625,258 Securitization debt 3,442,330 3,066,258 2,519,428 2,169,247 Total $ 10,237,544 $ 9,546,987 $ 8,399,149 $ 7,758,619 |
Schedule of Fair Value, Financial Instruments Measured on Recurring Basis | At September 30, 2023 and December 31, 2022, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 258,923 $ — $ 258,923 Total $ — $ 258,923 $ — $ 258,923 Derivative liabilities: Interest rate swaps $ — $ 6 $ — $ 6 Total $ — $ 6 $ — $ 6 December 31, 2022 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 177,827 $ — $ 177,827 Total $ — $ 177,827 $ — $ 177,827 Derivative liabilities: Interest rate swaps $ — $ 8,247 $ — $ 8,247 Total $ — $ 8,247 $ — $ 8,247 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 594,435 $ 671,880 Work-in-process 67,366 112,024 Total $ 661,801 $ 783,904 |
Solar Energy Systems, net (Tabl
Solar Energy Systems, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Solar Energy Systems Disclosure [Abstract] | |
Schedule of Solar Energy Systems, Net | Solar energy systems, net consists of the following (in thousands): September 30, 2023 December 31, 2022 Solar energy system equipment costs $ 12,068,415 $ 10,529,852 Inverters and batteries 1,683,328 1,384,776 Total solar energy systems 13,751,743 11,914,628 Less: accumulated depreciation and amortization (2,036,742) (1,682,296) Add: construction-in-progress 813,616 756,029 Total solar energy systems, net $ 12,528,617 $ 10,988,361 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following (in thousands): September 30, 2023 December 31, 2022 Costs to obtain contracts - customer agreements $ 1,447,418 $ 1,096,346 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts (151,968) (112,968) Unbilled receivables 425,234 324,385 Allowance for credit losses on unbilled receivables (4,338) (3,322) Equity investment 186,226 186,197 Operating lease right-of-use assets 99,063 104,759 Other assets 314,260 229,640 Total $ 2,318,376 $ 1,827,518 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Accrued employee compensation $ 115,687 $ 101,621 Accrued interest 80,006 63,595 Operating lease obligations 31,637 31,307 Other accrued expenses 154,123 209,943 Total $ 381,453 $ 406,466 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of September 30, 2023, debt consisted of the following (in thousands, except percentages): September 30, 2023 December 31, 2022 Unused Borrowing Capacity (1) Weighted Average Interest Rate at September 30, 2023 (2) Weighted Average Interest Rate at December 31, 2022 (2) Contractual Interest Rate (3) Contractual Maturity Date Recourse debt Bank line of credit (4) $ 517,247 $ 505,158 $ 31,000 8.95% 6.01% SOFR +3.25% January 2025 0% Convertible Senior Notes (5) 400,000 400,000 — —% —% —% February 2026 Total recourse debt 917,247 905,158 31,000 Unamortized debt discount (5,417) (7,118) — Total recourse debt, net 911,830 898,040 31,000 Non-recourse debt (6) Senior revolving and delayed draw loans (7) 1,404,702 1,560,002 132,400 7.49% 6.49% SOFR +2.00%- 3.10% April 2025 - March 2027 Senior non-revolving loans (10) 2,257,516 1,680,444 — 6.97% 6.00% 4.66% - 6.93%; SOFR +1.75% - 2.50% April 2024 - July 2053 Subordinated revolving and delayed draw loans (7)(11) 168,400 333,800 13,100 11.85% 9.58% SOFR +3.50% - 9.10% April 2024 - March 2027 Subordinated loans (8)(9) 2,090,880 1,442,336 — 9.18% 8.76% 7.00% - 10.50%; SOFR +6.00% - 6.75% November 2025 - January 2042 Securitized loans 3,488,203 2,531,465 — 4.62% 3.87% 2.27% - 6.60% July 2045 - January 2059 Total non-recourse debt 9,409,701 7,548,047 145,500 Unamortized debt discount, net (83,987) (46,938) — Total non-recourse debt, net 9,325,714 7,501,109 145,500 Total debt, net $ 10,237,544 $ 8,399,149 $ 176,500 (1) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of September 30, 2023. (2) Reflects weighted average contractual, unhedged rates. See Note 9, Derivatives for hedge rates. (3) Ranges shown reflect fixed interest rate and rates using SOFR, as applicable. (4) The former working capital facility was terminated in January 2022 and was replaced by this syndicated working capital facility with banks has a total commitment up to $600.0 million and is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Borrowings under the Facility may be designated as Base Rate Loans or Term SOFR Loans, subject to certain terms and conditions under the Credit Agreement. Base Rate Loans accrue interest at a rate per year equal to 2.25% plus the highest of (a) the federal funds rate plus 0.50%, (b) the interest rate determined from time to time by the Administrative Agent as its prime rate and notified to the Company, (c) the Adjusted Term SOFR Rate (defined below) for a one-month interest period in effect on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00% and (d) 0.00%. Term SOFR Loans accrue interest at a rate per annum equal to (a) 3.25% plus (b) the greater of (i) 0.00% and (ii) the sum of (x) the forward-looking term rate for a period comparable to the applicable available tenor based on SOFR that is published by CME Group Benchmark Administration Ltd or a successor for the applicable interest period and (y) (1) if the applicable interest period is one month, 0.11448%, (2) if the applicable interest period is three months, 0.26161% or (c) if the applicable interest period is six months, 0.42826% (the rate pursuant to clause (b), the "Adjusted Term SOFR Rate"). This facility is subject to various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum modified interest coverage ratio, a minimum modified current ratio, a maximum modified leverage ratio, and a minimum unencumbered cash balance, in each case, tested quarterly. The Company was in compliance with all debt covenants as of September 30, 2023. (5) These convertible senior notes ("Notes") will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. The debt discount recorded on the Notes is being amortized to interest expense at an effective interest rate of 0.57%. As of September 30, 2023, $6.0 million of the debt discount was amortized to interest expense inception to date. In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (“Capped Calls”) with certain of the initial purchasers and/or their respective affiliates at a cost of approximately $28.0 million. The Capped Calls are classified as equity and were recorded to additional paid-in-capital within stockholders’ equity as of March 31, 2021. The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock. The Capped Calls are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes, as the case may be, in the event the market price per share of common stock, as measured under the Capped Calls, is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. The final components of the Capped Calls are scheduled to expire on January 29, 2026. None of the conversion criteria has been met as of September 30, 2023. (6) Certain loans under this category are part of project equity transactions. (7) Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $2.2 billion in revolver borrowings depending on the available borrowing base at the time. (8) A loan under this category with an outstanding balance of $137.0 million as of September 30, 2023 contains a put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan on November 30, 2037. (9) Loans under this category with a floating rate had a total outstanding balance of $454.3 million as of September 30, 2023. (10) As of September 30, 2023, a loan under this category had a balance of $162.4 million with a maturity date of April 2024 and is reflected in Non-recourse debt, current portion within the Consolidated Balance Sheet. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity. (11) As of September 30, 2023, a loan under this category had a balance of $122.4 million with a maturity date of April 2024 and is reflected in Non-recourse debt, current portion within the Consolidated Balance Sheet. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity. |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Offsetting Assets | As of September 30, 2023, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 170,712 $ (6) $ 170,706 $ 1,758,578 Derivatives not designated as hedging instruments 88,211 — 88,211 1,856,690 Total derivative assets $ 258,923 $ (6) $ 258,917 $ 3,615,268 Liabilities: Derivatives designated as hedging instruments $ (6) $ 6 $ — $ — Derivatives not designated as hedging instruments — — — — Total derivative liabilities $ (6) $ 6 $ — $ — Total $ 258,917 $ — $ 258,917 $ 3,615,268 (1) Comprised of 75 interest rate swaps which effectively fix the SOFR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.31% to 3.78% per annum. These swaps mature from April 30, 2024 to January 31, 2043. As of December 31, 2022, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount Assets: Derivatives designated as hedging instruments $ 133,168 $ — $ 133,168 $ 2,122,222 Derivatives not designated as hedging instruments 44,659 (4,523) 40,136 1,095,820 Total derivative assets $ 177,827 $ (4,523) $ 173,304 $ 3,218,042 Liabilities: Derivatives designated as hedging instruments (3,724) — (3,724) — Derivatives not designated as hedging instruments (4,523) 4,523 — — Total derivative liabilities $ (8,247) $ 4,523 $ (3,724) $ — Total $ 169,580 $ — $ 169,580 $ 3,218,042 |
Schedule of Offsetting Liabilities | As of September 30, 2023, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount (1) Assets: Derivatives designated as hedging instruments $ 170,712 $ (6) $ 170,706 $ 1,758,578 Derivatives not designated as hedging instruments 88,211 — 88,211 1,856,690 Total derivative assets $ 258,923 $ (6) $ 258,917 $ 3,615,268 Liabilities: Derivatives designated as hedging instruments $ (6) $ 6 $ — $ — Derivatives not designated as hedging instruments — — — — Total derivative liabilities $ (6) $ 6 $ — $ — Total $ 258,917 $ — $ 258,917 $ 3,615,268 (1) Comprised of 75 interest rate swaps which effectively fix the SOFR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 8, Indebtedness ) at 0.31% to 3.78% per annum. These swaps mature from April 30, 2024 to January 31, 2043. As of December 31, 2022, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount Assets: Derivatives designated as hedging instruments $ 133,168 $ — $ 133,168 $ 2,122,222 Derivatives not designated as hedging instruments 44,659 (4,523) 40,136 1,095,820 Total derivative assets $ 177,827 $ (4,523) $ 173,304 $ 3,218,042 Liabilities: Derivatives designated as hedging instruments (3,724) — (3,724) — Derivatives not designated as hedging instruments (4,523) 4,523 — — Total derivative liabilities $ (8,247) $ 4,523 $ (3,724) $ — Total $ 169,580 $ — $ 169,580 $ 3,218,042 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The gains on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands): Three months ended September 30, 2023 2022 Derivatives designated as cash flow hedges: Interest rate swaps $ (79,261) $ (60,900) Nine months ended September 30, 2023 2022 Derivatives designated as cash flow hedges: Interest rate swaps $ (92,306) $ (171,664) The gains (losses) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three months ended September 30, 2023 2022 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps: Gains reclassified from AOCI into income $ (10,274) $ — $ (7,887) $ — Derivatives not designated as cash flow hedges: Interest rate swaps: Gains recognized into income — (81,461) — (71,825) Total gains $ (10,274) $ (81,461) $ (7,887) $ (71,825) Nine months ended September 30, 2023 2022 Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps: (Gains) losses reclassified from AOCI into income $ (26,345) $ — $ 1,025 $ — Derivatives not designated as cash flow hedges: Interest rate swaps: Gains recognized into income — (99,133) — (192,838) Total (gains) losses $ (26,345) $ (99,133) $ 1,025 $ (192,838) |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of 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): September 30, 2023 December 31, 2022 Assets Current assets Cash $ 250,476 $ 457,005 Restricted cash 47,379 44,514 Accounts receivable, net 75,584 66,847 Inventories 264,433 193,836 Prepaid expenses and other current assets 14,043 12,698 Total current assets 651,915 774,900 Solar energy systems, net 9,942,904 8,968,835 Other assets 357,603 287,771 Total assets $ 10,952,422 $ 10,031,506 Liabilities Current liabilities Accounts payable $ 12,296 $ 36,315 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 32,698 32,051 Accrued expenses and other liabilities 32,817 32,512 Deferred revenue, current portion 50,219 49,037 Non-recourse debt, current portion 256,230 39,894 Total current liabilities 384,260 189,809 Deferred revenue, net of current portion 611,932 572,420 Non-recourse debt, net of current portion 1,254,857 1,449,513 Other liabilities 16,262 15,260 Total liabilities $ 2,267,311 $ 2,227,002 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the nine months ended September 30, 2023 (shares and aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2022 5,217 $ 16.08 5.68 $ 58,784 Granted — — Exercised (534) 6.75 Canceled (106) 30.09 Outstanding at September 30, 2023 4,577 $ 16.85 4.99 $ 14,182 Options vested and exercisable at September 30, 2023 3,764 $ 13.77 4.30 $ 13,991 |
Schedule of Activity for all Restricted Stock Units (RSUs) | The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the nine months ended September 30, 2023 (shares in thousands): Number of Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2022 4,542 $ 31.60 Granted 6,886 19.63 Issued (2,202) 27.67 Canceled / forfeited (745) 27.77 Unvested balance at September 30, 2023 8,481 $ 23.25 |
Schedule of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of customer agreements and incentives $ 2,335 $ 1,776 $ 6,224 $ 7,132 Cost of solar energy systems and product sales 1,153 1,741 4,415 6,755 Sales and marketing 14,096 10,418 43,808 48,042 Research and development 405 464 1,299 2,160 General and administration 9,734 8,431 28,480 24,613 Total $ 27,723 $ 22,830 $ 84,226 $ 88,702 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net (Loss) Income Per Share | The computation of the Company’s basic and diluted net (loss) income per share is as follows (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) income attributable to common stockholders $ (1,069,459) $ 210,560 $ (1,254,373) $ 110,356 Debt Discount Amortization — 571 — 1,692 Net (loss) income available to common stockholders $ (1,069,459) $ 211,131 $ (1,254,373) $ 112,048 Denominator: Weighted average shares used to compute net (loss) income per share attributable to common stockholders, basic 217,344 212,696 216,029 210,609 Weighted average effect of potentially dilutive shares to purchase common stock — 8,154 — 8,053 Weighted average shares used to compute net (loss) income per share attributable to common stockholders, diluted 217,344 220,850 216,029 218,662 Net (loss) income per share attributable to common stockholders Basic $ (4.92) $ 0.99 $ (5.81) $ 0.52 Diluted $ (4.92) $ 0.96 $ (5.81) $ 0.51 |
Schedule of Shares Excluded From Computation of Diluted Net (Loss) Income Per Share | The following shares were excluded from the computation of diluted net (loss) income per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 1,516 1,686 1,529 1,703 Unvested restricted stock units 8,663 1,576 6,840 3,282 Convertible Senior Notes (if converted) 3,392 3,392 2,262 3,392 Total 13,571 6,654 10,631 8,377 |
Organization (Details)
Organization (Details) | 9 Months Ended |
Sep. 30, 2023 investment_fund | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 22 years |
Number of types of investment funds used by the company | 3 |
Minimum | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 20 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Power purchase or lease agreement term | 25 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reporting_unit segment business_activity | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Number of business activities | business_activity | 1 | |||||
Number of reporting units | reporting_unit | 1 | |||||
Non-cash goodwill impairment charge | $ 1,158,000 | $ 0 | $ 1,158,000 | $ 0 | ||
Deferred revenue | 1,154,784 | 1,154,784 | $ 1,095,973 | $ 873,600 | ||
Deferred revenue, revenue recognized | 31,000 | $ 27,500 | 84,700 | $ 73,400 | ||
Contracted but not yet recognized | $ 23,600,000 | $ 23,600,000 | ||||
Revenue expected to recognize over next twelve months, percent | 5% | |||||
Revenue recognized, term, existing deferred revenue | 10 years | |||||
Customer agreement, initial term | 22 years | 22 years | ||||
Renewal term | 5 years | 5 years | ||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Customer agreement, initial term | 20 years | 20 years | ||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Customer agreement, initial term | 25 years | 25 years | ||||
Solar energy systems | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Average age | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, Major Customer [Line Items] | ||||
Total revenue | $ 563,181 | $ 631,906 | $ 1,743,223 | $ 1,712,270 |
Customer agreements and incentives | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | 316,528 | 271,211 | 865,151 | 740,789 |
Customer agreements | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | 289,678 | 234,219 | 789,256 | 656,724 |
Incentives | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | 26,850 | 36,992 | 75,895 | 84,065 |
Solar energy systems and product sales | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | 246,653 | 360,695 | 878,072 | 971,481 |
Solar energy systems | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | 135,476 | 241,697 | 566,861 | 651,010 |
Products | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenue | $ 111,177 | $ 118,998 | $ 311,211 | $ 320,471 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash | $ 643,787 | $ 740,508 | $ 672,083 | $ 617,634 |
Restricted cash, current and long-term | 308,158 | 212,515 | 283,970 | 232,797 |
Total | $ 951,945 | $ 953,023 | $ 956,053 | $ 850,431 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Customer receivables | $ 195,480 | $ 218,712 |
Other receivables | 7,462 | 8,924 |
Allowance for credit losses | (14,050) | (13,381) |
Total | $ 188,892 | $ 214,255 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 1,154,784 | $ 1,095,973 | $ 873,600 |
Under Customer Agreements: | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 935,098 | 906,097 | |
Under Customer Agreements: | Payments received, net | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 864,546 | 840,771 | |
Under Customer Agreements: | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 70,552 | 65,326 | |
Under SREC contracts: | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 219,686 | 189,876 | |
Under SREC contracts: | Payments received, net | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 207,908 | 179,416 | |
Under SREC contracts: | Financing component balance | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 11,778 | $ 10,460 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Values and Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 10,237,544 | $ 8,399,149 |
Carrying Value | Recourse debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 911,830 | 898,040 |
Carrying Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 3,662,600 | 3,238,633 |
Carrying Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 2,220,784 | 1,743,048 |
Carrying Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 3,442,330 | 2,519,428 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 9,546,987 | 7,758,619 |
Fair Value | Recourse debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 805,331 | 787,340 |
Fair Value | Senior debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 3,597,216 | 3,176,774 |
Fair Value | Subordinated debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 2,078,182 | 1,625,258 |
Fair Value | Securitization debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 3,066,258 | $ 2,169,247 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | $ 258,917 | $ 173,304 |
Derivative liabilities: | 0 | 3,724 |
Prepaid and other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 64,900 | 55,000 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 258,923 | 177,827 |
Derivative liabilities: | 6 | 8,247 |
Fair Value, Measurements, Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 258,923 | 177,827 |
Derivative liabilities: | 6 | 8,247 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 0 | 0 |
Derivative liabilities: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 0 | 0 |
Derivative liabilities: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 258,923 | 177,827 |
Derivative liabilities: | 6 | 8,247 |
Fair Value, Measurements, Recurring | Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 258,923 | 177,827 |
Derivative liabilities: | 6 | 8,247 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 0 | 0 |
Derivative liabilities: | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets: | 0 | 0 |
Derivative liabilities: | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 594,435 | $ 671,880 |
Work-in-process | 67,366 | 112,024 |
Total | $ 661,801 | $ 783,904 |
Solar Energy Systems, net (Deta
Solar Energy Systems, net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Subject to or Available for Operating Lease [Line Items] | ||
Total solar energy systems | $ 13,751,743 | $ 11,914,628 |
Less: accumulated depreciation and amortization | (2,036,742) | (1,682,296) |
Add: construction-in-progress | 813,616 | 756,029 |
Total solar energy systems, net | 12,528,617 | 10,988,361 |
Solar energy system equipment costs | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Total solar energy systems | 12,068,415 | 10,529,852 |
Inverters and batteries | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Total solar energy systems | $ 1,683,328 | $ 1,384,776 |
Solar Energy Systems, net - Add
Solar Energy Systems, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Solar Energy Systems Disclosure [Abstract] | ||||
Depreciation expense | $ 128 | $ 108.3 | $ 365.4 | $ 313.8 |
Amortization of deferred grants | $ 2 | $ 2.1 | $ 6.2 | $ 6.2 |
Other Assets - Schedule of Prep
Other Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Other Assets [Line Items] | |||||
Accumulated amortization of costs to obtain contracts | $ (151,968) | $ (151,968) | $ (112,968) | ||
Unbilled receivables | 425,234 | 425,234 | 324,385 | ||
Allowance for credit losses on unbilled receivables | (4,338) | (4,338) | (3,322) | ||
Equity investment | 186,226 | 186,226 | 186,197 | ||
Operating lease right-of-use assets | $ 99,063 | $ 99,063 | $ 104,759 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Total | Total | Total | ||
Other assets | $ 314,260 | $ 314,260 | $ 229,640 | ||
Total | 2,318,376 | 2,318,376 | 1,827,518 | ||
Amortization cost | 13,500 | $ 9,800 | 39,500 | $ 27,100 | |
Customer agreements | |||||
Other Assets [Line Items] | |||||
Costs to obtain contracts- customer agreements | 1,447,418 | 1,447,418 | 1,096,346 | ||
Incentives | |||||
Other Assets [Line Items] | |||||
Costs to obtain contracts- customer agreements | $ 2,481 | $ 2,481 | $ 2,481 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation | $ 115,687 | $ 101,621 |
Accrued interest | 80,006 | 63,595 |
Operating lease obligations | $ 31,637 | $ 31,307 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total | Total |
Other accrued expenses | $ 154,123 | $ 209,943 |
Total | $ 381,453 | $ 406,466 |
Indebtedness - Schedule of Debt
Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Total debt, net | $ 10,237,544 | $ 8,399,149 |
Unused borrowing capacity | 176,500 | |
Recourse debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 917,247 | 905,158 |
Unamortized debt discount | (5,417) | (7,118) |
Total debt, net | 911,830 | 898,040 |
Unused borrowing capacity | 31,000 | |
Recourse debt | Bank Line Of Credit | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 517,247 | $ 505,158 |
Unused borrowing capacity | $ 31,000 | |
Weighted average interest rate | 8.95% | 6.01% |
Recourse debt | Bank Line Of Credit | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.25% | |
Recourse debt | 0% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 400,000 | $ 400,000 |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 0% | 0% |
Interest rate during period | 0% | |
Non Recourse Debt | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 9,409,701 | $ 7,548,047 |
Total debt, net | 9,325,714 | 7,501,109 |
Unused borrowing capacity | 145,500 | |
Non Recourse Debt | Senior revolving and delayed draw loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 1,404,702 | $ 1,560,002 |
Unused borrowing capacity | $ 132,400 | |
Weighted average interest rate | 7.49% | 6.49% |
Non Recourse Debt | Senior revolving and delayed draw loans | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2% | |
Non Recourse Debt | Senior revolving and delayed draw loans | Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.10% | |
Non Recourse Debt | Senior non-revolving loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 2,257,516 | $ 1,680,444 |
Total debt, net | 162,400 | |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 6.97% | 6% |
Non Recourse Debt | Senior non-revolving loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 4.66% | |
Non Recourse Debt | Senior non-revolving loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6.93% | |
Non Recourse Debt | Senior non-revolving loans | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 1.75% | |
Non Recourse Debt | Senior non-revolving loans | Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.50% | |
Non Recourse Debt | Subordinated revolving and delayed draw loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 168,400 | $ 333,800 |
Total debt, net | 122,400 | |
Unused borrowing capacity | $ 13,100 | |
Weighted average interest rate | 11.85% | 9.58% |
Non Recourse Debt | Subordinated revolving and delayed draw loans | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 3.50% | |
Non Recourse Debt | Subordinated revolving and delayed draw loans | Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 9.10% | |
Non Recourse Debt | Subordinated Loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 2,090,880 | $ 1,442,336 |
Total debt, net | 137,000 | |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 9.18% | 8.76% |
Non Recourse Debt | Subordinated Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 7% | |
Non Recourse Debt | Subordinated Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 10.50% | |
Non Recourse Debt | Subordinated Loans | Secured Overnight Financing Rate (SOFR) | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6% | |
Non Recourse Debt | Subordinated Loans | Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6.75% | |
Non Recourse Debt | Subordinated Loans | Floating Rate | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 454,300 | |
Non Recourse Debt | Securitized loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 3,488,203 | $ 2,531,465 |
Unused borrowing capacity | $ 0 | |
Weighted average interest rate | 4.62% | 3.87% |
Non Recourse Debt | Securitized loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 2.27% | |
Non Recourse Debt | Securitized loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate during period | 6.60% | |
Unamortized debt discount, net | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount, net | $ (83,987) | $ (46,938) |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jan. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Debt discount amortization | $ 0 | $ 571,000 | $ 0 | $ 1,692,000 | ||
Loan outstanding balance | 10,237,544,000 | 10,237,544,000 | $ 8,399,149,000 | |||
Recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding balance | 911,830,000 | 911,830,000 | 898,040,000 | |||
Non-recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding balance | $ 9,325,714,000 | $ 9,325,714,000 | 7,501,109,000 | |||
Bank Line Of Credit | Recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 600,000,000 | |||||
Bank Line Of Credit | Recourse debt | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.25% | 2.25% | ||||
Bank Line Of Credit | Recourse debt | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.50% | 0.50% | ||||
Bank Line Of Credit | Recourse debt | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1% | 1% | ||||
2022 Credit Agreement, Base Rate Loans | Line of Credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0% | |||||
2022 Credit Agreement, SOFR Rate Loans | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.25% | 3.25% | ||||
2022 Credit Agreement, SOFR Rate Loans | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0% | |||||
2022 Credit Agreement, SOFR Rate Loans | Line of Credit | One Month, Secured Overnight Financing Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.11448% | |||||
2022 Credit Agreement, SOFR Rate Loans | Line of Credit | Three Month, Secured Overnight Financing Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.26161% | |||||
2022 Credit Agreement, SOFR Rate Loans | Line of Credit | Six Month, Secured Overnight Financing Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.42826% | |||||
Convertible Senior Notes Due 2026 | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Initial conversion rate | 0.0084807 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Conversion price (in dollars per share) | $ / shares | $ 117.91 | $ 117.91 | ||||
Debt discount amortization | $ 6,000,000 | |||||
Effective interest rate | 0.57% | 0.57% | ||||
Convertible Senior Notes Due 2026 | Convertible Debt | Capped Call | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 157.22 | $ 157.22 | ||||
Payments for capped call transaction | $ 28,000,000 | |||||
Capped call price per share (in dollars per share) | $ / shares | $ 117.91 | |||||
Number of shares covered by capped calls (in shares) | shares | 3.4 | |||||
Senior revolving and delayed draw loans | Non-recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 2,200,000,000 | |||||
Subordinated Loans | Non-recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding balance | $ 137,000,000 | $ 137,000,000 | ||||
Senior non-revolving loans | Non-recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding balance | 162,400,000 | 162,400,000 | ||||
Subordinated revolving and delayed draw loans | Non-recourse debt | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding balance | $ 122,400,000 | $ 122,400,000 |
Derivatives - Offsetting Arrang
Derivatives - Offsetting Arrangements (Details) $ in Thousands | Sep. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) |
Assets: | ||
Derivative assets, gross amounts of recognized assets | $ 258,923 | $ 177,827 |
Derivative asset, gross amounts offset | (6) | (4,523) |
Derivative assets, net amounts of assets | 258,917 | 173,304 |
Derivative asset, notional amount | 3,615,268 | 3,218,042 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | (6) | (8,247) |
Derivative liability, gross amounts offset | 6 | 4,523 |
Derivative liabilities, net amounts of liabilities | 0 | (3,724) |
Derivative liability, notional amount | 0 | 0 |
Derivative, net, gross amounts of assets/liabilities | 258,917 | 169,580 |
Derivative assets, net amounts of assets/liabilities | 258,917 | 169,580 |
Derivative, notional amount | $ 3,615,268 | 3,218,042 |
Minimum | Secured Overnight Financing Rate (SOFR) | ||
Liabilities: | ||
Interest rate | 0.31% | |
Maximum | Secured Overnight Financing Rate (SOFR) | ||
Liabilities: | ||
Interest rate | 3.78% | |
Interest rate swaps | ||
Liabilities: | ||
Number of interest rate swaps | derivative | 75 | |
Derivatives designated as hedging instruments | ||
Assets: | ||
Derivative assets, gross amounts of recognized assets | $ 170,712 | 133,168 |
Derivative asset, gross amounts offset | (6) | 0 |
Derivative assets, net amounts of assets | 170,706 | 133,168 |
Derivative asset, notional amount | 1,758,578 | 2,122,222 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | (6) | (3,724) |
Derivative liability, gross amounts offset | 6 | 0 |
Derivative liabilities, net amounts of liabilities | 0 | (3,724) |
Derivative liability, notional amount | 0 | 0 |
Derivatives not designated as hedging instruments | ||
Assets: | ||
Derivative assets, gross amounts of recognized assets | 88,211 | 44,659 |
Derivative asset, gross amounts offset | 0 | (4,523) |
Derivative assets, net amounts of assets | 88,211 | 40,136 |
Derivative asset, notional amount | 1,856,690 | 1,095,820 |
Liabilities: | ||
Derivative liability, gross amounts of liabilities | 0 | (4,523) |
Derivative liability, gross amounts offset | 0 | 4,523 |
Derivative liabilities, net amounts of liabilities | 0 | 0 |
Derivative liability, notional amount | $ 0 | $ 0 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) derivative | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) derivative | Sep. 30, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Net gain (loss) on derivatives, tax | $ 14.5 | $ 20.3 | $ 13.8 | $ 21.2 |
Additional amount to be classified as an increase to interest expense during next 12 months | $ 38.4 | $ 38.4 | ||
Derivative, undesignated, number of instruments held | derivative | 33 | 33 |
Derivatives - Derivatives Desig
Derivatives - Derivatives Designated as Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest rate swaps | Derivatives designated as hedging instruments | ||||
Derivatives designated as cash flow hedges: | ||||
Interest rate swaps | $ (79,261) | $ (60,900) | $ (92,306) | $ (171,664) |
Derivatives - (Gains) Losses on
Derivatives - (Gains) Losses on Derivatives Financial Instruments (Details) - Interest rate swaps - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest expense, net | ||||
Derivatives designated as cash flow hedges: | ||||
(Gains) losses reclassified from AOCI into income | $ (10,274) | $ (7,887) | $ (26,345) | $ 1,025 |
Derivatives not designated as cash flow hedges: | ||||
Gains recognized into income | 0 | 0 | 0 | 0 |
Total (gains) losses | (10,274) | (7,887) | (26,345) | 1,025 |
Other expense, net | ||||
Derivatives designated as cash flow hedges: | ||||
(Gains) losses reclassified from AOCI into income | 0 | 0 | 0 | 0 |
Derivatives not designated as cash flow hedges: | ||||
Gains recognized into income | (81,461) | (71,825) | (99,133) | (192,838) |
Total (gains) losses | $ (81,461) | $ (71,825) | $ (99,133) | $ (192,838) |
Pass-Through Financing Obliga_2
Pass-Through Financing Obligations (Details) $ in Thousands | Sep. 30, 2023 USD ($) fund | Dec. 31, 2022 USD ($) |
Lessor, Lease, Description [Line Items] | ||
Solar energy systems, initial term | 7 years | |
Number of fund | fund | 1 | |
Customer agreement, initial term | 22 years | |
Renewal term | 5 years | |
Solar energy systems, gross | $ 13,751,743 | $ 11,914,628 |
Depreciation on lease | 2,036,742 | 1,682,296 |
Solar Energy Systems Place In Service | ||
Lessor, Lease, Description [Line Items] | ||
Solar energy systems, gross | 695,200 | 699,500 |
Depreciation on lease | $ 186,000 | $ 167,900 |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Customer agreement, initial term | 20 years | |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Solar energy systems, initial term | 22 years | |
Customer agreement, initial term | 25 years |
VIE Arrangements - Carrying Amo
VIE Arrangements - Carrying Amounts and Classification of the VIEs' Assets and Liabilities Included in the Consolidated Balance Sheets (Details) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) investment_fund fund | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||
Current assets: | |||||
Cash | $ 643,787 | $ 740,508 | $ 672,083 | $ 617,634 | |
Restricted cash | 308,010 | 212,367 | |||
Accounts receivable, net | 188,892 | 214,255 | |||
Inventories | 661,801 | 783,904 | |||
Prepaid expenses and other current assets | 126,028 | 146,609 | |||
Total current assets | 1,928,518 | 2,097,643 | |||
Solar energy systems, net | 12,528,617 | 10,988,361 | |||
Other assets | 2,318,376 | 1,827,518 | |||
Total assets | [1] | 20,027,115 | 19,268,805 | ||
Current liabilities: | |||||
Accounts payable | 296,453 | 339,166 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 32,697 | 32,050 | |||
Accrued expenses and other liabilities | 381,453 | 406,466 | |||
Deferred revenue, current portion | 128,894 | 183,719 | |||
Non-recourse debt, current portion | 540,517 | 157,810 | |||
Total current liabilities | 1,423,268 | 1,155,451 | |||
Deferred revenue, net of current portion | 1,025,890 | 912,254 | |||
Non-recourse debt, net of current portion | 8,785,196 | 7,343,299 | |||
Other liabilities | 138,058 | 140,290 | |||
Total liabilities | [1] | $ 12,952,737 | 11,089,788 | ||
Number of types of investment funds used by the company | investment_fund | 3 | ||||
Variable Interest Entities | |||||
Current assets: | |||||
Cash | $ 250,476 | 457,005 | |||
Restricted cash | 47,379 | 44,514 | |||
Accounts receivable, net | 75,584 | 66,847 | |||
Inventories | 264,433 | 193,836 | |||
Prepaid expenses and other current assets | 14,043 | 12,698 | |||
Total current assets | 651,915 | 774,900 | |||
Solar energy systems, net | 9,942,904 | 8,968,835 | |||
Other assets | 357,603 | 287,771 | |||
Total assets | 10,952,422 | 10,031,506 | |||
Current liabilities: | |||||
Accounts payable | 12,296 | 36,315 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 32,698 | 32,051 | |||
Accrued expenses and other liabilities | 32,817 | 32,512 | |||
Deferred revenue, current portion | 50,219 | 49,037 | |||
Non-recourse debt, current portion | 256,230 | 39,894 | |||
Total current liabilities | 384,260 | 189,809 | |||
Deferred revenue, net of current portion | 611,932 | 572,420 | |||
Non-recourse debt, net of current portion | 1,254,857 | 1,449,513 | |||
Other liabilities | 16,262 | 15,260 | |||
Total liabilities | $ 2,267,311 | $ 2,227,002 | |||
Number of types of investment funds used by the company | fund | 6 | ||||
[1]The Company’s consolidated assets as of September 30, 2023 and December 31, 2022 include $10,952,422 and $10,031,506, respectively, in assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net as of September 30, 2023 and December 31, 2022 of $9,942,904 and $8,968,835, respectively; cash as of September 30, 2023 and December 31, 2022 of $250,476 and $457,005, respectively; restricted cash as of September 30, 2023 and December 31, 2022 of $47,379 and $44,514, respectively; accounts receivable, net as of September 30, 2023 and December 31, 2022 of $75,584 and $66,847, respectively; inventories as of September 30, 2023 and December 31, 2022 of $264,433 and $193,836, respectively; prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 of $14,043 and $12,698, respectively; and other assets as of September 30, 2023 and December 31, 2022 of $357,603 and $287,771, respectively. The Company’s consolidated liabilities as of September 30, 2023 and December 31, 2022 include $2,267,311 and $2,227,002, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of September 30, 2023 and December 31, 2022 of $12,296 and $36,315, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 of $32,698 and $32,051, respectively; accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 of $32,817 and $32,512, respectively; deferred revenue as of September 30, 2023 and December 31, 2022 of $662,151 and $621,457, respectively; non-recourse debt as of September 30, 2023 and December 31, 2022 of $1,511,087 and $1,489,407, respectively; and other liabilities as of September 30, 2023 and December 31, 2022 of $16,262 and $15,260, respectively. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Options | ||
Outstanding, beginning balance (in shares) | shares | 5,217 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (534) | |
Canceled (in shares) | shares | (106) | |
Outstanding, ending balance (in shares) | shares | 4,577 | 5,217 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 16.08 | |
Granted (in dollars per share) | $ / shares | 0 | |
Exercised (in dollars per share) | $ / shares | 6.75 | |
Canceled (in dollars per share) | $ / shares | 30.09 | |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 16.85 | $ 16.08 |
Weighted-average remaining contractual life, options outstanding | 4 years 11 months 26 days | 5 years 8 months 4 days |
Aggregate intrinsic value, options outstanding | $ | $ 14,182 | $ 58,784 |
Options vested and exercisable (in shares) | shares | 3,764 | |
Options vested and exercisable (in dollars per share) | $ / shares | $ 13.77 | |
Weighted-average remaining contractual life, options vested and exercisable | 4 years 3 months 18 days | |
Aggregate intrinsic value, options vested and exercisable | $ | $ 13,991 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Activity for All Restricted Stock Units ("RSUs") (Details) - Restricted Stock Units (RSUs) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Awards | |
Unvested, beginning balance (in shares) | shares | 4,542 |
Granted (in shares) | shares | 6,886 |
Issued (in shares) | shares | (2,202) |
Canceled / forfeited (in shares) | shares | (745) |
Unvested, ending balance (in shares) | shares | 8,481 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 31.60 |
Granted (in dollars per share) | $ / shares | 19.63 |
Issued (in dollars per share) | $ / shares | 27.67 |
Canceled / forfeited (in dollars per share) | $ / shares | 27.77 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 23.25 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) purchase_period $ / shares shares | Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant, number purchased (in shares) | shares | 846,943 | 846,943 | ||
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Number of warrants exercised (in shares) | shares | 47,810 | 330,329 | ||
Compensation expense recognized | $ 27,723,000 | $ 22,830,000 | $ 84,226,000 | $ 88,702,000 |
Stock-based compensation expense capitalized | 3,400,000 | 2,700,000 | 8,600,000 | 10,100,000 |
Convertible Senior Notes (if converted) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense recognized | $ 1,100,000 | $ 1,100,000 | $ 3,200,000 | $ 3,200,000 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, offering period | 24 months | |||
Number of purchase periods | purchase_period | 4 | |||
Share-based compensation arrangement by share-based payment award, purchase period | 6 months | |||
Maximum percentage in payroll deductions to acquire shares of common stock | 15% | 15% | ||
Maximum deductible fair market value of shares available for employee to purchase per calendar year | $ 25,000 | |||
Maximum number of shares available for employee to purchase per offering period (in shares) | shares | 10,000 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 27,723 | $ 22,830 | $ 84,226 | $ 88,702 |
Cost of customer agreements and incentives | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 2,335 | 1,776 | 6,224 | 7,132 |
Cost of solar energy systems and product sales | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 1,153 | 1,741 | 4,415 | 6,755 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 14,096 | 10,418 | 43,808 | 48,042 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 405 | 464 | 1,299 | 2,160 |
General and administration | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 9,734 | $ 8,431 | $ 28,480 | $ 24,613 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rates | (2.10%) | 0% | 0.50% | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Letters of credit outstanding, amount | $ 22.2 | $ 44.4 |
Required cash and cash equivalents balance | 35 | |
Purchase commitment | $ 208.2 | |
Letter of Credit | Minimum | ||
Other Commitments [Line Items] | ||
Letter of credit, fee percentage | 0.50% | 0.50% |
Letter of Credit | Maximum | ||
Other Commitments [Line Items] | ||
Letter of credit, fee percentage | 3.25% | 3.25% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net (loss) income attributable to common stockholders | $ (1,069,459) | $ 210,560 | $ (1,254,373) | $ 110,356 |
Debt Discount Amortization | 0 | 571 | 0 | 1,692 |
Net (loss) income available to common stockholders | $ (1,069,459) | $ 211,131 | $ (1,254,373) | $ 112,048 |
Denominator: | ||||
Weighted average shares used to compute net (loss) income per share attributable to common stockholders, basic (in shares) | 217,344 | 212,696 | 216,029 | 210,609 |
Weighted average effect of potentially dilutive shares to purchase common stock (in shares) | 0 | 8,154 | 0 | 8,053 |
Weighted average shares used to compute net (loss) income per share attributable to common stockholders, diluted (in shares) | 217,344 | 220,850 | 216,029 | 218,662 |
Net (loss) income per share attributable to common stockholders | ||||
Basic (in dollars per share) | $ (4.92) | $ 0.99 | $ (5.81) | $ 0.52 |
Diluted (in dollars per share) | $ (4.92) | $ 0.96 | $ (5.81) | $ 0.51 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Shares Excluded From Computation of Diluted Net (Loss) Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net (loss) income per share (in shares) | 13,571 | 6,654 | 10,631 | 8,377 |
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net (loss) income per share (in shares) | 1,516 | 1,686 | 1,529 | 1,703 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net (loss) income per share (in shares) | 8,663 | 1,576 | 6,840 | 3,282 |
Convertible Senior Notes (if converted) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net (loss) income per share (in shares) | 3,392 | 3,392 | 2,262 | 3,392 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 188,892 | $ 214,255 |
Advances to direct-sales professionals | 2,600 | 1,900 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 11,700 | $ 18,100 |