Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RUN | |
Entity Registrant Name | Sunrun Inc. | |
Entity Central Index Key | 1,469,367 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 105,444,765 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash | $ 203,791 | $ 206,364 | |
Restricted cash | 12,030 | 11,882 | |
Accounts receivable (net of allowances for doubtful accounts of $1,088 and $1,166 as of March 31, 2017 and December 31, 2016, respectively) | 54,065 | 60,258 | |
State tax credits receivable | 13,713 | ||
Inventories | 59,603 | 67,326 | |
Prepaid expenses and other current assets | 11,585 | 9,802 | |
Total current assets | 341,074 | 369,345 | |
Restricted cash | 6,117 | 6,117 | |
Solar energy systems, net | 2,790,424 | 2,629,366 | |
Property and equipment, net | 44,925 | 48,471 | |
Intangible assets, net | 17,448 | 18,499 | |
Goodwill | 87,543 | 87,543 | |
Prepaid tax asset | 378,541 | ||
Other assets | 31,497 | 34,936 | |
Total assets | [1] | 3,319,028 | 3,572,818 |
Current liabilities: | |||
Accounts payable | 65,520 | 66,018 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 10,654 | |
Accrued expenses and other liabilities | 48,675 | 59,261 | |
Deferred revenue, current portion | 74,284 | 70,849 | |
Deferred grants, current portion | 8,394 | 8,011 | |
Capital lease obligations, current portion | 9,198 | 10,015 | |
Long-term non-recourse debt, current portion | 15,797 | 14,153 | |
Lease pass-through financing obligation, current portion | 5,872 | 5,823 | |
Total current liabilities | 238,897 | 244,784 | |
Deferred revenue, net of current portion | 578,425 | 583,401 | |
Deferred grants, net of current portion | 224,217 | 226,893 | |
Capital lease obligations, net of current portion | 10,701 | 12,965 | |
Recourse debt | 247,400 | 244,000 | |
Long-term non-recourse debt, net of current portion | 686,078 | 639,870 | |
Lease pass-through financing obligation, net of current portion | 138,050 | 137,958 | |
Other liabilities | 5,646 | 5,457 | |
Deferred tax liabilities | 41,068 | 415,397 | |
Total liabilities | [1] | 2,170,482 | 2,510,725 |
Commitments and contingencies (Note 13) | |||
Redeemable noncontrolling interests | 142,012 | 137,907 | |
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of March 31, 2017 and December 31, 2016; no shares issued and outstanding as of March 31, 2017 and December 31, 2016 | |||
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of March 31, 2017 and December 31, 2016; issued and outstanding, 104,643 and 104,321 shares as of March 31, 2017 and December 31, 2016, respectively | 10 | 10 | |
Additional paid-in capital | 672,896 | 668,076 | |
Accumulated other comprehensive income | 236 | 437 | |
Retained earnings | 20,161 | 4,438 | |
Total stockholders’ equity | 693,303 | 672,961 | |
Noncontrolling interests | 313,231 | 251,225 | |
Total equity | 1,006,534 | 924,186 | |
Total liabilities, redeemable noncontrolling interests and total equity | $ 3,319,028 | $ 3,572,818 | |
[1] | The Company’s consolidated assets as of March 31, 2017 and December 31, 2016 include $2,224,280 and $2,065,232, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of March 31, 2017 and December 31, 2016 were $2,083,079 and $1,920,330, respectively; cash as of March 31, 2017 and December 31, 2016 were $114,974 and $120,728, respectively; restricted cash as of March 31, 2017 and December 31, 2016 were $1,631 and $1,680, respectively; accounts receivable, net as of March 31, 2017 and December 31, 2016 were $22,916 and $20,771, respectively; prepaid expenses and other current assets as of March 31, 2017 and December 31, 2016 were $202 and $242, respectively and other assets as of March 31, 2017 and December 31, 2016 were $1,478 and $1,481, respectively. The Company’s consolidated liabilities as of March 31, 2017 and December 31, 2016 include $638,951 and $617,011, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2017 and December 31, 2016 of $22,564 and $14,873, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2017 and December 31, 2016 of $11,157 and $10,654, respectively; accrued expenses and other liabilities as of March 31, 2017 and December 31, 2016 of $1,600 and $782, respectively; deferred revenue as of March 31, 2017 and December 31, 2016 of $433,804 and $422,685, respectively; deferred grants as of March 31, 2017 and December 31, 2016 of $108,088 and $109,034, respectively; and long-term non-recourse debt as of March 31, 2017 and December 31, 2016 of $61,738 and $58,983, respectively. |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | $ 1,088 | $ 1,166 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 104,643,000 | 104,321,000 | |
Common stock, shares outstanding | 104,643,000 | 104,321,000 | |
Total assets | [1] | $ 3,319,028 | $ 3,572,818 |
Solar energy systems, net | 2,790,424 | 2,629,366 | |
Cash | 203,791 | 206,364 | |
Restricted cash | 12,030 | 11,882 | |
Accounts receivable, net | 54,065 | 60,258 | |
Prepaid expenses and other current assets | 11,585 | 9,802 | |
Other assets | 31,497 | 34,936 | |
Total liabilities | [1] | 2,170,482 | 2,510,725 |
Accounts payable | 65,520 | 66,018 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 10,654 | |
Accrued expenses and other liabilities | 48,675 | 59,261 | |
Long-term non-recourse debt | 949,275 | 898,023 | |
Variable Interest Entities | |||
Total assets | 2,224,280 | 2,065,232 | |
Solar energy systems, net | 2,083,079 | 1,920,330 | |
Cash | 114,974 | 120,728 | |
Restricted cash | 1,631 | 1,680 | |
Accounts receivable, net | 22,916 | 20,771 | |
Prepaid expenses and other current assets | 202 | 242 | |
Other assets | 1,478 | 1,481 | |
Total liabilities | 638,951 | 617,011 | |
Accounts payable | 22,564 | 14,873 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 10,654 | |
Accrued expenses and other liabilities | 1,600 | 782 | |
Deferred revenue | 433,804 | 422,685 | |
Deferred grants | 108,088 | 109,034 | |
Long-term non-recourse debt | $ 61,738 | $ 58,983 | |
[1] | The Company’s consolidated assets as of March 31, 2017 and December 31, 2016 include $2,224,280 and $2,065,232, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of March 31, 2017 and December 31, 2016 were $2,083,079 and $1,920,330, respectively; cash as of March 31, 2017 and December 31, 2016 were $114,974 and $120,728, respectively; restricted cash as of March 31, 2017 and December 31, 2016 were $1,631 and $1,680, respectively; accounts receivable, net as of March 31, 2017 and December 31, 2016 were $22,916 and $20,771, respectively; prepaid expenses and other current assets as of March 31, 2017 and December 31, 2016 were $202 and $242, respectively and other assets as of March 31, 2017 and December 31, 2016 were $1,478 and $1,481, respectively. The Company’s consolidated liabilities as of March 31, 2017 and December 31, 2016 include $638,951 and $617,011, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2017 and December 31, 2016 of $22,564 and $14,873, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2017 and December 31, 2016 of $11,157 and $10,654, respectively; accrued expenses and other liabilities as of March 31, 2017 and December 31, 2016 of $1,600 and $782, respectively; deferred revenue as of March 31, 2017 and December 31, 2016 of $433,804 and $422,685, respectively; deferred grants as of March 31, 2017 and December 31, 2016 of $108,088 and $109,034, respectively; and long-term non-recourse debt as of March 31, 2017 and December 31, 2016 of $61,738 and $58,983, respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Operating leases and incentives | $ 48,098 | $ 34,540 |
Solar energy systems and product sales | 56,019 | 64,203 |
Total revenue | 104,117 | 98,743 |
Operating expenses: | ||
Cost of operating leases and incentives | 44,336 | 38,100 |
Cost of solar energy systems and product sales | 49,431 | 57,512 |
Sales and marketing | 31,676 | 43,188 |
Research and development | 2,996 | 2,463 |
General and administrative | 24,621 | 23,248 |
Amortization of intangible assets | 1,051 | 1,052 |
Total operating expenses | 154,111 | 165,563 |
Loss from operations | (49,994) | (66,820) |
Interest expense, net | 15,277 | 11,515 |
Other expenses (income), net | 475 | (532) |
Loss before income taxes | (65,746) | (77,803) |
Income tax expense | 7,338 | |
Net loss | (73,084) | (77,803) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (85,811) | (90,937) |
Net income available to common stockholders | $ 12,727 | $ 13,134 |
Net income per share available to common stockholders | ||
Basic | $ 0.12 | $ 0.13 |
Diluted | $ 0.12 | $ 0.13 |
Weighted average shares used to compute net income per share available to common stockholders | ||
Basic | 104,038 | 101,273 |
Diluted | 106,469 | 104,219 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income attributable to common stockholders | $ 12,727 | $ 13,134 |
Other comprehensive income: | ||
Unrealized loss on derivatives, net of income taxes | (764) | (5,798) |
Less: Interest expense on derivatives recognized into earnings, net of income taxes | (563) | (525) |
Comprehensive income | $ 12,526 | $ 7,861 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net loss | $ (73,084) | $ (77,803) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization, net of amortization of deferred grants | 31,710 | 21,596 |
Deferred income taxes | 7,337 | |
Stock-based compensation expense | 5,874 | 3,809 |
Noncash interest expense | 5,931 | 3,502 |
Interest on lease pass-through financing obligations | 2,961 | 3,002 |
Reduction in lease pass-through financing obligations | (4,546) | (4,236) |
Other noncash losses and expenses | 2,898 | 1,657 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,362 | 3,595 |
Inventories | 7,723 | (23,314) |
Prepaid and other assets | (1,441) | (4,355) |
Accounts payable | (4,357) | (10,103) |
Accrued expenses and other liabilities | (15,445) | (317) |
Deferred revenue | (1,030) | 5,572 |
Net cash used in operating activities | (29,107) | (77,395) |
Investing activities: | ||
Payments for the costs of solar energy systems, leased and to be leased | (168,149) | (164,629) |
Purchases of property and equipment | (2,610) | (5,023) |
Net cash used in investing activities | (170,759) | (169,652) |
Financing activities: | ||
Proceeds from state tax credits, net of recapture | 13,388 | 9,202 |
Proceeds from issuance of recourse debt | 57,400 | 141,000 |
Repayment of recourse debt | (54,000) | (147,000) |
Proceeds from issuance of non-recourse debt | 38,225 | 106,400 |
Repayment of non-recourse debt | (4,904) | (2,160) |
Payment of debt fees | (9,369) | |
Proceeds from lease pass-through financing obligations | 1,448 | 9,746 |
Contributions received from noncontrolling interests and redeemable noncontrolling interests | 162,565 | 154,944 |
Distributions paid to noncontrolling interests and redeemable noncontrolling interests | (12,887) | (9,986) |
(Payments) proceeds from exercises of stock options, net of withholding taxes on restricted stock units | (1,067) | 452 |
Offering costs paid related to initial public offering | (437) | |
Payment of capital lease obligations | (2,749) | (3,115) |
Change in restricted cash | (126) | 1,819 |
Net cash provided by financing activities | 197,293 | 251,496 |
Net change in cash | (2,573) | 4,449 |
Cash, beginning of period | 206,364 | 203,864 |
Cash, end of period | 203,791 | 208,313 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 9,347 | 4,681 |
Supplemental disclosures of noncash investing and financing activities | ||
Purchases of solar energy systems and property and equipment included in accounts payable and accrued expenses | 22,468 | 15,769 |
Purchases of solar energy systems included in non-recourse debt | 12,873 | |
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 7,368 |
Vehicles acquired under capital leases | $ 76 | $ 7,318 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1. Organization Sunrun Inc. (“Sunrun” or the “Company”) was originally formed in 2007 as a California limited liability company and was converted into a Delaware corporation in 2008. The Company is engaged in the design, development, installation, sale, ownership and maintenance of residential solar energy systems (“Projects”) in the United States. Sunrun acquires customers directly and through relationships with various solar and strategic partners (“Partners”). The Projects are constructed either by Sunrun or by Sunrun’s Partners and are owned by the Company. Sunrun’s customers enter into a power purchase agreement (“PPA”) or a lease (each, a “Customer Agreement”) which typically has a term of 20 years. Sunrun monitors, maintains and insures the Projects. 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) lease pass-throughs, (ii) partnership-flips and (iii) joint venture (“JV”) inverted leases. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission 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, 2016. The unaudited consolidated financial statements are prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the three months ended March 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 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 Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions, including, but not limited to, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the fair value of assets acquired and liabilities assumed in business combinations, the effective interest rate used to amortize lease pass-through financing obligations, the fair value used to value solar energy systems, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results may differ from such estimates. Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Three Months Ended March 31, 2017 2016 Operating leases $ 35,062 $ 25,327 Incentives 13,036 9,213 Operating leases and incentives 48,098 34,540 Solar energy systems 20,619 30,192 Products 35,400 34,011 Solar energy systems and product sales 56,019 64,203 Total revenue $ 104,117 $ 98,743 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, and recourse and non-recourse debt. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 Revenue from Contracts with Customers Leases In February 2016, the FASB issued ASU No. 2016-02 to replace existing lease guidance with ASC 842, Leases Leases Leases Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 3. Fair Value Measurement At March 31, 2017 and December 31, 2016, the carrying value of receivables, accounts payable, accrued expenses and distributions payable to noncontrolling interests approximates fair value due to their short-term nature. The carrying values and fair values of debt instruments are as follows (in thousands): March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Lines of credit $ 526,300 $ 526,300 $ 489,200 $ 489,200 Syndicated term loans 189,163 189,165 189,989 189,989 Bank term loans 96,258 95,450 81,307 80,542 Note payable 37,363 36,404 36,232 35,396 Solar asset-backed notes 100,191 104,599 101,295 102,869 Total $ 949,275 $ 951,918 $ 898,023 $ 897,996 At March 31, 2017 and December 31, 2016, the fair value of the Company’s lines of credit, syndicated term loans and certain bank term loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At March 31, 2017 and December 31, 2016, 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 3 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. The Company determines the fair value of its interest rate swaps using a discounted cash flow model which incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. The Company determines the fair value of its warrants issued using the Black-Scholes option-pricing model. The significant unobservable input used in the fair value measurement of the warrant liability was the expected volatility of the Company. Generally, increases (decreases) in the expected volatility of the Company would result in a directionally similar impact to the measurement of the Company’s warrants. At March 31, 2017 and December 31, 2016, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy are as follows (in thousands): March 31, 2017 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 804 $ — $ 804 Total $ — $ 804 $ — $ 804 Derivative liabilities: Warrants $ — $ — $ 27 $ 27 Total $ — $ — $ 27 $ 27 December 31, 2016 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 1,632 $ — $ 1,632 Total $ — $ 1,632 $ — $ 1,632 Derivative liabilities: Warrants $ — $ — $ 20 $ 20 Total $ — $ — $ 20 $ 20 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories Inventories consist of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials $ 56,290 $ 62,037 Work-in-process 3,313 5,289 Total $ 59,603 $ 67,326 |
Solar Energy Systems, Net
Solar Energy Systems, Net | 3 Months Ended |
Mar. 31, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, Net | Note 5. Solar Energy Systems, net Solar energy systems, net consists of the following (in thousands): March 31, 2017 December 31, 2016 Solar energy system equipment costs $ 2,637,668 $ 2,459,856 Inverters 275,267 260,011 Initial direct costs 125,980 117,587 Total solar energy systems 3,038,915 2,837,454 Less: accumulated depreciation and amortization (330,427 ) (303,305 ) Add: construction-in-progress 81,936 95,217 Total solar energy systems, net $ 2,790,424 $ 2,629,366 All solar energy systems, construction-in-progress and inverters have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $27.6 million and $20.4 million for the three months ended March 31, 2017 and 2016, respectively. The depreciation expense was reduced by the amortization of deferred grants of $2.0 million and $4.0 million for the three months ended March 31, 2017 and 2016, respectively. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | Note 6. Indebtedness As of March 31, 2017, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 247,400 $ 247,400 $ 6 Varies (1) 4.19% - 6.25% April 2018 Total recourse debt $ — $ 247,400 $ 247,400 $ 6 Non-recourse debt: Line of credit (Aggregation Facility) — 278,900 278,900 5,200 Varies (2) 3.35% - 3.54% December Term Loan A 575 145,854 146,429 5,000 LIBOR + 2.75% 3.79 % December 2021 Bank term loans due in September 2022 1,504 33,015 34,519 — LIBOR + 2.25% 3.03 % September 2022 LIBOR + 3.00% 4.03 % September 2022 Bank term loan due in April 2022 1,372 25,886 27,258 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,789 96,402 100,191 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,618 42,734 — LIBOR + 5.00% 6.04 % December 2020 and 2021 Bank term loan due in July 2021 8,441 26,040 34,481 — Varies (3) 6.55% - 10.05% July 2021 Note payable — 37,363 37,363 — 12.00% 12.00 % December 2018 Total non-recourse debt 15,797 686,078 701,875 10,200 Total debt $ 15,797 $ 933,478 $ 949,275 $ 10,206 As of December 31, 2016, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 244,000 $ 244,000 $ 3,406 Varies (1) 3.96% - 5.75% April 2018 Total recourse debt $ — $ 244,000 $ 244,000 $ 3,406 Non-recourse debt: Line of credit (Aggregation Facility) — 245,200 245,200 9,300 Varies (2) 2.93% - 3.39% December 2020 Term Loan A 616 146,387 147,003 5,000 LIBOR + 2.75% 3.64 % December 2021 Bank term loan due in September 2022 1,074 21,249 22,323 — LIBOR + 2.25% 2.86 % September 2022 Bank term loan due in April 2022 1,331 26,565 27,896 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,730 97,565 101,295 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,870 42,986 — LIBOR + 5.00% 6.00 % December 2020 December 2021 Bank term loan due in July 2021 7,286 23,802 31,088 1,032 Varies (3) 6.25% - 9.94% July 2021 Note payable — 36,232 36,232 — 12.00% 12.00 % December 2018 Total non-recourse debt 14,153 639,870 654,023 15,332 Total debt $ 14,153 $ 883,870 $ 898,023 $ 18,738 (1) Loans under the facility bear interest at LIBOR + 3.25% or the Base Rate + 2.25%. The Base Rate is the highest of the Federal Funds Rate + 0.50%, the Prime Rate, or LIBOR + 1.00%. (2) (3) Loans under the facility bear interest at LIBOR + 5.50% for contracted SRECs and LIBOR + 9.00% for uncontracted SRECs. Bank Line of Credit The Company has outstanding borrowings under a syndicated working capital facility with banks for a total commitment of up to $250.0 million. The working capital facility is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Under the terms of the working capital facility, the Company is required to meet various restrictive covenants, including meeting certain reporting requirements, such as the completion and presentation of audited consolidated financial statements. The Company is also required to maintain minimum unencumbered liquidity of at least $25.0 million in the aggregate as of the last day of each calendar month. The Company is further required to maintain a modified interest coverage ratio of 2.00 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of March 31, 2017. As of March 31, 2017, the balance under this facility was $247.4 million with a maturity date in April 2018. As of March 31, 2017, the Company’s cash balance was $203.8 million and as such, does not currently have the funds required to fully repay the debt. As this facility has a three year term, the Company has only recently started to negotiate refinancing options and plans to extend the maturity date of the facility. 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. Syndicated Credit Facilities During 2016, certain subsidiaries of the Company entered into secured credit facilities agreements, as amended, with a syndicate of banks for up to $340.0 million in committed facilities. The facilities include a $310.0 million aggregation facility (“Aggregation Facility”), a $23.0 million term loan (“Term Loan”) and a $7.0 million letter of credit facility. The facilities are non-recourse to the Company and are secured by net cash flows of certain subsidiaries from Customer Agreements, less certain operating, maintenance and other expenses which are available to the borrowers after distributions to tax equity investors. The facilities contain customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The credit facilities also contain certain provisions in the event of default which entitle lenders to take certain actions including acceleration of amounts due under the facilities. The Company was in compliance with all debt covenants as of March 31, 2017. In December 2014, subsidiaries of the Company entered into secured credit facilities agreements with a syndicate of banks for up to $195.4 million in committed facilities. These facilities include a $158.5 million senior term loan (“Term Loan A”) and a $24.0 million subordinated term loan (“Term Loan B”). In addition, the credit facilities also include a $5.0 million working capital revolver commitment and a $7.9 million senior secured revolving letter of credit facility which draws are solely for the purpose of satisfying the required debt service reserve amount if necessary. Prepayments are permitted under Term Loan A at par without premium or penalty, and under Term Loan B prepayment penalties range from 0% - 2%, depending on the timing of the prepayment. One of the Company’s subsidiaries is the borrower under the Term Loan A agreement and another of the Company’s subsidiaries is the borrower under the Term Loan B agreement. All obligations under Term Loan A, working capital revolver and letter of credit are collateralized by the subsidiary borrower’s membership interests and assets in the Company’s investment Funds. All obligations under the Term Loan B are collateralized by the membership interest in the subsidiary borrower. The credit facilities also contain certain provisions in the event of default, which entitle lenders to take actions, including acceleration of amounts due under the credit facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the credit facilities. The Company is required to maintain certain financial measurements and reporting covenants under the terms of the credit facilities. The Company was in compliance with the credit facility covenants as of March 31, 2017. Bank Term Loans As of March 2017, a subsidiary of the Company owes $12.9 million on a non-recourse loan. The loan is secured by substantially all of the assets of a subsidiary including this subsidiary’s membership interests and assets in its investment funds. The loan contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the loan. The Company was in compliance with all debt covenants as of March 31, 2017. A subsidiary of the Company has borrowings under a $35.3 million secured credit agreement, as amended. The facility is non-recourse to the Company and is secured by substantially all of the assets of the subsidiary, including its rights in and the net cash flows from the generation of contracted and uncontracted solar renewable energy credits (“SRECs”) by certain subsidiaries. The facility contains customary covenants including the requirement to provide lender reporting. The Company guarantees the delivery of SRECs on the subsidiary’s underlying contracts in the event of a delivery shortfall pursuant to the SREC contracts with counterparties. The Company does not guarantee payments of principal or interest on the loan. The credit facility also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the facilities. The Company was in compliance with all debt covenants as of March 31, 2017. In March 2016, a subsidiary of the Company entered into a $24.5 million secured, non-recourse loan agreement. The loan will be repaid through cashflows from a lease pass-through arrangement previously entered into by the Company. The loan agreement contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The loan also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the loan. The Company was in compliance with all debt covenants as of March 31, 2017. In December 2013, a subsidiary of the Company entered into an agreement for a term loan of $38.0 million. The proceeds of this term loan were distributed to the members of this subsidiary, including the Company. The loan is secured by the assets and related cash flow of this subsidiary and is non-recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of March 31, 2017. Notes Payable In December 2013, a subsidiary of the Company entered into a note purchase agreement with an investor for the issuance of senior notes in exchange for proceeds of $27.2 million. The loan proceeds were distributed to the Company for general corporate purposes. On the last business day of each quarter, commencing with March 31, 2014, to the extent the Company’s subsidiary has insufficient funds to pay the full amount of the stated interest of the outstanding loan balance, a payment-in-kind (“PIK”) interest rate of 12% is accrued and added to the outstanding balance. As of March 31, 2017 and December 31, 2016, the portion of the outstanding loan balance that related to PIK interest was $10.6 million and $9.5 million, respectively. The senior notes are secured by the assets and related cash flows of certain of the Company’s subsidiaries and are non-recourse to the Company’s other assets. The entire outstanding principal balance is payable in full on the December 2018 maturity date. The Company was in compliance with all debt covenants as of March 31, 2017. Solar Asset-Backed Notes In July 2015, the Company entered into a securitization transaction pursuant to which the Company pooled and transferred qualifying solar energy systems and related lease agreements secured by associated customer contracts (“Solar Assets”) into a special purpose entity (“Issuer”), and issued $100.0 million in aggregate principal of Solar Asset-Backed Notes, Series 2015-1, Class A, and $11.0 million in aggregate principal of Solar Asset-Backed Notes, Class B, backed by these Solar Assets to certain investors (“Notes”). The Issuer is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these assets. As of March 31, 2017 and December 31, 2016, these Solar Assets had a carrying value of $179.7 million and $181.8 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Notes were issued at a discount of 0.08%. The Company retained $7.3 million net of fees from proceeds from the Notes. In connection with the transaction, the Company modified two lease pass-through arrangements with an investor. The lease pass-through arrangements had been accounted for as a borrowing and any amounts outstanding from the arrangements were reported as lease pass-through financing obligation as further explained in Note 8, Lease Pass-Through Financing Obligations The modified lease-pass through arrangements require the majority of the cash flows generated by the Solar Assets to be passed on to the Issuer through monthly lease payments from the Fund investor. Those cash flows are used to service the monthly principal of the Notes and interest payments and satisfy the Issuer’s expenses, and any residual cash flows are retained by the Fund investor and recorded as a reduction in the remaining financing obligation. The Company recognizes revenue earned from the associated Customer Agreements in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the Solar Assets are not available to the other creditors of the Company, and the creditors of the Issuer, including the Note holders, have no recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of March 31, 2017. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 7. Derivatives Interest Rate Swaps The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive payments based on variable interest rates with the swap counterparty based on the one or three month LIBOR on the notional amounts over the life of the swaps. The interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated with these swaps is the risk of non-performance by the counterparties to the contracts. In the three months ended March 31, 2017, the hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the critical terms of the interest rate swaps match the critical terms of the underlying forecasted hedged transactions. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the Company’s statements of operations, in the period that the hedged forecasted transactions affects earnings. The Company recorded an unrealized loss of $0.8 million and $5.8 million for the three months ended March 31, 2017 and 2016, respectively, net of applicable tax expense of $0.5 million and $0.0 million, respectively. The Company recognized interest expense on derivatives into earnings of $0.6 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively, net of tax expense of $0.4 million and $0.0 million, respectively. During the next twelve months, the Company estimates that an additional $1.2 million will be reclassified as an increase to interest expense. There were no undesignated derivative instruments recorded by the Company as of March 31, 2017. At March 31, 2017, the Company had designated derivative instruments classified as derivative assets as reported in other assets of $2.3 million and derivative liabilities as reported in other liabilities of $1.5 million in the Company’s balance sheet. At December 31, 2016, the Company had designated derivative instruments classified as derivative assets as reported in other assets of $1.6 million in the Company’s balance sheet. At March 31, 2017, the Company had the following derivative instruments (in thousands, other than quantity and interest rates): Type Quantity Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Interest rate swap 1 8/31/2022 1.27% - 1.29% $ 17,036 $ 378 Interest rate swap 1 9/30/2022 2.37% $ 12,610 $ (182 ) Interest rate swaps 2 10/31/2024 2.62% - 2.69% $ 62,633 $ (671 ) Interest rate swaps 4 10/31/2028 2.17% - 2.18% $ 125,276 $ 1,084 Interest rate swap 1 9/30/2031 3.23% $ 9,905 $ (170 ) Interest rate swaps 5 7/31/2034 2.48% - 3.04% $ 144,379 $ 365 |
Lease Pass-Through Financing Ob
Lease Pass-Through Financing Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Property Subject To Or Available For Operating Lease Net [Abstract] | |
Lease Pass-Through Financing Obligations | Note 8. Lease Pass-Through Financing Obligations The Company has five ongoing transactions referred to as “lease pass-through arrangements.” Under lease pass-through arrangements, the Company leases solar energy systems to Fund investors under a master lease agreement, and these investors in turn are assigned the leases with customers. The Company receives all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to the other incentives. The Company assigns to the Fund investors the value attributable to the investment tax credit (“ITC”) and, for the duration of the master lease term, the long-term recurring customer payments. Given the assignment of the operating cash flows, these arrangements are accounted for as financing obligations. In addition, in one of the lease pass-through structures, the Company sold, as well as leased, solar energy systems to a Fund investor under a master purchase agreement. As the substantial risks and rewards in the underlying solar energy systems were retained by the Company, this arrangement was also accounted for as a financing obligation. Under these lease pass-through arrangements, wholly owned subsidiaries of the Company finance the cost of solar energy systems with investors for an initial term of 20 – 25 years. The solar energy systems are subject to Customer Agreements with an initial term not exceeding 20 years. These solar energy systems are reported under the line item solar energy systems, net in the consolidated balance sheets. As of March 31, 2017 and December 31, 2016, the cost of the solar energy systems placed in service under the lease pass-through arrangements was $494.7 million and $494.9 million, respectively. The accumulated depreciation related to these assets as of March 31, 2017 and December 31, 2016 was $55.4 million and $50.8 million, respectively. In September 2015, the Company entered into a lease pass-through arrangement and in connection with this arrangement, the Company agreed to defer a portion (up to 25%) of the amounts required to be paid upfront under the arrangement through a loan between an indirectly wholly owned subsidiary of the Company and a subsidiary of the Fund investor. The term loan agreement is for an aggregate amount up to $25.0 million. The loan is collateralized by the related cash flows assigned to the Fund investor. There is a legal right to offset the loan if an event of default has occurred. Therefore, the lease pass-through financing obligation related to this arrangement is recorded net of the loan. As of March 31, 2017 and December 31, 2016, the loan amount was $22.6 million and $23.2 million, respectively. |
VIE Arrangements
VIE Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | Note 9. VIE Arrangements The Company consolidated various VIEs at March 31, 2017 and December 31, 2016. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): March 31, 2017 December 31, 2016 Assets Current assets Cash $ 114,974 $ 120,728 Restricted cash 1,631 1,680 Accounts receivable, net 22,916 20,771 Prepaid expenses and other current assets 202 242 Total current assets 139,723 143,421 Solar energy systems, net 2,083,079 1,920,330 Other assets 1,478 1,481 Total assets $ 2,224,280 $ 2,065,232 Liabilities Current liabilities Accounts payable $ 22,564 $ 14,873 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 11,157 10,654 Accrued expenses and other liabilities 1,600 782 Deferred revenue, current portion 28,593 25,827 Deferred grants, current portion 3,641 3,644 Long-term non-recourse debt, current portion 9,813 8,616 Total current liabilities 77,368 64,396 Deferred revenue, net of current portion 405,211 396,858 Deferred grants, net of current portion 104,447 105,390 Long-term non-recourse debt, net of current portion 51,925 50,367 Total liabilities $ 638,951 $ 617,011 The Company holds a variable interest in an entity that provides the noncontrolling interest with a right to terminate the leasehold interests in all of the leased projects on the tenth anniversary of the effective date of the master lease. In this circumstance, the Company would be required to pay the noncontrolling interest an amount equal to the fair market value, as defined in the governing agreement of all leased projects as of that date. The Company holds certain variable interests in nonconsolidated VIEs established as a result of five lease pass-through Fund arrangements as further explained in Note 8, Lease Pass-Through Financing Obligations. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests and Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interests and Equity | Note 10. Redeemable Noncontrolling Interests and Equity The changes in redeemable noncontrolling interests, total stockholders’ equity and noncontrolling interests were as follows (in thousands): Redeemable Noncontrolling Interests Total Stockholders' Equity Noncontrolling Interests Total Balance − $ 137,907 $ 672,961 $ 251,225 $ 924,186 Exercise of stock options — 101 — 101 Issuance of restricted stock units, net of tax withholdings — (1,168 ) — (1,168 ) Stock based compensation — 5,887 — 5,887 Contributions from noncontrolling interests and redeemable noncontrolling interests 35,168 — 130,144 130,144 Distributions to noncontrolling interests and redeemable noncontrolling interests (3,843 ) — (9,547 ) (9,547 ) Cumulative effect of adoption of new ASUs — 2,996 — 2,996 Net income (loss) (27,220 ) 12,727 (58,591 ) (45,864 ) Other comprehensive loss, net of taxes — (201 ) — (201 ) Balance − March 31, 2017 $ 142,012 $ 693,303 $ 313,231 $ 1,006,534 The carrying value of redeemable noncontrolling interests was greater than the redemption value except for five and four Funds at March 31, 2017 and December 31, 2016, respectively, where the carrying value has been adjusted to the redemption value. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation Stock Options The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the three months ended March 31, 2017 (shares in thousands): Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Life Value Outstanding at January 1, 2017 12,897 $ 5.94 7.49 Granted 4,269 5.00 Exercised (41 ) 1.96 Cancelled / forfeited (118 ) 8.87 Outstanding at March 31, 2017 17,007 $ 5.70 7.94 $ 11,677 Options vested and exercisable at March 31, 2017 7,581 $ 5.24 6.42 $ 9,392 Restricted Stock Units The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the three months ended March 31, 2017 (shares in thousands): Weighted Average Number Grant Date of Awards Fair Value Unvested balance at January 1, 2017 4,106 $ 6.87 Granted 2,534 5.00 Issued (281 ) 5.63 Cancelled / forfeited (275 ) 5.58 Unvested balance at March 31, 2017 6,084 $ 6.20 Employee Stock Purchase Plan Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), eligible employees are offered shares bi-annually through two six month offering periods, which begin on the first trading day on or after May 15 and November 15 of each year. Employees may purchase a limited number of shares of the Company’s common stock via regular payroll deductions at a discount of 15% of the lower of the fair market value of the Company’s common stock on the first trading date of each offering period or on the exercise date. Employees may deduct up to 15% of payroll, with a cap of $25,000 of fair market value of shares in any calendar year and 2,000 shares per employee per offering period. Stock-Based Compensation Expense The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2017 2016 Cost of operating leases and incentives $ 751 $ 207 Cost of solar energy systems and product sales 114 81 Sales and marketing 1,917 1,618 Research and development 149 97 General and administration 2,943 1,806 Total $ 5,874 $ 3,809 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The income tax expense rate for the three months ended March 31, 2017 and 2016 was (11.2)% 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 allocation of losses on noncontrolling interest and redeemable noncontrolling interests, which assumes a hypothetical liquidation of these partnerships as of the reporting dates. 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. These transactions are treated as intercompany sales and any tax expense incurred related to these sales prior to fiscal year 2017 was deferred. As previously described in Note 2, Summary of Significant Accounting Policies – Recently Issued Accounting Standards, ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory The Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Uncertain Tax Positions As of March 31, 2017 and December 31, 2016, the Company had $1.5 million of unrecognized tax benefits related to an acquisition in 2015. In addition, there was $0.3 million of interest and penalties for uncertain tax positions as of March 31, 2017 and December 31, 2016. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized benefits will increase or decrease within the next 12 months. The Company is subject to taxation and files income tax returns in the United States, and various state and local jurisdictions. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns since inception are still subject to audit. Net Operating Loss Carryforwards As a result of the Company’s net operating loss carryforwards as of March 31, 2017 and December 31, 2016, the Company does not expect to pay income tax, including in connection with its income tax provision for the three months ended March 31, 2017 until the Company’s net operating losses are fully utilized. As of December 31, 2016, the Company’s federal and state net operating loss carryforwards were $571.3 million and $524.9 million, respectively. If not utilized, the federal net operating loss will begin to expire in the year 2028 and the state net operating losses will begin to expire in the year 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Letters of Credit As of March 31, 2017 and December 31, 2016, the Company had $6.4 million and $6.2 million, respectively, of unused letters of credit outstanding, which carry fees of 2.50% - 3.00%, per annum and 2.50%, per annum, respectively. Non-cancellable Operating Leases The Company leases facilities and equipment under non-cancellable operating leases. Total operating lease expenses were $3.1 million and $2.7 million for the three months ended March 31, 2017 and 2016, respectively. Certain operating leases contain rent escalation clauses, which are recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords are recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were $2.9 million as of March 31, 2017 and December 31, 2016. Capital Lease Obligations As of March 31, 2017 and December 31, 2016, capital lease obligations were $19.9 million and $23.0 million, respectively. The capital lease obligations bear interest at rates up to 10% per annum. 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. Guarantees The Company guarantees one of its investors in one of its Funds an internal rate of return, calculated on an after-tax basis, in the event that it purchases the investor’s interest or the investor sells its interest to the Company. The Company does not expect the internal rate of return to fall below the guaranteed amount; however, due to uncertainties associated with estimating the timing and amount of distributions to the investor and the possibility for and timing of the liquidation of the Fund, the Company is unable to determine the potential maximum future payments that it would have to make under this guarantee. ITC and Cash Grant Indemnification The Company is contractually committed to compensate certain investors for any losses that they may suffer in certain limited circumstances resulting from reductions in ITCs or U.S. Treasury grants. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the Internal Revenue Service (the “IRS”) or U.S. Treasury Department. At each balance sheet date, the Company assesses and recognizes, when applicable, the potential exposure from this obligation based on all the information available at that time, including any audits undertaken by the IRS. The Company believes that any payments to the investors in excess of the amount already recognized by the Company for this obligation are not probable based on the facts known as of the filing date of this Quarterly Report on Form 10-Q. The maximum potential future payments that the Company could have to make under this obligation would depend on the difference between the fair values of the solar energy systems sold or transferred to the Funds as determined by the Company and the values the IRS would determine as the fair value for the systems for purposes of claiming ITCs. ITCs are claimed based on the statutory regulations from the IRS. The Company uses fair values determined with the assistance of an independent third-party appraisal as the basis for determining the ITCs that are passed-through to and claimed by the Fund investors. Since the Company cannot determine how the IRS will evaluate system values used in claiming ITCs, the Company is unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date. Litigation The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. In July 2012, the U.S. Treasury Department and the Department of Justice (together, the “Government”) opened a civil investigation into the participation by residential solar developers in the Section 1603 grant program. The Government served subpoenas on several developers, including Sunrun, along with their investors and valuation firms. The focus of the investigation is the claimed fair market value of the solar systems the developers submitted to the Government in their grant applications. The Company has cooperated fully with the Government and plans to continue to do so. No claims have been brought against the Company. The Company is not able to estimate the ultimate outcome or a range of possible loss at this point in time. On April 13, 2016, a purported shareholder class action captioned Pytel v. Sunrun Inc., et al. Mancy v. Sunrun Inc., et al. Brown et al. v. Sunrun Inc., et al. Baker et al. v. Sunrun Inc., et al. Greenberg v. Sunrun Inc., et al. Nunez v. Sunrun Inc., et al. Steinberg v. Sunrun Inc., et al. Mancy Brown Baker, Greenberg, Nunez Steinberg Pytel On April 21, 2016, a purported shareholder class action captioned Cohen, et al. v. Sunrun Inc., et al. Cohen Pytel Mancy Brown Greenberg, Nunez, Steinberg Baker On September 26, 2016, the Baker, Brown, Cohen, Mancy, Nunez, Pytel and Steinberg Greenberg On May 3, 2017, a purported shareholder class action captioned Fink, et al. v. Sunrun Inc., et al. Hall, et al. v. Sunrun Inc., et al. Hall Fink |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14. Earnings Per Share The computation of the Company’s basic and diluted net income per share are as follows (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Numerator: Net income attributable to common stockholders $ 12,727 $ 13,134 Denominator: Weighted average shares used to compute net income per share attributable to common stockholders, basic 104,038 101,273 Weighted average effect of potentially dilutive shares to purchase common stock 2,431 2,946 Weighted average shares used to compute net income per share attributable to common stockholders, diluted 106,469 104,219 Net income per share attributable to common stockholders Basic $ 0.12 $ 0.13 Diluted $ 0.12 $ 0.13 The following shares were excluded from the computation of diluted net income per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended March 31, 2017 2016 Warrants 1,251 1,251 Outstanding stock options 13,489 8,460 Unvested restricted stock units 2,792 1,944 Total 17,532 11,655 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions An individual who previously served as one of the Company’s directors until March 2017 has direct and indirect ownership interests in Enphase Energy, Inc. (“Enphase”). For the three months ended March 31, 2017 and 2016, the Company recorded $1.4 million and $13.0 million, respectively, in purchases from Enphase and had outstanding payables to Enphase of $1.5 million and $0.4 million as of March 31, 2017 and December 31, 2016, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On May 9, 2017, a jointly-owned subsidiary of the Company and National Grid entered into an aggregate $202.0 million of senior secured credit facilities (the “Credit Agreement”) that was syndicated with various lenders. The credit facilities consisted of (i) $195.0 million delayed draw term loan facility with an initial interest rate of LIBOR + 275 basis points until April 30, 2021, stepping up to LIBOR + 300 basis points thereafter and (ii) a $7.0 million debt service reserve letter of credit facility. All facilities mature on April 30, 2024. The facilities are non-recourse to the Company and are secured by net cash flows from power purchase agreements and leases as well as the sale of RECs generated by residential solar projects, less certain operating, maintenance and other expenses which are available to the borrowers after distributions to tax equity investors. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission 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, 2016. The unaudited consolidated financial statements are prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the three months ended March 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 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 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions, including, but not limited to, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the fair value of assets acquired and liabilities assumed in business combinations, the effective interest rate used to amortize lease pass-through financing obligations, the fair value used to value solar energy systems, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results may differ from such estimates. |
Segment Information | Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Three Months Ended March 31, 2017 2016 Operating leases $ 35,062 $ 25,327 Incentives 13,036 9,213 Operating leases and incentives 48,098 34,540 Solar energy systems 20,619 30,192 Products 35,400 34,011 Solar energy systems and product sales 56,019 64,203 Total revenue $ 104,117 $ 98,743 |
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, and recourse and non-recourse debt. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 Revenue from Contracts with Customers Leases In February 2016, the FASB issued ASU No. 2016-02 to replace existing lease guidance with ASC 842, Leases Leases Leases Revenue from Contracts with Customers In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Revenue from External Customers | Revenues from external customers (including, but not limited to homeowners) for each group of similar products and services are as follows (in thousands): Three Months Ended March 31, 2017 2016 Operating leases $ 35,062 $ 25,327 Incentives 13,036 9,213 Operating leases and incentives 48,098 34,540 Solar energy systems 20,619 30,192 Products 35,400 34,011 Solar energy systems and product sales 56,019 64,203 Total revenue $ 104,117 $ 98,743 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Fair Values of Debt Instruments | The carrying values and fair values of debt instruments are as follows (in thousands): March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Lines of credit $ 526,300 $ 526,300 $ 489,200 $ 489,200 Syndicated term loans 189,163 189,165 189,989 189,989 Bank term loans 96,258 95,450 81,307 80,542 Note payable 37,363 36,404 36,232 35,396 Solar asset-backed notes 100,191 104,599 101,295 102,869 Total $ 949,275 $ 951,918 $ 898,023 $ 897,996 |
Schedule of Fair Value, Financial Instruments Measured on Recurring Basis | At March 31, 2017 and December 31, 2016, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy are as follows (in thousands): March 31, 2017 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 804 $ — $ 804 Total $ — $ 804 $ — $ 804 Derivative liabilities: Warrants $ — $ — $ 27 $ 27 Total $ — $ — $ 27 $ 27 December 31, 2016 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 1,632 $ — $ 1,632 Total $ — $ 1,632 $ — $ 1,632 Derivative liabilities: Warrants $ — $ — $ 20 $ 20 Total $ — $ — $ 20 $ 20 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials $ 56,290 $ 62,037 Work-in-process 3,313 5,289 Total $ 59,603 $ 67,326 |
Solar Energy Systems, Net (Tabl
Solar Energy Systems, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems, Net | Solar energy systems, net consists of the following (in thousands): March 31, 2017 December 31, 2016 Solar energy system equipment costs $ 2,637,668 $ 2,459,856 Inverters 275,267 260,011 Initial direct costs 125,980 117,587 Total solar energy systems 3,038,915 2,837,454 Less: accumulated depreciation and amortization (330,427 ) (303,305 ) Add: construction-in-progress 81,936 95,217 Total solar energy systems, net $ 2,790,424 $ 2,629,366 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2017, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 247,400 $ 247,400 $ 6 Varies (1) 4.19% - 6.25% April 2018 Total recourse debt $ — $ 247,400 $ 247,400 $ 6 Non-recourse debt: Line of credit (Aggregation Facility) — 278,900 278,900 5,200 Varies (2) 3.35% - 3.54% December Term Loan A 575 145,854 146,429 5,000 LIBOR + 2.75% 3.79 % December 2021 Bank term loans due in September 2022 1,504 33,015 34,519 — LIBOR + 2.25% 3.03 % September 2022 LIBOR + 3.00% 4.03 % September 2022 Bank term loan due in April 2022 1,372 25,886 27,258 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,789 96,402 100,191 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,618 42,734 — LIBOR + 5.00% 6.04 % December 2020 and 2021 Bank term loan due in July 2021 8,441 26,040 34,481 — Varies (3) 6.55% - 10.05% July 2021 Note payable — 37,363 37,363 — 12.00% 12.00 % December 2018 Total non-recourse debt 15,797 686,078 701,875 10,200 Total debt $ 15,797 $ 933,478 $ 949,275 $ 10,206 As of December 31, 2016, debt consisted of the following (in thousands, except percentages): Unused Annual Carrying Values, net of Borrowing Contractual Interest Maturity debt discount Capacity Interest Rate Rate Date Current Long Term Total Recourse debt: Bank line of credit $ — $ 244,000 $ 244,000 $ 3,406 Varies (1) 3.96% - 5.75% April 2018 Total recourse debt $ — $ 244,000 $ 244,000 $ 3,406 Non-recourse debt: Line of credit (Aggregation Facility) — 245,200 245,200 9,300 Varies (2) 2.93% - 3.39% December 2020 Term Loan A 616 146,387 147,003 5,000 LIBOR + 2.75% 3.64 % December 2021 Bank term loan due in September 2022 1,074 21,249 22,323 — LIBOR + 2.25% 2.86 % September 2022 Bank term loan due in April 2022 1,331 26,565 27,896 — 4.50% 4.50 % April 2022 Solar asset-backed notes 3,730 97,565 101,295 — 4.40% - Class A 4.40 % July 2024 5.38% - Class B 5.38 % July 2024 Term Loan and Term Loan B 116 42,870 42,986 — LIBOR + 5.00% 6.00 % December 2020 December 2021 Bank term loan due in July 2021 7,286 23,802 31,088 1,032 Varies (3) 6.25% - 9.94% July 2021 Note payable — 36,232 36,232 — 12.00% 12.00 % December 2018 Total non-recourse debt 14,153 639,870 654,023 15,332 Total debt $ 14,153 $ 883,870 $ 898,023 $ 18,738 (1) Loans under the facility bear interest at LIBOR + 3.25% or the Base Rate + 2.25%. The Base Rate is the highest of the Federal Funds Rate + 0.50%, the Prime Rate, or LIBOR + 1.00%. (2) (3) Loans under the facility bear interest at LIBOR + 5.50% for contracted SRECs and LIBOR + 9.00% for uncontracted SRECs. |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instruments | At March 31, 2017, the Company had the following derivative instruments (in thousands, other than quantity and interest rates): Type Quantity Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Interest rate swap 1 8/31/2022 1.27% - 1.29% $ 17,036 $ 378 Interest rate swap 1 9/30/2022 2.37% $ 12,610 $ (182 ) Interest rate swaps 2 10/31/2024 2.62% - 2.69% $ 62,633 $ (671 ) Interest rate swaps 4 10/31/2028 2.17% - 2.18% $ 125,276 $ 1,084 Interest rate swap 1 9/30/2031 3.23% $ 9,905 $ (170 ) Interest rate swaps 5 7/31/2034 2.48% - 3.04% $ 144,379 $ 365 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Variable Interest Entity Disclosure [Abstract] | |
Carrying Amounts and Classification of the VIEs' Assets and Liabilities Included in the Consolidated Balance Sheets | The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): March 31, 2017 December 31, 2016 Assets Current assets Cash $ 114,974 $ 120,728 Restricted cash 1,631 1,680 Accounts receivable, net 22,916 20,771 Prepaid expenses and other current assets 202 242 Total current assets 139,723 143,421 Solar energy systems, net 2,083,079 1,920,330 Other assets 1,478 1,481 Total assets $ 2,224,280 $ 2,065,232 Liabilities Current liabilities Accounts payable $ 22,564 $ 14,873 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 11,157 10,654 Accrued expenses and other liabilities 1,600 782 Deferred revenue, current portion 28,593 25,827 Deferred grants, current portion 3,641 3,644 Long-term non-recourse debt, current portion 9,813 8,616 Total current liabilities 77,368 64,396 Deferred revenue, net of current portion 405,211 396,858 Deferred grants, net of current portion 104,447 105,390 Long-term non-recourse debt, net of current portion 51,925 50,367 Total liabilities $ 638,951 $ 617,011 |
Redeemable Noncontrolling Int31
Redeemable Noncontrolling Interests and Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Changes in Redeemable Noncontrolling Interest,Total Stockholders' Equity and Noncontrolling Interests | The changes in redeemable noncontrolling interests, total stockholders’ equity and noncontrolling interests were as follows (in thousands): Redeemable Noncontrolling Interests Total Stockholders' Equity Noncontrolling Interests Total Balance − $ 137,907 $ 672,961 $ 251,225 $ 924,186 Exercise of stock options — 101 — 101 Issuance of restricted stock units, net of tax withholdings — (1,168 ) — (1,168 ) Stock based compensation — 5,887 — 5,887 Contributions from noncontrolling interests and redeemable noncontrolling interests 35,168 — 130,144 130,144 Distributions to noncontrolling interests and redeemable noncontrolling interests (3,843 ) — (9,547 ) (9,547 ) Cumulative effect of adoption of new ASUs — 2,996 — 2,996 Net income (loss) (27,220 ) 12,727 (58,591 ) (45,864 ) Other comprehensive loss, net of taxes — (201 ) — (201 ) Balance − March 31, 2017 $ 142,012 $ 693,303 $ 313,231 $ 1,006,534 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the three months ended March 31, 2017 (shares in thousands): Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Life Value Outstanding at January 1, 2017 12,897 $ 5.94 7.49 Granted 4,269 5.00 Exercised (41 ) 1.96 Cancelled / forfeited (118 ) 8.87 Outstanding at March 31, 2017 17,007 $ 5.70 7.94 $ 11,677 Options vested and exercisable at March 31, 2017 7,581 $ 5.24 6.42 $ 9,392 |
Summary of Activity for All Restricted Stock Unites ("RSUs") | The following table summarizes the activity for all restricted stock units (“RSUs”) under all of the Company’s equity incentive plans for the three months ended March 31, 2017 (shares in thousands): Weighted Average Number Grant Date of Awards Fair Value Unvested balance at January 1, 2017 4,106 $ 6.87 Granted 2,534 5.00 Issued (281 ) 5.63 Cancelled / forfeited (275 ) 5.58 Unvested balance at March 31, 2017 6,084 $ 6.20 |
Summary of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2017 2016 Cost of operating leases and incentives $ 751 $ 207 Cost of solar energy systems and product sales 114 81 Sales and marketing 1,917 1,618 Research and development 149 97 General and administration 2,943 1,806 Total $ 5,874 $ 3,809 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share | The computation of the Company’s basic and diluted net income per share are as follows (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Numerator: Net income attributable to common stockholders $ 12,727 $ 13,134 Denominator: Weighted average shares used to compute net income per share attributable to common stockholders, basic 104,038 101,273 Weighted average effect of potentially dilutive shares to purchase common stock 2,431 2,946 Weighted average shares used to compute net income per share attributable to common stockholders, diluted 106,469 104,219 Net income per share attributable to common stockholders Basic $ 0.12 $ 0.13 Diluted $ 0.12 $ 0.13 |
Schedule of Shares Excluded From Computation of Diluted Net Income Per Share | The following shares were excluded from the computation of diluted net income per share as the impact of including those shares would be anti-dilutive (in thousands): Three Months Ended March 31, 2017 2016 Warrants 1,251 1,251 Outstanding stock options 13,489 8,460 Unvested restricted stock units 2,792 1,944 Total 17,532 11,655 |
Organization - Additional Infor
Organization - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017InvestmentFund | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Power purchase or lease agreement term | 20 years |
Number of types of investment funds used by the company | 3 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)SegmentBusinessActivity | Jan. 02, 2017USD ($) | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Number of business activities | BusinessActivity | 1 | ||
Increase (decrease) in deferred tax liabilities | $ 41,068 | $ 415,397 | |
Retained earnings | $ 20,161 | $ 4,438 | |
ASU No. 2016-09 | Restatement Adjustment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Increase (decrease) in deferred tax liabilities | $ (3,300) | ||
Retained earnings | 3,300 | ||
ASU 2016-16 | Restatement Adjustment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Retained earnings | (300) | ||
Prepaid tax assets, net | 378,500 | ||
Recognized deferred tax assets | $ 378,200 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Entity Wide Revenue Major Customer [Line Items] | ||
Operating leases | $ 35,062 | $ 25,327 |
Incentives | 13,036 | 9,213 |
Operating leases and incentives | 48,098 | 34,540 |
Solar energy systems and product sales | 56,019 | 64,203 |
Total revenue | 104,117 | 98,743 |
Solar Energy Systems | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Solar energy systems and product sales | 20,619 | 30,192 |
Products | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Solar energy systems and product sales | $ 35,400 | $ 34,011 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Values and Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | $ 949,275 | $ 898,023 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 951,918 | 897,996 |
Lines of Credit | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 526,300 | 489,200 |
Lines of Credit | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 526,300 | 489,200 |
Syndicated Term Loans | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 189,163 | 189,989 |
Syndicated Term Loans | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 189,165 | 189,989 |
Bank Term Loans | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 96,258 | 81,307 |
Bank Term Loans | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 95,450 | 80,542 |
Notes Payable | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 37,363 | 36,232 |
Notes Payable | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 36,404 | 35,396 |
Solar Asset-Backed Notes | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | 100,191 | 101,295 |
Solar Asset-Backed Notes | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt Instrument, Fair Value | $ 104,599 | $ 102,869 |
Fair Value Measurement - Sche38
Fair Value Measurement - Schedule of Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 804 | $ 1,632 |
Derivative liabilities | 27 | 20 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 804 | 1,632 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 27 | 20 |
Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 804 | 1,632 |
Interest Rate Swaps | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative assets | 804 | 1,632 |
Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 27 | 20 |
Warrant | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 27 | $ 20 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 56,290 | $ 62,037 |
Work-in-process | 3,313 | 5,289 |
Total | $ 59,603 | $ 67,326 |
Solar Energy Systems, Net (Deta
Solar Energy Systems, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 3,038,915 | $ 2,837,454 |
Less: accumulated depreciation and amortization | (330,427) | (303,305) |
Add: construction-in-progress | 81,936 | 95,217 |
Total solar energy systems, net | 2,790,424 | 2,629,366 |
Solar Energy System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 2,637,668 | 2,459,856 |
Inverters | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 275,267 | 260,011 |
Initial Direct Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 125,980 | $ 117,587 |
Solar Energy Systems, Net - Add
Solar Energy Systems, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Leases [Abstract] | ||
Depreciation expense | $ 27.6 | $ 20.4 |
Amortization of deferred grants | $ 2 | $ 4 |
Indebtedness - Schedule of Debt
Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 10,206 | $ 18,738 |
Interest Rate | 4.03% | |
Maturity Date | Sep. 30, 2022 | |
Long term debt, Current | $ 15,797 | 14,153 |
Long term debt, Noncurrent | 933,478 | 883,870 |
Long term debt | $ 949,275 | $ 898,023 |
Line of Credit | Minimum | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.35% | 2.93% |
Line of Credit | Maximum | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.54% | 3.39% |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2018 | |
Bank Line of Credit | ||
Debt Instrument [Line Items] | ||
Maturity Date | Apr. 30, 2018 | |
Recourse debt, Long Term | $ 247,400 | $ 244,000 |
Recourse debt, Total | 247,400 | 244,000 |
Recourse Debt | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | 6 | 3,406 |
Long term debt, Noncurrent | 247,400 | 244,000 |
Long term debt | 247,400 | 244,000 |
Recourse Debt | Bank Line of Credit | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 6 | $ 3,406 |
Maturity Date | Apr. 30, 2018 | Apr. 30, 2018 |
Recourse Debt | Bank Line of Credit | Base Rate | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.25% | 2.25% |
Recourse Debt | Bank Line of Credit | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 3.25% | 3.25% |
Recourse Debt | Bank Line of Credit | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.19% | 3.96% |
Recourse Debt | Bank Line of Credit | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.25% | 5.75% |
Non Recourse Debt | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 10,200 | $ 15,332 |
Maturity Date | Jul. 31, 2021 | |
Long term debt, Current | $ 15,797 | 14,153 |
Long term debt, Noncurrent | 686,078 | 639,870 |
Long term debt | $ 701,875 | 654,023 |
Non Recourse Debt | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 3.00% | |
Non Recourse Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 5,200 | $ 9,300 |
Maturity Date | Dec. 31, 2020 | Dec. 31, 2020 |
Long term debt, Noncurrent | $ 278,900 | $ 245,200 |
Long term debt | $ 278,900 | $ 245,200 |
Non Recourse Debt | Line of Credit | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.50% | 2.50% |
Non Recourse Debt | Term Loan A | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 5,000 | $ 5,000 |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 |
Long term debt, Current | $ 575 | $ 616 |
Long term debt, Noncurrent | 145,854 | 146,387 |
Long term debt | $ 146,429 | $ 147,003 |
Non Recourse Debt | Term Loan A | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.79% | 3.64% |
Annual Contractual Interest Rate | 2.75% | 2.75% |
Non Recourse Debt | Term Loan and Term Loan B | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.00% | |
Maturity Date | Dec. 31, 2021 | |
Long term debt, Current | $ 116 | $ 116 |
Long term debt, Noncurrent | 42,618 | 42,870 |
Long term debt | $ 42,734 | $ 42,986 |
Non Recourse Debt | Term Loan and Term Loan B | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.04% | 6.00% |
Annual Contractual Interest Rate | 5.00% | 5.00% |
Non Recourse Debt | Bank term loan due in September 2022 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.03% | 2.86% |
Maturity Date | Sep. 30, 2022 | Sep. 30, 2022 |
Long term debt, Current | $ 1,504 | $ 1,074 |
Long term debt, Noncurrent | 33,015 | 21,249 |
Long term debt | $ 34,519 | $ 22,323 |
Non Recourse Debt | Bank term loan due in September 2022 | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.25% | 2.25% |
Non Recourse Debt | Bank term loan due in April 2022 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.50% |
Maturity Date | Apr. 30, 2022 | Apr. 30, 2022 |
Long term debt, Current | $ 1,372 | $ 1,331 |
Long term debt, Noncurrent | 25,886 | 26,565 |
Long term debt | $ 27,258 | $ 27,896 |
Non Recourse Debt | Bank term loan due in April 2022 | Basis point | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.50% |
Non Recourse Debt | Solar Asset Backed Securities Class A | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.40% | 4.40% |
Maturity Date | Jul. 31, 2024 | Jul. 31, 2024 |
Long term debt, Current | $ 3,789 | $ 3,730 |
Long term debt, Noncurrent | 96,402 | 97,565 |
Long term debt | 100,191 | 101,295 |
Non Recourse Debt | Bank term loan due in July 2021 | ||
Debt Instrument [Line Items] | ||
Unused Borrowing Capacity | $ 1,032 | |
Maturity Date | Jul. 31, 2021 | |
Long term debt, Current | 8,441 | $ 7,286 |
Long term debt, Noncurrent | 26,040 | 23,802 |
Long term debt | $ 34,481 | $ 31,088 |
Non Recourse Debt | Bank term loan due in July 2021 | Minimum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.55% | 6.25% |
Non Recourse Debt | Bank term loan due in July 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Interest Rate | 10.05% | 9.94% |
Non Recourse Debt | Notes Payable | ||
Debt Instrument [Line Items] | ||
Interest Rate | 12.00% | 12.00% |
Maturity Date | Dec. 31, 2018 | Dec. 31, 2018 |
Long term debt, Noncurrent | $ 37,363 | $ 36,232 |
Long term debt | $ 37,363 | $ 36,232 |
Non Recourse Debt | Year One | Term Loan and Term Loan B | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 31, 2020 | Dec. 31, 2020 |
Non Recourse Debt | Solar Asset Backed Securities Class B | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.38% | 5.38% |
Maturity Date | Jul. 31, 2024 | Jul. 31, 2024 |
Indebtedness - Schedule of De43
Indebtedness - Schedule of Debt (Parenthetical) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Recourse Debt | Lines of Credit | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 3.25% | 3.25% |
Recourse Debt | Lines of Credit | Base Rate | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.25% | 2.25% |
Recourse Debt | Lines of Credit | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 0.50% | 0.50% |
Recourse Debt | Lines of Credit | Prime Rate | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 1.00% | 1.00% |
Non Recourse Debt | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 3.00% | |
Non Recourse Debt | Basis point | Line of Credit | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 2.50% | 2.50% |
Debt instrument, variable rate periodic increase | 2.75% | 2.75% |
Revolving line of credit facility available period | 3 years | 3 years |
Revolving line of credit facility available period increase | 2 years | 2 years |
Secured Debt | Contracted SRECs | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 5.50% | 5.50% |
Secured Debt | Uncontracted SRECs | Basis point | ||
Debt Instrument [Line Items] | ||
Annual Contractual Interest Rate | 9.00% | 9.00% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Sep. 30, 2022 | |||||||
Cash | $ 203,791,000 | $ 206,364,000 | $ 208,313,000 | $ 203,864,000 | ||||
Interest Rate | 4.03% | |||||||
Loan outstanding balance | $ 949,275,000 | 898,023,000 | ||||||
Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of debt | 35,300,000 | |||||||
Lines of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, outstanding borrowing capacity | $ 247,400,000 | |||||||
Debt maturity date | Apr. 30, 2018 | |||||||
Debt instrument term | 3 years | |||||||
Lines of Credit | Syndicated Working Capital Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | |||||||
Minimum unencumbered liquid assets to be maintained | $ 25,000,000 | |||||||
Lines of Credit | Syndicated Working Capital Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio | 200.00% | |||||||
Syndicated Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 340,000,000 | |||||||
Syndicated Term Loans | Line Of Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 310,000,000 | |||||||
Syndicated Term Loans | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 23,000,000 | |||||||
Syndicated Term Loans | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Dec. 31, 2021 | |||||||
Maximum borrowing capacity | $ 195,400,000 | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Subordinated Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 24,000,000 | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Working Capital Revolver Commitment | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Senior Secured Revolving Letter Of Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 7,900,000 | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Minimum | Subordinated Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt prepayment penalty percentage | 0.00% | |||||||
Syndicated Term Loans | Credit Facility Agreements with Syndicate of Banks | Maximum | Subordinated Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt prepayment penalty percentage | 2.00% | |||||||
Syndicated Term Loans | Aggregation Facility | Senior Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 158,500,000 | |||||||
Secured, Non-recourse Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of debt | $ 12,900,000 | $ 24,500,000 | ||||||
Debt instrument, Description | In March 2016, a subsidiary of the Company entered into a $24.5 million secured, non-recourse loan agreement. The loan will be repaid through cashflows from a lease pass-through arrangement previously entered into by the Company. | |||||||
Bank Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of debt | $ 38,000,000 | |||||||
Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Dec. 31, 2018 | |||||||
Proceeds from issuance of senior secured notes | $ 27,200,000 | |||||||
Notes Payable | Payment-in-kind (?PIK?) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 12.00% | |||||||
Loan outstanding balance | $ 10,600,000 | 9,500,000 | ||||||
Solar Asset Backed Securities Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of debt | $ 100,000,000 | |||||||
Solar Asset Backed Securities Class B | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of debt | $ 11,000,000 | |||||||
Asset Backed Securities | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured Borrowings Assets Carrying Amount | $ 179,700,000 | $ 181,800,000 | ||||||
Debt instrument discount rate | 0.08% | |||||||
Net of fees from proceeds from debt instrument | $ 7,300,000 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivatives Fair Value [Line Items] | |||
Unrealized gain (loss) on derivatives, net of tax | $ (764) | $ (5,798) | |
Recognized interest expense on derivatives into earnings, net of tax | (563) | (525) | |
Derivative assets | 2,300 | $ 1,600 | |
Derivative liabilities | 1,500 | ||
Interest Rate Swaps | |||
Derivatives Fair Value [Line Items] | |||
Unrealized gain (loss) on derivatives, net of tax | (800) | (5,800) | |
Unrealized gain (loss) on derivatives, tax expense | 500 | 0 | |
Recognized interest expense on derivatives into earnings, net of tax | 600 | 500 | |
Recognized interest expense on derivatives into earnings, tax expense | 400 | $ 0 | |
Additional amount to be classified as an increase to interest expense during next 12 months | $ 1,200 |
Derivatives - Summary of Deriva
Derivatives - Summary of Derivative Instruments (Details) - Interest Rate Swaps $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)Instrument | |
Contract Quantity - One on Maturity 8/31/2022 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 1 |
Maturity Dates | Aug. 31, 2022 |
Notional Amount | $ 17,036 |
Fair Market Value | $ 378 |
Contract Quantity - One on Maturity 8/31/2022 | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 1.27% |
Contract Quantity - One on Maturity 8/31/2022 | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 1.29% |
Contract Quantity - One on Maturity 9/30/2022 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 1 |
Maturity Dates | Sep. 30, 2022 |
Hedge Interest Rates | 2.37% |
Notional Amount | $ 12,610 |
Fair Market Value | $ (182) |
Contract Quantity - Two | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 2 |
Maturity Dates | Oct. 31, 2024 |
Notional Amount | $ 62,633 |
Fair Market Value | $ (671) |
Contract Quantity - Two | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.62% |
Contract Quantity - Two | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.69% |
Contract Quantity - Four | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 4 |
Maturity Dates | Oct. 31, 2028 |
Notional Amount | $ 125,276 |
Fair Market Value | $ 1,084 |
Contract Quantity - Four | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.17% |
Contract Quantity - Four | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.18% |
Contract Quantity - One on Maturity 9/30/2031 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 1 |
Maturity Dates | Sep. 30, 2031 |
Hedge Interest Rates | 3.23% |
Notional Amount | $ 9,905 |
Fair Market Value | $ (170) |
Contract Quantity - Five | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Quantity | Instrument | 5 |
Maturity Dates | Jul. 31, 2034 |
Notional Amount | $ 144,379 |
Fair Market Value | $ 365 |
Contract Quantity - Five | Minimum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 2.48% |
Contract Quantity - Five | Maximum | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Hedge Interest Rates | 3.04% |
Lease Pass-Through Financing 47
Lease Pass-Through Financing Obligations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2015 | |
Property Subject To Or Available For Operating Lease [Line Items] | |||
Initial lease term | 20 years | ||
Solar energy systems, gross | $ 3,038,915 | $ 2,837,454 | |
Depreciation on lease | 330,427 | 303,305 | |
Maximum percentage to defer a portion of upfront payments | 25.00% | ||
Aggregate amount of term loan agreement | $ 25,000 | ||
Loan amount | 22,600 | 23,200 | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | |||
Property Subject To Or Available For Operating Lease [Line Items] | |||
Solar energy systems, gross | 494,700 | 494,900 | |
Depreciation on lease | $ 55,400 | $ 50,800 | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Minimum | |||
Property Subject To Or Available For Operating Lease [Line Items] | |||
Initial lease term | 20 years | ||
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Maximum | |||
Property Subject To Or Available For Operating Lease [Line Items] | |||
Initial lease term | 25 years |
VIE Arrangements - Carrying Amo
VIE Arrangements - Carrying Amounts and Classification of the VIEs' Assets and Liabilities Included in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||||
Cash | $ 203,791 | $ 206,364 | $ 208,313 | $ 203,864 | |
Restricted cash | 12,030 | 11,882 | |||
Accounts receivable, net | 54,065 | 60,258 | |||
Prepaid expenses and other current assets | 11,585 | 9,802 | |||
Total current assets | 341,074 | 369,345 | |||
Solar energy systems, net | 2,790,424 | 2,629,366 | |||
Other assets | 31,497 | 34,936 | |||
Total assets | [1] | 3,319,028 | 3,572,818 | ||
Current liabilities: | |||||
Accounts payable | 65,520 | 66,018 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 10,654 | |||
Accrued expenses and other liabilities | 48,675 | 59,261 | |||
Deferred revenue, current portion | 74,284 | 70,849 | |||
Deferred grants, current portion | 8,394 | 8,011 | |||
Long-term non-recourse debt, current portion | 15,797 | 14,153 | |||
Total current liabilities | 238,897 | 244,784 | |||
Deferred revenue, net of current portion | 578,425 | 583,401 | |||
Deferred grants, net of current portion | 224,217 | 226,893 | |||
Long-term non-recourse debt, net of current portion | 686,078 | 639,870 | |||
Total liabilities | [1] | 2,170,482 | 2,510,725 | ||
Variable Interest Entities | |||||
Current assets: | |||||
Cash | 114,974 | 120,728 | |||
Restricted cash | 1,631 | 1,680 | |||
Accounts receivable, net | 22,916 | 20,771 | |||
Prepaid expenses and other current assets | 202 | 242 | |||
Total current assets | 139,723 | 143,421 | |||
Solar energy systems, net | 2,083,079 | 1,920,330 | |||
Other assets | 1,478 | 1,481 | |||
Total assets | 2,224,280 | 2,065,232 | |||
Current liabilities: | |||||
Accounts payable | 22,564 | 14,873 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 11,157 | 10,654 | |||
Accrued expenses and other liabilities | 1,600 | 782 | |||
Deferred revenue, current portion | 28,593 | 25,827 | |||
Deferred grants, current portion | 3,641 | 3,644 | |||
Long-term non-recourse debt, current portion | 9,813 | 8,616 | |||
Total current liabilities | 77,368 | 64,396 | |||
Deferred revenue, net of current portion | 405,211 | 396,858 | |||
Deferred grants, net of current portion | 104,447 | 105,390 | |||
Long-term non-recourse debt, net of current portion | 51,925 | 50,367 | |||
Total liabilities | $ 638,951 | $ 617,011 | |||
[1] | The Company’s consolidated assets as of March 31, 2017 and December 31, 2016 include $2,224,280 and $2,065,232, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of March 31, 2017 and December 31, 2016 were $2,083,079 and $1,920,330, respectively; cash as of March 31, 2017 and December 31, 2016 were $114,974 and $120,728, respectively; restricted cash as of March 31, 2017 and December 31, 2016 were $1,631 and $1,680, respectively; accounts receivable, net as of March 31, 2017 and December 31, 2016 were $22,916 and $20,771, respectively; prepaid expenses and other current assets as of March 31, 2017 and December 31, 2016 were $202 and $242, respectively and other assets as of March 31, 2017 and December 31, 2016 were $1,478 and $1,481, respectively. The Company’s consolidated liabilities as of March 31, 2017 and December 31, 2016 include $638,951 and $617,011, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of March 31, 2017 and December 31, 2016 of $22,564 and $14,873, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of March 31, 2017 and December 31, 2016 of $11,157 and $10,654, respectively; accrued expenses and other liabilities as of March 31, 2017 and December 31, 2016 of $1,600 and $782, respectively; deferred revenue as of March 31, 2017 and December 31, 2016 of $433,804 and $422,685, respectively; deferred grants as of March 31, 2017 and December 31, 2016 of $108,088 and $109,034, respectively; and long-term non-recourse debt as of March 31, 2017 and December 31, 2016 of $61,738 and $58,983, respectively. |
Redeemable Noncontrolling Int49
Redeemable Noncontrolling Interests and Equity - Schedule of Changes in Redeemable Noncontrolling Interest,Total Stockholders' Equity and Noncontrolling Interests (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Minority Interest [Line Items] | |
Balance at beginning of period | $ 137,907 |
Balance at end of period | 142,012 |
Balance at beginning of period | 924,186 |
Exercise of stock options | 101 |
Issuance of restricted stock units, net of tax withholdings | (1,168) |
Stock based compensation | 5,887 |
Contributions from noncontrolling interests | 130,144 |
Distributions to noncontrolling interests | (9,547) |
Cumulative effect of adoption of new ASUs | 2,996 |
Net income (loss) including portion attributable to noncontrolling interest | (45,864) |
Other comprehensive loss, net of taxes | (201) |
Balance at end of period | 1,006,534 |
Redeemable Non Controlling Interests | |
Minority Interest [Line Items] | |
Balance at beginning of period | 137,907 |
Contributions from redeemable noncontrolling interests | 35,168 |
Distributions to redeemable noncontrolling interests | (3,843) |
Net income (loss) attributable to redeemable noncontrolling interests | (27,220) |
Balance at end of period | 142,012 |
Total Stockholders' Equity | |
Minority Interest [Line Items] | |
Balance at beginning of period | 672,961 |
Exercise of stock options | 101 |
Issuance of restricted stock units, net of tax withholdings | (1,168) |
Stock based compensation | 5,887 |
Cumulative effect of adoption of new ASUs | 2,996 |
Net income (loss) including portion attributable to noncontrolling interest | 12,727 |
Other comprehensive loss, net of taxes | (201) |
Balance at end of period | 693,303 |
Noncontrolling Interests | |
Minority Interest [Line Items] | |
Balance at beginning of period | 251,225 |
Contributions from noncontrolling interests | 130,144 |
Distributions to noncontrolling interests | (9,547) |
Net income (loss) including portion attributable to noncontrolling interest | (58,591) |
Balance at end of period | $ 313,231 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of stock options, Outstanding, balance | 12,897,000 | |
Number of stock options, Granted | 4,269,000 | |
Number stock options, Exercised | (41,000) | |
Number of stock options, Cancelled/Forfeited | (118,000) | |
Number of stock options, Outstanding, Balance | 17,007,000 | 12,897,000 |
Number of stock options, Options vested and exercisable | 7,581,000 | |
Weighted-average exercise price, Outstanding, Balance | $ 5.94 | |
Weighted-average exercise price, Granted | 5 | |
Weighted-average exercise price, Exercised | 1.96 | |
Weighted-average exercise price, Cancelled/Forfeited | 8.87 | |
Weighted-average exercise price, Outstanding, Balance | 5.70 | $ 5.94 |
Weighted-average exercise price, Options vested and exercisable | $ 5.24 | |
Weighted-average remaining contractual life, Options outstanding | 7 years 11 months 9 days | 7 years 5 months 27 days |
Weighted-average remaining contractual life, Options vested and exercisable | 6 years 5 months 1 day | |
Aggregate intrinsic value, Options outstanding | $ 11,677 | |
Aggregate intrinsic value, Options vested and exercisable | $ 9,392 |
Stock-Based Compensation - Su51
Stock-Based Compensation - Summary of Activity for All Restricted Stock Units ("RSUs") (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of awards, Unvested, Balance | shares | 4,106 |
Number of awards, Granted | shares | 2,534 |
Number of awards, Issued | shares | (281) |
Number of awards, Cancelled / forfeited | shares | (275) |
Number of awards, Unvested, Balance | shares | 6,084 |
Weighted-average grant date fair value, Unvested, Balance | $ / shares | $ 6.87 |
Weighted-average grant date fair value, Granted | $ / shares | 5 |
Weighted-average grant date fair value, Issued | $ / shares | 5.63 |
Weighted-average grant date fair value, Cancelled / forfeited | $ / shares | 5.58 |
Weighted-average grant date fair value, Unvested, Balance | $ / shares | $ 6.20 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - Employee Stock Purchase Plan - USD ($) | 1 Months Ended | 3 Months Ended |
Jul. 31, 2015 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum deductible fair market value of shares available for employee to purchase per calendar year | $ 25,000 | |
Maximum percentage in payroll deductions to acquire shares of common stock | 15.00% | |
Maximum number of shares available for employee to purchase per offering period | 2,000 | |
Term of offering period | Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), eligible employees are offered shares bi-annually through two six month offering periods, which begin on the first trading day on or after May 15 and November 15 of each year. |
Stock-Based Compensation - Su53
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | $ 5,874 | $ 3,809 |
Cost of Operating Leases and Incentives | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | 751 | 207 |
Cost of Solar Energy Systems and Product Sales | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | 114 | 81 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | 1,917 | 1,618 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | 149 | 97 |
General and Administration | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Compensation expense recognized | $ 2,943 | $ 1,806 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Jan. 02, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Effective income tax rates | (11.20%) | 0.00% | ||
Cumulative unrecognized federal gross windfall net operating loss carryover | $ 8,600 | |||
Cumulative unrecognized state gross windfall net operating loss carryover | 6,800 | |||
Retained earnings | $ 20,161 | 4,438 | ||
Unrecognized Tax Benefits | 1,500 | 1,500 | ||
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued | $ 300 | 300 | ||
State | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 524,900 | |||
Net operating loss carryforwards, Year of expiration | 2,024 | |||
Federal | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 571,300 | |||
Net operating loss carryforwards, Year of expiration | 2,028 | |||
ASU 2016-16 | Restatement Adjustment | ||||
Income Tax Contingency [Line Items] | ||||
Prepaid tax assets, net | $ 378,500 | |||
Recognized deferred tax assets | 378,200 | |||
Retained earnings | (300) | |||
ASU No. 2016-09 | Restatement Adjustment | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax assets | 3,300 | |||
Retained earnings | $ 3,300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Other Commitments [Line Items] | |||
Letters of credit outstanding, amount | $ 6.4 | $ 6.2 | |
Capital Lease Obligations | $ 19.9 | $ 23 | |
Lease obligation interest rates | 4.03% | ||
Non Cancellable Operating Leases Arrangements | |||
Other Commitments [Line Items] | |||
Operating lease expenses | $ 3.1 | $ 2.7 | |
Deferred rent liabilities | $ 2.9 | $ 2.9 | |
Maximum | Capital Lease Obligations | |||
Other Commitments [Line Items] | |||
Lease obligation interest rates | 10.00% | ||
Letter of Credit | |||
Other Commitments [Line Items] | |||
Letter of credit, fee percentage | 2.50% | ||
Letter of Credit | Minimum | |||
Other Commitments [Line Items] | |||
Letter of credit, fee percentage | 2.50% | ||
Letter of Credit | Maximum | |||
Other Commitments [Line Items] | |||
Letter of credit, fee percentage | 3.00% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net income attributable to common stockholders | $ 12,727 | $ 13,134 |
Denominator: | ||
Weighted average shares used to compute net income per share attributable to common stockholders, basic | 104,038 | 101,273 |
Weighted average effect of potentially dilutive shares to purchase common stock | 2,431 | 2,946 |
Weighted average shares used to compute net income per share attributable to common stockholders, diluted | 106,469 | 104,219 |
Net income per share available to common stockholders | ||
Basic | $ 0.12 | $ 0.13 |
Diluted | $ 0.12 | $ 0.13 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Shares Excluded From Computation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share | 17,532 | 11,655 |
Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share | 1,251 | 1,251 |
Outstanding Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share | 13,489 | 8,460 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net income per share | 2,792 | 1,944 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Enphase - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Purchase from related party | $ 1.4 | $ 13 | |
Outstanding payables to related party | $ 1.5 | $ 0.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | May 09, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||
Maturity Date | Sep. 30, 2022 | |
Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Maturity Date | Apr. 30, 2024 | |
Subsequent Event | Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Aggregate amount of debt | $ 202,000,000 | |
Debt instrument interest rate terms | The credit facilities consisted of (i) $195.0 million delayed draw term loan facility with an initial interest rate of LIBOR + 275 basis points until April 30, 2021, stepping up to LIBOR + 300 basis points thereafter and (ii) a $7.0 million debt service reserve letter of credit facility. All facilities mature on April 30, 2024. | |
Subsequent Event | Term Loan | Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 195,000,000 | |
Subsequent Event | Term Loan with Initial Interest Rate | Basis point | Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Annual Contractual Interest Rate | 2.75% | |
Debt instrument, variable rate description | LIBOR + 275 | |
Subsequent Event | Term Loan with Step Up Interest Rate | Basis point | Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Annual Contractual Interest Rate | 3.00% | |
Debt instrument, variable rate description | LIBOR + 300 | |
Subsequent Event | Letter of Credit | Senior Secured Credit Facilities ("Credit Agreement") | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 7,000,000 |