Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VSLR | |
Entity Registrant Name | Vivint Solar, Inc. | |
Entity Central Index Key | 1,607,716 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock Shares Outstanding | 114,762,517 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 101,755 | $ 96,586 | |
Accounts receivable, net | 29,517 | 12,658 | |
Inventories | 19,802 | 11,285 | |
Prepaid expenses and other current assets | 29,519 | 46,683 | |
Total current assets | 180,593 | 167,212 | |
Restricted cash and cash equivalents | 45,593 | 26,853 | |
Solar energy systems, net | 1,622,561 | 1,458,355 | |
Property and equipment, net | 17,040 | 23,199 | |
Intangible assets, net | 1,002 | 1,420 | |
Prepaid tax asset, net | 482,446 | 419,474 | |
Other non-current assets, net | 36,889 | 29,843 | |
TOTAL ASSETS | [1] | 2,386,124 | 2,126,356 |
Current liabilities: | |||
Accounts payable | 42,315 | 46,630 | |
Accounts payable—related party | 476 | 191 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,664 | 16,176 | |
Accrued compensation | 23,199 | 20,003 | |
Current portion of long-term debt | 13,454 | 6,252 | |
Current portion of deferred revenue | 32,283 | 19,911 | |
Current portion of capital lease obligation | 4,571 | 5,163 | |
Accrued and other current liabilities | 25,044 | 19,364 | |
Total current liabilities | 153,006 | 133,690 | |
Long-term debt, net of current portion | 882,672 | 750,728 | |
Deferred revenue, net of current portion | 33,680 | 34,379 | |
Capital lease obligation, net of current portion | 2,294 | 5,476 | |
Deferred tax liability, net | 491,834 | 395,218 | |
Other non-current liabilities | 13,999 | 10,355 | |
Total liabilities | [1] | 1,577,485 | 1,329,846 |
Commitments and contingencies (Note 17) | |||
Redeemable non-controlling interests | 127,833 | 129,676 | |
Stockholders’ equity: | |||
Common stock, $0.01 par value—1,000,000 authorized, 114,763 shares issued and outstanding as of September 30, 2017; 1,000,000 authorized, 110,245 shares issued and outstanding as of December 31, 2016 | 1,148 | 1,102 | |
Additional paid-in capital | 554,420 | 542,348 | |
Accumulated other comprehensive income | 6,027 | 7,631 | |
Retained earnings | 29,186 | 5,217 | |
Total stockholders’ equity | 590,781 | 556,298 | |
Non-controlling interests | 90,025 | 110,536 | |
Total equity | 680,806 | 666,834 | |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | $ 2,386,124 | $ 2,126,356 | |
[1] | The Company’s assets as of September 30, 2017 and December 31, 2016 include $1,479.2 million and $1,303.5 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,434.7 million and $1,273.8 million as of September 30, 2017 and December 31, 2016; cash and cash equivalents of $28.0 million and $23.2 million as of September 30, 2017 and December 31, 2016; accounts receivable, net, of $9.6 million and $4.0 million as of September 30, 2017 and December 31, 2016; other non-current assets, net of $5.8 million and $1.8 million as of September 30, 2017 and December 31, 2016; and prepaid expenses and other current assets of $1.2 million and $0.8 million as of September 30, 2017 and December 31, 2016. The Company’s liabilities as of September 30, 2017 and December 31, 2016 included $55.3 million and $64.2 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.7 million and $16.2 million as of September 30, 2017 and December 31, 2016; deferred revenue of $37.7 million and $41.7 million as of September 30, 2017 and December 31, 2016; accrued and other current liabilities of $4.5 million as of September 30, 2017 and December 31, 2016; and other non-current liabilities of $1.5 million and $1.9 million as of September 30, 2017 and December 31, 2016. For further information see Note 12—Investment Funds. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 114,763,000 | 110,245,000 | |
Common stock, shares outstanding | 114,763,000 | 110,245,000 | |
Total assets | [1] | $ 2,386,124 | $ 2,126,356 |
Solar energy systems, net | 1,622,561 | 1,458,355 | |
Cash and cash equivalents | 101,755 | 96,586 | |
Accounts receivable, net | 29,517 | 12,658 | |
Other non-current assets, net | 36,889 | 29,843 | |
Prepaid expenses and other current assets | 29,519 | 46,683 | |
Total liabilities | [1] | 1,577,485 | 1,329,846 |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,664 | 16,176 | |
Accrued and other current liabilities | 25,044 | 19,364 | |
Other non-current liabilities | 13,999 | 10,355 | |
Variable Interest Entities | |||
Total assets | 1,479,230 | 1,303,503 | |
Solar energy systems, net | 1,434,679 | 1,273,813 | |
Cash and cash equivalents | 27,983 | 23,190 | |
Accounts receivable, net | 9,575 | 3,958 | |
Other non-current assets, net | 5,814 | 1,781 | |
Prepaid expenses and other current assets | 1,179 | 761 | |
Total liabilities | 55,286 | 64,193 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,664 | 16,176 | |
Deferred revenue | 37,700 | 41,700 | |
Accrued and other current liabilities | 4,456 | 4,458 | |
Other non-current liabilities | $ 1,455 | $ 1,875 | |
[1] | The Company’s assets as of September 30, 2017 and December 31, 2016 include $1,479.2 million and $1,303.5 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,434.7 million and $1,273.8 million as of September 30, 2017 and December 31, 2016; cash and cash equivalents of $28.0 million and $23.2 million as of September 30, 2017 and December 31, 2016; accounts receivable, net, of $9.6 million and $4.0 million as of September 30, 2017 and December 31, 2016; other non-current assets, net of $5.8 million and $1.8 million as of September 30, 2017 and December 31, 2016; and prepaid expenses and other current assets of $1.2 million and $0.8 million as of September 30, 2017 and December 31, 2016. The Company’s liabilities as of September 30, 2017 and December 31, 2016 included $55.3 million and $64.2 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.7 million and $16.2 million as of September 30, 2017 and December 31, 2016; deferred revenue of $37.7 million and $41.7 million as of September 30, 2017 and December 31, 2016; accrued and other current liabilities of $4.5 million as of September 30, 2017 and December 31, 2016; and other non-current liabilities of $1.5 million and $1.9 million as of September 30, 2017 and December 31, 2016. For further information see Note 12—Investment Funds. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Operating leases and incentives | $ 45,909 | $ 33,394 | $ 119,711 | $ 80,033 |
Solar energy system and product sales | 29,230 | 7,868 | 81,537 | 13,363 |
Total revenue | 75,139 | 41,262 | 201,248 | 93,396 |
Operating expenses: | ||||
Cost of revenue—operating leases and incentives | 34,731 | 39,268 | 103,564 | 115,566 |
Cost of revenue—solar energy system and product sales | 22,168 | 6,468 | 63,664 | 10,606 |
Sales and marketing | 9,808 | 8,617 | 28,037 | 32,078 |
Research and development | 896 | 842 | 2,687 | 2,218 |
General and administrative | 19,379 | 19,022 | 60,259 | 60,006 |
Amortization of intangible assets | 139 | 342 | 418 | 762 |
Impairment of goodwill | 36,601 | |||
Total operating expenses | 87,121 | 74,559 | 258,629 | 257,837 |
Loss from operations | (11,982) | (33,297) | (57,381) | (164,441) |
Interest expense | 16,148 | 9,361 | 47,707 | 22,539 |
Other expense (income), net | 195 | (434) | 1,186 | (95) |
Loss before income taxes | (28,325) | (42,224) | (106,274) | (186,885) |
Income tax expense (benefit) | 9,375 | (2,959) | 23,932 | 10,245 |
Net loss | (37,700) | (39,265) | (130,206) | (197,130) |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | (44,605) | (55,961) | (155,383) | (194,978) |
Net income available (loss attributable) to common stockholders | $ 6,905 | $ 16,696 | $ 25,177 | $ (2,152) |
Net income available (loss attributable) per share to common stockholders: | ||||
Basic | $ 0.06 | $ 0.15 | $ 0.22 | $ (0.02) |
Diluted | $ 0.06 | $ 0.15 | $ 0.21 | $ (0.02) |
Weighted-average shares used in computing net income available (loss attributable) per share to common stockholders: | ||||
Basic | 114,505 | 108,692 | 112,554 | 107,516 |
Diluted | 119,465 | 113,344 | 117,825 | 107,516 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income available (loss attributable) to common stockholders | $ 6,905 | $ 16,696 | $ 25,177 | $ (2,152) |
Other comprehensive (loss) income: | ||||
Unrealized losses on cash flow hedging instruments (net of tax effect of $(331), $286, $(1,076) and $286) | (497) | 429 | (1,612) | 429 |
Less: Interest expense on derivatives recognized into earnings (net of tax effect of $62, $0, $5, and $0) | 94 | 8 | ||
Total other comprehensive (loss) income | (403) | 429 | (1,604) | 429 |
Comprehensive income (loss) | $ 6,502 | $ 17,125 | $ 23,573 | $ (1,723) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Unrealized losses on cash flow hedging instruments, tax | $ (331) | $ 286 | $ (1,076) | $ 286 |
Interest expense on derivatives recognized into earnings, tax | $ 62 | $ 0 | $ 5 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (130,206) | $ (197,130) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 44,671 | 32,376 |
Amortization of intangible assets | 418 | 762 |
Impairment of goodwill | 36,601 | |
Deferred income taxes | 98,493 | 124,912 |
Stock-based compensation | 9,501 | 6,145 |
Loss on solar energy systems and property and equipment | 5,024 | 4,576 |
Non-cash interest and other expense | 7,355 | 4,963 |
Reduction in lease pass-through financing obligation | (3,545) | (3,279) |
Losses (gains) on interest rate swaps | 1,193 | (258) |
Excess tax detriment from stock-based compensation | (1,280) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (16,859) | (8,444) |
Inventories | (8,517) | (5,891) |
Prepaid expenses and other current assets | 16,289 | 98 |
Prepaid tax asset, net | (62,972) | (122,313) |
Other non-current assets, net | (5,921) | (4,255) |
Accounts payable | 874 | 664 |
Accounts payable—related party | 120 | (1,480) |
Accrued compensation | 1,500 | 8,334 |
Deferred revenue | 11,673 | 3,396 |
Accrued and other liabilities | 6,235 | (2,377) |
Net cash used in operating activities | (24,674) | (123,880) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for the cost of solar energy systems | (211,225) | (318,273) |
Payments for property and equipment | (672) | (2,697) |
Proceeds from disposals of solar energy systems and property and equipment | 1,952 | 693 |
Change in restricted cash and cash equivalents | (18,740) | (8,434) |
Proceeds from state tax credits | 2,216 | |
Purchase of intangible assets | (291) | |
Net cash used in investing activities | (226,469) | (329,002) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 162,291 | 237,148 |
Distributions paid to non-controlling interests and redeemable non-controlling interests | (33,774) | (22,230) |
Proceeds from long-term debt | 306,750 | 500,257 |
Payments on long-term debt | (164,935) | (224,400) |
Payments for debt issuance and deferred offering costs | (13,677) | (16,774) |
Proceeds from lease pass-through financing obligation | 2,467 | 1,417 |
Principal payments on capital lease obligations | (3,413) | (4,357) |
Proceeds from issuance of common stock | 603 | 2,645 |
Net cash provided by financing activities | 256,312 | 473,706 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 5,169 | 20,824 |
CASH AND CASH EQUIVALENTS—Beginning of period | 96,586 | 92,213 |
CASH AND CASH EQUIVALENTS—End of period | 101,755 | 113,037 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued distributions to non-controlling interests and redeemable non-controlling interests | (4,512) | 5,092 |
Change in fair value of interest rate swaps | (3,868) | 973 |
Costs of solar energy systems included in changes in accounts payable, accounts payable—related party, accrued compensation and accrued and other liabilities | (1,901) | 503 |
Vehicles acquired under capital leases | 715 | 1,868 |
Sale-leaseback of property under build-to-suit agreements | (28,456) | |
Costs of lessor-financed tenant improvements | 7,850 | |
Property acquired under build-to-suit agreements | 2,896 | |
Solar energy system sales | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Receivable for state tax credits recorded as a reduction to solar energy system costs | $ 82 | $ 1,364 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1 . Organization Vivint Solar, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company primarily offers solar energy to residential customers through long-term customer contracts, such as power purchase agreements (“PPAs”) and legal-form leases (“Solar Leases”). The Company also offers its customers the option to purchase solar energy systems (“System Sales”) through third-party loan offerings or a cash purchase. The Company enters into customer contracts primarily through a sales organization that uses a direct-to-home sales model. The long-term customer contracts under PPAs and Solar Leases are typically for 20 years and require the customer to make monthly payments to the Company. The Company has formed various investment funds and entered into long-term debt facilities to monetize the recurring customer payments under its long-term customer contracts and the investment tax credits, accelerated tax depreciation and other incentives associated with residential solar energy systems. The Company uses the cash received from the investment funds, long-term debt facilities and cash generated from operations, including System Sales, to finance a portion of the Company’s variable and fixed costs associated with installing solar energy systems. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2 . Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“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 dated as of March 16, 2017. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 or for any other interim period or other future year. The unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. All of these determinations involve significant management judgments and estimates. The Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information, see Note 12—Investment Funds. Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s principles of consolidation; U.S. federal investment tax credits (“ITCs”); revenue recognition; solar energy systems, net; the impairment analysis of long-lived assets; stock-based compensation; the provision for income taxes; the valuation of derivative financial instruments; the recognition and measurement of loss contingencies; and non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. Stock-Based Compensation Effective January 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-09, which simplifies several aspects of the accounting for share-based payment transactions. The resulting changes were as follows: • All excess tax benefits and tax deficiencies resulting from stock-based compensation are now recognized as income tax expense or benefit in the condensed consolidated income statements, and excess tax benefits are now recognized regardless of whether the benefit reduces taxes payable in the current period; • Excess tax benefits are now classified along with other tax cash flows as an operating activity on the condensed consolidated statements of cash flows; • The Company elected to recognize forfeitures as they occur beginning on January 1, 2017; • The Company may withhold up to the maximum statutory tax rate for each employee without triggering liability accounting; and • Cash paid by the Company when directly withholding shares for tax withholding purposes is now classified as a financing activity on the condensed consolidated statements of cash flows. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements and forfeitures were adopted using a modified retrospective transition method by means of a cumulative-effect adjustment, resulting in a net $1.2 million reduction to retained earnings as of January 1, 2017. Amendments related to the presentation of employee taxes paid on the statements of cash flows when an employer withholds shares for tax withholding purposes was adopted using the retrospective method, but had no impact on prior periods. Amendments related to the recognition of excess tax benefits and tax deficiencies in the condensed consolidated income statements and the presentation of excess tax benefits on the condensed consolidated statements of cash flows were adopted prospectively. No prior periods were adjusted. In the second quarter of 2017, the Company adopted ASU 2017-09, which clarifies when changes to equity awards require the use of modification accounting guidance. This update clarifies that if the fair value, vesting conditions and classification of an award remain the same after modification, then modification accounting is not required. This guidance was adopted prospectively and no prior periods were adjusted. The adoption of this ASU had no material effect on the condensed consolidated financial statements. Inventory Effective January 1, 2017, the Company adopted ASU 2015-11, which simplifies the measurement of inventory by changing the measurement principle for inventories valued under the first-in, first-out (“FIFO”) or weighted-average methods from the lower of cost or market to the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this ASU prospectively and no prior periods were adjusted. The adoption of this ASU had no material effect on the condensed consolidated financial statements. Liquidity In order to grow, the Company requires cash to finance the deployment of solar energy systems. As of the date of this filing, the Company will require additional sources of cash beyond current cash balances, and currently available financing facilities to fund long-term planned growth. If the Company is unable to secure additional financing when needed, or upon desirable terms, the Company may be unable to finance installation of customers’ systems in a manner consistent with past performance, cost of capital could increase, or the Company may be required to significantly reduce the scope of operations, any of which would have a material adverse effect on its business, financial condition, results of operations and prospects. While the Company believes additional financing is available and will continue to be available to support current levels of operations, the Company believes it has the ability and intent to reduce operations to the level of available financial resources for at least the next 12 months from the date of this report, if necessary. Recent Accounting Pronouncements New Revenue Guidance From March 2016 through December 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-20, ASU 2016-12, ASU 2016-11, ASU 2016-10 and ASU 2016-08. These updates all clarify aspects of the guidance in ASU 2014-09, Revenue from Contracts with Customers . Under the current accounting guidance, the Company accounts for PPAs and Solar Leases as operating leases. The Company has determined that these agreements do not meet the definition of a lease under ASC 842, Leases, Leases. The Company has evaluated the accounting for incremental costs of obtaining a contract, which under current accounting policies are capitalized as initial direct costs and amortized over the lease term. The Company has preliminarily concluded that it will continue to capitalize the costs of obtaining a PPA, Solar Lease or System Sale contract, which are primarily comprised of sales commissions. For PPA and Solar Lease contracts, the amortization period will remain the life of the related contract, which is 20 years. For System Sales, the capitalized costs of obtaining a contract will continue to be recognized when the related solar energy system is interconnected to the local power grid and granted permission to operate. This will result in minimal changes to the Company’s condensed consolidated financial statements. The Company has analyzed the impact of Topic 606 on System Sales, photovoltaic installation and software products, and has preliminarily concluded that it will not have a material impact on the condensed consolidated financial statements. The Company has assessed the impact of Topic 606 as it relates to the sales of ITCs through its lease pass-through fund arrangement. The Company has preliminarily concluded that revenue related to the sale of ITCs through its lease pass-through arrangement will be recognized when the related solar energy systems are placed in service. Currently, the Company recognizes this revenue evenly over the five-year ITC recapture period. This earlier recognition of the ITC lease pass-through revenue is anticipated to be material to fiscal 2016 and could increase the revenue recognized in fiscal 2016 by approximately $12 million and will reduce revenue in fiscal 2017 by approximately $5 million. New Lease Guidance In February 2016, the FASB issued ASU 2016-02, Leases Leases Other Recent Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update makes targeted improvements to accounting for hedge activities by easing certain documentation and assessment requirements and eliminating the requirement to separately measure and report hedge ineffectiveness. This update is effective for annual periods beginning after December 15, 2018 for public business entities and early adoption is permitted. The amendments in this update should be applied using a modified retrospective transition method by recording a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating this update but currently does not anticipate it will have a material impact on its condensed consolidated financial statements and related disclosures. The Company plans to early adopt the new standard effective January 1, 2018. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3 . Fair Value Measurements The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 12,283 $ — $ 12,283 Financial Liabilities Interest rate swaps $ — $ 1,834 $ — $ 1,834 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 14,317 $ — $ 14,317 Time deposits — 100 — 100 Total financial assets $ — $ 14,417 $ — $ 14,417 The interest rate swaps (Level 2) were valued using a discounted cash flow model which incorporates an assessment of the risk of non-performance by the interest rate swap counterparties and the Company. The valuation model uses various observable inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. Time deposits (Level 2) approximate fair value due to their short-term nature (30 days) and, upon renewal, the interest rate is adjusted based on current market rates. The Company did not realize gains or losses related to financial assets for any of the periods presented. The carrying values and fair values of the Company’s long-term debt were as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 710,918 $ 710,918 $ 771,852 $ 771,852 Fixed-rate long-term debt 202,749 241,314 — — Total $ 913,667 $ 952,232 $ 771,852 $ 771,852 The Company’s outstanding principal balance of long-term debt is carried at cost. The Company estimated the fair values of its floating-rate debt facilities to approximate their carrying values as interest accrues at floating rates based on market rates. The Company’s fixed-rate debt facilities (Level 2) were valued using quoted prices for corporate debt with similar terms. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 4 . Inventories Inventories consisted of the following (in thousands): September 30, December 31, 2017 2016 Solar energy systems held for sale $ 19,097 $ 10,540 Photovoltaic installation devices and software products 705 745 Total inventories $ 19,802 $ 11,285 Solar energy systems held for sale are solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Solar energy systems held for sale are stated at the lower of cost, on a FIFO basis, or net realizable value. Photovoltaic installation devices and software products are stated at the lower of cost, on an average cost basis, or net realizable value. |
Solar Energy Systems
Solar Energy Systems | 9 Months Ended |
Sep. 30, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | 5 . Solar Energy Systems Solar energy systems, net consisted of the following (in thousands): September 30, December 31, 2017 2016 System equipment costs $ 1,392,886 $ 1,238,968 Initial direct costs related to solar energy systems 318,658 261,318 1,711,544 1,500,286 Less: Accumulated depreciation and amortization (114,728 ) (73,793 ) 1,596,816 1,426,493 Solar energy system inventory 25,745 31,862 Solar energy systems, net $ 1,622,561 $ 1,458,355 Solar energy system inventory represents the solar components and materials used in the installation of solar energy systems prior to being installed on customers’ roofs. As such, no depreciation is recorded related to this line item. The Company recorded depreciation and amortization expense related to solar energy systems of $14.5 million and $11.1 million for the three months ended September 30, 2017 and 2016. The Company recorded depreciation and amortization expense related to solar energy systems of $41.0 million and $29.1 million for the nine months ended September 30, 2017 and 2016. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6 . Property and Equipment Property and equipment, net consisted of the following (in thousands): Estimated September 30, December 31, Useful Lives 2017 2016 Vehicles acquired under capital leases 3-5 years $ 16,029 $ 20,384 Leasehold improvements 1-12 years 15,041 14,694 Furniture and computer and other equipment 3 years 6,501 6,270 37,571 41,348 Less: Accumulated depreciation and amortization (20,531 ) (18,149 ) Property and equipment, net $ 17,040 $ 23,199 The Company recorded depreciation and amortization related to property and equipment of $1.9 million and $3.0 million for the three months ended September 30, 2017 and 2016 . The Company recorded depreciation and amortization expense related to property and equipment of $6.4 million and $8.2 million for the nine months ended September 30, 2017 and 2016. The Company leases fleet vehicles that are accounted for as capital leases and are included in property and equipment, net. Of total property and equipment depreciation and amortization, depreciation on vehicles under capital leases of $0.7 million and $1.5 million was capitalized in solar energy systems, net for the three months ended September 30, 2017 and 2016. The Company capitalized depreciation on vehicles under capital leases of $2.7 million and $4.8 million in solar energy systems, net for the nine months ended September 30, 2017 and 2016. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7 . Intangible Assets and Goodwill Intangible Assets Intangible assets consisted of the following (in thousands): September 30, December 31, 2017 2016 Cost: Internal-use software $ 1,314 $ 1,314 Developed technology 522 522 Trademarks/trade names 201 201 Customer relationships 164 164 Total carrying value 2,201 2,201 Accumulated amortization: Internal-use software (763 ) (434 ) Developed technology (241 ) (191 ) Trademarks/trade names (74 ) (59 ) Customer relationships (121 ) (97 ) Total accumulated amortization (1,199 ) (781 ) Total intangible assets, net $ 1,002 $ 1,420 The Company recorded amortization expense of $0.1 million and $0.3 million for the three months ended September 30, 2017 and 2016, which was included in amortization of intangible assets. The Company recorded amortization expense of $0.4 million and $0.8 million for the nine months ended September 30, 2017 and 2016. Goodwill Impairment The Company’s market capitalization decreased significantly during the first quarter of 2016 from $1.0 billion as of December 31, 2015 to $283.0 million as of March 31, 2016 in conjunction with the Company’s determination to terminate an agreement and plan of merger with SunEdison, Inc. (“SunEdison”) and SEV Merger Sub Inc. The Company considered this significant decrease in market capitalization to be an indicator of impairment and the Company performed a goodwill impairment test as of March 31, 2016. The impairment test determined that there was no implied value of goodwill, which resulted in an impairment charge of $36.6 million. This charge was recorded in impairment of goodwill for the nine months ended September 30, 2016. |
Accrued Compensation
Accrued Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Compensation Disclosure [Abstract] | |
Accrued Compensation | 8 . Accrued Compensation Accrued compensation consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll $ 14,594 $ 12,558 Accrued commissions 8,605 7,445 Total accrued compensation $ 23,199 $ 20,003 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | 9 . Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued unused commitment fees and interest $ 7,287 $ 3,827 Current portion of lease pass-through financing obligation 4,910 4,833 Accrued professional fees 4,114 3,222 Sales, use and property taxes payable 2,897 1,785 Accrued inventory 1,695 2,117 Current portion of deferred rent 924 1,155 Other accrued expenses 3,217 2,425 Total accrued and other current liabilities $ 25,044 $ 19,364 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10 . Debt Obligations Debt obligations consisted of the following as of September 30, 2017 (in thousands, except interest rates): Principal Unamortized Debt Unused Borrowings Issuance Costs Net Carrying Value Borrowing Interest Maturity Outstanding Current Long-term Current Long-term Capacity Rate Date 2017 Term loan facility $ 201,446 $ (174 ) $ (5,088 ) $ 6,510 $ 189,674 $ — 6.0 % January 2035 2016 Term loan facility (1) 291,293 (149 ) (8,131 ) 4,969 278,044 — 4.2 August 2021 Subordinated HoldCo facility 198,125 (39 ) (3,812 ) 1,961 192,313 — 9.3 March 2020 Credit agreement 1,303 (2 ) (146 ) 14 1,141 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility (3) 100,000 — — — 100,000 275,000 4.5 September 2020 Working capital facility (4) 121,500 — — — 121,500 15,000 4.5 March 2020 Total debt $ 913,667 $ (364 ) $ (17,177 ) $ 13,454 $ 882,672 $ 290,000 Debt obligations consisted of the following as of December 31, 2016 (in thousands, except interest rates): Principal Unamortized Debt Unused Borrowings Issuance Costs Net Carrying Value Borrowing Interest Maturity Outstanding Current Long-term Current Long-term Capacity Rate Date 2016 Term loan facility (1) $ 297,506 $ (169 ) $ (9,643 ) $ 4,788 $ 282,906 $ — 3.6 % August 2021 Subordinated HoldCo facility 149,500 (47 ) (4,851 ) 1,453 143,149 50,000 8.6 March 2020 Credit agreement 1,346 (1 ) (161 ) 11 1,173 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility 187,000 — — — 187,000 188,000 4.2 March 2018 Working capital facility (4) 136,500 — — — 136,500 — 3.9 March 2020 Total debt $ 771,852 $ (217 ) $ (14,655 ) $ 6,252 $ 750,728 $ 238,000 (1) The interest rate of this facility is partially hedged to an effective interest rate of 4.0% for $263.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. (2) Revolving lines of credit are not presented net of unamortized debt issuance costs. (3) The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” (4) Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. 2017 Term Loan Facility In January 2017, the Company entered into a long-term fixed rate credit agreement (the “2017 Term Loan Facility”) pursuant to which the Company borrowed $203.8 million with certain financial institutions for which Wells Fargo Bank, National Association is acting as administrative agent. The borrower under the 2017 Term Loan Facility is Vivint Solar Financing III, LLC, a wholly owned indirect subsidiary of the Company. Proceeds of the 2017 Term Loan Facility were used to (1) repay existing indebtedness of $140.3 million under the Aggregation Facility with respect to the portfolio of projects being used as collateral for the 2017 Term Loan Facility (the “2017 Term Loan Portfolio”), (2) fund a debt service reserve account and other agreed reserves of $20.1 million, (3) pay transaction costs and fees in connection with the 2017 Term Loan Facility of $5.5 million, (4) pay the ITC insurance premium of $2.0 million on behalf of one of the Company’s investment funds, and (5) distribute $35.9 million to the Company as reimbursement for capital costs associated with deployment of the 2017 Term Loan Portfolio. Interest on borrowings accrues at an annual fixed rate equal to 6.0% and is payable in arrears. Certain principal payments are due on a quarterly basis, subject to the occurrence of certain events. The Company’s first principal and interest payment was made in April 2017. Principal and interest payable under the 2017 Term Loan Facility will be paid over the term of the loan until the final maturity date of January 5, 2035. Optional prepayments are permitted under the 2017 Term Loan Facility without premium or penalty. The 2017 Term Loan Facility includes customary events of default, conditions to borrowing and covenants, including negative covenants that restrict, subject to certain exceptions, the borrower’s and the guarantors’ ability to incur indebtedness, incur liens, make fundamental changes to their respective businesses, make certain types of restricted payments and investments or enter into certain transactions with affiliates. The borrower is required to maintain an average debt service coverage ratio of 1.20 to 1. As of September 30, 2017, the Company was in compliance with such covenants. The obligations of the borrower are secured by a pledge of the membership interests in the borrower, all of the borrower’s assets, and the assets of the borrower’s directly owned subsidiaries acting as managing members of the 2017 Term Loan Portfolio. In addition, the Company guarantees certain obligations of the borrower under the 2017 Term Loan Facility. Interest expense for the 2017 Term Loan Facility was approximately $3.2 million and $9.4 million for the three and nine months ended September 30, 2017. No interest expense was incurred for the three and nine months ended September 30, 2016. As of September 30, 2017, the Company had $19.2 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents. 2016 Term Loan Facility In August 2016, the Company entered into a credit agreement (the “2016 Term Loan Facility”) pursuant to which it borrowed $300.0 million aggregate principal amount of term borrowings and $12.1 million for letters of credit from certain financial institutions for which Investec Bank PLC is acting as administrative agent. The borrower under the 2016 Term Loan Facility is Vivint Solar Financing II, LLC, a wholly owned indirect subsidiary of the Company. For the initial four years of the term of the 2016 Term Loan Facility, interest on borrowings accrues at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) plus 3.00%. Thereafter, interest accrues at an annual rate equal to LIBOR plus 3.25%. The Company has entered into an interest rate swap hedging arrangement such that approximately 90% of the aggregate principal amount of the outstanding term loan is subject to a fixed interest rate. See Note 11—Derivative Financial Instruments. Certain principal payments are due on a quarterly basis subject to the occurrence of certain events, including proceeds received by the borrower or subsidiary guarantors in respect of casualties, proceeds received for purchased systems, and failure to meet certain distribution conditions. Estimated principal payments due in the next 12 months are classified as the current portion of long-term debt, net of the related unamortized debt issuance costs. Optional prepayments, in whole or in part, are permitted under the 2016 Term Loan Facility, without premium or penalty apart from any customary LIBOR breakage provisions. The 2016 Term Loan Facility includes customary events of default, conditions to borrowing and covenants, including negative covenants that restrict, subject to certain exceptions, the borrower’s and the guarantors’ ability to incur indebtedness, incur liens, make fundamental changes to their respective businesses, make certain types of restricted payments and investments or enter into certain transactions with affiliates. A debt service reserve account was funded with the outstanding letters of credit under the 2016 Term Loan Facility. As such, the debt service reserve is not classified as restricted cash and cash equivalents on the condensed consolidated balance sheets. The borrower is required to maintain an average debt service coverage ratio of 1.55 to 1. As of September 30, 2017, the Company was in compliance with such covenants. Prior to the maturity of the 2016 Term Loan Facility, a fund investor could exercise a put option in two of the Company’s investment funds and require the Company to purchase the fund investor’s interest in those investment funds . As such, the Company was required to establish a $2.9 million reserve at the inception of the 2016 Term Loan Facility in order to pay the fund investor if either of the put options is exercised prior to the maturity of the 2016 Term Loan Facility. This reserve is classified as restricted cash and cash equivalents. Previously, the Company was required to establish a $2.4 million escrow account with respect to those systems in the 2016 Term Loan Portfolio that had not been placed in service as of the closing date. During the nine months ended September 30, 2017, these conditions were met and the escrow was released. The obligations of the borrower are secured by a pledge of the membership interests in the borrower, all of the borrower’s assets, and the assets of the borrower’s directly owned subsidiaries acting as managing members of the underlying investment funds. In addition, the Company guarantees certain obligations of the borrower under the 2016 Term Loan Facility. Interest expense for the 2016 Term Loan Facility was approximately $3.7 million and $2.2 million for the three months ended September 30, 2017 and 2016. Interest expense was approximately $10.8 million and $2.2 million for the nine months ended September 30, 2017 and 2016. Subordinated HoldCo Facility In March 2016, the Company entered into a financing agreement (the “Subordinated HoldCo Facility”) pursuant to which it borrowed an aggregate principal amount of $200.0 million of term loans from investment funds and accounts advised by HPS Investment Partners. The borrower under the Subordinated HoldCo Facility is Vivint Solar Financing Holdings, LLC, one of the Company’s wholly owned subsidiaries. Borrowings under the Subordinated Holdco Facility mature in March 2020. The Company may not prepay any borrowings outside of required prepayments until March 2018, and any subsequent prepayments of principal are subject to a 3.0% fee. Borrowings under the Subordinated HoldCo Facility were used for the construction and acquisition of solar energy systems. Interest accrues at a floating rate of LIBOR The Subordinated HoldCo Facility includes customary events of default, conditions to borrowing and covenants, including covenants that restrict, subject to certain exceptions, the borrower’s and the guarantors’ ability to incur indebtedness, incur liens, make investments, make fundamental changes to their business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. Additionally, the parties to the Subordinated HoldCo Facility must maintain certain consolidated and project subsidiary loan-to-value ratios and a consolidated debt service coverage ratio, with such covenants to be tested as of the last day of each fiscal quarter and upon each incurrence of borrowings. As of September 30, 2017, the Company was in compliance with such covenants. Each of the parties to the Subordinated HoldCo Facility has pledged assets not otherwise pledged under another existing debt facility as collateral to secure their obligations under the Subordinated HoldCo Facility. Vivint Solar Financing Holdings Parent, LLC, another of the Company’s wholly owned subsidiaries and the parent company of the borrower, and certain other of the Company’s subsidiaries guarantee the borrower’s obligations under the financing agreement. Interest expense for the Subordinated HoldCo Facility was approximately $5.0 million and $2.6 million for the three months ended September 30, 2017 and 2016. Interest expense was approximately $14.4 million and $4.4 million for the nine months ended September 30, 2017 and 2016. Credit Agreement In February 2016, a wholly owned subsidiary of the Company entered into a credit agreement (the “Credit Agreement”) pursuant to which Goldman Sachs, through . Proceeds from the Credit Agreement were used for the deployment of certain solar energy systems. Principal and interest payments under the Credit Agreement will be paid quarterly over the term of the loan until the final maturity date of February 2023. The Company did not draw upon the full borrowing capacity of the Credit Agreement, and no borrowing capacity remained as of September 30, 2017. Interest accrues on borrowings at a rate of 6.50%. Interest expense under the Credit Agreement was de minimis for the three months ended September 30, 2017 and 2016. Interest expense was approximately $0.1 million and de minimis for the nine months ended September 30, 2017 and 2016. Aggregation Facility In September 2014, the Company entered into an aggregation credit facility (as amended, the “Aggregation Facility”), pursuant to which the Company may borrow up to an aggregate of $375.0 million and, upon the satisfaction of certain conditions and the approval of the lenders In March 2017, the Company amended the Aggregation Facility, and the parties agreed to (1) extend the date through which the Company may incur borrowings under the Aggregation Facility to March 31, 2020 (“Availability Period”), with an option to extend such period by an additional 12 months to the extent the lenders agree to such extension; (2) extend the maturity date for the initial loans under the Aggregation Facility from March 2018 to September 2020; and (3) increase the “Applicable Margin” used to determine the applicable interest rate on outstanding borrowings after the Availability Period from 3.50% to 3.75%. The “Applicable Margin” used to determine the applicable interest rate on outstanding borrowings during the Availability Period remains unchanged at 3.25%. In addition, the amendments to the Aggregation Facility (1) allow the Company to satisfy concentration covenants by maintaining insurance policies with respect to certain tax equity funds for the benefit of the lenders to cover any indemnification payments the Company may be required to make to certain of its tax equity investors in connection with the loss of ITCs, and (2) modify the customer FICO score requirement thresholds to enable the Company to borrow more against certain solar energy systems. The amendments to the Aggregation Facility also provide the ability for the Company to enter into forward-starting interest rate hedges and require no less than 75% of outstanding loan balances to be hedged. The Company is required to meet this threshold within 15 business days after the end of each quarterly period. See Note 11—Derivative Financial Instruments. Prepayments are permitted under the Aggregation Facility, and the principal and accrued interest on any outstanding loans mature in September 2020. Under the Aggregation Facility, interest on borrowings accrues at a floating rate equal to either (1)(a) LIBOR or (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the administrative agent’s prime rate and (iii) LIBOR plus 1% and (2) a margin that varies between 3.25% during the period during which the Company may incur borrowings and 3.75% after such period. Interest is payable at the end of each interest period that the Company may elect as a term of either one, two or three months. The borrower under the Aggregation Facility is Vivint Solar Financing I, LLC, one of the Company’s indirect wholly owned subsidiaries, which in turn holds the Company’s interests in the managing members in certain of the Company’s investment funds. These managing members guarantee the borrower’s obligations under the Aggregation Facility. In addition, Vivint Solar Financing I Parent, LLC, has pledged its interests in the borrower, and the borrower has pledged its interests in the guarantors as security for the borrower’s obligations under the Aggregation Facility. The related solar energy systems are not subject to any security interest of the lenders, and there is no recourse to the Company in the case of a default. The Aggregation Facility includes customary covenants, including covenants that restrict, subject to certain exceptions, the borrower’s, and the guarantors’ ability to incur indebtedness, incur liens, make investments, make fundamental changes to their business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. Among other restrictions, the Aggregation Facility provides that the borrower may not incur any indebtedness other than that related to the Aggregation Facility or in respect of permitted swap agreements, and that the guarantors may not incur any indebtedness other than that related to the Aggregation Facility or as permitted under existing investment fund transaction documents. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. As of September 30, 2017, the Company was in compliance with such covenants. The Aggregation Facility also contains certain customary events of default. If an event of default occurs, lenders under the Aggregation Facility will be entitled to take various actions, including the acceleration of amounts due under the Aggregation Facility and foreclosure on the interests of the borrower and the guarantors that have been pledged to the lenders. Interest expense was approximately $2.5 million and $3.0 million for the three months ended September 30, 2017 and 2016. Interest expense was approximately $7.6 million and $11.2 million for the nine months ended September 30, 2017 and 2016. As of September 30, 2017, the current portion of debt issuance costs of $3.1 million was recorded in prepaid expenses and other current assets, and the long-term portion of debt issuance costs of $6.1 million was recorded in other non-current assets, net. As of September 30, 2017, the Company had $3.0 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents. The interest reserve increases as borrowings increase under the Aggregation Facility. Working Capital Facility In March 2015, the Company entered into a revolving credit agreement (the “Working Capital Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $150.0 million from certain financial institutions for which Goldman Sachs Lending Partners LLC is acting as administrative agent and collateral agent. Available borrowings under the Working Capital Facility are subject to a borrowing base tied to the (1) level of PPA and Solar Lease systems under development and (2) combined future available tax equity fund commitments and available borrowing capacity under the Company’s back-leverage facilities. To the extent that outstanding borrowings exceed the borrowing base, the Company would be required to repay borrowings under the Working Capital Facility. Loans under the Working Capital Facility will be used to pay for the costs incurred in connection with the design and construction of solar energy systems, and letters of credit may be issued for working capital and general corporate purposes. In addition to the outstanding borrowings as of September 30, 2017, the Company had established letters of credit under the Working Capital Facility for up to $13.5 million related to insurance contracts. T he Company has pledged the interests in the assets of the Company and its subsidiaries, excluding the Company’s existing investment funds, their managing members, the 2017 Term Loan Facility, the 2016 Term Loan Facility, the Subordinated HoldCo Facility, the Aggregation Facility and Solmetric Corporation, as security for its obligations under the Working Capital Facility. Prepayments are permitted under the Working Capital Facility, and the principal and accrued interest on any outstanding loans mature in March 2020. Interest accrues on borrowings at a floating rate equal to, dependent on the type of borrowing, (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable dependent on the type of borrowing at the end of (1) the interest period that the Company may elect as a term and not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. The Working Capital Facility includes customary covenants, including covenants that restrict, subject to certain exceptions, the Company’s ability to incur indebtedness, incur liens, make investments, make fundamental changes to its business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. Among other restrictions, the Working Capital Facility provides that the Company may not incur any indebtedness other than that related to the Working Capital Facility or permitted swap agreements. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. The Company is also required to maintain $25.0 million in cash and cash equivalents and certain investments as of the last day of each quarter. As of September 30, 2017, the Company was in compliance with such covenants. The Working Capital Facility also contains certain customary events of default. If an event of default occurs, lenders under the Working Capital Facility will be entitled to take various actions, including the acceleration of amounts then outstanding. Interest expense for this facility was approximately $1.6 million and $1.4 million for the three months ended September 30, 2017 and 2016. Interest expense was approximately $4.9 million and $4.4 million for the nine months ended September 30, 2017 and 2016. As of September 30, 2017, the current portion of debt issuance costs of $0.5 million was recorded in prepaid expenses and other current assets, and the long-term portion of debt issuance costs of $0.8 million was recorded in other non-current assets, net. Interest Expense and Amortization of Debt Issuance Costs For the three months ended September 30, 2017 and 2016, total interest expense incurred under all debt obligations was approximately $16.0 million and $9.2 million, of which $1.9 million and $1.8 million was amortization of debt issuance costs. For the nine months ended September 30, 2017 and 2016, total interest expense incurred under all debt obligations was approximately $47.2 million and $22.2 million, of which $6.9 million and $4.5 million was amortization of debt issuance costs. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 11 . Derivative Financial Instruments Derivative financial instruments consisted of the following at fair value (in thousands): September 30, 2017 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 12,283 Other non-current assets Derivatives not designated as hedging instruments: Interest rate swaps $ 1,834 Other non-current liabilities December 31, 2016 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 14,317 Other non-current assets The Company is exposed to interest rate risk relating to its outstanding debt facilities that have variable interest rates. In connection with the 2016 Term Loan Facility, the Company entered into interest rate swaps to offset changes in the variable interest rate for a portion of the Company’s LIBOR-indexed floating-rate loans. As of September 30, 2017, the notional amount of these interest rate swaps was $263.9 million. The notional amount of the interest rate swaps decreases through July 31, 2028 similar to the Company’s estimated monthly and quarterly principal payments on its loans through that date. The interest rate swaps are designated as cash flow hedges, and unrealized gains or losses on the effective portion are recorded in other comprehensive income (“OCI”). The amount of accumulated other comprehensive income (“AOCI”) expected to be reclassified to interest expense within the next 12 months is approximately $1.2 million. The Company will discontinue the hedge accounting designation of these derivatives if interest payments on LIBOR-indexed floating rate loans compared to the payments under the derivatives are no longer highly effective. In connection with the March 2017 amendment of the Aggregation Facility, the Company is required to maintain interest rate swaps such that at least 75% of the outstanding loan balance of the Aggregation Facility is hedged. The Company is required to meet this threshold within 15 business days after the end of each quarterly period. As of September 30, 2017, the Company had entered into interest rate swaps with an aggregate notional amount of $77.0 million. The interest rate swaps terminate when the Aggregation Facility matures in September 2020. The Company did not designate these interest rate swaps as hedge instruments and accounts for any changes in fair value in other expense, net. The Company records derivatives at fair value. The effect of derivative financial instruments on the condensed consolidated statements of comprehensive income and the condensed consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three Months Ended September 30, 2017 2016 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (828 ) $ 715 OCI Gains reclassified from AOCI into income - effective portion: Interest rate swaps $ 156 $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 120 $ 258 Other expense, net Three Months Ended September 30, 2017 2016 Location of Loss Derivatives not designated as hedging instruments: Interest rate swaps $ (320 ) $ — Other expense, net Nine Months Ended September 30, 2017 2016 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (2,688 ) $ 715 OCI Gains reclassified from AOCI into income - effective portion: Interest rate swaps $ 13 $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 641 $ 258 Other expense, net Nine Months Ended September 30, 2017 2016 Location of Loss Derivatives not designated as hedging instruments: Interest rate swaps $ (1,834 ) $ — Other expense, net |
Investment Funds
Investment Funds | 9 Months Ended |
Sep. 30, 2017 | |
Summarized Financial Data Of Subsidiary [Abstract] | |
Investment Funds | 12 . Investment Funds As of September 30, 2017 and December 31, 2016, the Company had 21 and 20 investment funds for the purpose of funding the purchase of solar energy systems. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets were as follows (in thousands): September 30, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 27,983 $ 23,190 Accounts receivable, net 9,575 3,958 Prepaid expenses and other current assets 1,179 761 Total current assets 38,737 27,909 Solar energy systems, net 1,434,679 1,273,813 Other non-current assets, net 5,814 1,781 Total assets $ 1,479,230 $ 1,303,503 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 11,664 $ 16,176 Current portion of deferred revenue 8,198 8,148 Accrued and other current liabilities 4,456 4,458 Total current liabilities 24,318 28,782 Deferred revenue, net of current portion 29,513 33,536 Other non-current liabilities 1,455 1,875 Total liabilities $ 55,286 $ 64,193 Under the fund agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the fund investors and the Company’s subsidiaries as specified in contractual arrangements. As such, the cash held in investment funds is not readily available to the Company due to the timing of distributions. Certain of these fund arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. Once the investor’s equity interest is acquired by the Company, the assets, liabilities and operations of the investment fund become wholly owned and no longer require an assessment of non-controlling interests. Fund investors for three of the funds are managed indirectly by The Blackstone Group L.P. (the “Sponsor”) and are considered related parties. As of September 30, 2017 and December 31, 2016, the cumulative total of contributions into the VIEs by all investors was $1,213.2 million and $1,050.9 million. Of these contributions, a cumulative total of $110.0 million was contributed by related parties in prior periods. A third-party provider has agreed to perform backup maintenance services for all funds, if necessary. Lease Pass-Through Financing Obligation During 2015, a wholly owned subsidiary of the Company entered into a lease pass-through fund arrangement under which the Company contributed solar energy systems and the investor contributed cash. The net carrying value of the related solar energy systems was $58.9 million and $60.5 million as of September 30, 2017 and December 31, 2016. Under the arrangement, the fund investor made large upfront payments to one of the Company’s wholly owned subsidiaries and is obligated to make subsequent periodic payments. The Company allocated a portion of the aggregate payments received from the fund investor to the estimated fair value of the assigned ITCs, and the balance to the future customer lease payments that were also assigned to the investor. The fair value of the ITCs was estimated by multiplying the ITC rate of 30% by the fair value of the systems that were sold to the lease pass-through fund. The fair value of the systems was determined by independent appraisals. The Company’s subsidiary has an obligation to ensure the solar energy systems are in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes revenue as the recapture provisions lapse assuming all other revenue recognition criteria have been met. The amounts allocated to the ITCs were initially recorded as deferred revenue, and subsequently, one-fifth of the amounts allocated to the ITCs is recognized as revenue from operating leases and solar energy systems incentives based on the anniversary of each solar energy system’s placed in service date. The Company accounts for the residual of the large upfront payments, net of amounts allocated to the ITCs, and subsequent periodic payments received from the fund investor as a borrowing by recording the proceeds received as a lease pass-through financing obligation, which will be repaid through customer payments that will be received by the investor. Under this approach, the Company continues to account for the arrangement with the customers in its condensed consolidated financial statements, whether the cash generated from the customer arrangements is received by the Company’s wholly owned subsidiary or paid directly to the fund investor. A portion of the amounts received by the fund investor from customer payments is applied to reduce the lease pass-through financing obligation, and the balance is allocated to interest expense. The customer payments are recognized into revenue based on cash receipts during the period as required by GAAP. Interest is calculated on the lease pass-through financing obligation using the effective interest rate method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by a fund investor over the master lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for any payments made by the Company. Any additional master lease prepayments by the investor would be recorded as an additional lease pass-through financing obligation, while any refunds of master lease prepayments would reduce the lease pass-through financing obligation. The lease pass-through financing obligation is nonrecourse. As of September 30, 2017 and December 31, 2016, the Company had recorded financing liabilities of $35.1 million and $40.4 million related to this fund arrangement, of which $29.3 million and $34.2 million was deferred revenue and $5.8 million and $6.2 million was the lease pass-through financing obligation recorded in other liabilities. Guarantees With respect to the investment funds, the Company and the fund investors have entered into guaranty agreements under which the Company guarantees the performance of certain financial obligations of its subsidiaries to the investment funds. These guarantees do not result in the Company being required to make payments to the fund investors unless such payments are mandated by the investment fund governing documents and the investment fund fails to make such payment. Each of the Company’s investment funds and financing subsidiaries maintains separate books and records from each other and from the Company. The assets of each investment fund are not available to satisfy the debts or obligations of any other investment fund, subsidiary or the Company. The Company is contractually obligated to make certain VIE investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of investment tax credits. The Company has concluded that the likelihood of a significant recapture event is remote and consequently has not recorded any liability in the condensed consolidated financial statements for any potential recapture exposure. The maximum potential future payments that the Company could have to make under this obligation would depend on the IRS successfully asserting upon audit that the fair market values of the solar energy systems sold or transferred to the funds as determined by the Company exceeded the allowable basis for the systems for purposes of claiming ITCs. The fair market values of the solar energy systems and related ITCs are determined and the ITCs are allocated to the fund investors in accordance with the funds’ governing agreements. Due to uncertainties associated with estimating the timing and amounts of distributions, the likelihood of an event that may trigger repayment, forfeiture or recapture of ITCs to such investors, and the fact that the Company cannot determine how the IRS will evaluate system values used in claiming ITCs, the Company cannot determine the potential maximum future payments that are required under these guarantees. From time to time, the Company incurs penalties for non-performance, which non-performance may include delays in the installation process and interconnection to the power grid of solar energy systems and other factors. Based on the terms of the investment fund agreements, the Company will either reimburse a portion of the fund investor’s capital or pay the fund investor a non-performance fee. No distributions were paid to reimburse fund investors during the three months ended September 30, 2017. Distributions paid to reimburse fund investors totaled $8.4 million during the nine months ended September 30, 2017. As of September 30, 2017, As a result of the guaranty arrangements in certain funds, the Company was required to hold a minimum cash balance of $10.0 million as of September 30, 2017 and December 31, 2016, which is classified as restricted cash and cash equivalents. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests and Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Redeemable Non-Controlling Interests and Equity | 13 . Redeemable Non-Controlling Interests and Equity Common Stock The Company had reserved shares of common stock for issuance as follows (in thousands): September 30, December 31, 2017 2016 Shares available for grant under equity incentive plans 13,626 11,596 Restricted stock units issued and outstanding 6,534 7,964 Stock options issued and outstanding 3,476 4,184 Long-term incentive plan 2,706 2,706 Total 26,342 26,450 Redeemable Non-Controlling Interests, Equity and Non-Controlling Interests The changes in redeemable non-controlling interests were as follows (in thousands): Balance as of December 31, 2016 $ 129,676 Contributions from redeemable non-controlling interests 37,181 Distributions to redeemable non-controlling interests (5,812 ) Net loss (33,212 ) Balance as of September 30, 2017 $ 127,833 The changes in stockholders’ equity and non-controlling interests were as follows (in thousands): Total Stockholders' Non-Controlling Equity Interests Total Equity Balance as of December 31, 2016 $ 556,298 $ 110,536 $ 666,834 Cumulative-effect adjustment from adoption of ASU 2016-09 806 — 806 Stock-based compensation expense 9,501 — 9,501 Issuance of common stock 603 — 603 Contributions from non-controlling interests — 125,110 125,110 Distributions to non-controlling interests — (23,450 ) (23,450 ) Total other comprehensive loss (1,604 ) — (1,604 ) Net income (loss) 25,177 (122,171 ) (96,994 ) Balance as of September 30, 2017 $ 590,781 $ 90,025 $ 680,806 Non-Controlling Interests and Redeemable Non-Controlling Interests Seven of the investment funds include a right for the non-controlling interest holder to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund (each, a “Put Option”). The purchase price for the fund investor’s interest in the seven investment funds under the Put Options is the greater of fair market value at the time the option is exercised and a specified amount, ranging from $0.7 million to $4.1 million. The Put Options for these seven investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Put Options are expected to become exercisable prior to 2019. Because the Put Options represent redemption features that are not solely within the control of the Company, the non-controlling interests in these investment funds are presented outside of permanent equity. Redeemable non-controlling interests are recorded using the greater of their carrying value at each reporting date (which is impacted by attribution under the hypothetical liquidation at book value (“HLBV”) method) or their estimated redemption value in each reporting period. In all investment funds except one, the Company’s wholly owned subsidiary has the right to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary (each, a “Call Option”). The purchase price for the fund investors’ interests under the Call Options varies by fund, but is generally the greater of a specified amount, which ranges from approximately $0.7 million to $7.0 million, the fair market value of such interest at the time the option is exercised, or an amount that causes the fund investor to achieve a specified return on investment. The Call Options are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Call Options are expected to become exercisable prior to 2019. |
Equity Compensation Plans
Equity Compensation Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Compensation Plans | 14 . Equity Compensation Plans Equity Incentive Plans 2014 Equity Incentive Plan The Company currently grants equity awards through its 2014 Equity Incentive Plan (the “2014 Plan”). Under the 2014 Plan, the Company may grant stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance share units (“PSUs”), performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants. As of September 30, 2017, a total of 13.6 million shares of common stock were available to grant under the 2014 Plan, subject to adjustment in the case of certain events. The number of shares available to grant under the 2014 Plan is subject to an annual increase on the first day of each year. In accordance with the annual increase, an additional 4.4 million shares became available to grant in January 2017 under the 2014 Plan. Stock Options Stock Option Activity Stock option activity for the nine months ended September 30, 2017 was as follows (in thousands, except term and per share amounts): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding—December 31, 2016 4,184 $ 1.64 $ 4,876 Granted 108 2.85 Exercised (556 ) 1.08 Cancelled (260 ) 1.02 Outstanding—September 30, 2017 3,476 $ 1.82 6.8 $ 6,257 Options vested and exercisable—September 30, 2017 1,699 $ 1.55 6.1 $ 3,628 RSUs and PSUs RSU and PSU activity for the nine months ended September 30, 2017 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2016 7,964 $ 3.14 Granted 3,083 3.29 Vested (3,962 ) 3.17 Forfeited (551 ) 2.98 Outstanding at September 30, 2017 6,534 $ 3.20 Stock-Based Compensation Expense Stock-based compensation was included in operating expenses as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue $ 164 $ 877 $ 738 $ 1,817 Sales and marketing 601 860 2,710 2,473 General and administrative 1,421 1,940 5,763 2,493 Research and development 63 1 290 (638 ) Total stock-based compensation $ 2,249 $ 3,678 $ 9,501 $ 6,145 Unrecognized stock-based compensation expense for time-based stock options, RSUs and PSUs as of September 30, 2017 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs and PSUs $ 13,916 1.6 Time-based stock options 1,449 1.3 Total unrecognized stock-based compensation expense $ 15,365 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15 . Income Taxes The income tax expense for the three months ended September 30, 2017 and 2016 was calculated on a discrete basis resulting in a consolidated quarterly effective income tax rate of (33.1)% and 7.0%. For the nine months ended September 30, 2017 and 2016, the Company’s consolidated effective income tax rate was (22.5)% and (5.5)%. The variations between the consolidated effective income tax rate and the U.S. federal statutory rate for the three and nine months ended September 30, 2017 and 2016 were primarily attributable to the effect of non-controlling interests and redeemable non-controlling interests, federal investment tax credits and amortization of the prepaid tax asset. Also contributing to the variance for the nine months ended September 30, 2016 was the goodwill impairment charge. The Company sells solar energy systems to the investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is eliminated in the condensed consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales for GAAP purposes, any tax expense incurred related to these intercompany sales is deferred and amortized over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. Accordingly, the Company has recorded a prepaid tax asset, net, of $482.4 million and $419.5 million as of September 30, 2017 and December 31, 2016. Uncertain Tax Positions As of September 30, 2017 and December 31, 2016, the Company had no unrecognized tax benefits. There was no interest or penalties accrued for any uncertain tax positions as of September 30, 2017 and December 31, 2016. The Company does not have any tax positions for which it is reasonably possible 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. The U.S. and state jurisdictions in which the Company operates have statutes of limitations that generally range from three to four years. The Company’s federal, state and local income tax returns starting with the 2014 tax year are subject to audit. The Company’s 2013 income tax returns for two states are also subject to audit. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16 . Related Party Transactions The Company’s condensed consolidated statements of operations included the following related party transactions (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue—operating leases and incentives $ 70 $ 661 $ 701 $ 2,677 Sales and marketing 697 711 1,959 1,807 General and administrative 15 107 139 388 Vivint Services The Company has negotiated and entered into a number of agreements with its sister company, Vivint, Inc. (“Vivint”). Some of those agreements related to the Company’s use of certain of Vivint’s information technology and infrastructure services; however, the Company stopped using such services in July 2017. In August 2017, the Company entered into a sales dealer agreement with Vivint, pursuant to which each company will act as a non-exclusive dealer for the other party to market, promote and sell each other’s products. The agreement has an initial term of two years and replaces substantially all of the activities being undertaken under the parties’ existing marketing and customer relations agreement. The Company and Vivint also agreed to extend the term of the non-solicitation provisions under an existing non-competition agreement to match the term of the sales dealer agreement. The Company incurred fees under agreements with Vivint of $0.7 million and $0.8 million for the three months ended September 30, 2017 and 2016, which reflect the amount of services provided by Vivint on behalf of the Company. The Company incurred fees under these agreements of $1.8 million and $3.2 million for the nine months ended September 30, 2017 and 2016. Payables to Vivint recorded in accounts payable—related party were $0.5 million and $0.2 million as of September 30, 2017 and December 31, 2016. These payables include amounts due to Vivint related to the services agreements and other miscellaneous intercompany payables. Advances Receivable — Net amounts due from direct-sales personnel were $6.2 million and $3.7 million as of September 30, 2017 and December 31, 2016. The Company provided a reserve of $0.8 million and $1.3 million as of September 30, 2017 and December 31, 2016 related to advances to direct-sales personnel who have terminated their employment agreement with the Company. Investment Funds Fund investors for three of the investment funds are indirectly managed by the Sponsor and accordingly are considered related parties. The Company accrued equity distributions to these entities of $1.8 million and $1.6 million as of September 30, 2017 and December 31, 2016, included in distributions payable to non-controlling and redeemable non-controlling interests. See Note 12—Investment Funds. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17 . Commitments and Contingencies Non-Cancellable Operating Leases The Company has entered into operating lease agreements for corporate and operating facilities, warehouses and related equipment in states in which the Company conducts operations. The aggregate expense incurred under these operating leases was $4.0 million and $4.5 million for the three months ended September 30, 2017 and 2016. The aggregate expense incurred under these operating leases was $12.4 million and $13.1 million for the nine months ended September 30, 2017 and 2016. Letters of Credit As of September 30, 2017, the Company had established letters of credit under the Working Capital Facility for up to $13.5 million related to insurance contracts and under the 2016 Term Loan Facility for $12.1 million related to the debt service reserve for the 2016 Term Loan Facility. See Note 10—Debt Obligations. Indemnification Obligations From time to time, the Company enters into contracts that contingently require it to indemnify parties against claims. These contracts primarily relate to provisions in the Company’s services agreements with related parties that may require the Company to indemnify the related parties against services rendered; and certain agreements with the Company’s officers and directors under which the Company may be required to indemnify such persons for liabilities. In addition, under the terms of the agreements related to the Company’s investment funds and other material contracts, the Company may also be required to indemnify fund investors and other third parties for liabilities. For further information see Note 12—Investment Funds. Legal Proceedings In November and December 2014, two putative class action lawsuits were filed in the U.S. District Court for the Southern District of New York against the Company, its directors, certain of its officers and the underwriters of the Company’s initial public offering of common stock alleging violation of securities laws and seeking unspecified damages. In January 2015, the Court ordered these cases to be consolidated into the earlier filed case, Hyatt v. Vivint Solar, Inc. et al. In September 2015, two of the Company’s customers, on behalf of themselves and a purported class, named the Company in a putative class action, Case No. BCV-15-100925(Cal. Super. Ct., Kern County), alleging violation of California Business and Professions Code Section 17200 and requesting relief pursuant to Section 1689 of the California Civil Code. The complaint sought: (1) rescission of their PPAs along with restitution to the plaintiffs individually and (2) declaratory and injunctive relief. In October 2015, the Company moved to compel arbitration of the plaintiffs’ claims pursuant to the provisions set forth in the PPAs, which the Court granted and dismissed the class claims without prejudice. The plaintiffs appealed the Court’s order. On July 26, 2017, the Court of Appeal for the Fifth Appellate District ruled that all issues concerning the interpretation, validity, or enforceability of the PPAs, including the arbitrability of class claims, must be submitted to arbitration. The appellate court vacated the portion of the trial court's order dismissing class claims, requiring that issue to be determined by an arbitrator. The case is now proceeding in arbitration administered by JAMS. The Company is unable to estimate the amount or range of potential loss, if any, at this time. In March 2016, the Company filed suit in the Court of Chancery State of Delaware against SunEdison and SEV Merger Sub Inc. alleging that SunEdison willfully breached its obligations under the Merger Agreement pursuant to which the Company was to be acquired and breached its implied covenant of good faith and fair dealing. The Company is seeking declaratory judgment, award damages, costs and reasonable attorney’s fees and such further relief that the court finds equitable, appropriate and just. In April 2016, SunEdison filed for Chapter 11 bankruptcy, thereby creating a temporary stay on the prosecution of the Company’s litigation in the Delaware court. In July 2016, the Company filed a motion with the bankruptcy court seeking to lift the stay and allow the Company to litigate its claim against SunEdison. In September 2016, the bankruptcy court denied the Company’s motion to lift the stay, effectively requiring that the Company’s claim be litigated in the bankruptcy proceeding. In September 2016, the Company submitted a proof of claim in the bankruptcy case for an unsecured claim in the amount of $1.0 billion. The Company is participating in the bankruptcy case so as to maximize the recovery from the claims against SunEdison. In November 2016, a customer of the Company filed a putative class action lawsuit in Superior Court in Alameda County, California, purportedly on behalf of all customers of a particular Company sales representative in California, claiming that the representative’s sales practices were improper under California consumer protection law. The Company moved to dismiss that action to compel arbitration. In March 2017, the original plaintiff filed an amended complaint adding an additional plaintiff, purporting to expand the proposed class to include all customers who are eligible for the California Alternate Rates for Energy program, and adding claims of misconduct in the Company’s sales practices apart from the individual representative identified in the original complaint. The Company has moved to compel arbitration of the new plaintiff’s claims as well. The Company disputes the allegations in both the original and amended complaints and intends to defend itself in the action. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. In March 2017, the Company received notice that the New Mexico Attorney General’s office intended to file an action against the Company and its officers alleging violation of state consumer protection statutes. The State of New Mexico has not, to date, filed an action against the Company. In the event that the Company is not able to resolve the State of New Mexico’s concerns outside of litigation, the Company intends to defend itself in the action. The Company is unable to estimate a range of loss, if any, that could result if the State were to file an action and were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | 18 . Basic and Diluted Net Income (Loss) Per Share The following table sets forth the computation of the Company’s basic and diluted net income available (loss attributable) per share to common stockholders for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net income available (loss attributable) to common stockholders $ 6,905 $ 16,696 $ 25,177 $ (2,152 ) Denominator: Shares used in computing net income available (loss attributable) per share to common stockholders, basic 114,505 108,692 112,554 107,516 Weighted-average effect of potentially dilutive shares to purchase common stock 4,960 4,652 5,271 — Shares used in computing net income available (loss attributable) per share to common stockholders, diluted 119,465 113,344 117,825 107,516 Net income available (loss attributable) per share to common stockholders: Basic $ 0.06 $ 0.15 $ 0.22 $ (0.02 ) Diluted $ 0.06 $ 0.15 $ 0.21 $ (0.02 ) For the three months ended September 30, 2017 and 2016, 0.2 million shares and 0.3 million shares were excluded from the dilutive share calculations as the effect on net income per share would have been anti-dilutive. For the nine months ended September 30, 2017, 0.8 million shares were excluded from the dilutive share calculations as the effect on net income per share would have been anti-dilutive. For the nine months ended September 30, 2016, the Company incurred a net loss attributable to common stockholders. As such, the potentially dilutive shares were anti-dilutive and were not considered in the weighted-average number of common shares outstanding for the period. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“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 dated as of March 16, 2017. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 or for any other interim period or other future year. The unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. All of these determinations involve significant management judgments and estimates. The Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information, see Note 12—Investment Funds. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s principles of consolidation; U.S. federal investment tax credits (“ITCs”); revenue recognition; solar energy systems, net; the impairment analysis of long-lived assets; stock-based compensation; the provision for income taxes; the valuation of derivative financial instruments; the recognition and measurement of loss contingencies; and non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-09, which simplifies several aspects of the accounting for share-based payment transactions. The resulting changes were as follows: • All excess tax benefits and tax deficiencies resulting from stock-based compensation are now recognized as income tax expense or benefit in the condensed consolidated income statements, and excess tax benefits are now recognized regardless of whether the benefit reduces taxes payable in the current period; • Excess tax benefits are now classified along with other tax cash flows as an operating activity on the condensed consolidated statements of cash flows; • The Company elected to recognize forfeitures as they occur beginning on January 1, 2017; • The Company may withhold up to the maximum statutory tax rate for each employee without triggering liability accounting; and • Cash paid by the Company when directly withholding shares for tax withholding purposes is now classified as a financing activity on the condensed consolidated statements of cash flows. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements and forfeitures were adopted using a modified retrospective transition method by means of a cumulative-effect adjustment, resulting in a net $1.2 million reduction to retained earnings as of January 1, 2017. Amendments related to the presentation of employee taxes paid on the statements of cash flows when an employer withholds shares for tax withholding purposes was adopted using the retrospective method, but had no impact on prior periods. Amendments related to the recognition of excess tax benefits and tax deficiencies in the condensed consolidated income statements and the presentation of excess tax benefits on the condensed consolidated statements of cash flows were adopted prospectively. No prior periods were adjusted. In the second quarter of 2017, the Company adopted ASU 2017-09, which clarifies when changes to equity awards require the use of modification accounting guidance. This update clarifies that if the fair value, vesting conditions and classification of an award remain the same after modification, then modification accounting is not required. This guidance was adopted prospectively and no prior periods were adjusted. The adoption of this ASU had no material effect on the condensed consolidated financial statements. |
Inventory | Inventory Effective January 1, 2017, the Company adopted ASU 2015-11, which simplifies the measurement of inventory by changing the measurement principle for inventories valued under the first-in, first-out (“FIFO”) or weighted-average methods from the lower of cost or market to the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this ASU prospectively and no prior periods were adjusted. The adoption of this ASU had no material effect on the condensed consolidated financial statements. |
Liquidity | Liquidity In order to grow, the Company requires cash to finance the deployment of solar energy systems. As of the date of this filing, the Company will require additional sources of cash beyond current cash balances, and currently available financing facilities to fund long-term planned growth. If the Company is unable to secure additional financing when needed, or upon desirable terms, the Company may be unable to finance installation of customers’ systems in a manner consistent with past performance, cost of capital could increase, or the Company may be required to significantly reduce the scope of operations, any of which would have a material adverse effect on its business, financial condition, results of operations and prospects. While the Company believes additional financing is available and will continue to be available to support current levels of operations, the Company believes it has the ability and intent to reduce operations to the level of available financial resources for at least the next 12 months from the date of this report, if necessary. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Revenue Guidance From March 2016 through December 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-20, ASU 2016-12, ASU 2016-11, ASU 2016-10 and ASU 2016-08. These updates all clarify aspects of the guidance in ASU 2014-09, Revenue from Contracts with Customers . Under the current accounting guidance, the Company accounts for PPAs and Solar Leases as operating leases. The Company has determined that these agreements do not meet the definition of a lease under ASC 842, Leases, Leases. The Company has evaluated the accounting for incremental costs of obtaining a contract, which under current accounting policies are capitalized as initial direct costs and amortized over the lease term. The Company has preliminarily concluded that it will continue to capitalize the costs of obtaining a PPA, Solar Lease or System Sale contract, which are primarily comprised of sales commissions. For PPA and Solar Lease contracts, the amortization period will remain the life of the related contract, which is 20 years. For System Sales, the capitalized costs of obtaining a contract will continue to be recognized when the related solar energy system is interconnected to the local power grid and granted permission to operate. This will result in minimal changes to the Company’s condensed consolidated financial statements. The Company has analyzed the impact of Topic 606 on System Sales, photovoltaic installation and software products, and has preliminarily concluded that it will not have a material impact on the condensed consolidated financial statements. The Company has assessed the impact of Topic 606 as it relates to the sales of ITCs through its lease pass-through fund arrangement. The Company has preliminarily concluded that revenue related to the sale of ITCs through its lease pass-through arrangement will be recognized when the related solar energy systems are placed in service. Currently, the Company recognizes this revenue evenly over the five-year ITC recapture period. This earlier recognition of the ITC lease pass-through revenue is anticipated to be material to fiscal 2016 and could increase the revenue recognized in fiscal 2016 by approximately $12 million and will reduce revenue in fiscal 2017 by approximately $5 million. New Lease Guidance In February 2016, the FASB issued ASU 2016-02, Leases Leases Other Recent Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update makes targeted improvements to accounting for hedge activities by easing certain documentation and assessment requirements and eliminating the requirement to separately measure and report hedge ineffectiveness. This update is effective for annual periods beginning after December 15, 2018 for public business entities and early adoption is permitted. The amendments in this update should be applied using a modified retrospective transition method by recording a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating this update but currently does not anticipate it will have a material impact on its condensed consolidated financial statements and related disclosures. The Company plans to early adopt the new standard effective January 1, 2018. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 12,283 $ — $ 12,283 Financial Liabilities Interest rate swaps $ — $ 1,834 $ — $ 1,834 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 14,317 $ — $ 14,317 Time deposits — 100 — 100 Total financial assets $ — $ 14,417 $ — $ 14,417 |
Schedule of Carrying Values and Fair Values of Company?s Long-term Debt | The carrying values and fair values of the Company’s long-term debt were as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 710,918 $ 710,918 $ 771,852 $ 771,852 Fixed-rate long-term debt 202,749 241,314 — — Total $ 913,667 $ 952,232 $ 771,852 $ 771,852 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): September 30, December 31, 2017 2016 Solar energy systems held for sale $ 19,097 $ 10,540 Photovoltaic installation devices and software products 705 745 Total inventories $ 19,802 $ 11,285 |
Solar Energy Systems (Tables)
Solar Energy Systems (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | Solar energy systems, net consisted of the following (in thousands): September 30, December 31, 2017 2016 System equipment costs $ 1,392,886 $ 1,238,968 Initial direct costs related to solar energy systems 318,658 261,318 1,711,544 1,500,286 Less: Accumulated depreciation and amortization (114,728 ) (73,793 ) 1,596,816 1,426,493 Solar energy system inventory 25,745 31,862 Solar energy systems, net $ 1,622,561 $ 1,458,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): Estimated September 30, December 31, Useful Lives 2017 2016 Vehicles acquired under capital leases 3-5 years $ 16,029 $ 20,384 Leasehold improvements 1-12 years 15,041 14,694 Furniture and computer and other equipment 3 years 6,501 6,270 37,571 41,348 Less: Accumulated depreciation and amortization (20,531 ) (18,149 ) Property and equipment, net $ 17,040 $ 23,199 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, December 31, 2017 2016 Cost: Internal-use software $ 1,314 $ 1,314 Developed technology 522 522 Trademarks/trade names 201 201 Customer relationships 164 164 Total carrying value 2,201 2,201 Accumulated amortization: Internal-use software (763 ) (434 ) Developed technology (241 ) (191 ) Trademarks/trade names (74 ) (59 ) Customer relationships (121 ) (97 ) Total accumulated amortization (1,199 ) (781 ) Total intangible assets, net $ 1,002 $ 1,420 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Compensation Disclosure [Abstract] | |
Summary of Accrued Compensation | Accrued compensation consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll $ 14,594 $ 12,558 Accrued commissions 8,605 7,445 Total accrued compensation $ 23,199 $ 20,003 |
Accrued and Other Current Lia33
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued unused commitment fees and interest $ 7,287 $ 3,827 Current portion of lease pass-through financing obligation 4,910 4,833 Accrued professional fees 4,114 3,222 Sales, use and property taxes payable 2,897 1,785 Accrued inventory 1,695 2,117 Current portion of deferred rent 924 1,155 Other accrued expenses 3,217 2,425 Total accrued and other current liabilities $ 25,044 $ 19,364 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt obligations consisted of the following as of September 30, 2017 (in thousands, except interest rates): Principal Unamortized Debt Unused Borrowings Issuance Costs Net Carrying Value Borrowing Interest Maturity Outstanding Current Long-term Current Long-term Capacity Rate Date 2017 Term loan facility $ 201,446 $ (174 ) $ (5,088 ) $ 6,510 $ 189,674 $ — 6.0 % January 2035 2016 Term loan facility (1) 291,293 (149 ) (8,131 ) 4,969 278,044 — 4.2 August 2021 Subordinated HoldCo facility 198,125 (39 ) (3,812 ) 1,961 192,313 — 9.3 March 2020 Credit agreement 1,303 (2 ) (146 ) 14 1,141 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility (3) 100,000 — — — 100,000 275,000 4.5 September 2020 Working capital facility (4) 121,500 — — — 121,500 15,000 4.5 March 2020 Total debt $ 913,667 $ (364 ) $ (17,177 ) $ 13,454 $ 882,672 $ 290,000 Debt obligations consisted of the following as of December 31, 2016 (in thousands, except interest rates): Principal Unamortized Debt Unused Borrowings Issuance Costs Net Carrying Value Borrowing Interest Maturity Outstanding Current Long-term Current Long-term Capacity Rate Date 2016 Term loan facility (1) $ 297,506 $ (169 ) $ (9,643 ) $ 4,788 $ 282,906 $ — 3.6 % August 2021 Subordinated HoldCo facility 149,500 (47 ) (4,851 ) 1,453 143,149 50,000 8.6 March 2020 Credit agreement 1,346 (1 ) (161 ) 11 1,173 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility 187,000 — — — 187,000 188,000 4.2 March 2018 Working capital facility (4) 136,500 — — — 136,500 — 3.9 March 2020 Total debt $ 771,852 $ (217 ) $ (14,655 ) $ 6,252 $ 750,728 $ 238,000 (1) The interest rate of this facility is partially hedged to an effective interest rate of 4.0% for $263.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. (2) Revolving lines of credit are not presented net of unamortized debt issuance costs. (3) The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” (4) Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Derivative Financial Instrume35
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Financial Instruments at Fair Value | Derivative financial instruments consisted of the following at fair value (in thousands): September 30, 2017 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 12,283 Other non-current assets Derivatives not designated as hedging instruments: Interest rate swaps $ 1,834 Other non-current liabilities December 31, 2016 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 14,317 Other non-current assets |
Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Operations Before Tax Effect | The effect of derivative financial instruments on the condensed consolidated statements of comprehensive income and the condensed consolidated statements of operations, before tax effect, consisted of the following (in thousands): Three Months Ended September 30, 2017 2016 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (828 ) $ 715 OCI Gains reclassified from AOCI into income - effective portion: Interest rate swaps $ 156 $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 120 $ 258 Other expense, net Three Months Ended September 30, 2017 2016 Location of Loss Derivatives not designated as hedging instruments: Interest rate swaps $ (320 ) $ — Other expense, net Nine Months Ended September 30, 2017 2016 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (2,688 ) $ 715 OCI Gains reclassified from AOCI into income - effective portion: Interest rate swaps $ 13 $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 641 $ 258 Other expense, net Nine Months Ended September 30, 2017 2016 Location of Loss Derivatives not designated as hedging instruments: Interest rate swaps $ (1,834 ) $ — Other expense, net |
Investment Funds (Tables)
Investment Funds (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule Of Investments [Abstract] | |
Aggregate Carrying Value of Funds Assets and Liabilities | As of September 30, 2017 and December 31, 2016, the Company had 21 and 20 investment funds for the purpose of funding the purchase of solar energy systems. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets were as follows (in thousands): September 30, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 27,983 $ 23,190 Accounts receivable, net 9,575 3,958 Prepaid expenses and other current assets 1,179 761 Total current assets 38,737 27,909 Solar energy systems, net 1,434,679 1,273,813 Other non-current assets, net 5,814 1,781 Total assets $ 1,479,230 $ 1,303,503 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 11,664 $ 16,176 Current portion of deferred revenue 8,198 8,148 Accrued and other current liabilities 4,456 4,458 Total current liabilities 24,318 28,782 Deferred revenue, net of current portion 29,513 33,536 Other non-current liabilities 1,455 1,875 Total liabilities $ 55,286 $ 64,193 |
Redeemable Non-Controlling In37
Redeemable Non-Controlling Interests and Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of common stock for issuance as follows (in thousands): September 30, December 31, 2017 2016 Shares available for grant under equity incentive plans 13,626 11,596 Restricted stock units issued and outstanding 6,534 7,964 Stock options issued and outstanding 3,476 4,184 Long-term incentive plan 2,706 2,706 Total 26,342 26,450 |
Schedule of Changes in Redeemable Non-Controlling Interests | The changes in redeemable non-controlling interests were as follows (in thousands): Balance as of December 31, 2016 $ 129,676 Contributions from redeemable non-controlling interests 37,181 Distributions to redeemable non-controlling interests (5,812 ) Net loss (33,212 ) Balance as of September 30, 2017 $ 127,833 |
Schedule of Changes in Total Stockholders' Equity and Non-Controlling Interests | The changes in stockholders’ equity and non-controlling interests were as follows (in thousands): Total Stockholders' Non-Controlling Equity Interests Total Equity Balance as of December 31, 2016 $ 556,298 $ 110,536 $ 666,834 Cumulative-effect adjustment from adoption of ASU 2016-09 806 — 806 Stock-based compensation expense 9,501 — 9,501 Issuance of common stock 603 — 603 Contributions from non-controlling interests — 125,110 125,110 Distributions to non-controlling interests — (23,450 ) (23,450 ) Total other comprehensive loss (1,604 ) — (1,604 ) Net income (loss) 25,177 (122,171 ) (96,994 ) Balance as of September 30, 2017 $ 590,781 $ 90,025 $ 680,806 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the nine months ended September 30, 2017 was as follows (in thousands, except term and per share amounts): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Contractual Intrinsic Options Price Term (in years) Value Outstanding—December 31, 2016 4,184 $ 1.64 $ 4,876 Granted 108 2.85 Exercised (556 ) 1.08 Cancelled (260 ) 1.02 Outstanding—September 30, 2017 3,476 $ 1.82 6.8 $ 6,257 Options vested and exercisable—September 30, 2017 1,699 $ 1.55 6.1 $ 3,628 |
Restricted Stock Unit and Performance Share Unit Activity | RSU and PSU activity for the nine months ended September 30, 2017 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2016 7,964 $ 3.14 Granted 3,083 3.29 Vested (3,962 ) 3.17 Forfeited (551 ) 2.98 Outstanding at September 30, 2017 6,534 $ 3.20 |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in operating expenses as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue $ 164 $ 877 $ 738 $ 1,817 Sales and marketing 601 860 2,710 2,473 General and administrative 1,421 1,940 5,763 2,493 Research and development 63 1 290 (638 ) Total stock-based compensation $ 2,249 $ 3,678 $ 9,501 $ 6,145 |
Summary of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense for time-based stock options, RSUs and PSUs as of September 30, 2017 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs and PSUs $ 13,916 1.6 Time-based stock options 1,449 1.3 Total unrecognized stock-based compensation expense $ 15,365 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Components of Related Party Transactions | The Company’s condensed consolidated statements of operations included the following related party transactions (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Cost of revenue—operating leases and incentives $ 70 $ 661 $ 701 $ 2,677 Sales and marketing 697 711 1,959 1,807 General and administrative 15 107 139 388 |
Basic and Diluted Net Income 40
Basic and Diluted Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net income available (loss attributable) per share to common stockholders for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net income available (loss attributable) to common stockholders $ 6,905 $ 16,696 $ 25,177 $ (2,152 ) Denominator: Shares used in computing net income available (loss attributable) per share to common stockholders, basic 114,505 108,692 112,554 107,516 Weighted-average effect of potentially dilutive shares to purchase common stock 4,960 4,652 5,271 — Shares used in computing net income available (loss attributable) per share to common stockholders, diluted 119,465 113,344 117,825 107,516 Net income available (loss attributable) per share to common stockholders: Basic $ 0.06 $ 0.15 $ 0.22 $ (0.02 ) Diluted $ 0.06 $ 0.15 $ 0.21 $ (0.02 ) |
Organization - Additional Infor
Organization - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Contractual term of customers | 20 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment, retained earnings | $ 1,200 | |||
Amortization period of contract life | 20 years | |||
Recapture period of revenue recognition | 5 years | |||
Effect of adopting new accounting pronouncements | $ 806 | $ 12,000 | ||
Prepaid tax asset, net | $ 482,446 | $ 419,474 | ||
Scenario Forecast | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Effect of adopting new accounting pronouncements | $ 5,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 14,417 | |
Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 12,283 | 14,317 |
Financial Liabilities | 1,834 | |
Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 100 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 14,417 | |
Level 2 | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 12,283 | 14,317 |
Financial Liabilities | $ 1,834 | |
Level 2 | Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 100 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Realized gains or losses on financial assets | $ 0 | $ 0 |
Fair Value Measurements - Sch45
Fair Value Measurements - Schedule of Carrying Values and Fair Values of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | $ 913,667 | $ 771,852 |
Long-term debt, Fair Value | 952,232 | 771,852 |
Floating-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 710,918 | 771,852 |
Long-term debt, Fair Value | 710,918 | $ 771,852 |
Fixed-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 202,749 | |
Long-term debt, Fair Value | $ 241,314 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Solar energy systems held for sale | $ 19,097 | $ 10,540 |
Photovoltaic installation devices and software products | 705 | 745 |
Total inventories | $ 19,802 | $ 11,285 |
Solar Energy Systems (Details)
Solar Energy Systems (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 1,711,544 | $ 1,500,286 |
Less: Accumulated depreciation and amortization | (114,728) | (73,793) |
Solar energy systems, net excluding inventory | 1,596,816 | 1,426,493 |
Solar energy system inventory | 25,745 | 31,862 |
Solar energy systems, net | 1,622,561 | 1,458,355 |
System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 1,392,886 | 1,238,968 |
Initial Direct Costs Related to Solar Energy Systems | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 318,658 | $ 261,318 |
Solar Energy Systems - Addition
Solar Energy Systems - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Subject To Or Available For Operating Lease [Line Items] | ||||
Depreciation and amortization expense | $ 44,671,000 | $ 32,376,000 | ||
Solar Energy System Inventory | ||||
Property Subject To Or Available For Operating Lease [Line Items] | ||||
Depreciation | 0 | |||
Solar Energy Systems | ||||
Property Subject To Or Available For Operating Lease [Line Items] | ||||
Depreciation and amortization expense | $ 14,500,000 | $ 11,100,000 | $ 41,000,000 | $ 29,100,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 37,571 | $ 41,348 |
Less: Accumulated depreciation and amortization | (20,531) | (18,149) |
Property and equipment, net | 17,040 | 23,199 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | 16,029 | 20,384 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 15,041 | 14,694 |
Furniture and Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property, gross | $ 6,501 | $ 6,270 |
Minimum | Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Minimum | Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 1 year | |
Maximum | Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years | |
Maximum | Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 12 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 44,671 | $ 32,376 | ||
Solar Energy Systems | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 14,500 | $ 11,100 | 41,000 | 29,100 |
Property and equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 1,900 | 3,000 | 6,400 | 8,200 |
Vehicles Acquired Under Capital Leases | Solar Energy Systems | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 700 | $ 1,500 | $ 2,700 | $ 4,800 |
Intangible Assets and Goodwil51
Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $ 2,201 | $ 2,201 |
Intangible assets, accumulated amortization | (1,199) | (781) |
Total intangible assets, net | 1,002 | 1,420 |
Internal-use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,314 | 1,314 |
Intangible assets, accumulated amortization | (763) | (434) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 522 | 522 |
Intangible assets, accumulated amortization | (241) | (191) |
Trademarks/Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 201 | 201 |
Intangible assets, accumulated amortization | (74) | (59) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 164 | 164 |
Intangible assets, accumulated amortization | $ (121) | $ (97) |
Intangible Assets and Goodwill-
Intangible Assets and Goodwill- Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||
Amortization of intangible assets | $ 139 | $ 342 | $ 418 | $ 762 | ||
Market capitalization | $ 283,000 | $ 1,000,000 | ||||
Impairment of goodwill | $ 36,601 |
Accrued Compensation - Summary
Accrued Compensation - Summary of Accrued Compensation (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Compensation Disclosure [Abstract] | ||
Accrued payroll | $ 14,594 | $ 12,558 |
Accrued commissions | 8,605 | 7,445 |
Total accrued compensation | $ 23,199 | $ 20,003 |
Accrued and Other Current Lia54
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued unused commitment fees and interest | $ 7,287 | $ 3,827 |
Current portion of lease pass-through financing obligation | 4,910 | 4,833 |
Accrued professional fees | 4,114 | 3,222 |
Sales, use and property taxes payable | 2,897 | 1,785 |
Accrued inventory | 1,695 | 2,117 |
Current portion of deferred rent | 924 | 1,155 |
Other accrued expenses | 3,217 | 2,425 |
Total accrued and other current liabilities | $ 25,044 | $ 19,364 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 913,667 | $ 771,852 | |||
Unamortized Debt Issuance Costs, Current | (364) | (217) | |||
Unamortized Debt Issuance Costs, Long-term | (17,177) | (14,655) | |||
Current portion of long-term debt | 13,454 | 6,252 | |||
Long-term debt, net of current portion | 882,672 | 750,728 | |||
Unused Borrowing Capacity | 290,000 | 238,000 | |||
2017 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 203,800 | 201,446 | |||
Unamortized Debt Issuance Costs, Current | (174) | ||||
Unamortized Debt Issuance Costs, Long-term | (5,088) | ||||
Current portion of long-term debt | 6,510 | ||||
Long-term debt, net of current portion | $ 189,674 | ||||
Interest Rate | 6.00% | ||||
Maturity Date | Jan. 5, 2035 | Jan. 31, 2035 | |||
2016 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [1] | $ 291,293 | 297,506 | ||
Unamortized Debt Issuance Costs, Current | [1] | (149) | (169) | ||
Unamortized Debt Issuance Costs, Long-term | [1] | (8,131) | (9,643) | ||
Current portion of long-term debt | [1] | 4,969 | 4,788 | ||
Long-term debt, net of current portion | [1] | $ 278,044 | $ 282,906 | ||
Interest Rate | [1] | 4.20% | 3.60% | ||
Maturity Date | [1] | Aug. 31, 2021 | Aug. 31, 2021 | ||
Subordinated HoldCo Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 198,125 | $ 149,500 | |||
Unamortized Debt Issuance Costs, Current | (39) | (47) | |||
Unamortized Debt Issuance Costs, Long-term | (3,812) | (4,851) | |||
Current portion of long-term debt | 1,961 | 1,453 | |||
Long-term debt, net of current portion | $ 192,313 | 143,149 | |||
Unused Borrowing Capacity | $ 50,000 | ||||
Interest Rate | 9.30% | 8.60% | |||
Maturity Date | Mar. 31, 2020 | Mar. 31, 2020 | |||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 1,303 | $ 1,346 | |||
Unamortized Debt Issuance Costs, Current | (2) | (1) | |||
Unamortized Debt Issuance Costs, Long-term | (146) | (161) | |||
Current portion of long-term debt | 14 | 11 | |||
Long-term debt, net of current portion | $ 1,141 | $ 1,173 | |||
Interest Rate | 6.50% | 6.50% | |||
Maturity Date | Feb. 28, 2023 | Feb. 28, 2023 | |||
Aggregation Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [2] | $ 100,000 | [3] | $ 187,000 | |
Unamortized Debt Issuance Costs, Current | (3,100) | ||||
Unamortized Debt Issuance Costs, Long-term | (6,100) | ||||
Long-term debt, net of current portion | [2] | 100,000 | [3] | 187,000 | |
Unused Borrowing Capacity | [2] | $ 275,000 | [3] | $ 188,000 | |
Interest Rate | [2] | 4.50% | [3] | 4.20% | |
Maturity Date | [2] | Sep. 30, 2020 | [3] | Mar. 31, 2018 | |
Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [2],[4] | $ 121,500 | $ 136,500 | ||
Unamortized Debt Issuance Costs, Current | (500) | ||||
Unamortized Debt Issuance Costs, Long-term | (800) | ||||
Long-term debt, net of current portion | [2],[4] | 121,500 | $ 136,500 | ||
Unused Borrowing Capacity | [2],[4] | $ 15,000 | |||
Interest Rate | [2],[4] | 4.50% | 3.90% | ||
Maturity Date | [2],[4] | Mar. 31, 2020 | Mar. 31, 2020 | ||
[1] | The interest rate of this facility is partially hedged to an effective interest rate of 4.0% for $263.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | ||||
[2] | Revolving lines of credit are not presented net of unamortized debt issuance costs | ||||
[3] | The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” | ||||
[4] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Debt Obligations - Schedule o56
Debt Obligations - Schedule of Debt Obligations (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal borrowings outstanding | $ 913,667 | $ 771,852 |
Interest Rate Swaps | ||
Debt Instrument [Line Items] | ||
Effective interest rate of principal borrowings | 4.00% | |
Principal borrowings outstanding | $ 263,900 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | Apr. 01, 2020 | Jan. 31, 2017 | Aug. 31, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2015 | Sep. 30, 2014 | |||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | $ 913,667,000 | $ 913,667,000 | $ 771,852,000 | |||||||||||||
Interest expense incurred under debt obligations | 16,000,000 | $ 9,200,000 | 47,200,000 | $ 22,200,000 | ||||||||||||
Restricted cash and cash equivalents | 45,593,000 | 45,593,000 | 26,853,000 | |||||||||||||
Letter of credit related to insurance contracts | 13,500,000 | 13,500,000 | ||||||||||||||
Remaining borrowing capacity | 290,000,000 | 290,000,000 | 238,000,000 | |||||||||||||
Unamortized debt issuance costs, current portion | 364,000 | 364,000 | 217,000 | |||||||||||||
Unamortized debt issuance costs, long-term portion | 17,177,000 | 17,177,000 | 14,655,000 | |||||||||||||
Amortization of debt issuance costs | 1,900,000 | 1,800,000 | 6,900,000 | 4,500,000 | ||||||||||||
Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Restricted cash and cash equivalents | 10,000,000 | $ 10,000,000 | 10,000,000 | |||||||||||||
Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility maturity date | Feb. 28, 2023 | |||||||||||||||
Interest expense incurred under debt obligations | $ 100,000 | |||||||||||||||
Maximum borrowing amount under credit agreement | $ 3,000,000 | |||||||||||||||
Remaining borrowing capacity | $ 0 | $ 0 | ||||||||||||||
Line of credit, interest rate | 6.50% | 6.50% | ||||||||||||||
2017 Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | $ 203,800,000 | $ 201,446,000 | $ 201,446,000 | |||||||||||||
Repayment of existing indebtedness | 140,300,000 | |||||||||||||||
Debt service reserve account | 20,100,000 | |||||||||||||||
Debt transaction costs and fees | 5,500,000 | |||||||||||||||
Payment of insurance premium | 2,000,000 | |||||||||||||||
Distribution to reimbursement of capital costs | $ 35,900,000 | |||||||||||||||
Interest on borrowings accrue at an annual fixed rate and payable in arrears | 6.00% | |||||||||||||||
Debt instrument, frequency of periodic payment | Quarterly basis | |||||||||||||||
Debt instrument date of first principal and interest payment | Apr. 30, 2017 | |||||||||||||||
Debt instrument final maturity date, description | Principal and interest payable under the 2017 Term Loan Facility will be paid over the term of the loan until the final maturity date of January 5, 2035 | |||||||||||||||
Revolving credit facility maturity date | Jan. 5, 2035 | Jan. 31, 2035 | ||||||||||||||
Debt service coverage ratios | 120.00% | |||||||||||||||
Interest expense incurred under debt obligations | $ 3,200,000 | 0 | $ 9,400,000 | 0 | ||||||||||||
Line of credit, interest rate | 6.00% | 6.00% | ||||||||||||||
Unamortized debt issuance costs, current portion | $ 174,000 | $ 174,000 | ||||||||||||||
Unamortized debt issuance costs, long-term portion | 5,088,000 | 5,088,000 | ||||||||||||||
2017 Term Loan Facility | Required Reserves | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Restricted cash and cash equivalents | 19,200,000 | 19,200,000 | ||||||||||||||
2016 Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | [1] | 291,293,000 | $ 291,293,000 | $ 297,506,000 | ||||||||||||
Revolving credit facility maturity date | [1] | Aug. 31, 2021 | Aug. 31, 2021 | |||||||||||||
Debt service coverage ratios | 155.00% | |||||||||||||||
Interest expense incurred under debt obligations | $ 3,700,000 | 2,200,000 | $ 10,800,000 | 2,200,000 | ||||||||||||
Borrowing under credit agreement | $ 300,000,000 | |||||||||||||||
Letter of credit related to insurance contracts | $ 12,100,000 | |||||||||||||||
Debt instrument basis spread on variable rate for first four years | 3.00% | |||||||||||||||
Debt instrument basis spread on variable rate thereafter | 3.25% | |||||||||||||||
Percentage of principal amount of the outstanding term loans in interest rate hedging arrangement | 90.00% | |||||||||||||||
Escrow deposit | $ 2,400,000 | |||||||||||||||
Line of credit, interest rate | [1] | 4.20% | 4.20% | 3.60% | ||||||||||||
Unamortized debt issuance costs, current portion | [1] | $ 149,000 | $ 149,000 | $ 169,000 | ||||||||||||
Unamortized debt issuance costs, long-term portion | [1] | 8,131,000 | 8,131,000 | 9,643,000 | ||||||||||||
2016 Term Loan Facility | Required Reserves | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Restricted cash and cash equivalents | $ 2,900,000 | |||||||||||||||
Subordinated HoldCo Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | 198,125,000 | $ 198,125,000 | $ 149,500,000 | |||||||||||||
Revolving credit facility maturity date | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||||||||
Interest expense incurred under debt obligations | 5,000,000 | 2,600,000 | $ 14,400,000 | 4,400,000 | ||||||||||||
Restricted cash and cash equivalents | $ 10,400,000 | $ 10,400,000 | ||||||||||||||
Maximum borrowing amount under credit agreement | $ 200,000,000 | |||||||||||||||
Percentage of principal prepayments fee | 3.00% | |||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||
Remaining borrowing capacity | $ 50,000,000 | |||||||||||||||
Line of credit, interest rate | 9.30% | 9.30% | 8.60% | |||||||||||||
Unamortized debt issuance costs, current portion | $ 39,000 | $ 39,000 | $ 47,000 | |||||||||||||
Unamortized debt issuance costs, long-term portion | 3,812,000 | 3,812,000 | 4,851,000 | |||||||||||||
Aggregation Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | [2] | 100,000,000 | [3] | $ 100,000,000 | [3] | $ 187,000,000 | ||||||||||
Revolving credit facility maturity date | [2] | Sep. 30, 2020 | [3] | Mar. 31, 2018 | ||||||||||||
Interest expense incurred under debt obligations | 2,500,000 | 3,000,000 | $ 7,600,000 | 11,200,000 | ||||||||||||
Restricted cash and cash equivalents | 3,000,000 | 3,000,000 | ||||||||||||||
Maximum borrowing amount under credit agreement | $ 375,000,000 | |||||||||||||||
Remaining borrowing capacity | [2] | $ 275,000,000 | [3] | $ 275,000,000 | [3] | $ 188,000,000 | ||||||||||
Line of credit, interest rate | [2] | 4.50% | [3] | 4.50% | [3] | 4.20% | ||||||||||
Additional borrowing capacity | $ 175,000,000 | |||||||||||||||
Revolving credit facility maturity date | Mar. 31, 2018 | |||||||||||||||
Debt Instrument interest rate description | Interest on borrowings accrues at a floating rate equal to either (1)(a) LIBOR or (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the administrative agent?s prime rate and (iii) LIBOR plus 1% and (2) a margin that varies between 3.25% during the period during which the Company may incur borrowings and 3.50% after such period. Interest is payable at the end of each interest period that the Company may elect as a term of either one, two or three months. | |||||||||||||||
Unamortized debt issuance costs, current portion | $ 3,100,000 | $ 3,100,000 | ||||||||||||||
Unamortized debt issuance costs, long-term portion | 6,100,000 | $ 6,100,000 | ||||||||||||||
Aggregation Facility | Federal Funds Rate Plus | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||
Aggregation Facility | L I B O R Plus | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||
Aggregation Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of principal amount of the outstanding term loans in interest rate hedging arrangement | 75.00% | |||||||||||||||
Debt instrument interest rate | 3.25% | |||||||||||||||
Aggregation Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.75% | |||||||||||||||
Amended Aggregation Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility maturity date | Sep. 30, 2020 | |||||||||||||||
Debt instrument interest rate | 3.25% | |||||||||||||||
Availability period end date | Mar. 31, 2020 | |||||||||||||||
Extendable additional availability period to the extent the lenders | 12 months | |||||||||||||||
Amended Aggregation Facility | Scenario, Forecast | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.50% | |||||||||||||||
Amended Aggregation Facility | Scenario, Forecast | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.75% | |||||||||||||||
Working Capital Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument borrowings under credit agreement | [2],[4] | 121,500,000 | $ 121,500,000 | $ 136,500,000 | ||||||||||||
Revolving credit facility maturity date | [2],[4] | Mar. 31, 2020 | Mar. 31, 2020 | |||||||||||||
Interest expense incurred under debt obligations | 1,600,000 | $ 1,400,000 | $ 4,900,000 | $ 4,400,000 | ||||||||||||
Letter of credit related to insurance contracts | 13,500,000 | $ 13,500,000 | ||||||||||||||
Maximum borrowing amount under credit agreement | $ 150,000,000 | |||||||||||||||
Debt instrument interest rate | 2.25% | |||||||||||||||
Remaining borrowing capacity | [2],[4] | $ 15,000,000 | $ 15,000,000 | |||||||||||||
Line of credit, interest rate | [2],[4] | 4.50% | 4.50% | 3.90% | ||||||||||||
Debt Instrument interest rate description | (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable dependent on the type of borrowing at the end of (1) the interest period that the Company may elect as a term and not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. | |||||||||||||||
Unamortized debt issuance costs, current portion | $ 500,000 | $ 500,000 | ||||||||||||||
Unamortized debt issuance costs, long-term portion | 800,000 | 800,000 | ||||||||||||||
Minimum cash balance requirement | $ 25,000,000 | $ 25,000,000 | ||||||||||||||
Working Capital Facility | Federal Funds Rate Plus | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||
Working Capital Facility | Eurodollar Reserve Percentage Plus | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.25% | |||||||||||||||
Working Capital Facility | Euro Dollar Rate Plus | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||
[1] | The interest rate of this facility is partially hedged to an effective interest rate of 4.0% for $263.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | |||||||||||||||
[2] | Revolving lines of credit are not presented net of unamortized debt issuance costs | |||||||||||||||
[3] | The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” | |||||||||||||||
[4] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Derivative Financial Instrume58
Derivative Financial Instruments - Schedule of Derivative Financial Instruments at Fair Value (Details) - Interest Rate Swaps - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives Designated as Hedging Instruments | Other Noncurrent Assets | ||
Derivatives Fair Value [Line Items] | ||
Fair Value | $ 12,283 | $ 14,317 |
Derivatives Not Designated as Hedging Instruments | Other Noncurrent Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Fair Value | $ 1,834 |
Derivative Financial Instrume59
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | ||
2016 Term Loan Facility | ||||
Derivatives Fair Value [Line Items] | ||||
Percentage of outstanding term loans in interest rate hedged | 90.00% | |||
Revolving credit facility maturity date | [1] | Aug. 31, 2021 | Aug. 31, 2021 | |
Interest Rate Swaps | ||||
Derivatives Fair Value [Line Items] | ||||
Accumulated other comprehensive income, expected amount of cash flow hedge to be reclassified to interest expense within the next 12 months | $ 1,200,000 | |||
Interest Rate Swaps | 2016 Term Loan Facility | ||||
Derivatives Fair Value [Line Items] | ||||
Notional amount | 263,900,000 | |||
Interest Rate Swaps | Amended Bank Of America Aggregation Credit Facility | ||||
Derivatives Fair Value [Line Items] | ||||
Notional amount | $ 77,000,000 | |||
Percentage of outstanding term loans in interest rate hedged | 75.00% | |||
Revolving credit facility maturity date | Sep. 30, 2020 | |||
Threshold period | 15 days | |||
[1] | The interest rate of this facility is partially hedged to an effective interest rate of 4.0% for $263.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. |
Derivative Financial Instrume60
Derivative Financial Instruments - Schedule of Derivative Financial Instruments on the Condensed Consolidated Statements of Comprehensive Income and the Condensed Consolidated Statements of Operations Before Tax Effect (Details) - Interest Rate Swaps - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivatives Designated | Cash Flow Hedging | Other Comprehensive Income | ||||
(Losses) gains recognized in OCI - effective portion: | ||||
(Losses) gains recognized in OCI - effective portion | $ (828) | $ 715 | $ (2,688) | $ 715 |
Derivatives Designated | Cash Flow Hedging | Interest Expense | ||||
Gains reclassified from AOCI into income - effective portion: | ||||
Gains reclassified from AOCI into income - effective portion | 156 | 13 | ||
Derivatives Designated | Cash Flow Hedging | Other Expense Net | ||||
Gains recognized in income - ineffective portion: | ||||
Gains recognized in income - ineffective portion | 120 | $ 258 | 641 | $ 258 |
Derivatives not Designated as Hedging Instruments | Other Expense Net | ||||
Loss on derivative before tax effect [Abstract] | ||||
Loss on derivative before tax effect | $ (320) | $ (1,834) |
Investment Funds - Additional I
Investment Funds - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)InvestmentFund | Dec. 31, 2016USD ($)InvestmentFund | |
Investment Holdings [Line Items] | |||
Summary of investment fund | As of September 30, 2017 and December 31, 2016, the Company had 21 and 20 investment funds for the purpose of funding the purchase of solar energy systems. | ||
Number of investment funds | InvestmentFund | 21 | 20 | |
Investors cash contribution to variable interest equity | $ 1,213,200,000 | $ 1,213,200,000 | $ 1,050,900,000 |
Solar energy systems, net | 1,622,561,000 | $ 1,622,561,000 | 1,458,355,000 |
Service and operational term | 5 years | ||
Distributions paid to reimburse fund investors | 0 | $ 8,400,000 | |
Accrued distribution | 0 | 0 | |
Restricted cash | 45,593,000 | 45,593,000 | 26,853,000 |
Minimum | |||
Investment Holdings [Line Items] | |||
Restricted cash | 10,000,000 | 10,000,000 | 10,000,000 |
Financing Obligation | |||
Investment Holdings [Line Items] | |||
Solar energy systems, net | 58,900,000 | $ 58,900,000 | 60,500,000 |
Investment tax credit rate | 30.00% | ||
Service and operational term | 5 years | ||
Recognized revenue on investment | 0.20% | ||
Financing liabilities | 35,100,000 | $ 35,100,000 | 40,400,000 |
Deferred revenue | 29,300,000 | 29,300,000 | 34,200,000 |
Financing Obligation | Other Liabilities | |||
Investment Holdings [Line Items] | |||
Lease pass-through financing obligation | 5,800,000 | 5,800,000 | $ 6,200,000 |
Investor | |||
Investment Holdings [Line Items] | |||
Investors cash contribution to variable interest equity | $ 110,000,000 | $ 110,000,000 |
Investment Funds - Aggregate Ca
Investment Funds - Aggregate Carrying Value of Funds Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||||
Cash and cash equivalents | $ 101,755 | $ 96,586 | $ 113,037 | $ 92,213 | |
Accounts receivable, net | 29,517 | 12,658 | |||
Prepaid expenses and other current assets | 29,519 | 46,683 | |||
Total current assets | 180,593 | 167,212 | |||
Solar energy systems, net | 1,622,561 | 1,458,355 | |||
Other non-current assets, net | 36,889 | 29,843 | |||
TOTAL ASSETS | [1] | 2,386,124 | 2,126,356 | ||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,664 | 16,176 | |||
Current portion of deferred revenue | 32,283 | 19,911 | |||
Accrued and other current liabilities | 25,044 | 19,364 | |||
Total current liabilities | 153,006 | 133,690 | |||
Deferred revenue, net of current portion | 33,680 | 34,379 | |||
Other non-current liabilities | 13,999 | 10,355 | |||
Total liabilities | [1] | 1,577,485 | 1,329,846 | ||
Variable Interest Entities | |||||
Current assets: | |||||
Cash and cash equivalents | 27,983 | 23,190 | |||
Accounts receivable, net | 9,575 | 3,958 | |||
Prepaid expenses and other current assets | 1,179 | 761 | |||
Total current assets | 38,737 | 27,909 | |||
Solar energy systems, net | 1,434,679 | 1,273,813 | |||
Other non-current assets, net | 5,814 | 1,781 | |||
TOTAL ASSETS | 1,479,230 | 1,303,503 | |||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,664 | 16,176 | |||
Current portion of deferred revenue | 8,198 | 8,148 | |||
Accrued and other current liabilities | 4,456 | 4,458 | |||
Total current liabilities | 24,318 | 28,782 | |||
Deferred revenue, net of current portion | 29,513 | 33,536 | |||
Other non-current liabilities | 1,455 | 1,875 | |||
Total liabilities | $ 55,286 | $ 64,193 | |||
[1] | The Company’s assets as of September 30, 2017 and December 31, 2016 include $1,479.2 million and $1,303.5 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,434.7 million and $1,273.8 million as of September 30, 2017 and December 31, 2016; cash and cash equivalents of $28.0 million and $23.2 million as of September 30, 2017 and December 31, 2016; accounts receivable, net, of $9.6 million and $4.0 million as of September 30, 2017 and December 31, 2016; other non-current assets, net of $5.8 million and $1.8 million as of September 30, 2017 and December 31, 2016; and prepaid expenses and other current assets of $1.2 million and $0.8 million as of September 30, 2017 and December 31, 2016. The Company’s liabilities as of September 30, 2017 and December 31, 2016 included $55.3 million and $64.2 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.7 million and $16.2 million as of September 30, 2017 and December 31, 2016; deferred revenue of $37.7 million and $41.7 million as of September 30, 2017 and December 31, 2016; accrued and other current liabilities of $4.5 million as of September 30, 2017 and December 31, 2016; and other non-current liabilities of $1.5 million and $1.9 million as of September 30, 2017 and December 31, 2016. For further information see Note 12—Investment Funds. |
Redeemable Non-Controlling In63
Redeemable Non-Controlling Interests and Equity - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Shares available for grant under equity incentive plans | 13,626,000 | 11,596,000 |
Restricted stock units issued and outstanding | 6,534,000 | 7,964,000 |
Stock options issued and outstanding | 3,476,000 | 4,184,000 |
Long-term incentive plan | 2,706,000 | 2,706,000 |
Total | 26,342,000 | 26,450,000 |
Redeemable Non-Controlling In64
Redeemable Non-Controlling Interests and Equity - Schedule of Changes in Redeemable Non-Controlling Interests (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Redeemable Noncontrolling Interest [Line Items] | |
Balance at beginning of period | $ 129,676 |
Contributions from redeemable non-controlling interests | 37,181 |
Distributions to redeemable non-controlling interests | (5,812) |
Balance at end of period | 127,833 |
Redeemable Non Controlling Interests | |
Redeemable Noncontrolling Interest [Line Items] | |
Net loss | $ (33,212) |
Redeemable Non-Controlling In65
Redeemable Non-Controlling Interests and Equity - Schedule of Changes in Total Stockholders' Equity and Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Balance at beginning of year | $ 666,834 | ||||
Balance at beginning of year | 556,298 | ||||
Balance at beginning of year | 110,536 | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | 806 | $ 12,000 | |||
Stock-based compensation expense | 9,501 | $ 6,145 | |||
Issuance of common stock | 603 | ||||
Contributions from non-controlling interests | 125,110 | ||||
Distributions to non-controlling interests | (23,450) | ||||
Total other comprehensive loss | $ (403) | $ 429 | (1,604) | 429 | |
Net income (loss) | (37,700) | (39,265) | (130,206) | (197,130) | |
Net income (loss) | 6,905 | 16,696 | 25,177 | (2,152) | |
Net income (loss) | (44,605) | $ (55,961) | (155,383) | $ (194,978) | |
Balance at end of year | 680,806 | 680,806 | 666,834 | ||
Balance at end of year | 590,781 | 590,781 | 556,298 | ||
Balance at end of year | 90,025 | 90,025 | 110,536 | ||
Profit Loss Excluding Redeemable Noncontrolling Interest | |||||
Net income (loss) | (96,994) | ||||
Total Stockholders' Equity | |||||
Balance at beginning of year | 556,298 | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | 806 | ||||
Stock-based compensation expense | 9,501 | ||||
Issuance of common stock | 603 | ||||
Total other comprehensive loss | (1,604) | ||||
Net income (loss) | 25,177 | ||||
Balance at end of year | 590,781 | 590,781 | 556,298 | ||
Non-controlling Interests | |||||
Balance at beginning of year | 110,536 | ||||
Contributions from non-controlling interests | 125,110 | ||||
Distributions to non-controlling interests | (23,450) | ||||
Net income (loss) | (122,171) | ||||
Balance at end of year | $ 90,025 | $ 90,025 | $ 110,536 |
Redeemable Non-Controlling In66
Redeemable Non-Controlling Interests, Equity and Preferred Stock - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Put Option | |
Redeemable Noncontrolling Interest [Line Items] | |
Fund options expected to exercise | $ 0 |
Put Option | Minimum | |
Redeemable Noncontrolling Interest [Line Items] | |
Purchase price for investors' interest in funds under Put Options | 700,000 |
Put Option | Maximum | |
Redeemable Noncontrolling Interest [Line Items] | |
Purchase price for investors' interest in funds under Put Options | 4,100,000 |
Call Option | |
Redeemable Noncontrolling Interest [Line Items] | |
Fund options expected to exercise | 0 |
Call Option | Minimum | |
Redeemable Noncontrolling Interest [Line Items] | |
Purchase price for investors' interest in funds under Put Options | 700,000 |
Call Option | Maximum | |
Redeemable Noncontrolling Interest [Line Items] | |
Purchase price for investors' interest in funds under Put Options | $ 7,000,000 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Details) - shares | 1 Months Ended | ||
Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant under equity incentive plans | 13,626,000 | 11,596,000 | |
2014 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant under equity incentive plans | 13,600,000 | ||
Number of additional shares available for issuance | 4,400,000 |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Underlying Options, Outstanding, Balance | 4,184,000 | |
Shares Underlying Options, Granted | 108,000 | |
Shares Underlying Options, Exercised | (556,000) | |
Shares Underlying Options, Cancelled | (260,000) | |
Shares Underlying Options, Outstanding, Balance | 3,476,000 | |
Shares Underlying Options, Options vested and exercisable | 1,699,000 | |
Weighted-Average Exercise Price, Outstanding, Balance | $ 1.64 | |
Weighted-Average Exercise Price, Granted | 2.85 | |
Weighted-Average Exercise Price, Exercised | 1.08 | |
Weighted-Average Exercise Price, Cancelled | 1.02 | |
Weighted-Average Exercise Price, Outstanding, Balance | 1.82 | |
Weighted-Average Exercise Price, Options vested and exercisable | $ 1.55 | |
Weighted-Average Remaining Contractual Term, Outstanding, Balance | 6 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value | $ 6,257 | $ 4,876 |
Aggregate Intrinsic Value, Options vested and exercisable | $ 3,628 |
Equity Compensation Plans - Res
Equity Compensation Plans - Restricted Stock Unit and Performance Share Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Awards, Outstanding at December 31, 2016 | shares | 7,964,000 |
Number of Awards, Granted | shares | 3,083,000 |
Number of Awards, Vested | shares | (3,962,000) |
Number of Awards, Forfeited | shares | (551,000) |
Number of Awards, Outstanding at September 30, 2017 | shares | 6,534,000 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2016 | $ / shares | $ 3.14 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.29 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.17 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.98 |
Weighted Average Grant Date Fair Value, Outstanding at September 30, 2017 | $ / shares | $ 3.20 |
Equity Compensation Plans - S70
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Stock Options [Line Items] | ||||
Stock-based compensation expense | $ 2,249 | $ 3,678 | $ 9,501 | $ 6,145 |
Cost of Revenue | ||||
Schedule Of Stock Options [Line Items] | ||||
Stock-based compensation expense | 164 | 877 | 738 | 1,817 |
Sales and Marketing | ||||
Schedule Of Stock Options [Line Items] | ||||
Stock-based compensation expense | 601 | 860 | 2,710 | 2,473 |
General and Administrative | ||||
Schedule Of Stock Options [Line Items] | ||||
Stock-based compensation expense | 1,421 | 1,940 | 5,763 | 2,493 |
Research and Development | ||||
Schedule Of Stock Options [Line Items] | ||||
Stock-based compensation expense | $ 63 | $ 1 | $ 290 | $ (638) |
Equity Compensation Plans - S71
Equity Compensation Plans - Summary of Unrecognized Stock-Based Compensation Expense (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 15,365 |
RSUs and PSUs | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, other than stock options | $ 13,916 |
Weighted- Average Period of Recognition | 1 year 7 months 6 days |
Time Based Stock Options | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, stock options | $ 1,449 |
Weighted- Average Period of Recognition | 1 year 3 months 19 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | (33.10%) | 7.00% | (22.50%) | (5.50%) | |
Useful life of assets | 30 years | ||||
Prepaid tax asset, net | $ 482,446,000 | $ 482,446,000 | $ 419,474,000 | ||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Co
Related Party Transactions - Components of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Cost of revenue—operating leases and incentives | $ 34,731 | $ 39,268 | $ 103,564 | $ 115,566 |
Sales and marketing | 9,808 | 8,617 | 28,037 | 32,078 |
General and administrative | 19,379 | 19,022 | 60,259 | 60,006 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Cost of revenue—operating leases and incentives | 70 | 661 | 701 | 2,677 |
Sales and marketing | 697 | 711 | 1,959 | 1,807 |
General and administrative | $ 15 | $ 107 | $ 139 | $ 388 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable—related party | $ 476 | $ 476 | $ 191 | |||
Accrued equity distributions | 11,664 | 11,664 | 16,176 | |||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due from direct-sales personnel | 6,200 | 6,200 | 3,700 | |||
Provision for advances to direct-sales personnel | 800 | 1,300 | ||||
Accrued equity distributions | 1,800 | 1,800 | $ 1,600 | |||
Vivint Services | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred in conjunction with agreements entered | $ 700 | $ 800 | $ 1,800 | $ 3,200 | ||
Initial term of agreement period | 2 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | |
Other Commitments [Line Items] | ||||||
Aggregate operating lease expense | $ 4 | $ 4.5 | $ 12.4 | $ 13.1 | ||
Standby letter of credit outstanding | 13.5 | 13.5 | ||||
Sun Edison Inc | ||||||
Other Commitments [Line Items] | ||||||
Unsecured claim amount | $ 1,000 | |||||
2016 Term Loan Facility | ||||||
Other Commitments [Line Items] | ||||||
Standby letter of credit outstanding | $ 12.1 | |||||
Debt service reserve | $ 12.1 | $ 12.1 |
Basic and Diluted Net Income 76
Basic and Diluted Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income available (loss attributable) to common stockholders | $ 6,905 | $ 16,696 | $ 25,177 | $ (2,152) |
Denominator: | ||||
Shares used in computing net income available (loss attributable) per share to common stockholders, basic | 114,505 | 108,692 | 112,554 | 107,516 |
Weighted-average effect of potentially dilutive shares to purchase common stock | 4,960 | 4,652 | 5,271 | |
Shares used in computing net income available (loss attributable) per share to common stockholders, diluted | 119,465 | 113,344 | 117,825 | 107,516 |
Net income available (loss attributable) per share to common stockholders: | ||||
Basic | $ 0.06 | $ 0.15 | $ 0.22 | $ (0.02) |
Diluted | $ 0.06 | $ 0.15 | $ 0.21 | $ (0.02) |
Basic and Diluted Net Income 77
Basic and Diluted Net Income (Loss) Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |||
Number of shares excluded from dilutive shares | 0.2 | 0.3 | 0.8 |