Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VSLR | ||
Entity Registrant Name | Vivint Solar, Inc. | ||
Entity Central Index Key | 1,607,716 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 115,141,419 | ||
Entity Public Float | $ 172.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 108,452 | $ 96,586 | |
Accounts receivable, net | 19,665 | 12,658 | |
Inventories | 22,597 | 11,285 | |
Prepaid expenses and other current assets | 34,049 | 46,683 | |
Total current assets | 184,763 | 167,212 | |
Restricted cash and cash equivalents | 46,486 | 26,853 | |
Solar energy systems, net | 1,673,532 | 1,458,355 | |
Property and equipment, net | 15,078 | 23,199 | |
Intangible assets, net | 862 | 1,420 | |
Prepaid tax asset, net | 505,883 | 419,474 | |
Other non-current assets, net | 37,325 | 29,843 | |
TOTAL ASSETS | [1] | 2,463,929 | 2,126,356 |
Current liabilities: | |||
Accounts payable | 40,736 | 46,630 | |
Accounts payable—related party | 163 | 191 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 16,437 | 16,176 | |
Accrued compensation | 20,992 | 20,003 | |
Current portion of long-term debt | 13,585 | 6,252 | |
Current portion of deferred revenue | 41,846 | 19,911 | |
Current portion of capital lease obligation | 4,166 | 5,163 | |
Accrued and other current liabilities | 29,675 | 19,364 | |
Total current liabilities | 167,600 | 133,690 | |
Long-term debt, net of current portion | 925,964 | 750,728 | |
Deferred revenue, net of current portion | 29,200 | 34,379 | |
Capital lease obligation, net of current portion | 1,599 | 5,476 | |
Deferred tax liability, net | 342,382 | 395,218 | |
Other non-current liabilities | 13,674 | 10,355 | |
Total liabilities | [1] | 1,480,419 | 1,329,846 |
Commitments and contingencies (Note 17) | |||
Redeemable non-controlling interests | 122,444 | 129,676 | |
Stockholders' equity: | |||
Common stock, $0.01 par value—1,000,000 authorized, 115,099 shares issued and outstanding as of December 31, 2017; 1,000,000 authorized, 110,245 shares issued and outstanding as of December 31, 2016 | 1,151 | 1,102 | |
Additional paid-in capital | 559,788 | 542,348 | |
Accumulated other comprehensive income | 6,905 | 7,631 | |
Retained earnings | 213,107 | 5,217 | |
Total stockholders' equity | 780,951 | 556,298 | |
Non-controlling interests | 80,115 | 110,536 | |
Total equity | 861,066 | 666,834 | |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | $ 2,463,929 | $ 2,126,356 | |
[1] | The Company’s consolidated assets as of December 31, 2017 and 2016 include $1,516.2 million and $1,303.5 million consisting of assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,486.0 million and $1,273.8 million as of December 31, 2017 and 2016; cash and cash equivalents of $17.3 million and $23.2 million as of December 31, 2017 and 2016; accounts receivable, net, of $5.1 million and $4.0 million as of December 31, 2017 and 2016; other non-current assets, net of $6.8 million and $1.8 million as of December 31, 2017 and 2016; and prepaid expenses and other current assets of $1.0 million and $0.8 million as of December 31, 2017 and 2016. The Company’s consolidated liabilities as of December 31, 2017 and 2016 included $58.4 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 $16.4 million and $16.2 million as of December 31, 2017 and 2016; deferred revenue of $36.0 million and $41.7 million as of December 31, 2017 and 2016; accrued and other current liabilities of $4.5 million as of December 31, 2017 and 2016; and other non-current liabilities of $1.4 million and $1.9 million as of December 31, 2017 and 2016. For further information see Note 12—Investment Funds. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 | 115,099,000 | 110,245,000 | |
Common stock, shares outstanding | 115,099,000 | 110,245,000 | |
Total assets | [1] | $ 2,463,929 | $ 2,126,356 |
Solar energy systems, net | 1,673,532 | 1,458,355 | |
Cash and cash equivalents | 108,452 | 96,586 | |
Accounts receivable, net | 19,665 | 12,658 | |
Other non-current assets, net | 37,325 | 29,843 | |
Prepaid expenses and other current assets | 34,049 | 46,683 | |
Total liabilities | [1] | 1,480,419 | 1,329,846 |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 16,437 | 16,176 | |
Accrued and other current liabilities | 29,675 | 19,364 | |
Other non-current liabilities | 13,674 | 10,355 | |
Variable Interest Entities | |||
Total assets | 1,516,190 | 1,303,503 | |
Solar energy systems, net | 1,486,023 | 1,273,813 | |
Cash and cash equivalents | 17,280 | 23,190 | |
Accounts receivable, net | 5,143 | 3,958 | |
Other non-current assets, net | 6,792 | 1,781 | |
Prepaid expenses and other current assets | 952 | 761 | |
Total liabilities | 58,382 | 64,193 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 16,437 | 16,176 | |
Deferred revenue | 36,000 | 41,700 | |
Accrued and other current liabilities | 4,478 | 4,458 | |
Other non-current liabilities | $ 1,444 | $ 1,875 | |
[1] | The Company’s consolidated assets as of December 31, 2017 and 2016 include $1,516.2 million and $1,303.5 million consisting of assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,486.0 million and $1,273.8 million as of December 31, 2017 and 2016; cash and cash equivalents of $17.3 million and $23.2 million as of December 31, 2017 and 2016; accounts receivable, net, of $5.1 million and $4.0 million as of December 31, 2017 and 2016; other non-current assets, net of $6.8 million and $1.8 million as of December 31, 2017 and 2016; and prepaid expenses and other current assets of $1.0 million and $0.8 million as of December 31, 2017 and 2016. The Company’s consolidated liabilities as of December 31, 2017 and 2016 included $58.4 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 $16.4 million and $16.2 million as of December 31, 2017 and 2016; deferred revenue of $36.0 million and $41.7 million as of December 31, 2017 and 2016; accrued and other current liabilities of $4.5 million as of December 31, 2017 and 2016; and other non-current liabilities of $1.4 million and $1.9 million as of December 31, 2017 and 2016. For further information see Note 12—Investment Funds. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Operating leases and incentives | $ 150,862 | $ 105,353 | $ 61,150 |
Solar energy system and product sales | 117,166 | 29,814 | 3,032 |
Total revenue | 268,028 | 135,167 | 64,182 |
Cost of revenue: | |||
Cost of revenue—operating leases and incentives | 141,305 | 150,796 | 131,213 |
Cost of revenue—solar energy system and product sales | 88,977 | 23,185 | 1,762 |
Total cost of revenue | 230,282 | 173,981 | 132,975 |
Gross profit (loss) | 37,746 | (38,814) | (68,793) |
Operating expenses: | |||
Sales and marketing | 38,696 | 41,436 | 48,078 |
Research and development | 3,340 | 2,979 | 3,901 |
General and administrative | 79,399 | 81,802 | 92,664 |
Amortization of intangible assets | 558 | 901 | 13,172 |
Impairment of goodwill and intangible assets | 36,601 | 4,506 | |
Total operating expenses | 121,993 | 163,719 | 162,321 |
Loss from operations | (84,247) | (202,533) | (231,114) |
Interest expense | 64,264 | 34,008 | 12,568 |
Other expense (income), net | 352 | (1,437) | (154) |
Loss before income taxes | (148,863) | (235,104) | (243,528) |
Income tax (benefit) expense | (157,333) | 7,433 | 9,737 |
Net income (loss) | 8,470 | (242,537) | (253,265) |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | (200,628) | (260,523) | (266,345) |
Net income available to common stockholders | $ 209,098 | $ 17,986 | $ 13,080 |
Net income available per share to common stockholders: | |||
Basic | $ 1.85 | $ 0.17 | $ 0.12 |
Diluted | $ 1.77 | $ 0.16 | $ 0.12 |
Weighted-average shares used in computing net income available per share to common stockholders: | |||
Basic | 113,132 | 108,190 | 106,088 |
Diluted | 118,268 | 112,538 | 109,858 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income available to common stockholders | $ 209,098 | $ 17,986 | $ 13,080 |
Other comprehensive (loss) income: | |||
Unrealized (losses) gains on cash flow hedging instruments (net of tax effect of $(562) and $5,258 in 2017 and 2016) | (843) | 7,875 | |
Less: Interest income (expense) on derivatives recognized into earnings (net of tax effect of $78 and $(163) in 2017 and 2016) | 117 | (244) | |
Total other comprehensive (loss) income | (726) | 7,631 | |
Comprehensive income | $ 208,372 | $ 25,617 | $ 13,080 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Unrealized losses on cash flow hedging instruments, tax | $ (562) | $ 5,258 |
Interest expense on derivatives recognized into earnings, tax | $ 78 | $ (163) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Non-Controlling Interests and Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Non-Controlling Interests | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Total Stockholders Equity | Non-Controlling Interests |
Balance at Dec. 31, 2014 | $ 613,136 | $ 128,427 | $ 1,053 | $ 502,785 | $ (25,849) | $ 477,989 | $ 135,147 | |
Balance (in Shares) at Dec. 31, 2014 | 105,303 | |||||||
Stock-based compensation expense | 25,604 | 25,604 | 25,604 | |||||
Excess tax benefit from stock-based compensation | 1,713 | 1,713 | 1,713 | |||||
Issuance of common stock, net | 557 | $ 13 | 544 | 557 | ||||
Issuance of common stock, net (in shares) | 1,273 | |||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 178,833 | 113,896 | 178,833 | |||||
Distributions to non-controlling interests and redeemable non-controlling interests | (23,542) | (6,566) | (23,542) | |||||
Net (loss) income attributable available to stockholders | (187,049) | 13,080 | 13,080 | (200,129) | ||||
Net (loss) Income attributable to non-controlling interests and redeemable non-controlling interests | (66,216) | |||||||
Balance at Dec. 31, 2015 | 609,252 | 169,541 | $ 1,066 | 530,646 | (12,769) | 518,943 | 90,309 | |
Balance (in Shares) at Dec. 31, 2015 | 106,576 | |||||||
Stock-based compensation expense | 10,614 | 10,614 | 10,614 | |||||
Excess tax detriment from stock-based compensation | (1,713) | (1,713) | (1,713) | |||||
Issuance of common stock, net | 2,837 | $ 36 | 2,801 | 2,837 | ||||
Issuance of common stock, net (in shares) | 3,669 | |||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 235,045 | 42,803 | 235,045 | |||||
Distributions to non-controlling interests and redeemable non-controlling interests | (29,313) | (7,650) | (29,313) | |||||
Total other comprehensive income (loss) | 7,631 | $ 7,631 | 7,631 | |||||
Net (loss) income attributable available to stockholders | (167,519) | 17,986 | 17,986 | (185,505) | ||||
Net (loss) Income attributable to non-controlling interests and redeemable non-controlling interests | (75,018) | |||||||
Balance at Dec. 31, 2016 | $ 666,834 | 129,676 | $ 1,102 | 542,348 | 7,631 | 5,217 | 556,298 | 110,536 |
Balance (in Shares) at Dec. 31, 2016 | 110,245 | 110,245 | ||||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | $ 806 | 2,014 | (1,208) | 806 | ||||
Stock-based compensation expense | 12,917 | 12,917 | 12,917 | |||||
Issuance of common stock, net | 637 | $ 49 | 588 | 637 | ||||
Issuance of common stock, net (in shares) | 4,854 | |||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 148,666 | 65,062 | 148,666 | |||||
Distributions to non-controlling interests and redeemable non-controlling interests | (39,984) | (7,566) | (39,984) | |||||
Acquisition of redeemable non-controlling interests | 1,921 | (3,203) | 1,921 | 1,921 | ||||
Total other comprehensive income (loss) | (726) | (726) | (726) | |||||
Net (loss) income attributable available to stockholders | 69,995 | 209,098 | 209,098 | (139,103) | ||||
Net (loss) Income attributable to non-controlling interests and redeemable non-controlling interests | (61,525) | |||||||
Balance at Dec. 31, 2017 | $ 861,066 | $ 122,444 | $ 1,151 | $ 559,788 | $ 6,905 | $ 213,107 | $ 780,951 | $ 80,115 |
Balance (in Shares) at Dec. 31, 2017 | 115,099 | 115,099 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 8,470 | $ (242,537) | $ (253,265) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 60,606 | 46,821 | 24,924 |
Amortization of intangible assets | 558 | 901 | 13,172 |
Impairment of goodwill and intangible assets | 36,601 | 4,506 | |
Deferred income taxes | (52,828) | 174,090 | 107,466 |
Stock-based compensation | 12,917 | 10,614 | 25,604 |
Loss on solar energy systems and property and equipment | 6,858 | 6,432 | 1,024 |
Noncash interest and other expense | 9,422 | 7,161 | 3,724 |
Reduction in lease pass-through financing obligation | (4,515) | (4,239) | (231) |
Losses (gains) on interest rate swaps | 359 | (1,591) | |
Excess tax detriment from stock-based compensation | (1,713) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (7,007) | (9,022) | (1,799) |
Inventories | (11,312) | (10,654) | 143 |
Prepaid expenses and other current assets | 10,864 | (32,526) | (576) |
Prepaid tax asset, net | (86,409) | (141,978) | (165,586) |
Other non-current assets, net | (5,502) | (6,078) | (5,268) |
Accounts payable | (93) | 2,698 | 1,636 |
Accounts payable—related party | (192) | (1,714) | (227) |
Accrued compensation | 495 | 5,567 | (892) |
Deferred revenue | 16,756 | 6,018 | 43,492 |
Accrued and other liabilities | 6,699 | (10,541) | 12,909 |
Net cash used in operating activities | (33,854) | (165,690) | (189,244) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments for the cost of solar energy systems | (276,651) | (405,635) | (540,399) |
Payments for property and equipment | (672) | (2,785) | (6,307) |
Proceeds from disposals of solar energy systems and property and equipment | 2,428 | 913 | |
Change in restricted cash and cash equivalents | (19,633) | (11,818) | (8,519) |
Proceeds from state tax credits | 3,720 | 5,169 | |
Purchase of intangible assets | (291) | (1,221) | |
Net cash used in investing activities | (290,808) | (414,447) | (556,446) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 213,728 | 277,848 | 292,729 |
Distributions paid to non-controlling interests and redeemable non-controlling interests | (47,289) | (32,134) | (25,541) |
Proceeds from long-term debt | 356,750 | 589,246 | 310,850 |
Payments on long-term debt | (172,495) | (233,244) | |
Payments for debt issuance and deferred offering costs | (13,917) | (16,774) | (6,011) |
Proceeds from lease pass-through financing obligation | 3,581 | 2,388 | 7,228 |
Principal payments on capital lease obligations | (4,467) | (5,657) | (5,363) |
Proceeds from issuance of common stock | 637 | 2,837 | 649 |
Excess tax benefits from stock-based compensation | 1,713 | ||
Net cash provided by financing activities | 336,528 | 584,510 | 576,254 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,866 | 4,373 | (169,436) |
CASH AND CASH EQUIVALENTS—Beginning of period | 96,586 | 92,213 | 261,649 |
CASH AND CASH EQUIVALENTS—End of period | 108,452 | 96,586 | 92,213 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 51,127 | 23,733 | 8,469 |
Cash (recovered from) paid for income taxes | (33,245) | 15,905 | 67,135 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Changes in fair value of interest rate swaps | (1,569) | 14,317 | |
Vehicles acquired under capital leases | 874 | 1,947 | 11,363 |
Costs of solar energy systems included in changes in accounts payable, accounts payable—related party, accrued compensation and accrued and other liabilities | 610 | (4,508) | (6,589) |
Accrued distributions to non-controlling interests and redeemable non-controlling interests | 261 | 4,829 | 4,567 |
Costs of lessor-financed tenant improvements | 7,850 | ||
Property acquired under build-to-suit agreements | 2,896 | 25,560 | |
Sale-leaseback of property under build-to-suit agreements | (28,456) | ||
Solar energy system sales | |||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Receivable for tax credit recorded as a reduction to solar energy system costs | $ 102 | $ 1,552 | $ 1,678 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Vivint Solar, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company most commonly 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 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 investment tax credits (“ITCs”), 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 | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect the accounts and operations of the Company, its subsidiaries in which the Company has a controlling financial interest and the investment funds formed to fund the purchase of solar energy systems under long-term customer contracts, which are consolidated as variable interest entities (“VIEs”). The Company uses a qualitative approach in assessing the consolidation requirement for 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. 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 regarding these VIEs, see Note 12—Investment Funds. Certain prior period amounts have been reclassified to conform to current year presentation. These reclassifications did not have a significant impact on the consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, 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. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Cash equivalents consist principally of time deposits and money market accounts with high quality financial institutions. Restricted Cash The Company’s guaranty agreements with certain of its fund investors require the maintenance of minimum cash balances of $10.0 million. For additional information, see Note 12—Investment Funds. As of December 31, 2017, the Company also had $36.5 million in required reserves outstanding in separate collateral accounts in accordance with the terms of its various debt obligations. For additional information, see Note 10—Debt Obligations. These minimum cash balances are classified as restricted cash. 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 the 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. Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly PPA power generation not yet invoiced and the monthly bill rate of Solar Leases as of the end of the reporting period. The Company estimates its allowance for doubtful accounts based upon the collectability of the receivables in light of historical trends and adverse situations that may affect customers’ ability to pay. Revisions to the allowance are recorded as an adjustment to bad debt expense or as a reduction to revenue when collectability is not reasonably assured. After appropriate collection efforts are exhausted, specific accounts receivable deemed to be uncollectible would be charged against the allowance in the period they are deemed uncollectible. Recoveries of accounts receivable previously written-off are recorded as credits to bad debt expense. The Company had an allowance for doubtful accounts of $3.6 million and $1.8 million as of December 31, 2017 and 2016. Inventories Effective January 1, 2017, the Company adopted Accounting Standards Update (“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 consolidated financial statements. Inventories include solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Inventory is stated at the lower of cost, on a FIFO basis, or net realizable value. Upon interconnection to the power grid, solar energy system inventory is removed using the specific identification method. Inventories also include components related to photovoltaic installation products and are stated at the lower of cost, on an average cost basis, or net realizable value. The Company evaluates its inventory reserves on a quarterly basis and writes down the value of inventories for estimated excess and obsolete inventories based on assumptions about future demand and market conditions. See Note 4—Inventories. Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated concentration risk for cash and cash equivalents is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. Approximately 64% of accounts receivable, net as of December 31, 2017 was due from a third-party loan provider that offers financing to System Sales customers. The Company does not require collateral or other security to support accounts receivable. The Company is not dependent on any single customer outside of the third-party loan providers. The Company purchases solar panels, inverters and other system components from a limited number of suppliers. Three suppliers accounted for approximately 99% of the solar photovoltaic module purchases for the year ended December 31, 2017. Two suppliers accounted for approximately 98 As of December 31, 2017, the Company’s customers are located in 21 states. Solar energy system installations in California accounted for approximately 39 Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level II—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level III—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s financial instruments measured on a recurring basis consist of Level II assets. See Note 3—Fair Value Measurements. Investment Tax Credits (ITCs) The Company applies for and receives ITCs under Section 48(a) of the Internal Revenue Code. The amount for the ITC is equal to 30% of the value of eligible solar property. The Company receives all ITCs for solar energy systems that are not sold to customers or placed in its investment funds. The Company accounts for its ITCs as a reduction of income tax expense in the year in which the credits arise. The Company receives minimal allocations of ITCs for solar energy systems placed in its investment funds as the majority of such credits are allocated to the fund investor. Some of the Company’s investment funds obligate it to make certain fund investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of ITCs as a result of the Internal Revenue Service’s (the “IRS”) assessment of the fair value of such systems. The Company has concluded that the likelihood of a recapture event related to these assessments is remote and consequently has not recorded any liability in the consolidated financial statements for any potential recapture exposure. Solar Energy Systems, Net The Company sells energy to customers through PPAs or leases solar energy systems to customers through Solar Leases. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, the related solar energy systems are stated at cost, less accumulated depreciation and amortization. The Company also sells solar energy systems to customers through System Sales. Systems that are sold to customers are not part of solar energy systems, net. Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems subject to PPAs or Solar Leases. System equipment costs include components such as solar panels, inverters, racking systems and other electrical equipment, as well as costs for design and installation activities once a long-term customer contract has been executed. Initial direct costs related to solar energy systems consist of sales commissions and other direct customer acquisition expenses. System equipment costs and initial direct costs are capitalized and recorded within solar energy systems, net. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Lives System equipment costs 30 years Initial direct costs related to solar energy systems Lease term (20 years) System equipment costs are depreciated and initial direct costs are amortized once the respective systems have been installed, interconnected to the power grid and received permission to operate. The determination of the useful lives of assets included within solar energy systems involves significant management judgment. As of December 31, 2017 and 2016, the Company had recorded costs of $1,803.2 million and $1,532.1 million in solar energy systems, of which $1,717.3 million and $1,417.4 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $129.6 million and $73.8 million. Property and Equipment, Net The Company’s property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Vehicles leased under capital leases are depreciated over the life of the lease term, which is typically three to five years. The estimated useful lives of computer equipment, furniture, fixtures and purchased software are three years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The estimated useful lives of leasehold improvements currently range from one to 12 years. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements that extend the useful lives of existing assets would be capitalized and depreciated over their estimated useful lives. Intangible Assets The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The Company tests these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The Company recorded amortization for internal-use software of $0.4 million, $0.8 million, and $0.2 million for the years ended December 31, 2017, 2016, and 2015. Other finite-lived intangible assets, which consist of developed technology acquired in business combinations, trademarks/trade names and customer relationships are initially recorded at fair value and presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes customer relationships over five years, trademarks/trade names over 10 years and developed technology over Impairment of Long-Lived Assets The carrying amounts of the Company’s long-lived assets, including solar energy systems, property and equipment and finite-lived intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that the Company considers in deciding when to perform an impairment review include significant negative industry or economic trends, and significant changes or planned changes in the Company’s use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. In February 2015, the Company ceased the external sales of two Solmetric Corporation (“Solmetric”) products: the SunEye and PV Designer. This change was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. See Note 7—Intangible Assets and Goodwill. Goodwill Impairment Analysis Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired. During the first quarter of 2016, the Company’s market capitalization decreased significantly from $1.0 billion as of December 31, 2015 to $283 million as of March 31, 2016. 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, which was recorded in impairment of goodwill and intangible assets for the year ended December 31, 2016. Prior to goodwill being impaired in 2016, the Company performed its annual impairment test of goodwill as of October 1st of each fiscal year or whenever events or circumstances changed that would indicate that goodwill might be impaired. In conducting the impairment test, the Company first assessed qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the two-step goodwill impairment test. If the qualitative step was not passed, the Company performed a two-step impairment test whereby in the first step, the Company would compare the fair value of the reporting unit with its carrying amount. If the carrying amount exceeded its fair value, the Company performed the second step of the goodwill impairment test to determine the amount of impairment. The second step, measuring the impairment loss, compared the implied fair value of the goodwill with the carrying value of the goodwill. Any excess of the goodwill carrying value over the implied fair value would be recognized as an impairment loss. Prepaid Tax Asset, Net The Company recognizes sales of 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 has been eliminated in the 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 recorded as a prepaid tax asset and amortized as deferred tax expense over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. Other Non-Current Assets Other non-current assets primarily consist of interest rate swaps, the long-term portion of lease incentive assets, advances receivable due from sales representatives, debt issuance costs, prepaid insurance, a straight-line lease asset and long-term refundable rent deposits. For additional information regarding the interest rate swaps, see “—Derivative Financial Instruments” and Note 11—Derivative Financial Instruments. Lease incentives represent cash payments made by the Company to customers in order to finalize long-term customer contracts. The Company provides advance payments of compensation to direct-sales personnel under certain circumstances. The advance is repaid as a reduction of the direct-sales personnel’s future compensation. The Company has established an allowance related to advances to direct-sales personnel who have terminated their employment agreement with the Company. These are non-interest-bearing advances. Debt issuance costs represent costs incurred in connection with obtaining revolving debt financings and are deferred and amortized utilizing the straight-line method, which approximates the effective-interest method, over the term of the related financing. During the year ended December 31, 2017, the Company acquired two insurance policies to mitigate the risk of ITC recapture. The insurance premiums are being amortized on a straight-line basis over the policy period. For Solar Lease agreements, the Company recognizes revenue on a straight-line basis over the lease term and records an asset that represents future customer payments. Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests As discussed in Note 12—Investment Funds, the Company and fund investors have formed various investment funds that the Company consolidates as the Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. These VIEs are required to pay cumulative cash distributions to their respective fund investors. The Company accrues amounts payable to fund investors in distributions payable to non-controlling interests and redeemable non-controlling interests. Deferred Revenue Deferred revenue primarily includes deferred ITC revenue, rebate incentives and cash received related to System Sales. Deferred ITC revenue is related to a lease pass-through arrangement in which a portion of the rent prepayment is allocated to ITC revenue. Rebate incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. A portion of the cash received for System Sales is attributable to administrative services and is deferred over the period that the administrative services are provided. The majority of the cash received for System Sales is deferred until the solar energy systems are interconnected to the local power grids and receive permission to operate. See “ — Home Installation Accruals and Warranties The Company typically warrants solar energy systems sold to customers for periods of one to ten years against defects in design and workmanship, and for periods of one to ten years that installations will remain watertight. The manufacturers’ warranties on the solar energy system components, which are typically passed through to the customers, have typical product warranty periods of 10 to 20 years and a limited performance warranty period of 25 years. The Company warrants its photovoltaic installation devices for six months to one year against defects in materials or installation workmanship. The Company generally assesses a loss contingency accrual for damages related to home installations and roof penetrations, and provides for their estimated cost at the time the related revenue is recognized. The Company assesses the accrued home installation and roof penetration reserves regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. The current portion of this accrual is recorded as a component of accrued and other current liabilities and was $1.4 million and $0.8 million as of December 31, 2017 and 2016. The non-current portion of this accrual is recorded as a component of other non-current liabilities and was $2.1 million and $0.8 million as of December 31, 2017 and 2016. Derivative Financial Instruments The Company maintains interest rate swaps as required by the terms of its debt agreements. See Note 10—Debt Obligations. The interest rate swaps related to the 2016 Term Loan Facility are designated as cash flow hedges. Changes in fair value for the effective portions of these cash flow hedges are recorded in other comprehensive (loss) income (“OCI”) and will subsequently be reclassified to interest expense over the life of the related debt facility as interest payments are made. Changes in fair value for the ineffective portions of the cash flow hedges are recognized in other expense (income), net. As interest payments for the associated debt agreement and derivatives are recognized, the Company includes the effect of these payments in cash flows from operating activities within the consolidated statements of cash flows. The interest rate swaps related to the Aggregation Facility are not designated as hedge instruments and any changes in fair value are accounted for in other expense (income), net. Derivative instruments may be offset under their master netting arrangements. See Note 11—Derivative Financial Instruments. Comprehensive Income Due to the Company entering into interest rate swaps, OCI includes unrealized gains on the cash flow hedges for the years ended December 31, 2017 and 2016. Prior to 2016, the Company had no comprehensive income or loss. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery or performance has occurred, (3) the sales price is fixed or determinable and (4) collectability is reasonably assured. The Company’s revenue is comprised of operating leases and incentives, and solar energy system and product sales as captioned in the consolidated statements of operations. Operating leases and incentives revenue includes PPA and Solar Lease revenue, solar renewable energy certificates (“SRECs”) sales, ITC revenue and rebate incentives. Solar energy system and product sales revenue includes System Sales, which may include structural upgrades in sales contracts and SREC sales related to sold systems, and the sale of photovoltaic installation products. Revenue is recorded net of any sales tax collected. Operating Leases and Incentives Revenue The Company’s most common revenue-generating activity consists of entering into PPAs with residential customers, under which the customer agrees to purchase all of the power generated by the solar energy system for the term of the contract, which is 20 years. The agreement includes a fixed price per kilowatt hour with a fixed annual price escalation percentage. Customers have not historically been charged for installation or activation of the solar energy system. For all PPAs, the Company assesses the probability of collectability on a customer-by-customer basis through a credit review process that evaluates their financial condition and ability to pay. The Company has determined that PPAs should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. As PPA customer payments are dependent on power generation, they are considered contingent rentals and are excluded from future minimum annual lease payments. PPA revenue is recognized based on the actual amount of power generated at rates specified under the contracts, assuming the other revenue recognition criteria discussed above are met. The Company also offers solar energy systems to customers pursuant to Solar Leases in certain markets. The customer agreements are structured as Solar Leases due to local regulations that can be read to prohibit the sale of electricity pursuant to the Company’s standard PPA. Pursuant to Solar Leases, the customers’ monthly payments are a pre-determined amount calculated based on the expected solar energy generation by the system and includes an annual fixed percentage price escalation over the period of the contracts, which is 20 years. The Company provides its Solar Lease customers a performance guarantee, under which the Company agrees to make a payment at the end of each year to the customer if the solar energy system does not meet a guaranteed production level in the prior 12-month period. At times the Company makes nominal cash payments to customers in order to facilitate the finalization of long-term customer contracts and the installation of related solar energy systems. These cash payments are considered lease incentives that are deferred and recognized over the term of the contract as a reduction of revenue. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments, or (2) straight-lines the contracted payments over the initial term of the lease. Solar energy performance guarantee liabilities were $0.1 million and de minimis as of December 31, 2017 and 2016. Future minimum annual lease receipts due from customers under Solar Leases as of December 31, 2017 are as follows (in thousands): Years Ending December 31, 2018 $ 6,266 2019 6,448 2020 6,635 2021 6,827 2022 7,025 The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it has installed. When SRECs are granted, the Company typically sells them to other companies directly, or to brokers, to assist them in meeting their own mandatory emission reduction or conservation requirements. The Company recognizes revenue related to the sale of these certificates upon delivery, assuming the other revenue recognition criteria discussed above are met. Total SREC revenue was $33.8 million, $19.3 million and $13.9 million for the years ended December 31, 2017, 2016 and 2015. Lease Pass-Through Arrangement In 2015, a lease pass-through fund arrangement became operational under which the Company contributed solar energy systems and the investor contributed cash. Contemporaneously, a wholly owned subsidiary of the Company entered into a master lease arrangement to lease the solar energy systems and the associated PPAs or Solar Leases to the fund investor. The Company’s wholly owned subsidiary made a tax election to pass the ITCs related to the solar energy systems through to the fund investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. Under this arrangement, the fund investor made a large upfront lease payment 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. 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 wholly owned subsidiary has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes ITC 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 in the consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to the ITCs is recognized as operating leases and incentives revenue in the consolidated statements of operations based on the anniversary of each solar energy system’s placed in service date. Solar Energy System Sales System Sale revenue is recognized when the solar energy system is interconnected to the local power grid and granted permission to operate, assuming all other revenue recognition criteria are met. With respect to System Sales where customers obtain third-party financing, the Company incurs a lender fee, which is recognized as a direct reduction of the recognized revenue related to the sale. Additionally, customers who finance System Sales may require structural upgrades to facilitate the installation of the system, which the Company provides for an additional fee. This revenue is recognized at the point the structural upgrade work is completed, assuming all other revenue recognition criteria are met. In connection with a System |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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): December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 14,028 $ — $ 14,028 Financial Liabilities Interest rate swaps $ — $ 1,280 $ — $ 1,280 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): December 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 757,044 $ 757,044 $ 771,852 $ 771,852 Fixed-rate long-term debt 199,063 238,618 — — Total $ 956,107 $ 995,662 $ 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 | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories consisted of the following (in thousands): December 31, December 31, 2017 2016 Solar energy systems held for sale $ 21,971 $ 10,540 Photovoltaic installation products 626 745 Total inventories $ 22,597 $ 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 products are stated at the lower of cost, on an average cost basis, or net realizable value. |
Solar Energy Systems
Solar Energy Systems | 12 Months Ended |
Dec. 31, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | 5. Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2017 2016 System equipment costs $ 1,437,419 $ 1,238,968 Initial direct costs related to solar energy systems 336,136 261,318 1,773,555 1,500,286 Less: Accumulated depreciation and amortization (129,640 ) (73,793 ) 1,643,915 1,426,493 Solar energy system inventory 29,617 31,862 Solar energy systems, net $ 1,673,532 $ 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 $55.8 million, $41.3 million and $22.3 million for the years ended December 31, 2017, 2016 and 2015. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and equipment, net consisted of the following (in thousands): Estimated December 31, December 31, Useful Lives 2017 2016 Vehicles acquired under capital leases 3-5 years $ 15,113 $ 20,384 Leasehold improvements 1-12 years 15,071 14,694 Furniture and computer and other equipment 3 years 6,492 6,270 36,676 41,348 Less: Accumulated depreciation and amortization (21,598 ) (18,149 ) Property and equipment, net $ 15,078 $ 23,199 The Company recorded depreciation and amortization related to property and equipment of $8.4 million, $11.1 million and $8.2 million for the years ended December 31, 2017, 2016 and 2015. 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 $3.6 million, $5.5 million and $5.5 million was capitalized in solar energy systems, net for the years ended December 31, 2017, 2016 and 2015. Future minimum lease payments for vehicles under capital leases as of December 31, 2017 were as follows (in thousands): Years Ending December 31, 2018 $ 4,457 2019 1,232 2020 455 2021 — 2022 — Thereafter — Total minimum lease payments 6,144 Less: interest 379 Present value of capital lease obligations 5,765 Less: current portion 4,166 Long-term portion $ 1,599 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 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 (872 ) (434 ) Developed technology (258 ) (191 ) Trademarks/trade names (79 ) (59 ) Customer relationships (130 ) (97 ) Total accumulated amortization (1,339 ) (781 ) Total intangible assets, net $ 862 $ 1,420 The Company recorded amortization expense of $0.6 million, $0.9 million and $13.2 million for the years ended December 31, 2017, 2016 and 2015. In February 2015, the Company ceased the external sales of the SunEye and PV Designer products, the rights to which the Company acquired when it acquired Solmetric. This change was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. In-process research and development, which was intended to generate Solmetric product sales in the residential market, was terminated and deemed fully impaired resulting in a charge of $2.1 million. The Solmetric, SunEye and PV Designer trade names were determined to no longer be utilized and were deemed fully impaired resulting in a charge of $1.3 million. The SunEye and PV Designer developed technology assets were deemed fully impaired resulting in a charge of $0.7 million. Customer relationships were deemed partially impaired by $0.4 million due to the loss of external customers who purchased the SunEye and PV Designer. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. No impairment was recorded in the years ended December 31, 2017 and 2016. In the second quarter of 2016, the Company resumed external sales of the SunEye product. As of December 31, 2017, expected amortization expense for the unamortized intangible assets was as follows (in thousands): Years Ending December 31, 2018 $ 515 2019 134 2020 86 2021 86 2022 20 Thereafter 21 Total $ 862 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 Company performed a step-one test for impairment using the discounted cash flow methodology to estimate the fair value of the reporting unit and determined that the carrying book value of the reporting unit was higher than the business unit’s fair value. The Company then performed a step-two test which utilizes purchase price allocation using the estimated fair value from step-one as the purchase price to determine the implied fair value of the reporting unit’s goodwill. The step-two 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 year ended December 31, 2016. |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Compensation Disclosure [Abstract] | |
Accrued Compensation | 8. Accrued compensation consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued payroll $ 13,064 $ 12,558 Accrued commissions 7,928 7,445 Total accrued compensation $ 20,992 $ 20,003 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | 9. Accrued and other current liabilities consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued unused commitment fees and interest $ 7,445 $ 3,827 Current portion of lease pass-through financing obligation 4,931 4,833 Accrued inventory 4,122 2,117 Accrued professional fees 3,977 3,222 Sales, use and property taxes payable 3,046 1,785 Current portion of deferred rent 937 1,155 Other accrued expenses 5,217 2,425 Total accrued and other current liabilities $ 29,675 $ 19,364 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10. Debt obligations consisted of the following as of December 31, 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 $ 197,764 $ (176 ) $ (4,990 ) $ 6,644 $ 185,954 $ — 6.0 % January 2035 2016 Term loan facility (1) 287,919 (141 ) (7,623 ) 4,962 275,193 — 4.3 August 2021 Subordinated HoldCo facility 197,625 (35 ) (3,451 ) 1,965 192,174 — 9.3 March 2020 Credit agreement 1,299 (2 ) (140 ) 14 1,143 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility (3) 135,000 — — — 135,000 240,000 4.7 September 2020 Working capital facility (4) 136,500 — — — 136,500 — 4.8 March 2020 Total debt $ 956,107 $ (354 ) $ (16,204 ) $ 13,585 $ 925,964 $ 240,000 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 $260.9 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 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 December 31, 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 $12.6 million for the year ended December 31, 2017. No interest expense was incurred for the years ended December 31, 2016 and 2015. As of December 31, 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 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 consolidated balance sheets. The borrower is required to maintain an average debt service coverage ratio of 1.55 to 1. As of December 31, 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 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. As of December 31, 2017, the Company had $2.6 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in 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 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 $14.4 million and $5.8 million for the years ended December 31, 2017 and 2016. No interest expense was incurred for the year ended December 31, 2015. 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 plus 8.0%. Certain principal payments are due on a quarterly basis. Estimated principal payments due in the next 12 months are classified as current portion of long-term debt, net of the related unamortized debt issuance costs. 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 December 31, 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 $19.5 million and $7.3 million for the years ended December 31, 2017 and 2016. No interest expense was recorded for the year ended December 31, 2015. A $10.4 million interest reserve amount was deposited in an interest reserve account with the administrative agent and is included in restricted cash and cash equivalents. 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 GSUIG Real Estate Member LLC, committed to lend an aggregate principal amount of up to $3.0 million upon the satisfaction of certain conditions and the approval of the lenders. 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 December 31, 2017. Interest accrues on borrowings at a rate of 6.50%. Interest expense under the Credit Agreement was $0.1 million for the years ended December 31, 2017 and 2016. No interest expense was recorded for the year ended December 31, 2015. 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, up to an additional aggregate of $175.0 million in borrowings with certain financial institutions for which Bank of America, N.A. is acting as administrative agent. 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 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 December 31, 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 $10.3 million, $14.1 million and $9.9 million for the years ended December 31, 2017, 2016 and 2015. As of December 31, 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 $5.4 million was recorded in other non-current assets, net. As of December 31, 2017, the Company had $4.1 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents. 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 December 31, 2017, the Company had established letters of credit under the Working Capital Facility for up to $13.5 million related to insurance contracts. The 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 December 31, 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 $6.7 million, $6.1 million and $ 2.3 Interest Expense and Amortization of Debt Issuance Costs For the years ended December 31, 2017, 2016 and 2015, total interest expense incurred under debt obligations was $63.6 million, $33.4 million and $12.2 million, of which $8.8 million, $6.5 million and $3.5 million was amortization of debt issuance costs. Scheduled Maturities of Debt The scheduled maturities of debt as of December 31, 2017 are as follows (in thousands): 2018 $ 13,939 2019 13,939 2020 477,113 2021 278,085 2022 5,791 Thereafter 167,240 Total $ 956,107 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 11. Derivative financial instruments at fair value consisted of the following (in thousands): December 31, 2017 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 14,028 Other non-current assets Derivatives not designated as hedging instruments: Interest rate swaps $ 1,280 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 December 31, 2017, the notional amount of these interest rate swaps was $ 260.9 ve. 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 December 31, 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 consolidated statements of comprehensive income (loss) and the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (1,405 ) $ 13,133 $ — OCI Gains (losses) reclassified from AOCI into income - effective portion: Interest rate swaps $ 195 $ (407 ) $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 921 $ 1,591 $ — Other expense, net Year Ended December 31, 2017 2016 2015 Location of Gain (Loss) Derivatives not designated as hedging instruments: Interest rate swaps $ (1,280 ) $ — $ — Other expense, net |
Investment Funds
Investment Funds | 12 Months Ended |
Dec. 31, 2017 | |
Summarized Financial Data Of Subsidiary [Abstract] | |
Investment Funds | 12. As of December 31, 2017, and 2016, the Company had formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheets were as follows (in thousands): December 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 17,280 $ 23,190 Accounts receivable, net 5,143 3,958 Prepaid expenses and other current assets 952 761 Total current assets 23,375 27,909 Solar energy systems, net 1,486,023 1,273,813 Other non-current assets, net 6,792 1,781 Total assets $ 1,516,190 $ 1,303,503 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 16,437 $ 16,176 Current portion of deferred revenue 9,176 8,148 Accrued and other current liabilities 4,478 4,458 Total current liabilities 30,091 28,782 Deferred revenue, net of current portion 26,847 33,536 Other non-current liabilities 1,444 1,875 Total liabilities $ 58,382 $ 64,193 The Company consolidates the investment funds in which it has an equity interest, and all intercompany balances and transactions between the Company and the investment funds are eliminated in the consolidated financial statements. The Company determined that each of these investment funds meets the definition of a VIE. The Company uses a qualitative approach in assessing the consolidation requirement for VIEs that 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. The Company has considered the provisions within the contractual arrangements that grant it power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long-term customer contracts to be sold or contributed to the VIE, and installation, operation and maintenance of the solar energy systems. The Company considers that the rights granted to the other investors under the contractual arrangements are more protective in nature rather than participating rights. As such, the Company has determined it is the primary beneficiary of the VIEs for all periods presented. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. 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 December 31, 2017 and 2016, the cumulative total of contributions into the VIEs by all investors was $1,264.6 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. C&I Investment Fund In June 2016, the Company terminated the C&I investment fund that had been initiated in 2015. No projects were purchased by the fund prior to termination. As such, the Company did not have any assets or liabilities associated with the fund. In 2016, the Company paid a fee of $1.0 million to the C&I fund investor to terminate the fund and release any and all claims. 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 $58.2 million and $60.5 million as of December 31, 2017 and 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 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. In 2016, a one-time future lease payment reset mechanism occurred that resulted in a return of a portion of the upfront payment to the investor of $1.8 million. As of December 31, 2017 and 2016 the Company had recorded financing liabilities of $32.1 million and $40.4 million related to this fund arrangement, of which $26.4 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. As of December 31, 2017, the future minimum lease payments to be received from the fund investor for each of the next five years and thereafter were as follows (in thousands): Years Ending December 31, 2018 $ 2,994 2019 3,040 2020 3,087 2021 3,133 2022 3,180 Thereafter 3,992 Total minimum lease payments to be received $ 19,426 The fund investor is responsible for services such as warranty support, accounting, lease servicing and performance reporting, which have been outsourced to the Company under administrative and maintenance service agreements. 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 ITCs. The Company has concluded that the likelihood of a significant recapture event is remote and consequently has not recorded any liability in the 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. As of December 31, 2017, the Company has not made any payments 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. Distributions paid to reimburse fund investors totaled $8.4 million, $2.7 million and $5.0 million for the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017, the Company accrued an estimated $9.7 million in distributions to reimburse fund investors a portion of their capital contributions primarily due to a delay in solar energy systems being interconnected to the power grid. 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 December 31, 2017 and 2016, which is classified as restricted cash and cash equivalents. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests and Equity and Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Redeemable Non-Controlling Interests and Equity and Preferred Stock | 13. Common Stock The Company has 1.0 billion authorized shares of common stock. As of December 31, 2017 and 2016, the Company had 115.1 million and 110.2 million shares of common stock issued and outstanding. The Company had shares of common stock reserved for issuance as follows (in thousands): December 31, December 31, 2017 2016 Shares available for grant under equity incentive plans 12,774 11,596 Restricted stock units issued and outstanding 6,688 7,964 Stock options issued and outstanding 3,837 4,184 Long-term incentive plan 2,706 2,706 Total 26,005 26,450 Non-Controlling Interests and Redeemable Non-Controlling Interests During the year ended December 31, 2017, the Company purchased all of the third-party investor’s interests in a previously consolidated investment fund for $1.2 million. The purchase price is included in the caption “Distributions paid to non-controlling interests and redeemable non-controlling interests” in the consolidated statements of cash flows. The equity impact of the purchase is represented by the caption “Acquisition of redeemable non-controlling interests” in the consolidated statements of redeemable non-controlling interests and equity. After the acquisition, the investment fund is now a wholly owned entity of the Company. Six 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 six 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 $2.1 million to $4.1 million. The Put Options for these six 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 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 $1.2 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 2020. Preferred Stock In October 2014, the Company authorized 10.0 million shares of preferred stock that is issuable in series. As of December 31, 2017 and 2016, there were no series of preferred stock issued or designated. |
Equity Compensation Plans
Equity Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Compensation Plans | 14. 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 stock units, performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants. As of December 31, 2017, a total of 12.8 million shares of common stock were available for grant under the 2014 plan, subject to adjustment in the case of certain events. In addition, any shares that otherwise would be returned to the Omnibus Plan (as defined below) as the result of the expiration or termination of stock options may be added to the 2014 Plan. The number of shares available to grant under the 2014 Plan is subject to an annual increase on the first day of each year, equal to the least of 8.8 million shares, 4% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year and an amount of shares as determined by the Company. In accordance with the annual increase, an additional 4.4 million shares became available to grant in January 2017 under the 2014 Plan. As of December 31, 2017, there were 1.2 million time-based stock options and 6.7 million RSUs granted and outstanding under the 2014 Plan. The time-based options are subject to ratable time-based vesting over three to four years. Of the total RSUs outstanding, 5.3 million are subject to ratable time-based vesting over one to four years and 1.4 million vest quarterly or annually over two to four years subject to individual participants’ achievement of quarterly or annual performance goals. 2013 Omnibus Incentive Plan; Non-plan Option Grant T he Company’s 2013 Omnibus Incentive Plan (the “Omnibus Plan”) was terminated in connection with the adoption of the 2014 Plan in September 2014, and accordingly no additional shares are available for issuance under the Omnibus Plan. The Omnibus Plan will continue to govern outstanding awards granted under the plan. The stock options outstanding under the Omnibus Plan have a ten-year contractual period. Certain performance stock options were modified in 2016 as described in the section captioned “—Equity Award Modifications.” Long-term Incentive Plan In July 2013, the Company’s board of directors approved 4.1 million shares of common stock for six Long-term Incentive Plan Pools (“LTIP Pools”) that comprise the 2013 Long-term Incentive Plan (the “LTIP”). Participants in the LTIP are allocated a portion of the LTIP Pools relative to the performance of other participants on a measurement date that is determined once performance conditions are met. As of December 31, 2017, 1.1 million shares of common stock had been awarded to participants under the LTIP and 0.3 million shares had been returned to the 2014 Plan. As of December 31, 2017, 2.7 million shares remained outstanding, which will be granted when certain performance conditions are achieved. Equity Award Modifications Current CEO Equity Awards In May 2016, the Company appointed an interim CEO. In December 2016, the interim CEO was appointed as the permanent CEO. In connection with his interim appointment, the CEO was awarded 1.0 million stock options pursuant to the 2014 Plan, which were then cancelled and replaced with 0.5 million RSUs. Either award vested on the first anniversary of his start date, or if earlier, on the date on which a successor CEO was appointed. The cancellation of stock options and grant of RSUs was accounted for as a modification; however, there was no incremental value arising from the modification. As a result of the CEO’s permanent appointment, the RSUs became fully vested and all remaining expense was accelerated and recognized during the year ended December 31, 2016. Former CEO Resignation In May 2016, the Company accepted the resignation of its former CEO. Pursuant to a separation agreement, the Company accelerated the vesting of 0.2 million of the former CEO’s stock options. Further, all of the former CEO’s vested stock options were modified such that they will remain exercisable until the third anniversary of his termination date. As a result of these modifications, the Company recorded incremental stock-based compensation expense of $0.7 million during the year ended December 31, 2016. Omnibus Plan Performance Options In May 2016, the Company modified the unvested Omnibus Plan performance options (the “Tier II Options”). The modified Tier II Options vest annually over three years with the first vesting date occurring in May 2017. The original performance condition for the Tier II Options remains in effect and will trigger immediate vesting of the Tier II Options if it is met prior to the three-year time-based vesting period. Due to the modification, the Company now considers the Tier II Options to be time-based options. Additionally, the Company will record incremental stock-based compensation expense of approximately $1.5 million over the three-year time-based vesting period, subject to immediate acceleration if the performance condition is met prior to the three-year time-based vesting period. Stock Options Stock Option Activity Stock option activity for the year ended December 31, 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 561 3.34 Exercised (590 ) 1.08 Cancelled (318 ) 1.31 Outstanding—December 31, 2017 3,837 $ 2.01 6.9 $ 8,522 Options vested and exercisable—December 31, 2017 1,996 $ 1.64 6.1 $ 5,278 The following table summarizes stock option activity by range of exercise price as of December 31, 2017 (number of awards in thousands): Awards Outstanding Awards Exercisable Weighted-Average Remaining Number of Awards Contractual Life Weighted-Average Number of Awards Weighted-Average Range of Exercise Price Outstanding (in years) Exercise Price Exercisable Exercise Price $0.00 - $1.00 1,312 5.6 $ 1.00 940 $ 1.00 $1.01 - $2.00 1,248 6.1 1.30 809 1.30 $2.01 - $10.00 1,198 9.2 3.14 193 3.09 $10.01 - $16.00 79 7.3 12.63 54 12.63 Total 3,837 6.9 $ 2.01 1,996 $ 1.64 The weighted-average grant date fair value of time-based options granted during the years ended December 31, 2017, 2016 and 2015 was $2.25, $2.15 and $9.39 per share. The total intrinsic value of options exercised for the years ended December 31, 2017, 2016 and 2015 was $1.7 million, $5.6 million and $7.4 million. Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock. The total fair value of options vested for the years ended December 31, 2017, 2016 and 2015 was $1.5 million, $1.6 million and $14.8 million. Determination of Fair Value of Stock Options The Company estimates the fair value of the time-based stock options granted on each grant date using the Black-Scholes-Merton option pricing model and applies the accelerated attribution method for expense recognition. The fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 6.2 5.8 6.2 Volatility 75.3 % 83.1 % 89.0 % Risk-free interest rate 2.1 % 1.7 % 1.8 % Dividend yield 0.0 % 0.0 % 0.0 % Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected term of the option, (2) the expected volatility of the price of the Company’s common stock, (3) risk-free interest rates and (4) the expected dividend yield of the Company’s common stock. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. These assumptions and estimates are as follows: • Expected Term. The expected term represents the period that the Company’s option awards are expected to be outstanding. The Company utilized the simplified method in estimating the expected term of its options granted. The simplified method deems the term to be the average of the time to vesting and the contractual life of the options. • Expected Volatility. The volatility is derived from the average historical stock volatilities of the Company and a peer group of public companies within the Company’s industry that it considers to be comparable to its business over a period equivalent to the expected term of the stock-based grants. The Company did not rely on implied volatilities of traded options in its own or the industry peers’ common stock because of the low volume of activity. • Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term. • Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. RSUs RSU activity for the year ended December 31, 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 4,025 3.33 Vested (4,264 ) 3.23 Forfeited (1,037 ) 3.10 Outstanding at December 31, 2017 6,688 $ 3.20 The total fair value of RSUs vested was $12.0 million, $4.8 million, and $9.0 million for the years ended December 31, 2017, 2016 and 2015. The Company determined the fair value of RSUs granted on each grant date based on the fair value of the Company’s common stock on the grant date. Stock-Based Compensation Expense Stock-based compensation was included in operating expenses as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue $ 993 $ 2,428 $ 3,068 Sales and marketing 4,084 2,980 10,737 General and administrative 7,649 5,716 11,310 Research and development 191 (510 ) 489 Total stock-based compensation $ 12,917 $ 10,614 $ 25,604 The income tax benefit related to share-based compensation expense was $6.2 million, $5.5 million and $4.8 million for the years ended December 31, 2017, 2016 and 2015. Unrecognized stock-based compensation expense for time-based stock options and RSUs as of December 31, 2017 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs $ 13,530 1.6 Time-based stock options 1,930 1.5 Total unrecognized stock-based compensation expense $ 15,460 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income tax (benefit) expense is composed of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (9,233 ) $ (30,301 ) $ 52,578 State (8,864 ) 5,623 15,275 Total current (benefit) expense (18,097 ) (24,678 ) 67,853 Deferred: Federal (154,316 ) 31,122 (46,364 ) State 15,080 989 (11,752 ) Total deferred (benefit) expense (139,236 ) 32,111 (58,116 ) Income tax (benefit) expense $ (157,333 ) $ 7,433 $ 9,737 The Company operates in only one federal jurisdiction, the United States. The following table presents a reconciliation of the income tax benefit computed at the statutory federal rate and the Company’s income tax (benefit) expense (in thousands): Year Ended December 31, 2017 2016 2015 Income tax benefit—computed as 35% of pretax loss $ (52,102 ) $ (82,286 ) $ (85,235 ) Effect of non-controlling interests and redeemable non-controlling interests 70,219 91,183 93,221 Goodwill impairment — 12,810 — Amortization of prepaid tax asset 15,287 11,750 6,661 Effect of nondeductible expenses 2,781 6,942 1,232 State and local income tax expenses (net of federal benefit) 4,040 4,298 2,289 Effect of domestic production activities deduction — (473 ) (4,699 ) Effect of tax credits (11,849 ) (36,328 ) (4,106 ) Effect of federal tax rate reduction from 35% to 21% (187,501 ) — — Other 1,792 (463 ) 374 Income tax (benefit) expense $ (157,333 ) $ 7,433 $ 9,737 The TCJA was enacted on December 22, 2017. ASC 740 requires the effect of tax rate and law changes on deferred taxes to be recognized in the reporting period in which the legislation is enacted. This effect is required to be recorded as a component of the income tax provision. The TCJA made significant changes to the U.S. tax code including reducing the U.S. federal corporate tax rate from 35% to 21% effective on January 1, 2018. The TCJA also includes new tax laws that will impact the Company’s taxable income beginning in 2018, which include, but are not limited to a provision that limits the amount of deductible interest expense, full expensing of acquired property, limitations on the utilization of NOL carryforwards, the repeal of the domestic production activity deduction, limitations on the deductibility of certain executive compensation, and the tax year of income inclusion. The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has recorded a provisional net tax benefit of $187.5 million related to the remeasurement of its deferred tax balances to reflect the corporate rate reduction in the period ending December 31, 2017. Although the Company is able to make a reasonable estimate of the impact of the reduced corporate rate, it continues to analyze the temporary differences that existed on the date of enactment. The impact of the TCJA may differ from the Company’s estimates, possibly materially, due to, among other things, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the TCJA. The Company is also currently analyzing other previously mentioned provisions of the TCJA that come into effect for tax years starting after 2017 to determine if these items would impact the effective tax rate. Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits. The differences are measured by applying currently enacted tax laws. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Accruals and reserves $ 4,154 $ 8,523 Stock-based compensation 5,047 7,791 Tax credits 43,071 1,744 Net operating losses 5,847 — Depreciation and amortization 2,160 — Other 324 351 Gross deferred tax assets 60,603 18,409 Valuation allowance (329 ) (204 ) Net deferred tax assets 60,274 18,205 Deferred tax liabilities: Investment in solar funds (361,284 ) (368,536 ) Depreciation and amortization (37,121 ) (38,116 ) Interest rate swaps (3,458 ) (5,732 ) Accruals and reserves (793 ) (1,039 ) Gross deferred tax liabilities (402,656 ) (413,423 ) Net deferred tax liabilities $ (342,382 ) $ (395,218 ) The Company sells solar energy systems under long-term customer contracts to substantially all of 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 not recognized in the 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 $505.9 million and $419.5 million as of December 31, 2017 and 2016. The future reversal of deferred tax liabilities is expected to produce a sufficient source of future taxable income of the necessary character and in the necessary periods and jurisdictions to support the realization of the deferred tax assets. As such, no valuation allowance is required except for as noted below. The Company had state net operating loss carryforwards of approximately $95.5 million and $1.1 million (the “NOLs”), available to offset future state taxable income as of December 31, 2017 and 2016. The NOLs expire in varying amounts from 2029 through 2037 for state tax purposes if unused. As of December 31, 2017 and 2016, the Company recognized a valuation allowance of $0.3 million and $0.2 million for the existing state NOLs and other existing state tax attributes due to state-imposed limitations on their utilization. The Company reported federal business tax credits, primarily composed of ITCs, of $12.5 million and $36.3 million for the years ended December 31, 2017 and 2016. The Company accounts for its federal business tax credits as a reduction of income tax expense in the year in which the credits arise. The Company reported AMT credits of $0.9 million and $0.8 million for the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, the Company had $11.1 million and $33.2 million of federal income tax refunds receivable which were recorded in prepaid expenses and other current assets. As of December 31, 2017 and 2016, the Company had $9.7 million and $2.6 million of state income tax refunds receivable which were recorded in prepaid expenses and other current assets. Uncertain Tax Positions As of December 31, 2017 and 2016, the Company had no unrecognized tax benefits. There were no interest and penalties accrued for any uncertain tax positions as of December 31, 2017 and 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 12 months of the year ended December 31, 2017. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. The Company’s operations included the following expenses from related party transactions (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue—operating leases and incentives $ 701 $ 3,311 $ 6,054 Sales and marketing 2,643 2,610 2,133 General and administrative 139 749 5,241 Vivint Services The Company has negotiated and entered into a number of agreements with its sister company, 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 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 these agreements and its ongoing relationship with Vivint of $2.5 million, $4.3 million and $8.0 million for the years ended December 31, 2017, 2016 and 2015. These amounts reflect the level of services provided by Vivint on behalf of the Company. Payables to Vivint recorded in accounts payable—related party were $0.2 million as of December 31, 2017 and 2016. These payables include amounts due to Vivint related to the services agreements and other miscellaneous intercompany payables. Additionally, during the year ended December 31, 2016, the Company agreed to install a solar energy system for a corporate entity in exchange for $1.5 million of value-in-kind consideration. Vivint will utilize approximately $0.6 million of that consideration over three years, which will be applied as a reduction of amounts owed to Vivint by the Company over that period. Advisory Agreements In May 2014, the Company entered into an advisory agreement with Blackstone Advisory Partners L.P. (“BAP”), an affiliate of the Sponsor, under which BAP would provide financial advisory and placement services related to the Company’s financing of residential solar energy systems. In August 2015, this agreement was terminated. Under the agreement, the Company was required under certain circumstances to pay a placement fee to BAP ranging from 0.75% to 1.5% of the transaction capital, depending on the identity of the investor and whether the financing related to residential or commercial projects. The Company incurred fees under these agreements of $4.4 million for the year ended December 31, 2015. The amount was recorded in general and administrative expense. No fees were incurred under these agreements during the years ended December 31, 2017 and 2016. Advances Receivable — Net a 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 $1.2 million and $1.6 million as of December 31, 2017 and 2016, included in distributions payable to non-controlling and redeemable non-controlling interests. See Note 12—Investment Funds. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Non-Cancellable Operating Leases In September 2014, the Company entered into a non-cancellable lease, which was subsequently amended in July 2015 and October 2016, whereby the Company terminated the lease for its prior corporate headquarters in Lehi, Utah and moved to another building in the same general location. The new headquarters lease is classified and accounted for as a non-cancellable operating lease. The lease term is 12 years, with the option to extend for two additional periods of five years. The base rent for this building commenced at approximately $0.3 million per month and will increase over the term of the lease, as amended, at a rate of 2.5% annually. In July 2015, the Company entered into a non-cancellable lease for a second office building on the corporate headquarters campus. Subsequently in October 2016, the lease was amended resulting in a new anticipated lease commencement date of January 1, 2020. The second office building will provide approximately 150,000 square feet of office space. The lease term is 12 years, with the option to extend for two additional periods of five years. The monthly rent payments will commence at approximately $0.4 million and increase at a rate of 2.5% annually. As a result, the Company expects to make total lease payments of $57.7 million over the initial term of the lease. The Company has entered into lease agreements for warehouses and related equipment located in states in which the Company conducts operations. The warehouse lease agreements range from a term of one to seven years, with the majority having a term of three years. The equipment lease agreements range from three to five years, and include basic renewal options for an additional set period, continued renting by the month, or return of the unit. For all non-cancellable lease arrangements, there are no bargain renewal options, penalties for failure to renew, or any guarantee by the Company of the lessor’s debt or a loan from the Company to the lessor related to the leased property. Aggregate lease expense for these non-cancellable operating lease arrangements was $16.3 million, $17.4 million and $11.0 million for the years ended December 31, 2017, 2016 and 2015. For operating leases having initial or remaining lease terms in excess of one year, the total minimum rental payments to be received under noncancelable subleases was $0.5 million as of December 31, 2017. Rental payments received under non-cancellable subleases are recorded as a reduction to operating lease expense. Future minimum lease payments under non-cancellable operating leases as of December 31, 2017 were as follows (in thousands): Years Ending December 31, 2018 $ 11,161 2019 7,290 2020 8,326 2021 9,331 2022 9,212 Thereafter 73,090 Total minimum lease payments $ 118,410 Letters of Credit As of December 31, 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 up to $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. Distributions paid to reimburse fund investors totaled $8.4 million, $2.7 million and $5.0 million for the years ended December 31, 2017, 2016, and 2015. As of December 31, 2017, the Company accrued an estimated $9.7 million in distributions to reimburse fund investors a portion of their capital contributions primarily due to a delay in solar energy systems being interconnected to the power grid and other factors. Legal Proceedings 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 disputed the allegations in both the original and amended complaints. In January 2018, the parties reached a settlement with the two individual plaintiffs. Under the settlement, in addition to certain changes to its sales process and immaterial compensation payments to the individual plaintiffs, the Company agreed to pay attorneys’ fees in an amount that has yet to be determined but is expected to be immaterial and will be submitted to the court. 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 Pe
Basic and Diluted Net Income Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | 18. The Company computes basic net income per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could be exercised or converted into common shares, and is computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding plus the effect of potentially dilutive shares to purchase common stock. The following table sets forth the computation of the Company’s basic and diluted net income available per share to common stockholders for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Numerator: Net income available to common stockholders $ 209,098 $ 17,986 $ 13,080 Denominator: Shares used in computing net income available per share to common stockholders, basic 113,132 108,190 106,088 Weighted-average effect of potentially dilutive shares to purchase common stock 5,136 4,348 3,770 Shares used in computing net income available per share to common stockholders, diluted 118,268 112,538 109,858 Net income available per share to common stockholders: Basic $ 1.85 $ 0.17 $ 0.12 Diluted $ 1.77 $ 0.16 $ 0.12 In May 2016, the Company modified the unvested performance stock options to vest annually over three years with the first vesting date occurring in May 2017. See Note 14—Equity Compensation Plans. As such, all stock options were considered in the computation of diluted net income (loss) per share on a weighted-average basis as of December 31, 2017 and 2016. As of December 31, 2015, stock-based awards for 3.3 million underlying shares of common stock were subject to performance conditions that had not yet been met. Accordingly, these performance-based stock awards were not included in the computation of diluted net income per share for the year ended December 31, 2015. In addition, options remaining to be granted under the LTIP Pools were not included in the computation of diluted net income per share as these shares had not been granted as of December 31, 2017, 2016 and 2015. For the years ended December 31, 2017, 2016 and 2015, 1.0 million, 0.3 million and a de minimis number of shares were excluded from the dilutive share calculations as the effect on net income per share would have been antidilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Investment Funds In February 2018, a wholly owned subsidiary of the Company entered into an investment fund arrangement with an existing fund investor. The total commitment under the investment fund arrangement is $75.0 million. The Company’s wholly owned subsidiary has the right to elect to require the fund investor to sell all of its membership units to the Company’s wholly owned subsidiary once certain conditions have been met. The purchase price for the fund investor’s interests is determined based on the fair market value of those interests at the time the option is exercised. The Company has not yet completed its assessment of whether the investment fund arrangement is a VIE. Subsequent to quarter end, the Company entered into non-binding letters of intent for five new tax equity investment funds for an aggregate $401 million. The fund investors’ obligations under the letters of intent are subject to the satisfaction of certain conditions, including negotiation of definitive documentation. If the commitments are consummated, the Company will assess whether the investment fund arrangements are VIEs. Interest Rate Swaps In January 2018, the Company entered into additional interest rate swaps with a notional amount of $73.0 million. The additional interest rate swaps were required by the terms of the Aggregation Facility due to additional draws on the Aggregation Facility made by the Company during the year ended December 31, 2017. These additional interest rate swaps were not designated as hedge instruments. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect the accounts and operations of the Company, its subsidiaries in which the Company has a controlling financial interest and the investment funds formed to fund the purchase of solar energy systems under long-term customer contracts, which are consolidated as variable interest entities (“VIEs”). The Company uses a qualitative approach in assessing the consolidation requirement for 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. 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 regarding these VIEs, see Note 12—Investment Funds. Certain prior period amounts have been reclassified to conform to current year presentation. These reclassifications did not have a significant impact on the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Cash equivalents consist principally of time deposits and money market accounts with high quality financial institutions. |
Restricted Cash | Restricted Cash The Company’s guaranty agreements with certain of its fund investors require the maintenance of minimum cash balances of $10.0 million. For additional information, see Note 12—Investment Funds. As of December 31, 2017, the Company also had $36.5 million in required reserves outstanding in separate collateral accounts in accordance with the terms of its various debt obligations. For additional information, see Note 10—Debt Obligations. These minimum cash balances are classified as restricted cash. |
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 the 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. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly PPA power generation not yet invoiced and the monthly bill rate of Solar Leases as of the end of the reporting period. The Company estimates its allowance for doubtful accounts based upon the collectability of the receivables in light of historical trends and adverse situations that may affect customers’ ability to pay. Revisions to the allowance are recorded as an adjustment to bad debt expense or as a reduction to revenue when collectability is not reasonably assured. After appropriate collection efforts are exhausted, specific accounts receivable deemed to be uncollectible would be charged against the allowance in the period they are deemed uncollectible. Recoveries of accounts receivable previously written-off are recorded as credits to bad debt expense. The Company had an allowance for doubtful accounts of $3.6 million and $1.8 million as of December 31, 2017 and 2016. |
Inventories | Inventories Effective January 1, 2017, the Company adopted Accounting Standards Update (“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 consolidated financial statements. Inventories include solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Inventory is stated at the lower of cost, on a FIFO basis, or net realizable value. Upon interconnection to the power grid, solar energy system inventory is removed using the specific identification method. Inventories also include components related to photovoltaic installation products and are stated at the lower of cost, on an average cost basis, or net realizable value. The Company evaluates its inventory reserves on a quarterly basis and writes down the value of inventories for estimated excess and obsolete inventories based on assumptions about future demand and market conditions. See Note 4—Inventories. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated concentration risk for cash and cash equivalents is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. Approximately 64% of accounts receivable, net as of December 31, 2017 was due from a third-party loan provider that offers financing to System Sales customers. The Company does not require collateral or other security to support accounts receivable. The Company is not dependent on any single customer outside of the third-party loan providers. The Company purchases solar panels, inverters and other system components from a limited number of suppliers. Three suppliers accounted for approximately 99% of the solar photovoltaic module purchases for the year ended December 31, 2017. Two suppliers accounted for approximately 98 As of December 31, 2017, the Company’s customers are located in 21 states. Solar energy system installations in California accounted for approximately 39 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level II—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level III—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s financial instruments measured on a recurring basis consist of Level II assets. See Note 3—Fair Value Measurements. |
Investment Tax Credits (ITCs) | Investment Tax Credits (ITCs) The Company applies for and receives ITCs under Section 48(a) of the Internal Revenue Code. The amount for the ITC is equal to 30% of the value of eligible solar property. The Company receives all ITCs for solar energy systems that are not sold to customers or placed in its investment funds. The Company accounts for its ITCs as a reduction of income tax expense in the year in which the credits arise. The Company receives minimal allocations of ITCs for solar energy systems placed in its investment funds as the majority of such credits are allocated to the fund investor. Some of the Company’s investment funds obligate it to make certain fund investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of ITCs as a result of the Internal Revenue Service’s (the “IRS”) assessment of the fair value of such systems. The Company has concluded that the likelihood of a recapture event related to these assessments is remote and consequently has not recorded any liability in the consolidated financial statements for any potential recapture exposure. |
Solar Energy Systems, Net | Solar Energy Systems, Net The Company sells energy to customers through PPAs or leases solar energy systems to customers through Solar Leases. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, the related solar energy systems are stated at cost, less accumulated depreciation and amortization. The Company also sells solar energy systems to customers through System Sales. Systems that are sold to customers are not part of solar energy systems, net. Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems subject to PPAs or Solar Leases. System equipment costs include components such as solar panels, inverters, racking systems and other electrical equipment, as well as costs for design and installation activities once a long-term customer contract has been executed. Initial direct costs related to solar energy systems consist of sales commissions and other direct customer acquisition expenses. System equipment costs and initial direct costs are capitalized and recorded within solar energy systems, net. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Lives System equipment costs 30 years Initial direct costs related to solar energy systems Lease term (20 years) System equipment costs are depreciated and initial direct costs are amortized once the respective systems have been installed, interconnected to the power grid and received permission to operate. The determination of the useful lives of assets included within solar energy systems involves significant management judgment. As of December 31, 2017 and 2016, the Company had recorded costs of $1,803.2 million and $1,532.1 million in solar energy systems, of which $1,717.3 million and $1,417.4 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $129.6 million and $73.8 million. |
Property and Equipment, Net | Property and Equipment, Net The Company’s property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Vehicles leased under capital leases are depreciated over the life of the lease term, which is typically three to five years. The estimated useful lives of computer equipment, furniture, fixtures and purchased software are three years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The estimated useful lives of leasehold improvements currently range from one to 12 years. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements that extend the useful lives of existing assets would be capitalized and depreciated over their estimated useful lives. |
Intangible Assets | Intangible Assets The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The Company tests these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The Company recorded amortization for internal-use software of $0.4 million, $0.8 million, and $0.2 million for the years ended December 31, 2017, 2016, and 2015. Other finite-lived intangible assets, which consist of developed technology acquired in business combinations, trademarks/trade names and customer relationships are initially recorded at fair value and presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes customer relationships over five years, trademarks/trade names over 10 years and developed technology over |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying amounts of the Company’s long-lived assets, including solar energy systems, property and equipment and finite-lived intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that the Company considers in deciding when to perform an impairment review include significant negative industry or economic trends, and significant changes or planned changes in the Company’s use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. In February 2015, the Company ceased the external sales of two Solmetric Corporation (“Solmetric”) products: the SunEye and PV Designer. This change was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. See Note 7—Intangible Assets and Goodwill. |
Goodwill Impairment Analysis | Goodwill Impairment Analysis Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired. During the first quarter of 2016, the Company’s market capitalization decreased significantly from $1.0 billion as of December 31, 2015 to $283 million as of March 31, 2016. 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, which was recorded in impairment of goodwill and intangible assets for the year ended December 31, 2016. Prior to goodwill being impaired in 2016, the Company performed its annual impairment test of goodwill as of October 1st of each fiscal year or whenever events or circumstances changed that would indicate that goodwill might be impaired. In conducting the impairment test, the Company first assessed qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the two-step goodwill impairment test. If the qualitative step was not passed, the Company performed a two-step impairment test whereby in the first step, the Company would compare the fair value of the reporting unit with its carrying amount. If the carrying amount exceeded its fair value, the Company performed the second step of the goodwill impairment test to determine the amount of impairment. The second step, measuring the impairment loss, compared the implied fair value of the goodwill with the carrying value of the goodwill. Any excess of the goodwill carrying value over the implied fair value would be recognized as an impairment loss. |
Prepaid Tax Asset, Net | Prepaid Tax Asset, Net The Company recognizes sales of 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 has been eliminated in the 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 recorded as a prepaid tax asset and amortized as deferred tax expense over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets primarily consist of interest rate swaps, the long-term portion of lease incentive assets, advances receivable due from sales representatives, debt issuance costs, prepaid insurance, a straight-line lease asset and long-term refundable rent deposits. For additional information regarding the interest rate swaps, see “—Derivative Financial Instruments” and Note 11—Derivative Financial Instruments. Lease incentives represent cash payments made by the Company to customers in order to finalize long-term customer contracts. The Company provides advance payments of compensation to direct-sales personnel under certain circumstances. The advance is repaid as a reduction of the direct-sales personnel’s future compensation. The Company has established an allowance related to advances to direct-sales personnel who have terminated their employment agreement with the Company. These are non-interest-bearing advances. Debt issuance costs represent costs incurred in connection with obtaining revolving debt financings and are deferred and amortized utilizing the straight-line method, which approximates the effective-interest method, over the term of the related financing. During the year ended December 31, 2017, the Company acquired two insurance policies to mitigate the risk of ITC recapture. The insurance premiums are being amortized on a straight-line basis over the policy period. For Solar Lease agreements, the Company recognizes revenue on a straight-line basis over the lease term and records an asset that represents future customer payments. |
Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests | Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests As discussed in Note 12—Investment Funds, the Company and fund investors have formed various investment funds that the Company consolidates as the Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. These VIEs are required to pay cumulative cash distributions to their respective fund investors. The Company accrues amounts payable to fund investors in distributions payable to non-controlling interests and redeemable non-controlling interests. |
Deferred Revenue | Deferred Revenue Deferred revenue primarily includes deferred ITC revenue, rebate incentives and cash received related to System Sales. Deferred ITC revenue is related to a lease pass-through arrangement in which a portion of the rent prepayment is allocated to ITC revenue. Rebate incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. A portion of the cash received for System Sales is attributable to administrative services and is deferred over the period that the administrative services are provided. The majority of the cash received for System Sales is deferred until the solar energy systems are interconnected to the local power grids and receive permission to operate. See “ — |
Home Installation Accruals and Warranties | Home Installation Accruals and Warranties The Company typically warrants solar energy systems sold to customers for periods of one to ten years against defects in design and workmanship, and for periods of one to ten years that installations will remain watertight. The manufacturers’ warranties on the solar energy system components, which are typically passed through to the customers, have typical product warranty periods of 10 to 20 years and a limited performance warranty period of 25 years. The Company warrants its photovoltaic installation devices for six months to one year against defects in materials or installation workmanship. The Company generally assesses a loss contingency accrual for damages related to home installations and roof penetrations, and provides for their estimated cost at the time the related revenue is recognized. The Company assesses the accrued home installation and roof penetration reserves regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. The current portion of this accrual is recorded as a component of accrued and other current liabilities and was $1.4 million and $0.8 million as of December 31, 2017 and 2016. The non-current portion of this accrual is recorded as a component of other non-current liabilities and was $2.1 million and $0.8 million as of December 31, 2017 and 2016. |
Derivative Financial Instruments | Derivative Financial Instruments The Company maintains interest rate swaps as required by the terms of its debt agreements. See Note 10—Debt Obligations. The interest rate swaps related to the 2016 Term Loan Facility are designated as cash flow hedges. Changes in fair value for the effective portions of these cash flow hedges are recorded in other comprehensive (loss) income (“OCI”) and will subsequently be reclassified to interest expense over the life of the related debt facility as interest payments are made. Changes in fair value for the ineffective portions of the cash flow hedges are recognized in other expense (income), net. As interest payments for the associated debt agreement and derivatives are recognized, the Company includes the effect of these payments in cash flows from operating activities within the consolidated statements of cash flows. The interest rate swaps related to the Aggregation Facility are not designated as hedge instruments and any changes in fair value are accounted for in other expense (income), net. Derivative instruments may be offset under their master netting arrangements. See Note 11—Derivative Financial Instruments. |
Comprehensive Income | Comprehensive Income Due to the Company entering into interest rate swaps, OCI includes unrealized gains on the cash flow hedges for the years ended December 31, 2017 and 2016. Prior to 2016, the Company had no comprehensive income or loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery or performance has occurred, (3) the sales price is fixed or determinable and (4) collectability is reasonably assured. The Company’s revenue is comprised of operating leases and incentives, and solar energy system and product sales as captioned in the consolidated statements of operations. Operating leases and incentives revenue includes PPA and Solar Lease revenue, solar renewable energy certificates (“SRECs”) sales, ITC revenue and rebate incentives. Solar energy system and product sales revenue includes System Sales, which may include structural upgrades in sales contracts and SREC sales related to sold systems, and the sale of photovoltaic installation products. Revenue is recorded net of any sales tax collected. Operating Leases and Incentives Revenue The Company’s most common revenue-generating activity consists of entering into PPAs with residential customers, under which the customer agrees to purchase all of the power generated by the solar energy system for the term of the contract, which is 20 years. The agreement includes a fixed price per kilowatt hour with a fixed annual price escalation percentage. Customers have not historically been charged for installation or activation of the solar energy system. For all PPAs, the Company assesses the probability of collectability on a customer-by-customer basis through a credit review process that evaluates their financial condition and ability to pay. The Company has determined that PPAs should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. As PPA customer payments are dependent on power generation, they are considered contingent rentals and are excluded from future minimum annual lease payments. PPA revenue is recognized based on the actual amount of power generated at rates specified under the contracts, assuming the other revenue recognition criteria discussed above are met. The Company also offers solar energy systems to customers pursuant to Solar Leases in certain markets. The customer agreements are structured as Solar Leases due to local regulations that can be read to prohibit the sale of electricity pursuant to the Company’s standard PPA. Pursuant to Solar Leases, the customers’ monthly payments are a pre-determined amount calculated based on the expected solar energy generation by the system and includes an annual fixed percentage price escalation over the period of the contracts, which is 20 years. The Company provides its Solar Lease customers a performance guarantee, under which the Company agrees to make a payment at the end of each year to the customer if the solar energy system does not meet a guaranteed production level in the prior 12-month period. At times the Company makes nominal cash payments to customers in order to facilitate the finalization of long-term customer contracts and the installation of related solar energy systems. These cash payments are considered lease incentives that are deferred and recognized over the term of the contract as a reduction of revenue. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments, or (2) straight-lines the contracted payments over the initial term of the lease. Solar energy performance guarantee liabilities were $0.1 million and de minimis as of December 31, 2017 and 2016. Future minimum annual lease receipts due from customers under Solar Leases as of December 31, 2017 are as follows (in thousands): Years Ending December 31, 2018 $ 6,266 2019 6,448 2020 6,635 2021 6,827 2022 7,025 The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it has installed. When SRECs are granted, the Company typically sells them to other companies directly, or to brokers, to assist them in meeting their own mandatory emission reduction or conservation requirements. The Company recognizes revenue related to the sale of these certificates upon delivery, assuming the other revenue recognition criteria discussed above are met. Total SREC revenue was $33.8 million, $19.3 million and $13.9 million for the years ended December 31, 2017, 2016 and 2015. Lease Pass-Through Arrangement In 2015, a lease pass-through fund arrangement became operational under which the Company contributed solar energy systems and the investor contributed cash. Contemporaneously, a wholly owned subsidiary of the Company entered into a master lease arrangement to lease the solar energy systems and the associated PPAs or Solar Leases to the fund investor. The Company’s wholly owned subsidiary made a tax election to pass the ITCs related to the solar energy systems through to the fund investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. Under this arrangement, the fund investor made a large upfront lease payment 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. 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 wholly owned subsidiary has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes ITC 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 in the consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to the ITCs is recognized as operating leases and incentives revenue in the consolidated statements of operations based on the anniversary of each solar energy system’s placed in service date. Solar Energy System Sales System Sale revenue is recognized when the solar energy system is interconnected to the local power grid and granted permission to operate, assuming all other revenue recognition criteria are met. With respect to System Sales where customers obtain third-party financing, the Company incurs a lender fee, which is recognized as a direct reduction of the recognized revenue related to the sale. Additionally, customers who finance System Sales may require structural upgrades to facilitate the installation of the system, which the Company provides for an additional fee. This revenue is recognized at the point the structural upgrade work is completed, assuming all other revenue recognition criteria are met. In connection with a System Sale, the Company is obligated to assist with processing and submitting customer claims on the manufacturer warranties, provide routine system monitoring services on sold systems and notify the customer of any problems. While the value and nature of these services is not significant, the Company considers these services to have standalone value to the customer. Therefore, the Company allocates a portion of the contract consideration to these administrative and maintenance services based on the relative selling price method and the Company recognizes the deferred revenue over the contractual service term. As of December 31, 2017 and 2016, the Company’s obligations to customers subsequent to the sale of solar energy systems were approximately $2.1 0.4 Photovoltaic Installation Products The Company also recognizes revenue from the sale of photovoltaic installation products. These sales are standalone and are recognized at the time of product shipment to the customer, assuming the remaining revenue recognition criteria have been met. |
Cost of Revenue | Cost of Revenue Cost of Revenue—Operating Leases and Incentives Cost of revenue—operating leases and incentives includes the depreciation of the cost of solar energy systems under long-term customer contracts and the amortization of the related capitalized initial direct costs. It also includes allocated indirect material and labor costs related to the processing; account creation; design; installation; interconnection and servicing of solar energy systems that are not capitalized, such as personnel costs not directly associated to a solar energy system installation; warehouse rent and utilities; and fleet vehicle executory costs. The cost of operating leases and incentives also includes allocated facilities and information technology costs. The cost of revenue for the sales of SRECs is limited to broker fees which are paid in connection with certain SREC transactions. Cost of Revenue—Solar Energy System and Product Sales Cost of revenue—solar energy system and product sales consists of direct and allocated indirect material and labor costs for System Sales, photovoltaic installation products and structural upgrades. Indirect material and labor costs are ratably allocated to System Sales and include costs related to the processing; account creation; design; installation; interconnection and servicing of solar energy systems, such as personnel costs not directly associated to a solar energy system installation; warehouse rent and utilities; and fleet vehicle executory costs. The cost of solar energy system and product sales also includes allocated facilities and information technology costs. Costs of solar energy system sales are recognized in conjunction with the related revenue upon the solar energy system passing an inspection by the responsible governmental department after completion of system installation and interconnection to the local power grid, assuming all other revenue recognition criteria are met. |
Research and Development | Research and Development Research and development expense is primarily comprised of salaries and benefits associated with research and development personnel and other costs related to photovoltaic installation products and the development of other solar technologies. Research and development costs are charged to expense when incurred. The Company’s research and development expense was $3.3 million, $3.0 million and $3.9 million for the years ended December 31, 2017, 2016 and 2015. |
Advertising Costs | Advertising Costs Advertising costs are expensed when incurred and are included in sales and marketing expenses in the consolidated statements of operations. The Company’s advertising expense was $2.3 million, $2.3 million and $4.5 million for the years ended December 31, 2017, 2016 and 2015. |
Vivint Related Party Expenses | Vivint Related Party Expenses The consolidated financial statements reflect all costs of doing business, including the allocation of expenses incurred by Vivint, Inc. (“Vivint”) on behalf of the Company. The Company has historically relied on the technical support of Vivint to run its business. The Company used certain of Vivint’s information technology and infrastructure until transitioning off in July 2017. These expenses were allocated to the Company on a basis that was considered to reasonably reflect the utilization of the services provided to, or the benefit obtained by, the Company. For additional information, see Note 16—Related Party Transactions. |
Other Expense (Income), Net | Other Expense (Income), Net For the year ended December 31, 2017, other expense (income), net primarily includes changes in fair value for the ineffective portions of the cash flow hedges and the interest rate swaps not designated as hedges. |
Provision for Income Taxes | Provision for Income Taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes are classified as long-term and reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. As required by ASC 740, the Company recognizes the effect of tax rate and law changes on deferred taxes in the reporting period in which the legislation is enacted. The Company recognizes sales of solar energy systems to substantially all of 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 not recognized in the 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 recorded as a prepaid tax asset and amortized over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within income tax (benefit) expense. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each restricted stock unit award and performance share unit award is determined as the closing price of the Company’s stock on the date of grant. The fair value of each time-based employee stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company recognizes compensation costs using the accelerated attribution method for all employee stock-based compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. Stock-based compensation expense for equity instruments issued to non-employees is recognized based on the estimated fair value of the equity instrument. The fair value of the non-employee awards is subject to remeasurement at each reporting period until services required under the arrangement are completed, which is the vesting date. Effective January 1, 2017, the Company adopted 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 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 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 classified as a financing activity on the 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 consolidated income statements and the presentation of excess tax benefits on the 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 consolidated financial statements. |
Post-Employment Benefits | Post-Employment Benefits In 2016, the Company began to sponsor its own 401(k) Plan that covered all of the Company’s eligible employees. In 2015, the Company participated in a 401(k) Plan sponsored by Vivint that covered all of the Company’s eligible employees. The Company did not provide a discretionary company match to employee contributions during any of the periods presented. |
Non-Controlling Interests and Redeemable Non-Controlling Interests | Non-Controlling Interests and Redeemable Non-Controlling Interests Non-controlling interests and redeemable non-controlling interests represent fund investors’ interests in the net assets of certain consolidated investment funds, which have been entered into by the Company in order to finance the costs of solar energy systems under long-term customer contracts. The Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements, which gives rise to the non-controlling interests and redeemable non-controlling interests. The Company has further determined that the appropriate methodology for attributing income and loss to the non-controlling interests and redeemable non-controlling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests and redeemable non-controlling interests in the consolidated statements of operations reflect changes in the amounts the fund investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these structures, assuming the net assets of these funding structures were liquidated at recorded amounts. The fund investors’ non-controlling interest in the results of operations of these funding structures is determined as the difference in the non-controlling interests’ and redeemable non-controlling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the fund and the fund investors. Attributing income and loss to the non-controlling interests and redeemable non-controlling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that fund investors would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that fund investors would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the non-controlling and redeemable non-controlling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to non-controlling interests and redeemable non-controlling interests from quarter to quarter. The Company classifies certain non-controlling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Estimated redemption value is calculated as the discounted cash flows subsequent to the expected flip date of the respective investment funds. Redeemable non-controlling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. Estimating the redemption value of the redeemable non-controlling interests requires the use of significant assumptions and estimates. Changes in these assumptions and estimates can have a significant impact on the calculation of the redemption value. |
Loss Contingencies | Loss Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. |
Segment Information | Segment Information The Company’s chief operating decision maker is its chief executive officer. The chief executive officer reviews financial information for purposes of allocating resources and evaluating financial performance. From the second quarter of 2015 through the second quarter of 2016, the Company had aligned its operations as two reporting segments, (1) Residential and (2) Commercial and Industrial (“C&I”), as the result of entering into a C&I investment fund with plans to service customers in the C&I market. During that time, no projects were initiated within the fund and no revenue was recorded in the C&I segment. In June 2016, the Company ended its C&I investment fund and settled with a $1.0 million termination fee. As a result of this termination, the Company realigned and consolidated its reporting segments as the Residential segment, which is again the Company’s only reporting segment. No restatement of prior periods is necessary, as the restated prior periods are the previously disclosed consolidated statements of operations. Operating expenses in the C&I segment included sales and marketing and general and administrative. For the year ended December 31, 2016 and 2015, sales and marketing expense was $0.3 million and $0.7 million. For the year ended December 31, 2016 and 2015, general and administrative expense was $1.5 million and $2.2 million. The Company did not have any assets or liabilities associated with the C&I fund. For additional information regarding the termination of the C&I investment fund, see Note 12—Investment Funds. |
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 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 method of revenue recognition in the consolidated financial statements. The Company has analyzed the impact of Topic 606 on System Sales and photovoltaic installation products, and has concluded that it will not have a material impact on the method of revenue recognition in the 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 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. For example, if Topic 606 was applied retrospectively, the revenue recognized in fiscal 2016 would increase by approximately $12 million and the revenue recognized in fiscal 2017 would be reduced by approximately $8 million. New Lease Guidance In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update primarily changes the recognition by lessees of lease assets and liabilities for leases currently classified as operating leases. Lessor accounting remains largely unchanged. This update is effective in fiscal years beginning after December 15, 2018 for public business entities and early adoption is permitted. The amendments are required to be applied using a modified retrospective approach. The Company has determined to adopt this ASU effective January 1, 2019. The Company has operating leases that will be affected by this update and the Company is still evaluating the full impact on its consolidated financial statements and related disclosures. The impact is not expected to be significant to the Company’s consolidated financial statements. Other Recent Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. 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 AOCI with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year of adoption. This ASU will not have a material impact on the Company’s consolidated financial statements and related disclosures. The Company will 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. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of the Respective Assets | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Lives System equipment costs 30 years Initial direct costs related to solar energy systems Lease term (20 years) |
Schedule of Future Minimum Annual Lease Receipts Due From Customers | Future minimum annual lease receipts due from customers under Solar Leases as of December 31, 2017 are as follows (in thousands): Years Ending December 31, 2018 $ 6,266 2019 6,448 2020 6,635 2021 6,827 2022 7,025 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 14,028 $ — $ 14,028 Financial Liabilities Interest rate swaps $ — $ 1,280 $ — $ 1,280 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): December 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 757,044 $ 757,044 $ 771,852 $ 771,852 Fixed-rate long-term debt 199,063 238,618 — — Total $ 956,107 $ 995,662 $ 771,852 $ 771,852 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): December 31, December 31, 2017 2016 Solar energy systems held for sale $ 21,971 $ 10,540 Photovoltaic installation products 626 745 Total inventories $ 22,597 $ 11,285 |
Solar Energy Systems (Tables)
Solar Energy Systems (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2017 2016 System equipment costs $ 1,437,419 $ 1,238,968 Initial direct costs related to solar energy systems 336,136 261,318 1,773,555 1,500,286 Less: Accumulated depreciation and amortization (129,640 ) (73,793 ) 1,643,915 1,426,493 Solar energy system inventory 29,617 31,862 Solar energy systems, net $ 1,673,532 $ 1,458,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): Estimated December 31, December 31, Useful Lives 2017 2016 Vehicles acquired under capital leases 3-5 years $ 15,113 $ 20,384 Leasehold improvements 1-12 years 15,071 14,694 Furniture and computer and other equipment 3 years 6,492 6,270 36,676 41,348 Less: Accumulated depreciation and amortization (21,598 ) (18,149 ) Property and equipment, net $ 15,078 $ 23,199 |
Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases | Future minimum lease payments for vehicles under capital leases as of December 31, 2017 were as follows (in thousands): Years Ending December 31, 2018 $ 4,457 2019 1,232 2020 455 2021 — 2022 — Thereafter — Total minimum lease payments 6,144 Less: interest 379 Present value of capital lease obligations 5,765 Less: current portion 4,166 Long-term portion $ 1,599 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 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 (872 ) (434 ) Developed technology (258 ) (191 ) Trademarks/trade names (79 ) (59 ) Customer relationships (130 ) (97 ) Total accumulated amortization (1,339 ) (781 ) Total intangible assets, net $ 862 $ 1,420 |
Summary of Expected Amortization Expense | As of December 31, 2017, expected amortization expense for the unamortized intangible assets was as follows (in thousands): Years Ending December 31, 2018 $ 515 2019 134 2020 86 2021 86 2022 20 Thereafter 21 Total $ 862 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Compensation Disclosure [Abstract] | |
Summary of Accrued Compensation | Accrued compensation consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued payroll $ 13,064 $ 12,558 Accrued commissions 7,928 7,445 Total accrued compensation $ 20,992 $ 20,003 |
Accrued and Other Current Lia36
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, December 31, 2017 2016 Accrued unused commitment fees and interest $ 7,445 $ 3,827 Current portion of lease pass-through financing obligation 4,931 4,833 Accrued inventory 4,122 2,117 Accrued professional fees 3,977 3,222 Sales, use and property taxes payable 3,046 1,785 Current portion of deferred rent 937 1,155 Other accrued expenses 5,217 2,425 Total accrued and other current liabilities $ 29,675 $ 19,364 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt obligations consisted of the following as of December 31, 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 $ 197,764 $ (176 ) $ (4,990 ) $ 6,644 $ 185,954 $ — 6.0 % January 2035 2016 Term loan facility (1) 287,919 (141 ) (7,623 ) 4,962 275,193 — 4.3 August 2021 Subordinated HoldCo facility 197,625 (35 ) (3,451 ) 1,965 192,174 — 9.3 March 2020 Credit agreement 1,299 (2 ) (140 ) 14 1,143 — 6.5 February 2023 Revolving lines of credit (2) Aggregation facility (3) 135,000 — — — 135,000 240,000 4.7 September 2020 Working capital facility (4) 136,500 — — — 136,500 — 4.8 March 2020 Total debt $ 956,107 $ (354 ) $ (16,204 ) $ 13,585 $ 925,964 $ 240,000 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 $260.9 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. |
Scheduled Maturities of Debt | The scheduled maturities of debt as of December 31, 2017 are as follows (in thousands): 2018 $ 13,939 2019 13,939 2020 477,113 2021 278,085 2022 5,791 Thereafter 167,240 Total $ 956,107 |
Derivative Financial Instrume38
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Financial Instruments at Fair Value | Derivative financial instruments at fair value consisted of the following (in thousands): December 31, 2017 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 14,028 Other non-current assets Derivatives not designated as hedging instruments: Interest rate swaps $ 1,280 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 Consolidated Statements of Comprehensive Income (Loss) and Condensed Consolidated Statements of Operations Before Tax Effect | The effect of derivative financial instruments on the consolidated statements of comprehensive income (loss) and the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Location of Gain (Loss) Derivatives designated as cash flow hedges: (Losses) gains recognized in OCI - effective portion: Interest rate swaps $ (1,405 ) $ 13,133 $ — OCI Gains (losses) reclassified from AOCI into income - effective portion: Interest rate swaps $ 195 $ (407 ) $ — Interest expense Gains recognized in income - ineffective portion: Interest rate swaps $ 921 $ 1,591 $ — Other expense, net Year Ended December 31, 2017 2016 2015 Location of Gain (Loss) Derivatives not designated as hedging instruments: Interest rate swaps $ (1,280 ) $ — $ — Other expense, net |
Investment Funds (Tables)
Investment Funds (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule Of Investments [Abstract] | |
Aggregate Carrying Value of Funds Assets and Liabilities | As of December 31, 2017, and 2016, the Company had formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheets were as follows (in thousands): December 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 17,280 $ 23,190 Accounts receivable, net 5,143 3,958 Prepaid expenses and other current assets 952 761 Total current assets 23,375 27,909 Solar energy systems, net 1,486,023 1,273,813 Other non-current assets, net 6,792 1,781 Total assets $ 1,516,190 $ 1,303,503 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 16,437 $ 16,176 Current portion of deferred revenue 9,176 8,148 Accrued and other current liabilities 4,478 4,458 Total current liabilities 30,091 28,782 Deferred revenue, net of current portion 26,847 33,536 Other non-current liabilities 1,444 1,875 Total liabilities $ 58,382 $ 64,193 |
Schedule of Future Minimum Lease Payments to be Received from Fund Investor | As of December 31, 2017, the future minimum lease payments to be received from the fund investor for each of the next five years and thereafter were as follows (in thousands): Years Ending December 31, 2018 $ 2,994 2019 3,040 2020 3,087 2021 3,133 2022 3,180 Thereafter 3,992 Total minimum lease payments to be received $ 19,426 |
Redeemable Non-Controlling In40
Redeemable Non-Controlling Interests and Equity and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Shares of Common Stock Reserved for Issuance | The Company had shares of common stock reserved for issuance as follows (in thousands): December 31, December 31, 2017 2016 Shares available for grant under equity incentive plans 12,774 11,596 Restricted stock units issued and outstanding 6,688 7,964 Stock options issued and outstanding 3,837 4,184 Long-term incentive plan 2,706 2,706 Total 26,005 26,450 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the year ended December 31, 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 561 3.34 Exercised (590 ) 1.08 Cancelled (318 ) 1.31 Outstanding—December 31, 2017 3,837 $ 2.01 6.9 $ 8,522 Options vested and exercisable—December 31, 2017 1,996 $ 1.64 6.1 $ 5,278 |
Stock Option Activity By Range Of Exercise Price | The following table summarizes stock option activity by range of exercise price as of December 31, 2017 (number of awards in thousands): Awards Outstanding Awards Exercisable Weighted-Average Remaining Number of Awards Contractual Life Weighted-Average Number of Awards Weighted-Average Range of Exercise Price Outstanding (in years) Exercise Price Exercisable Exercise Price $0.00 - $1.00 1,312 5.6 $ 1.00 940 $ 1.00 $1.01 - $2.00 1,248 6.1 1.30 809 1.30 $2.01 - $10.00 1,198 9.2 3.14 193 3.09 $10.01 - $16.00 79 7.3 12.63 54 12.63 Total 3,837 6.9 $ 2.01 1,996 $ 1.64 |
Weighted Average Assumptions to Estimate Fair Value of Stock Options | The fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions: Year Ended December 31, 2017 2016 2015 Expected term (in years) 6.2 5.8 6.2 Volatility 75.3 % 83.1 % 89.0 % Risk-free interest rate 2.1 % 1.7 % 1.8 % Dividend yield 0.0 % 0.0 % 0.0 % |
RSU Activity | RSU activity for the year ended December 31, 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 4,025 3.33 Vested (4,264 ) 3.23 Forfeited (1,037 ) 3.10 Outstanding at December 31, 2017 6,688 $ 3.20 |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in operating expenses as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue $ 993 $ 2,428 $ 3,068 Sales and marketing 4,084 2,980 10,737 General and administrative 7,649 5,716 11,310 Research and development 191 (510 ) 489 Total stock-based compensation $ 12,917 $ 10,614 $ 25,604 |
Summary of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense for time-based stock options and RSUs as of December 31, 2017 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs $ 13,530 1.6 Time-based stock options 1,930 1.5 Total unrecognized stock-based compensation expense $ 15,460 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense is composed of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ (9,233 ) $ (30,301 ) $ 52,578 State (8,864 ) 5,623 15,275 Total current (benefit) expense (18,097 ) (24,678 ) 67,853 Deferred: Federal (154,316 ) 31,122 (46,364 ) State 15,080 989 (11,752 ) Total deferred (benefit) expense (139,236 ) 32,111 (58,116 ) Income tax (benefit) expense $ (157,333 ) $ 7,433 $ 9,737 |
Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax (Benefit) Expense | The following table presents a reconciliation of the income tax benefit computed at the statutory federal rate and the Company’s income tax (benefit) expense (in thousands): Year Ended December 31, 2017 2016 2015 Income tax benefit—computed as 35% of pretax loss $ (52,102 ) $ (82,286 ) $ (85,235 ) Effect of non-controlling interests and redeemable non-controlling interests 70,219 91,183 93,221 Goodwill impairment — 12,810 — Amortization of prepaid tax asset 15,287 11,750 6,661 Effect of nondeductible expenses 2,781 6,942 1,232 State and local income tax expenses (net of federal benefit) 4,040 4,298 2,289 Effect of domestic production activities deduction — (473 ) (4,699 ) Effect of tax credits (11,849 ) (36,328 ) (4,106 ) Effect of federal tax rate reduction from 35% to 21% (187,501 ) — — Other 1,792 (463 ) 374 Income tax (benefit) expense $ (157,333 ) $ 7,433 $ 9,737 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits. The differences are measured by applying currently enacted tax laws. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Accruals and reserves $ 4,154 $ 8,523 Stock-based compensation 5,047 7,791 Tax credits 43,071 1,744 Net operating losses 5,847 — Depreciation and amortization 2,160 — Other 324 351 Gross deferred tax assets 60,603 18,409 Valuation allowance (329 ) (204 ) Net deferred tax assets 60,274 18,205 Deferred tax liabilities: Investment in solar funds (361,284 ) (368,536 ) Depreciation and amortization (37,121 ) (38,116 ) Interest rate swaps (3,458 ) (5,732 ) Accruals and reserves (793 ) (1,039 ) Gross deferred tax liabilities (402,656 ) (413,423 ) Net deferred tax liabilities $ (342,382 ) $ (395,218 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Components of Related Party Transactions | The Company’s operations included the following expenses from related party transactions (in thousands): Year Ended December 31, 2017 2016 2015 Cost of revenue—operating leases and incentives $ 701 $ 3,311 $ 6,054 Sales and marketing 2,643 2,610 2,133 General and administrative 139 749 5,241 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancellable operating leases as of December 31, 2017 were as follows (in thousands): Years Ending December 31, 2018 $ 11,161 2019 7,290 2020 8,326 2021 9,331 2022 9,212 Thereafter 73,090 Total minimum lease payments $ 118,410 |
Basic and Diluted Net Income 45
Basic and Diluted Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net income available per share to common stockholders for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Numerator: Net income available to common stockholders $ 209,098 $ 17,986 $ 13,080 Denominator: Shares used in computing net income available per share to common stockholders, basic 113,132 108,190 106,088 Weighted-average effect of potentially dilutive shares to purchase common stock 5,136 4,348 3,770 Shares used in computing net income available per share to common stockholders, diluted 118,268 112,538 109,858 Net income available per share to common stockholders: Basic $ 1.85 $ 0.17 $ 0.12 Diluted $ 1.77 $ 0.16 $ 0.12 |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Contractual term of customers | 20 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 01, 2018USD ($) | Jan. 01, 2017USD ($) | Dec. 31, 2017USD ($)SupplierStateInsurancePolicy | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 46,486,000 | $ 26,853,000 | |||||
Allowance for doubtful accounts receivable | $ 3,600,000 | 1,800,000 | |||||
ITC as percentage of value of eligible solar property | 30.00% | ||||||
Solar energy systems, gross | $ 1,773,555,000 | 1,500,286,000 | |||||
Accumulated depreciation and amortization | $ 129,640,000 | 73,793,000 | |||||
Property and Equipment, Estimated Useful Lives | 30 years | ||||||
Market capitalization | $ 1,000,000,000 | $ 283,000,000 | |||||
Impairment of goodwill | 36,600,000 | ||||||
Number of insurance policies acquired to mitigate risk of ITC recapture | InsurancePolicy | 2 | ||||||
Lease term on deferred revenue | 20 years | ||||||
Accrued home installation reserve and roof penetration reserves, current | $ 1,400,000 | 800,000 | |||||
Accrued home installation reserve and roof penetration reserves, non-current | $ 2,100,000 | 800,000 | |||||
Other comprehensive income (loss), net of tax | 0 | ||||||
Contractual term of customers | 20 years | ||||||
Description of operating lease agreements | The Company has determined that PPAs should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. | ||||||
Operating leases and incentives | $ 150,862,000 | 105,353,000 | 61,150,000 | ||||
Recapture period of revenue recognition | 5 years | ||||||
Research and development | $ 3,340,000 | 2,979,000 | 3,901,000 | ||||
Advertising costs | $ 2,300,000 | 2,300,000 | 4,500,000 | ||||
Percentage of tax benefit realized upon ultimate settlement | 50.00% | ||||||
Cumulative effect adjustment, retained earnings | $ 1,200,000 | ||||||
Number of reporting segments | Segment | 2 | ||||||
Total revenue | $ 268,028,000 | 135,167,000 | 64,182,000 | ||||
Sales and marketing expense | 38,696,000 | 41,436,000 | 48,078,000 | ||||
General and administrative expense | 79,399,000 | 81,802,000 | 92,664,000 | ||||
Effect of adopting new accounting pronouncements | 806,000 | ||||||
Prepaid tax asset, net | 505,883,000 | 419,474,000 | |||||
ASU 2018-02 | Scenario, Forecast | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Effect of adopting new accounting pronouncements | $ 1,500,000 | ||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Effect of adopting new accounting pronouncements | $ (8,000,000) | 12,000,000 | |||||
C&I | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of projects initiated | Segment | 0 | ||||||
Total revenue | $ 0 | ||||||
Termination fee | $ 1,000,000 | ||||||
Sales and marketing expense | 300,000 | 700,000 | |||||
General and administrative expense | 1,500,000 | 2,200,000 | |||||
Financing Obligation | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Recapture period of revenue recognition | 5 years | ||||||
Recognized revenue on investment | 0.20% | ||||||
Investment tax credit rate | 30.00% | ||||||
Solmetric's SunEye and PV Designer Products | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impairment charges of intangible assets excluding goodwill related to ceased operations | $ 0 | 0 | 4,500,000 | ||||
Internal-use software | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization of internal-use software | $ 400,000 | 800,000 | 200,000 | ||||
Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 5 years | ||||||
Trademarks/Trade Names | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 10 years | ||||||
Developed Technology | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 8 years | ||||||
Furniture and Computer and Other Equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment, Estimated Useful Lives | 3 years | ||||||
Solar energy system sales | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Company obligation to customers | $ 2,100,000 | 400,000 | |||||
Solar Energy Systems | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Solar energy systems, gross | $ 1,803,200,000 | 1,532,100,000 | |||||
Limited performance warranty period | 25 years | ||||||
Performance guarantee liabilities | $ 100,000 | ||||||
Power Grid | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Solar energy systems, gross | 1,717,300,000 | 1,417,400,000 | |||||
Solar Renewable Energy Certificates | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Operating leases and incentives | $ 33,800,000 | $ 19,300,000 | $ 13,900,000 | ||||
Accounts Receivable , Net | Customers | Solar energy system sales | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 64.00% | ||||||
Cost of Goods Product Line | Solar Photovoltaic Module Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of suppliers | Supplier | 3 | ||||||
Cost of Goods Product Line | Inverter Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of suppliers | Supplier | 2 | ||||||
Cost of Goods Product Line | Solar Energy Systems | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of states customer are located | State | 21 | ||||||
Cost of Goods Product Line | Customers | Solar Energy Systems | California | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 39.00% | 31.00% | 36.00% | ||||
Cost of Goods Product Line | Customers | Solar Energy Systems | Northeastern United States | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 33.00% | 38.00% | 40.00% | ||||
Cost of Goods Product Line | Supplier One | Solar Photovoltaic Module Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 99.00% | ||||||
Cost of Goods Product Line | Supplier One | Inverter Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 98.00% | ||||||
Cost of Goods Product Line | Supplier Three | Solar Photovoltaic Module Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 99.00% | ||||||
Cost of Goods Product Line | Supplier Two | Solar Photovoltaic Module Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 99.00% | ||||||
Cost of Goods Product Line | Supplier Two | Inverter Purchases | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 98.00% | ||||||
Required Reserves | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 36,500,000 | ||||||
Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 10,000,000 | $ 10,000,000 | |||||
Product warranty period against defects in design and workmanship | 1 year | ||||||
Warranty period | 1 year | ||||||
Minimum | Vehicles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Vehicles under capital leases, useful life | 3 years | ||||||
Minimum | Leasehold Improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment, Estimated Useful Lives | 1 year | ||||||
Minimum | Solar Energy Systems | Product Warranty | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 10 years | ||||||
Minimum | Photovoltaic Installation Software Products and Devices | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 6 months | ||||||
Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Product warranty period against defects in design and workmanship | 10 years | ||||||
Warranty period | 10 years | ||||||
Maximum | Vehicles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Vehicles under capital leases, useful life | 5 years | ||||||
Maximum | Leasehold Improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment, Estimated Useful Lives | 12 years | ||||||
Maximum | Solar Energy Systems | Product Warranty | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 20 years | ||||||
Maximum | Photovoltaic Installation Software Products and Devices | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 1 year | ||||||
Cash and Cash Equivalents | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Maturity of time deposits | 3 months |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Estimated Useful Lives of the Respective Assets (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
System equipment costs, Useful Lives | 30 years |
Initial direct costs related to solar energy systems, Useful Lives | 20 years |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Schedule Of Future Minimum Annual Lease Receipts Due From Customers (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
2,018 | $ 6,266 |
2,019 | 6,448 |
2,020 | 6,635 |
2,021 | 6,827 |
2,022 | $ 7,025 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 14,028 | 14,317 |
Financial Liabilities | 1,280 | |
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 | 14,028 | 14,317 |
Financial Liabilities | $ 1,280 | |
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 ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Realized gains or losses on financial assets | $ 0 | $ 0 |
Fair Value Measurements - Sch52
Fair Value Measurements - Schedule of Carrying Values and Fair Values of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | $ 956,107 | $ 771,852 |
Long-term debt, Fair Value | 995,662 | 771,852 |
Floating-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 757,044 | 771,852 |
Long-term debt, Fair Value | 757,044 | $ 771,852 |
Fixed-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 199,063 | |
Long-term debt, Fair Value | $ 238,618 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Solar energy systems held for sale | $ 21,971 | $ 10,540 |
Photovoltaic installation products | 626 | 745 |
Total inventories | $ 22,597 | $ 11,285 |
Solar Energy Systems (Details)
Solar Energy Systems (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 1,773,555 | $ 1,500,286 |
Less: Accumulated depreciation and amortization | (129,640) | (73,793) |
Solar energy systems, net excluding inventory | 1,643,915 | 1,426,493 |
Solar energy system inventory | 29,617 | 31,862 |
Solar energy systems, net | 1,673,532 | 1,458,355 |
System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 1,437,419 | 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 | $ 336,136 | $ 261,318 |
Solar Energy Systems - Addition
Solar Energy Systems - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Subject To Or Available For Operating Lease [Line Items] | |||
Depreciation and amortization expense | $ 60,606,000 | $ 46,821,000 | $ 24,924,000 |
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 | $ 55,800,000 | $ 41,300,000 | $ 22,300,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 30 years | |
Property, gross | $ 36,676 | $ 41,348 |
Less: Accumulated depreciation and amortization | (21,598) | (18,149) |
Property and equipment, net | 15,078 | 23,199 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 15,113 | 20,384 |
Furniture and Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property, gross | $ 6,492 | 6,270 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 15,071 | $ 14,694 |
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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 60,606 | $ 46,821 | $ 24,924 |
Solar Energy Systems | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 55,800 | 41,300 | 22,300 |
Property and equipment | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 8,400 | 11,100 | 8,200 |
Vehicles Acquired Under Capital Leases | Solar Energy Systems | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 3,600 | $ 5,500 | $ 5,500 |
Property and Equipment - Summ58
Property and Equipment - Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Less: current portion | $ 4,166 | $ 5,163 |
Long-term portion | 1,599 | $ 5,476 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
2,018 | 4,457 | |
2,019 | 1,232 | |
2,020 | 455 | |
Total minimum lease payments | 6,144 | |
Less: interest | 379 | |
Present value of capital lease obligations | 5,765 | |
Less: current portion | 4,166 | |
Long-term portion | $ 1,599 |
Intangible Assets and Goodwil59
Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $ 2,201 | $ 2,201 |
Intangible assets, accumulated amortization | (1,339) | (781) |
Total intangible assets, net | 862 | 1,420 |
Internal-use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,314 | 1,314 |
Intangible assets, accumulated amortization | (872) | (434) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 522 | 522 |
Intangible assets, accumulated amortization | (258) | (191) |
Trademarks/Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 201 | 201 |
Intangible assets, accumulated amortization | (79) | (59) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 164 | 164 |
Intangible assets, accumulated amortization | $ (130) | $ (97) |
Intangible Assets and Goodwill-
Intangible Assets and Goodwill- Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 558 | $ 901 | $ 13,172 | |
Market capitalization | 1,000,000 | $ 283,000 | ||
Impairment of goodwill | 36,600 | |||
Solmetric's SunEye and PV Designer Products | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charges of intangible assets excluding goodwill related to ceased operations | $ 0 | $ 0 | 4,500 | |
Solmetric's SunEye and PV Designer Products | In Process Research and Development | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charges of intangible assets excluding goodwill related to ceased operations | 2,100 | |||
Solmetric's SunEye and PV Designer Products | Trade Names | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charges related to ceased operations | 1,300 | |||
Solmetric's SunEye and PV Designer Products | Customer Relationships | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charges related to ceased operations | 400 | |||
Solmetric's SunEye and PV Designer Products | Developed Technology | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charges related to ceased operations | $ 700 |
Intangible Assets and Goodwil61
Intangible Assets and Goodwill - Summary of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 515 | |
2,019 | 134 | |
2,020 | 86 | |
2,021 | 86 | |
2,022 | 20 | |
Thereafter | 21 | |
Total intangible assets, net | $ 862 | $ 1,420 |
Accrued Compensation - Summary
Accrued Compensation - Summary of Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Compensation Disclosure [Abstract] | ||
Accrued payroll | $ 13,064 | $ 12,558 |
Accrued commissions | 7,928 | 7,445 |
Total accrued compensation | $ 20,992 | $ 20,003 |
Accrued and Other Current Lia63
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued unused commitment fees and interest | $ 7,445 | $ 3,827 |
Current portion of lease pass-through financing obligation | 4,931 | 4,833 |
Accrued inventory | 4,122 | 2,117 |
Accrued professional fees | 3,977 | 3,222 |
Sales, use and property taxes payable | 3,046 | 1,785 |
Current portion of deferred rent | 937 | 1,155 |
Other accrued expenses | 5,217 | 2,425 |
Total accrued and other current liabilities | $ 29,675 | $ 19,364 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 956,107 | $ 771,852 | |||
Unamortized Debt Issuance Costs, Current | (354) | (217) | |||
Unamortized Debt Issuance Costs, Long-term | (16,204) | (14,655) | |||
Current portion of long-term debt | 13,585 | 6,252 | |||
Long-term debt, net of current portion | 925,964 | 750,728 | |||
Unused Borrowing Capacity | 240,000 | 238,000 | |||
2017 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 203,800 | 197,764 | |||
Unamortized Debt Issuance Costs, Current | (176) | ||||
Unamortized Debt Issuance Costs, Long-term | (4,990) | ||||
Current portion of long-term debt | 6,644 | ||||
Long-term debt, net of current portion | $ 185,954 | ||||
Interest Rate | 6.00% | ||||
Maturity Date | Jan. 5, 2035 | Jan. 31, 2035 | |||
2016 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [1] | $ 287,919 | 297,506 | ||
Unamortized Debt Issuance Costs, Current | [1] | (141) | (169) | ||
Unamortized Debt Issuance Costs, Long-term | [1] | (7,623) | (9,643) | ||
Current portion of long-term debt | [1] | 4,962 | 4,788 | ||
Long-term debt, net of current portion | [1] | $ 275,193 | $ 282,906 | ||
Interest Rate | [1] | 4.30% | 3.60% | ||
Maturity Date | [1] | Aug. 31, 2021 | Aug. 31, 2021 | ||
Subordinated HoldCo Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 197,625 | $ 149,500 | |||
Unamortized Debt Issuance Costs, Current | (35) | (47) | |||
Unamortized Debt Issuance Costs, Long-term | (3,451) | (4,851) | |||
Current portion of long-term debt | 1,965 | 1,453 | |||
Long-term debt, net of current portion | $ 192,174 | 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 | $ 1,299 | $ 1,346 | |||
Unamortized Debt Issuance Costs, Current | (2) | (1) | |||
Unamortized Debt Issuance Costs, Long-term | (140) | (161) | |||
Current portion of long-term debt | 14 | 11 | |||
Long-term debt, net of current portion | $ 1,143 | $ 1,173 | |||
Interest Rate | 6.50% | 6.50% | |||
Maturity Date | Feb. 28, 2023 | [2] | Feb. 28, 2023 | ||
Aggregation Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [3] | $ 135,000 | [4] | $ 187,000 | |
Unamortized Debt Issuance Costs, Current | (3,100) | ||||
Unamortized Debt Issuance Costs, Long-term | (5,400) | ||||
Long-term debt, net of current portion | [3] | 135,000 | [4] | 187,000 | |
Unused Borrowing Capacity | [3] | $ 240,000 | [4] | $ 188,000 | |
Interest Rate | [3] | 4.70% | [4] | 4.20% | |
Maturity Date | [3] | Sep. 30, 2020 | [4] | Mar. 31, 2018 | |
Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [2],[3] | $ 136,500 | $ 136,500 | ||
Unamortized Debt Issuance Costs, Current | (600) | ||||
Unamortized Debt Issuance Costs, Long-term | (700) | ||||
Long-term debt, net of current portion | [2],[3] | $ 136,500 | $ 136,500 | ||
Interest Rate | [2],[3] | 4.80% | 3.90% | ||
Maturity Date | [2],[3] | 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 $260.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | ||||
[2] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. | ||||
[3] | Revolving lines of credit are not presented net of unamortized debt issuance costs. | ||||
[4] | The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” |
Debt Obligations - Schedule o65
Debt Obligations - Schedule of Debt Obligations (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal borrowings outstanding | $ 956,107 | $ 771,852 |
Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Effective interest rate of principal borrowings | 4.00% | |
Principal borrowings outstanding | $ 260,900 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | Apr. 01, 2020 | Jan. 31, 2017 | Aug. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2015 | Sep. 30, 2014 | ||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument borrowings under credit agreement | $ 956,107,000 | $ 771,852,000 | |||||||||||
Interest expense incurred under debt obligations | 63,600,000 | 33,400,000 | $ 12,200,000 | ||||||||||
Restricted cash and cash equivalents | 46,486,000 | 26,853,000 | |||||||||||
Letter of credit related to insurance contracts | 13,500,000 | ||||||||||||
Remaining borrowing capacity | 240,000,000 | 238,000,000 | |||||||||||
Unamortized debt issuance costs, current portion | 354,000 | 217,000 | |||||||||||
Unamortized debt issuance costs, long-term portion | 16,204,000 | 14,655,000 | |||||||||||
Amortization of debt issuance costs | 8,800,000 | 6,500,000 | 3,500,000 | ||||||||||
Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Restricted cash and cash equivalents | $ 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 | 100,000 | 0 | ||||||||||
Maximum borrowing amount under credit agreement | $ 3,000,000 | ||||||||||||
Remaining borrowing capacity | $ 0 | ||||||||||||
Line of credit, interest rate | 6.50% | ||||||||||||
Required Reserves | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Restricted cash and cash equivalents | $ 36,500,000 | ||||||||||||
2017 Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument borrowings under credit agreement | $ 203,800,000 | $ 197,764,000 | |||||||||||
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 | $ 12,600,000 | 0 | 0 | ||||||||||
Line of credit, interest rate | 6.00% | ||||||||||||
Unamortized debt issuance costs, current portion | $ 176,000 | ||||||||||||
Unamortized debt issuance costs, long-term portion | 4,990,000 | ||||||||||||
2017 Term Loan Facility | Required Reserves | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Restricted cash and cash equivalents | 19,200,000 | ||||||||||||
2016 Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument borrowings under credit agreement | [1] | $ 287,919,000 | $ 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 | $ 14,400,000 | $ 5,800,000 | 0 | ||||||||||
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] | 4.30% | 3.60% | ||||||||||
Unamortized debt issuance costs, current portion | [1] | $ 141,000 | $ 169,000 | ||||||||||
Unamortized debt issuance costs, long-term portion | [1] | 7,623,000 | 9,643,000 | ||||||||||
2016 Term Loan Facility | Required Reserves | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Restricted cash and cash equivalents | 2,600,000 | ||||||||||||
Subordinated HoldCo Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument borrowings under credit agreement | $ 197,625,000 | $ 149,500,000 | |||||||||||
Revolving credit facility maturity date | Mar. 31, 2020 | Mar. 31, 2020 | |||||||||||
Interest expense incurred under debt obligations | $ 19,500,000 | $ 7,300,000 | 0 | ||||||||||
Restricted cash and cash equivalents | $ 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% | 8.60% | |||||||||||
Unamortized debt issuance costs, current portion | $ 35,000 | $ 47,000 | |||||||||||
Unamortized debt issuance costs, long-term portion | 3,451,000 | 4,851,000 | |||||||||||
Aggregation Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument borrowings under credit agreement | [2] | $ 135,000,000 | [3] | $ 187,000,000 | |||||||||
Revolving credit facility maturity date | [2] | Sep. 30, 2020 | [3] | Mar. 31, 2018 | |||||||||
Interest expense incurred under debt obligations | $ 10,300,000 | $ 14,100,000 | 9,900,000 | ||||||||||
Restricted cash and cash equivalents | 4,100,000 | ||||||||||||
Maximum borrowing amount under credit agreement | $ 375,000,000 | ||||||||||||
Remaining borrowing capacity | [2] | $ 240,000,000 | [3] | $ 188,000,000 | |||||||||
Line of credit, interest rate | [2] | 4.70% | [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 3.75% 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. | ||||||||||||
Unamortized debt issuance costs, current portion | $ 3,100,000 | ||||||||||||
Unamortized debt issuance costs, long-term portion | $ 5,400,000 | ||||||||||||
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 | Minimum | Scenario, Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument interest rate | 3.50% | ||||||||||||
Amended Aggregation Facility | Maximum | Scenario, Forecast | |||||||||||||
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] | $ 136,500,000 | $ 136,500,000 | ||||||||||
Revolving credit facility maturity date | [2],[4] | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||||
Interest expense incurred under debt obligations | $ 6,700,000 | $ 6,100,000 | $ 2,300,000 | ||||||||||
Letter of credit related to insurance contracts | $ 13,500,000 | ||||||||||||
Maximum borrowing amount under credit agreement | $ 150,000,000 | ||||||||||||
Debt instrument interest rate | 2.25% | ||||||||||||
Line of credit, interest rate | [2],[4] | 4.80% | 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 | $ 600,000 | ||||||||||||
Unamortized debt issuance costs, long-term portion | 700,000 | ||||||||||||
Minimum cash balance requirement | $ 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 $260.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | ||||||||||||
[2] | Revolving lines of credit are not presented net of unamortized debt issuance costs. | ||||||||||||
[3] | The Aggregation facility was amended in March 2017. See the section captioned “—Aggregation Facility.” | ||||||||||||
[4] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Debt Obligations - Scheduled Ma
Debt Obligations - Scheduled Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 13,939 | |
2,019 | 13,939 | |
2,020 | 477,113 | |
2,021 | 278,085 | |
2,022 | 5,791 | |
Thereafter | 167,240 | |
Total | $ 956,107 | $ 771,852 |
Derivative Financial Instrume68
Derivative Financial Instruments - Schedule of Derivative Financial Instruments at Fair Value (Details) - Interest Rate Swaps - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives Designated as Hedging Instruments | Other Noncurrent Assets | ||
Derivatives Fair Value [Line Items] | ||
Fair Value | $ 14,028 | $ 14,317 |
Derivatives Not Designated as Hedging Instruments | Other Noncurrent Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Fair Value | $ 1,280 |
Derivative Financial Instrume69
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 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 | $ 2,000,000 | |||
Interest Rate Swaps | 2016 Term Loan Facility | ||||
Derivatives Fair Value [Line Items] | ||||
Notional amount | 260,900,000 | |||
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 $260.9 million of the principal borrowings. See Note 11—Derivative Financial Instruments. |
Derivative Financial Instrume70
Derivative Financial Instruments - Schedule of Derivative Financial Instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations, Before Tax Effect (Details) - Interest Rate Swaps - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivatives Designated | Cash Flow Hedging | Other Comprehensive Income | ||
(Losses) gains recognized in OCI - effective portion: | ||
(Losses) gains recognized in OCI - effective portion | $ (1,405) | $ 13,133 |
Derivatives Designated | Cash Flow Hedging | Interest Expense | ||
Gains (losses) reclassified from AOCI into income - effective portion: | ||
Gains (losses) reclassified from AOCI into income - effective portion | 195 | (407) |
Derivatives Designated | Cash Flow Hedging | Other Expense Net | ||
Gains recognized in income - ineffective portion: | ||
Gains recognized in income - ineffective portion | 921 | $ 1,591 |
Derivatives not Designated as Hedging Instruments | Other Expense Net | ||
Loss on derivative before tax effect [Abstract] | ||
Loss on derivative before tax effect | $ (1,280) |
Investment Funds - Additional I
Investment Funds - Additional Information (Details) | Dec. 31, 2017USD ($) | Jun. 30, 2016Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Investment Holdings [Line Items] | |||||
Summary of investment fund | As of December 31, 2017, and 2016, the Company had formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts. | ||||
Investors cash contribution to variable interest equity | $ 1,264,600,000 | $ 1,264,600,000 | $ 1,050,900,000 | ||
Solar energy systems, net | 1,673,532,000 | $ 1,673,532,000 | 1,458,355,000 | ||
Service and operational term | 5 years | ||||
Distributions paid to reimburse fund investors | $ 8,400,000 | 2,700,000 | $ 5,000,000 | ||
Accrued distribution | 9,700,000 | 9,700,000 | |||
Restricted cash | 46,486,000 | 46,486,000 | 26,853,000 | ||
Minimum | |||||
Investment Holdings [Line Items] | |||||
Restricted cash | 10,000,000 | 10,000,000 | 10,000,000 | ||
Variable Interest Entities | |||||
Investment Holdings [Line Items] | |||||
Solar energy systems, net | $ 1,486,023,000 | 1,486,023,000 | 1,273,813,000 | ||
Investment tax credit rate | 0.00% | ||||
Deferred revenue | $ 36,000,000 | 36,000,000 | 41,700,000 | ||
C&I Investment Fund | |||||
Investment Holdings [Line Items] | |||||
Number of projects initiated | Segment | 0 | ||||
Termination fee | 1,000,000 | ||||
Financing Obligation | |||||
Investment Holdings [Line Items] | |||||
Solar energy systems, net | 58,200,000 | $ 58,200,000 | 60,500,000 | ||
Investment tax credit rate | 30.00% | ||||
Service and operational term | 5 years | ||||
Recognized revenue on investment | 0.20% | ||||
Accrued return of lease pass-through upfront lease payment | 1,800,000 | ||||
Financing liabilities | 32,100,000 | $ 32,100,000 | 40,400,000 | ||
Deferred revenue | 26,400,000 | 26,400,000 | 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 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||||
Cash and cash equivalents | $ 108,452 | $ 96,586 | $ 92,213 | $ 261,649 | |
Accounts receivable, net | 19,665 | 12,658 | |||
Prepaid expenses and other current assets | 34,049 | 46,683 | |||
Total current assets | 184,763 | 167,212 | |||
Solar energy systems, net | 1,673,532 | 1,458,355 | |||
Other non-current assets, net | 37,325 | 29,843 | |||
TOTAL ASSETS | [1] | 2,463,929 | 2,126,356 | ||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 16,437 | 16,176 | |||
Current portion of deferred revenue | 41,846 | 19,911 | |||
Accrued and other current liabilities | 29,675 | 19,364 | |||
Total current liabilities | 167,600 | 133,690 | |||
Deferred revenue, net of current portion | 29,200 | 34,379 | |||
Other non-current liabilities | 13,674 | 10,355 | |||
Total liabilities | [1] | 1,480,419 | 1,329,846 | ||
Variable Interest Entities | |||||
Current assets: | |||||
Cash and cash equivalents | 17,280 | 23,190 | |||
Accounts receivable, net | 5,143 | 3,958 | |||
Prepaid expenses and other current assets | 952 | 761 | |||
Total current assets | 23,375 | 27,909 | |||
Solar energy systems, net | 1,486,023 | 1,273,813 | |||
Other non-current assets, net | 6,792 | 1,781 | |||
TOTAL ASSETS | 1,516,190 | 1,303,503 | |||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 16,437 | 16,176 | |||
Current portion of deferred revenue | 9,176 | 8,148 | |||
Accrued and other current liabilities | 4,478 | 4,458 | |||
Total current liabilities | 30,091 | 28,782 | |||
Deferred revenue, net of current portion | 26,847 | 33,536 | |||
Other non-current liabilities | 1,444 | 1,875 | |||
Total liabilities | $ 58,382 | $ 64,193 | |||
[1] | The Company’s consolidated assets as of December 31, 2017 and 2016 include $1,516.2 million and $1,303.5 million consisting of assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,486.0 million and $1,273.8 million as of December 31, 2017 and 2016; cash and cash equivalents of $17.3 million and $23.2 million as of December 31, 2017 and 2016; accounts receivable, net, of $5.1 million and $4.0 million as of December 31, 2017 and 2016; other non-current assets, net of $6.8 million and $1.8 million as of December 31, 2017 and 2016; and prepaid expenses and other current assets of $1.0 million and $0.8 million as of December 31, 2017 and 2016. The Company’s consolidated liabilities as of December 31, 2017 and 2016 included $58.4 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 $16.4 million and $16.2 million as of December 31, 2017 and 2016; deferred revenue of $36.0 million and $41.7 million as of December 31, 2017 and 2016; accrued and other current liabilities of $4.5 million as of December 31, 2017 and 2016; and other non-current liabilities of $1.4 million and $1.9 million as of December 31, 2017 and 2016. For further information see Note 12—Investment Funds. |
Investment Funds - Schedule of
Investment Funds - Schedule of Future Minimum Lease Payments to be Received from Fund Investor (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Schedule Of Investments [Line Items] | |
2,018 | $ 6,266 |
2,019 | 6,448 |
2,020 | 6,635 |
2,021 | 6,827 |
2,022 | 7,025 |
Solar Energy Systems | |
Schedule Of Investments [Line Items] | |
2,018 | 2,994 |
2,019 | 3,040 |
2,020 | 3,087 |
2,021 | 3,133 |
2,022 | 3,180 |
Thereafter | 3,992 |
Total minimum lease payments to be received | $ 19,426 |
Redeemable Non-Controlling In74
Redeemable Non-Controlling Interests and Equity and Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 115,099,000 | 110,245,000 | |
Common stock, shares outstanding | 115,099,000 | 110,245,000 | |
Purchase price for investors' interest in funds under Put Options | $ 1,200,000 | ||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | |
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 | 2,100,000 | ||
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 | 1,200,000 | ||
Call Option | Maximum | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Purchase price for investors' interest in funds under Put Options | $ 7,000,000 |
Redeemable Non-Controlling In75
Redeemable Non-Controlling Interests and Equity and Preferred Stock - Schedule of Shares of Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Shares available for grant under equity incentive plans | 12,774,000 | 11,596,000 |
Restricted stock units issued and outstanding | 6,688,000 | 7,964,000 |
Stock options issued and outstanding | 3,837,000 | 4,184,000 |
Long-term incentive plan | 2,706,000 | 2,706,000 |
Total | 26,005,000 | 26,450,000 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Details) - USD ($) | May 02, 2016 | Dec. 31, 2016 | May 31, 2016 | Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for grant under equity incentive plans | 11,596,000 | 12,774,000 | 11,596,000 | |||||
Number of shares granted and outstanding | 4,184,000 | 3,837,000 | 4,184,000 | |||||
Stock unit granted and outstanding | 7,964,000 | 6,688,000 | 7,964,000 | |||||
Long-term incentive plan | 2,706,000 | 2,706,000 | 2,706,000 | |||||
Share-based award, stock options granted in period | 561,000 | |||||||
Stock option plan, number of shares granted | 4,025,000 | |||||||
Expected dividend yield | $ 0 | |||||||
Income tax benefit related to share-based compensation expense | $ 6,200,000 | 5,500,000 | $ 4,800,000 | |||||
Interim CEO [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incremental stock based compensation expense | $ 0 | |||||||
Former chief executive officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incremental stock based compensation expense | 700,000 | |||||||
Share-based award, stock options accelerated in period | 200,000 | |||||||
RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Fair value of RSUs vested | $ 12,000,000 | $ 12,000,000 | 4,800,000 | |||||
2014 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for grant under equity incentive plans | 12,800,000 | |||||||
Maximum annual increase in shares reserved for issuance | 8,800,000 | |||||||
Percentage of outstanding shares of common stock | 4.00% | |||||||
Number of additional shares available for issuance | 4,400,000 | |||||||
2014 Equity Incentive Plan | Interim CEO [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based award, stock options granted in period | 1,000,000 | |||||||
2014 Equity Incentive Plan | Time Based Condition | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares granted and outstanding | 1,200,000 | |||||||
2014 Equity Incentive Plan | RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock unit granted and outstanding | 6,700,000 | |||||||
2014 Equity Incentive Plan | RSUs | Interim CEO [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock option plan, number of shares granted | 500,000 | |||||||
2014 Equity Incentive Plan | RSUs | Share-based Compensation Award, Tranche One | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock unit granted and outstanding | 5,300,000 | |||||||
2014 Equity Incentive Plan | RSUs | Share-based Compensation Award, Tranche Two | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares expected to vest | 1,400,000 | |||||||
2014 Equity Incentive Plan | Minimum | Time Based Condition | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2014 Equity Incentive Plan | Minimum | RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
2014 Equity Incentive Plan | Minimum | Performance Shares | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 2 years | |||||||
2014 Equity Incentive Plan | Maximum | Time Based Condition | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
2014 Equity Incentive Plan | Maximum | RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
2014 Equity Incentive Plan | Maximum | Performance Shares | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Two Thousand And Thirteen Omnibus Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of additional shares available for issuance | 0 | |||||||
Stock options contractual period | 10 years | |||||||
Intrinsic value net of options exercised | $ 1,700,000 | |||||||
Fair value of options vested | $ 1,500,000 | $ 1,600,000 | $ 14,800,000 | |||||
Two Thousand And Thirteen Omnibus Incentive Plan | Time Based Condition | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted-average grant-date fair value of options granted | $ 2.15 | $ 2.25 | $ 2.15 | $ 9.39 | ||||
Intrinsic value net of options exercised | $ 5,600,000 | $ 7,400,000 | ||||||
Long Term Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Long-term incentive plan, number of shares granted in period | 1,100,000 | |||||||
Long-term incentive plan, number of shares remained outstanding | 2,700,000 | |||||||
Long-term incentive plan, number of shares returned to 2014 Plan | 300,000 | |||||||
Long-term incentive plan | 4,100,000 | |||||||
Tier II Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Incremental stock based compensation expense | $ 1,500,000 |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Underlying Options, Outstanding, Balance | 4,184,000 | ||
Shares Underlying Options, Granted | 561,000 | ||
Shares Underlying Options, Exercised | (590,000) | ||
Shares Underlying Options, Cancelled | (318,000) | ||
Shares Underlying Options, Outstanding, Balance | 4,184,000 | 3,837,000 | |
Shares Underlying Options, Options vested and exercisable | 1,996,000 | ||
Weighted-Average Exercise Price, Outstanding, Balance | $ 1.64 | ||
Weighted-Average Exercise Price, Granted | 3.34 | ||
Weighted-Average Exercise Price, Exercised | 1.08 | ||
Weighted-Average Exercise Price, Cancelled | 1.31 | ||
Weighted-Average Exercise Price, Outstanding, Balance | $ 1.64 | 2.01 | |
Weighted-Average Exercise Price, Options vested and exercisable | $ 1.64 | ||
Weighted-Average Remaining Contractual Term, Outstanding, Balance | 6 years 10 months 24 days | ||
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 6 years 1 month 6 days | ||
Aggregate Intrinsic Value | $ 8,522 | $ 4,876 | |
Aggregate Intrinsic Value, Options vested and exercisable | $ 5,278 |
Equity Compensation Plans - S78
Equity Compensation Plans - Summary of Stock Option Activity by Range of Exercise Price (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Schedule Of Stock Options [Line Items] | |
Awards Outstanding, Number of Awards Outstanding | shares | 3,837 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 6 years 10 months 24 days |
Awards Outstanding, Weighted Average Exercise Price | $ 2.01 |
Awards Exercisable, Number of Awards Exercisable | shares | 1,996 |
Awards Exercisable, Weighted Average Exercise Price | $ 1.64 |
$0.00 - $1.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | 0 |
Range of Exercise Prices, upper limit | $ 1 |
Awards Outstanding, Number of Awards Outstanding | shares | 1,312 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 5 years 7 months 6 days |
Awards Outstanding, Weighted Average Exercise Price | $ 1 |
Awards Exercisable, Number of Awards Exercisable | shares | 940 |
Awards Exercisable, Weighted Average Exercise Price | $ 1 |
$1.01 - $2.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | 1.01 |
Range of Exercise Prices, upper limit | $ 2 |
Awards Outstanding, Number of Awards Outstanding | shares | 1,248 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 6 years 1 month 6 days |
Awards Outstanding, Weighted Average Exercise Price | $ 1.30 |
Awards Exercisable, Number of Awards Exercisable | shares | 809 |
Awards Exercisable, Weighted Average Exercise Price | $ 1.30 |
$2.01 - $10.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | 2.01 |
Range of Exercise Prices, upper limit | $ 10 |
Awards Outstanding, Number of Awards Outstanding | shares | 1,198 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 9 years 2 months 12 days |
Awards Outstanding, Weighted Average Exercise Price | $ 3.14 |
Awards Exercisable, Number of Awards Exercisable | shares | 193 |
Awards Exercisable, Weighted Average Exercise Price | $ 3.09 |
$10.01 - $16.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | 10.01 |
Range of Exercise Prices, upper limit | $ 16 |
Awards Outstanding, Number of Awards Outstanding | shares | 79 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 7 years 3 months 18 days |
Awards Outstanding, Weighted Average Exercise Price | $ 12.63 |
Awards Exercisable, Number of Awards Exercisable | shares | 54 |
Awards Exercisable, Weighted Average Exercise Price | $ 12.63 |
Equity Compensation Plans - Bla
Equity Compensation Plans - Black-Scholes-Merton Option Pricing Model Used to Estimate Fair Value(Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected term (in years) | 6 years 2 months 12 days | 5 years 9 months 18 days | 6 years 2 months 12 days |
Volatility | 75.30% | 83.10% | 89.00% |
Risk-free interest rate | 2.10% | 1.70% | 1.80% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Equity Compensation Plans - RSU
Equity Compensation Plans - RSU Activity (Details) | 12 Months Ended |
Dec. 31, 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 | 4,025,000 |
Number of Awards, Vested | shares | (4,264,000) |
Number of Awards, Forfeited | shares | (1,037,000) |
Number of Awards, Outstanding at December 31, 2017 | shares | 6,688,000 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2016 | $ / shares | $ 3.14 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.33 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.23 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 3.10 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2017 | $ / shares | $ 3.20 |
Equity Compensation Plans - S81
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $ 12,917 | $ 10,614 | $ 25,604 |
Cost of Revenue | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 993 | 2,428 | 3,068 |
Sales and Marketing | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 4,084 | 2,980 | 10,737 |
General and Administrative | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 7,649 | 5,716 | 11,310 |
Research and Development | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $ 191 | $ (510) | $ 489 |
Equity Compensation Plans - S82
Equity Compensation Plans - Summary of Unrecognized Stock-Based Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 15,460 |
RSUs | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, other than stock options | $ 13,530 |
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 | $ 1,930 |
Weighted- Average Period of Recognition | 1 year 6 months |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (9,233) | $ (30,301) | $ 52,578 |
State | (8,864) | 5,623 | 15,275 |
Total current (benefit) expense | (18,097) | (24,678) | 67,853 |
Deferred: | |||
Federal | (154,316) | 31,122 | (46,364) |
State | 15,080 | 989 | (11,752) |
Total deferred (benefit) expense | (139,236) | 32,111 | (58,116) |
Income tax (benefit) expense | $ (157,333) | $ 7,433 | $ 9,737 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |||
Income tax benefit—computed as 35% of pretax loss | $ (52,102) | $ (82,286) | $ (85,235) |
Effect of non-controlling interests and redeemable non-controlling interests | 70,219 | 91,183 | 93,221 |
Goodwill impairment | 12,810 | ||
Amortization of prepaid tax asset | 15,287 | 11,750 | 6,661 |
Effect of nondeductible expenses | 2,781 | 6,942 | 1,232 |
State and local income tax expenses (net of federal benefit) | 4,040 | 4,298 | 2,289 |
Effect of domestic production activities deduction | (473) | (4,699) | |
Effect of tax credits | (11,849) | (36,328) | (4,106) |
Effect of federal tax rate reduction from 35% to 21% | (187,501) | ||
Other | 1,792 | (463) | 374 |
Income tax (benefit) expense | $ (157,333) | $ 7,433 | $ 9,737 |
Income Taxes - Schedule of Re85
Income Taxes - Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax (Benefit) Expense (Parenthetical) (Details) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||
Income tax benefit—statutory federal rate | 35.00% | 35.00% | 35.00% | |
Scenario, Forecast | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit—statutory federal rate | 21.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||
Income tax benefit—statutory federal rate | 35.00% | 35.00% | 35.00% | |
Net tax benefit related to remeasurement of deferred tax | $ 187,500,000 | |||
Maximum measurement period to finalize accounting of tax | 1 year | |||
System equipment costs, Useful Lives | 30 years | |||
Prepaid tax asset, net | $ 505,883,000 | $ 419,474,000 | ||
AMT credits | 900,000 | 800,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | ||
Internal Revenue Service (IRS) | ||||
Income Tax Contingency [Line Items] | ||||
Federal business tax credits | 12,500,000 | 36,300,000 | ||
Internal Revenue Service (IRS) | Prepaid Expenses and Other Current Assets | ||||
Income Tax Contingency [Line Items] | ||||
Federal income tax refunds receivable | 11,100,000 | 33,200,000 | ||
State | ||||
Income Tax Contingency [Line Items] | ||||
NOL carryforwards | 95,500,000 | 1,100,000 | ||
NOL, Valuation Allowance | 300,000 | 200,000 | ||
State | Internal Revenue Service (IRS) | Prepaid Expenses and Other Current Assets | ||||
Income Tax Contingency [Line Items] | ||||
Federal income tax refunds receivable | $ 9,700,000 | $ 2,600,000 | ||
Minimum | State | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards expiration year | 2,029 | |||
Maximum | State | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards expiration year | 2,037 | |||
Scenario, Forecast | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit—statutory federal rate | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Accruals and reserves | $ 4,154 | $ 8,523 |
Stock-based compensation | 5,047 | 7,791 |
Tax credits | 43,071 | 1,744 |
Net operating losses | 5,847 | |
Depreciation and amortization | 2,160 | |
Other | 324 | 351 |
Gross deferred tax assets | 60,603 | 18,409 |
Valuation allowance | (329) | (204) |
Net deferred tax assets | 60,274 | 18,205 |
Deferred tax liabilities: | ||
Investment in solar funds | (361,284) | (368,536) |
Depreciation and amortization | (37,121) | (38,116) |
Interest rate swaps | (3,458) | (5,732) |
Accruals and reserves | (793) | (1,039) |
Gross deferred tax liabilities | (402,656) | (413,423) |
Net deferred tax liabilities | $ (342,382) | $ (395,218) |
Related Party Transactions - Co
Related Party Transactions - Components of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Cost of revenue—operating leases and incentives | $ 141,305 | $ 150,796 | $ 131,213 |
Sales and marketing | 38,696 | 41,436 | 48,078 |
General and administrative | 79,399 | 81,802 | 92,664 |
Related Party | |||
Related Party Transaction [Line Items] | |||
Cost of revenue—operating leases and incentives | 701 | 3,311 | 6,054 |
Sales and marketing | 2,643 | 2,610 | 2,133 |
General and administrative | $ 139 | $ 749 | $ 5,241 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Accounts payable—related party | $ 163,000 | $ 191,000 | |||
Accrued equity distributions | 16,437,000 | 16,176,000 | |||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Amounts due from direct-sales personnel | 6,600,000 | 3,700,000 | |||
Provision for advances to direct-sales personnel | 1,000,000 | 1,300,000 | |||
Accrued equity distributions | 1,200,000 | 1,600,000 | |||
Solar Energy Systems | |||||
Related Party Transaction [Line Items] | |||||
Installation for corporate entity in exchange of value-in-kind consideration | 1,500,000 | ||||
Utilization of value-in-kind consideration | $ 600,000 | ||||
Consideration utilization period | 3 years | ||||
Vivint Services | |||||
Related Party Transaction [Line Items] | |||||
Initial term of agreement period | 2 years | ||||
Fees incurred in conjunction with agreements entered | $ 2,500,000 | $ 4,300,000 | $ 8,000,000 | ||
Blackstone Advisory Partners L.P. | |||||
Related Party Transaction [Line Items] | |||||
Agreement termination date | Aug. 31, 2015 | ||||
Blackstone Advisory Partners L.P. | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred in conjunction with agreements entered | $ 0 | $ 0 | $ 4,400,000 | ||
Blackstone Advisory Partners L.P. | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of placement fee | 0.75% | ||||
Blackstone Advisory Partners L.P. | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of placement fee | 1.50% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Jul. 31, 2015USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, agreement terms | The Company has determined that PPAs should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. | ||||
Aggregate operating lease expense | $ 16.3 | $ 17.4 | $ 11 | ||
Standby letter of credit outstanding | 13.5 | ||||
Distributions paid to reimburse fund investors | 8.4 | $ 2.7 | $ 5 | ||
Loss contingency, accrued distribution amount | 9.7 | ||||
Sun Edison Inc | |||||
Other Commitments [Line Items] | |||||
Unsecured claim amount | $ 1,000 | ||||
2016 Term Loan Facility | |||||
Other Commitments [Line Items] | |||||
Debt service reserve | $ 12.1 | ||||
Non-Cancellable Operating Leases | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, agreement terms | The warehouse lease agreements range from a term of one to seven years, with the majority having a term of three years. The equipment lease agreements range from three to five years, and include basic renewal options for an additional set period, continued renting by the month, or return of the unit. | ||||
Non-Cancellable Operating Leases | Warehouse Lease Agreement | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 3 years | ||||
Non-Cancellable Operating Leases | Warehouse Lease Agreement | Minimum | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 1 year | ||||
Non-Cancellable Operating Leases | Warehouse Lease Agreement | Maximum | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 7 years | ||||
Non-Cancellable Operating Leases | Equipment Lease Agreement | Minimum | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 3 years | ||||
Non-Cancellable Operating Leases | Equipment Lease Agreement | Maximum | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 5 years | ||||
New Headquarters | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 12 years | ||||
Non-Cancellable operating leases, agreement terms | The lease term is 12 years, with the option to extend for two additional periods of five years. The base rent for this building commenced at approximately $0.3 million per month and will increase over the term of the lease, as amended, at a rate of 2.5% annually. | ||||
Non-Cancellable operating leases, lease renewal term | 5 years | ||||
Aggregate operating lease expense | $ 0.3 | ||||
Lease rental expenses increase rate | 2.50% | ||||
Second Office and Studio Building | |||||
Other Commitments [Line Items] | |||||
Non-Cancellable operating leases, lease term | 12 years | ||||
Non-Cancellable operating leases, agreement terms | The lease term is 12 years, with the option to extend for two additional periods of five years. The monthly rent payments will commence at approximately $0.4 million and increase at a rate of 2.5% annually. | ||||
Non-Cancellable operating leases, lease renewal term | 5 years | ||||
Aggregate operating lease expense | $ 0.4 | ||||
Lease rental expenses increase rate | 2.50% | ||||
Anticipated lease commencement date | Jan. 1, 2020 | ||||
Increase of lease office premises | ft² | 150,000 | ||||
Non-Cancellable operating leases, minimum lease payment over the term | $ 57.7 | ||||
Remaining Lease Term in Excess of One Year | |||||
Other Commitments [Line Items] | |||||
Total minimum rental payments to be received under noncancelable subleases | $ 0.5 |
Commitments and Contingencies91
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 11,161 |
2,019 | 7,290 |
2,020 | 8,326 |
2,021 | 9,331 |
2,022 | 9,212 |
Thereafter | 73,090 |
Total minimum lease payments | $ 118,410 |
Basic and Diluted Net Income 92
Basic and Diluted Net Income Per Share - Computation of Basic and Diluted Net Income per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net income available to common stockholders | $ 209,098 | $ 17,986 | $ 13,080 |
Denominator: | |||
Shares used in computing net income available per share to common stockholders, basic | 113,132 | 108,190 | 106,088 |
Weighted-average effect of potentially dilutive shares to purchase common stock | 5,136 | 4,348 | 3,770 |
Shares used in computing net income available per share to common stockholders, diluted | 118,268 | 112,538 | 109,858 |
Net income available per share to common stockholders: | |||
Basic | $ 1.85 | $ 0.17 | $ 0.12 |
Diluted | $ 1.77 | $ 0.16 | $ 0.12 |
Basic and Diluted Net Income 93
Basic and Diluted Net Income Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Number of shares excluded from dilutive shares | 1 | 0.3 | 0 |
Performance Shares | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Stock-based awards excluded from computation of diluted net income per share | 3.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ in Millions | Mar. 07, 2018USD ($)InvestmentFund | Feb. 28, 2018USD ($) | Jan. 31, 2018USD ($) |
Subsequent Event [Line Items] | |||
Notional amount | $ 73 | ||
Investment Funds | |||
Subsequent Event [Line Items] | |||
Total commitment under investment fund arrangement | $ 75 | ||
New Tax Equity Investment Funds | |||
Subsequent Event [Line Items] | |||
Total commitment under investment fund arrangement | $ 401 | ||
Number of new tax equity investment funds | InvestmentFund | 5 |