Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
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 Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 120,193,303 | ||
Entity Public Float | $ 168.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 219,591 | $ 108,452 | |
Accounts receivable, net | 14,207 | 19,665 | |
Inventories | 13,257 | 22,597 | |
Prepaid expenses and other current assets | 31,201 | 34,049 | |
Total current assets | 278,256 | 184,763 | |
Restricted cash and cash equivalents | 71,305 | 46,486 | |
Solar energy systems, net | 1,938,874 | 1,673,532 | |
Property and equipment, net | 10,730 | 15,078 | |
Prepaid tax asset, net | 505,883 | ||
Other non-current assets, net | 28,090 | 38,187 | |
TOTAL ASSETS | [1] | 2,327,255 | 2,463,929 |
Current liabilities: | |||
Accounts payable | 45,929 | 40,899 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 7,846 | 16,437 | |
Accrued compensation | 25,520 | 20,992 | |
Current portion of long-term debt | 12,155 | 13,585 | |
Current portion of deferred revenue | 30,199 | 41,846 | |
Current portion of capital lease obligation | 1,921 | 4,166 | |
Accrued and other current liabilities | 42,860 | 29,675 | |
Total current liabilities | 166,430 | 167,600 | |
Long-term debt, net of current portion | 1,203,282 | 925,964 | |
Deferred revenue, net of current portion | 13,524 | 29,200 | |
Capital lease obligation, net of current portion | 505 | 1,599 | |
Deferred tax liability, net | 437,120 | 342,382 | |
Other non-current liabilities | 24,610 | 13,674 | |
Total liabilities | [1] | 1,845,471 | 1,480,419 |
Commitments and contingencies (Note 17) | |||
Redeemable non-controlling interests | 119,572 | 122,444 | |
Stockholders' equity: | |||
Common stock, $0.01 par value—1,000,000 authorized, 120,114 shares issued and outstanding as of December 31, 2018; 1,000,000 authorized, 115,099 shares issued and outstanding as of December 31, 2017 | 1,201 | 1,151 | |
Additional paid-in capital | 574,248 | 559,788 | |
Accumulated other comprehensive (loss) income | (7,223) | 6,905 | |
(Accumulated deficit) retained earnings | (279,631) | 213,107 | |
Total stockholders' equity | 288,595 | 780,951 | |
Non-controlling interests | 73,617 | 80,115 | |
Total equity | 362,212 | 861,066 | |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | $ 2,327,255 | $ 2,463,929 | |
[1] | The Company’s consolidated assets as of December 31, 2018 and 2017 include $1,835.8 million and $1,516.2 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 $1,752.3 million and $1,486.0 million as of December 31, 2018 and 2017; cash and cash equivalents of $62.4 million and $17.3 million as of December 31, 2018 and 2017; accounts receivable, net, of $6.6 million and $5.1 million as of December 31, 2018 and 2017; other non-current assets, net of $10.9 million and $6.8 million as of December 31, 2018 and 2017; restricted cash and cash equivalents of $2.4 million and $0 as of December 31, 2018 and 2017; and prepaid expenses and other current assets of $1.3 million and $1.0 million as of December 31, 2018 and 2017. The Company’s consolidated liabilities as of December 31, 2018 and 2017 included $80.8 million and $58.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $55.0 million and $0 as of December 31, 2018 and 2017; deferred revenue of $12.0 million and $36.0 million as of December 31, 2018 and 2017; distributions payable to non-controlling interests and redeemable non-controlling interests of $7.8 million and $16.4 million as of December 31, 2018 and 2017; accrued and other current liabilities of $4.9 million and $4.5 million as of December 31, 2018 and 2017; and other non-current liabilities of $1.0 million and $1.4 million as of December 31, 2018 and 2017. For further information see Note 12—Investment Funds. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 120,114,000 | 115,099,000 | |
Common stock, shares outstanding | 120,114,000 | 115,099,000 | |
Total assets | [1] | $ 2,327,255 | $ 2,463,929 |
Solar energy systems, net | 1,938,874 | 1,673,532 | |
Cash and cash equivalents | 219,591 | 108,452 | |
Accounts receivable, net | 14,207 | 19,665 | |
Other non-current assets, net | 28,090 | 38,187 | |
Restricted cash and cash equivalents | 71,305 | 46,486 | |
Prepaid expenses and other current assets | 31,201 | 34,049 | |
Total liabilities | [1] | 1,845,471 | 1,480,419 |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 7,846 | 16,437 | |
Accrued and other current liabilities | 42,860 | 29,675 | |
Other non-current liabilities | 24,610 | 13,674 | |
Variable Interest Entities | |||
Total assets | 1,835,834 | 1,516,190 | |
Solar energy systems, net | 1,752,271 | 1,486,023 | |
Cash and cash equivalents | 62,350 | 17,280 | |
Accounts receivable, net | 6,593 | 5,143 | |
Other non-current assets, net | 10,888 | 6,792 | |
Restricted cash and cash equivalents | 2,443 | 0 | |
Prepaid expenses and other current assets | 1,289 | 952 | |
Total liabilities | 80,760 | 58,382 | |
Long-term debt | 55,000 | 0 | |
Deferred revenue | 12,000 | 36,000 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 7,846 | 16,437 | |
Accrued and other current liabilities | 4,860 | 4,478 | |
Other non-current liabilities | $ 1,023 | $ 1,444 | |
[1] | The Company’s consolidated assets as of December 31, 2018 and 2017 include $1,835.8 million and $1,516.2 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 $1,752.3 million and $1,486.0 million as of December 31, 2018 and 2017; cash and cash equivalents of $62.4 million and $17.3 million as of December 31, 2018 and 2017; accounts receivable, net, of $6.6 million and $5.1 million as of December 31, 2018 and 2017; other non-current assets, net of $10.9 million and $6.8 million as of December 31, 2018 and 2017; restricted cash and cash equivalents of $2.4 million and $0 as of December 31, 2018 and 2017; and prepaid expenses and other current assets of $1.3 million and $1.0 million as of December 31, 2018 and 2017. The Company’s consolidated liabilities as of December 31, 2018 and 2017 included $80.8 million and $58.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $55.0 million and $0 as of December 31, 2018 and 2017; deferred revenue of $12.0 million and $36.0 million as of December 31, 2018 and 2017; distributions payable to non-controlling interests and redeemable non-controlling interests of $7.8 million and $16.4 million as of December 31, 2018 and 2017; accrued and other current liabilities of $4.9 million and $4.5 million as of December 31, 2018 and 2017; and other non-current liabilities of $1.0 million and $1.4 million as of December 31, 2018 and 2017. For further information see Note 12—Investment Funds. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Operating leases and incentives | $ 174,066 | $ 150,862 |
Solar energy system and product sales | 116,255 | 117,166 |
Total revenue | 290,321 | 268,028 |
Cost of revenue: | ||
Cost of revenue—operating leases and incentives | 164,920 | 141,305 |
Cost of revenue—solar energy system and product sales | 83,375 | 88,977 |
Total cost of revenue | 248,295 | 230,282 |
Gross profit | 42,026 | 37,746 |
Operating expenses: | ||
Sales and marketing | 58,950 | 38,696 |
Research and development | 1,867 | 3,340 |
General and administrative | 93,703 | 79,957 |
Total operating expenses | 154,520 | 121,993 |
Loss from operations | (112,494) | (84,247) |
Interest expense, net | 65,308 | 64,264 |
Other (income) expense, net | (4,538) | 352 |
Loss before income taxes | (173,264) | (148,863) |
Income tax expense (benefit) | 106,299 | (157,333) |
Net (loss) income | (279,563) | 8,470 |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | (263,971) | (200,628) |
Net (loss attributable) income available to common stockholders | $ (15,592) | $ 209,098 |
Net (loss attributable) income available per share to common stockholders: | ||
Basic | $ (0.13) | $ 1.85 |
Diluted | $ (0.13) | $ 1.77 |
Weighted-average shares used in computing net (loss attributable) income available per share to common stockholders: | ||
Basic | 117,565 | 113,132 |
Diluted | 117,565 | 118,268 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income available to common stockholders | $ (15,592) | $ 209,098 |
Other comprehensive loss: | ||
Unrealized losses on cash flow hedging instruments (net of tax effect of $(606) and $(562) in 2018 and 2017) | (1,705) | (843) |
Less: Interest income on derivatives recognized into earnings (net of tax effect of $5,860 and $78 in 2018 and 2017) | 15,741 | 117 |
Total other comprehensive loss | (17,446) | (726) |
Comprehensive (loss) income | $ (33,038) | $ 208,372 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Unrealized losses on cash flow hedging instruments, tax | $ (606) | $ (562) |
Interest expense on derivatives recognized into earnings, tax | $ 5,860 | $ 78 |
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 (Loss) Income | Retained Earnings (Accumulated Deficit) | Total Stockholders Equity | Non-Controlling Interests |
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 | |||||||
Cumulative-effect adjustment from adoption of new ASUs | 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 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 | ||||||
Cumulative-effect adjustment from adoption of new ASUs | $ (473,828) | 3,318 | (477,146) | (473,828) | ||||
Stock-based compensation expense | 13,163 | 13,163 | 13,163 | |||||
Issuance of common stock, net | 1,347 | $ 50 | 1,297 | 1,347 | ||||
Issuance of common stock, net (in shares) | 5,015 | |||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 221,388 | 79,354 | 221,388 | |||||
Distributions to non-controlling interests and redeemable non-controlling interests | (36,328) | (9,813) | (36,328) | |||||
Total other comprehensive loss | (17,446) | (17,446) | (17,446) | |||||
Net (loss) income attributable available to stockholders | (207,150) | (72,413) | (15,592) | (15,592) | (191,558) | |||
Balance at Dec. 31, 2018 | $ 362,212 | $ 119,572 | $ 1,201 | $ 574,248 | $ (7,223) | $ (279,631) | $ 288,595 | $ 73,617 |
Balance (in Shares) at Dec. 31, 2018 | 120,114 | 120,114 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (279,563) | $ 8,470 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 69,634 | 61,164 |
Deferred income taxes | 106,862 | (52,828) |
Stock-based compensation | 13,163 | 12,917 |
Loss on solar energy systems and property and equipment | 7,400 | 6,858 |
Non-cash interest and other expense | 17,006 | 9,422 |
Reduction in lease pass-through financing obligation | (4,433) | (4,515) |
(Gains) losses on interest rate swaps | (148) | 359 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 5,458 | (7,007) |
Inventories | 9,340 | (11,312) |
Prepaid expenses and other current assets | 2,805 | 10,864 |
Prepaid tax asset, net | (86,409) | |
Other non-current assets, net | (7,828) | (5,502) |
Accounts payable | 1,898 | (285) |
Accrued compensation | 4,762 | 495 |
Deferred revenue | (926) | 16,756 |
Accrued and other liabilities | 8,915 | 6,699 |
Net cash used in operating activities | (45,655) | (33,854) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for the cost of solar energy systems | (331,716) | (276,651) |
Payments for property and equipment | (766) | (672) |
Proceeds from disposals of solar energy systems and property and equipment | 3,379 | 2,428 |
Proceeds from state tax credits | 3,720 | |
Net cash used in investing activities | (329,103) | (271,175) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 300,742 | 213,728 |
Distributions paid to non-controlling interests and redeemable non-controlling interests | (54,732) | (47,289) |
Proceeds from long-term debt | 984,425 | 356,750 |
Payments on long-term debt | (700,143) | (172,495) |
Payments for offering costs | (21,209) | (13,917) |
Proceeds from lease pass-through financing obligation | 3,609 | 3,581 |
Principal payments on capital lease obligations | (3,323) | (4,467) |
Proceeds from issuance of common stock | 1,347 | 637 |
Net cash provided by financing activities | 510,716 | 336,528 |
NET INCREASE IN CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS | 135,958 | 31,499 |
CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS—Beginning of period | 154,938 | 123,439 |
CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS—End of period | 290,896 | 154,938 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest, net | 42,928 | 51,127 |
Cash recovered from income taxes, net | (11,194) | (33,245) |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued distributions to non-controlling interests and redeemable non-controlling interests | (8,591) | 261 |
Costs of solar energy systems included in changes in accounts payable, accounts payable—related party, accrued compensation and accrued and other liabilities | 8,503 | 610 |
Vehicles acquired under capital leases | 1,622 | 874 |
Solar energy system sales | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Receivable for tax credit recorded as a reduction to solar energy system costs | $ 7 | $ 102 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 | |
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. On the consolidated balance sheets, intangible assets, net are now included within other non-current assets, net, and accounts payable—related party, which are not material, are now included within accounts payable. See Note 16—Related Party Transactions for additional information on related party transactions. On the consolidated statements of operations, amortization of intangible assets is now included within general and administrative expenses. On the consolidated statements of cash flows, amortization of intangible assets is now included within depreciation and amortization, the change in accounts payable—related party is now included within the change in accounts payable, the purchase of intangible assets is now included within payments for property and equipment, and the change in restricted cash has been removed as a result of adopting Accounting Standards Update (“ASU”) 2016-18. 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, 2018, the Company also had $61.3 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. The Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) 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 composed 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 $5.2 million and $3.6 million as of December 31, 2018 and 2017. Inventories 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 first-in, first-out (“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 39% of accounts receivable, net as of December 31, 2018 was due from three third-party loan providers that offer 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 97% of the solar photovoltaic module purchases for the year ended December 31, 2018. Three suppliers accounted for approximately 99% of the Company’s inverter purchases for the year ended December 31, 2018. If these suppliers fail to satisfy the Company’s requirements on a timely basis or if the Company fails to develop, maintain and expand its relationship with these suppliers, the Company could suffer delays in being able to deliver or install its solar energy systems, experience a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Megawatts installed in California accounted for approximately 38% and 31% of total megawatts installed for the years ended December 31, 2018 and 2017. Megawatts installed in the Northeastern United States accounted for approximately 32% and 35% of total megawatts installed for the years ended December 31, 2018 and 2017. Future operations could be affected by changes in the economic conditions in these and other geographic areas, by changes in materials costs, by changes in the demand for renewable energy generated by solar energy systems or by changes or eliminations of solar energy related government incentives. 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 of the ITC is equal to 30% of the basis 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 investors. 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. 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, 2018 and 2017, the Company had recorded costs of $2,134.8 million and $1,803.2 million in solar energy systems, of which $1,999.3 million and $1,717.3 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $195.9 million and $129.6 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 for each of the years ended December 31, 2018 and 2017. 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 trademarks/trade names over 10 years and developed technology over eight years. The Company’s customer relationships intangible asset was amortized over five years and became fully amortized in the year ended December 31, 2018. See Note 7—Intangible 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. Other Non-Current Assets Other non-current assets primarily consist of the long-term portion of lease incentive assets, prepaid insurance, advances receivable due from sales representatives, a straight-line lease asset, debt issuance costs and long-term refundable rent deposits. Lease incentives represent cash payments made by the Company to customers in order to finalize long-term customer contracts. The Company has acquired insurance policies to mitigate the risk of ITC recapture. The insurance premiums are being amortized on a straight-line basis over the policy period. 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. 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 expected to be received. 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. 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 cash received in advance of revenue recognition related to System Sales and rebate incentives. 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. Rebate incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. See “ — Workmanship 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 installation workmanship and provides for the estimated cost at the time that installation is completed. The Company assesses the workmanship accruals 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 $2.6 million and $1.4 million as of December 31, 2018 and 2017. The non-current portion of this accrual is recorded as a component of other non-current liabilities and was $3.9 million and $2.1 million as of December 31, 2018 and 2017. 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 Solar Asset Backed Notes, Series 2018-2 are designated as cash flow hedges. Changes in the fair value 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. 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 (income) expense, net. Derivative instruments may be offset under their master netting arrangements. See Note 11—Derivative Financial Instruments. The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Comprehensive (Loss) Income Comprehensive (loss) income includes unrealized losses on the Company’s cash flow hedges for the years ended December 31, 2018 and 2017. Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers, As noted above, the Company adopted Topic 606 on a modified retrospective basis. However, if the Company adjusted the comparative period to reflect the adoption of Topic 606, the following adjustments would have been made to the consolidated statement of operations for the year ended December 31, 2017 (in thousands, except per share data): As Previously Reported Adjustment As Adjusted Revenue $ 268,028 $ (7,721 ) $ 260,307 Income tax benefit (157,333 ) (2,094 ) (159,427 ) Net income available to common shareholders 209,098 (5,627 ) 203,471 Diluted earnings per share 1.77 (0.05 ) 1.72 Additionally, the following adjustments would have been made to the consolidated balance sheet as of December 31, 2017 (in thousands): As Previously Reported Adjustment As Adjusted Current portion of deferred revenue $ 41,846 $ (7,707 ) $ 34,139 Deferred revenue, net of current portion 29,200 (18,690 ) 10,510 Deferred tax liability, net 342,382 7,160 349,542 Retained earnings 213,107 (19,237 ) 193,870 The Company recognizes revenue according to the following steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s revenue is composed 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 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 enters 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. 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. 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 typically have included 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 refund certain payments 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. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes revenue on the contracted payments on a straight-line basis over the initial term of the lease, or (2) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments. A significant majority of Solar Leases are recognized on a straight-line basis. Solar energy performance guarantee liabilities were $0.2 million and $0.1 million as of December 31, 2018 and 2017. Solar energy performance guarantees are recognized as contra-revenue in the period in which the liabilities are recorded. 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 Company currently accounts for PPAs, Solar Leases, and associated rebates and incentives as minimum lease payments from operating leases under ASC 840, Leases Leases, Future minimum annual lease receipts due from customers under Solar Leases as of December 31, 2018 are as follows (in thousands): Years Ending December 31, 2019 $ 7,551 2020 7,770 2021 7,995 2022 8,227 2023 8,466 Thereafter 132,668 Total minimum lease payments $ 172,677 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 $44.1 million and $33.8 million for the years ended December 31, 2018 and 2017. Solar Energy System and Product Sales The Company has analyzed the impact of Topic 606 on System Sales and other product sales and has concluded that the revenue recognition associated with these product sales did not change in the consolidated financial statements. The Company will continue to show this revenue stream as solar energy system and product sales in the consolidated statement of operations. The Company’s principal performance obligation for System Sales is to design and install a solar energy system that is interconnected to the local power grid and granted permission to operate to the customer. When the solar energy system has been granted permission to operate, the customer retains all of the significant risks and rewards of ownership of the solar energy system. For certain System Sales, the Company provides limited post-sale services to monitor the productivity of the solar energy system for 20 years after it has been placed in service. The Company collects cash during the installation process and recognizes revenue for System Sales and other product sales at the placed in-service date or product delivery date less any revenue allocated to monitoring services. The Company allocates a portion of the transaction price to the monitoring services by estimating the fair market price that the Company would charge for these services if offered separately from the sale of the solar energy system. As of December 31, 2018 and 2017, the Company had allocated deferred revenue of $3.3 million and $2.1 million to monitoring services that will be recognized over the term of the monitoring services. All costs to obtain and fulfill contracts associated with System Sales and other product sales are expensed as a cost of revenue when the Company has fulfilled its performance obligation and the products have been placed into service or delivered to the customer. Lease Pass-Through Arrangement 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 is recognized when the related solar energy systems are placed in service as the Company has completed its performance obligation to transfer ITCs to the fund investors at that time. The fund investors contributed cash to the investment fund during the installation process as payment for the ITCs. The transaction price for the ITCs was estimated using the tax credit rate of 30% multiplied by the fair market value of the solar energy systems that were placed into service in the lease pass-through fund. All of the related solar energy systems were placed in service and all related revenue would have been recognized prior to September 30, 2016 under Topic 606. Prior to the adoption of Topic 606, the Company recognized this revenue evenly over the five-year ITC recapture period. Under Topic 606, this earlier recognition of the ITC lease pass-through revenue decreased revenue for the year ended December 31, 2018 by $7.7 million and would have decreased revenue for the year ended December 31, 2017 by $7.7 million. As all ITC sales revenue would have been recognized prior to September 30, 2016 under Topic 606, there is no deferred revenue related to ITC sales recorded after the adoption date of January 1, 2018, and there would have been no deferred revenue as of December 31, 2017. As shown above, the cumulative adjustment related to ITC revenue recognized into retained earnings, net of tax, as of January 1, 2018 was $19.2 million. Cost of Revenue Cost of Revenue—Operating Leases and Incentives Cost of revenue—operating leases and incentives inc |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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 included on the consolidated balance sheets measured on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 130 $ — $ 130 Financial Liabilities Interest rate swaps $ — $ 11,146 $ — $ 11,146 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 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. During 2018, the Company settled the interest rate swaps associated with its 2016 Term Loan Facility and Aggregation Facility. The settlement of the interest rate swaps on the 2016 Term Loan Facility, which were designated as hedges, resulted in a $22.5 million realized gain that was recorded as a reduction to interest expense. The settlement of the interest rate swaps on the Aggregation Facility, which were not designated as hedges, resulted in a $2.0 million realized gain that was recorded as other income. The Company has since opened new interest rate swaps for its Aggregation Facility, which are not designated as hedges, the fair value of which is represented in financial liabilities above. During the year ended December 31, 2018 the Company also opened interest rate swaps for its Solar Asset Backed Notes, Series 2018-2, which are designated as hedges, the fair value of which is represented in financial liabilities above. The carrying values and fair values of the Company’s long-term debt were as follows (in thousands): December 31, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 587,358 $ 587,358 $ 757,044 $ 757,044 Fixed-rate long-term debt 653,031 673,917 199,063 238,618 Total $ 1,240,389 $ 1,261,275 $ 956,107 $ 995,662 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 (Level 2) 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 the fixed rate debt facilities that are publicly traded, or quoted prices for corporate debt with similar terms for debt facilities that are not publicly traded. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories consisted of the following (in thousands): December 31, December 31, 2018 2017 Solar energy systems held for sale $ 12,321 $ 21,971 Photovoltaic installation products 936 626 Total inventories $ 13,257 $ 22,597 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, 2018 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | 5. Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2018 2017 System equipment costs $ 1,667,440 $ 1,437,419 Initial direct costs related to solar energy systems 435,084 336,136 2,102,524 1,773,555 Less: Accumulated depreciation and amortization (195,890 ) (129,640 ) 1,906,634 1,643,915 Solar energy system inventory 32,240 29,617 Solar energy systems, net $ 1,938,874 $ 1,673,532 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 $66.3 million and $55.8 million for the years ended December 31, 2018 and 2017. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 2017 Leasehold improvements 1-12 years $ 10,560 $ 15,071 Vehicles acquired under capital leases 3-5 years 6,907 15,113 Furniture and computer and other equipment 3 years 3,816 6,492 21,283 36,676 Less: Accumulated depreciation and amortization (10,553 ) (21,598 ) Property and equipment, net $ 10,730 $ 15,078 The Company recorded depreciation and amortization expense related to property and equipment of $4.8 million and $8.4 million for the years ended December 31, 2018 and 2017. 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 $2.0 million and $3.6 million was capitalized in solar energy systems, net for the years ended December 31, 2018 and 2017. Future minimum lease payments for vehicles under capital leases as of December 31, 2018 were as follows (in thousands): Years Ending December 31, 2019 $ 2,069 2020 466 2021 24 2022 32 2023 — Thereafter — Total minimum lease payments 2,591 Less: interest 165 Present value of capital lease obligations 2,426 Less: current portion 1,921 Long-term portion $ 505 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Net intangible assets are included in other non-current assets, net and consisted of the following (in thousands): December 31, December 31, 2018 2017 Cost: Internal-use software $ 1,020 $ 1,314 Developed technology 522 522 Trademarks/trade names 201 201 Customer relationships — 164 Total carrying value 1,743 2,201 Accumulated amortization: Internal-use software (781 ) (872 ) Developed technology (324 ) (258 ) Trademarks/trade names (99 ) (79 ) Customer relationships — (130 ) Total accumulated amortization (1,204 ) (1,339 ) Total intangible assets, net $ 539 $ 862 The Company recorded amortization expense of $0.5 million and $0.6 million for the years ended December 31, 2018 and 2017, which is included within general and administrative expense on the consolidated statements of operations. As of December 31, 2018, expected amortization expense for the unamortized intangible assets was as follows (in thousands): Years Ending December 31, 2019 $ 208 2020 161 2021 130 2022 20 2023 20 Thereafter — Total $ 539 |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Compensation Disclosure [Abstract] | |
Accrued Compensation | 8. Accrued compensation consisted of the following (in thousands): December 31, December 31, 2018 2017 Accrued payroll $ 16,352 $ 13,064 Accrued commissions 9,168 7,928 Total accrued compensation $ 25,520 $ 20,992 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accrued unused commitment fees and interest $ 14,102 $ 7,445 Accrued professional fees 6,150 3,977 Current portion of lease pass-through financing obligation 5,038 4,931 Accrued inventory 4,380 4,122 Accrued workers' compensation 4,033 1,446 Sales, use and property taxes payable 3,132 3,046 Workmanship accrual 2,630 1,359 Current portion of deferred rent 951 937 Other accrued expenses 2,444 2,412 Total accrued and other current liabilities $ 42,860 $ 29,675 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10. Debt obligations consisted of the following as of December 31, 2018 (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 Solar asset backed notes, Series 2018-1 (1) $ 462,826 $ (74 ) $ (9,172 ) $ 3,655 $ 449,925 $ — 5.1 % October 2028 Solar asset backed notes, Series 2018-2 (2)(3) 342,833 (6 ) (7,388 ) 294 335,145 — 5.4 August 2023 2017 Term loan facility 188,922 (170 ) (4,614 ) 6,679 177,459 — 6.0 January 2035 Forward flow loan facility 58,425 (43 ) (3,365 ) 1,512 53,505 71,575 5.2 (4) Credit agreement 1,283 (2 ) (118 ) 15 1,148 — 6.5 February 2023 Revolving lines of credit (5) Aggregation facility 50,000 — — — 50,000 325,000 5.7 September 2020 Working capital facility (6) 136,100 — — — 136,100 — 5.6 March 2020 Total debt $ 1,240,389 $ (295 ) $ (24,657 ) $ 12,155 $ 1,203,282 $ 396,575 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 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 (5) Aggregation facility 135,000 — — — 135,000 240,000 4.7 September 2020 Working capital facility (6) 136,500 — — — 136,500 — 4.8 March 2020 Total debt $ 956,107 $ (354 ) $ (16,204 ) $ 13,585 $ 925,964 $ 240,000 (1) The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%. (2) The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%. (3) The interest rate of this facility is partially hedged to an effective interest rate of 6.0% for $326.8 million of the principal borrowings. See Note 11—Derivative Financial Instruments. (4) The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019. (5) Revolving lines of credit are not presented net of unamortized debt issuance costs. (6) 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. The Company’s debt facilities include customary events of default, conditions to borrowing and covenants, including covenants that restrict, subject to certain exceptions, the Company’s 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. Additionally, the Company is required to maintain certain financial measurements and interest rate swaps for certain debt facilities. 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’s debt facilities are secured by net cash flows from long-term customer contracts. The Company was in compliance with all debt covenants as of December 31, 2018. Solar Asset Backed Notes, Series 2018-1 In June 2018, a wholly owned subsidiary of the Company issued an aggregate principal amount of $400.0 million of Solar Asset Backed Notes, Series 2018-1, Class A (the “2018-1 Class A Notes”) and an aggregate principal amount of $66.0 million of Solar Asset Backed Notes, Series 2018-1, Class B (the “2018-1 Class B Notes”) and together with the 2018-1 Class A Notes, (the “2018-1 Notes”). The 2018-1 Class A Notes accrue interest at a fixed rate of 4.73% and have an anticipated repayment date of October 30, 2028. The 2018-1 Class B Notes accrue interest at a fixed rate of 7.37% and have an anticipated repayment date of October 30, 2028. In addition to customary events of default and covenants, the 2018-1 Notes are subject to unscheduled prepayment events that generally are customary in nature for solar securitizations of this type, including (1) asset coverage ratios falling below certain levels, (2) a debt service coverage ratio falling below certain levels, (3) the failure to maintain insurance, and (4) the failure to repay the notes in full prior to the anticipated repayment date for such class of notes. The occurrence of an unscheduled prepayment event or an event of default could result in the more rapid repayment of the 2018-1 Notes, and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the 2018-1 Notes. The 2018-1 Notes are secured by, and payable solely from the cash flow generated by the membership interests in certain indirectly owned subsidiaries of the Company, each of which subsidiaries is the managing member of a project company that owns a pool of photovoltaic systems and related Solar Leases and PPAs and ancillary rights and agreements that were originated by a wholly owned subsidiary of the Company. As of December 31, 2018, the Company had $13.5 million in required reserves outstanding in collateral accounts with the administrative agent, which are included in restricted cash and cash equivalents. Solar Asset Backed Notes, Series 2018-2 In June 2018, a wholly owned subsidiary of the Company issued an aggregate principal amount of $296.0 million of Solar Asset Backed Notes, Series 2018-2, Class A (the “2018-2 Class A Notes”) and an aggregate principal amount of $49.0 million of Solar Asset Backed Notes, Series 2018-2, Class B (the “2018-2 Class B Notes”) and together with the 2018-2 Class A Notes, (the “2018-2 Notes”). The 2018-2 Class A Notes accrue interest at a variable spread over the London Interbank Offered Rate (“LIBOR”) that is intended to result in a weighted average spread for all 2018-2 Notes of 2.95%. The 2018-2 Class B Notes accrue interest at a spread over LIBOR of 4.75% or, if no 2018-2 Class A Notes are outstanding, 2.95%. The Company entered into an interest rate swap concurrent with the issuance of the 2018-2 Notes that results in an implied all-in interest rate of approximately 5.95%. See Note 11—Derivative Financial Instruments. The 2018-2 Notes have a stated maturity of August 29, 2023. The 2018-2 Notes have the same events of default, covenants and unscheduled prepayment events as the 2018-1 Notes. In addition, the 2018-2 Notes are subject to unscheduled prepayment events relating to certain change of control events and certain liquidity requirements. As of December 31, 2018, the Company had $24.1 million in required reserves outstanding in collateral accounts with the administrative agent, which are included in restricted cash and cash equivalents. 2016 Term Loan Facility In June 2018, the Company used proceeds from the issuance of the 2018-1 Notes and 2018-2 Notes to pay off the outstanding balance of $282.3 million on the credit facility entered into by a wholly owned subsidiary of the Company in August 2016 (the “2016 Term Loan Facility”) and terminated the credit agreement. At termination, the outstanding balance was composed of $281.8 million of principal and $0.5 million of accrued interest. The termination of the 2016 Term Loan Facility was accounted for as a debt extinguishment. As such, the remaining $6.9 million of unamortized debt issuance costs related to the 2016 Term Loan Facility were recognized in interest expense during the year ended December 31, 2018. There was no prepayment fee associated with the termination of the 2016 Term Loan Facility. Subordinated HoldCo Facility In June 2018, the Company used proceeds from the issuance of the 2018-1 Notes and 2018-2 Notes to pay off the outstanding balance of $206.4 million on the credit facility entered into by a wholly owned subsidiary of the Company in March 2016 (the “Subordinated HoldCo Facility”) and terminated the financing agreement. At termination, the outstanding balance was composed of $196.6 million of principal, $3.9 million of accrued interest, and a prepayment fee of $5.9 million, which was calculated as 3.0% of the outstanding principal balance. The termination of the Subordinated HoldCo Facility was accounted for as a debt extinguishment. As such, the remaining $2.9 million of unamortized debt issuance costs related to the Subordinated HoldCo Facility were recognized in interest expense during the year ended December 31, 2018. The prepayment fee of $5.9 million was also recognized in interest expense during the year ended December 31, 2018. 2017 Term Loan Facility In January 2017, a wholly owned subsidiary of the Company entered into a long-term fixed rate credit agreement (the “2017 Term Loan Facility”). 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. As of December 31, 2018, the Company had $19.5 million in required reserves Forward Flow Loan Facility In August 2018, a subsidiary which is indirectly owned by the Company together with investors, entered into a loan agreement (the “Forward Flow Loan Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $130.0 million. The borrower may make multiple borrowings under the Forward Flow Loan Facility during the availability period, which will continue no later than October 31, 2019. After the availability period, all outstanding loans under the Forward Flow Loan Facility will be aggregated into a single term loan with a maturity date 20 years after the date of aggregation. Interest on each loan will accrue at an annual rate equal to the U.S. swap rate for the weighted-average life of such loan, plus an applicable margin equal to the greater of (a) 1.9% plus a spread adjustment based on the risk premium on the borrowing date relative to the market index-based risk premium on the closing date and (b) 1.5%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year. Upon the occurrence of certain events, the Company will be required to make prepayments of the loans, including payment of a make-whole amount in certain circumstances. As of December 31, 2018, the Company had $2.4 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents. Credit Agreement In February 2016, a wholly owned subsidiary of the Company entered into a fixed rate credit agreement (the “Credit Agreement”). Principal and interest payments under the Credit Agreement are paid quarterly over the term of the loan. Interest accrues on borrowings at a fixed rate of 6.50%. Aggregation Facility In September 2014, a wholly owned subsidiary of 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. Prepayments are permitted under the Aggregation Facility. 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. As of December 31, 2018, the Company had $1.6 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, a wholly owned subsidiary of 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. In addition to the outstanding borrowings as of September 30, 2018, the Company had established letters of credit under the Working Capital Facility for up to $13.9 million related to insurance contracts. Prepayments are permitted under the Working Capital Facility. Interest accrues on borrowings at a floating rate equal to, depending 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 depending on the type of borrowing at the end of (1) the interest period that the Company may elect as a term, not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. The Company is required to maintain $30.0 million in cash and cash equivalents and certain investments as of the last day of each quarter. As of December 31, 2018, the Company was in compliance with such covenants. Scheduled Maturities of Debt The scheduled maturities of debt as of December 31, 2018 are as follows (in thousands): 2019 $ 12,450 2020 200,641 2021 13,443 2022 18,553 2023 357,167 Thereafter 638,135 Total $ 1,240,389 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 9,884 Other non-current liabilities Derivatives not designated as hedging instruments: Interest rate swaps $ 1,262 Other non-current liabilities Interest rate swaps $ 130 Other non-current assets 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 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. During the year ended December 31, 2018, the Company paid off and terminated the 2016 Term Loan Facility and settled all outstanding interest rate swaps associated with the 2016 Term Loan Facility. As a result of settling the interest rate swaps, which were designated as hedges, the Company realized a $22.5 million gain that was recorded as a reduction to interest expense. 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. During the second quarter of 2018, the outstanding balance of the Aggregation Facility was paid off, and as a result, the Company settled all outstanding interest rate swaps associated with the Aggregation Facility during that quarter. The settlement of the interest rate swaps, which were not designated as hedges, resulted in a realized gain of $2.0 million that was recorded as other income. As of December 31, 2018, the Company had drawn on the Aggregation Facility again and entered into interest rate swaps with an aggregate notional amount of $40.0 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. In connection with the 2018-2 Notes, the Company entered into interest rate swaps to offset changes in the variable interest rate for a portion of these notes. As of December 31, 2018, the notional amount of these interest rate swaps was $326.8 million. The notional amount of the interest rate swaps decreases through the maturity of the 2018-2 Notes, similar to the Company’s estimated semi-annual principal payments on the 2018-2 Notes through August 2023. The interest rate swaps are designated as cash flow hedges, and unrealized gains or losses are recorded in OCI. The amount of AOCI expected to be reclassified to interest expense within the next 12 months is approximately $1.3 million. The Company will discontinue the hedge accounting designation of these derivatives if interest payments on LIBOR-indexed floating rate loans compared to the payments under the derivatives are no longer highly effective. The Company adopted ASU 2017-12 as of January 1, 2018. Among other changes, this update eliminated the separate measurement of hedge ineffectiveness. The Company adopted this update using a modified retrospective method with a cumulative-effect adjustment to retained earnings as of January 1, 2018. As a result, the Company ceased measuring hedge ineffectiveness beginning January 1, 2018, while prior period measurements remain unchanged. See Note 2—Summary of Significant Accounting Policies. The Company records derivatives at fair value. The losses on derivatives designated as cash flow hedges recognized in OCI, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2018 2017 Derivatives designated as cash flow hedges: Interest rate swaps $ 2,311 $ 1,405 The (gains) losses on derivative financial instruments recognized in the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2018 2017 Interest expense, net Other (income) expense, net Interest expense, net Other (income) expense, net Total amounts presented in the income statement line items $ 65,308 $ (4,538 ) $ 64,264 $ 352 Derivatives designated as cash flow hedges: Interest rate swaps Gains reclassified from AOCI into income $ (21,601 ) $ — $ (195 ) $ — Gains recognized in income - ineffective portion: — — — (921 ) Derivatives not designated as hedging instruments: Interest rate swaps (Gains) losses recognized in income — (2,420 ) — 1,280 Total (gains) losses $ (21,601 ) $ (2,420 ) $ (195 ) $ 359 |
Investment Funds
Investment Funds | 12 Months Ended |
Dec. 31, 2018 | |
Summarized Financial Data Of Subsidiary [Abstract] | |
Investment Funds | 12. As of December 31, 2018, and 2017, 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, 2018 2017 Assets Current assets: Cash and cash equivalents $ 62,350 $ 17,280 Accounts receivable, net 6,593 5,143 Prepaid expenses and other current assets 1,289 952 Total current assets 70,232 23,375 Restricted cash and cash equivalents 2,443 — Solar energy systems, net 1,752,271 1,486,023 Other non-current assets, net 10,888 6,792 Total assets $ 1,835,834 $ 1,516,190 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 7,846 $ 16,437 Current portion of long-term debt 1,512 — Current portion of deferred revenue 2,320 9,176 Accrued and other current liabilities 4,860 4,478 Total current liabilities 16,538 30,091 Long-term debt, net of current portion 53,505 — Deferred revenue, net of current portion 9,694 26,847 Other non-current liabilities 1,023 1,444 Total liabilities $ 80,760 $ 58,382 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, 2018 and 2017, the cumulative total of contributions into the VIEs by all investors was $1,565.3 million and $1,264.6 million. Of these contributions, a cumulative total of $110.0 million was contributed by related parties in prior periods. A third-party provider has agreed to perform backup maintenance services for all funds, if necessary. Lease Pass-Through Financing Obligation During 2015, a wholly owned subsidiary of the Company entered into a lease pass-through fund arrangement under which the Company contributed solar energy systems and the investor contributed cash. The net carrying value of the related solar energy systems was $55.8 million and $58.2 million as of December 31, 2018 and 2017. The Company adopted Topic 606 as of January 1, 2018. 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 is recognized when the related solar energy systems are placed in service as the Company has completed its performance obligation to transfer ITCs to the fund investors at that time. The fund investors contributed cash to the investment fund during the installation process as payment for the ITCs. The transaction price for the ITCs was estimated using the tax credit rate of 30% times the fair market value of the solar energy systems that were placed into service in the lease pass-through fund. All of the related solar energy systems were placed in service and all related revenue would have been recognized prior to September 30, 2016 under Topic 606. Prior to the adoption of Topic 606, the Company recognized this revenue evenly over the five-year ITC recapture period. The Company adopted Topic 606 on a modified retrospective basis with a cumulative adjustment to retained earnings as of January 1, 2018. As all ITC sales revenue would have been recognized prior to September 30, 2016 under Topic 606, the Company removed previously recorded deferred revenue related to ITC sales by recording it to retained earnings as of the adoption date of Topic 606. See Note 2—Summary of Significant Accounting Policies. 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. As of December 31, 2018, the Company had recorded financing liabilities of $5.3 million related to this fund arrangement, which was the lease pass-through financing obligation recorded in other liabilities. As of December 31, 2017, the Company had recorded financing liabilities of $32.1 million related to this fund arrangement, of which $26.4 million was deferred revenue and $5.8 million was the lease pass-through financing obligation recorded in other liabilities. As of December 31, 2018, the future minimum lease payments to be received from the fund investor under the lease pass-through arrangement for each of the next five years and thereafter were as follows (in thousands): Years Ending December 31, 2019 $ 3,034 2020 3,081 2021 3,128 2022 3,175 2023 3,222 Thereafter 763 Total minimum lease payments to be received $ 16,403 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, 2018, the Company has not made any payments under these guarantees. However, several recent investment funds, the 2018-1 Notes and the 2018-2 Notes have required the Company to prepay insurance premiums to cover the risk of ITC recapture. The Company amortizes this prepaid insurance expense over the ITC recapture period. The Company had prepaid insurance balances of $8.3 million and $2.4 million as of December 31, 2018 and 2017. From time to time, the Company incurs fees for non-performance, which non-performance may include, but is not limited to, 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 $11.9 million and $8.4 million for the years ended December 31, 2018 and 2017. As of December 31, 2018, no accrual for additional distributions was required. 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, 2018 and 2017, 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, 2018 | |
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, 2018 and 2017, the Company had 120.1 million and 115.1 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, 2018 2017 Shares available for grant under equity incentive plans 13,323 12,774 Restricted stock units issued and outstanding 6,172 6,688 Stock options issued and outstanding 3,394 3,837 Long-term incentive plan 2,706 2,706 Total 25,595 26,005 Redeemable Non-Controlling Interests and 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. Seven of the investment funds include a right for the non-controlling interest holder to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund (each, a “Put Option”). The purchase price for the fund investor’s interest in the seven investment funds under the Put Options is the greater of fair market value at the time the option is exercised and a specified amount, ranging from $2.1 million to $4.1 million. The Put Options for these seven investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Put Options are expected to become exercisable prior to 2021. 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, 2018 and 2017, there were no series of preferred stock issued or designated. |
Equity Compensation Plans
Equity Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, a total of 13.3 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 4.6 million shares became available to grant in January 2018 under the 2014 Plan. 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. 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, 2018, 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, 2018, 2.7 million shares remained outstanding, which will be granted when certain performance conditions are achieved. Vesting Terms As of December 31, 2018, there were 3.4 million time-based stock options and 6.2 million RSUs granted and outstanding under the 2014 Plan. The time-based options are subject to ratable time-based vesting over three to five years. Of the total RSUs outstanding, 4.9 million are subject to ratable time-based vesting over one to four years and 1.3 million vest quarterly or annually over two to four years subject to individual participants’ achievement of quarterly or annual performance goals. Equity Award Modifications Sales Leader Awards In July 2018, the Company modified 0.4 million performance-based equity awards for members of its sales leadership team as it was considered improbable that the performance targets would be met. As a result of the modification, the awards are now considered probable of being met, and expense is being recorded accordingly. This was accounted for as a modification; however, there was no incremental expense arising from the modification. Stock Options Stock Option Activity Stock option activity for the year ended December 31, 2018 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, 2017 3,837 $ 2.01 $ 8,522 Granted 827 3.93 Exercised (1,178 ) 1.14 Cancelled (92 ) 2.27 Outstanding—December 31, 2018 3,394 $ 2.77 7.1 $ 4,689 Options vested and exercisable—December 31, 2018 1,602 $ 2.31 5.9 $ 3,065 The weighted-average grant date fair value of options granted during the years ended December 31, 2018 and 2017 was $3.93 and $2.25 per share. The total intrinsic value of options exercised for the years ended December 31, 2018 and 2017 was $4.4 million and $1.7 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, 2018 and 2017 was $1.7 million, $1.5 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, 2018 2017 Expected term (in years) 6.2 6.2 Volatility 70.7 % 75.3 % Risk-free interest rate 2.8 % 2.1 % Dividend yield 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, 2018 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2017 6,688 $ 3.20 Granted 3,986 4.13 Vested (3,837 ) 3.09 Forfeited (665 ) 3.48 Outstanding at December 31, 2018 6,172 $ 3.84 The total fair value of RSUs vested was $16.9 million and $12.0 million, for the years ended December 31, 2018 and 2017. 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, 2018 2017 Cost of revenue $ 1,333 $ 993 Sales and marketing 3,353 4,084 General and administrative 8,344 7,649 Research and development 133 191 Total stock-based compensation $ 13,163 $ 12,917 The recognized income tax benefit related to share-based compensation was $1.4 million for the year ended December 31, 2018. There was no recognized income tax benefit related to share-based compensation for the year ended December 31, 2017. Unrecognized stock-based compensation expense for time-based stock options and RSUs as of December 31, 2018 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs $ 15,240 1.7 Stock options 1,971 1.8 Total unrecognized stock-based compensation expense $ 17,211 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income tax expense (benefit) is composed of the following (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ (665 ) $ (9,233 ) State 102 (8,864 ) Total current benefit (563 ) (18,097 ) Deferred: Federal 79,048 (154,316 ) State 27,814 15,080 Total deferred expense (benefit) 106,862 (139,236 ) Income tax expense (benefit) $ 106,299 $ (157,333 ) 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 expense (benefit) (in thousands): Year Ended December 31, 2018 2017 Income tax benefit—computed as 21% and 35% of pretax loss in 2018 and 2017 $ (36,385 ) $ (52,102 ) Effect of non-controlling interests and redeemable non-controlling interests 55,434 70,219 Amortization of prepaid tax asset — 15,287 Effect of nondeductible expenses 1,809 2,781 State and local income tax expenses (net of federal benefit) 22,054 4,040 Tax gains on sale of solar energy systems to investment funds 68,683 — Effect of tax credits (2,684 ) (11,849 ) Effect of federal tax rate reduction from 35% to 21% — (187,501 ) Other (2,612 ) 1,792 Income tax expense (benefit) $ 106,299 $ (157,333 ) The TCJA made significant changes to the U.S. tax code, which include, but are not limited to, a reduced U.S. federal corporate tax rate, 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 Company recorded a provisional net deferred 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. The Company has completed its analysis of the tax effects of the TCJA and determined there should be no adjustment to the amount previously recorded. 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, 2018 2017 Deferred tax assets: Accruals and reserves $ 7,306 $ 4,154 Stock-based compensation 4,204 5,047 Tax credits 47,131 43,071 Net operating losses 13,662 5,847 Depreciation and amortization 2,063 2,160 Interest rate swaps 2,982 — Other 1,149 324 Gross deferred tax assets 78,497 60,603 Valuation allowance (306 ) (329 ) Net deferred tax assets 78,191 60,274 Deferred tax liabilities: Investment in solar funds (483,522 ) (361,284 ) Depreciation and amortization (31,035 ) (37,121 ) Interest rate swaps — (3,458 ) Accruals and reserves (754 ) (793 ) Gross deferred tax liabilities (515,311 ) (402,656 ) Net deferred tax liabilities $ (437,120 ) $ (342,382 ) The Company sells solar energy systems to the investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is eliminated in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. With the adoption of ASU 2016-16, the Company now accounts for the income tax consequences of these intra-entity transfers, both current and deferred, as a component of income tax expense and deferred tax liability, net during the period in which the transfers occur. Prior to the adoption of ASU 2016-16, any tax expense incurred related to these intra-entity sales was deferred and amortized over the estimated useful life of the underlying solar energy systems, which was estimated to be 30 years. Accordingly, the Company had recorded a prepaid tax asset, net, of $505.9 million as of December 31, 2017, which was removed as of January 1, 2018 when the Company adopted ASU 2016-16. See Note 2—Summary of Significant Accounting Policies. The Company had federal net operating loss carryforwards (“NOLs”) of approximately $13.9 million available to offset future federal taxable income as of December 31, 2018. The Company’s federal NOLs do not expire. The Company had no federal NOLs as of December 31, 2017. The Company had state NOLs of approximately $175.3 million and $95.5 million available to offset future state taxable income as of December 31, 2018 and 2017. The NOLs expire in varying amounts from 2029 through 2038 for state tax purposes if unused. As of December 31, 2018 and 2017, the Company recognized a valuation allowance of $0.3 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 credit carryforwards, primarily composed of ITCs, of $45.7 million and $42.8 million for the years ended December 31, 2018 and 2017. These federal business tax credits expire in varying amounts from 2036 through 2038 if unused. 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 $0.5 million and $0.9 million for the years ended December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company had $0.6 million and $11.1 million of federal income tax refunds receivable which were recorded in prepaid expenses and other current assets. As of December 31, 2018 and 2017, the Company had $9.3 million and $9.7 million of state income tax refunds receivable which were recorded in prepaid expenses and other current assets. The Company expects to produce sufficient future taxable income, including from the future reversal of deferred tax liabilities, 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 previously noted. Uncertain Tax Positions As of December 31, 2018, the total amount of gross unrecognized tax benefits was $0.6 million, of which $0.5 million, if recognized, would impact the Company’s effective tax rate. There were no unrecognized tax benefits recorded as of December 31, 2017. The aggregate changes in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for 2018 and 2017, is as follows (in thousands): Year Ended December 31, 2018 2017 Beginning balance $ — $ — Increases related to positions from a prior year 447 — Increases related to positions from the current year 108 — Ending balance $ 555 $ — The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for income taxes. There were no interest and penalties accrued for any unrecognized tax benefits as of December 31, 2018 and 2017. The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized tax benefits will significantly increase or decrease within 12 months of the year ended December 31, 2018. 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 2015 tax year are subject to audit. The Company’s 2014 income tax returns for four states are also subject to audit |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Cost of revenue—operating leases and incentives $ — $ 701 Sales and marketing 2,158 2,643 General and administrative — 139 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 non-exclusive dealer for the other party to market, promote and sell each other’s products. The agreement has an initial term of two years and replaces substantially all of the activities being undertaken under the parties’ former marketing and customer relations agreement. The Company and Vivint also agreed to extend the term of the non-solicitation provisions under an existing non-competition agreement to match the term of the sales dealer agreement. The Company incurred fees under agreements with Vivint of $16.3 million and $2.5 million for the years ended December 31, 2018, and 2017. These amounts reflect the level of services provided by Vivint on behalf of the Company. Payables to Vivint recorded in accounts payable were $0.2 million as of December 31, 2018 and 2017. These payables include amounts due to Vivint related primarily to the sales dealer agreement. 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 $1.5 million and $1.2 million as of December 31, 2018 and 2017, 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, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Non-Cancellable Operating Leases In May 2016, the Company commenced a lease for its current headquarters in Lehi, Utah. The 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, including subsequent extensions to the original term, range from one to seven years, with the majority having a term of five 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 $14.7 million and $16.3 million for the years ended December 31, 2018 and 2017. 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 $0.1 million as of December 31, 2018. 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, 2018 were as follows (in thousands): Years Ending December 31, 2019 $ 11,250 2020 11,803 2021 11,669 2022 10,100 2023 9,393 Thereafter 63,762 Total minimum lease payments $ 117,977 Letters of Credit As of December 31, 2018, the Company had established letters of credit under the Working Capital Facility for up to $13.9 million related to insurance contracts. 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 $11.9 million and $8.4 million for the years ended December 31, 2018 and 2017. As of December 31, 2018, no accrual for additional distributions was necessary. Residual Commission Payments The Company pays a portion of sales commissions to its sales representatives on a deferred basis. The amount deferred is based on the value of the system sold by the sales representative and payment is based on the sales representative remaining employed by the Company. As this amount is earned over time, it is not considered an initial direct cost of obtaining the contract due to the requirement that the sales representative remain in the Company’s service. As a result, the amount that is earned over time is expensed by the Company over the deferment period. As of December 31, 2018, the total estimated obligation that is currently not recorded in the Company’s consolidated financial statements, but that will be earned and expensed over the deferment period was $15.5 million. Legal Proceedings 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. In April 2016, SunEdison filed for Chapter 11 bankruptcy, which stayed prosecution of the Company’s litigation in the Delaware court. In September 2016, the Company submitted a proof of claim in the bankruptcy case for an unsecured claim in the initial amount of $1.0 billion, which was subject to dispute, for damages for breach of the Merger Agreement. In April 2018, the Company reached a settlement with the litigation trustee in the bankruptcy case under which the Company’s claim will be allowed in the amount of $590.0 million. This settlement resolves both the lawsuit in the Delaware Chancery Court and the dispute about the amount of the Company’s unsecured creditor claim in the bankruptcy. In April 2018, the Company received an initial distribution of $2.1 million and expects to receive further distributions as assets are distributed to unsecured creditors under the court-approved plan of reorganization in the SunEdison bankruptcy case. While the exact amount to be distributed for this claim is unknown at this time, the payout is expected to be a small fraction of the $590.0 million claim. In February 2018, two former employees, on behalf of themselves and a purported class, named the Company in a putative class action alleging that the Company misclassified those employees and violated other wage and hour laws. The complaint seeks unspecified damages and statutory penalties for the alleged violations. The Company disputes the allegations and has retained counsel to defend it in the litigation. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period or periods in which any such outcome becomes probable and estimable. In March 2018, the New Mexico Attorney General’s office filed an action against the Company and several of its officers alleging violation of state consumer protection statutes and other claims. The Company disputes the allegations in the lawsuit and intends to defend itself in the action. The Company is unable to estimate a range of loss, if any, were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. In June 2018, four of the Company’s customers, on behalf of themselves and a purported class, named the Company in a putative class action alleging violations of the Consumers Legal Remedies Act and 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. The Company disputes the allegations in the complaint and intends to vigorously defend itself. On November 14, 2018, the Company entered into a settlement agreement with the four customers whereby the customers agreed to dismiss the putative class action in exchange for rescission of their contracts, removal of the systems that the Company installed on their properties, immaterial compensation payments to each customer and an immaterial payment for attorneys’ fees and costs. In July 2018, an individual filed a putative class action lawsuit in the U.S. District Court for the District of Columbia, purportedly on behalf of himself and other persons who received certain telephone calls. The lawsuit alleges that the Company violated the Telephone Consumer Protection Act and some of its implementing regulations. The complaint seeks statutory penalties for each alleged violation. The Company disputes the allegations in the complaint, has retained counsel and intends to vigorously defend itself in the litigation. The Company is unable to estimate the amount or range of potential loss, if any, at this time. In October 2018, a former employee filed a representative action pursuant to California’s Private Attorneys General Act alleging that the Company violated California labor and employment laws by, among other things, failing to provide its employees with rest and meal breaks. The Company disputes the allegations in the complaint and has retained counsel to represent it in the litigation. The Company is unable to estimate a range of loss, if any, at this time. If an unfavorable outcome were to occur in the case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. In October 2018, a former sales representative filed a representative action pursuant to California’s Private Attorneys General Act alleging that the Company violated California labor and employment laws by, among other things, failing to properly compensate its direct sellers and reimburse them for business expenses. The Company disputes the allegations in the complaint and has filed a motion to dismiss the complaint, which is pending. The Company is unable to estimate a range of loss, if any, at this time. If an unfavorable outcome were to occur in the case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. |
Basic and Diluted Net (Loss) In
Basic and Diluted Net (Loss) Income Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net (Loss) Income Per Share | 18. The Company computes basic net income per share by dividing net (loss) 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 (loss) income available per share to common stockholders for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts): Year Ended December 31, 2018 2017 Numerator: Net (loss attributable) income available to common stockholders $ (15,592 ) $ 209,098 Denominator: Shares used in computing net (loss attributable) income available per share to common stockholders, basic 117,565 113,132 Weighted-average effect of potentially dilutive shares to purchase common stock — 5,136 Shares used in computing net (loss attributable) income available per share to common stockholders, diluted 117,565 118,268 Net (loss attributable) income available per share to common stockholders: Basic $ (0.13 ) $ 1.85 Diluted $ (0.13 ) $ 1.77 For the year ended December 31, 2018, the Company incurred a net loss attributable to common stockholders. As such, the potentially dilutive shares were anti-dilutive and were not considered in the weighted-average number of common shares outstanding for that period. For the year ended December 31, 2017, 1.0 million 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, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Lease Amendments In February 2019, the Company terminated the lease for the second office building to be constructed adjacent to its corporate headquarters. The terminated lease included the entire building and, prior to termination, was expected to commence on January 1, 2020. Concurrent with the termination of the lease for the second building, the Company entered into a new lease for approximately 32,000 square feet of the second office building. This lease is expected to commence on January 1, 2020, and the initial term is approximately 11.5 years, with two options to extend the lease for five years. The Company expects to make total rent payments of approximately $11.2 million over the initial term. Additionally, the Company agreed to amend the lease for its current corporate headquarters to extend the lease for an additional 3 years to 2031 and expects to make total additional rent payments of approximately $14.6 million over the term extension. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. On the consolidated balance sheets, intangible assets, net are now included within other non-current assets, net, and accounts payable—related party, which are not material, are now included within accounts payable. See Note 16—Related Party Transactions for additional information on related party transactions. On the consolidated statements of operations, amortization of intangible assets is now included within general and administrative expenses. On the consolidated statements of cash flows, amortization of intangible assets is now included within depreciation and amortization, the change in accounts payable—related party is now included within the change in accounts payable, the purchase of intangible assets is now included within payments for property and equipment, and the change in restricted cash has been removed as a result of adopting Accounting Standards Update (“ASU”) 2016-18. |
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, 2018, the Company also had $61.3 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. The Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) |
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 composed 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 $5.2 million and $3.6 million as of December 31, 2018 and 2017. |
Inventories | Inventories 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 first-in, first-out (“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 39% of accounts receivable, net as of December 31, 2018 was due from three third-party loan providers that offer 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 97% of the solar photovoltaic module purchases for the year ended December 31, 2018. Three suppliers accounted for approximately 99% of the Company’s inverter purchases for the year ended December 31, 2018. If these suppliers fail to satisfy the Company’s requirements on a timely basis or if the Company fails to develop, maintain and expand its relationship with these suppliers, the Company could suffer delays in being able to deliver or install its solar energy systems, experience a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Megawatts installed in California accounted for approximately 38% and 31% of total megawatts installed for the years ended December 31, 2018 and 2017. Megawatts installed in the Northeastern United States accounted for approximately 32% and 35% of total megawatts installed for the years ended December 31, 2018 and 2017. Future operations could be affected by changes in the economic conditions in these and other geographic areas, by changes in materials costs, by changes in the demand for renewable energy generated by solar energy systems or by changes or eliminations of solar energy related government incentives. |
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 of the ITC is equal to 30% of the basis 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 investors. 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. 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, 2018 and 2017, the Company had recorded costs of $2,134.8 million and $1,803.2 million in solar energy systems, of which $1,999.3 million and $1,717.3 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $195.9 million and $129.6 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 for each of the years ended December 31, 2018 and 2017. 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 trademarks/trade names over 10 years and developed technology over eight years. The Company’s customer relationships intangible asset was amortized over five years and became fully amortized in the year ended December 31, 2018. See Note 7—Intangible Assets. |
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. |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets primarily consist of the long-term portion of lease incentive assets, prepaid insurance, advances receivable due from sales representatives, a straight-line lease asset, debt issuance costs and long-term refundable rent deposits. Lease incentives represent cash payments made by the Company to customers in order to finalize long-term customer contracts. The Company has acquired insurance policies to mitigate the risk of ITC recapture. The insurance premiums are being amortized on a straight-line basis over the policy period. 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. 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 expected to be received. 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. |
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 cash received in advance of revenue recognition related to System Sales and rebate incentives. 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. Rebate incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. See “ — |
Workmanship Accruals and Warranties | Workmanship 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 installation workmanship and provides for the estimated cost at the time that installation is completed. The Company assesses the workmanship accruals 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 $2.6 million and $1.4 million as of December 31, 2018 and 2017. The non-current portion of this accrual is recorded as a component of other non-current liabilities and was $3.9 million and $2.1 million as of December 31, 2018 and 2017. |
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 Solar Asset Backed Notes, Series 2018-2 are designated as cash flow hedges. Changes in the fair value 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. 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 (income) expense, net. Derivative instruments may be offset under their master netting arrangements. See Note 11—Derivative Financial Instruments. The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income includes unrealized losses on the Company’s cash flow hedges for the years ended December 31, 2018 and 2017. |
Revenue Recognition | Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers, As noted above, the Company adopted Topic 606 on a modified retrospective basis. However, if the Company adjusted the comparative period to reflect the adoption of Topic 606, the following adjustments would have been made to the consolidated statement of operations for the year ended December 31, 2017 (in thousands, except per share data): As Previously Reported Adjustment As Adjusted Revenue $ 268,028 $ (7,721 ) $ 260,307 Income tax benefit (157,333 ) (2,094 ) (159,427 ) Net income available to common shareholders 209,098 (5,627 ) 203,471 Diluted earnings per share 1.77 (0.05 ) 1.72 Additionally, the following adjustments would have been made to the consolidated balance sheet as of December 31, 2017 (in thousands): As Previously Reported Adjustment As Adjusted Current portion of deferred revenue $ 41,846 $ (7,707 ) $ 34,139 Deferred revenue, net of current portion 29,200 (18,690 ) 10,510 Deferred tax liability, net 342,382 7,160 349,542 Retained earnings 213,107 (19,237 ) 193,870 The Company recognizes revenue according to the following steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s revenue is composed 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 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 enters 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. 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. 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 typically have included 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 refund certain payments 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. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes revenue on the contracted payments on a straight-line basis over the initial term of the lease, or (2) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments. A significant majority of Solar Leases are recognized on a straight-line basis. Solar energy performance guarantee liabilities were $0.2 million and $0.1 million as of December 31, 2018 and 2017. Solar energy performance guarantees are recognized as contra-revenue in the period in which the liabilities are recorded. 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 Company currently accounts for PPAs, Solar Leases, and associated rebates and incentives as minimum lease payments from operating leases under ASC 840, Leases Leases, Future minimum annual lease receipts due from customers under Solar Leases as of December 31, 2018 are as follows (in thousands): Years Ending December 31, 2019 $ 7,551 2020 7,770 2021 7,995 2022 8,227 2023 8,466 Thereafter 132,668 Total minimum lease payments $ 172,677 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 $44.1 million and $33.8 million for the years ended December 31, 2018 and 2017. Solar Energy System and Product Sales The Company has analyzed the impact of Topic 606 on System Sales and other product sales and has concluded that the revenue recognition associated with these product sales did not change in the consolidated financial statements. The Company will continue to show this revenue stream as solar energy system and product sales in the consolidated statement of operations. The Company’s principal performance obligation for System Sales is to design and install a solar energy system that is interconnected to the local power grid and granted permission to operate to the customer. When the solar energy system has been granted permission to operate, the customer retains all of the significant risks and rewards of ownership of the solar energy system. For certain System Sales, the Company provides limited post-sale services to monitor the productivity of the solar energy system for 20 years after it has been placed in service. The Company collects cash during the installation process and recognizes revenue for System Sales and other product sales at the placed in-service date or product delivery date less any revenue allocated to monitoring services. The Company allocates a portion of the transaction price to the monitoring services by estimating the fair market price that the Company would charge for these services if offered separately from the sale of the solar energy system. As of December 31, 2018 and 2017, the Company had allocated deferred revenue of $3.3 million and $2.1 million to monitoring services that will be recognized over the term of the monitoring services. All costs to obtain and fulfill contracts associated with System Sales and other product sales are expensed as a cost of revenue when the Company has fulfilled its performance obligation and the products have been placed into service or delivered to the customer. Lease Pass-Through Arrangement 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 is recognized when the related solar energy systems are placed in service as the Company has completed its performance obligation to transfer ITCs to the fund investors at that time. The fund investors contributed cash to the investment fund during the installation process as payment for the ITCs. The transaction price for the ITCs was estimated using the tax credit rate of 30% multiplied by the fair market value of the solar energy systems that were placed into service in the lease pass-through fund. All of the related solar energy systems were placed in service and all related revenue would have been recognized prior to September 30, 2016 under Topic 606. Prior to the adoption of Topic 606, the Company recognized this revenue evenly over the five-year ITC recapture period. Under Topic 606, this earlier recognition of the ITC lease pass-through revenue decreased revenue for the year ended December 31, 2018 by $7.7 million and would have decreased revenue for the year ended December 31, 2017 by $7.7 million. As all ITC sales revenue would have been recognized prior to September 30, 2016 under Topic 606, there is no deferred revenue related to ITC sales recorded after the adoption date of January 1, 2018, and there would have been no deferred revenue as of December 31, 2017. As shown above, the cumulative adjustment related to ITC revenue recognized into retained earnings, net of tax, as of January 1, 2018 was $19.2 million. |
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. |
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 costs were $3.6 million and $2.3 million for the years ended December 31, 2018 and 2017. |
Vivint Related Party Expenses | Vivint Related Party Expenses The Company has historically relied on the technical support of Vivint, Inc. (“Vivint”) to run its business. The Company used certain of Vivint’s information technology and infrastructure until transitioning off in July 2017. The Company has entered into a sales dealer agreement with Vivint, pursuant to which each company will act as a non-exclusive dealer for the other party to market. The fees under these agreements 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 (Income) Expense, Net | Other (Income) Expense, Net For the year ended December 31, 2018, other (income) expense, net primarily includes changes in fair value for the Company’s interest rate swaps not designated as hedges and a payment received as an initial distribution on one of the Company’s legal proceedings. For the year ended December 31, 2017, other (income) expense, 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. Changes in the fair value of the Company’s interest rate swaps are recorded in other (income) expense, net each reporting period when the interest rate swaps are marked to market. |
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 sells solar energy systems to the investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is eliminated in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. The Company adopted ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory The adoption of ASU 2016-16 had the following effect on the Company’s consolidated statement of operations for the year ended December 31, 2018 (in thousands, except per share data): Year Ended December 31, 2018 Pre-Adoption Effect of Accounting Adoption As Reported Income tax expense $ 39,041 $ 67,258 $ 106,299 Net loss (212,305 ) (67,258 ) (279,563 ) Net loss attributable to common shareholders 51,666 (67,258 ) (15,592 ) Basic earnings per share 0.44 (0.57 ) (0.13 ) Diluted earnings per share 0.42 (0.55 ) (0.13 ) The Company adopted ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 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 expense (benefit). |
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. |
Post-Employment Benefits | Post-Employment Benefits The Company sponsors a 401(k) Plan that covers 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. The Company has one business activity, providing solar energy services and products to customers. Accordingly, the Company has a single operating and reporting segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-20, ASU 2018-11 and ASU 2018-10, which clarify aspects of the guidance in ASU 2016-02, Leases (Topic 842) Upon adoption of Topic 842, the Company will no longer capitalize initial direct costs. Instead, the Company will capitalize costs to obtain a contract which meet the “incremental” criteria defined in Topic 606. These costs will be amortized over the period of benefit to sales and marketing expense on the consolidated statements of operations. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 are as follows (in thousands): Years Ending December 31, 2019 $ 7,551 2020 7,770 2021 7,995 2022 8,227 2023 8,466 Thereafter 132,668 Total minimum lease payments $ 172,677 |
ASU 2014-09 | |
Schedule of Accounting Standards Update Adjustments to Financial Statements | As noted above, the Company adopted Topic 606 on a modified retrospective basis. However, if the Company adjusted the comparative period to reflect the adoption of Topic 606, the following adjustments would have been made to the consolidated statement of operations for the year ended December 31, 2017 (in thousands, except per share data): As Previously Reported Adjustment As Adjusted Revenue $ 268,028 $ (7,721 ) $ 260,307 Income tax benefit (157,333 ) (2,094 ) (159,427 ) Net income available to common shareholders 209,098 (5,627 ) 203,471 Diluted earnings per share 1.77 (0.05 ) 1.72 Additionally, the following adjustments would have been made to the consolidated balance sheet as of December 31, 2017 (in thousands): As Previously Reported Adjustment As Adjusted Current portion of deferred revenue $ 41,846 $ (7,707 ) $ 34,139 Deferred revenue, net of current portion 29,200 (18,690 ) 10,510 Deferred tax liability, net 342,382 7,160 349,542 Retained earnings 213,107 (19,237 ) 193,870 |
ASU 2016-16 | |
Schedule of Accounting Standards Update Adjustments to Financial Statements | The adoption of ASU 2016-16 had the following effect on the Company’s consolidated statement of operations for the year ended December 31, 2018 (in thousands, except per share data): Year Ended December 31, 2018 Pre-Adoption Effect of Accounting Adoption As Reported Income tax expense $ 39,041 $ 67,258 $ 106,299 Net loss (212,305 ) (67,258 ) (279,563 ) Net loss attributable to common shareholders 51,666 (67,258 ) (15,592 ) Basic earnings per share 0.44 (0.57 ) (0.13 ) Diluted earnings per share 0.42 (0.55 ) (0.13 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 included on the consolidated balance sheets measured on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Assets Interest rate swaps $ — $ 130 $ — $ 130 Financial Liabilities Interest rate swaps $ — $ 11,146 $ — $ 11,146 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 |
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, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Floating-rate long-term debt $ 587,358 $ 587,358 $ 757,044 $ 757,044 Fixed-rate long-term debt 653,031 673,917 199,063 238,618 Total $ 1,240,389 $ 1,261,275 $ 956,107 $ 995,662 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): December 31, December 31, 2018 2017 Solar energy systems held for sale $ 12,321 $ 21,971 Photovoltaic installation products 936 626 Total inventories $ 13,257 $ 22,597 |
Solar Energy Systems (Tables)
Solar Energy Systems (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2018 2017 System equipment costs $ 1,667,440 $ 1,437,419 Initial direct costs related to solar energy systems 435,084 336,136 2,102,524 1,773,555 Less: Accumulated depreciation and amortization (195,890 ) (129,640 ) 1,906,634 1,643,915 Solar energy system inventory 32,240 29,617 Solar energy systems, net $ 1,938,874 $ 1,673,532 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 2017 Leasehold improvements 1-12 years $ 10,560 $ 15,071 Vehicles acquired under capital leases 3-5 years 6,907 15,113 Furniture and computer and other equipment 3 years 3,816 6,492 21,283 36,676 Less: Accumulated depreciation and amortization (10,553 ) (21,598 ) Property and equipment, net $ 10,730 $ 15,078 |
Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases | Future minimum lease payments for vehicles under capital leases as of December 31, 2018 were as follows (in thousands): Years Ending December 31, 2019 $ 2,069 2020 466 2021 24 2022 32 2023 — Thereafter — Total minimum lease payments 2,591 Less: interest 165 Present value of capital lease obligations 2,426 Less: current portion 1,921 Long-term portion $ 505 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Net Intangible Assets Included in Other Non Current assets , Net | Net intangible assets are included in other non-current assets, net and consisted of the following (in thousands): December 31, December 31, 2018 2017 Cost: Internal-use software $ 1,020 $ 1,314 Developed technology 522 522 Trademarks/trade names 201 201 Customer relationships — 164 Total carrying value 1,743 2,201 Accumulated amortization: Internal-use software (781 ) (872 ) Developed technology (324 ) (258 ) Trademarks/trade names (99 ) (79 ) Customer relationships — (130 ) Total accumulated amortization (1,204 ) (1,339 ) Total intangible assets, net $ 539 $ 862 |
Summary of Expected Amortization Expense | As of December 31, 2018, expected amortization expense for the unamortized intangible assets was as follows (in thousands): Years Ending December 31, 2019 $ 208 2020 161 2021 130 2022 20 2023 20 Thereafter — Total $ 539 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Compensation Disclosure [Abstract] | |
Summary of Accrued Compensation | Accrued compensation consisted of the following (in thousands): December 31, December 31, 2018 2017 Accrued payroll $ 16,352 $ 13,064 Accrued commissions 9,168 7,928 Total accrued compensation $ 25,520 $ 20,992 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accrued unused commitment fees and interest $ 14,102 $ 7,445 Accrued professional fees 6,150 3,977 Current portion of lease pass-through financing obligation 5,038 4,931 Accrued inventory 4,380 4,122 Accrued workers' compensation 4,033 1,446 Sales, use and property taxes payable 3,132 3,046 Workmanship accrual 2,630 1,359 Current portion of deferred rent 951 937 Other accrued expenses 2,444 2,412 Total accrued and other current liabilities $ 42,860 $ 29,675 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt obligations consisted of the following as of December 31, 2018 (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 Solar asset backed notes, Series 2018-1 (1) $ 462,826 $ (74 ) $ (9,172 ) $ 3,655 $ 449,925 $ — 5.1 % October 2028 Solar asset backed notes, Series 2018-2 (2)(3) 342,833 (6 ) (7,388 ) 294 335,145 — 5.4 August 2023 2017 Term loan facility 188,922 (170 ) (4,614 ) 6,679 177,459 — 6.0 January 2035 Forward flow loan facility 58,425 (43 ) (3,365 ) 1,512 53,505 71,575 5.2 (4) Credit agreement 1,283 (2 ) (118 ) 15 1,148 — 6.5 February 2023 Revolving lines of credit (5) Aggregation facility 50,000 — — — 50,000 325,000 5.7 September 2020 Working capital facility (6) 136,100 — — — 136,100 — 5.6 March 2020 Total debt $ 1,240,389 $ (295 ) $ (24,657 ) $ 12,155 $ 1,203,282 $ 396,575 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 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 (5) Aggregation facility 135,000 — — — 135,000 240,000 4.7 September 2020 Working capital facility (6) 136,500 — — — 136,500 — 4.8 March 2020 Total debt $ 956,107 $ (354 ) $ (16,204 ) $ 13,585 $ 925,964 $ 240,000 (1) The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%. (2) The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%. (3) The interest rate of this facility is partially hedged to an effective interest rate of 6.0% for $326.8 million of the principal borrowings. See Note 11—Derivative Financial Instruments. (4) The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019. (5) Revolving lines of credit are not presented net of unamortized debt issuance costs. (6) 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, 2018 are as follows (in thousands): 2019 $ 12,450 2020 200,641 2021 13,443 2022 18,553 2023 357,167 Thereafter 638,135 Total $ 1,240,389 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 Fair Value Balance Sheet Location Derivatives designated as hedging instruments: Interest rate swaps $ 9,884 Other non-current liabilities Derivatives not designated as hedging instruments: Interest rate swaps $ 1,262 Other non-current liabilities Interest rate swaps $ 130 Other non-current assets 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 |
Schedule of (Gains) Losses on Derivative Financial Instruments Recognized in OCI and Condensed Consolidated Statements of Operations Before Tax Effect | The losses on derivatives designated as cash flow hedges recognized in OCI, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2018 2017 Derivatives designated as cash flow hedges: Interest rate swaps $ 2,311 $ 1,405 Year Ended December 31, 2018 2017 Interest expense, net Other (income) expense, net Interest expense, net Other (income) expense, net Total amounts presented in the income statement line items $ 65,308 $ (4,538 ) $ 64,264 $ 352 Derivatives designated as cash flow hedges: Interest rate swaps Gains reclassified from AOCI into income $ (21,601 ) $ — $ (195 ) $ — Gains recognized in income - ineffective portion: — — — (921 ) Derivatives not designated as hedging instruments: Interest rate swaps (Gains) losses recognized in income — (2,420 ) — 1,280 Total (gains) losses $ (21,601 ) $ (2,420 ) $ (195 ) $ 359 |
Investment Funds (Tables)
Investment Funds (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule Of Investments [Abstract] | |
Aggregate Carrying Value of Funds Assets and Liabilities | As of December 31, 2018, and 2017, 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, 2018 2017 Assets Current assets: Cash and cash equivalents $ 62,350 $ 17,280 Accounts receivable, net 6,593 5,143 Prepaid expenses and other current assets 1,289 952 Total current assets 70,232 23,375 Restricted cash and cash equivalents 2,443 — Solar energy systems, net 1,752,271 1,486,023 Other non-current assets, net 10,888 6,792 Total assets $ 1,835,834 $ 1,516,190 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 7,846 $ 16,437 Current portion of long-term debt 1,512 — Current portion of deferred revenue 2,320 9,176 Accrued and other current liabilities 4,860 4,478 Total current liabilities 16,538 30,091 Long-term debt, net of current portion 53,505 — Deferred revenue, net of current portion 9,694 26,847 Other non-current liabilities 1,023 1,444 Total liabilities $ 80,760 $ 58,382 |
Schedule of Future Minimum Lease Payments to be Received from Fund Investor Under the Lease Pass-through Arrangement | As of December 31, 2018, the future minimum lease payments to be received from the fund investor under the lease pass-through arrangement for each of the next five years and thereafter were as follows (in thousands): Years Ending December 31, 2019 $ 3,034 2020 3,081 2021 3,128 2022 3,175 2023 3,222 Thereafter 763 Total minimum lease payments to be received $ 16,403 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interests and Equity and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Shares available for grant under equity incentive plans 13,323 12,774 Restricted stock units issued and outstanding 6,172 6,688 Stock options issued and outstanding 3,394 3,837 Long-term incentive plan 2,706 2,706 Total 25,595 26,005 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the year ended December 31, 2018 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, 2017 3,837 $ 2.01 $ 8,522 Granted 827 3.93 Exercised (1,178 ) 1.14 Cancelled (92 ) 2.27 Outstanding—December 31, 2018 3,394 $ 2.77 7.1 $ 4,689 Options vested and exercisable—December 31, 2018 1,602 $ 2.31 5.9 $ 3,065 |
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, 2018 2017 Expected term (in years) 6.2 6.2 Volatility 70.7 % 75.3 % Risk-free interest rate 2.8 % 2.1 % Dividend yield 0.0 % 0.0 % |
RSU Activity | RSU activity for the year ended December 31, 2018 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2017 6,688 $ 3.20 Granted 3,986 4.13 Vested (3,837 ) 3.09 Forfeited (665 ) 3.48 Outstanding at December 31, 2018 6,172 $ 3.84 |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in operating expenses as follows (in thousands): Year Ended December 31, 2018 2017 Cost of revenue $ 1,333 $ 993 Sales and marketing 3,353 4,084 General and administrative 8,344 7,649 Research and development 133 191 Total stock-based compensation $ 13,163 $ 12,917 |
Summary of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense for time-based stock options and RSUs as of December 31, 2018 was as follows (in thousands, except years): Unrecognized Weighted- Stock-Based Average Period Compensation of Recognition Expense (in years) RSUs $ 15,240 1.7 Stock options 1,971 1.8 Total unrecognized stock-based compensation expense $ 17,211 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) is composed of the following (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ (665 ) $ (9,233 ) State 102 (8,864 ) Total current benefit (563 ) (18,097 ) Deferred: Federal 79,048 (154,316 ) State 27,814 15,080 Total deferred expense (benefit) 106,862 (139,236 ) Income tax expense (benefit) $ 106,299 $ (157,333 ) |
Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax Expense (Benefit) | The following table presents a reconciliation of the income tax benefit computed at the statutory federal rate and the Company’s income tax expense (benefit) (in thousands): Year Ended December 31, 2018 2017 Income tax benefit—computed as 21% and 35% of pretax loss in 2018 and 2017 $ (36,385 ) $ (52,102 ) Effect of non-controlling interests and redeemable non-controlling interests 55,434 70,219 Amortization of prepaid tax asset — 15,287 Effect of nondeductible expenses 1,809 2,781 State and local income tax expenses (net of federal benefit) 22,054 4,040 Tax gains on sale of solar energy systems to investment funds 68,683 — Effect of tax credits (2,684 ) (11,849 ) Effect of federal tax rate reduction from 35% to 21% — (187,501 ) Other (2,612 ) 1,792 Income tax expense (benefit) $ 106,299 $ (157,333 ) |
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, 2018 2017 Deferred tax assets: Accruals and reserves $ 7,306 $ 4,154 Stock-based compensation 4,204 5,047 Tax credits 47,131 43,071 Net operating losses 13,662 5,847 Depreciation and amortization 2,063 2,160 Interest rate swaps 2,982 — Other 1,149 324 Gross deferred tax assets 78,497 60,603 Valuation allowance (306 ) (329 ) Net deferred tax assets 78,191 60,274 Deferred tax liabilities: Investment in solar funds (483,522 ) (361,284 ) Depreciation and amortization (31,035 ) (37,121 ) Interest rate swaps — (3,458 ) Accruals and reserves (754 ) (793 ) Gross deferred tax liabilities (515,311 ) (402,656 ) Net deferred tax liabilities $ (437,120 ) $ (342,382 ) |
Aggregate Changes in Balance of Gross Unrecognized Tax Benefits | The aggregate changes in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for 2018 and 2017, is as follows (in thousands): Year Ended December 31, 2018 2017 Beginning balance $ — $ — Increases related to positions from a prior year 447 — Increases related to positions from the current year 108 — Ending balance $ 555 $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Cost of revenue—operating leases and incentives $ — $ 701 Sales and marketing 2,158 2,643 General and administrative — 139 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 were as follows (in thousands): Years Ending December 31, 2019 $ 11,250 2020 11,803 2021 11,669 2022 10,100 2023 9,393 Thereafter 63,762 Total minimum lease payments $ 117,977 |
Basic and Diluted Net (Loss) _2
Basic and Diluted Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net (Loss) Income Per Share to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net (loss) income available per share to common stockholders for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts): Year Ended December 31, 2018 2017 Numerator: Net (loss attributable) income available to common stockholders $ (15,592 ) $ 209,098 Denominator: Shares used in computing net (loss attributable) income available per share to common stockholders, basic 117,565 113,132 Weighted-average effect of potentially dilutive shares to purchase common stock — 5,136 Shares used in computing net (loss attributable) income available per share to common stockholders, diluted 117,565 118,268 Net (loss attributable) income available per share to common stockholders: Basic $ (0.13 ) $ 1.85 Diluted $ (0.13 ) $ 1.77 |
Organization - Additional Infor
Organization - Additional Information (Details) | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Contractual term of customers | 20 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 02, 2018USD ($) | Dec. 31, 2018USD ($)SupplierSegment | Dec. 31, 2017USD ($) | Jan. 01, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 71,305,000 | $ 46,486,000 | ||
Allowance for doubtful accounts receivable | $ 5,200,000 | 3,600,000 | ||
ITC as percentage of value of eligible solar property | 30.00% | |||
Solar energy systems, gross | $ 2,102,524,000 | 1,773,555,000 | ||
Accumulated depreciation and amortization | $ 195,890,000 | 129,640,000 | ||
Property and Equipment, Estimated Useful Lives | 30 years | |||
Lease term on deferred revenue | 20 years | |||
Accrued installation and workmanship reserves, current | $ 2,600,000 | 1,400,000 | ||
Accrued installation and workmanship reserves, non current | $ 3,900,000 | 2,100,000 | ||
Cumulative effect adjustment, retained earnings | $ 493,100,000 | |||
Contractual term of customers | 20 years | |||
Operating leases and incentives | $ 174,066,000 | 150,862,000 | ||
Recapture period of revenue recognition | 5 years | |||
Effect of adopting new accounting pronouncements | $ 473,828,000 | (806,000) | ||
Advertising costs | $ 3,600,000 | 2,300,000 | ||
Prepaid tax asset, net | 505,883,000 | |||
Cumulative effect adjustment, deferred tax liability, net | 12,800,000 | |||
Percentage of tax benefit realized upon ultimate settlement | 50.00% | |||
Number of reporting segments | Segment | 1 | |||
Number of operating segments | Segment | 1 | |||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred revenue | 0 | |||
Effect of adopting new accounting pronouncements | $ 7,700,000 | 7,700,000 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 0 | |||
ASU 2017-12 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment, retained earnings | 1,800,000 | |||
ASU 2014-09 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment, retained earnings | 19,200,000 | |||
ASU 2018-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment, retained earnings | $ 1,500,000 | |||
Internal-use software | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization of internal-use software | $ 400,000 | 400,000 | ||
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 Systems | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Solar energy systems, gross | $ 2,134,800,000 | 1,803,200,000 | ||
Limited performance warranty period | 25 years | |||
Performance guarantee liabilities | $ 200,000 | 100,000 | ||
Power Grid | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Solar energy systems, gross | 1,999,300,000 | 1,717,300,000 | ||
Solar Renewable Energy Certificates | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating leases and incentives | 44,100,000 | 33,800,000 | ||
Monitoring Services | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 3,300,000 | $ 2,100,000 | ||
Accounts Receivable , Net | Customers | Solar energy system sales | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 39.00% | |||
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 | 3 | |||
Cost of Goods Product Line | Customers | Megawatts Installed | California | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 38.00% | 31.00% | ||
Cost of Goods Product Line | Customers | Megawatts Installed | Northeastern United States | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 32.00% | 35.00% | ||
Cost of Goods Product Line | Supplier One | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 97.00% | |||
Cost of Goods Product Line | Supplier One | Inverter Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 99.00% | |||
Cost of Goods Product Line | Supplier Three | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 97.00% | |||
Cost of Goods Product Line | Supplier Three | Inverter 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 | 97.00% | |||
Cost of Goods Product Line | Supplier Two | Inverter Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 99.00% | |||
Required Reserves | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 61,300,000 | |||
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 Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of the Respective Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_6
Summary of Significant Accounting Policies - Adjustments made to Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Revenue | $ 290,321 | $ 268,028 |
Income tax benefit | 106,299 | (157,333) |
Net (loss attributable) income available to common stockholders | $ (15,592) | $ 209,098 |
Diluted | $ (0.13) | $ 1.77 |
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Revenue | $ (7,721) | |
Income tax benefit | (2,094) | |
Net (loss attributable) income available to common stockholders | $ (5,627) | |
Diluted | $ (0.05) | |
As Adjusted | ASU 2014-09 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Revenue | $ 260,307 | |
Income tax benefit | (159,427) | |
Net (loss attributable) income available to common stockholders | $ 203,471 | |
Diluted | $ 1.72 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Adjustments made to Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Current portion of deferred revenue | $ 30,199 | $ 41,846 |
Deferred revenue, net of current portion | 13,524 | 29,200 |
Deferred tax liability, net | 437,120 | 342,382 |
Retained earnings | $ (279,631) | 213,107 |
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Current portion of deferred revenue | (7,707) | |
Deferred revenue, net of current portion | (18,690) | |
Deferred tax liability, net | 7,160 | |
Retained earnings | (19,237) | |
As Adjusted | ASU 2014-09 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Current portion of deferred revenue | 34,139 | |
Deferred revenue, net of current portion | 10,510 | |
Deferred tax liability, net | 349,542 | |
Retained earnings | $ 193,870 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule Of Future Minimum Annual Lease Receipts Due From Customers (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Accounting Policies [Abstract] | |
2,019 | $ 7,551 |
2,020 | 7,770 |
2,021 | 7,995 |
2,022 | 8,227 |
2,023 | 8,466 |
Thereafter | 132,668 |
Total minimum lease payments | $ 172,677 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Adoption of ASU 2016-16 Effect on Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Income tax expense | $ 106,299 | $ (157,333) |
Net loss | (279,563) | 8,470 |
Net (loss attributable) income available to common stockholders | $ (15,592) | $ 209,098 |
Basic earnings per share | $ (0.13) | $ 1.85 |
Diluted earnings per share | $ (0.13) | $ 1.77 |
Pre-Adoption Accounting | ASU 2016-16 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Income tax expense | $ 39,041 | |
Net loss | (212,305) | |
Net (loss attributable) income available to common stockholders | $ 51,666 | |
Basic earnings per share | $ 0.44 | |
Diluted earnings per share | $ 0.42 | |
Effect of Adoption | ASU 2016-16 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Income tax expense | $ 67,258 | |
Net loss | (67,258) | |
Net (loss attributable) income available to common stockholders | $ (67,258) | |
Basic earnings per share | $ (0.57) | |
Diluted earnings per share | $ (0.55) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swaps - Fair Value Measurements, Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 130 | $ 14,028 |
Financial Liabilities | 11,146 | 1,280 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 130 | 14,028 |
Financial Liabilities | $ 11,146 | $ 1,280 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Realized gain on interest rate swaps | $ 148 | $ (359) |
Interest Expense | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Realized gain on interest rate swaps | 21,601 | 195 |
Other Income | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Realized gain on interest rate swaps | 2,420 | $ (359) |
2016 Term Loan Facility | Derivatives Designated as Hedging Instruments | Interest Expense | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Realized gain on interest rate swaps | 22,500 | |
Aggregation Facility | Derivatives Designated as Hedging Instruments | Other Income | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Realized gain on interest rate swaps | $ 2,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Values and Fair Values of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | $ 1,240,389 | $ 956,107 |
Long-term debt, Fair Value | 1,261,275 | 995,662 |
Floating-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 587,358 | 757,044 |
Long-term debt, Fair Value | 587,358 | 757,044 |
Fixed-rate Long-term Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Value | 653,031 | 199,063 |
Long-term debt, Fair Value | $ 673,917 | $ 238,618 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Solar energy systems held for sale | $ 12,321 | $ 21,971 |
Photovoltaic installation products | 936 | 626 |
Total inventories | $ 13,257 | $ 22,597 |
Solar Energy Systems (Details)
Solar Energy Systems (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 2,102,524 | $ 1,773,555 |
Less: Accumulated depreciation and amortization | (195,890) | (129,640) |
Solar energy systems, net excluding inventory | 1,906,634 | 1,643,915 |
Solar energy system inventory | 32,240 | 29,617 |
Solar energy systems, net | 1,938,874 | 1,673,532 |
System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 1,667,440 | 1,437,419 |
Initial Direct Costs Related to Solar Energy Systems | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 435,084 | $ 336,136 |
Solar Energy Systems - Addition
Solar Energy Systems - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Depreciation and amortization expense | $ 69,634,000 | $ 61,164,000 |
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 | $ 66,300,000 | $ 55,800,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 30 years | |
Property, gross | $ 21,283 | $ 36,676 |
Less: Accumulated depreciation and amortization | (10,553) | (21,598) |
Property and equipment, net | 10,730 | 15,078 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 6,907 | 15,113 |
Furniture and Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property, gross | $ 3,816 | 6,492 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 10,560 | $ 15,071 |
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, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 69,634 | $ 61,164 |
Solar Energy Systems | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | 66,300 | 55,800 |
Property and equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | 4,800 | 8,400 |
Vehicles Acquired Under Capital Leases | Solar Energy Systems | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 2,000 | $ 3,600 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Less: current portion | $ 1,921 | $ 4,166 |
Long-term portion | 505 | $ 1,599 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
2,019 | 2,069 | |
2,020 | 466 | |
2,021 | 24 | |
2,022 | 32 | |
Total minimum lease payments | 2,591 | |
Less: interest | 165 | |
Present value of capital lease obligations | 2,426 | |
Less: current portion | 1,921 | |
Long-term portion | $ 505 |
Intangible Assets - Summary of
Intangible Assets - Summary of Net Intangible Assets Included in Other Non Current Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $ 1,743 | $ 2,201 |
Intangible assets, accumulated amortization | (1,204) | (1,339) |
Total intangible assets, net | 539 | 862 |
Internal-use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,020 | 1,314 |
Intangible assets, accumulated amortization | (781) | (872) |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 522 | 522 |
Intangible assets, accumulated amortization | (324) | (258) |
Trademarks/Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 201 | 201 |
Intangible assets, accumulated amortization | $ (99) | (79) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 164 | |
Intangible assets, accumulated amortization | $ (130) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.5 | $ 0.6 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 208 | |
2,020 | 161 | |
2,021 | 130 | |
2,022 | 20 | |
2,023 | 20 | |
Total intangible assets, net | $ 539 | $ 862 |
Accrued Compensation - Summary
Accrued Compensation - Summary of Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Compensation Disclosure [Abstract] | ||
Accrued payroll | $ 16,352 | $ 13,064 |
Accrued commissions | 9,168 | 7,928 |
Total accrued compensation | $ 25,520 | $ 20,992 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued unused commitment fees and interest | $ 14,102 | $ 7,445 |
Accrued professional fees | 6,150 | 3,977 |
Current portion of lease pass-through financing obligation | 5,038 | 4,931 |
Accrued inventory | 4,380 | 4,122 |
Accrued workers' compensation | 4,033 | 1,446 |
Sales, use and property taxes payable | 3,132 | 3,046 |
Workmanship accrual | 2,630 | 1,359 |
Current portion of deferred rent | 951 | 937 |
Other accrued expenses | 2,444 | 2,412 |
Total accrued and other current liabilities | $ 42,860 | $ 29,675 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 1,240,389 | $ 956,107 | |||
Unamortized Debt Issuance Costs, Current | (295) | (354) | |||
Unamortized Debt Issuance Costs, Long-term | (24,657) | (16,204) | |||
Current portion of long-term debt | 12,155 | 13,585 | |||
Long-term debt, net of current portion | 1,203,282 | 925,964 | |||
Unused Borrowing Capacity | 396,575 | 240,000 | |||
Solar Asset Backed Notes, Series 2018-1 | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [1] | 462,826 | |||
Unamortized Debt Issuance Costs, Current | [1] | (74) | |||
Unamortized Debt Issuance Costs, Long-term | [1] | (9,172) | |||
Current portion of long-term debt | [1] | 3,655 | |||
Long-term debt, net of current portion | [1] | $ 449,925 | |||
Interest Rate | [1] | 5.10% | |||
Maturity Date | [1] | Oct. 31, 2028 | |||
2017 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 188,922 | 197,764 | |||
Unamortized Debt Issuance Costs, Current | (170) | (176) | |||
Unamortized Debt Issuance Costs, Long-term | (4,614) | (4,990) | |||
Current portion of long-term debt | 6,679 | 6,644 | |||
Long-term debt, net of current portion | $ 177,459 | $ 185,954 | |||
Interest Rate | 6.00% | 6.00% | |||
Maturity Date | Jan. 31, 2035 | Jan. 31, 2035 | |||
Solar Asset Backed Notes, Series 2018-2 | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [2],[3] | $ 342,833 | |||
Unamortized Debt Issuance Costs, Current | [2],[3] | (6) | |||
Unamortized Debt Issuance Costs, Long-term | [2],[3] | (7,388) | |||
Current portion of long-term debt | [2],[3] | 294 | |||
Long-term debt, net of current portion | [2],[3] | $ 335,145 | |||
Interest Rate | [2],[3] | 5.40% | |||
Maturity Date | Aug. 29, 2023 | Aug. 31, 2023 | [2],[3] | ||
Forward Flow Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [4] | $ 58,425 | |||
Unamortized Debt Issuance Costs, Current | [4] | (43) | |||
Unamortized Debt Issuance Costs, Long-term | [4] | (3,365) | |||
Current portion of long-term debt | [4] | 1,512 | |||
Long-term debt, net of current portion | [4] | 53,505 | |||
Unused Borrowing Capacity | [4] | $ 71,575 | |||
Interest Rate | [4] | 5.20% | |||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 1,283 | $ 1,299 | |||
Unamortized Debt Issuance Costs, Current | (2) | (2) | |||
Unamortized Debt Issuance Costs, Long-term | (118) | (140) | |||
Current portion of long-term debt | 15 | 14 | |||
Long-term debt, net of current portion | $ 1,148 | $ 1,143 | |||
Interest Rate | 6.50% | 6.50% | |||
Maturity Date | Feb. 28, 2023 | Feb. 28, 2023 | |||
Aggregation Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [5] | $ 50,000 | $ 135,000 | ||
Long-term debt, net of current portion | [5] | 50,000 | 135,000 | ||
Unused Borrowing Capacity | [5] | $ 325,000 | $ 240,000 | ||
Interest Rate | [5] | 5.70% | 4.70% | ||
Maturity Date | [5] | Sep. 30, 2020 | Sep. 30, 2020 | ||
Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | [5],[6] | $ 136,100 | $ 136,500 | ||
Long-term debt, net of current portion | [5],[6] | $ 136,100 | $ 136,500 | ||
Interest Rate | [5],[6] | 5.60% | 4.80% | ||
Maturity Date | [5],[6] | Mar. 31, 2020 | Mar. 31, 2020 | ||
2016 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 287,919 | ||||
Unamortized Debt Issuance Costs, Current | (141) | ||||
Unamortized Debt Issuance Costs, Long-term | (7,623) | ||||
Current portion of long-term debt | 4,962 | ||||
Long-term debt, net of current portion | $ 275,193 | ||||
Interest Rate | 4.30% | ||||
Maturity Date | Aug. 31, 2021 | ||||
Subordinated HoldCo Facility | |||||
Debt Instrument [Line Items] | |||||
Principal Borrowings Outstanding | $ 197,625 | ||||
Unamortized Debt Issuance Costs, Current | (35) | ||||
Unamortized Debt Issuance Costs, Long-term | (3,451) | ||||
Current portion of long-term debt | 1,965 | ||||
Long-term debt, net of current portion | $ 192,174 | ||||
Interest Rate | 9.30% | ||||
Maturity Date | Mar. 31, 2020 | ||||
[1] | The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%. | ||||
[2] | The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%. | ||||
[3] | The interest rate of this facility is partially hedged to an effective interest rate of 6.0% for $326.8 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | ||||
[4] | The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019. | ||||
[5] | Revolving lines of credit are not presented net of unamortized debt issuance costs. | ||||
[6] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Debt Obligations (Parenthetical) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Debt Instrument [Line Items] | ||||||
Principal borrowings outstanding | $ 1,240,389,000 | $ 956,107,000 | ||||
Solar Asset Backed Notes, Series 2018-1 | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [1] | 5.10% | ||||
Principal borrowings outstanding | [1] | $ 462,826,000 | ||||
Maturity Date | [1] | Oct. 31, 2028 | ||||
Solar Asset Backed Notes, Series 2018-1 | Class A Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 4.73% | 4.73% | ||||
Principal borrowings outstanding | $ 400,000,000 | |||||
Maturity Date | Oct. 30, 2028 | |||||
Solar Asset Backed Notes, Series 2018-1 | Class B Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 7.37% | 7.37% | ||||
Principal borrowings outstanding | $ 66,000,000 | |||||
Maturity Date | Oct. 30, 2028 | |||||
Solar Asset Backed Notes, Series 2018-2 | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [2],[3] | 5.40% | ||||
Principal borrowings outstanding | [2],[3] | $ 342,833,000 | ||||
Maturity Date | Aug. 29, 2023 | Aug. 31, 2023 | [2],[3] | |||
Solar Asset Backed Notes, Series 2018-2 | Interest Rate Swaps | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate of principal borrowings | 5.95% | 6.00% | ||||
Principal borrowings outstanding | $ 326,800,000 | |||||
Solar Asset Backed Notes, Series 2018-2 | L I B O R Plus | Weighted Average | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 2.95% | |||||
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal borrowings outstanding | $ 296,000,000 | |||||
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | L I B O R Plus | Weighted Average | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 2.95% | 2.95% | ||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal borrowings outstanding | $ 49,000,000 | |||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 4.75% | |||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | Weighted Average | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 4.75% | |||||
Forward Flow Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [4] | 5.20% | ||||
Debt instrument interest rate | 1.50% | |||||
Principal borrowings outstanding | [4] | $ 58,425,000 | ||||
Debt instrument maturity period | 20 years | 20 years | ||||
Forward Flow Loan Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Oct. 31, 2019 | |||||
[1] | The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%. | |||||
[2] | The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%. | |||||
[3] | The interest rate of this facility is partially hedged to an effective interest rate of 6.0% for $326.8 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | |||||
[4] | The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019. |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2017 | Feb. 29, 2016 | Mar. 31, 2015 | Sep. 30, 2014 | |||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 1,240,389,000 | $ 956,107,000 | ||||||||
Restricted cash and cash equivalents | 71,305,000 | 46,486,000 | ||||||||
Letter of credit related to insurance contracts | 13,900,000 | |||||||||
Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | 10,000,000 | 10,000,000 | ||||||||
Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | 61,300,000 | |||||||||
Solar Asset Backed Notes, Series 2018-1 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | [1] | $ 462,826,000 | ||||||||
Interest Rate | [1] | 5.10% | ||||||||
Revolving credit facility maturity date | [1] | Oct. 31, 2028 | ||||||||
Solar Asset Backed Notes, Series 2018-1 | Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | $ 13,500,000 | |||||||||
Solar Asset Backed Notes, Series 2018-1 | Class A Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 400,000,000 | |||||||||
Interest Rate | 4.73% | 4.73% | ||||||||
Revolving credit facility maturity date | Oct. 30, 2028 | |||||||||
Solar Asset Backed Notes, Series 2018-1 | Class B Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 66,000,000 | |||||||||
Interest Rate | 7.37% | 7.37% | ||||||||
Revolving credit facility maturity date | Oct. 30, 2028 | |||||||||
Solar Asset Backed Notes, Series 2018-2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | [2],[3] | $ 342,833,000 | ||||||||
Interest Rate | [2],[3] | 5.40% | ||||||||
Revolving credit facility maturity date | Aug. 29, 2023 | Aug. 31, 2023 | [2],[3] | |||||||
Solar Asset Backed Notes, Series 2018-2 | Interest Rate Swaps | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 326,800,000 | |||||||||
Effective interest rate of principal borrowings | 5.95% | 6.00% | ||||||||
Solar Asset Backed Notes, Series 2018-2 | L I B O R Plus | Weighted Average | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 2.95% | |||||||||
Solar Asset Backed Notes, Series 2018-2 | Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | $ 24,100,000 | |||||||||
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 296,000,000 | |||||||||
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | L I B O R Plus | Weighted Average | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 2.95% | 2.95% | ||||||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 49,000,000 | |||||||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 4.75% | |||||||||
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | Weighted Average | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 4.75% | |||||||||
2016 Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 287,919,000 | |||||||||
Interest Rate | 4.30% | |||||||||
Revolving credit facility maturity date | Aug. 31, 2021 | |||||||||
Payment of outstanding balance of debt | $ 282,300,000 | |||||||||
Payment of outstanding balance of debt principal | 281,800,000 | |||||||||
Payment of outstanding balance of debt accrued interest | 500,000 | |||||||||
Unamortized debt issuance costs recognized in interest expense | $ 6,900,000 | |||||||||
Prepayment fee | 0 | |||||||||
Subordinated HoldCo Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 197,625,000 | |||||||||
Interest Rate | 9.30% | |||||||||
Revolving credit facility maturity date | Mar. 31, 2020 | |||||||||
Payment of outstanding balance of debt | 206,400,000 | |||||||||
Payment of outstanding balance of debt principal | 196,600,000 | |||||||||
Payment of outstanding balance of debt accrued interest | 3,900,000 | |||||||||
Unamortized debt issuance costs recognized in interest expense | 2,900,000 | |||||||||
Prepayment fee | $ 5,900,000 | |||||||||
Percentage of principal prepayments fee | 3.00% | |||||||||
Interest on borrowings accrue at an annual fixed rate and payable in arrears | 6.50% | |||||||||
Subordinated HoldCo Facility | Interest Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment fee | 5,900,000 | |||||||||
2017 Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | $ 188,922,000 | $ 197,764,000 | ||||||||
Interest Rate | 6.00% | 6.00% | ||||||||
Revolving credit facility maturity date | Jan. 31, 2035 | Jan. 31, 2035 | ||||||||
Interest on borrowings accrue at an annual fixed rate and payable in arrears | 6.00% | |||||||||
Debt instrument, frequency of periodic payment | quarterly basis | |||||||||
2017 Term Loan Facility | Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | $ 19,500,000 | |||||||||
Forward Flow Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | [4] | $ 58,425,000 | ||||||||
Interest Rate | [4] | 5.20% | ||||||||
Debt instrument interest rate | 1.50% | |||||||||
Maximum borrowing amount under credit agreement | $ 130,000,000 | |||||||||
Debt instrument maturity period | 20 years | 20 years | ||||||||
Debt instrument offering date | Oct. 31, 2019 | |||||||||
Debt Instrument interest rate description | Interest on each loan will accrue at an annual rate equal to the U.S. swap rate for the weighted-average life of such loan, plus an applicable margin equal to the greater of (a) 1.9% plus a spread adjustment based on the risk premium on the borrowing date relative to the market index-based risk premium on the closing date and (b) 1.5%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year. | |||||||||
Forward Flow Loan Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility maturity date | Oct. 31, 2019 | |||||||||
Forward Flow Loan Facility | Market Index-Based Risk Premium | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 1.90% | |||||||||
Forward Flow Loan Facility | Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | $ 2,400,000 | |||||||||
Aggregation Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | [5] | $ 50,000,000 | $ 135,000,000 | |||||||
Interest Rate | [5] | 5.70% | 4.70% | |||||||
Revolving credit facility maturity date | [5] | Sep. 30, 2020 | Sep. 30, 2020 | |||||||
Maximum borrowing amount under credit agreement | $ 375,000,000 | |||||||||
Additional borrowing capacity | $ 175,000,000 | |||||||||
Aggregation Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 3.25% | |||||||||
Aggregation Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 3.75% | |||||||||
Aggregation Facility | L I B O R Plus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 1.00% | |||||||||
Aggregation Facility | Federal Funds Rate Plus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 0.50% | |||||||||
Aggregation Facility | Required Reserves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Restricted cash and cash equivalents | $ 1,600,000 | |||||||||
Working Capital Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal Borrowings Outstanding | [5],[6] | $ 136,100,000 | $ 136,500,000 | |||||||
Interest Rate | [5],[6] | 5.60% | 4.80% | |||||||
Revolving credit facility maturity date | [5],[6] | Mar. 31, 2020 | Mar. 31, 2020 | |||||||
Debt instrument interest rate | 2.25% | |||||||||
Maximum borrowing amount under credit agreement | $ 150,000,000 | |||||||||
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 depending on the type of borrowing at the end of (1) the interest period that the Company may elect as a term, not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. | |||||||||
Letter of credit related to insurance contracts | $ 13,900,000 | |||||||||
Minimum cash balance requirement | $ 30,000,000 | |||||||||
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 disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%. | |||||||||
[2] | The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%. | |||||||||
[3] | The interest rate of this facility is partially hedged to an effective interest rate of 6.0% for $326.8 million of the principal borrowings. See Note 11—Derivative Financial Instruments. | |||||||||
[4] | The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019. | |||||||||
[5] | Revolving lines of credit are not presented net of unamortized debt issuance costs. | |||||||||
[6] | Facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company. |
Debt Obligations - Scheduled Ma
Debt Obligations - Scheduled Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,019 | $ 12,450 | |
2,020 | 200,641 | |
2,021 | 13,443 | |
2,022 | 18,553 | |
2,023 | 357,167 | |
Thereafter | 638,135 | |
Total | $ 1,240,389 | $ 956,107 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Financial Instruments at Fair Value (Details) - Interest Rate Swaps - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Noncurrent Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Fair Value, Derivatives designated as hedging instruments | $ 9,884 | |
Fair Value, Derivatives not designated as hedging instruments | 1,262 | $ 1,280 |
Other Noncurrent Assets | ||
Derivatives Fair Value [Line Items] | ||
Fair Value, Derivatives not designated as hedging instruments | $ 130 | |
Fair Value, Derivatives designated as hedging instruments | $ 14,028 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Derivatives Fair Value [Line Items] | ||||
Realized gain on interest rate swaps | $ 148,000 | $ (359,000) | ||
Interest Expense | ||||
Derivatives Fair Value [Line Items] | ||||
Realized gain on interest rate swaps | 21,601,000 | 195,000 | ||
Other Income | ||||
Derivatives Fair Value [Line Items] | ||||
Realized gain on interest rate swaps | 2,420,000 | $ (359,000) | ||
2016 Term Loan Facility | Derivatives Designated as Hedging Instruments | Interest Expense | ||||
Derivatives Fair Value [Line Items] | ||||
Realized gain on interest rate swaps | 22,500,000 | |||
Amended Bank Of America Aggregation Credit Facility | Interest Rate Swaps | ||||
Derivatives Fair Value [Line Items] | ||||
Percentage of outstanding term loans in interest rate hedged | 75.00% | |||
Threshold period | 15 days | |||
Notional amount | 40,000 | |||
Amended Bank Of America Aggregation Credit Facility | Derivatives Not Designated as Hedging Instruments | Other Income | ||||
Derivatives Fair Value [Line Items] | ||||
Realized gain on interest rate swaps | $ 2,000,000 | |||
2018-2 Notes | Interest Rate Swaps | ||||
Derivatives Fair Value [Line Items] | ||||
Notional amount | 326,800,000 | |||
Accumulated other comprehensive income, expected amount of cash flow hedge to be reclassified to interest expense within the next 12 months | $ 1,300,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of (Gains) Losses on Derivative Financial Instruments Recognized in OCI and Condensed Consolidated Statements of Operations Before Tax Effect (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total amounts presented in the income statement line items, Interest expense | $ 65,308 | $ 64,264 |
(Gains) losses on interest rate swaps | (148) | 359 |
Total amounts presented in the income statement line items, Other (income) expense, net | (4,538) | 352 |
Interest Expense, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Gains) losses on interest rate swaps | (21,601) | (195) |
Other (Income) Expense, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Gains) losses on interest rate swaps | (2,420) | 359 |
Derivatives Designated as Hedging Instruments | Cash Flow Hedging | Interest Rate Swaps | Interest Expense, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains reclassified from AOCI into income | (21,601) | (195) |
Derivatives Designated as Hedging Instruments | Cash Flow Hedging | Interest Rate Swaps | Other (Income) Expense, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Gains) Losses recognized in income - ineffective portion | (921) | |
Derivatives Designated as Hedging Instruments | Cash Flow Hedging | Interest Rate Swaps | Other Comprehensive Income | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Losses recognized in OCI | 2,311 | 1,405 |
Derivatives Not Designated as Hedging Instruments | Interest Rate Swaps | Other (Income) Expense, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Gains) Losses recognized in income - ineffective portion | $ (2,420) | $ 1,280 |
Investment Funds - Additional I
Investment Funds - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investment Holdings [Line Items] | ||
Summary of investment fund | As of December 31, 2018, and 2017, 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 | $ 1,565,300,000 | $ 1,264,600,000 |
Solar energy systems, net | $ 1,938,874,000 | 1,673,532,000 |
Recapture period of revenue recognition | 5 years | |
Prepaid insurance balance | $ 8,300,000 | 2,400,000 |
Distributions paid to reimburse fund investors | 11,900,000 | 8,400,000 |
Accrued distribution | 0 | |
Restricted cash | 71,305,000 | 46,486,000 |
Minimum | ||
Investment Holdings [Line Items] | ||
Restricted cash | 10,000,000 | 10,000,000 |
Variable Interest Entities | ||
Investment Holdings [Line Items] | ||
Solar energy systems, net | 1,752,271,000 | 1,486,023,000 |
Deferred revenue | 12,000,000 | 36,000,000 |
Investment tax credit repayment | 0 | |
Restricted cash | 2,443,000 | 0 |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Investment Holdings [Line Items] | ||
Deferred revenue | 0 | |
Financing Obligation | ||
Investment Holdings [Line Items] | ||
Solar energy systems, net | $ 55,800,000 | 58,200,000 |
Investment tax credit rate | 30.00% | |
Financing liabilities | $ 5,300,000 | 32,100,000 |
Deferred revenue | 26,400,000 | |
Financing Obligation | Other Liabilities | ||
Investment Holdings [Line Items] | ||
Lease pass-through financing obligation | $ 5,300,000 | $ 5,800,000 |
Financing Obligation | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Investment Holdings [Line Items] | ||
Recapture period of revenue recognition | 5 years | |
Investor | ||
Investment Holdings [Line Items] | ||
Investors cash contribution to variable interest equity | $ 110,000,000 |
Investment Funds - Aggregate Ca
Investment Funds - Aggregate Carrying Value of Funds Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 219,591 | $ 108,452 | |
Accounts receivable, net | 14,207 | 19,665 | |
Prepaid expenses and other current assets | 31,201 | 34,049 | |
Total current assets | 278,256 | 184,763 | |
Restricted cash and cash equivalents | 71,305 | 46,486 | |
Solar energy systems, net | 1,938,874 | 1,673,532 | |
Other non-current assets, net | 28,090 | 38,187 | |
TOTAL ASSETS | [1] | 2,327,255 | 2,463,929 |
Current liabilities: | |||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 7,846 | 16,437 | |
Current portion of long-term debt | 12,155 | 13,585 | |
Current portion of deferred revenue | 30,199 | 41,846 | |
Accrued and other current liabilities | 42,860 | 29,675 | |
Total current liabilities | 166,430 | 167,600 | |
Long-term debt, net of current portion | 1,203,282 | 925,964 | |
Deferred revenue, net of current portion | 13,524 | 29,200 | |
Other non-current liabilities | 24,610 | 13,674 | |
Total liabilities | [1] | 1,845,471 | 1,480,419 |
Variable Interest Entities | |||
Current assets: | |||
Cash and cash equivalents | 62,350 | 17,280 | |
Accounts receivable, net | 6,593 | 5,143 | |
Prepaid expenses and other current assets | 1,289 | 952 | |
Total current assets | 70,232 | 23,375 | |
Restricted cash and cash equivalents | 2,443 | 0 | |
Solar energy systems, net | 1,752,271 | 1,486,023 | |
Other non-current assets, net | 10,888 | 6,792 | |
TOTAL ASSETS | 1,835,834 | 1,516,190 | |
Current liabilities: | |||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 7,846 | 16,437 | |
Current portion of long-term debt | 1,512 | ||
Current portion of deferred revenue | 2,320 | 9,176 | |
Accrued and other current liabilities | 4,860 | 4,478 | |
Total current liabilities | 16,538 | 30,091 | |
Long-term debt, net of current portion | 53,505 | ||
Deferred revenue, net of current portion | 9,694 | 26,847 | |
Other non-current liabilities | 1,023 | 1,444 | |
Total liabilities | $ 80,760 | $ 58,382 | |
[1] | The Company’s consolidated assets as of December 31, 2018 and 2017 include $1,835.8 million and $1,516.2 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 $1,752.3 million and $1,486.0 million as of December 31, 2018 and 2017; cash and cash equivalents of $62.4 million and $17.3 million as of December 31, 2018 and 2017; accounts receivable, net, of $6.6 million and $5.1 million as of December 31, 2018 and 2017; other non-current assets, net of $10.9 million and $6.8 million as of December 31, 2018 and 2017; restricted cash and cash equivalents of $2.4 million and $0 as of December 31, 2018 and 2017; and prepaid expenses and other current assets of $1.3 million and $1.0 million as of December 31, 2018 and 2017. The Company’s consolidated liabilities as of December 31, 2018 and 2017 included $80.8 million and $58.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $55.0 million and $0 as of December 31, 2018 and 2017; deferred revenue of $12.0 million and $36.0 million as of December 31, 2018 and 2017; distributions payable to non-controlling interests and redeemable non-controlling interests of $7.8 million and $16.4 million as of December 31, 2018 and 2017; accrued and other current liabilities of $4.9 million and $4.5 million as of December 31, 2018 and 2017; and other non-current liabilities of $1.0 million and $1.4 million as of December 31, 2018 and 2017. 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 Under the Lease Pass-through Arrangement (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Schedule Of Investments [Line Items] | |
2,019 | $ 7,551 |
2,020 | 7,770 |
2,021 | 7,995 |
2,022 | 8,227 |
2,023 | 8,466 |
Thereafter | 132,668 |
Total minimum lease payments to be received | 172,677 |
Solar Energy Systems | |
Schedule Of Investments [Line Items] | |
2,019 | 3,034 |
2,020 | 3,081 |
2,021 | 3,128 |
2,022 | 3,175 |
2,023 | 3,222 |
Thereafter | 763 |
Total minimum lease payments to be received | $ 16,403 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interests and Equity and Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 120,114,000 | 115,099,000 | |
Common stock, shares outstanding | 120,114,000 | 115,099,000 | |
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 In_4
Redeemable Non-Controlling Interests and Equity and Preferred Stock - Schedule of Shares of Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
Shares available for grant under equity incentive plans | 13,323,000 | 12,774,000 |
Restricted stock units issued and outstanding | 6,172,000 | 6,688,000 |
Stock options issued and outstanding | 3,394,000 | 3,837,000 |
Long-term incentive plan | 2,706,000 | 2,706,000 |
Total | 25,595,000 | 26,005,000 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2018 | Sep. 30, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for grant under equity incentive plans | 13,323,000 | 12,774,000 | |||
Long-term incentive plan | 2,706,000 | 2,706,000 | |||
Number of shares granted and outstanding | 3,394,000 | 3,837,000 | |||
Stock unit granted and outstanding | 6,172,000 | 6,688,000 | |||
Expected dividend yield | $ 0 | ||||
Income tax benefit related to share-based compensation | 1,400,000 | $ 0 | |||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of RSUs vested | $ 16,900,000 | 16,900,000 | |||
Performance-Based Equity Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Modified performance of sales leadership team | 400,000 | ||||
Incremental expense arising from modification | $ 0 | ||||
2014 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for grant under equity incentive plans | 13,300,000 | ||||
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 | 4,600,000 | ||||
2014 Equity Incentive Plan | Time Based Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted and outstanding | 3,400,000 | ||||
2014 Equity Incentive Plan | RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock unit granted and outstanding | 6,200,000 | ||||
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 | 4,900,000 | ||||
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 | 1,300,000 | ||||
2014 Equity Incentive Plan | Minimum | Time Based Stock Options | |||||
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 Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 5 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 | ||||
Fair value of options vested | $ 1,700,000 | 1,500,000 | |||
Intrinsic value net of options exercised | $ 4,400,000 | $ 1,700,000 | |||
Two Thousand And Thirteen Omnibus Incentive Plan | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value of options granted | $ 3.93 | $ 2.25 | |||
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 |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Underlying Options, Outstanding, Balance | 3,837,000 | |
Shares Underlying Options, Granted | 827,000 | |
Shares Underlying Options, Exercised | (1,178,000) | |
Shares Underlying Options, Cancelled | (92,000) | |
Shares Underlying Options, Outstanding, Balance | 3,394,000 | |
Shares Underlying Options, Options vested and exercisable | 1,602,000 | |
Weighted-Average Exercise Price, Outstanding, Balance | $ 2.01 | |
Weighted-Average Exercise Price, Granted | 3.93 | |
Weighted-Average Exercise Price, Exercised | 1.14 | |
Weighted-Average Exercise Price, Cancelled | 2.27 | |
Weighted-Average Exercise Price, Outstanding, Balance | 2.77 | |
Weighted-Average Exercise Price, Options vested and exercisable | $ 2.31 | |
Weighted-Average Remaining Contractual Term, Outstanding, Balance | 7 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 5 years 10 months 24 days | |
Aggregate Intrinsic Value | $ 4,689 | $ 8,522 |
Aggregate Intrinsic Value, Options vested and exercisable | $ 3,065 |
Equity Compensation Plans - Bla
Equity Compensation Plans - Black-Scholes-Merton Option Pricing Model Used to Estimate Fair Value (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days |
Volatility | 70.70% | 75.30% |
Risk-free interest rate | 2.80% | 2.10% |
Dividend yield | 0.00% | 0.00% |
Equity Compensation Plans - RSU
Equity Compensation Plans - RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Awards, Outstanding at December 31, 2017 | shares | 6,688,000 |
Number of Awards, Granted | shares | 3,986,000 |
Number of Awards, Vested | shares | (3,837,000) |
Number of Awards, Forfeited | shares | (665,000) |
Number of Awards, Outstanding at December 31, 2018 | shares | 6,172,000 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2017 | $ / shares | $ 3.20 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.13 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.09 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 3.48 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2018 | $ / shares | $ 3.84 |
Equity Compensation Plans - S_2
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Stock Options [Line Items] | ||
Stock-based compensation expense | $ 13,163 | $ 12,917 |
Cost of Revenue | ||
Schedule Of Stock Options [Line Items] | ||
Stock-based compensation expense | 1,333 | 993 |
Sales and Marketing | ||
Schedule Of Stock Options [Line Items] | ||
Stock-based compensation expense | 3,353 | 4,084 |
General and Administrative | ||
Schedule Of Stock Options [Line Items] | ||
Stock-based compensation expense | 8,344 | 7,649 |
Research and Development | ||
Schedule Of Stock Options [Line Items] | ||
Stock-based compensation expense | $ 133 | $ 191 |
Equity Compensation Plans - S_3
Equity Compensation Plans - Summary of Unrecognized Stock-Based Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 17,211 |
RSUs | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, other than stock options | $ 15,240 |
Weighted- Average Period of Recognition | 1 year 8 months 12 days |
Stock Options | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, stock options | $ 1,971 |
Weighted- Average Period of Recognition | 1 year 9 months 18 days |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ (665) | $ (9,233) |
State | 102 | (8,864) |
Total current benefit | (563) | (18,097) |
Deferred: | ||
Federal | 79,048 | (154,316) |
State | 27,814 | 15,080 |
Total deferred expense (benefit) | 106,862 | (139,236) |
Income tax expense (benefit) | $ 106,299 | $ (157,333) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income tax benefit—computed as 21% and 35% of pretax loss in 2018 and 2017 | $ (36,385) | $ (52,102) |
Effect of non-controlling interests and redeemable non-controlling interests | 55,434 | 70,219 |
Amortization of prepaid tax asset | 15,287 | |
Effect of nondeductible expenses | 1,809 | 2,781 |
State and local income tax expenses (net of federal benefit) | 22,054 | 4,040 |
Tax gains on sale of solar energy systems to investment funds | 68,683 | |
Effect of tax credits | (2,684) | (11,849) |
Effect of federal tax rate reduction from 35% to 21% | (187,501) | |
Other | (2,612) | 1,792 |
Income tax expense (benefit) | $ 106,299 | $ (157,333) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation on Income Tax Benefit Computed at Statutory Federal Rate and Income Tax Expense (Benefit) (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit—statutory federal rate | 21.00% | 35.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | ||
Net tax benefit related to remeasurement of deferred tax | $ 187,500,000 | |
Useful life of assets | 30 years | |
Prepaid tax asset, net | 505,883,000 | |
AMT credits | $ 500,000 | 900,000 |
Unrecognized tax benefits | 555,000 | 0 |
Unrecognized tax benefits that would impact effective tax rate | 500,000 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Federal business tax credits | 45,700,000 | 42,800,000 |
Internal Revenue Service (IRS) | Prepaid Expenses and Other Current Assets | ||
Income Tax Contingency [Line Items] | ||
Income tax refunds receivable | 600,000 | 11,100,000 |
Federal | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 13,900,000 | 0 |
State | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 175,300,000 | 95,500,000 |
NOL, Valuation Allowance | 300,000 | 300,000 |
State | Internal Revenue Service (IRS) | Prepaid Expenses and Other Current Assets | ||
Income Tax Contingency [Line Items] | ||
Income tax refunds receivable | $ 9,300,000 | $ 9,700,000 |
Minimum | ||
Income Tax Contingency [Line Items] | ||
Federal business tax credits, expiration year | 2,036 | |
Minimum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2,029 | |
Maximum | ||
Income Tax Contingency [Line Items] | ||
Federal business tax credits, expiration year | 2,038 | |
Maximum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2,038 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accruals and reserves | $ 7,306 | $ 4,154 |
Stock-based compensation | 4,204 | 5,047 |
Tax credits | 47,131 | 43,071 |
Net operating losses | 13,662 | 5,847 |
Depreciation and amortization | 2,063 | 2,160 |
Interest rate swaps | 2,982 | |
Other | 1,149 | 324 |
Gross deferred tax assets | 78,497 | 60,603 |
Valuation allowance | (306) | (329) |
Net deferred tax assets | 78,191 | 60,274 |
Deferred tax liabilities: | ||
Investment in solar funds | (483,522) | (361,284) |
Depreciation and amortization | (31,035) | (37,121) |
Interest rate swaps | (3,458) | |
Accruals and reserves | (754) | (793) |
Gross deferred tax liabilities | (515,311) | (402,656) |
Net deferred tax liabilities | $ (437,120) | $ (342,382) |
Income Taxes - Aggregate Change
Income Taxes - Aggregate Changes in Balance of Gross Unrecognized Tax Benefits (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Beginning balance | $ 0 |
Increases related to positions from a prior year | 447,000 |
Increases related to positions from the current year | 108,000 |
Ending balance | $ 555,000 |
Related Party Transactions - Co
Related Party Transactions - Components of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Cost of revenue—operating leases and incentives | $ 164,920 | $ 141,305 |
Sales and marketing | 58,950 | 38,696 |
General and administrative | 93,703 | 79,957 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Cost of revenue—operating leases and incentives | 701 | |
Sales and marketing | $ 2,158 | 2,643 |
General and administrative | $ 139 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Accounts payable—related party | $ 200 | $ 200 | |
Accrued equity distributions | 7,846 | 16,437 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Amounts due from direct-sales personnel | 5,200 | 6,600 | |
Provision for advances to direct-sales personnel | 900 | 1,000 | |
Accrued equity distributions | 1,500 | 1,200 | |
Vivint Services | |||
Related Party Transaction [Line Items] | |||
Initial term of agreement period | 2 years | ||
Fees incurred in conjunction with agreements entered | $ 16,300 | $ 2,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018USD ($) | Sep. 30, 2016USD ($) | May 31, 2016USD ($) | Jul. 31, 2015USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Other Commitments [Line Items] | ||||||
Aggregate operating lease expense | $ 14,700,000 | $ 16,300,000 | ||||
Standby letter of credit outstanding | 13,900,000 | |||||
Distributions paid to reimburse fund investors | 11,900,000 | $ 8,400,000 | ||||
Accrued distribution | 0 | |||||
Total estimated obligation earned over deferment period | $ 15,500,000 | |||||
Sun Edison Inc | ||||||
Other Commitments [Line Items] | ||||||
Unsecured claim initial amount | $ 1,000,000,000 | |||||
Claim amount received from other party | $ 590,000,000 | |||||
Received initial distribution amount | $ 2,100,000 | |||||
Non-Cancellable Operating Leases | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, agreement terms | The warehouse lease agreements, including subsequent extensions to the original term, range from one to seven years, with the majority having a term of five 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. | |||||
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 | $ 300,000 | |||||
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 | $ 400,000 | |||||
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 | $ 57,700,000 | |||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, lease term | 5 years | |||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Minimum | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, lease term | 1 year | |||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Maximum | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, lease term | 7 years | |||||
Equipment Lease Agreement | Non-Cancellable Operating Leases | Minimum | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, lease term | 3 years | |||||
Equipment Lease Agreement | Non-Cancellable Operating Leases | Maximum | ||||||
Other Commitments [Line Items] | ||||||
Non-Cancellable operating leases, lease term | 5 years | |||||
Remaining Lease Term in Excess of One Year | ||||||
Other Commitments [Line Items] | ||||||
Total minimum rental payments to be received under noncancelable subleases | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 11,250 |
2,020 | 11,803 |
2,021 | 11,669 |
2,022 | 10,100 |
2,023 | 9,393 |
Thereafter | 63,762 |
Total minimum lease payments | $ 117,977 |
Basic and Diluted Net (Loss) _3
Basic and Diluted Net (Loss) Income Per Share - Computation of Basic and Diluted Net (Loss) Income Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net (loss attributable) income available to common stockholders | $ (15,592) | $ 209,098 |
Denominator: | ||
Shares used in computing net (loss attributable) income available per share to common stockholders, basic | 117,565 | 113,132 |
Weighted-average effect of potentially dilutive shares to purchase common stock | 5,136 | |
Shares used in computing net (loss attributable) income available per share to common stockholders, diluted | 117,565 | 118,268 |
Net (loss attributable) income available per share to common stockholders: | ||
Basic | $ (0.13) | $ 1.85 |
Diluted | $ (0.13) | $ 1.77 |
Basic and Diluted Net (Loss) _4
Basic and Diluted Net (Loss) Income Per Share - Additional Information (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2017shares | |
Earnings Per Share [Abstract] | |
Number of shares excluded from dilutive shares | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2019USD ($)ft²Option | Dec. 31, 2018 | |
Second Office Building | ||
Subsequent Event [Line Items] | ||
Non-Cancellable operating leases, agreement terms | Lease is expected to commence on January 1, 2020 and the initial term is approximately 11.5 years, with two options to extend the lease for five years. | |
Subsequent Event | Second Office Building | ||
Subsequent Event [Line Items] | ||
Increase of lease office premises | ft² | 32,000 | |
Anticipated lease commencement date | Jan. 1, 2020 | |
Operating lease, existence of option to extend | true | |
Number of options to extend the lease | Option | 2 | |
Operating lease, initial term | 11 years 6 months | |
Operating lease, renewal term | 5 years | |
Additional expected rent payments | $ 11.2 | |
Subsequent Event | Current Corporate Headquarters | ||
Subsequent Event [Line Items] | ||
Operating lease, renewal term | 3 years | |
Additional expected rent payments | $ 14.6 |