Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 29, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38995 | |
Entity Registrant Name | Sunnova Energy International Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-1192746 | |
Entity Address, Address Line One | 20 East Greenway Plaza, Suite 475 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77046 | |
City Area Code | 281 | |
Local Phone Number | 985-9904 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NOVA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 83,980,885 | |
Entity Central Index Key | 0001772695 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash | $ 51,026 | $ 52,706 | |
Accounts receivable—trade, net | 10,383 | 6,312 | |
Accounts receivable—other | 5,922 | 3,721 | |
Other current assets | 59,058 | 26,794 | |
Total current assets | 126,389 | 89,533 | |
Property and equipment, net | 1,620,048 | 1,328,457 | |
Customer notes receivable, net | 255,070 | 172,031 | |
Other assets | 148,279 | 75,064 | |
Total assets | [1] | 2,149,786 | 1,665,085 |
Current liabilities: | |||
Accounts payable | 40,342 | 20,075 | |
Accrued expenses | 17,904 | 18,650 | |
Current portion of long-term debt | 59,404 | 26,965 | |
Current portion of long-term debt—affiliates | 0 | 16,500 | |
Other current liabilities | 13,501 | 13,214 | |
Total current liabilities | 131,151 | 95,404 | |
Long-term debt, net | 1,116,369 | 872,249 | |
Long-term debt, net—affiliates | 0 | 44,181 | |
Other long-term liabilities | 119,128 | 66,453 | |
Total liabilities | [1] | 1,366,648 | 1,078,287 |
Commitments and contingencies (Note 15) | |||
Redeemable noncontrolling interests | 156,578 | 85,680 | |
Stockholders' equity: | |||
Common stock | 8 | 0 | |
Additional paid-in capital—convertible preferred stock | 0 | 701,326 | |
Additional paid-in capital—common stock | 991,936 | 85,439 | |
Accumulated deficit | (365,384) | (286,312) | |
Total stockholders' equity | 626,560 | 501,118 | |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 2,149,786 | 1,665,085 | |
Series A convertible preferred stock | |||
Stockholders' equity: | |||
Convertible preferred stock | 0 | 449 | |
Series C Convertible Preferred Stock | |||
Stockholders' equity: | |||
Convertible preferred stock | 0 | 130 | |
Series A Common Stock | |||
Stockholders' equity: | |||
Common stock | 0 | 86 | |
Series B Common Stock | |||
Stockholders' equity: | |||
Common stock | $ 0 | $ 0 | |
[1] | The consolidated assets as of September 30, 2019 and December 31, 2018 include $658,690 and $411,325 , respectively, of assets of variable interest entities ("VIEs") that can only be used to settle obligations of the VIEs. These assets include cash of $5,483 and $3,674 as of September 30, 2019 and December 31, 2018 , respectively; accounts receivable—trade, net of $1,302 and $884 as of September 30, 2019 and December 31, 2018 , respectively; accounts receivable—other of $0 and $109 as of September 30, 2019 and December 31, 2018 , respectively; other current assets of $16,876 and $4,821 as of September 30, 2019 and December 31, 2018 , respectively; property and equipment, net of $628,821 and $398,693 as of September 30, 2019 and December 31, 2018 , respectively; and other assets of $6,208 and $3,144 as of September 30, 2019 and December 31, 2018 , respectively. The consolidated liabilities as of September 30, 2019 and December 31, 2018 include $9,076 and $9,260 , respectively, of liabilities of VIEs whose creditors have no recourse to Sunnova Energy International Inc. These liabilities include accounts payable of $1,458 and $4,278 as of September 30, 2019 and December 31, 2018 , respectively; accrued expenses of $25 and $14 as of September 30, 2019 and December 31, 2018 , respectively; other current liabilities of $143 and $296 as of September 30, 2019 and December 31, 2018 , respectively; and other long-term liabilities of $7,450 and $4,672 as of September 30, 2019 and December 31, 2018 , respectively. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Total assets | [1] | $ 2,149,786 | $ 1,665,085 |
Cash | 51,026 | 52,706 | |
Accounts receivable—trade, net | 10,383 | 6,312 | |
Accounts receivable—other | 5,922 | 3,721 | |
Other current assets | 59,058 | 26,794 | |
Property and equipment, net | 1,620,048 | 1,328,457 | |
Other assets | 148,279 | 75,064 | |
Total liabilities | [1] | 1,366,648 | 1,078,287 |
Accounts payable | 40,342 | 20,075 | |
Accrued expenses | 17,904 | 18,650 | |
Other current liabilities | 13,501 | 13,214 | |
Other long-term liabilities | $ 119,128 | $ 66,453 | |
Common stock, issued (in shares) | 83,980,885 | 0 | |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | |
Series A convertible preferred stock | |||
Convertible preferred stock, issued (in shares) | 0 | 44,942,594 | |
Convertible preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Series C Convertible Preferred Stock | |||
Convertible preferred stock, issued (in shares) | 0 | 13,006,780 | |
Convertible preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Series A Common Stock | |||
Common stock, issued (in shares) | 0 | 8,612,728 | |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Series B Common Stock | |||
Common stock, issued (in shares) | 0 | 21,727 | |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Variable Interest Entity | |||
Total assets | $ 658,690 | $ 411,325 | |
Cash | 5,483 | 3,674 | |
Accounts receivable—trade, net | 1,302 | 884 | |
Accounts receivable—other | 0 | 109 | |
Other current assets | 16,876 | 4,821 | |
Property and equipment, net | 628,821 | 398,693 | |
Other assets | 6,208 | 3,144 | |
Total liabilities | 9,076 | 9,260 | |
Accounts payable | 1,458 | 4,278 | |
Accrued expenses | 25 | 14 | |
Other current liabilities | 143 | 296 | |
Other long-term liabilities | $ 7,450 | $ 4,672 | |
[1] | The consolidated assets as of September 30, 2019 and December 31, 2018 include $658,690 and $411,325 , respectively, of assets of variable interest entities ("VIEs") that can only be used to settle obligations of the VIEs. These assets include cash of $5,483 and $3,674 as of September 30, 2019 and December 31, 2018 , respectively; accounts receivable—trade, net of $1,302 and $884 as of September 30, 2019 and December 31, 2018 , respectively; accounts receivable—other of $0 and $109 as of September 30, 2019 and December 31, 2018 , respectively; other current assets of $16,876 and $4,821 as of September 30, 2019 and December 31, 2018 , respectively; property and equipment, net of $628,821 and $398,693 as of September 30, 2019 and December 31, 2018 , respectively; and other assets of $6,208 and $3,144 as of September 30, 2019 and December 31, 2018 , respectively. The consolidated liabilities as of September 30, 2019 and December 31, 2018 include $9,076 and $9,260 , respectively, of liabilities of VIEs whose creditors have no recourse to Sunnova Energy International Inc. These liabilities include accounts payable of $1,458 and $4,278 as of September 30, 2019 and December 31, 2018 , respectively; accrued expenses of $25 and $14 as of September 30, 2019 and December 31, 2018 , respectively; other current liabilities of $143 and $296 as of September 30, 2019 and December 31, 2018 , respectively; and other long-term liabilities of $7,450 and $4,672 as of September 30, 2019 and December 31, 2018 , respectively. |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 36,615 | $ 30,429 | $ 97,942 | $ 79,176 |
Operating expense: | ||||
Cost of revenue—depreciation | 10,942 | 9,349 | 30,820 | 25,468 |
Cost of revenue—other | 1,186 | 614 | 2,914 | 1,474 |
Operations and maintenance | 1,925 | (96) | 6,468 | 4,495 |
General and administrative | 28,509 | 17,170 | 70,984 | 49,103 |
Other operating income | (49) | (12) | (129) | (51) |
Total operating expense, net | 42,513 | 27,025 | 111,057 | 80,489 |
Operating income (loss) | (5,898) | 3,404 | (13,115) | (1,313) |
Interest expense, net | 30,884 | 9,416 | 99,855 | 25,123 |
Interest expense, net—affiliates | 701 | 2,398 | 4,098 | 7,245 |
Interest income | (3,407) | (1,763) | (8,868) | (4,373) |
Loss on extinguishment of long-term debt, net—affiliates | 0 | 0 | 10,645 | 0 |
Other (income) expense | 293 | 0 | 827 | (1) |
Loss before income tax | (34,369) | (6,647) | (119,672) | (29,307) |
Income tax | 0 | 0 | 0 | 0 |
Net loss | (34,369) | (6,647) | (119,672) | (29,307) |
Net income (loss) attributable to redeemable noncontrolling interests | 3,221 | (13) | 7,170 | 4,111 |
Net loss attributable to stockholders | (37,590) | (6,634) | (126,842) | (33,418) |
Deemed dividends on convertible preferred stock exchange | 0 | 0 | 0 | (19,332) |
Net loss attributable to common stockholders—basic | (37,590) | (17,865) | (151,567) | (82,855) |
Net loss attributable to common stockholders—diluted | $ (37,590) | $ (17,865) | $ (151,567) | $ (82,855) |
Net loss per share attributable to common stockholders—basic and diluted (in USD per share) | $ (0.62) | $ (2.07) | $ (5.77) | $ (9.60) |
Weighted average common shares outstanding—basic and diluted (shares) | 60,890,129 | 8,634,541 | 26,245,493 | 8,634,484 |
Series A convertible preferred stock | ||||
Operating expense: | ||||
Dividends earned on convertible preferred stock | $ 0 | $ (9,437) | $ (19,271) | $ (26,765) |
Series C Convertible Preferred Stock | ||||
Operating expense: | ||||
Dividends earned on convertible preferred stock | $ 0 | $ (1,794) | $ (5,454) | $ (3,340) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (119,672) | $ (29,307) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 34,987 | 29,000 |
Impairment and loss on disposals, net | 1,236 | 1,235 |
Amortization of deferred financing costs | 8,795 | 6,488 |
Amortization of debt discount | 2,027 | 766 |
Non-cash effect of equity-based compensation plans | 6,974 | 2,182 |
Non-cash payment-in-kind interest on loan—affiliates | 2,716 | 4,132 |
Unrealized (gain) loss on derivatives | 30,262 | (20,647) |
Unrealized loss on fair value option instruments | 97 | 0 |
Loss on extinguishment of long-term debt, net—affiliates | 10,645 | 0 |
Other non-cash items | 4,637 | 3,601 |
Changes in components of operating assets and liabilities: | ||
Accounts receivable | (8,006) | (7,674) |
Dealer advances | 0 | (237) |
Other current assets | (11,753) | (7,394) |
Other assets | (37,787) | (6,571) |
Accounts payable | 5,156 | (145) |
Accrued expenses | (2,455) | 2,087 |
Other current liabilities | 75 | (1,644) |
Long-term debt—paid-in-kind—affiliates | (719) | (1,144) |
Other long-term liabilities | (1,753) | 30 |
Net cash used in operating activities | (74,538) | (25,242) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (299,199) | (184,260) |
Payments for investments and customer notes receivable | (104,391) | (80,557) |
Proceeds from customer notes receivable | 14,072 | 5,733 |
State utility rebates | 401 | 691 |
Other, net | (584) | (1,439) |
Net cash used in investing activities | (389,701) | (259,832) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 588,153 | 132,674 |
Payments of long-term debt | (318,855) | (27,045) |
Proceeds of long-term debt from affiliates | 15,000 | 15,000 |
Payments of long-term debt to affiliates | (56,236) | (20,000) |
Payments on notes payable | (2,177) | 0 |
Payments of deferred financing costs | (10,435) | (1,753) |
Payments of debt discounts | (1,084) | (1,883) |
Proceeds from issuance of common stock, net | 164,695 | 0 |
Proceeds from issuance of convertible preferred stock, net | (2,510) | 157,117 |
Contributions from redeemable noncontrolling interests | 119,372 | 51,427 |
Distributions to redeemable noncontrolling interests | (6,289) | (1,322) |
Payments of costs related to redeemable noncontrolling interests | (3,155) | (985) |
Other, net | (15) | (6) |
Net cash provided by financing activities | 486,464 | 303,224 |
Net increase in cash and restricted cash | 22,225 | 18,150 |
Cash and restricted cash at beginning of period | 87,046 | 81,778 |
Cash and restricted cash at end of period | 109,271 | 99,928 |
Restricted cash included in other current assets | (16,688) | (368) |
Restricted cash included in other assets | (41,557) | (28,411) |
Cash at end of period | 51,026 | 71,149 |
Non-cash investing and financing activities: | ||
Change in accounts payable and accrued expenses related to purchases of property and equipment | 25,576 | 7,754 |
Change in accounts payable and accrued expenses related to payments for investments and customer notes receivable | (6,335) | (8,079) |
Notes payable for financing of insurance premiums | 7,101 | 0 |
Supplemental cash flow information: | ||
Cash paid for interest | 48,866 | 45,781 |
Cash paid for income taxes | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Convertible Preferred StockSeries A Convertible Preferred Stock | Convertible Preferred StockSeries B Convertible Preferred Stock | Convertible Preferred StockSeries C Convertible Preferred Stock | Common Stock | Common StockSeries A Common Stock | Common StockSeries B Common Stock | Treasury Stock | Additional Paid-in Capital - Convertible Preferred Stock | Additional Paid-in Capital - Common Stock | Accumulated Deficit |
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2017 | $ 38,590 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 774 | |||||||||||
Contributions from redeemable noncontrolling interests | 17,139 | |||||||||||
Distributions to redeemable noncontrolling interests | (339) | |||||||||||
Distributions payable to redeemable noncontrolling interests | (111) | |||||||||||
Costs related to redeemable noncontrolling interests | (701) | |||||||||||
Equity in subsidiaries attributable to parent | (5,995) | |||||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2018 | 49,357 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017 | 40,179,508 | 4,583,576 | 0 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | 371,183 | $ 402 | $ 46 | $ 0 | $ 86 | $ 0 | $ 0 | $ 530,951 | $ 82,455 | $ (242,757) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (14,210) | (14,210) | ||||||||||
Issuance of stock, net (in shares) | 13,013 | 7,390,218 | 149 | |||||||||
Issuance of stock, net | $ 97,330 | $ 74 | 97,256 | |||||||||
Non-cash exchange of convertible preferred stock (in shares) | 4,763,086 | (4,596,588) | ||||||||||
Non-cash exchange of convertible preferred stock | $ 47 | $ (46) | (1) | |||||||||
Equity in subsidiaries attributable to parent | 5,995 | 5,995 | ||||||||||
Equity-based compensation expense | 726 | 726 | ||||||||||
Acquisition of treasury stock | (1) | (1) | ||||||||||
Retirement of treasury stock (in shares) | (149) | |||||||||||
Retirement of treasury stock | 1 | (1) | ||||||||||
Other, net (in shares) | (1) | |||||||||||
Other, net | (1) | (1) | ||||||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2018 | 44,942,594 | 0 | 7,390,218 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2018 | 461,022 | $ 449 | $ 0 | $ 74 | $ 86 | $ 0 | 0 | 628,206 | 83,181 | (250,974) | ||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2017 | 38,590 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 4,111 | |||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2018 | 73,348 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017 | 40,179,508 | 4,583,576 | 0 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | 371,183 | $ 402 | $ 46 | $ 0 | $ 86 | $ 0 | 0 | 530,951 | 82,455 | (242,757) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (33,418) | |||||||||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2018 | 44,942,594 | 0 | 11,824,346 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, ending balance at Sep. 30, 2018 | 512,022 | $ 449 | $ 0 | $ 118 | $ 86 | $ 0 | 0 | 684,937 | 84,637 | (258,205) | ||
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2018 | 49,357 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 3,350 | |||||||||||
Contributions from redeemable noncontrolling interests | 17,726 | |||||||||||
Contributions receivable from redeemable noncontrolling interests | 1,108 | |||||||||||
Distributions to redeemable noncontrolling interests | (450) | |||||||||||
Distributions payable to redeemable noncontrolling interests | (178) | |||||||||||
Costs related to redeemable noncontrolling interests | (91) | |||||||||||
Equity in subsidiaries attributable to parent | (5,592) | |||||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2018 | 65,230 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2018 | 44,942,594 | 0 | 7,390,218 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2018 | 461,022 | $ 449 | $ 0 | $ 74 | $ 86 | $ 0 | 0 | 628,206 | 83,181 | (250,974) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (12,574) | (12,574) | ||||||||||
Equity in subsidiaries attributable to parent | 5,592 | 5,592 | ||||||||||
Equity-based compensation expense | 682 | 682 | ||||||||||
Other, net | (68) | (68) | ||||||||||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2018 | 44,942,594 | 0 | 7,390,218 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, ending balance at Jun. 30, 2018 | 454,654 | $ 449 | $ 0 | $ 74 | $ 86 | $ 0 | 0 | 628,138 | 83,863 | (257,956) | ||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | (13) | |||||||||||
Contributions from redeemable noncontrolling interests | 16,562 | |||||||||||
Contributions receivable from redeemable noncontrolling interests | (1,108) | |||||||||||
Distributions to redeemable noncontrolling interests | (533) | |||||||||||
Distributions payable to redeemable noncontrolling interests | (162) | |||||||||||
Costs related to redeemable noncontrolling interests | (239) | |||||||||||
Equity in subsidiaries attributable to parent | (6,389) | |||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2018 | 73,348 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (6,634) | (6,634) | ||||||||||
Issuance of stock, net (in shares) | 4,434,128 | 495 | ||||||||||
Issuance of stock, net | (1) | $ 56,844 | $ 44 | 56,800 | (1) | |||||||
Equity in subsidiaries attributable to parent | 6,389 | 6,389 | ||||||||||
Equity-based compensation expense | 774 | 774 | ||||||||||
Acquisition of treasury stock | (3) | (3) | ||||||||||
Retirement of treasury stock (in shares) | (495) | |||||||||||
Retirement of treasury stock | 3 | 1 | (4) | |||||||||
Other, net | (1) | (1) | ||||||||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2018 | 44,942,594 | 0 | 11,824,346 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, ending balance at Sep. 30, 2018 | 512,022 | $ 449 | $ 0 | $ 118 | $ 86 | $ 0 | $ 0 | 684,937 | 84,637 | (258,205) | ||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2018 | 85,680 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 3,018 | |||||||||||
Contributions from redeemable noncontrolling interests | 18,030 | |||||||||||
Distributions to redeemable noncontrolling interests | (3,652) | |||||||||||
Costs related to redeemable noncontrolling interests | (1,562) | |||||||||||
Equity in subsidiaries attributable to parent | (10,125) | |||||||||||
Other, net | 2,627 | |||||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2019 | 94,016 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2018 | 44,942,594 | 13,006,780 | 0 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | 501,118 | $ 449 | $ 130 | $ 0 | $ 86 | $ 0 | 701,326 | 85,439 | (286,312) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (38,514) | (38,514) | ||||||||||
Issuance of stock, net (in shares) | 2,143 | |||||||||||
Issuance of stock, net | 4 | 4 | ||||||||||
Repurchase of convertible preferred stock (in shares) | (13,484) | |||||||||||
Repurchase of convertible preferred stock | (191) | (183) | (8) | |||||||||
Equity in subsidiaries attributable to parent | 10,125 | 10,125 | ||||||||||
Equity-based compensation expense | 281 | 281 | ||||||||||
Other, net | 491 | 493 | (2) | |||||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2019 | 44,929,110 | 13,006,780 | 0 | 8,612,728 | 23,870 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2019 | 473,314 | $ 449 | $ 130 | $ 0 | $ 86 | $ 0 | 701,636 | 85,724 | (314,711) | |||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2018 | 85,680 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 7,170 | |||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2019 | 156,578 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2018 | 44,942,594 | 13,006,780 | 0 | 8,612,728 | 21,727 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | 501,118 | $ 449 | $ 130 | $ 0 | $ 86 | $ 0 | 701,326 | 85,439 | (286,312) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (126,842) | |||||||||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2019 | 0 | 0 | 83,980,885 | 0 | 0 | |||||||
Stockholders' equity, ending balance at Sep. 30, 2019 | 626,560 | $ 0 | $ 0 | $ 8 | $ 0 | $ 0 | 0 | 991,936 | (365,384) | |||
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2019 | 94,016 | |||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 931 | |||||||||||
Contributions from redeemable noncontrolling interests | 32,207 | |||||||||||
Distributions to redeemable noncontrolling interests | (1,491) | |||||||||||
Costs related to redeemable noncontrolling interests | (419) | |||||||||||
Equity in subsidiaries attributable to parent | (18,297) | |||||||||||
Other, net | 600 | |||||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2019 | 107,547 | |||||||||||
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2019 | 44,929,110 | 13,006,780 | 0 | 8,612,728 | 23,870 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2019 | 473,314 | $ 449 | $ 130 | $ 0 | $ 86 | $ 0 | 701,636 | 85,724 | (314,711) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (50,738) | (50,738) | ||||||||||
Equity in subsidiaries attributable to parent | 18,297 | 18,297 | ||||||||||
Equity-based compensation expense | 713 | 713 | ||||||||||
Other, net | (1) | (1) | ||||||||||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2019 | 44,929,110 | 13,006,780 | 0 | 8,612,728 | 23,870 | |||||||
Stockholders' equity, ending balance at Jun. 30, 2019 | 441,585 | $ 449 | $ 130 | $ 0 | $ 86 | $ 0 | 701,635 | 86,437 | (347,152) | |||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||
Net income (loss) | 3,221 | |||||||||||
Contributions from redeemable noncontrolling interests | 69,135 | |||||||||||
Distributions to redeemable noncontrolling interests | (1,146) | |||||||||||
Costs related to redeemable noncontrolling interests | (2,438) | |||||||||||
Equity in subsidiaries attributable to parent | (19,356) | |||||||||||
Other, net | (385) | |||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2019 | 156,578 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (37,590) | (37,590) | ||||||||||
Issuance of stock, net (in shares) | 14,865,267 | |||||||||||
Issuance of stock, net | 164,392 | $ 1 | 164,391 | |||||||||
Non-cash conversion of convertible notes for Series A and Series C convertible preferred stock (in shares) | 1,422,767 | 1,120,360 | ||||||||||
Non-cash conversion of convertible notes for Series A and Series C convertible preferred stock | 32,834 | $ 14 | $ 11 | 32,809 | ||||||||
Non-cash exchange of convertible preferred stock (in shares) | (46,351,877) | (14,127,140) | 69,115,618 | (8,612,731) | (23,870) | |||||||
Non-cash exchange of convertible preferred stock | $ (464) | $ (141) | $ 7 | $ (86) | (734,444) | 735,128 | ||||||
Equity in subsidiaries attributable to parent | 19,356 | 19,356 | ||||||||||
Equity-based compensation expense | 5,980 | 5,980 | ||||||||||
Other, net (in shares) | 3 | |||||||||||
Other, net | 3 | $ 1 | 2 | |||||||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2019 | 0 | 0 | 83,980,885 | 0 | 0 | |||||||
Stockholders' equity, ending balance at Sep. 30, 2019 | $ 626,560 | $ 0 | $ 0 | $ 8 | $ 0 | $ 0 | $ 0 | $ 991,936 | $ (365,384) |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation We are a leading residential solar and energy storage service provider, serving more than 72,000 customers in more than 20 United States ("U.S.") states and territories. Sunnova Energy Corporation was incorporated in Delaware on October 22, 2012 and formed Sunnova Energy International Inc. ("SEI") as a Delaware corporation on April 1, 2019. We completed our initial public offering on July 29, 2019 (our "IPO"); and in connection with our IPO all of Sunnova Energy Corporation's ownership interests were contributed to SEI. Unless the context otherwise requires, references in this report to "Sunnova," the "Company," "we," "our," "us," or like terms, refer to SEI and its subsidiaries. Our goal is to be the leading provider of clean, affordable and reliable energy for consumers, and we operate with a simple mission: to power energy independence. We were founded to deliver customers a better energy service at a better price; and through solar and solar plus energy storage service offerings, we are disrupting the traditional energy landscape and the way the 21st century customer generates and consumes electricity. We have a differentiated residential solar dealer model in which we partner with local dealers who originate, design and install our customers’ solar energy and energy storage systems on our behalf. Our focus on our dealer model enables us to leverage our dealers’ specialized knowledge, connections and experience in local markets to drive customer origination while providing our dealers with access to high quality products at competitive prices and technical oversight and expertise. We believe this structure provides operational flexibility and lower fixed costs relative to our peers, furthering our competitive advantage. We provide our services through long-term residential solar service agreements with a diversified pool of high credit quality customers. Our solar service agreements typically are structured as either a legal-form lease (a "lease") of a solar energy system to the customer, the sale of the solar energy system's output to the customer under a power purchase agreement ("PPA") or the purchase of a solar energy system with financing provided by us (a "loan"). The initial term of our solar service agreements is typically 25 years , during which time we provide or arrange for ongoing services to customers, including monitoring, maintenance, and warranty services. Our lease and PPA agreements typically include two five -year automatic extensions. Customer payments and rates can be fixed for the duration of the solar service agreement or escalated at a pre-determined percentage annually. We also receive tax benefits and other incentives from leases and PPAs, a portion of which we finance through tax equity, non-recourse debt structures and hedging arrangements in order to fund our upfront costs, overhead and growth investments. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements ("interim financial statements") include our consolidated balance sheets, statements of operations, statements of redeemable noncontrolling interests and stockholders' equity and statements of cash flows and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") from records maintained by us. We have condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. As such, these interim financial statements should be read in conjunction with our 2018 audited annual consolidated financial statements and accompanying notes included in the prospectus dated July 24, 2019 filed with the SEC pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended. The interim financial statements reflect all normal recurring adjustments necessary, in our opinion, to state fairly our financial position and results of operations for the reported periods. Amounts reported for interim periods may not be indicative of a full year period because of seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. Our interim financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation , we consolidate any VIE of which we are the primary beneficiary. We form VIEs with our investors in the ordinary course of business to facilitate the funding and monetization of certain attributes associated with our solar energy systems. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has (a) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We do not consolidate a VIE in which we have a majority ownership interest when we are not considered the primary beneficiary. We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of our VIEs, including determining the solar energy systems contributed to the VIEs, and the installation, operation and maintenance of the solar energy systems. We consider the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we have determined we are the primary beneficiary of our VIEs and evaluate our relationships with our VIEs on an ongoing basis to ensure we continue to be the primary beneficiary. We have eliminated all intercompany accounts and transactions in consolidation. Corporate Reorganization In connection with our IPO we implemented an internal reorganization that resulted in SEI owning all the outstanding capital stock of Sunnova Energy Corporation (the "Reorganization"). In connection with the Reorganization, a direct, wholly-owned subsidiary of SEI merged with and into Sunnova Energy Corporation, with Sunnova Energy Corporation surviving as a direct, wholly owned subsidiary of SEI. Each share of each class of Sunnova Energy Corporation stock issued and outstanding immediately prior to the Reorganization, by virtue of the Reorganization and without any action on the part of the holders thereof, automatically converted into an equivalent corresponding share of stock of SEI, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions with respect to SEI as each such corresponding share of Sunnova Energy Corporation stock being converted had with respect to Sunnova Energy Corporation. Accordingly, upon consummation of the Reorganization, each of Sunnova Energy Corporation’s stockholders immediately prior to the consummation of the Reorganization became a stockholder of SEI. Reverse Stock Split In connection with our IPO we decreased the total number of outstanding shares with a 1 for 2.333 reverse stock split effective July 29, 2019 (the "Reverse Stock Split"). All current and past period amounts stated herein have given effect to the Reverse Stock Split. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a significant impact on our interim financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Included below are updates to significant accounting policies disclosed in our 2018 audited annual consolidated financial statements. Use of Estimates The preparation of the interim financial statements requires us to make estimates and assumptions that affect the amounts reported in the interim financial statements and accompanying notes. We regularly make significant estimates and assumptions including, but not limited to, (a) the collectability of accounts receivable from customers and dealers, (b) the valuation of inventory, (c) the analysis of revenue recognition for PPAs and leases, (d) the assumptions for determining the performance guarantee obligations, (e) the collectability of customer notes receivable, (f) the allocation of consideration paid in connection with accounting for business combinations, (g) the useful lives of solar energy systems and other property and equipment and the capitalization methodology of the indirect costs on those assets, (h) the valuation of the assumptions regarding asset retirement obligations ("ARO"), (i) the assumptions and estimates utilized in determining any warranty obligations, (j) the determination of valuation allowances associated with deferred tax assets, (k) the assessment of asset impairments, (l) the assumptions and estimates utilized in determining the fair value of derivative instruments, (m) the assumptions and estimates utilized in determining equity-based compensation expense, (n) the redemption value of redeemable noncontrolling interests and (o) the discount rate used for operating and finance leases. We base our 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. Accounts Receivable Accounts Receivable — Trade. Accounts receivable — trade primarily represents trade receivables from residential customers under PPAs and leases that are generally collected in the subsequent month and recorded at net realizable value. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible accounts receivable. We review our accounts receivable by aging category to identify customers with known disputes or collection issues. We write off accounts receivable when we deem them uncollectible. The following table presents the changes in the allowance for doubtful accounts recorded against accounts receivable — trade, net in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 723 $ 427 Bad debt expense 1,149 712 Write off of uncollectible accounts (1,076 ) (605 ) Recoveries 65 38 Balance at end of period $ 861 $ 572 Inventory Inventory primarily represents energy storage systems, photovoltaic modules, meters and other associated equipment purchased and held for use as original parts on new solar energy systems or replacement parts on existing solar energy systems. We record inventory in other current assets in the consolidated balance sheets at the lower of cost and net realizable value. We remove these items from inventory using the weighted-average method and (a) expense to operations and maintenance expense when installed as a replacement part for a solar energy system or (b) capitalize to property and equipment when installed as an original part on a solar energy system. We evaluate our inventory reserves and write down the estimated value of excess and obsolete inventory based upon assumptions about future demand and market conditions. The following table presents the detail of inventory as recorded in other current assets in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Energy storage systems and components $ 16,921 $ 8,394 Modules and inverters 43 433 Meters 161 360 Total $ 17,125 $ 9,187 Dealer Commitments Throughout 2019, we entered into exclusivity and other similar agreements with certain key dealers pursuant to which we have agreed to pay an incentive if such dealers install a certain minimum number of solar energy systems within specified periods. These incentives are recorded in other assets in the consolidated balance sheets and are amortized to general and administrative expense in the statements of operations generally over the term of the customer agreements, which is estimated at an average of 23 years . Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or a liability. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: • Level 1—Observable inputs that reflect unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2—Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices 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 assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy must be determined based on the lowest level input that is significant to the fair value measurement. An assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability. Our financial instruments include accounts receivable, notes receivable, accounts payable, accrued expenses, long-term debt and interest rate swaps and swaptions. The carrying values of accounts receivable, accounts payable and accrued expenses approximate the fair values due to the fact that they are short-term in nature (Level 1). We estimate the fair value of our customer notes receivable based on interest rates currently offered under the loan program with similar maturities and terms (Level 3), though we did not elect the fair value option for this class of financial instruments. We estimate the fair value of our fixed-rate long-term debt, excluding the senior secured notes for which we selected the fair value option, based on interest rates currently offered for debt with similar maturities and terms (Level 3). We estimate the fair value of the senior secured notes based on a market approach model using Level 3 inputs that incorporates a binomial tree model and a discounted future cash flow model. We determine the fair values of the interest rate derivative transactions based on a discounted cash flow method using contractual terms of the transactions. The floating interest rate is based on observable rates consistent with the frequency of the interest cash flows (Level 2). See Note 6, Customer Notes Receivable , Note 7, Long-Term Debt and Note 8, Derivative Instruments . Changes in fair value of the senior secured notes are included in other (income) expense in the consolidated statements of operations. The following table summarizes the change in fair value of our financial liabilities accounted for at fair value on a recurring basis using Level 3 inputs as recorded in long-term debt, net—affiliates in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ — $ — Additions 55,506 — Change in fair value 730 — Extinguishment (56,236 ) — Balance at end of period $ — $ — Derivative Instruments Our derivative instruments consist of interest rate swaps and swaptions that are not designated as cash flow hedges or fair value hedges under accounting guidance. We use interest rate swaps and swaptions to manage our net exposure to interest rate changes. We record the derivatives in other current assets, other assets, other current liabilities and other long-term liabilities, as appropriate, in the consolidated balance sheets and the changes in fair value are recorded in interest expense, net in the consolidated statements of operations. We include unrealized gains and losses on derivatives as a non-cash reconciling item in operating activities in the consolidated statements of cash flows. We include realized gains and losses on derivatives as a change in components of operating assets and liabilities in operating activities in the consolidated statements of cash flows. See Note 8, Derivative Instruments . Revenue The following table presents the detail of revenue as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) PPA revenue $ 14,329 $ 11,508 $ 37,895 $ 30,255 Lease revenue 10,238 8,452 29,496 23,833 Solar renewable energy certificate revenue 10,603 9,944 26,911 23,806 Loan revenue 418 251 1,152 653 Other revenue 1,027 274 2,488 629 Total $ 36,615 $ 30,429 $ 97,942 $ 79,176 We recognize revenue from contracts with customers as we satisfy performance obligations at a transaction price reflecting an amount of consideration based upon an estimated rate of return. We express this rate of return as the solar rate per kWh in the customer contract. The amount of revenue we recognize does not equal customer cash payments because performance obligations are satisfied ahead of cash receipt or evenly as we provide continuous access on a stand-ready basis to the solar energy system. We reflect the differences between revenue recognition and cash payments received in accounts receivable, other assets or deferred revenue, as appropriate. Revenue allocated to remaining performance obligations represents contracted revenue we have not yet recognized and includes deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods. Contracted but not yet recognized revenue was approximately $1.1 billion as of September 30, 2019 , of which we expect to recognize approximately 4% over the next 12 months . We do not expect the annual recognition to vary significantly over approximately the next 20 years as the vast majority of existing solar service agreements have at least 20 years remaining , given the average age of the fleet of solar energy systems under contract is less than three years . PPAs. Customers purchase electricity from us under PPAs. Pursuant to ASC 606, we recognize revenue based upon the amount of electricity delivered as determined by remote monitoring equipment at solar rates specified under the PPAs. All customers must pass our credit evaluation process. The PPAs generally have a term of 25 years with an opportunity for customers to renew for up to an additional 10 years , via two 5 -year renewal options. Leases . We are the lessor under lease agreements for solar energy systems and energy storage systems, which do not meet the definition of a lease under ASC 842 and are accounted for as contracts with customers under ASC 606. We recognize revenue on a straight-line basis over the contract term as we satisfy our obligation to provide continuous access to the solar energy system. All customers must pass our credit evaluation process. The lease agreements generally have a term of 25 years with an opportunity for customers to renew for up to an additional 10 years , via two 5 -year renewal options. We have provided customers under our leases a performance guarantee that each solar energy system will achieve a certain specified minimum solar energy production output, which is a significant proportion of its expected output. The solar energy system may not achieve specified minimum solar energy production output due to natural fluctuations in the weather and equipment failures from exposure and wear and tear outside of our control, among other factors. We determine the amount of the guarantee based on a number of different factors, including: (a) the specific site information relating to the tilt of the panels, azimuth (a horizontal angle measured clockwise in degrees from a reference direction) of the panels, size of the system, and shading on site; (b) the calculated amount of available irradiance (amount of energy for a given flat surface facing a specific direction) based on historical average weather data and (c) the calculated amount of energy output of the solar energy system. While actual irradiance levels can significantly change year over year due to natural fluctuations in the weather, we expect the levels to average out over the term of a 25-year lease and to approximate the levels used in determining the amount of the performance guarantee. Generally, weather fluctuations are the most likely reason a solar energy system may not achieve a certain specified minimum solar energy production output. If the solar energy system does not produce the guaranteed production amount, we may be required to refund a portion of the previously remitted customer payments, where the repayment is calculated as the product of (a) the shortfall production amount and (b) the dollar amount (guaranteed rate) per kWh that is fixed throughout the term of the contract. These remittances of a customer's payments, if needed, are payable in January following the end of the first three years of the solar energy system's placed in service date and then every annual period thereafter. See Note 15, Commitments and Contingencies . Solar Renewable Energy Certificates. Each solar renewable energy certificate ("SREC") represents one MWh ( 1,000 kWh) generated by a solar energy system. SRECs can be sold with or without the actual electricity associated with the renewable-based generation source. We account for the SRECs we generate from our solar energy systems as governmental incentives with no costs incurred to obtain them and do not consider those SRECs output of the underlying solar energy systems. We classify these SRECs as inventory held until sold and delivered to third parties. As we did not incur costs to obtain these governmental incentives, the inventory carrying value for the SRECs was $0 as of September 30, 2019 and December 31, 2018 . We enter into economic hedges related to expected production of SRECs through forward contracts. The contracts require us to physically deliver the SRECs upon settlement. We recognize the related revenue under ASC 606 upon satisfaction of the performance obligation to transfer the SRECs to the stated counterparty. Payments are typically received within one month of transferring the SREC to the customer. The costs related to the sales of SRECs are limited to broker fees (included in cost of revenue—other), which are only paid in connection with certain transactions. Loans. See discussion of loan revenue in the "Loans" section below. Other Revenue. Other revenue includes certain state incentives, revenue from the direct sale of energy storage systems to customers and sales of service plans. We recognize revenue from state incentives in the periods in which they are incurred. We recognize revenue from the direct sale of energy storage systems in the period in which the storage components are placed in service. Service plans are available to customers whose solar energy system was not originally sold by Sunnova. We recognize revenue from service plan contracts over the life of the contract, which is typically five years. Loans We offer a loan program, under which the customer finances the purchase of a solar energy system through a solar service agreement, typically for a term of 25 years . We recognize cash payments received from customers on a monthly basis under our loan program (a) as revenue under ASC 606, to the extent attributable to payments for operations and maintenance services we provide, which we recognize as a stand-ready obligation on a straight-line basis over the term of the contract; (b) as interest income, to the extent attributable to earned interest on the contract; and (c) as a reduction of a note receivable included in current and long-term assets, to the extent attributable to a return of principal on the contract. To qualify for the loan program, a customer must pass our credit evaluation process, which requires the customer to have a minimum FICO score of 650 to 695 depending on certain circumstances, and we secure the loans with the solar energy systems financed. In determining the allowance for uncollectible notes receivable, we identify customers with known disputes or collection issues and consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. We write off customer notes receivable when they are deemed uncollectible. In addition, there were no customer notes receivable not accruing interest and an insignificant amount of past due customer notes receivable as of September 30, 2019 and December 31, 2018 . See Note 6, Customer Notes Receivable . The following table presents the changes in the allowance for losses recorded against customer notes receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 710 $ 602 Bad debt expense 278 123 Write off of uncollectible accounts (39 ) (113 ) Balance at end of period $ 949 $ 612 Deferred Revenue Deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes (a) down payments and partial or full prepayments from customers, (b) differences due to the timing of energy production versus billing for certain types of PPAs and (c) payments for unfulfilled performance obligations from the loan program which will be recognized over the remaining term of the respective solar service agreements. The following table presents the detail of deferred revenue as recorded in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Loans $ 39,481 $ 27,793 PPAs and leases 7,414 6,255 Total (1) $ 46,895 $ 34,048 (1) Of this amount, $1.3 million and $1.6 million is recorded in other current liabilities as of September 30, 2019 and December 31, 2018 , respectively. Equity-Based Compensation We account for equity-based compensation, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards. Equity-based compensation expense includes the compensation cost for all share-based awards granted to employees, consultants and members of our board of directors (our "Board") based on the grant date fair value estimate. This also applies to awards modified, repurchased, or canceled during the periods reported. We use the Black-Scholes option-pricing model to measure the fair value of stock options at the measurement date. We use the closing price of our common stock on the grant date to measure the fair value of restricted stock units at the measurement date. We account for forfeitures as they occur. Equity-based compensation expense is included in general and administrative expense in the consolidated statements of operations. See Note 13, Equity-Based Compensation . New Accounting Guidance New accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted as of the specified effective date. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which will require entities to use a forward-looking expected loss approach instead of the incurred loss approach in effect today when estimating the allowance for credit losses. This ASU is effective for annual and interim reporting periods in 2020. In 2018 and 2019, the FASB issued the following ASUs related to ASU 2016-13: ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , and ASU 2019-05, Financial Instruments—Credit Losses: Targeted Transition Relief . The supplemental ASUs must be adopted simultaneously with ASU 2016-13. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements. This ASU is effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which requires certain implementation costs to be capitalized. This ASU is effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to clarify and address implementation issues around the new standards related to credit losses, hedging and recognizing and measuring financial instruments. Amendments in this ASU related to credit losses and hedging have the same effective dates as the respective standards unless an entity has already adopted the standards, in which case the amendments are effective for annual and interim reporting periods in 2020. Amendments in this ASU related to recognizing and measuring financial instruments are effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our financial statements and related disclosures. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections , to reflect the recently adopted amendments to the SEC final rules that were done to modernize and simplify certain reporting requirements for public companies, investment advisers and investment companies. This ASU is effective upon issuance and did not have a significant impact on our consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table presents the detail of property and equipment, net as recorded in the unaudited condensed consolidated balance sheets: Useful Lives As of As of (in years) (in thousands) Solar energy systems 35 $ 1,567,521 $ 1,311,458 Construction in progress 141,432 77,847 AROs 30 20,335 17,381 Information technology systems 3 20,488 17,380 Computers and equipment 3-5 1,489 1,251 Leasehold improvements 3-6 883 883 Furniture and fixtures 7 735 735 Vehicles 4 885 548 Other 5-6 147 52 Property and equipment, gross 1,753,915 1,427,535 Less: accumulated depreciation (133,867 ) (99,078 ) Property and equipment, net $ 1,620,048 $ 1,328,457 Solar Energy Systems. The amounts included in the above table for solar energy systems and substantially all the construction in progress relate to our customer contracts (including PPAs and leases). These assets had accumulated depreciation of $118.2 million and $87.6 million as of September 30, 2019 and December 31, 2018 , respectively. |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Captions | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Detail of Certain Balance Sheet Captions | Detail of Certain Balance Sheet Captions The following table presents the detail of other current assets as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Inventory $ 17,125 $ 9,187 Current portion of customer notes receivable 11,652 7,601 Prepaid assets 9,626 2,739 Current portion of other notes receivable 1,006 1,522 Deferred receivables 2,961 555 Restricted cash 16,688 5,190 Total $ 59,058 $ 26,794 The following table presents the detail of other current liabilities as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Interest payable $ 7,257 $ 8,150 Current portion of performance guarantee obligations 3,885 2,580 Current portion of lease liability 531 871 Deferred revenue 1,286 1,593 Other 542 20 Total $ 13,501 $ 13,214 |
AROs
AROs | 9 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
AROs | AROs AROs consist primarily of costs to remove solar energy system assets and costs to restore the solar energy system sites to the original condition, which we estimate based on current market rates. The following table presents the changes in AROs as recorded in other long-term liabilities in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 20,033 $ 15,347 Additional obligations incurred 2,980 2,854 Accretion expense 989 891 Other (32 ) (36 ) Balance at end of period $ 23,970 $ 19,056 |
Customer Notes Receivable
Customer Notes Receivable | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Customer Notes Receivable | Customer Notes Receivable We offer a loan program, under which the customer finances the purchase of a solar energy system through a solar service agreement, typically for a term of 25 years. As of September 30, 2019 , we recorded $266.7 million of notes receivable under the loan program, of which $11.7 million is included in other current assets and $255.1 million is included in customer notes receivable, net in the unaudited condensed consolidated balance sheet. As of December 31, 2018 , we recorded $179.6 million of notes receivable under the loan program, of which $7.6 million is included in other current assets and $172.0 million is included in customer notes receivable, net in the unaudited condensed consolidated balance sheet. As of September 30, 2019 and December 31, 2018 , we invested $32.2 million and $20.4 million , respectively, in loan systems not yet placed in service, which is included in other assets in the unaudited condensed consolidated balance sheets. The fair values of our customer notes receivable and the corresponding carrying amounts are as follows: As of September 30, 2019 As of December 31, 2018 Carrying Estimated Carrying Estimated (in thousands) Customer notes receivable $ 266,722 $ 266,592 $ 179,632 $ 179,990 Interest income from customer notes receivable is recorded in interest income in the consolidated statements of operations. For the three months ended September 30, 2019 and 2018 , interest income was $3.1 million and $1.7 million , respectively. For the nine months ended September 30, 2019 and 2018 , interest income was $8.2 million and $4.2 million , respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our subsidiaries with long-term debt include Sunnova Energy Corporation, Sunnova Asset Portfolio 4, LLC ("AP4"), Sunnova AP 6 Warehouse II, LLC ("AP6WII"), Helios Issuer, LLC ("HELI"), Sunnova LAP Holdings, LLC ("LAPH"), Sunnova EZ-Own Portfolio, LLC ("EZOP"), Sunnova TEP I Holdings, LLC ("TEPIH"), Sunnova TEP II Holdings, LLC ("TEPIIH"), Helios II Issuer, LLC ("HELII"), Sunnova RAYS I Issuer, LLC ("RAYSI"), Helios III Issuer, LLC ("HELIII") and Sunnova TEP Holdings, LLC ("TEPH"). The following table presents the detail of long-term debt, net and long-term debt, net—affiliates as recorded in the unaudited condensed consolidated balance sheets: Nine Months Ended As of September 30, 2019 Year Ended As of December 31, 2018 Long-term Current Long-term Current (in thousands, except interest rates) Sunnova Energy Corporation Senior secured notes 10.02 % $ — $ — 14.89 % $ 40,000 $ — Convertible notes 13.34 % — — 12.20 % — 15,000 Notes payable 2.97 % — 4,924 — — Paid-in-kind — — 4,219 1,500 Deferred financing costs, net — — (38 ) — AP4 Secured term loan 5.82 % 88,197 5,923 5.25 % 101,026 3,036 Debt discount, net (553 ) — (202 ) — Deferred financing costs, net (239 ) — (418 ) — AP6WII Warehouse credit facility 10.01 % — — 8.47 % 54,603 — Deferred financing costs, net — — (309 ) — HELI Solar asset-backed notes 6.57 % 213,631 8,674 6.47 % 224,835 10,522 Debt discount, net (3,382 ) — (4,124 ) — Deferred financing costs, net (5,967 ) — (7,217 ) — LAPH Secured term loan 7.79 % 41,952 1,362 8.36 % 43,167 1,038 Debt discount, net (436 ) — (552 ) — Deferred financing costs, net (388 ) — (482 ) — EZOP Warehouse credit facility 7.14 % 57,100 — 9.68 % 58,200 — Debt discount, net (2,301 ) — — — TEPIH Secured term loan 25.17 % — — 6.55 % 107,239 3,356 Debt discount, net — — (62 ) — Deferred financing costs, net — — (4,892 ) — TEPIIH Warehouse credit facility 6.50 % 204,332 — 8.41 % 57,552 — Debt discount, net (2,366 ) — (1,710 ) — Deferred financing costs, net — — (1,612 ) — HELII Solar asset-backed notes 5.78 % 241,309 13,005 5.60 % 253,687 9,013 Debt discount, net (50 ) — (55 ) — Deferred financing costs, net (6,077 ) — (6,425 ) — RAYSI Solar asset-backed notes 5.50 % 129,636 5,962 — — Debt discount, net (1,588 ) — — — Deferred financing costs, net (4,863 ) — — — HELIII Solar loan-backed notes 4.01 % 140,530 19,554 — — Debt discount, net (2,557 ) — — — Deferred financing costs, net (2,426 ) — — — TEPH Warehouse credit facility 7.81 % 33,575 — — — Debt discount, net (700 ) — — — Total $ 1,116,369 $ 59,404 $ 916,430 $ 43,465 Availability. As of September 30, 2019 , we had $209.3 million of available borrowing capacity under our various financing arrangements, consisting of $142.9 million under the EZOP warehouse credit facility and $66.4 million under the TEPH warehouse credit facility. There was no available borrowing capacity under any of our other financing arrangements. Weighted Average Effective Interest Rates. The weighted average effective interest rates disclosed in the table above are the weighted average stated interest rates for each debt instrument plus the effect on interest expense for other items classified as interest expense, such as the amortization of deferred financing costs, amortization of debt discounts and commitment fees on unused balances for the period of time the debt was outstanding during the indicated periods. Sunnova Energy Corporation Senior Secured Notes . In January 2019, we amended the terms of the senior secured notes to, among other things, extend the maturity date from January 2019 to July 2019 . In April 2019, we further amended the terms of the senior secured notes to, among other things, (a) extend the maturity date from July 2019 to March 2021, (b) decrease the interest rate from 12.00% per annum to 9.50% per annum, of which 4.75% was payable in cash quarterly and the remaining 4.75% was payable in additional debt securities (i.e. payment-in-kind) and (c) include a conversion feature . The April 2019 amendment resulted in a loss on extinguishment under GAAP of $10.6 million related to the difference between the net carrying value of the senior secured notes prior to the amendment and the fair value of the notes after the amendment . In connection with our IPO we exercised our right to redeem all the senior secured notes for an aggregate amount of $57.1 million for cash . The aggregate redemption price included the principal amount outstanding of $56.2 million plus accrued and unpaid cash interest and pay-in-kind interest to the date of redemption. For accounting purposes, only the conversion feature is required to be bifurcated and measured at fair value; however, we elected to make a one-time, irrevocable election to utilize the fair value option allowed under ASC 825, Financial Instruments . Under the fair value option election, we record the entire hybrid instrument at fair value with changes in fair value recognized in other (income) expense in the consolidated statements of operations. The fair value election resulted in an additional loss of $730,000 due to the change in fair value from April 2019 to July 2019. Sunnova Energy Corporation Convertible Notes . In March 2018, we issued a convertible note for $15.0 million to Energy Capital Partners, which was subordinated to the senior secured notes (the "2018 Note"). In January 2019, we amended the 2018 Note to, among other things, extend the maturity date from the earlier of (a) the repayment of the senior secured notes or (b) May 2019 to the earlier of (a) the repayment of the senior secured notes or (b) December 2019 . In June 2019 , we issued a convertible note for $15.0 million to a majority of our existing shareholders, which was subordinated to the senior secured notes, with a maturity date of September 2021 (the "2019 Note"). The 2019 Note bore interest at an annual rate of 12.00% , which was only payable by increasing the outstanding principal balance of the 2019 Note quarterly until maturity. Under the terms of the 2019 Note, we were not permitted to make cash payments for interest or principal on the 2019 Note until the senior secured notes had been repaid in full. The 2019 Note allowed, if a majority of holders had elected, the conversion of the outstanding principal balance (including accrued paid-in-kind interest) into Series C convertible preferred stock at a rate equal to the lesser of $5.80 per share (adjusted for subsequent stock splits, combinations, recapitalizations or the like affecting convertible preferred stock) or the lowest purchase price per share of Series C convertible preferred stock issued after the date of the 2019 Note. In connection with our IPO holders of the 2018 Note converted the principal amount of the 2018 Note plus any accrued and unpaid interest as of the date of conversion into 3,319,312 shares (or 1,422,767 shares as adjusted for the Reverse Stock Split) of Series A convertible preferred stock, which in turn converted into 1,422,767 shares of common stock. In addition, holders of the 2019 Note converted the principal amount of the 2019 Note plus any accrued and unpaid interest as of the date of conversion into 2,613,818 shares (or 1,120,360 shares as adjusted for the Reverse Stock Split) of Series C convertible preferred stock, which in turn converted into 1,120,360 shares of common stock. Sunnova Energy Corporation Notes Payable . In May 2019 , we entered into an arrangement to finance $1.9 million in property insurance premiums at an annual interest rate of 5.50% over ten months . In July 2019 , we entered into an arrangement to finance $4.7 million in directors and officers insurance premiums at an annual interest rate of 4.94% over eight months . AP4 Debt . As of March 31, 2019, AP4 was not in compliance with the debt covenant regarding the ratio of consolidated EBITDA to debt service, which is an event of default. In April 2019, AP4 exercised its right to an equity cure, which allowed Sunnova Energy Corporation to contribute approximately $106,000 to AP4 and allowed AP4 to add such amount to consolidated EBITDA for purposes of recalculating the ratio as of March 31, 2019. Subsequent to the equity cure, AP4 is in compliance with the debt covenants under the AP4 financing agreement. In June 2019 , we amended the AP4 financing agreement to, among other things, (a) extend the maturity date from July 2020 to January 2021 , (b) decrease the applicable margin for LIBOR loans to 2.50% and (c) change the debt covenant regarding the ratio of consolidated EBITDA to debt service to be calculated based on collections from customers and other cash receipts and disbursements (instead of consolidated EBITDA). In connection with this amendment we repaid $5.0 million of outstanding borrowings under this facility. AP6WII Debt . In June 2019, we fully repaid the aggregate outstanding principal amount and terminated the AP6WII warehouse credit facility. EZOP Debt and Securitization . In March 2019, we amended the EZOP warehouse credit facility to, among other things, extend the maturity date from April 2019 to November 2022 and increase the aggregate committed amount to $200.0 million . TEPIH Debt . In March 2019, we fully repaid the aggregate outstanding principal amount under the TEPIH loan agreement and terminated the TEPIH loan agreement. TEPIIH Debt . In March 2019, we amended the TEPIIH warehouse credit facility to, among other things, extend the maturity date from August 2022 to November 2022, increase the aggregate committed amount to $150.0 million and increase the maximum commitment amount to $250.0 million . In September 2019, we further amended the TEPIIH warehouse credit facility to, among other things, cross-collateralize the TEPIIH warehouse credit facility with the TEPH warehouse credit facility and implement corresponding cross-default provisions. RAYSI Debt and Securitization . In March 2019 , we pooled and transferred eligible solar energy systems and the related asset receivables into RAYSI, a special purpose entity, that issued $118.1 million in aggregate principal amount of Series 2019-1 Class A solar asset-backed notes with a maturity date of April 2044 and $15.0 million in aggregate principal amount of Series 2019-1 Class B solar asset-backed notes with a maturity date of April 2034 . The notes were issued with no discount for Class A and at a discount of 6.50% for Class B and bearing interest at an annual rate equal to 4.95% and 6.35% , respectively. In June 2019 , RAYSI issued $6.4 million in aggregate principal amount of 2019-2 Class B solar asset-backed notes with a maturity date of April 2034 pursuant to a supplemental note purchase agreement at a discount rate of 10.50% and bearing interest at an annual rate equal to 6.35% . The notes issued by RAYSI are referred to as the "RAYSI Notes". The cash flows generated by these solar energy systems are used to service the semi-annual principal and interest payments on the RAYSI Notes and satisfy RAYSI's expenses, and any remaining cash can be distributed to Sunnova RAYS Depositor II, LLC, RAYSI's sole member. In connection with the RAYSI Notes, affiliates of Sunnova Energy Corporation receive a fee for managing and servicing the solar energy systems pursuant to management, servicing, facility administration and asset management agreements. In addition, we have guaranteed, among other things, (a) the obligations of certain of our subsidiaries to manage and service the solar energy systems pursuant to management, servicing, facility administration and asset management agreements, (b) the managing member’s obligations, in such capacity, under the related financing fund’s limited liability company agreement and (c) certain of our subsidiaries’ obligations to repurchase or substitute certain ineligible solar energy systems eventually sold to RAYSI pursuant to the related sale and contribution agreement. RAYSI is also required to maintain a liquidity reserve account, a supplemental reserve account for inverter replacement and financing fund purchase option exercises, a storage system reserve account and a cash trap reserve account for the benefit of the lenders under the RAYSI Notes, each of which must remain funded at all times to the levels specified in the RAYSI Notes. The creditors of RAYSI have no recourse to our other assets except as expressly set forth in the RAYSI Notes. The terms of the RAYSI Notes contain certain events of default, including failure to comply with the terms of the transaction documents, failure of certain representations and warranties in the transaction documents to be incorrect in any material respect, subject to certain notice and cure periods, or our failure to maintain ownership of RAYSI and related depositor, managing member and financing fund. If an event of default occurs, RAYSI noteholders will be entitled to take various actions, including the acceleration of amounts due under the aggregation credit facility and foreclosure on the interests of the managing member and the financings fund that have been pledged to the indenture trustee. In addition to these events of default, the RAYSI Notes are subject to unscheduled prepayment events, including (a) a debt service coverage ratio falling or remaining below certain levels, (b) the failure to maintain insurance, (c) the failure to repay the RAYSI Notes in full prior to the applicable anticipated repayment date or (d) the occurrence of an event of default. The occurrence of an unscheduled prepayment event or an event of default could result in the more rapid repayment of the RAYSI Notes and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the RAYSI Notes. HELIII Debt . In June 2019 , we pooled and transferred eligible solar loans and the related receivables into HELIII, a special purpose entity, that issued $139.7 million in aggregate principal amount of Series 2019-A Class A solar loan-backed notes, $14.9 million in aggregate principal amount of Series 2019-A Class B solar loan-backed notes and $13.0 million in aggregate principal amount of Series 2019-A Class C solar loan-backed notes (collectively, the "HELIII Notes") with a maturity date of June 2046 . The HELIII Notes were issued at a discount of 0.03% for Class A, 0.01% for Class B and 0.03% for Class C and bear interest at an annual rate of 3.75% , 4.49% and 5.32% , respectively. The cash flows generated by these solar loans are used to service the semi-annual principal and interest payments on the HELIII Notes and satisfy HELIII's expenses, and any remaining cash can be distributed to Sunnova Helios III Depositor, LLC, HELIII's sole member. In connection with the HELIII Notes, affiliates of Sunnova Energy Corporation receive a fee for managing and servicing the solar energy systems pursuant to management and servicing agreements. In addition, we have guaranteed, among other things, (a) the obligations of certain of our subsidiaries to manage and service the solar energy systems pursuant to management and servicing agreements, (b) the managing member’s obligations, in such capacity, under the related financing fund’s limited liability company agreement and (c) certain of our subsidiaries’ obligations to repurchase or substitute certain ineligible solar loans eventually sold to HELIII pursuant to the related sale and contribution agreement. HELIII is also required to maintain a reserve account, a supplemental reserve account for inverter replacement and a capitalized interest reserve account for the benefit of the holders of the HELIII Notes, each of which must remain funded at all times to the levels specified in the HELIII Notes. The creditors of HELIII have no recourse to our other assets except as expressly set forth in the HELIII Notes. TEPH Debt . In September 2019 , TEPH, a wholly owned subsidiary of SEI, entered into a warehouse credit facility with Credit Suisse AG, New York Branch, as administrative agent, and the lenders party thereto. The TEPH warehouse credit facility allows for borrowings based on the aggregate value of solar assets owned by subsidiaries of TEPH subject to certain excess concentration limitations. Under the TEPH warehouse credit facility, TEPH may borrow up to an initial aggregate committed amount of $100.0 million with a maximum commitment amount of $150.0 million and a maturity date of November 2022 . The proceeds from the warehouse credit facility are available for funding certain reserve accounts required by the warehouse credit facility, making distributions to the parent of TEPH and to service fees incurred in executing the warehouse credit facility. The warehouse credit facility is non-recourse to SEI and is secured by net cash flows from PPAs and leases available to the borrower after distributions to tax equity investors and payment of certain operating, maintenance and other expenses. This facility is cross-collateralized with the TEPIIH warehouse credit facility and contains corresponding cross-default provisions. Sunnova Energy Corporation guarantees the performance of certain affiliates who manage the collateral related to the credit facility as well as certain indemnity and repurchase obligations. Borrowings under the TEPH warehouse credit facility are made in Class A loans and Class B loans. The TEPH warehouse credit facility has an advance rate equal to approximately 60% of the value of the solar projects in the portfolio that have not yet begun construction and 80% of the value of the solar projects that have reached substantial completion. Interest on the borrowings under the TEPH warehouse credit facility is due quarterly. Borrowings under the TEPH warehouse credit facility bear interest at an annual rate of either LIBOR divided by a percentage equal to 100% minus a reserve percentage or a base rate (defined as, for any day, a rate of interest per annum equal to the highest of (a) the prime rate for such day and (b) the sum of the weighted average of the rates on overnight federal funds transactions with members of the federal reserve system arranged by federal funds brokers as published for such day plus 0.50% ), plus a margin of between 2.90% and 4.30% , which varies based on criteria including (a) whether the availability period has expired (which is expected to occur in May 2022 ), (b) whether a takeout transaction has occurred in the last 18 months and (c) the ratio of Class A loans to Class B loans outstanding at such time. The TEPH warehouse credit facility contains certain provisions in the event of default which entitle lenders to take certain actions including acceleration of amounts due under such facility. Fair Values of Long-Term Debt . The fair values of our long-term debt and the corresponding carrying amounts are as follows: As of September 30, 2019 As of December 31, 2018 Carrying Estimated Carrying Estimated (in thousands) Sunnova Energy Corporation senior secured notes $ — $ — $ 44,219 $ 43,781 Sunnova Energy Corporation convertible notes — — 16,500 16,442 Sunnova Energy Corporation notes payable 4,924 4,924 — — AP4 secured term loan 94,120 94,120 104,062 104,062 AP6WII warehouse credit facility — — 54,603 54,603 HELI solar asset-backed notes 222,305 225,385 235,357 229,766 LAPH secured term loan 43,314 43,314 44,205 44,205 EZOP warehouse credit facility 57,100 57,100 58,200 58,200 TEPIH secured term loan — — 110,595 110,595 TEPIIH warehouse credit facility 204,332 204,332 57,552 57,552 HELII solar asset-backed notes 254,314 289,799 262,700 274,857 RAYSI solar asset-backed notes 135,598 146,116 — — HELIII solar loan-backed notes 160,084 165,534 — — TEPH warehouse credit facility 33,575 33,575 — — Total (1) $ 1,209,666 $ 1,264,199 $ 987,993 $ 994,063 (1) Amounts exclude the net deferred financing costs and net debt discounts of $33.9 million and $28.1 million as of September 30, 2019 and December 31, 2018 , respectively. For the AP4, AP6WII, LAPH, EZOP, TEPIH, TEPIIH and TEPH debt, the estimated fair values as of September 30, 2019 and December 31, 2018 approximate the carrying amounts due primarily to the variable nature of the interest rates of the underlying instruments. For the notes payable, the estimated fair value as of September 30, 2019 approximates the carrying amount due primarily to the short-term nature of the instruments. For the senior secured notes and convertible notes as of December 31, 2018 , and for the HELI, HELII, RAYSI and HELIII debt as of September 30, 2019 and December 31, 2018 , we determined the estimated fair values based on a yield analysis of similar type debt. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Swaps on TEPIH Debt. In March 2019, the aggregate outstanding principal amount under the TEPIH loan agreement was fully repaid and all TEPIH swaps were settled. Interest Rate Swaps on AP6WII Debt. In June 2019, the aggregate outstanding principal amount under the AP6WII warehouse credit facility was fully repaid and all AP6WII swaps were settled. Interest Rate Swaps on TEPH Debt. In September 2019 , TEPH entered into interest rate swaps for an aggregate notional amount of $16.2 million with a fixed interest rate of 1.620% to economically hedge its exposure to the variable interest rates on a portion of the outstanding TEPH debt. Beginning in October 2022 , the notional amount of the interest rate swap decreases to match TEPH's estimated quarterly principal payments on the debt. The agreement became effective in September 2019 with a termination date of July 2032 . No collateral was posted for the interest rate swaps as they are secured under the TEPH loan agreement. The following table presents a summary of the outstanding derivative instruments: As of September 30, 2019 As of December 31, 2018 Fixed Aggregate Fixed Aggregate (in thousands, except interest rates) AP4 2.338% $ 100,551 2.338% $ 102,921 AP6WII —% — 2.402% - 3.254% 72,025 LAPH 3.409% 43,512 3.409% 44,205 EZOP 2.015% - 2.620% 47,542 1.900% - 3.014% 55,290 TEPIH —% — 2.350% - 3.104% 99,536 TEPIIH 2.310% - 3.383% 197,463 2.995% - 3.383% 54,675 TEPH 1.620% 16,225 —% — Total $ 405,293 $ 428,652 The following table presents the fair value of the interest rate swaps as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Other assets $ — $ 270 Other current liabilities (520 ) — Other long-term liabilities (37,633 ) (8,161 ) Total, net $ (38,153 ) $ (7,891 ) We did not designate the interest rate swaps and swaptions as hedging instruments for accounting purposes. As a result, we recognize changes in fair value immediately in interest expense, net. The following table presents the impact of the interest rate swaps and swaptions as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Realized (gain) loss $ 265 $ 168 $ 12,637 $ (10 ) Unrealized (gain) loss 12,813 (6,989 ) 30,262 (20,647 ) Total $ 13,078 $ (6,821 ) $ 42,899 $ (20,657 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective income tax rate is 0% for the three and nine months ended September 30, 2019 and 2018 . Total income tax differs from the amounts computed by applying the statutory income tax rate to loss before income tax primarily as a result of our valuation allowance. We assessed whether we had any significant uncertain tax positions related to open examination or other Internal Revenue Service ("IRS") issues and determined there were none . Accordingly, we recorded no reserve for uncertain tax positions. Should a provision for any interest or penalties relative to unrecognized tax benefits be necessary, it is our policy to accrue for such in our income tax accounts. There were no such accruals as of September 30, 2019 and December 31, 2018 and we do not expect a significant change in gross unrecognized tax benefits in the next twelve months. Our tax years 2012 through 2018 remain subject to examination by the IRS and the states and territories in which we operate. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Sunnova Debt . Certain of our affiliates who have representatives on our Board were holders of the senior secured notes and the convertible notes. In connection with our IPO we redeemed the senior secured notes for cash and the holders of the convertible notes converted the principal amount plus accrued and unpaid interest into shares of common stock. See Note 7, Long-Term Debt . We have classified these related transactions as such in the unaudited condensed consolidated balance sheet as of December 31, 2018 , the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 and the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 . Promissory Notes . In March 2018 , we entered into a bonus agreement with an executive officer providing that each year beginning in January 2019 , one-fourth of the outstanding loan balance (and related accrued and unpaid interest) under the promissory notes executed by that officer and an entity controlled by that officer, in favor of Sunnova Energy Corporation, in combined aggregate principal amounts totaling $1.7 million (the "Officer Notes"), was to be forgiven provided that officer remained employed through the applicable forgiveness date, such that the full amount of the Officer Notes would be forgiven as of January 2022 . In January 2019 , one-fourth of the balance of the Officer Notes was forgiven. In June 2019 , as additional bonus compensation, the remaining principal and interest in the amount of $1.4 million associated with the Officer Notes was forgiven and Sunnova Energy Corporation agreed to pay the officer a bonus to reimburse the officer for the expected tax liability associated with such forgiveness of $892,000 , which was paid in August 2019 . |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests In January 2019, we admitted tax equity investors as the Class A members of Sunnova TEP III, LLC ("TEPIII"), a subsidiary of Sunnova TEP III Manager, LLC which is the Class B member of TEPIII. The Class A members made a total capital commitment of $50.0 million . In June 2019, the Class A member of Sunnova TEP II, LLC increased its commitment from $30.0 million to $45.0 million . In August 2019 , we admitted a tax equity investor as the Class A member of Sunnova TEP IV-A, LLC ("TEPIVA"), a subsidiary of Sunnova TEP IV-A Manager, LLC, which is the Class B member of TEPIVA. The Class A member made a total capital commitment of $75.0 million . The carrying values of the redeemable noncontrolling interests were equal to the redemption values as of September 30, 2019 and December 31, 2018 , with the exception of TEPIVA, for which we are not required to carry a redemption value. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Series A and Series C Convertible Preferred Stock In connection with our IPO we converted 108,138,971 shares (or 46,351,877 shares as adjusted for the Reverse Stock Split) of our Series A convertible preferred stock and 32,958,645 shares (or 14,127,140 shares as adjusted for the Reverse Stock Split) of our Series C convertible preferred stock, which represented all the outstanding shares of our Series A convertible preferred stock and Series C convertible preferred stock, into 60,479,017 shares of our common stock. Series A Common Stock In connection with our IPO our Series A common stock was redesignated as common stock. Series B Common Stock In connection with our IPO we converted 23,870 shares of our non-voting Series B common stock, which represented all the outstanding shares of our Series B common stock, into 23,870 shares of our voting Series A common stock. Common Stock On July 24, 2019 , we priced 14,000,000 shares of common stock in our IPO at a public offering price of $12.00 per share and on July 25, 2019 our common stock began trading on the New York Stock Exchange under the symbol "NOVA". On August 19, 2019 , we issued and sold an additional 865,267 shares of our common stock at a public offering price of $12.00 per share pursuant to the underwriters' exercise of their option to purchase additional shares. We received aggregate net proceeds from our IPO of approximately $162.3 million , after deducting underwriting discounts and commissions of approximately $10.7 million and offering expenses of approximately $5.4 million . We recorded the offering costs in other assets in our consolidated balance sheets until closing, at which time the costs were reclassified to additional paid-in capital—common stock. We used a portion of the net proceeds from our IPO to redeem our senior secured notes. See Note 7, Long-Term Debt . We plan to use the remaining net proceeds from our IPO for general corporate purposes, including working capital, operating expenses, capital expenditures and repayment of indebtedness. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Effective December 2013 and January 2015, we established and adopted two stock option plans (collectively, the "Prior Plans") after approval by our Board. The Prior Plans provided the aggregate number of shares of common stock that may be issued pursuant to options shall not exceed 26,032 shares. No further awards may be made under the Prior Plans. Effective March 2016, we established and adopted a new stock option plan (the "2016 Plan") after approval by our Board. The 2016 Plan allowed for the issuance of non-qualified and incentive stock options. The 2016 Plan provided the aggregate number of shares of common stock that may be issued pursuant to options shall not exceed 4,288,950 shares. No further awards may be made under the 2016 Plan. In connection with our IPO approximately 50% of the non-vested stock options outstanding at that time, or 995,517 stock options, became exercisable and the vesting terms for all remaining stock options were amended so all stock options will be fully vested on the first anniversary of the closing date of our IPO. We recorded an additional $3.2 million of expense in July 2019 related to the accelerated vesting periods. In addition, the stock options awarded under the Prior Plans and the 2016 Plan were adjusted for the Reorganization. The adjusted awards are subject to the same vesting conditions applicable to the awards immediately prior to the Reorganization. In connection with our IPO our Board adopted the 2019 Long-Term Incentive Plan (the "LTIP") to incentivize employees, officers, directors and other service providers of SEI and its affiliates. The LTIP provides for the grant, from time to time, at the discretion of our Board or a committee thereof, of stock options, stock appreciation rights, stock awards, including restricted stock and restricted stock units, performance awards and cash awards. The LTIP provides the aggregate number of shares of common stock that may be issued pursuant to awards shall not exceed 5,229,318 shares. The number of shares available for issuance under the LTIP will be increased on the first day of each fiscal year beginning in 2020, in an amount equal to the lesser of (a) a number of shares such that the total number of shares that remain available for additional grants under the LTIP equals five percent of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year or (b) such number of shares determined by our Board. Awards granted under the LTIP contain a service condition and cease vesting for employees, consultants and directors upon termination of employment or service. During the three and nine months ended September 30, 2019 , we granted 1,406,061 restricted stock units to certain employees with a grant date fair value of $16.8 million , which will be recognized ratably over the applicable vesting period of each award (either one year , three years or seven years ). The Prior Plans and the 2016 Plan will only allow for settlement of stock options by the issuance of common stock and restricted stock units issued under the LTIP can generally only be settled by the issuance of common stock. Therefore, we classify the stock options and restricted stock units as equity awards. A third-party appraisal firm is used for valuation purposes as deemed necessary by us. We recognize the fair value of equity-based compensation awards as compensation cost in the financial statements, beginning on the grant date. We base compensation cost on the fair value of the awards we expect to vest, recognized over the service period, and adjusted for actual forfeitures that occur before vesting. During the three months ended September 30, 2019 and 2018 , we recognized $6.0 million and $774,000 , respectively, of compensation expense relating to equity-based compensation awards. During the nine months ended September 30, 2019 and 2018 , we recognized $7.0 million and $2.2 million , respectively, of compensation expense relating to equity-based compensation awards. Stock Options We used the following assumptions to apply the Black-Scholes option-pricing model to options granted during the nine months ended September 30, 2019 : Nine Months Ended Expected dividend yield 0.00% Risk-free interest rate 2.62% Expected term (in years) 7.94 Volatility 81% The expected volatility was calculated based on the average historical volatilities of publicly traded peer companies determined by us. The risk-free interest rate used was based on the U.S. treasury yield curve in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield is zero as we do not anticipate paying common stock dividends within the relevant time frame. The expected term has been estimated using the average of the contractual term and weighted average life of the options. The following table summarizes stock option activity: Number Weighted Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2018 4,808,390 $ 15.90 8.09 $ 129 Granted 94,295 $ 13.58 9.32 $ 3.11 Exercised (2,143 ) $ 1.85 $ 19 Forfeited (585,518 ) $ 15.89 $ 3.49 Outstanding, September 30, 2019 4,315,024 $ 15.86 7.34 $ 232 Exercisable, September 30, 2019 3,343,985 $ 15.86 7.14 $ 232 Vested and expected to vest, September 30, 2019 4,315,024 $ 15.86 7.34 $ 232 Non-vested, September 30, 2019 971,039 $ 3.52 The number of stock options that vested during the three months ended September 30, 2019 and 2018 was 1,020,026 and 1,016 , respectively. The number of stock options that vested during the nine months ended September 30, 2019 and 2018 was 1,764,125 and 577,594 , respectively. The grant date fair value of stock options that vested during the three months ended September 30, 2019 and 2018 was $3.6 million and an insignificant amount , respectively. The grant date fair value of stock options that vested during the nine months ended September 30, 2019 and 2018 was $6.0 million and $1.8 million , respectively. As of September 30, 2019 , there was $2.4 million of total unrecognized compensation expense related to stock options, which is expected to be recognized over the weighted average period of 0.4 years . Restricted Stock Units The following table summarizes restricted stock unit activity: Number of Weighted Outstanding, December 31, 2018 — Granted 1,406,061 $ 11.96 Forfeited (5,416 ) $ 12.00 Outstanding, September 30, 2019 1,400,645 $ 11.96 No restricted stock units vested during the three and nine months ended September 30, 2019 . As of September 30, 2019 , there was $15.4 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over the weighted average period of 2.5 years . |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The following table sets forth the computation of our basic and diluted net loss per share: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands, except share and per share amounts) Net loss attributable to stockholders $ (37,590 ) $ (6,634 ) $ (126,842 ) $ (33,418 ) Dividends earned on Series A convertible preferred stock — (9,437 ) (19,271 ) (26,765 ) Dividends earned on Series C convertible preferred stock — (1,794 ) (5,454 ) (3,340 ) Deemed dividends on convertible preferred stock exchange — — — (19,332 ) Net loss attributable to common stockholders—basic and diluted $ (37,590 ) $ (17,865 ) $ (151,567 ) $ (82,855 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.62 ) $ (2.07 ) $ (5.77 ) $ (9.60 ) Weighted average common shares outstanding—basic and diluted 60,890,129 8,634,541 26,245,493 8,634,484 The following table presents the weighted average shares of common stock equivalents that were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Stock option awards 5,277,414 4,643,750 4,693,647 4,139,837 Convertible preferred stock 18,337,539 54,801,458 45,405,229 51,247,129 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal. We are a party to a number of lawsuits, claims and governmental proceedings which are ordinary, routine matters incidental to our business. In addition, in the ordinary course of business, we periodically have disputes with dealers and customers. We do not expect the outcomes of these matters to have, either individually or in the aggregate, a material adverse effect on our financial position or results of operations. Performance Guarantee Obligations. As of September 30, 2019 , we recorded $5.7 million relating to our guarantee of certain specified minimum solar energy production output under our leases and loans, of which we include $3.9 million in other current liabilities and $1.8 million in other long-term liabilities in the unaudited condensed consolidated balance sheet. As of December 31, 2018 , we recorded $6.0 million relating to these guarantees, of which $2.6 million is included in other current liabilities and $3.5 million is included in other long-term liabilities in the unaudited condensed consolidated balance sheet. The changes in our aggregate performance guarantee obligations are as follows: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 6,044 $ 4,173 Accruals for obligations issued 2,259 2,314 Settlements made in cash (2,628 ) (1,047 ) Balance at end of period $ 5,675 $ 5,440 Operating and Finance Leases . We lease real estate and certain office equipment under operating leases and certain other office equipment under finance leases. The following table presents the detail of lease expense: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Operating lease expense $ 344 $ 243 $ 914 $ 729 Finance lease amortization of right-of-use assets 2 — 6 — Short-term lease expense 11 14 34 31 Variable lease expense 268 180 731 527 Sublease income (18 ) (12 ) (55 ) (51 ) Total $ 607 $ 425 $ 1,630 $ 1,236 The following table presents the detail of right-of-use assets and lease liabilities as recorded in other assets and other current liabilities/other long-term liabilities, respectively, in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Right-of-use assets: Operating leases $ 9,869 $ 2,586 Finance leases 6 — Total right-of-use assets $ 9,875 $ 2,586 Current lease liabilities: Operating leases $ 524 $ 871 Finance leases 7 — Long-term leases liabilities Operating leases 9,657 2,083 Total lease liabilities $ 10,188 $ 2,954 Other information related to leases was as follows: Nine Months Ended 2019 2018 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 819 $ 650 Financing cash flows from finance leases 7 — Right-of-use assets obtained in exchange for lease obligations: Operating leases 8,053 — Finance leases 13 — As of September 30, 2019 2018 Weighted average remaining lease term (years): Operating leases 9.68 3.64 Finance leases 0.92 — Weighted average discount rate: Operating leases 3.94 % 4.62 % Finance leases 4.26 % — % Future minimum lease payments under our non-cancelable leases as of September 30, 2019 were as follows: Operating Finance (in thousands) Remaining 2019 $ 368 $ 2 2020 1,019 5 2021 1,521 — 2022 1,559 — 2023 1,594 — 2024 and thereafter 9,234 — Total 15,295 7 Amount representing interest (2,703 ) — Amount representing leasehold incentives (2,411 ) — Present value of future payments 10,181 7 Current portion of lease liability (524 ) (7 ) Long-term portion of lease liability $ 9,657 $ — Future minimum lease payments under our non-cancelable leases as of December 31, 2018 were as follows: Operating (in thousands) 2019 $ 989 2020 842 2021 863 2022 512 2023 — 2024 and thereafter — Total 3,206 Amount representing interest (252 ) Present value of future payments 2,954 Current portion of lease liability (871 ) Long-term portion of lease liability $ 2,083 Letters of Credit . In connection with various security arrangements for an office lease and merchant banking activities, we have letters of credit outstanding of $725,000 as of September 30, 2019 and December 31, 2018 . The letters of credit are cash collateralized for the same amount or a lesser amount and this cash is classified as restricted cash. Guarantees or Indemnifications . We enter into contracts that include indemnifications and guarantee provisions. In general, we enter into contracts with indemnities for matters such as breaches of representations and warranties and covenants contained in the contract and/or against certain specified liabilities. Examples of these contracts include dealer agreements, debt agreements, asset purchases and sales agreements, service agreements and procurement agreements. We are unable to estimate our maximum potential exposure under these agreements until an event triggering payment occurs. We do not expect to make any material payments under these agreements. Dealer Commitments. As of September 30, 2019 , the net unamortized balance of payments to dealers for exclusivity and other similar arrangements was $32.4 million . Under these agreements, we paid $9.7 million and $31.7 million , during the three and nine months ended September 30, 2019 , respectively, and could be obligated to pay a maximum of approximately $26.3 million in 2020 , $24.2 million in 2021 , $25.2 million in 2022 and $1.0 million in 2023 , excluding additional amounts payable on a per watt basis if even higher thresholds are met. Purchase Commitments. In August 2019, we amended an agreement with a supplier in which we agreed to purchase a minimum amount of energy storage systems for five years. These purchases are recorded to inventory within other current assets in the consolidated balance sheets. Under this agreement, we could be obligated to make minimum purchases of approximately $6.1 million during the remainder of 2019 , $25.2 million in 2020 , $27.4 million in 2021 , $27.2 million in 2022 , $27.1 million in 2023 and $20.2 million in 2024 . Information Technology Commitments. We have certain long-term contractual commitments related to information technology software services and licenses. Future commitments as of September 30, 2019 were as follows: Information (in thousands) Remaining 2019 $ 2,650 2020 3,835 2021 3,269 2022 11 2023 — 2024 and thereafter — Total $ 9,765 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements ("interim financial statements") include our consolidated balance sheets, statements of operations, statements of redeemable noncontrolling interests and stockholders' equity and statements of cash flows and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") from records maintained by us. We have condensed or omitted certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. As such, these interim financial statements should be read in conjunction with our 2018 audited annual consolidated financial statements and accompanying notes included in the prospectus dated July 24, 2019 filed with the SEC pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended. The interim financial statements reflect all normal recurring adjustments necessary, in our opinion, to state fairly our financial position and results of operations for the reported periods. Amounts reported for interim periods may not be indicative of a full year period because of seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. Our interim financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation , we consolidate any VIE of which we are the primary beneficiary. We form VIEs with our investors in the ordinary course of business to facilitate the funding and monetization of certain attributes associated with our solar energy systems. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has (a) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We do not consolidate a VIE in which we have a majority ownership interest when we are not considered the primary beneficiary. We have considered the provisions within the contractual arrangements that grant us power to manage and make decisions that affect the operation of our VIEs, including determining the solar energy systems contributed to the VIEs, and the installation, operation and maintenance of the solar energy systems. We consider the rights granted to the other investors under the contractual arrangements to be more protective in nature rather than participating rights. As such, we have determined we are the primary beneficiary of our VIEs and evaluate our relationships with our VIEs on an ongoing basis to ensure we continue to be the primary beneficiary. We have eliminated all intercompany accounts and transactions in consolidation. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a significant impact on our interim financial statements. |
Use of Estimates | Use of Estimates The preparation of the interim financial statements requires us to make estimates and assumptions that affect the amounts reported in the interim financial statements and accompanying notes. We regularly make significant estimates and assumptions including, but not limited to, (a) the collectability of accounts receivable from customers and dealers, (b) the valuation of inventory, (c) the analysis of revenue recognition for PPAs and leases, (d) the assumptions for determining the performance guarantee obligations, (e) the collectability of customer notes receivable, (f) the allocation of consideration paid in connection with accounting for business combinations, (g) the useful lives of solar energy systems and other property and equipment and the capitalization methodology of the indirect costs on those assets, (h) the valuation of the assumptions regarding asset retirement obligations ("ARO"), (i) the assumptions and estimates utilized in determining any warranty obligations, (j) the determination of valuation allowances associated with deferred tax assets, (k) the assessment of asset impairments, (l) the assumptions and estimates utilized in determining the fair value of derivative instruments, (m) the assumptions and estimates utilized in determining equity-based compensation expense, (n) the redemption value of redeemable noncontrolling interests and (o) the discount rate used for operating and finance leases. We base our 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. |
Accounts Receivable | Accounts Receivable Accounts Receivable — Trade. Accounts receivable — trade primarily represents trade receivables from residential customers under PPAs and leases that are generally collected in the subsequent month and recorded at net realizable value. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible accounts receivable. We review our accounts receivable by aging category to identify customers with known disputes or collection issues. We write off accounts |
Inventory | Inventory |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or a liability. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: • Level 1—Observable inputs that reflect unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2—Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices 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 assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy must be determined based on the lowest level input that is significant to the fair value measurement. An assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability. Our financial instruments include accounts receivable, notes receivable, accounts payable, accrued expenses, long-term debt and interest rate swaps and swaptions. The carrying values of accounts receivable, accounts payable and accrued expenses approximate the fair values due to the fact that they are short-term in nature (Level 1). We estimate the fair value of our customer notes receivable based on interest rates currently offered under the loan program with similar maturities and terms (Level 3), though we did not elect the fair value option for this class of financial instruments. We estimate the fair value of our fixed-rate long-term debt, excluding the senior secured notes for which we selected the fair value option, based on interest rates currently offered for debt with similar maturities and terms (Level 3). We estimate the fair value of the senior secured notes based on a market approach model using Level 3 inputs that incorporates a binomial tree model and a discounted future cash flow model. We determine the fair values of the interest rate derivative transactions based on a discounted cash flow method using contractual terms of the transactions. The floating interest rate is based on observable rates consistent with the frequency of the interest cash flows (Level 2). See Note 6, Customer Notes Receivable , Note 7, Long-Term Debt and Note 8, Derivative Instruments . |
Derivative Instruments | Derivative Instruments Our derivative instruments consist of interest rate swaps and swaptions that are not designated as cash flow hedges or fair value hedges under accounting guidance. We use interest rate swaps and swaptions to manage our net exposure to interest rate changes. We record the derivatives in other current assets, other assets, other current liabilities and other long-term liabilities, as appropriate, in the consolidated balance sheets and the changes in fair value are recorded in interest expense, net in the consolidated statements of operations. We include unrealized gains and losses on derivatives as a non-cash reconciling item in operating activities in the consolidated statements of cash flows. We include realized gains and losses on derivatives as a change in components of operating assets and liabilities in operating activities in the consolidated statements of cash flows. See Note 8, Derivative Instruments . |
Revenue / Deferred Revenue | Deferred Revenue We recognize revenue from contracts with customers as we satisfy performance obligations at a transaction price reflecting an amount of consideration based upon an estimated rate of return. We express this rate of return as the solar rate per kWh in the customer contract. The amount of revenue we recognize does not equal customer cash payments because performance obligations are satisfied ahead of cash receipt or evenly as we provide continuous access on a stand-ready basis to the solar energy system. We reflect the differences between revenue recognition and cash payments received in accounts receivable, other assets or deferred revenue, as appropriate. Revenue allocated to remaining performance obligations represents contracted revenue we have not yet recognized and includes deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods. Contracted but not yet recognized revenue was approximately $1.1 billion as of September 30, 2019 , of which we expect to recognize approximately 4% over the next 12 months . We do not expect the annual recognition to vary significantly over approximately the next 20 years as the vast majority of existing solar service agreements have at least 20 years remaining , given the average age of the fleet of solar energy systems under contract is less than three years . PPAs. Customers purchase electricity from us under PPAs. Pursuant to ASC 606, we recognize revenue based upon the amount of electricity delivered as determined by remote monitoring equipment at solar rates specified under the PPAs. All customers must pass our credit evaluation process. The PPAs generally have a term of 25 years with an opportunity for customers to renew for up to an additional 10 years , via two 5 -year renewal options. Leases . We are the lessor under lease agreements for solar energy systems and energy storage systems, which do not meet the definition of a lease under ASC 842 and are accounted for as contracts with customers under ASC 606. We recognize revenue on a straight-line basis over the contract term as we satisfy our obligation to provide continuous access to the solar energy system. All customers must pass our credit evaluation process. The lease agreements generally have a term of 25 years with an opportunity for customers to renew for up to an additional 10 years , via two 5 -year renewal options. We have provided customers under our leases a performance guarantee that each solar energy system will achieve a certain specified minimum solar energy production output, which is a significant proportion of its expected output. The solar energy system may not achieve specified minimum solar energy production output due to natural fluctuations in the weather and equipment failures from exposure and wear and tear outside of our control, among other factors. We determine the amount of the guarantee based on a number of different factors, including: (a) the specific site information relating to the tilt of the panels, azimuth (a horizontal angle measured clockwise in degrees from a reference direction) of the panels, size of the system, and shading on site; (b) the calculated amount of available irradiance (amount of energy for a given flat surface facing a specific direction) based on historical average weather data and (c) the calculated amount of energy output of the solar energy system. While actual irradiance levels can significantly change year over year due to natural fluctuations in the weather, we expect the levels to average out over the term of a 25-year lease and to approximate the levels used in determining the amount of the performance guarantee. Generally, weather fluctuations are the most likely reason a solar energy system may not achieve a certain specified minimum solar energy production output. If the solar energy system does not produce the guaranteed production amount, we may be required to refund a portion of the previously remitted customer payments, where the repayment is calculated as the product of (a) the shortfall production amount and (b) the dollar amount (guaranteed rate) per kWh that is fixed throughout the term of the contract. These remittances of a customer's payments, if needed, are payable in January following the end of the first three years of the solar energy system's placed in service date and then every annual period thereafter. See Note 15, Commitments and Contingencies . Solar Renewable Energy Certificates. Each solar renewable energy certificate ("SREC") represents one MWh ( 1,000 kWh) generated by a solar energy system. SRECs can be sold with or without the actual electricity associated with the renewable-based generation source. We account for the SRECs we generate from our solar energy systems as governmental incentives with no costs incurred to obtain them and do not consider those SRECs output of the underlying solar energy systems. We classify these SRECs as inventory held until sold and delivered to third parties. As we did not incur costs to obtain these governmental incentives, the inventory carrying value for the SRECs was $0 as of September 30, 2019 and December 31, 2018 . We enter into economic hedges related to expected production of SRECs through forward contracts. The contracts require us to physically deliver the SRECs upon settlement. We recognize the related revenue under ASC 606 upon satisfaction of the performance obligation to transfer the SRECs to the stated counterparty. Payments are typically received within one month of transferring the SREC to the customer. The costs related to the sales of SRECs are limited to broker fees (included in cost of revenue—other), which are only paid in connection with certain transactions. Loans. See discussion of loan revenue in the "Loans" section below. Other Revenue. Other revenue includes certain state incentives, revenue from the direct sale of energy storage systems to customers and sales of service plans. We recognize revenue from state incentives in the periods in which they are incurred. We recognize revenue from the direct sale of energy storage systems in the period in which the storage components are placed in service. Service plans are available to customers whose solar energy system was not originally sold by Sunnova. We recognize revenue from service plan contracts over the life of the contract, which is typically five years. Loans We offer a loan program, under which the customer finances the purchase of a solar energy system through a solar service agreement, typically for a term of 25 years . We recognize cash payments received from customers on a monthly basis under our loan program (a) as revenue under ASC 606, to the extent attributable to payments for operations and maintenance services we provide, which we recognize as a stand-ready obligation on a straight-line basis over the term of the contract; (b) as interest income, to the extent attributable to earned interest on the contract; and (c) as a reduction of a note receivable included in current and long-term assets, to the extent attributable to a return of principal on the contract. To qualify for the loan program, a customer must pass our credit evaluation process, which requires the customer to have a minimum FICO score of 650 to 695 depending on certain circumstances, and we secure the loans with the solar energy systems financed. In determining the allowance for uncollectible notes receivable, we identify customers with known disputes or collection issues and consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. We write off customer notes receivable when they are deemed uncollectible. In addition, there were no customer notes receivable not accruing interest and an insignificant amount of past due customer notes receivable as of September 30, 2019 and December 31, 2018 . See Note 6, Customer Notes Receivable |
Equity-Based Compensation | Equity-Based Compensation We account for equity-based compensation, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards. Equity-based compensation expense includes the compensation cost for all share-based awards granted to employees, consultants and members of our board of directors (our "Board") based on the grant date fair value estimate. This also applies to awards modified, repurchased, or canceled during the periods |
New Accounting Guidance | New Accounting Guidance New accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted as of the specified effective date. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses , which will require entities to use a forward-looking expected loss approach instead of the incurred loss approach in effect today when estimating the allowance for credit losses. This ASU is effective for annual and interim reporting periods in 2020. In 2018 and 2019, the FASB issued the following ASUs related to ASU 2016-13: ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , and ASU 2019-05, Financial Instruments—Credit Losses: Targeted Transition Relief . The supplemental ASUs must be adopted simultaneously with ASU 2016-13. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements. This ASU is effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which requires certain implementation costs to be capitalized. This ASU is effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our consolidated financial statements and related disclosures. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to clarify and address implementation issues around the new standards related to credit losses, hedging and recognizing and measuring financial instruments. Amendments in this ASU related to credit losses and hedging have the same effective dates as the respective standards unless an entity has already adopted the standards, in which case the amendments are effective for annual and interim reporting periods in 2020. Amendments in this ASU related to recognizing and measuring financial instruments are effective for annual and interim reporting periods in 2020. We have not yet determined the potential impact of this ASU on our financial statements and related disclosures. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections , to reflect the recently adopted amendments to the SEC final rules that were done to modernize and simplify certain reporting requirements for public companies, investment advisers and investment companies. This ASU is effective upon issuance and did not have a significant impact on our consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Changes in the Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts recorded against accounts receivable — trade, net in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 723 $ 427 Bad debt expense 1,149 712 Write off of uncollectible accounts (1,076 ) (605 ) Recoveries 65 38 Balance at end of period $ 861 $ 572 |
Schedule of Inventory | The following table presents the detail of inventory as recorded in other current assets in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Energy storage systems and components $ 16,921 $ 8,394 Modules and inverters 43 433 Meters 161 360 Total $ 17,125 $ 9,187 |
Schedule of Fair Value of Financial Liabilities | The following table summarizes the change in fair value of our financial liabilities accounted for at fair value on a recurring basis using Level 3 inputs as recorded in long-term debt, net—affiliates in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ — $ — Additions 55,506 — Change in fair value 730 — Extinguishment (56,236 ) — Balance at end of period $ — $ — |
Disaggregation of Revenue | The following table presents the detail of revenue as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) PPA revenue $ 14,329 $ 11,508 $ 37,895 $ 30,255 Lease revenue 10,238 8,452 29,496 23,833 Solar renewable energy certificate revenue 10,603 9,944 26,911 23,806 Loan revenue 418 251 1,152 653 Other revenue 1,027 274 2,488 629 Total $ 36,615 $ 30,429 $ 97,942 $ 79,176 |
Changes in Allowance for Customer Notes Receivable | The following table presents the changes in the allowance for losses recorded against customer notes receivable in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 710 $ 602 Bad debt expense 278 123 Write off of uncollectible accounts (39 ) (113 ) Balance at end of period $ 949 $ 612 |
Deferred Revenue Schedule | The following table presents the detail of deferred revenue as recorded in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Loans $ 39,481 $ 27,793 PPAs and leases 7,414 6,255 Total (1) $ 46,895 $ 34,048 (1) Of this amount, $1.3 million and $1.6 million is recorded in other current liabilities as of September 30, 2019 and December 31, 2018 , respectively. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following table presents the detail of property and equipment, net as recorded in the unaudited condensed consolidated balance sheets: Useful Lives As of As of (in years) (in thousands) Solar energy systems 35 $ 1,567,521 $ 1,311,458 Construction in progress 141,432 77,847 AROs 30 20,335 17,381 Information technology systems 3 20,488 17,380 Computers and equipment 3-5 1,489 1,251 Leasehold improvements 3-6 883 883 Furniture and fixtures 7 735 735 Vehicles 4 885 548 Other 5-6 147 52 Property and equipment, gross 1,753,915 1,427,535 Less: accumulated depreciation (133,867 ) (99,078 ) Property and equipment, net $ 1,620,048 $ 1,328,457 |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Captions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | The following table presents the detail of other current assets as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Inventory $ 17,125 $ 9,187 Current portion of customer notes receivable 11,652 7,601 Prepaid assets 9,626 2,739 Current portion of other notes receivable 1,006 1,522 Deferred receivables 2,961 555 Restricted cash 16,688 5,190 Total $ 59,058 $ 26,794 |
Schedule of Other Current Liabilities | The following table presents the detail of other current liabilities as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Interest payable $ 7,257 $ 8,150 Current portion of performance guarantee obligations 3,885 2,580 Current portion of lease liability 531 871 Deferred revenue 1,286 1,593 Other 542 20 Total $ 13,501 $ 13,214 |
AROs (Tables)
AROs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Changes in AROs | The following table presents the changes in AROs as recorded in other long-term liabilities in the unaudited condensed consolidated balance sheets: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 20,033 $ 15,347 Additional obligations incurred 2,980 2,854 Accretion expense 989 891 Other (32 ) (36 ) Balance at end of period $ 23,970 $ 19,056 |
Customer Notes Receivable (Tabl
Customer Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Fair Values of Notes Receivable and Corresponding Carrying Amounts | The fair values of our customer notes receivable and the corresponding carrying amounts are as follows: As of September 30, 2019 As of December 31, 2018 Carrying Estimated Carrying Estimated (in thousands) Customer notes receivable $ 266,722 $ 266,592 $ 179,632 $ 179,990 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the detail of long-term debt, net and long-term debt, net—affiliates as recorded in the unaudited condensed consolidated balance sheets: Nine Months Ended As of September 30, 2019 Year Ended As of December 31, 2018 Long-term Current Long-term Current (in thousands, except interest rates) Sunnova Energy Corporation Senior secured notes 10.02 % $ — $ — 14.89 % $ 40,000 $ — Convertible notes 13.34 % — — 12.20 % — 15,000 Notes payable 2.97 % — 4,924 — — Paid-in-kind — — 4,219 1,500 Deferred financing costs, net — — (38 ) — AP4 Secured term loan 5.82 % 88,197 5,923 5.25 % 101,026 3,036 Debt discount, net (553 ) — (202 ) — Deferred financing costs, net (239 ) — (418 ) — AP6WII Warehouse credit facility 10.01 % — — 8.47 % 54,603 — Deferred financing costs, net — — (309 ) — HELI Solar asset-backed notes 6.57 % 213,631 8,674 6.47 % 224,835 10,522 Debt discount, net (3,382 ) — (4,124 ) — Deferred financing costs, net (5,967 ) — (7,217 ) — LAPH Secured term loan 7.79 % 41,952 1,362 8.36 % 43,167 1,038 Debt discount, net (436 ) — (552 ) — Deferred financing costs, net (388 ) — (482 ) — EZOP Warehouse credit facility 7.14 % 57,100 — 9.68 % 58,200 — Debt discount, net (2,301 ) — — — TEPIH Secured term loan 25.17 % — — 6.55 % 107,239 3,356 Debt discount, net — — (62 ) — Deferred financing costs, net — — (4,892 ) — TEPIIH Warehouse credit facility 6.50 % 204,332 — 8.41 % 57,552 — Debt discount, net (2,366 ) — (1,710 ) — Deferred financing costs, net — — (1,612 ) — HELII Solar asset-backed notes 5.78 % 241,309 13,005 5.60 % 253,687 9,013 Debt discount, net (50 ) — (55 ) — Deferred financing costs, net (6,077 ) — (6,425 ) — RAYSI Solar asset-backed notes 5.50 % 129,636 5,962 — — Debt discount, net (1,588 ) — — — Deferred financing costs, net (4,863 ) — — — HELIII Solar loan-backed notes 4.01 % 140,530 19,554 — — Debt discount, net (2,557 ) — — — Deferred financing costs, net (2,426 ) — — — TEPH Warehouse credit facility 7.81 % 33,575 — — — Debt discount, net (700 ) — — — Total $ 1,116,369 $ 59,404 $ 916,430 $ 43,465 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Fair Values of Long-Term Debt . The fair values of our long-term debt and the corresponding carrying amounts are as follows: As of September 30, 2019 As of December 31, 2018 Carrying Estimated Carrying Estimated (in thousands) Sunnova Energy Corporation senior secured notes $ — $ — $ 44,219 $ 43,781 Sunnova Energy Corporation convertible notes — — 16,500 16,442 Sunnova Energy Corporation notes payable 4,924 4,924 — — AP4 secured term loan 94,120 94,120 104,062 104,062 AP6WII warehouse credit facility — — 54,603 54,603 HELI solar asset-backed notes 222,305 225,385 235,357 229,766 LAPH secured term loan 43,314 43,314 44,205 44,205 EZOP warehouse credit facility 57,100 57,100 58,200 58,200 TEPIH secured term loan — — 110,595 110,595 TEPIIH warehouse credit facility 204,332 204,332 57,552 57,552 HELII solar asset-backed notes 254,314 289,799 262,700 274,857 RAYSI solar asset-backed notes 135,598 146,116 — — HELIII solar loan-backed notes 160,084 165,534 — — TEPH warehouse credit facility 33,575 33,575 — — Total (1) $ 1,209,666 $ 1,264,199 $ 987,993 $ 994,063 (1) Amounts exclude the net deferred financing costs and net debt discounts of $33.9 million and $28.1 million as of September 30, 2019 and December 31, 2018 , respectively. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Derivative Instruments | The following table presents a summary of the outstanding derivative instruments: As of September 30, 2019 As of December 31, 2018 Fixed Aggregate Fixed Aggregate (in thousands, except interest rates) AP4 2.338% $ 100,551 2.338% $ 102,921 AP6WII —% — 2.402% - 3.254% 72,025 LAPH 3.409% 43,512 3.409% 44,205 EZOP 2.015% - 2.620% 47,542 1.900% - 3.014% 55,290 TEPIH —% — 2.350% - 3.104% 99,536 TEPIIH 2.310% - 3.383% 197,463 2.995% - 3.383% 54,675 TEPH 1.620% 16,225 —% — Total $ 405,293 $ 428,652 |
Fair Value of Interest Rate Swaps | The following table presents the fair value of the interest rate swaps as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Other assets $ — $ 270 Other current liabilities (520 ) — Other long-term liabilities (37,633 ) (8,161 ) Total, net $ (38,153 ) $ (7,891 ) Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Realized (gain) loss $ 265 $ 168 $ 12,637 $ (10 ) Unrealized (gain) loss 12,813 (6,989 ) 30,262 (20,647 ) Total $ 13,078 $ (6,821 ) $ 42,899 $ (20,657 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Assumptions | We used the following assumptions to apply the Black-Scholes option-pricing model to options granted during the nine months ended September 30, 2019 : Nine Months Ended Expected dividend yield 0.00% Risk-free interest rate 2.62% Expected term (in years) 7.94 Volatility 81% |
Stock Option Activity | The following table summarizes stock option activity: Number Weighted Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2018 4,808,390 $ 15.90 8.09 $ 129 Granted 94,295 $ 13.58 9.32 $ 3.11 Exercised (2,143 ) $ 1.85 $ 19 Forfeited (585,518 ) $ 15.89 $ 3.49 Outstanding, September 30, 2019 4,315,024 $ 15.86 7.34 $ 232 Exercisable, September 30, 2019 3,343,985 $ 15.86 7.14 $ 232 Vested and expected to vest, September 30, 2019 4,315,024 $ 15.86 7.34 $ 232 Non-vested, September 30, 2019 971,039 $ 3.52 |
Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity: Number of Weighted Outstanding, December 31, 2018 — Granted 1,406,061 $ 11.96 Forfeited (5,416 ) $ 12.00 Outstanding, September 30, 2019 1,400,645 $ 11.96 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of our basic and diluted net loss per share: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands, except share and per share amounts) Net loss attributable to stockholders $ (37,590 ) $ (6,634 ) $ (126,842 ) $ (33,418 ) Dividends earned on Series A convertible preferred stock — (9,437 ) (19,271 ) (26,765 ) Dividends earned on Series C convertible preferred stock — (1,794 ) (5,454 ) (3,340 ) Deemed dividends on convertible preferred stock exchange — — — (19,332 ) Net loss attributable to common stockholders—basic and diluted $ (37,590 ) $ (17,865 ) $ (151,567 ) $ (82,855 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.62 ) $ (2.07 ) $ (5.77 ) $ (9.60 ) Weighted average common shares outstanding—basic and diluted 60,890,129 8,634,541 26,245,493 8,634,484 |
Schedule of Antidilutive Weighted Average Shares | The following table presents the weighted average shares of common stock equivalents that were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Stock option awards 5,277,414 4,643,750 4,693,647 4,139,837 Convertible preferred stock 18,337,539 54,801,458 45,405,229 51,247,129 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Performance Guarantee Obligations | The changes in our aggregate performance guarantee obligations are as follows: As of September 30, 2019 2018 (in thousands) Balance at beginning of period $ 6,044 $ 4,173 Accruals for obligations issued 2,259 2,314 Settlements made in cash (2,628 ) (1,047 ) Balance at end of period $ 5,675 $ 5,440 |
Lease Expense | Other information related to leases was as follows: Nine Months Ended 2019 2018 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 819 $ 650 Financing cash flows from finance leases 7 — Right-of-use assets obtained in exchange for lease obligations: Operating leases 8,053 — Finance leases 13 — As of September 30, 2019 2018 Weighted average remaining lease term (years): Operating leases 9.68 3.64 Finance leases 0.92 — Weighted average discount rate: Operating leases 3.94 % 4.62 % Finance leases 4.26 % — % Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Operating lease expense $ 344 $ 243 $ 914 $ 729 Finance lease amortization of right-of-use assets 2 — 6 — Short-term lease expense 11 14 34 31 Variable lease expense 268 180 731 527 Sublease income (18 ) (12 ) (55 ) (51 ) Total $ 607 $ 425 $ 1,630 $ 1,236 |
Lease Assets And Liabilities | The following table presents the detail of right-of-use assets and lease liabilities as recorded in other assets and other current liabilities/other long-term liabilities, respectively, in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Right-of-use assets: Operating leases $ 9,869 $ 2,586 Finance leases 6 — Total right-of-use assets $ 9,875 $ 2,586 Current lease liabilities: Operating leases $ 524 $ 871 Finance leases 7 — Long-term leases liabilities Operating leases 9,657 2,083 Total lease liabilities $ 10,188 $ 2,954 |
Finance Lease, Future Minimum Lease Payments | Future minimum lease payments under our non-cancelable leases as of September 30, 2019 were as follows: Operating Finance (in thousands) Remaining 2019 $ 368 $ 2 2020 1,019 5 2021 1,521 — 2022 1,559 — 2023 1,594 — 2024 and thereafter 9,234 — Total 15,295 7 Amount representing interest (2,703 ) — Amount representing leasehold incentives (2,411 ) — Present value of future payments 10,181 7 Current portion of lease liability (524 ) (7 ) Long-term portion of lease liability $ 9,657 $ — |
Operating Lease, Future Minimum Lease Payments | Future minimum lease payments under our non-cancelable leases as of September 30, 2019 were as follows: Operating Finance (in thousands) Remaining 2019 $ 368 $ 2 2020 1,019 5 2021 1,521 — 2022 1,559 — 2023 1,594 — 2024 and thereafter 9,234 — Total 15,295 7 Amount representing interest (2,703 ) — Amount representing leasehold incentives (2,411 ) — Present value of future payments 10,181 7 Current portion of lease liability (524 ) (7 ) Long-term portion of lease liability $ 9,657 $ — Future minimum lease payments under our non-cancelable leases as of December 31, 2018 were as follows: Operating (in thousands) 2019 $ 989 2020 842 2021 863 2022 512 2023 — 2024 and thereafter — Total 3,206 Amount representing interest (252 ) Present value of future payments 2,954 Current portion of lease liability (871 ) Long-term portion of lease liability $ 2,083 |
Future Commitments | Future commitments as of September 30, 2019 were as follows: Information (in thousands) Remaining 2019 $ 2,650 2020 3,835 2021 3,269 2022 11 2023 — 2024 and thereafter — Total $ 9,765 |
Description of Business and B_2
Description of Business and Basis of Presentation - Narrative (Details) customer in Thousands | Jul. 29, 2019 | Sep. 30, 2019customerstaterenewal_option |
Subsequent Event [Line Items] | ||
Number of customers | customer | 72 | |
Number of states in which entity operates (more than) | state | 20 | |
Agreement term | 25 years | |
Reverse stock split ratio | 0.4286 | |
Lease and Power Purchase Agreement (PPA) | ||
Subsequent Event [Line Items] | ||
Number of options to renew term | renewal_option | 2 | |
Renewal term | 5 years |
Significant Accounting Polici_4
Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 723 | $ 427 |
Bad debt expense | 1,149 | 712 |
Write off of uncollectible accounts | (1,076) | (605) |
Recoveries | 65 | 38 |
Balance at end of period | $ 861 | $ 572 |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Inventory | $ 17,125 | $ 9,187 |
Energy storage systems and components | ||
Inventory [Line Items] | ||
Inventory | 16,921 | 8,394 |
Modules and inverters | ||
Inventory [Line Items] | ||
Inventory | 43 | 433 |
Meters | ||
Inventory [Line Items] | ||
Inventory | $ 161 | $ 360 |
Significant Accounting Polici_6
Significant Accounting Policies - Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 0 | $ 0 |
Additions | 55,506 | 0 |
Change in fair value | 730 | 0 |
Extinguishment | (56,236) | 0 |
Balance at end of period | $ 0 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 36,615 | $ 30,429 | $ 97,942 | $ 79,176 |
PPA revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,329 | 11,508 | 37,895 | 30,255 |
Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,238 | 8,452 | 29,496 | 23,833 |
Solar renewable energy certificate revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,603 | 9,944 | 26,911 | 23,806 |
Loan revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 418 | 251 | 1,152 | 653 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,027 | $ 274 | $ 2,488 | $ 629 |
Significant Accounting Polici_8
Significant Accounting Policies - Performance Obligations (Details) $ in Billions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Contracted but not yet recognized revenue | $ 1.1 |
Performance obligation, description of timing | We do not expect the annual recognition to vary significantly over approximately the next 20 years as the vast majority of existing solar service agreements have at least 20 years remaining |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but not yet recognized revenue, percentage | 4.00% |
Contracted but not yet recognized revenue, expected timing of satisfaction | 12 months |
Significant Accounting Polici_9
Significant Accounting Policies - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2019USD ($)kWhFICO_scorerenewal_option | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Average age of solar systems | 3 years | |
Agreement term | 25 years | |
Inventory | $ 17,125,000 | $ 9,187,000 |
Note receivables not accruing interest | $ 0 | 0 |
PPA revenue | ||
Disaggregation of Revenue [Line Items] | ||
Agreement term | 25 years | |
Renewal term | 5 years | |
Number of options to renew term | renewal_option | 2 | |
Lease revenue | ||
Disaggregation of Revenue [Line Items] | ||
Agreement term | 25 years | |
Renewal term | 5 years | |
Number of options to renew term | renewal_option | 2 | |
Remittances of customer payments, period after placed in service date | 3 years | |
Solar renewable energy certificate revenue | ||
Disaggregation of Revenue [Line Items] | ||
Energy per certificate (in kWhs) | kWh | 1,000 | |
Typical period for receiving payment | 1 month | |
Loan revenue | ||
Disaggregation of Revenue [Line Items] | ||
Agreement term | 25 years | |
Solar Renewable Energy Certificates | ||
Disaggregation of Revenue [Line Items] | ||
Inventory | $ 0 | $ 0 |
Minimum | Loan revenue | ||
Disaggregation of Revenue [Line Items] | ||
Minimum FICO score required for customer to qualify for program | FICO_score | 650 | |
Maximum | PPA revenue | ||
Disaggregation of Revenue [Line Items] | ||
Renewal term | 10 years | |
Maximum | Lease revenue | ||
Disaggregation of Revenue [Line Items] | ||
Renewal term | 10 years | |
Maximum | Loan revenue | ||
Disaggregation of Revenue [Line Items] | ||
Minimum FICO score required for customer to qualify for program | FICO_score | 695 |
Significant Accounting Polic_10
Significant Accounting Policies - Customer Notes Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 710 | $ 602 |
Bad debt expense | 278 | 123 |
Write off of uncollectible accounts | (39) | (113) |
Balance at end of period | $ 949 | $ 612 |
Significant Accounting Polic_11
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 46,895 | $ 34,048 |
Deferred revenue included in other current liabilities | 1,286 | 1,593 |
Loans | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 39,481 | 27,793 |
PPAs and leases | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 7,414 | $ 6,255 |
Significant Accounting Polic_12
Significant Accounting Policies - Dealer Commitments (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Customer agreement, average term | 23 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,753,915 | $ 1,427,535 |
Less: accumulated depreciation | (133,867) | (99,078) |
Property and equipment, net | $ 1,620,048 | 1,328,457 |
Solar energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 35 years | |
Property and equipment, gross | $ 1,567,521 | 1,311,458 |
Less: accumulated depreciation | (118,200) | (87,600) |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 141,432 | 77,847 |
AROs | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 30 years | |
Property and equipment, gross | $ 20,335 | 17,381 |
Information technology systems | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Property and equipment, gross | $ 20,488 | 17,380 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,489 | 1,251 |
Computers and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Computers and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 883 | 883 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 6 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Property and equipment, gross | $ 735 | 735 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 4 years | |
Property and equipment, gross | $ 885 | 548 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 147 | $ 52 |
Other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 6 years |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Captions - Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory | $ 17,125 | $ 9,187 | |
Current portion of customer notes receivable | 11,652 | 7,601 | |
Prepaid assets | 9,626 | 2,739 | |
Current portion of other notes receivable | 1,006 | 1,522 | |
Deferred receivables | 2,961 | 555 | |
Restricted cash | 16,688 | 5,190 | $ 368 |
Total | $ 59,058 | $ 26,794 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Captions - Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest payable | $ 7,257 | $ 8,150 |
Current portion of performance guarantee obligations | 3,885 | 2,580 |
Current portion of lease liability | 531 | 871 |
Deferred revenue | 1,286 | 1,593 |
Other | 542 | 20 |
Total | $ 13,501 | $ 13,214 |
AROs (Details)
AROs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 20,033 | $ 15,347 |
Additional obligations incurred | 2,980 | 2,854 |
Accretion expense | 989 | 891 |
Other | (32) | (36) |
Balance at end of period | $ 23,970 | $ 19,056 |
Customer Notes Receivable - Nar
Customer Notes Receivable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Agreement term | 25 years | ||||
Current portion of notes receivable | $ 11,652 | $ 11,652 | $ 7,601 | ||
Non-current portion of notes receivable | 255,070 | 255,070 | 172,031 | ||
Loan systems not yet placed in service | 32,200 | 32,200 | 20,400 | ||
Interest income | 3,407 | $ 1,763 | 8,868 | $ 4,373 | |
Customer Notes Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Notes receivable | 266,700 | 266,700 | 179,600 | ||
Current portion of notes receivable | 11,700 | 11,700 | 7,600 | ||
Non-current portion of notes receivable | 255,100 | 255,100 | $ 172,000 | ||
Interest income | $ 3,100 | $ 1,700 | $ 8,200 | $ 4,200 | |
Loan revenue | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Agreement term | 25 years |
Customer Notes Receivable - Fai
Customer Notes Receivable - Fair Value of Customer Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Carrying Value | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer notes receivable | $ 266,722 | $ 179,632 |
Estimated Fair Value | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer notes receivable | $ 266,592 | $ 179,990 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Long-term debt, non-current | $ 1,116,369 | $ 916,430 |
Long-term debt, current | 59,404 | 43,465 |
Sunnova Energy Corporation | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net, non-current | 0 | (38) |
Deferred financing costs, net, current | $ 0 | $ 0 |
Sunnova Energy Corporation | Senior secured notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 10.02% | 14.89% |
Long-term debt, gross, non-current | $ 0 | $ 40,000 |
Long-term debt, gross, current | $ 0 | $ 0 |
Sunnova Energy Corporation | Convertible notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 13.34% | 12.20% |
Long-term debt, gross, non-current | $ 0 | $ 0 |
Long-term debt, gross, current | $ 0 | 15,000 |
Sunnova Energy Corporation | Notes payable | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 2.97% | |
Long-term debt, gross, non-current | $ 0 | 0 |
Long-term debt, gross, current | 4,924 | 0 |
Sunnova Energy Corporation | Paid-in-kind | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross, non-current | 0 | 4,219 |
Long-term debt, gross, current | 0 | 1,500 |
AP4 | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (553) | (202) |
Deferred financing costs, net, non-current | (239) | (418) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
AP4 | Secured term loan | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 5.82% | 5.25% |
Long-term debt, gross, non-current | $ 88,197 | $ 101,026 |
Long-term debt, gross, current | 5,923 | 3,036 |
AP6WII | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net, non-current | 0 | (309) |
Deferred financing costs, net, current | $ 0 | $ 0 |
AP6WII | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 10.01% | 8.47% |
Long-term debt, gross, non-current | $ 0 | $ 54,603 |
Long-term debt, gross, current | 0 | 0 |
HELI | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (3,382) | (4,124) |
Deferred financing costs, net, non-current | (5,967) | (7,217) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
HELI | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 6.57% | 6.47% |
Long-term debt, gross, non-current | $ 213,631 | $ 224,835 |
Long-term debt, gross, current | 8,674 | 10,522 |
LAPH | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (436) | (552) |
Deferred financing costs, net, non-current | (388) | (482) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
LAPH | Secured term loan | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 7.79% | 8.36% |
Long-term debt, gross, non-current | $ 41,952 | $ 43,167 |
Long-term debt, gross, current | 1,362 | 1,038 |
EZOP | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (2,301) | 0 |
Debt discount, net, current | $ 0 | $ 0 |
EZOP | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 7.14% | 9.68% |
Long-term debt, gross, non-current | $ 57,100 | $ 58,200 |
Long-term debt, gross, current | 0 | 0 |
TEPIH | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | 0 | (62) |
Deferred financing costs, net, non-current | 0 | (4,892) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
TEPIH | Secured term loan | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 25.17% | 6.55% |
Long-term debt, gross, non-current | $ 0 | $ 107,239 |
Long-term debt, gross, current | 0 | 3,356 |
TEPIIH | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (2,366) | (1,710) |
Deferred financing costs, net, non-current | 0 | (1,612) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
TEPIIH | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 6.50% | 8.41% |
Long-term debt, gross, non-current | $ 204,332 | $ 57,552 |
Long-term debt, gross, current | 0 | 0 |
HELII | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (50) | (55) |
Deferred financing costs, net, non-current | (6,077) | (6,425) |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | $ 0 |
HELII | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 5.78% | 5.60% |
Long-term debt, gross, non-current | $ 241,309 | $ 253,687 |
Long-term debt, gross, current | 13,005 | 9,013 |
RAYSI | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (1,588) | 0 |
Deferred financing costs, net, non-current | (4,863) | 0 |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | 0 |
RAYSI | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 5.50% | |
Long-term debt, gross, non-current | $ 129,636 | 0 |
Long-term debt, gross, current | 5,962 | 0 |
HELIII | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (2,557) | 0 |
Deferred financing costs, net, non-current | (2,426) | 0 |
Debt discount, net, current | 0 | 0 |
Deferred financing costs, net, current | $ 0 | 0 |
HELIII | Solar loan-backed notes | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 4.01% | |
Long-term debt, gross, non-current | $ 140,530 | 0 |
Long-term debt, gross, current | 19,554 | 0 |
TEPH | ||
Debt Instrument [Line Items] | ||
Debt discount, net, non-current | (700) | 0 |
Debt discount, net, current | $ 0 | 0 |
TEPH | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rates | 7.81% | |
Long-term debt, gross, non-current | $ 33,575 | 0 |
Long-term debt, gross, current | $ 0 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jul. 29, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 01, 2019 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 10,645,000 | $ 0 | ||||||||
Unrealized loss on fair value election | 97,000 | $ 0 | ||||||||||
Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | 209,300,000 | 209,300,000 | ||||||||||
EZOP | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | 142,900,000 | 142,900,000 | ||||||||||
Maximum commitment amount | $ 200,000,000 | |||||||||||
TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | 66,400,000 | 66,400,000 | ||||||||||
Maximum commitment amount | 150,000,000 | 150,000,000 | ||||||||||
Aggregate committed amount | $ 100,000,000 | $ 100,000,000 | ||||||||||
Sunnova Energy Corporation | Senior secured notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 12.00% | 9.50% | ||||||||||
Percent of cash payable quarterly | 4.75% | |||||||||||
Percent of payment-in-kind quarterly | 4.75% | |||||||||||
Loss on extinguishment of debt | $ 10,600,000 | |||||||||||
Repayment of long-term debt | $ 57,100,000 | |||||||||||
Principal amount of debt issued | $ 56,200,000 | |||||||||||
Unrealized loss on fair value election | $ 730,000 | |||||||||||
Sunnova Energy Corporation | Notes payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 4.94% | 5.50% | ||||||||||
Principal amount of debt issued | $ 4,700,000 | $ 1,900,000 | ||||||||||
Term | 8 months | 10 months | ||||||||||
AP4 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Equity cure contribution | $ 106,000 | |||||||||||
AP4 | Secured term loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of long-term debt | $ 5,000,000 | |||||||||||
TEPIIH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum commitment amount | $ 250,000,000 | |||||||||||
Aggregate committed amount | $ 150,000,000 | |||||||||||
RAYSI | Asset-backed Securities, 2019-01 Class A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 4.95% | |||||||||||
Principal amount of debt issued | $ 118,100,000 | |||||||||||
Discount percent | 0.00% | |||||||||||
RAYSI | Asset-backed Securities, 2019-01 Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 6.35% | |||||||||||
Principal amount of debt issued | $ 15,000,000 | |||||||||||
Discount percent | 6.50% | |||||||||||
RAYSI | Asset-backed Securities, 2019-02 Class A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 6.35% | |||||||||||
Principal amount of debt issued | $ 6,400,000 | |||||||||||
Discount percent | 10.50% | |||||||||||
HELIII | Solar loan-backed notes, 2019-A Class A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 3.75% | |||||||||||
Principal amount of debt issued | $ 139,700,000 | |||||||||||
Discount percent | 0.03% | |||||||||||
HELIII | Solar loan-backed notes, 2019-A Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 4.49% | |||||||||||
Principal amount of debt issued | $ 14,900,000 | |||||||||||
Discount percent | 0.01% | |||||||||||
HELIII | Solar loan-backed notes, 2019-A Class C | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 5.32% | |||||||||||
Principal amount of debt issued | $ 13,000,000 | |||||||||||
Discount percent | 0.03% | |||||||||||
London Interbank Offered Rate (LIBOR) | AP4 | Secured term loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin rate | 2.50% | |||||||||||
Fed Funds Effective Rate Overnight Index Swap Rate | TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin rate | 0.50% | |||||||||||
Minimum | Federal Funds Variable Rate | TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin rate | 2.90% | |||||||||||
Maximum | Federal Funds Variable Rate | TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin rate | 4.30% | |||||||||||
Solar Projects Before Construction | TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Advanced rate | 60.00% | |||||||||||
Solar Projects Under Construction | TEPH | Warehouse credit facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Advanced rate | 80.00% | |||||||||||
2018 Note Conversion | Sunnova Energy Corporation | Convertible notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount of debt issued | $ 15,000,000 | |||||||||||
2018 Note Conversion | Series A convertible preferred stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued upon debt conversion (in shares) | 3,319,312 | |||||||||||
2019 Note Conversion | Sunnova Energy Corporation | Convertible notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 12.00% | |||||||||||
Principal amount of debt issued | $ 15,000,000 | |||||||||||
Conversion price (in USD per share) | $ 5.80 | |||||||||||
2019 Note Conversion | Series C Convertible Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued upon debt conversion (in shares) | 2,613,818 | |||||||||||
Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued in conversion of stock (in shares) | 60,479,017 | |||||||||||
Common Stock | 2018 Note Conversion | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued in conversion of stock (in shares) | 1,422,767 | |||||||||||
Common Stock | 2019 Note Conversion | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued in conversion of stock (in shares) | 1,120,360 |
Long-Term Debt - Schedule of Fa
Long-Term Debt - Schedule of Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Net deferred financing costs and debt discounts | $ 33,900 | $ 28,100 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,209,666 | 987,993 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,264,199 | 994,063 |
Sunnova Energy Corporation | Carrying Value | Senior secured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 44,219 |
Sunnova Energy Corporation | Carrying Value | Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 16,500 |
Sunnova Energy Corporation | Carrying Value | Notes payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,924 | 0 |
Sunnova Energy Corporation | Estimated Fair Value | Senior secured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 43,781 |
Sunnova Energy Corporation | Estimated Fair Value | Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 16,442 |
Sunnova Energy Corporation | Estimated Fair Value | Notes payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,924 | 0 |
AP4 | Carrying Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 94,120 | 104,062 |
AP4 | Estimated Fair Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 94,120 | 104,062 |
AP6WII | Carrying Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 54,603 |
AP6WII | Estimated Fair Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 54,603 |
HELI | Carrying Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 222,305 | 235,357 |
HELI | Estimated Fair Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 225,385 | 229,766 |
LAPH | Carrying Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 43,314 | 44,205 |
LAPH | Estimated Fair Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 43,314 | 44,205 |
EZOP | Carrying Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 57,100 | 58,200 |
EZOP | Estimated Fair Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 57,100 | 58,200 |
TEPIH | Carrying Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 110,595 |
TEPIH | Estimated Fair Value | Secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 110,595 |
TEPIIH | Carrying Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 204,332 | 57,552 |
TEPIIH | Estimated Fair Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 204,332 | 57,552 |
HELII | Carrying Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 254,314 | 262,700 |
HELII | Estimated Fair Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 289,799 | 274,857 |
RAYSI | Carrying Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 135,598 | 0 |
RAYSI | Estimated Fair Value | Solar asset-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 146,116 | 0 |
HELIII | Carrying Value | Solar loan-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 160,084 | 0 |
HELIII | Estimated Fair Value | Solar loan-backed notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 165,534 | 0 |
TEPH | Carrying Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 33,575 | 0 |
TEPH | Estimated Fair Value | Warehouse credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 33,575 | $ 0 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Aggregate notional amount | $ 405,293 | $ 428,652 |
TEPH | ||
Derivative [Line Items] | ||
Aggregate notional amount | $ 16,225 | $ 0 |
Fixed interest rate | 1.62% | 0.00% |
Derivative Instruments - Outsta
Derivative Instruments - Outstanding Derivative Instruments (Details) - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Aggregate Notional Amount | $ 405,293 | $ 428,652 |
AP4 | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.338% | 2.338% |
Aggregate Notional Amount | $ 100,551 | $ 102,921 |
AP6WII | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 0.00% | |
Aggregate Notional Amount | $ 0 | $ 72,025 |
AP6WII | Minimum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.402% | |
AP6WII | Maximum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 3.254% | |
LAPH | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 3.409% | 3.409% |
Aggregate Notional Amount | $ 43,512 | $ 44,205 |
EZOP | ||
Derivative [Line Items] | ||
Aggregate Notional Amount | $ 47,542 | $ 55,290 |
EZOP | Minimum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.015% | 1.90% |
EZOP | Maximum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.62% | 3.014% |
TEPIH | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 0.00% | |
Aggregate Notional Amount | $ 0 | $ 99,536 |
TEPIH | Minimum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.35% | |
TEPIH | Maximum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 3.104% | |
TEPIIH | ||
Derivative [Line Items] | ||
Aggregate Notional Amount | $ 197,463 | $ 54,675 |
TEPIIH | Minimum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 2.31% | 2.995% |
TEPIIH | Maximum | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 3.383% | 3.383% |
TEPH | ||
Derivative [Line Items] | ||
Fixed Interest Rate | 1.62% | 0.00% |
Aggregate Notional Amount | $ 16,225 | $ 0 |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet (Details) - Not designated as hedging instrument - Interest rate swap - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative, net | $ (38,153) | $ (7,891) |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 270 |
Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | (520) | 0 |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ (37,633) | $ (8,161) |
Derivative Instruments - Intere
Derivative Instruments - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized (gain) loss | $ 30,262 | $ (20,647) | ||
Interest Rate Swap and Swaptions | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (gain) loss | $ 265 | $ 168 | 12,637 | (10) |
Unrealized (gain) loss | 12,813 | (6,989) | 30,262 | (20,647) |
Total | $ 13,078 | $ (6,821) | $ 42,899 | $ (20,657) |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Related-Party Transactions - Re
Related-Party Transactions - Related Party (Details) - Executive Officer - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Notes receivable, related party, annual forgiveness percentage | 25.00% | |||
Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Notes receivable, related party | $ 1,700 | |||
Notes receivable forgiven | $ 1,400 | |||
Bonus for tax liability reimbursement | $ 892,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Aug. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Jan. 31, 2019 | |
Sunnova TEP III, LLC (TEPIII) | ||||
Noncontrolling Interest [Line Items] | ||||
Capital commitment | $ 50 | |||
Sunnova TEP II, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Capital commitment | $ 45 | $ 30 | ||
Sunnova TEP IV-A, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Capital commitment | $ 75 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 19, 2019 | Jul. 29, 2019 | Jul. 24, 2019 | Aug. 19, 2019 |
Series A convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 108,138,971 | |||
Series C Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 32,958,645 | |||
Series B Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 23,870 | |||
Series A Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion of stock (in shares) | 23,870 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion of stock (in shares) | 60,479,017 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 14,000,000 | |||
Common stock offering price (in USD per share) | $ 12 | |||
Sale of stock, net proceeds | $ 162.3 | |||
Underwriting discounts and commissions | 10.7 | |||
Offering expenses | $ 5.4 | |||
Underwriters' option | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 865,267 | |||
Common stock offering price (in USD per share) | $ 12 | $ 12 | ||
Pro Forma | Series A convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 46,351,877 | |||
Pro Forma | Series C Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 14,127,140 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | Jul. 29, 2019USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)planshares | Sep. 30, 2018USD ($)shares | Mar. 31, 2016shares | Jan. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock option plans | plan | 2 | ||||||
Share-based compensation expense | $ | $ 6,000,000 | $ 774,000 | $ 7,000,000 | $ 2,200,000 | |||
Stock options vested (in shares) | 1,020,026 | 1,016 | 1,764,125 | 577,594 | |||
Stock options vested | $ | $ 3,600,000 | $ 0 | $ 6,000,000 | $ 1,800,000 | |||
Unrecognized compensation expense | $ | 2,400,000 | $ 2,400,000 | |||||
LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 5,229,318 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of non-vested awards becoming exercisable | 50.00% | ||||||
Awards becoming exercisable (in shares) | 995,517 | ||||||
Accelerated vesting expense | $ | $ 3,200,000 | ||||||
Expected dividend yield | 0.00% | ||||||
Weighted average period | 4 months 24 days | ||||||
Stock Options | Prior Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 26,032 | ||||||
Stock Options | 2016 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 4,288,950 | ||||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 1,406,061 | ||||||
Unrecognized compensation expense | $ | $ 15,400,000 | $ 15,400,000 | |||||
Weighted average period | 2 years 6 months | ||||||
Restricted Stock Units | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 1,406,061 | 1,400,645 | |||||
Awards granted, fair value | $ | $ 16,800,000 | $ 16,800,000 | |||||
Share-based Payment Arrangement, Tranche One | Restricted Stock Units | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Share-based Payment Arrangement, Tranche Two | Restricted Stock Units | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Share-based Payment Arrangement, Tranche Three | Restricted Stock Units | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 7 years |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Assumptions (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Risk-free interest rate | 2.62% |
Expected term | 7 years 11 months 8 days |
Volatility | 81.00% |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 4,808,390 | |
Granted (in shares) | 94,295 | |
Exercised (in shares) | (2,143) | |
Forfeited (in shares) | (585,518) | |
Outstanding, ending balance (in shares) | 4,315,024 | 4,808,390 |
Number of options, exercisable (in shares) | 3,343,985 | |
Number of options, vested and expected to vest (in shares) | 4,315,024 | |
Number of options, non-vested (in shares) | 971,039 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in USD per share) | $ 15.90 | |
Granted (in USD per share) | 13.58 | |
Exercised (in USD per share) | 1.85 | |
Forfeited (in USD per share) | 15.89 | |
Outstanding, ending balance (in USD per share) | 15.86 | $ 15.90 |
Weighted average exercise price, exercisable (in USD per share) | 15.86 | |
Weighted average exercise price, vested and expected to vest (in USD per share) | $ 15.86 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 7 years 4 months 2 days | 8 years 1 month 2 days |
Granted | 9 years 3 months 25 days | |
Exercisable | 7 years 1 month 20 days | |
Vested and expected to vest | 7 years 4 months 2 days | |
Weighted Average Grant Date Fair Value | ||
Granted (in USD per share) | $ 3.11 | |
Forfeited (in USD per share) | 3.49 | |
Non-vested (in USD per share) | $ 3.52 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 129 | |
Exercised | 19 | |
Outstanding, ending balance | 232 | $ 129 |
Exercisable | 232 | |
Vested and expected to vest | $ 232 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares | 9 Months Ended |
Sep. 30, 2019 | |
Number of Restricted Stock Units | |
Outstanding, beginning balance (in shares) | 0 |
Granted (in shares) | 1,406,061 |
Forfeited (in shares) | (5,416) |
Outstanding, ending balance (in shares) | 1,400,645 |
Weighted Average Grant Date Fair Value | |
Granted (in USD per share) | $ 11.96 |
Forfeited (in USD per share) | 12 |
Outstanding (in USD per share) | $ 11.96 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net loss attributable to stockholders | $ (37,590) | $ (50,738) | $ (38,514) | $ (6,634) | $ (12,574) | $ (14,210) | $ (126,842) | $ (33,418) |
Deemed dividends on convertible preferred stock exchange | 0 | 0 | 0 | (19,332) | ||||
Net loss attributable to common stockholders—basic | (37,590) | (17,865) | (151,567) | (82,855) | ||||
Net loss attributable to common stockholders—diluted | $ (37,590) | $ (17,865) | $ (151,567) | $ (82,855) | ||||
Net loss per share attributable to common stockholders—basic and diluted (in USD per share) | $ (0.62) | $ (2.07) | $ (5.77) | $ (9.60) | ||||
Weighted average common shares outstanding—basic and diluted (shares) | 60,890,129 | 8,634,541 | 26,245,493 | 8,634,484 | ||||
Series A Convertible Preferred Stock | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Dividends earned on convertible preferred stock | $ 0 | $ (9,437) | $ (19,271) | $ (26,765) | ||||
Series C Convertible Preferred Stock | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Dividends earned on convertible preferred stock | $ 0 | $ (1,794) | $ (5,454) | $ (3,340) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Anti-Dilutive Weighted Average Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock option awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,277,414 | 4,643,750 | 4,693,647 | 4,139,837 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,337,539 | 54,801,458 | 45,405,229 | 51,247,129 |
Commitments and Contingencies
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | |||||
Current portion of performance guarantee obligations | $ 3,885 | $ 3,885 | $ 2,580 | ||
Letter of credit outstanding | 725 | 725 | 725 | ||
Other commitment | 32,400 | 32,400 | |||
Payments for dealer commitments | 9,700 | 31,700 | |||
Dealer commitment, maximum annual payments, 2020 | 26,300 | 26,300 | |||
Dealer commitment, maximum annual payments, 2021 | 24,200 | 24,200 | |||
Dealer commitment, maximum annual payments, 2022 | 25,200 | 25,200 | |||
Dealer commitment, maximum annual payments, 2023 | 1,000 | 1,000 | |||
Purchase commitment, remaining minimum amount committed | 6,100 | 6,100 | |||
Purchase commitment, remaining minimum amount committed, 2020 | 25,200 | 25,200 | |||
Purchase commitment, remaining minimum amount committed, 2021 | 27,400 | 27,400 | |||
Purchase commitment, remaining minimum amount committed, 2022 | 27,200 | 27,200 | |||
Purchase commitment, remaining minimum amount committed, 2023 | 27,100 | 27,100 | |||
Purchase commitment, remaining minimum amount committed, 2024 | 20,200 | 20,200 | |||
Performance Guarantee Obligations | |||||
Loss Contingencies [Line Items] | |||||
Performance guarantee obligations | 5,675 | 5,675 | 6,044 | $ 5,440 | $ 4,173 |
Current portion of performance guarantee obligations | 3,900 | 3,900 | 2,600 | ||
Long-term portion of performance guarantee obligations | $ 1,800 | $ 1,800 | $ 3,500 |
Commitments and Contingencies_2
Commitments and Contingencies - Performance Guarantee Obligations (Details) - Performance Guarantee Obligations - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Performance Guarantee Obligations [Roll Forward] | ||
Balance at beginning of period | $ 6,044 | $ 4,173 |
Accruals for obligations issued | 2,259 | 2,314 |
Settlements made in cash | (2,628) | (1,047) |
Balance at end of period | $ 5,675 | $ 5,440 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Expenses and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 344 | $ 243 | $ 914 | $ 729 |
Finance lease amortization of right-of-use assets | 2 | 0 | 6 | 0 |
Short-term lease expense | 11 | 14 | 34 | 31 |
Variable lease expense | 268 | 180 | 731 | 527 |
Sublease income | (18) | (12) | (55) | (51) |
Total | $ 607 | $ 425 | 1,630 | 1,236 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 819 | 650 | ||
Operating cash flows from finance leases | 7 | 0 | ||
Right-of-use assets obtained in exchange for lease obligations: | ||||
Operating leases | 8,053 | 0 | ||
Finance leases | $ 13 | $ 0 | ||
Weighted average remaining lease term (years): | ||||
Operating leases | 9 years 8 months 4 days | 3 years 7 months 20 days | 9 years 8 months 4 days | 3 years 7 months 20 days |
Finance leases | 11 months 1 day | 11 months 1 day | ||
Weighted average discount rate: | ||||
Weighted average discount rate, operating leases | 3.94% | 4.62% | 3.94% | 4.62% |
Weighted average discount rate, finance leases | 4.26% | 4.26% |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Right-of-use assets: | ||
Operating leases | $ 9,869 | $ 2,586 |
Finance leases | 6 | 0 |
Total right-of-use assets | 9,875 | 2,586 |
Current lease liabilities: | ||
Operating leases | 524 | 871 |
Finance leases | 7 | 0 |
Long-term leases liabilities | ||
Operating leases | 9,657 | 2,083 |
Total lease liabilities | $ 10,188 | $ 2,954 |
Commitments and Contingencies_5
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
Remaining 2019 | $ 368 | |
2019 | $ 989 | |
2020 | 1,019 | 842 |
2021 | 1,521 | 863 |
2022 | 1,559 | 512 |
2023 | 1,594 | 0 |
2024 and thereafter | 9,234 | 0 |
Total | 15,295 | 3,206 |
Amount representing interest | (2,703) | (252) |
Amount representing leasehold incentives | (2,411) | |
Present value of future payments | 10,181 | 2,954 |
Current portion of lease liability | (524) | (871) |
Long-term portion of lease liability | 9,657 | 2,083 |
Finance Leases | ||
Remaining 2019 | 2 | |
2020 | 5 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | 7 | |
Amount representing interest | 0 | |
Amount representing leasehold incentives | 0 | |
Present value of future payments | 7 | |
Current portion of lease liability | (7) | $ 0 |
Long-term portion of lease liability | $ 0 |
Commitments and Contingencies_6
Commitments and Contingencies - Future Commitments (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2019 | $ 2,650 |
2020 | 3,835 |
2021 | 3,269 |
2022 | 11 |
2023 | 0 |
2024 and thereafter | 0 |
Total | $ 9,765 |