Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 540 | |
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 | 892-1588 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NOVA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114,909,899 | |
Entity Central Index Key | 0001772695 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 412,581 | $ 243,101 | |
Accounts receivable—trade, net | 35,743 | 18,584 | |
Accounts receivable—other | 152,942 | 57,736 | |
Other current assets, net of allowance of $5,306 and $1,646 as of September 30, 2022 and December 31, 2021, respectively | 336,047 | 296,321 | |
Total current assets | 937,313 | 615,742 | |
Property and equipment, net | 3,537,177 | 2,909,613 | |
Customer notes receivable, net of allowance of $62,682 and $39,492 as of September 30, 2022 and December 31, 2021, respectively | 2,072,264 | 1,204,073 | |
Intangible assets, net | 169,187 | 190,520 | |
Goodwill | 13,150 | 13,150 | |
Other assets | 920,634 | 571,136 | |
Total assets | [1] | 7,649,725 | 5,504,234 |
Current liabilities: | |||
Accounts payable | 94,647 | 55,033 | |
Accrued expenses | 121,195 | 81,721 | |
Current portion of long-term debt | 191,131 | 129,793 | |
Other current liabilities | 51,093 | 44,350 | |
Total current liabilities | 458,066 | 310,897 | |
Long-term debt, net | 4,807,107 | 3,135,681 | |
Other long-term liabilities | 631,137 | 436,043 | |
Total liabilities | [1] | 5,896,310 | 3,882,621 |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 153,469 | 145,336 | |
Stockholders' equity: | |||
Common stock, 114,895,870 and 113,386,600 shares issued as of September 30, 2022 and December 31, 2021, respectively, at $0.0001 par value | 11 | 11 | |
Additional paid-in capital—common stock | 1,633,507 | 1,649,199 | |
Accumulated deficit | (387,073) | (459,715) | |
Total stockholders' equity | 1,246,445 | 1,189,495 | |
Noncontrolling interests | 353,501 | 286,782 | |
Total equity | 1,599,946 | 1,476,277 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 7,649,725 | $ 5,504,234 | |
[1]The consolidated assets as of September 30, 2022 and December 31, 2021 include $2,721,620 and $2,148,398, respectively, of assets of variable interest entities ("VIEs") that can only be used to settle obligations of the VIEs. These assets include cash of $33,695 and $23,538 as of September 30, 2022 and December 31, 2021, respectively; accounts receivable—trade, net of $9,834 and $6,167 as of September 30, 2022 and December 31, 2021, respectively; accounts receivable—other of $739 and $410 as of September 30, 2022 and December 31, 2021, respectively; other current assets of $273,175 and $272,421 as of September 30, 2022 and December 31, 2021, respectively; property and equipment, net of $2,362,041 and $1,817,471 as of September 30, 2022 and December 31, 2021, respectively; and other assets of $42,136 and $28,391 as of September 30, 2022 and December 31, 2021, respectively. The consolidated liabilities as of September 30, 2022 and December 31, 2021 include $59,908 and $47,225, respectively, of liabilities of VIEs whose creditors have no recourse to Sunnova Energy International Inc. These liabilities include accounts payable of $8,965 and $6,014 as of September 30, 2022 and December 31, 2021, respectively; accrued expenses of $178 and $88 as of September 30, 2022 and December 31, 2021, respectively; other current liabilities of $2,894 and $3,845 as of September 30, 2022 and December 31, 2021, respectively; and other long-term liabilities of $47,871 and $37,278 as of September 30, 2022 and December 31, 2021, respectively. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Other current asset, allowance | $ 5,306 | $ 1,646 | |
Customer notes receivable, allowance | $ 62,682 | $ 39,492 | |
Common stock, issued (in shares) | 114,895,870 | 113,386,600 | |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | |
Assets | [1] | $ 7,649,725 | $ 5,504,234 |
Cash | 412,581 | 243,101 | |
Accounts receivable—trade, net | 35,743 | 18,584 | |
Accounts receivable—other | 152,942 | 57,736 | |
Other current assets | 336,047 | 296,321 | |
Property and equipment, net | 3,537,177 | 2,909,613 | |
Other assets | 920,634 | 571,136 | |
Liabilities | [1] | 5,896,310 | 3,882,621 |
Accounts payable | 94,647 | 55,033 | |
Accrued expenses | 121,195 | 81,721 | |
Other current liabilities | 51,093 | 44,350 | |
Other long-term liabilities | 631,137 | 436,043 | |
Primary beneficiary | |||
Assets | 2,721,620 | 2,148,398 | |
Cash | 33,695 | 23,538 | |
Accounts receivable—trade, net | 9,834 | 6,167 | |
Accounts receivable—other | 739 | 410 | |
Other current assets | 273,175 | 272,421 | |
Property and equipment, net | 2,362,041 | 1,817,471 | |
Other assets | 42,136 | 28,391 | |
Liabilities | 59,908 | 47,225 | |
Accounts payable | 8,965 | 6,014 | |
Accrued expenses | 178 | 88 | |
Other current liabilities | 2,894 | 3,845 | |
Other long-term liabilities | $ 47,871 | $ 37,278 | |
[1]The consolidated assets as of September 30, 2022 and December 31, 2021 include $2,721,620 and $2,148,398, respectively, of assets of variable interest entities ("VIEs") that can only be used to settle obligations of the VIEs. These assets include cash of $33,695 and $23,538 as of September 30, 2022 and December 31, 2021, respectively; accounts receivable—trade, net of $9,834 and $6,167 as of September 30, 2022 and December 31, 2021, respectively; accounts receivable—other of $739 and $410 as of September 30, 2022 and December 31, 2021, respectively; other current assets of $273,175 and $272,421 as of September 30, 2022 and December 31, 2021, respectively; property and equipment, net of $2,362,041 and $1,817,471 as of September 30, 2022 and December 31, 2021, respectively; and other assets of $42,136 and $28,391 as of September 30, 2022 and December 31, 2021, respectively. The consolidated liabilities as of September 30, 2022 and December 31, 2021 include $59,908 and $47,225, respectively, of liabilities of VIEs whose creditors have no recourse to Sunnova Energy International Inc. These liabilities include accounts payable of $8,965 and $6,014 as of September 30, 2022 and December 31, 2021, respectively; accrued expenses of $178 and $88 as of September 30, 2022 and December 31, 2021, respectively; other current liabilities of $2,894 and $3,845 as of September 30, 2022 and December 31, 2021, respectively; and other long-term liabilities of $47,871 and $37,278 as of September 30, 2022 and December 31, 2021, respectively. |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 149,364 | $ 68,901 | $ 362,098 | $ 176,733 |
Operating expense: | ||||
Cost of revenue—depreciation | 24,663 | 19,665 | 69,935 | 55,621 |
Cost of revenue—inventory sales | 40,917 | 0 | 89,884 | 0 |
Cost of revenue—other | 15,567 | 7,342 | 32,974 | 13,572 |
Operations and maintenance | 9,774 | 6,035 | 23,787 | 14,640 |
General and administrative | 75,897 | 53,372 | 214,362 | 144,028 |
Other operating expense (income) | 10,267 | (9,337) | (4,186) | (5,303) |
Total operating expense, net | 177,085 | 77,077 | 426,756 | 222,558 |
Operating loss | (27,721) | (8,176) | (64,658) | (45,825) |
Interest expense, net | 18,328 | 26,588 | 36,275 | 84,748 |
Interest income | (16,185) | (9,098) | (40,428) | (24,266) |
Loss on extinguishment of long-term debt, net | 0 | 0 | 0 | 9,824 |
Other (income) expense | (12) | 189 | (327) | 60 |
Loss before income tax | (29,852) | (25,855) | (60,178) | (116,191) |
Income tax expense | 0 | 64 | 0 | 64 |
Net loss | (29,852) | (25,919) | (60,178) | (116,255) |
Net income attributable to redeemable noncontrolling interests and noncontrolling interests | 32,195 | 1,622 | 72,455 | 7,665 |
Net loss attributable to stockholders | $ (62,047) | $ (27,541) | $ (132,633) | $ (123,920) |
Net loss per share attributable to common stockholders - basic (in USD per share) | $ (0.54) | $ (0.25) | $ (1.16) | $ (1.12) |
Net loss per share attributable to common stockholders - diluted (in USD per share) | $ (0.54) | $ (0.25) | $ (1.16) | $ (1.12) |
Weighted average common shares outstanding - basic (in shares) | 114,816,879 | 112,159,698 | 114,293,251 | 110,185,333 |
Weighted average common shares outstanding - diluted (in shares) | 114,816,879 | 112,159,698 | 114,293,251 | 110,185,333 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (60,178) | $ (116,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 78,401 | 62,286 |
Impairment and loss on disposals, net | 2,971 | 3,522 |
Amortization of intangible assets | 21,333 | 14,111 |
Amortization of deferred financing costs | 9,690 | 11,556 |
Amortization of debt discount | 6,273 | 8,231 |
Non-cash effect of equity-based compensation plans | 20,059 | 13,937 |
Unrealized gain on derivatives | (35,685) | (5,574) |
Unrealized gain on fair value instruments | (4,136) | (4,665) |
Loss on extinguishment of long-term debt, net | 0 | 9,824 |
Other non-cash items | (14,087) | 12,622 |
Changes in components of operating assets and liabilities: | ||
Accounts receivable | (100,537) | (27,194) |
Other current assets | (139,946) | (99,731) |
Other assets | (84,142) | (41,404) |
Accounts payable | 1,403 | (5,226) |
Accrued expenses | 41,571 | 19,923 |
Other current liabilities | (4,243) | (1,617) |
Other long-term liabilities | (4,542) | (1,193) |
Net cash used in operating activities | (265,795) | (146,847) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (637,556) | (344,044) |
Payments for investments and customer notes receivable | (902,773) | (553,475) |
Proceeds from customer notes receivable | 79,870 | 47,300 |
Proceeds from investments in solar receivables | 9,388 | 0 |
Other, net | (282) | 3,038 |
Net cash used in investing activities | (1,451,353) | (847,181) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 2,308,033 | 1,890,185 |
Payments of long-term debt | (571,261) | (815,710) |
Payments on notes payable | 0 | (34,555) |
Payments of deferred financing costs | (24,748) | (27,031) |
Payments of debt discounts | 0 | (2,324) |
Purchase of capped call transactions | (48,420) | (91,655) |
Payments of common stock issuance costs, net | (3,345) | |
Proceeds from issuance of common stock, net | 9,911 | |
Contributions from redeemable noncontrolling interests and noncontrolling interests | 236,661 | 226,432 |
Distributions to redeemable noncontrolling interests and noncontrolling interests | (20,847) | (10,407) |
Payments of costs related to redeemable noncontrolling interests and noncontrolling interests | (10,380) | (8,159) |
Other, net | (601) | (283) |
Net cash provided by financing activities | 1,865,092 | 1,136,404 |
Net increase in cash, cash equivalents and restricted cash | 147,944 | 142,376 |
Cash, cash equivalents and restricted cash at beginning of period | 391,897 | 377,893 |
Cash, cash equivalents and restricted cash at end of period | 539,841 | 520,269 |
Restricted cash included in other current assets | (14,584) | (52,042) |
Restricted cash included in other assets | (112,676) | (60,071) |
Cash and cash equivalents at end of period | 412,581 | 408,156 |
Non-cash investing and financing activities: | ||
Change in accounts payable and accrued expenses related to purchases of property and equipment | 14,019 | 50,057 |
Change in accounts payable and accrued expenses related to payments for investments and customer notes receivable | 21,750 | (37,086) |
Non-cash issuance of common stock related to the settlement of contingent consideration | 16,014 | 0 |
Non-cash conversion of convertible senior notes for common stock | 0 | 95,648 |
Supplemental cash flow information: | ||
Cash paid for interest | 105,375 | 70,415 |
Cash paid for income taxes | $ 0 | $ 94 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY - USD ($) $ in Thousands | Total | Cumulative-effect adjustment | Total Stockholders' Equity | Total Stockholders' Equity Cumulative-effect adjustment | Common Stock | Additional Paid-in Capital - Common Stock | Accumulated Deficit | Accumulated Deficit Cumulative-effect adjustment | Noncontrolling Interests |
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020 | $ 136,124 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | 2,110 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,090) | ||||||||
Equity in subsidiaries attributable to parent | 40 | ||||||||
Other, net | (62) | ||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2021 | 137,122 | ||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2020 | 100,412,036 | ||||||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 1,144,557 | $ 2,254 | $ 951,731 | $ 2,254 | $ 10 | $ 1,482,716 | $ (530,995) | $ 2,254 | $ 192,826 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | ||||||||
Net income (loss) | $ (26,174) | (32,983) | (32,983) | 6,809 | |||||
Issuance of stock, net (in shares) | 8,141,766 | ||||||||
Issuance of common stock, net | 65,542 | 65,542 | $ 1 | 65,541 | |||||
Equity component of debt instrument | (8,807) | (8,807) | (8,807) | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 40,802 | 40,802 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,743) | (1,743) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (55) | (55) | |||||||
Equity in subsidiaries attributable to parent | (40) | 37,213 | 37,213 | (37,253) | |||||
Equity-based compensation expense | 7,924 | 7,924 | 7,924 | ||||||
Other, net | (475) | 1 | 1 | (476) | |||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2021 | 108,553,802 | ||||||||
Stockholders' equity, ending balance at Mar. 31, 2021 | 1,223,785 | 1,022,875 | $ 11 | 1,547,375 | (524,511) | 200,910 | |||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | 4,236 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,128) | ||||||||
Equity in subsidiaries attributable to parent | 2 | ||||||||
Other, net | (47) | ||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2021 | 140,185 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (70,508) | (63,396) | (63,396) | (7,112) | |||||
Issuance of stock, net (in shares) | 3,431,715 | ||||||||
Issuance of common stock, net | 138,020 | 138,020 | 138,020 | ||||||
Capped call transactions | (91,655) | (91,655) | (91,655) | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 75,808 | 75,808 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (2,300) | (2,300) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (3,035) | (3,035) | |||||||
Equity in subsidiaries attributable to parent | (2) | 57,971 | 57,971 | (57,973) | |||||
Equity-based compensation expense | 2,920 | 2,920 | 2,920 | ||||||
Other, net | (655) | (1) | (1) | (654) | |||||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2021 | 111,985,517 | ||||||||
Stockholders' equity, ending balance at Jun. 30, 2021 | 1,272,378 | 1,066,734 | $ 11 | 1,596,659 | (529,936) | 205,644 | |||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | 3,332 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,146) | ||||||||
Equity in subsidiaries attributable to parent | 5 | ||||||||
Other, net | 1 | ||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2021 | 142,377 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (29,251) | (27,541) | (27,541) | (1,710) | |||||
Issuance of stock, net (in shares) | 279,137 | ||||||||
Issuance of common stock, net | 1,188 | 1,188 | 1,188 | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 109,822 | 109,822 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (3,000) | (3,000) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (3,037) | (3,037) | |||||||
Equity in subsidiaries attributable to parent | (5) | 51,683 | 51,683 | (51,688) | |||||
Equity-based compensation expense | 3,093 | 3,093 | 3,093 | ||||||
Other, net | (1,391) | 1 | 1 | (1,392) | |||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2021 | 112,264,654 | ||||||||
Stockholders' equity, ending balance at Sep. 30, 2021 | 1,349,797 | 1,095,158 | $ 11 | 1,600,940 | (505,793) | 254,639 | |||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2021 | 145,336 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | (2,432) | ||||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 3,757 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,122) | ||||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (57) | ||||||||
Equity in subsidiaries attributable to parent | (173) | ||||||||
Other, net | (123) | ||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2022 | 145,186 | ||||||||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021 | 113,386,600 | ||||||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 1,476,277 | 1,189,495 | $ 11 | 1,649,199 | (459,715) | 286,782 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (18,197) | (33,583) | (33,583) | 15,386 | |||||
Issuance of stock, net (in shares) | 524,788 | ||||||||
Issuance of common stock, net | (2,976) | (2,976) | (2,976) | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 48,132 | 48,132 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (4,732) | (4,732) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (2,292) | (2,292) | |||||||
Equity in subsidiaries attributable to parent | 173 | 69,769 | 69,769 | (69,596) | |||||
Equity-based compensation expense | 10,864 | 10,864 | 10,864 | ||||||
Other, net | 174 | 174 | |||||||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022 | 113,911,388 | ||||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | 1,507,423 | 1,233,569 | $ 11 | 1,657,087 | (423,529) | 273,854 | |||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | 4,563 | ||||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 13,423 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,239) | ||||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (193) | ||||||||
Equity in subsidiaries attributable to parent | (10,168) | ||||||||
Other, net | (65) | ||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2022 | 151,507 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (14,260) | (37,003) | (37,003) | 22,743 | |||||
Issuance of stock, net (in shares) | 745,829 | ||||||||
Issuance of common stock, net | 15,828 | 15,828 | 15,828 | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 111,967 | 111,967 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (5,237) | (5,237) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (2,417) | (2,417) | |||||||
Equity in subsidiaries attributable to parent | 10,168 | 83,316 | 83,316 | (73,148) | |||||
Equity-based compensation expense | 4,732 | 4,732 | 4,732 | ||||||
Other, net | (2,011) | (1) | (1) | (2,010) | |||||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2022 | 114,657,217 | ||||||||
Stockholders' equity, ending balance at Jun. 30, 2022 | 1,626,193 | 1,300,441 | $ 11 | 1,677,647 | (377,217) | 325,752 | |||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||||
Net income (loss) | (1,507) | ||||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 5,990 | ||||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (1,203) | ||||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (8) | ||||||||
Equity in subsidiaries attributable to parent | (1,240) | ||||||||
Other, net | (70) | ||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2022 | 153,469 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (28,345) | (62,047) | (62,047) | 33,702 | |||||
Issuance of stock, net (in shares) | 238,653 | ||||||||
Issuance of common stock, net | (183) | (183) | (183) | ||||||
Capped call transactions | (48,420) | (48,420) | (48,420) | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 53,392 | 53,392 | |||||||
Distributions to redeemable noncontrolling interests and noncontrolling interests | (7,314) | (7,314) | |||||||
Costs related to redeemable noncontrolling interests and noncontrolling interests | (226) | (226) | |||||||
Equity in subsidiaries attributable to parent | 1,240 | 52,191 | 52,191 | (50,951) | |||||
Equity-based compensation expense | 4,463 | 4,463 | 4,463 | ||||||
Other, net | (854) | 0 | 0 | (854) | |||||
Stockholders' equity, ending balance (in shares) at Sep. 30, 2022 | 114,895,870 | ||||||||
Stockholders' equity, ending balance at Sep. 30, 2022 | $ 1,599,946 | $ 1,246,445 | $ 11 | $ 1,633,507 | $ (387,073) | $ 353,501 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 energy service provider, serving over 246,000 customers in more than 35 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 consolidated subsidiaries. We have a differentiated residential solar dealer model in which we partner with local dealers who originate, design and install our customers' solar energy systems, energy storage systems and related products and services 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, as well as technical oversight and expertise. We believe this structure provides operational flexibility, reduces exposure to labor shortages and lowers fixed costs relative to our peers, furthering our competitive advantage. We provide our services through long-term agreements with a diversified pool of credit quality customers. Our solar service agreements typically are structured as either a legal-form lease (a "lease") of a solar energy system and/or energy storage 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 and/or energy storage system with financing provided by us (a "loan"); however, we also offer service plans for systems we did not originate. We make it possible in some states for a customer to obtain a new roof and other ancillary products as part of their solar loan. We also allow customers originated through our homebuilder channel the option of purchasing the system when the customer closes on the purchase of a new home. The initial term of our solar service agreements is typically between 10 and 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 an opportunity for customers to renew for up to an additional 10 years, via two five-year or one 10-year renewal options. 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. Our future success depends in part on our ability to raise capital from third-party investors and commercial sources. We have an established track record of attracting capital from diverse sources. From our inception through September 30, 2022, we have raised more than $11.2 billion in total capital commitments from equity, debt and tax equity investors. 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 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 2021 annual audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K filed with the SEC on February 24, 2022. Our 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 our continual growth, seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. Our interim financial statements include our accounts 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 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 holding a majority of the voting interests. A primary beneficiary is defined as the party that has (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses or 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 substantive 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 determine whether we continue to be the primary beneficiary. We have eliminated all intercompany transactions in consolidation. 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. Coronavirus ("COVID-19") Pandemic The ongoing COVID-19 pandemic has resulted and may continue to result in widespread adverse impacts on the global economy. We have experienced some resulting disruptions to our business operations due to the COVID-19 virus and its impacts. Throughout the COVID-19 pandemic, we have continued to service and install solar energy systems and energy storage systems. The industry is currently facing shortages and shipping delays affecting the supply of energy storage systems, modules and component parts for inverters and racking used in solar energy systems available for purchase. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, as well as to allegations regarding the use of forced labor in the Chinese polysilicon supply chain. While a majority of our dealers have secured sufficient quantities to permit them to continue installing through much of 2022, if these shortages and delays persist, they could impact the timing of when solar energy systems and energy storage systems can be installed and when we can acquire and begin to generate revenue from those systems. In addition, if supply chains become significantly disrupted due to additional outbreaks of the COVID-19 virus or otherwise, or more stringent health and safety guidelines are implemented, our ability to install and service solar energy systems and energy storage systems could become adversely impacted. We cannot predict the full impact the COVID-19 pandemic will have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties. We will continue to monitor developments affecting our workforce, our customers and our business operations generally, and will take actions we determine are necessary in order to mitigate these impacts. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Included below are updates to significant accounting policies disclosed in our 2021 annual audited consolidated financial statements. Use of Estimates The application of GAAP in 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 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 that are generally collected in the subsequent month. Accounts receivable—trade is recorded net of an allowance for credit losses, which is based on our assessment of the collectability of customer accounts based on the best available data at the time. We review the allowance by considering factors such as historical experience, customer credit rating, contractual term, aging category and current economic conditions that may affect a customer's ability to pay to identify customers with potential disputes or collection issues. We write off accounts receivable when we deem them uncollectible. As of September 30, 2022, we have not experienced a significant increase in delinquent customer accounts and have not made any significant adjustments to our allowance for credit losses related to accounts receivable—trade as a result of the COVID-19 pandemic. The following table presents the changes in the allowance for credit losses recorded against accounts receivable — trade, net in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 1,198 $ 858 $ 1,044 $ 912 Provision for current expected credit losses 802 485 1,891 1,322 Write off of uncollectible accounts (717) (424) (1,769) (1,410) Recoveries 83 54 200 148 Other, net — — — 1 Balance at end of period $ 1,366 $ 973 $ 1,366 $ 973 Accounts Receivable—Other. Accounts receivable—other primarily represents receivables from our dealers or other parties related to the sale of inventory and the use of inventory procured by us. Inventory Inventory is stated at the lower of cost and net realizable value using the first-in, first-out method. Inventory primarily represents (a) raw materials, such as energy storage systems, photovoltaic modules, inverters, meters and modems, (b) homebuilder construction in progress and (c) other associated equipment purchased. These materials are typically procured by us and used by our dealers, sold to our dealers or held for use as original parts on new solar energy systems or replacement parts on existing solar energy systems. We remove these items from inventory and record the transaction in typically one of these manners: (a) expense to operations and maintenance expense when installed as a replacement part for a solar energy system, (b) recognize in accounts receivable—other when procured by us and used by our dealers, (c) expense to cost of revenue—inventory sales if sold directly to a dealer or other party, (d) capitalize to property and equipment when installed on an existing home or (e) capitalize to property and equipment when placed in service under the homebuilder program. We periodically evaluate our inventory for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventory down to net realizable value. 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) Modules and inverters $ 41,728 $ 60,661 Energy storage systems and components 98,944 43,071 Homebuilder construction in progress 45,055 23,642 Meters and modems 362 581 Other 483 — Total $ 186,572 $ 127,955 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 at the measurement date. 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 cash, accounts receivable, customer notes receivable, investments in solar receivables, accounts payable, accrued expenses, long-term debt, interest rate swaps and contingent consideration. 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 and based on quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (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). We estimate the fair value of our investments in solar receivables based on a discounted cash flows model that utilizes market data related to solar irradiance, production factors by region and projected electric utility rates in order to build up revenue projections (Level 3). In addition, lease-related revenue and maintenance and service costs were supported through the use of available market studies and data. We estimate the fair value of our fixed-rate long-term debt based on interest rates currently offered for debt with similar maturities and terms (Level 3). 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). For contingent consideration, we estimate the fair value of the installation earnout using the Monte Carlo model based on the forecasted placements for the installations and the microgrid earnout using a scenario-based methodology based on the probabilities of the microgrid earnout, both using Level 3 inputs. See Note 7, Customer Notes Receivable, Note 8, Long-Term Debt and Note 9, Derivative Instruments. The following tables present our financial instruments measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: As of September 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Financial assets: Investments in solar receivables $ 71,656 $ — $ — $ 71,656 Derivative assets 117,544 — 117,544 — Total $ 189,200 $ — $ 117,544 $ 71,656 Financial liabilities: Contingent consideration $ 45,161 $ — $ — $ 45,161 Total $ 45,161 $ — $ — $ 45,161 As of December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Financial assets: Investments in solar receivables $ 82,658 $ — $ — $ 82,658 Derivative assets 14,351 — 14,351 — Total $ 97,009 $ — $ 14,351 $ 82,658 Financial liabilities: Contingent consideration $ 67,895 $ — $ — $ 67,895 Derivative liabilities 5,330 — 5,330 — Total $ 73,225 $ — $ 5,330 $ 67,895 Changes in fair value of our investments in solar receivables are included in other operating expense/income in the consolidated statements of operations. The following table summarizes the change in fair value of our financial assets accounted for at fair value on a recurring basis using Level 3 inputs as recorded in other current assets and other assets in the unaudited condensed consolidated balance sheets: Nine Months Ended 2022 2021 (in thousands) Balance at beginning of period $ 82,658 $ — Settlements (8,090) — Loss recognized in earnings (2,912) — Balance at end of period $ 71,656 $ — Changes in fair value of our contingent consideration are included in other operating expense/income 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 other long-term liabilities in the unaudited condensed consolidated balance sheets: Nine Months Ended 2022 2021 (in thousands) Balance at beginning of period $ 67,895 $ — Additions — 90,400 Settlements (16,014) — Gain recognized in earnings (6,720) (4,726) Balance at end of period $ 45,161 $ 85,674 The following table summarizes the significant unobservable inputs used in the valuation of our liabilities using Level 3 inputs: Unobservable Weighted Liabilities: Contingent consideration - installation earnout Volatility 35.00% Revenue risk premium 15.80% Risk-free discount rate 4.24% Contingent consideration - microgrid earnout Probability of success 25.00% Risk-free discount rate 4.24% 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 2022 2021 2022 2021 (in thousands) PPA revenue $ 31,891 $ 25,359 $ 84,235 $ 68,443 Lease revenue 25,912 17,845 71,717 51,765 Inventory sales revenue 45,528 — 99,773 — Solar renewable energy certificate revenue 16,241 12,858 37,172 30,648 Cash sales revenue 18,933 8,680 45,695 15,618 Loan revenue 5,012 2,126 12,582 5,000 Other revenue 5,847 2,033 10,924 5,259 Total $ 149,364 $ 68,901 $ 362,098 $ 176,733 We recognize revenue from contracts with customers as we satisfy our performance obligations at a transaction price reflecting an amount of consideration based upon an estimated rate of return, net of cash incentives. We express this rate of return as the solar rate per kilowatt hour ("kWh") in the customer contract. The amount of revenue we recognize does not equal customer cash payments because we satisfy performance obligations 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 $2.7 billion as of September 30, 2022, 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 four years. Certain customers may receive cash incentives. We defer recognition of the payment of these cash incentives and recognize them over the life of the contract as a reduction to revenue. The deferred payment is recorded in other assets for customers who receive the cash incentives under our lease and PPA agreements, and as a contra-liability in other long-term liabilities for customers who receive the cash incentives under our loan agreements. 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 20 or 25 years with an opportunity for customers to renew for up to an additional 10 years, via two five-year or one 10-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 20 or 25 years with an opportunity for customers to renew for up to an additional 10 years, via two five-year or one 10-year renewal options. In most cases, we provide customers under our lease agreements 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 specified minimum solar energy production output may not be achieved due to natural fluctuations in the weather or equipment failures from exposure and wear and tear outside of our control, among other factors. We determine the amount of the guaranteed output based on a number of different factors, including: (a) the specific site information related 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 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 are 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 as early as the first anniversary of the solar energy system's placed in service date and then every annual period thereafter. See Note 15, Commitments and Contingencies. Inventory Sales . Inventory sales revenue represents revenue from the direct sale of inventory to our dealers or other parties. We recognize the related revenue under ASC 606 upon shipment. Shipping and handling costs are included in cost of revenue—inventory sales in the consolidated statements of operations. Solar Renewable Energy Certificates. Each solar renewable energy certificate ("SREC") represents the environmental benefit of one megawatt hour (1,000 kWh) generated by a solar energy system. SRECs can be sold separate from the actual electricity generated by 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, 2022 and December 31, 2021. We enter into economic hedges related to expected production of SRECs through forward contracts. While these fixed price forward contracts serve as an economic hedge against spot price fluctuations for the SRECs, the contracts do not qualify for hedge accounting and are not designated as cash flow hedges or fair value hedges. 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 counterparty. The costs related to the sales of SRECs are generally limited to broker fees (recorded in cost of revenue—other), which are only paid in connection with certain transactions. In certain circumstances we are required to purchase SRECs on the open market to fulfill minimum delivery requirements under our forward contracts. Cash Sales. Cash sales revenue represents revenue from a customer's purchase of a solar energy system from us typically when purchasing a new home. We recognize the related revenue under ASC 606 upon verification of the home closing. Loans. See discussion of loan revenue in the " Loans " section below. Other Revenue. Other revenue includes certain state and utility incentives, revenue from the direct sale of solar energy systems and energy storage systems to customers with financing provided by us and sales of service plans. We recognize revenue from state and utility incentives in the periods in which they are earned. 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 on a straight-line basis over the life of the contract, which is typically 10 years. Loans We offer a loan program, under which the customer finances the purchase of a solar energy system or energy storage system through a solar service agreement, typically for a term of 10, 15 or 25 years. We recognize cash payments received from customers on a monthly basis under our loan program (a) as interest income, to the extent attributable to earned interest on the contract that financed the customer's purchase of the solar energy system or energy storage system; (b) as a reduction of a note receivable on the balance sheet, to the extent attributable to a return of principal (whether scheduled or prepaid) on the contract that financed the customer's purchase of the solar energy system or energy storage system; and (c) as revenue, to the extent attributable to payments for operations and maintenance services provided by us. 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 600 to 720 depending on certain circumstances, and we secure the loans with the solar energy systems or energy storage systems financed. The credit evaluation process is performed once for each customer at the time the customer is entering into the solar service agreement with us. Our investments in solar energy systems and energy storage systems related to the loan program that are not yet placed in service are recorded in other assets in the consolidated balance sheets and are transferred to customer notes receivable upon being placed in service. Customer notes receivable are recorded at amortized cost, net of an allowance for credit losses (as described below), in other current assets and customer notes receivable in the consolidated balance sheets. Accrued interest receivable related to our customer notes receivable is recorded in accounts receivable—trade, net in the consolidated balance sheets. Interest income from customer notes receivable is recorded in interest income in the consolidated statements of operations. The amortized cost of our customer notes receivable is equal to the principal balance of customer notes receivable outstanding and does not include accrued interest receivable. Customer notes receivable continue to accrue interest until they are written off against the allowance, which occurs when the balance is 180 days or more past due unless the balance is in the process of collection. Customer notes receivable are considered past due one day after the due date based on the contractual terms of the loan agreement. In all cases, customer notes receivable balances are placed on a nonaccrual status or written off at an earlier date when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously written off and expected to be written off. Accrued interest receivable for customer notes receivable placed on a nonaccrual status is recorded as a reduction to interest income. Interest received on such customer notes receivable is accounted for on a cash basis until the customer notes receivable qualifies for the return to accrual status. Customer notes receivable are returned to accrual status when there is no longer any principal or interest amounts past due and future payments are reasonably assured. The allowance for credit losses is deducted from the customer notes receivable amortized cost to present the net amount expected to be collected. It is measured on a collective (pool) basis when similar risk characteristics (such as financial asset type, customer credit rating, contractual term and vintage) exist. In determining the allowance for credit losses, we identify customers with potential 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. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards. Expected credit losses are estimated over the contractual term of the loan agreements based on the best available data at the time and adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: (a) we have a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual customer or (b) the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by us. As of September 30, 2022, we have not experienced a significant increase in delinquent customer notes receivable and have not made any significant adjustments to our allowance for credit losses related to loans as a result of the COVID-19 pandemic. See Note 7, Customer Notes Receivable. Deferred Revenue Deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes (a) payments for unfulfilled performance obligations which will be recognized on a straight-line basis over the remaining term of the respective solar service agreements, net of any cash incentives earned by the customers, (b) down payments and partial or full prepayments from customers and (c) differences due to the timing of energy production versus billing for certain types of PPAs. Deferred revenue was $106.8 million as of December 31, 2020. 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 $ 490,510 $ 275,681 PPAs and leases 22,345 17,274 Solar receivables 4,668 4,864 Total (1) $ 517,523 $ 297,819 (1) Of this amount, $24.5 million and $15.3 million is recorded in other current liabilities as of September 30, 2022 and December 31, 2021, respectively. During the nine months ended September 30, 2022 and 2021, we recognized revenue of $5.6 million and $6.6 million, respectively, from amounts recorded in deferred revenue at the beginning of the respective years. 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 March 2022, the FASB issued Accounting Standards Update ("ASU") No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures , to eliminate the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. This ASU is effective for annual and interim reporting periods beginning in January 2023. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 3,442,340 $ 2,917,721 Construction in progress 356,213 188,518 Asset retirement obligations 30 53,168 45,264 Information technology systems 3 52,203 49,673 Computers and equipment 3-5 4,440 3,085 Leasehold improvements 3-6 4,437 3,160 Furniture and fixtures 7 1,132 1,132 Vehicles 4-5 1,638 1,638 Other 5-6 157 157 Property and equipment, gross 3,915,728 3,210,348 Less: accumulated depreciation (378,551) (300,735) Property and equipment, net $ 3,537,177 $ 2,909,613 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 $333.9 million and $264.6 million as of September 30, 2022 and December 31, 2021, respectively. |
Natural Disaster Losses
Natural Disaster Losses | 9 Months Ended |
Sep. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Natural Disaster Losses | Natural Disaster Losses We have insurance coverage related to property damage and business interruption. When a solar energy system is damaged by a natural disaster, we impair all or a portion of the net book value to operations and maintenance expense in the period for which the amount is probable and can be reasonably estimated. Insurance proceeds for property damage, up to the amount of impairment expense recorded for property damage, are estimated and recorded as a receivable (recorded in accounts receivable—other in the consolidated balance sheet) and a reduction to operations and maintenance expense when the receipt of the proceeds is deemed probable. Insurance proceeds for property damage that exceed the amount of impairment expense recorded and insurance proceeds related to business interruption are recorded when received, as a reduction to operations and maintenance expense. Costs incurred to repair or replace a solar energy system are capitalized (recorded in property and equipment, net in the consolidated balance sheet) and are classified as an investing cash outflow in the consolidated statement of cash flows. Insurance proceeds received for property damage are classified as an investing cash inflow in the consolidated statement of cash flows. Insurance proceeds received for business interruption are classified as an operating cash inflow in the consolidated statement of cash flows. Hurricane Fiona in Puerto Rico . In September 2022, Hurricane Fiona made landfall in Puerto Rico causing significant wind and water damage to the island's infrastructure, residences and businesses. A majority of Puerto Rico was left without electrical power. In addition, other basic utility and infrastructure services (such as water, communications, ports and other transportation networks) were severely curtailed. We are currently in the process of assessing the full extent of the damages to our operations, but our preliminary estimates are that we have no material damages to our solar energy systems and energy storage systems. Hurricane Ian in Florida . In September 2022, Hurricane Ian made landfall in Florida causing catastrophic wind and water damage to the state's infrastructure, residences and businesses. We are currently in the process of assessing the full extent of the damages to our operations, but our preliminary estimates are that we have no material damages to our solar energy systems and energy storage systems. During the nine months ended September 30, 2022, we incurred (a) $980,000 related to third-parties helping our customers, primarily restarting batteries and (b) $181,000 related to employees performing similar type work or other work related to the hurricanes. The following table presents the impact of the natural disaster losses as recorded in the unaudited condensed consolidated statements of operations: Nine Months Ended 2022 2021 (in thousands) Operations and maintenance expense: Other natural disaster-related charges $ 980 $ — General and administrative expense: Other natural disaster-related charges 181 — Total $ 1,161 $ — |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Captions | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 186,572 $ 127,955 Restricted cash 14,584 80,213 Current portion of customer notes receivable 94,061 56,074 Other prepaid assets 20,858 14,920 Current portion of investments in solar receivables 7,156 6,787 Prepaid inventory 1,065 4,835 Deferred receivables 11,070 4,818 Other 681 719 Total $ 336,047 $ 296,321 The following table presents the detail of other assets as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Construction in progress - customer notes receivable $ 391,435 $ 238,791 Exclusivity and other bonus arrangements with dealers, net 106,089 81,756 Investments in solar receivables 64,500 75,871 Restricted cash 112,676 68,583 Straight-line revenue adjustment, net 50,699 43,367 Other 195,235 62,768 Total $ 920,634 $ 571,136 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 $ 20,752 $ 22,740 Deferred revenue 24,523 15,273 Current portion of performance guarantee obligations 2,519 3,175 Current portion of operating and finance lease liability 3,002 1,850 Other 297 1,312 Total $ 51,093 $ 44,350 |
Asset Retirement Obligations ("
Asset Retirement Obligations ("ARO") | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations ("ARO") | Asset Retirement Obligations ("ARO") 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. For each solar energy system, we recognize the fair value of the ARO as a liability and capitalize that cost as part of the cost basis of the related solar energy system. The related assets are depreciated on a straight-line basis over 30 years, which is the estimated average time a solar energy system will be installed in a location before being removed, and the related liabilities are accreted to the full value over the same period of time. We revise our estimated future liabilities based on recent actual experiences, including third party cost estimates, average size of solar energy systems and inflation rates, which we evaluate at least annually. Changes in our estimated future liabilities are recorded as either a reduction or addition in the carrying amount of the remaining unamortized asset and the ARO and either decrease or increase our depreciation and accretion expense amounts prospectively. 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, 2022 2021 (in thousands) Balance at beginning of period $ 54,396 $ 41,788 Additional obligations incurred 7,962 7,010 Accretion expense 2,687 2,094 Other (79) (69) Balance at end of period $ 64,966 $ 50,823 |
Customer Notes Receivable
Customer Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
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 or energy storage system through a solar service agreement for a term of 10, 15 or 25 years. The following table presents the detail of customer notes receivable as recorded in the unaudited condensed consolidated balance sheets and the corresponding fair values: As of As of (in thousands) Customer notes receivable $ 2,234,312 $ 1,301,285 Allowance for credit losses (67,988) (41,138) Customer notes receivable, net (1) $ 2,166,324 $ 1,260,147 Estimated fair value, net $ 2,172,904 $ 1,274,099 (1) Of this amount, $94.1 million and $56.1 million is recorded in other current assets as of September 30, 2022 and December 31, 2021, respectively. The following table presents the changes in the allowance for credit losses related to customer notes receivable as recorded in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 57,043 $ 26,018 $ 41,138 $ 17,668 Provision for current expected credit losses (1) 10,945 6,518 26,814 14,867 Recoveries — — 36 — Other, net — (1) — — Balance at end of period $ 67,988 $ 32,535 $ 67,988 $ 32,535 (1) In addition, we recognized $22,000 and $49,000 during the three months ended September 30, 2022 and 2021, respectively, and $67,000 and $165,000 during the nine months ended September 30, 2022 and 2021, respectively, of provision for current expected credit losses related to our long-term receivables for our customer leases. As of September 30, 2022 and December 31, 2021, we invested $391.4 million and $238.8 million, respectively, in loan solar energy systems and energy storage systems not yet placed in service. For the three months ended September 30, 2022 and 2021, interest income related to our customer notes receivable was $15.1 million and $8.9 million, respectively. For the nine months ended September 30, 2022 and 2021, interest income related to our customer notes receivable was $39.1 million and $23.9 million, respectively. As of September 30, 2022 and December 31, 2021, accrued interest receivable related to our customer notes receivable was $5.5 million and $3.5 million, respectively. As of September 30, 2022 and December 31, 2021, there was $9.0 million and $0, respectively, of customer notes receivable not accruing interest and there was $196,000 and $0, respectively, of allowance recorded for loans on nonaccrual status. For the three months ended September 30, 2022 and 2021, interest income of $0 was recognized for loans on nonaccrual status and accrued interest receivable of $8,000 and $0, respectively, was written off by reversing interest income. For the nine months ended September 30, 2022 and 2021, interest income of $0 was recognized for loans on nonaccrual status and accrued interest receivable of $505,000 and $0, respectively, was written off by reversing interest income. We consider the performance of our customer notes receivable portfolio and its impact on our allowance for credit losses. We also evaluate the credit quality based on the aging status and payment activity. The following table presents the aging of the amortized cost of customer notes receivable: As of As of (in thousands) 1-90 days past due $ 49,973 $ 23,118 91-180 days past due 10,954 5,068 Greater than 180 days past due 11,163 10,277 Total past due 72,090 38,463 Not past due 2,162,222 1,262,822 Total $ 2,234,312 $ 1,301,285 As of September 30, 2022 and December 31, 2021, the amortized cost of our customer notes receivable more than 90 days past due but not on nonaccrual status was $22.1 million and $15.3 million, respectively. The following table presents the amortized cost by origination year of our customer notes receivable based on payment activity. Amortized Cost by Origination Year 2022 2021 2020 2019 2018 Prior Total (in thousands) Payment performance: Performing $ 992,684 $ 750,087 $ 229,865 $ 118,039 $ 77,315 $ 55,159 $ 2,223,149 Nonperforming (1) 491 5,970 1,454 1,626 1,161 461 11,163 Total $ 993,175 $ 756,057 $ 231,319 $ 119,665 $ 78,476 $ 55,620 $ 2,234,312 (1) A nonperforming loan is a loan in which the customer is in default and has not made any scheduled principal or interest payments for 181 days or more. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our subsidiaries with long-term debt include Sunnova Energy Corporation, Sunnova EZ-Own Portfolio, LLC ("EZOP"), Sunnova Helios II Issuer, LLC ("HELII"), Sunnova RAYS I Issuer, LLC ("RAYSI"), Sunnova Helios III Issuer, LLC ("HELIII"), Sunnova TEP Holdings, LLC ("TEPH"), Sunnova Sol Issuer, LLC ("SOLI"), Sunnova Helios IV Issuer, LLC ("HELIV"), Sunnova Asset Portfolio 8, LLC ("AP8"), Sunnova Sol II Issuer, LLC ("SOLII"), Sunnova Helios V Issuer, LLC ("HELV"), Sunnova Sol III Issuer, LLC ("SOLIII"), Sunnova Helios VI Issuer, LLC ("HELVI"), Sunnova Helios VII Issuer, LLC ("HELVII"), Sunnova Helios VIII Issuer, LLC ("HELVIII"), Sunnova Sol IV Issuer, LLC ("SOLIV") and Sunnova Helios IX Issuer, LLC ("HELIX"). The following table presents the detail of long-term debt, net as recorded in the unaudited condensed consolidated balance sheets: Nine Months Ended As of September 30, 2022 Year Ended As of December 31, 2021 Long-term Current Long-term Current (in thousands, except interest rates) SEI 0.25% convertible senior notes 0.71 % $ 575,000 $ — 0.70 % $ 575,000 $ — 2.625% convertible senior notes 3.38 % 600,000 — — — Debt discount, net (25,596) — (12,810) — Deferred financing costs, net (916) — (547) — Sunnova Energy Corporation 5.875% senior notes 6.54 % 400,000 — 6.42 % 400,000 — Debt discount, net (3,885) — (4,629) — Deferred financing costs, net (7,846) — (9,341) — EZOP Revolving credit facility 4.40 % 409,000 — 4.12 % 190,000 — Debt discount, net (602) — (898) — HELII Solar asset-backed notes 5.72 % 204,016 8,632 5.71 % 217,465 8,952 Debt discount, net (31) — (36) — Deferred financing costs, net (3,763) — (4,346) — RAYSI Solar asset-backed notes 5.56 % 107,538 9,120 5.55 % 115,792 4,573 Debt discount, net (1,006) — (1,166) — Deferred financing costs, net (3,558) — (3,893) — HELIII Solar loan-backed notes 4.43 % 96,700 10,555 4.79 % 105,331 10,916 Debt discount, net (1,610) — (1,838) — Deferred financing costs, net (1,546) — (1,765) — TEPH Revolving credit facility 7.23 % 317,200 — 6.86 % 118,950 — Debt discount, net (2,310) — (3,678) — SOLI Solar asset-backed notes 3.93 % 353,484 15,998 3.91 % 366,304 15,563 Debt discount, net (90) — (100) — Deferred financing costs, net (7,093) — (7,881) — HELIV Solar loan-backed notes 4.17 % 107,550 11,659 4.16 % 116,579 11,937 Debt discount, net (602) — (724) — Deferred financing costs, net (2,772) — (3,283) — AP8 Revolving credit facility — % — — 7.17 % — — SOLII Solar asset-backed notes 3.42 % 234,214 6,379 3.42 % 241,293 6,176 Debt discount, net (66) — (72) — Deferred financing costs, net (4,730) — (5,192) — HELV Solar loan-backed notes 2.47 % 145,470 15,590 2.44 % 150,743 21,354 Debt discount, net (728) — (840) — Deferred financing costs, net (2,803) — (3,230) — SOLIII Solar asset-backed notes 2.79 % 281,098 16,561 2.73 % 294,069 16,590 Debt discount, net (121) — (132) — Deferred financing costs, net (5,799) — (6,319) — HELVI Solar loan-backed notes 2.09 % 168,510 19,289 2.02 % 181,625 21,152 Debt discount, net (42) — (48) — Deferred financing costs, net (3,051) — (3,477) — HELVII Solar loan-backed notes 2.50 % 129,349 16,026 2.44 % 141,407 12,580 Debt discount, net (40) — (45) — Deferred financing costs, net (2,294) — (2,587) — HELVIII Solar loan-backed notes 3.54 % 253,739 30,221 — — Debt discount, net (5,487) — — — Deferred financing costs, net (4,250) — — — SOLIV Solar asset-backed notes 5.70 % 341,900 7,932 — — Debt discount, net (11,620) — — — Deferred financing costs, net (8,305) — — — HELIX Solar loan-backed notes 5.41 % 202,043 23,169 — — Debt discount, net (3,725) — — — Deferred financing costs, net (3,417) — — — Total $ 4,807,107 $ 191,131 $ 3,135,681 $ 129,793 Availability. As of September 30, 2022, we had $348.5 million of available borrowing capacity under our various financing arrangements, consisting of $41.0 million under the EZOP revolving credit facility, $247.5 million under the TEPH revolving credit facility and $60.0 million under the AP8 revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of September 30, 2022, we were in compliance with all debt covenants under our 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. HELVIII Debt. In February 2022, we pooled and transferred eligible solar loans and the related receivables into HELVIII, a special purpose entity, that issued $131.9 million in aggregate principal amount of Series 2022-A Class A solar loan-backed notes, $102.2 million in aggregate principal amount of Series 2022-A Class B solar loan-backed notes and $63.8 million in aggregate principal amount of Series 2022-A Class C solar loan-backed notes (collectively, the "HELVIII Notes") with a maturity date of February 2049. The HELVIII Notes were issued at a discount of 1.55% for Class A, 2.23% for Class B and 2.62% for Class C and bear interest at an annual rate of 2.79%, 3.13% and 3.53%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELVIII Notes and satisfy HELVIII's expenses, and any remaining cash can be distributed to Sunnova Helios VIII Depositor, LLC, HELVIII's sole member. In connection with the HELVIII Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to management and service agreements. In addition, Sunnova Energy Corporation has 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 and (b) certain of our subsidiaries' obligations to repurchase or substitute certain ineligible solar loans eventually sold to HELVIII pursuant to the related sale and contribution agreement. HELVIII is also required to maintain certain reserve accounts for the benefit of the holders of the HELVIII Notes, each of which must be funded at all times to the levels specified in the HELVIII Notes. The holders of the HELVIII Notes have no recourse to our other assets except as expressly set forth in the HELVIII Notes. EZOP Debt . In June 2022, we amended the EZOP revolving credit facility to, among other things, (a) extend the scheduled commitment termination date to May 2024, (b) extend the facility maturity date to November 2024, (c) increase the aggregate commitment amount from $200.0 million to $400.0 million, subject to reductions based on the outstanding principal balance of advances over certain time periods, (d) increase the uncommitted maximum facility amount from $350.0 million to $475.0 million, (e) modify the interest rate on borrowings from accruing based on the London Inter-Bank Offered Rate to accruing based on a forward-looking term rate based on the secured overnight financing rate ("Term SOFR"), plus a Term SOFR spread adjustment, (f) add an amortization event related to certain of our subsidiaries ceasing to originate solar loans (subject to certain thresholds, time periods and exceptions set forth therein), (g) add concentration limits for solar loans (1) with obligors with credit scores below certain thresholds and (2) for which the original principal balance exceeds a certain threshold and (h) modify eligibility requirements for solar loans to increase the permitted maximum original principal balance. In July 2022, we amended the EZOP revolving credit facility to, among other things, increase the uncommitted maximum facility amount from $475.0 million to $535.0 million until the earlier to occur of (a) September 29, 2022 and (b) the date upon which a specific sale of borrowing base assets and a related prepayment of outstanding debt thereunder occurs, upon the occurrence of which the uncommitted maximum facility amount will return to $475.0 million. In August 2022, we amended the EZOP revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $400.0 million to $450.0 million, (b) increase the uncommitted maximum facility amount from $535.0 million to $585.0 million, (c) amend certain provisions addressing the allocation of advances and principal payments among the lenders, (d) amend certain provisions addressing lender consent rights and related matters and (e) include certain provisions addressing service incentives and related matters. In August 2022, proceeds from the HELIX Notes (as defined below) were used to repay $151.0 million in aggregate principal amount of outstanding EZOP debt. In September 2022, we amended the EZOP revolving credit facility to, among other things, (a) decrease the uncommitted maximum facility amount from $585.0 million to $575.0 million and (b) amend certain provisions related to the agent's allocation of certain payments made to the lenders. SOLIV Debt . In June 2022, we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLIV, a special purpose entity, that issued $317.0 million in aggregate principal amount of Series 2022-1 Class A solar asset-backed notes and $38.0 million in aggregate principal amount of Series 2022-1 Class B solar asset-backed notes (collectively, the "SOLIV Notes") with a maturity date of April 2057. The SOLIV Notes were issued at a discount of 3.55% and 2.10%, respectively, and bear interest at an annual rate equal to 4.95% and 6.35%, respectively. The cash flows generated by the solar energy systems of SOLIV's subsidiaries are used to service the quarterly principal and interest payments on the SOLIV Notes and satisfy SOLIV's expenses, and any remaining cash can be distributed to Sunnova Sol IV Depositor, LLC, SOLIV's sole member. In connection with the SOLIV Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to a transaction management agreement and management and servicing agreements. In addition, Sunnova Energy Corporation has guaranteed (a) the obligations of certain of our subsidiaries to manage and service the solar energy systems pursuant to a transaction management agreement and management and servicing agreements, (b) the managing members' 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 SOLIV pursuant to the sale and contribution agreement. SOLIV is also required to maintain certain reserve accounts for the benefit of the holders of the SOLIV Notes, each of which must remain funded at all times to the levels specified in the SOLIV Notes. The indenture requires SOLIV to track the debt service coverage ratio (such ratio, the "DSCR") of (a) the amount of certain payments received from customers, certain performance based incentives, certain energy credits and any applicable insurance proceeds as of a specific date to (b) interest and scheduled principal due on the SOLIV Notes as of such date, with the potential to enter into an early amortization period if the DSCR drops below a certain threshold. The holders of the SOLIV Notes have no recourse to our other assets except as expressly set forth in the SOLIV Notes. TEPH Debt . In June 2022, proceeds from the SOLIV Notes were used to repay $271.0 million in aggregate principal amount of outstanding TEPH debt. In September 2022, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $460.7 million to $564.7 million, (b) increase the uncommitted maximum facility amount from $600.0 million to $639.7 million, (c) extend the facility maturity date to November 2024, (d) amend certain excess concentration limitations, (e) replace the London interbank offered rate with the forward-looking term rate based on the secured overnight financing rate as the interest rate benchmark and include benchmark replacement provisions and (f) include certain provisions addressing grid services revenue and related matters. See Note 16, Subsequent Events. HELIX Debt. In August 2022, we pooled and transferred eligible solar loans and the related receivables into HELIX, a special purpose entity, that issued $178.0 million in aggregate principal amount of Series 2022-B Class A solar loan-backed notes and $49.7 million in aggregate principal amount of Series 2022-B Class B solar loan-backed notes (collectively, the "HELIX Notes") with a maturity date of August 2049. The HELIX Notes were issued at a discount of 0.69% for Class A and 5.10% for Class B and bear interest at an annual rate of 5.00% and 6.00%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELIX Notes and satisfy HELIX's expenses, and any remaining cash can be distributed to Sunnova Helios IX Depositor, LLC, HELIX's sole member. In connection with the HELIX Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to management and service agreements. In addition, Sunnova Energy Corporation has 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 and (b) certain of our subsidiaries' obligations to repurchase or substitute certain ineligible solar loans eventually sold to HELIX pursuant to the related sale and contribution agreement. HELIX is also required to maintain certain reserve accounts for the benefit of the holders of the HELIX Notes, each of which must be funded at all times to the levels specified in the HELIX Notes. The holders of the HELIX Notes have no recourse to our other assets except as expressly set forth in the HELIX Notes. SEI Debt . In August 2022, we issued and sold an aggregate principal amount of $600.0 million of our 2.625% convertible senior notes ("2.625% convertible senior notes") in a private placement at a discount to the initial purchasers of 2.5%, for an aggregate purchase price of $585.0 million. The 2.625% convertible senior notes mature in February 2028 unless earlier redeemed, repurchased or converted. In connection with the pricing of the 2.625% convertible senior notes, we used proceeds of $48.4 million to enter into privately negotiated capped call transactions, which are expected to reduce the potential dilution to common shares and/or offset potential cash payments that could be required to be made in excess of the principal amount upon any exchange of notes. Such reduction and/or offset is subject to a cap initially equal to $34.24 per share, subject to adjustments. The capped call transactions cover, subject to customary adjustments, the number of shares of our common stock initially underlying the 2.625% convertible senior notes. As the capped call transactions meet certain accounting criteria, they are classified as stockholders' equity and therefore, are recorded in additional paid-in capital—common stock in the consolidated balance sheet and are not accounted for as derivatives. 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, 2022 As of December 31, 2021 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 522,821 $ 575,000 $ 568,732 SEI 2.625% convertible senior notes 600,000 593,971 — — Sunnova Energy Corporation 5.875% senior notes 400,000 365,699 400,000 391,917 EZOP revolving credit facility 409,000 409,000 190,000 190,000 HELII solar asset-backed notes 212,648 208,627 226,417 253,079 RAYSI solar asset-backed notes 116,658 106,933 120,365 129,575 HELIII solar loan-backed notes 107,255 97,083 116,247 120,465 TEPH revolving credit facility 317,200 317,200 118,950 118,950 SOLI solar asset-backed notes 369,482 320,655 381,867 382,511 HELIV solar loan-backed notes 119,209 105,559 128,516 123,189 SOLII solar asset-backed notes 240,593 193,442 247,469 231,894 HELV solar loan-backed notes 161,060 141,723 172,097 165,848 SOLIII solar asset-backed notes 297,659 245,034 310,659 302,994 HELVI solar loan-backed notes 187,799 161,195 202,777 199,159 HELVII solar loan-backed notes 145,375 127,664 153,987 153,518 HELVIII solar loan-backed notes 283,960 257,707 — — SOLIV solar asset-backed notes 349,832 342,301 — — HELIX solar loan-backed notes 225,212 214,374 — — Total (1) $ 5,117,942 $ 4,730,988 $ 3,344,351 $ 3,331,831 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $119.7 million and $78.9 million as of September 30, 2022 and December 31, 2021, respectively. For the EZOP, TEPH and AP8 debt, the estimated fair values approximate the carrying amounts primarily due to the variable nature of the interest rates of the underlying instruments. For the convertible senior notes, senior notes and the HELII, RAYSI, HELIII, SOLI, HELIV, SOLII, HELV, SOLIII, HELVI, HELVII, HELVIII, SOLIV and HELIX debt, we determined the estimated fair values based on a yield analysis of similar type debt. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Interest Rate Swaps and Caps on EZOP Debt. During the nine months ended September 30, 2022 and 2021, EZOP entered into interest rate swaps and caps for an aggregate notional amount of $506.6 million and $180.2 million, respectively, to economically hedge its exposure to the variable interest rates on a portion of the outstanding EZOP debt. No collateral was posted for the interest rate swaps and caps as they are secured under the EZOP revolving credit facility. In July 2022, the notional amount of the interest rate swaps and caps began decreasing to match EZOP's estimated monthly principal payments on the debt. During the nine months ended September 30, 2022 and 2021, EZOP unwound interest rate swaps and caps with an aggregate notional amount of $360.2 million and $131.7 million, respectively, and recorded a realized gain of $19.6 million and a realized loss of $68,000, respectively. Interest Rate Swaps and Caps on TEPH Debt. During the nine months ended September 30, 2022 and 2021, TEPH entered into interest rate swaps and caps for an aggregate notional amount of $333.7 million and $236.3 million, respectively, to economically hedge its exposure to the variable interest rates on a portion of the outstanding TEPH debt. No collateral was posted for the interest rate swaps and caps as they are secured under the TEPH revolving credit facility. In October 2023, the notional amount of the interest rate swaps will begin decreasing to match TEPH's estimated quarterly principal payments on the debt. During the nine months ended September 30, 2022 and 2021, TEPH unwound interest rate swaps and caps with an aggregate notional amount of $515.4 million and $121.3 million, respectively, and recorded a realized gain of $27.8 million and a realized loss of $1.6 million, respectively. The following table presents a summary of the outstanding derivative instruments: As of September 30, 2022 As of December 31, 2021 Effective Termination Fixed Aggregate Effective Termination Fixed Aggregate (in thousands, except interest rates) EZOP June 2022 - July 2034 0.890% $ 499,215 March 2021 - July 2033 - 1.000% $ 261,836 TEPH July 2022 January 2035 - 1.750% - 2.650% 333,749 February 2019 - January 2023 - 0.121% - 2.534% 270,170 Total $ 832,964 $ 532,006 The following table presents the fair value of the interest rate swaps and caps as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Other assets $ 117,544 $ 14,351 Other long-term liabilities — (5,330) Total, net $ 117,544 $ 9,021 We did not designate the interest rate swaps and caps 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 caps as recorded in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Realized (gain) loss $ (1,928) $ 586 $ (47,434) $ 1,693 Unrealized gain (29,059) (2,642) (35,685) (5,574) Total $ (30,987) $ (2,056) $ (83,119) $ (3,881) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOur effective income tax rate is 0% for the three and nine months ended September 30, 2022 and 2021. 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 taken in a filed tax return, planned to be taken in a future tax return or claim, or otherwise subject to interpretation and determined there were none not more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position, or prospectively approved when such approval may be sought in advance. 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, 2022 and December 31, 2021 and we do not expect a significant change in gross unrecognized tax benefits in the next twelve months. Our tax years after 2011 remain subject to examination by the Internal Revenue Service and by the taxing authorities in the states and territories in which we operate. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests and Noncontrolling Interests | Redeemable Noncontrolling Interests and Noncontrolling Interests Redeemable Noncontrolling Interests In May 2022, we admitted a tax equity investor as the Class A member of Sunnova TEP 6-E, LLC ("TEP6E"), a subsidiary of Sunnova TEP 6-E Manager, LLC, which is the Class B member of TEP6E. The Class A member of TEP6E made a total capital commitment of approximately $17.5 million. The carrying values of the redeemable noncontrolling interests were equal to or greater than the redemption values as of September 30, 2022 and December 31, 2021. See Note 16, Subsequent Events. Noncontrolling Interests In February 2022, we admitted a tax equity investor as the Class A member of Sunnova TEP 6-B, LLC ("TEP6B"), a subsidiary of Sunnova TEP 6-B Manager, LLC, which is the Class B member of TEP6B. The Class A member of TEP6B made a total capital commitment of approximately $150.0 million. In September 2022, we admitted a tax equity investor as the Class A member of Sunnova TEP 6-D, LLC ("TEP6D"), a subsidiary of Sunnova TEP 6-D Manager, LLC, which is the Class B member of TEP6D. The Class A member of TEP6D made a total capital commitment of approximately $25.0 million. See Note 16, Subsequent Events. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity In April 2022, we issued 694,446 shares of our common stock to Len x , LLC pursuant to the terms of the earnout agreement entered into in connection with the SunStreet acquisition. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation In February 2022, the aggregate number of shares of common stock that may be issued pursuant to awards under the 2019 Long-Term Incentive Plan (the "LTIP") was increased by 1,265,071, an amount which, together with the shares remaining available for grant under the LTIP, is equal to 5,667,761, or 5% of the number of shares of common stock outstanding as of December 31, 2021. Stock Options The following table summarizes stock option activity: Number Weighted Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2021 2,765,815 $ 16.71 4.91 $ 31,874 Granted 538,758 $ 27.62 9.48 $ 14.37 Exercised (2,884) $ 10.14 $ 46 Forfeited (1,966) $ 40.14 $ 18.15 Outstanding, September 30, 2022 3,299,723 $ 18.48 5.02 $ 18,379 Exercisable, September 30, 2022 2,710,515 $ 16.26 4.07 $ 18,379 Vested and expected to vest, September 30, 2022 3,299,723 $ 18.48 5.02 $ 18,379 Non-vested, September 30, 2022 589,208 $ 14.71 The number of stock options that vested during the three months ended September 30, 2022 and 2021 was 0. The number of stock options that vested during the nine months ended September 30, 2022 and 2021 was 16,816 and 0, respectively. The grant date fair value of stock options that vested during the three months ended September 30, 2022 and 2021 was $0. The grant date fair value of stock options that vested during the nine months ended September 30, 2022 and 2021 was $309,000 and $0, respectively. As of September 30, 2022, there was $7.0 million of total unrecognized compensation expense related to stock options, which is expected to be recognized over the remaining weighted average period of 2.13 years. Restricted Stock Units The following table summarizes restricted stock unit activity: Number of Weighted Outstanding, December 31, 2021 1,649,789 $ 18.48 Granted 1,015,949 $ 23.85 Vested (948,404) $ 19.47 Forfeited (62,939) $ 25.86 Outstanding, September 30, 2022 1,654,395 $ 20.93 The number of restricted stock units that vested during the three months ended September 30, 2022 and 2021 was 245,740 and 240,010, respectively. The number of restricted stock units that vested during the nine months ended September 30, 2022 and 2021 was 948,404 and 913,434, respectively. The grant date fair value of restricted stock units that vested during the three months ended September 30, 2022 and 2021 was $3.4 million and $2.9 million, respectively. The grant date fair value of restricted stock units that vested during the nine months ended September 30, 2022 and 2021 was $18.5 million and $15.3 million, respectively. As of September 30, 2022, there was $27.1 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over the remaining weighted average period of 1.55 years. Employee Stock Purchase Plan Effective May 2022, we established an Employee Stock Purchase Plan (the "ESPP"). We are authorized to issue up to an aggregate 750,000 shares of common stock under the ESPP. The ESPP allows eligible employees (as defined in the ESPP) to purchase shares of our common stock at a price per share equal to 95% of the lesser of the closing price of our common stock on the grant date or the purchase date. No shares of common stock were issued under the ESPP as of September 30, 2022. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 2022 2021 (in thousands, except share and per share amounts) Net loss attributable to common stockholders—basic and diluted $ (62,047) $ (27,541) $ (132,633) $ (123,920) Net loss per share attributable to common stockholders—basic and diluted $ (0.54) $ (0.25) $ (1.16) $ (1.12) Weighted average common shares outstanding—basic and diluted 114,816,879 112,159,698 114,293,251 110,185,333 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 2022 2021 2022 2021 Equity-based compensation awards 5,033,658 4,574,364 4,906,182 4,727,081 Convertible senior notes 25,294,010 16,628,073 19,548,462 8,875,206 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022, we recorded $3.9 million related to our guarantee of certain specified minimum solar energy production output under our leases and loans, of which $2.5 million is recorded in other current liabilities and $1.4 million is recorded in other long-term liabilities in the unaudited condensed consolidated balance sheet. As of December 31, 2021, we recorded $5.3 million related to these guarantees, of which $3.2 million is recorded in other current liabilities and $2.1 million is recorded 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, 2022 2021 (in thousands) Balance at beginning of period $ 5,293 $ 5,718 Accruals 1,811 2,323 Settlements (3,170) (3,275) Balance at end of period $ 3,934 $ 4,766 Operating and Finance Leases . We lease real estate and certain office equipment under operating leases and vehicles and certain other office equipment under finance leases. The following table presents the detail of lease expense as recorded in general and administrative expense in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 676 $ 401 $ 2,061 $ 1,164 Finance lease expense: Amortization expense 201 157 562 251 Interest on lease liabilities 15 14 42 24 Short-term lease expense 37 29 97 51 Variable lease expense 190 274 712 831 Total $ 1,119 $ 875 $ 3,474 $ 2,321 The following table presents the detail of right-of-use assets and lease liabilities as recorded in other assets other current liabilities other long-term liabilities As of As of (in thousands) Right-of-use assets: Operating leases $ 15,193 $ 16,483 Finance leases 2,384 2,187 Total right-of-use assets $ 17,577 $ 18,670 Current lease liabilities: Operating leases $ 2,267 $ 1,190 Finance leases 735 660 Long-term leases liabilities: Operating leases 16,136 17,684 Finance leases 963 1,024 Total lease liabilities $ 20,101 $ 20,558 Other information related to leases was as follows: Nine Months Ended 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 1,242 $ 883 Operating cash flows from finance leases $ 42 $ 24 Financing cash flows from finance leases $ 601 $ 283 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 226 $ 452 Finance leases $ 758 $ 2,089 (1) Includes reimbursements in 2022 and 2021 of approximately $45,000 and $423,000, respectively, for leasehold improvements. As of As of Weighted average remaining lease term (years): Operating leases 6.85 7.54 Finance leases 2.93 3.35 Weighted average discount rate: Operating leases 3.95 % 3.92 % Finance leases 3.83 % 3.11 % Future minimum lease payments under our non-cancelable leases as of September 30, 2022 were as follows: Operating Finance (in thousands) Remaining 2022 $ 653 $ 205 2023 3,133 750 2024 3,118 542 2025 3,168 248 2026 3,236 44 2027 and thereafter 8,789 — Total 22,097 1,789 Amount representing interest (2,821) (91) Amount representing leasehold incentives (873) — Present value of future payments 18,403 1,698 Current portion of lease liability (2,267) (735) Long-term portion of lease liability $ 16,136 $ 963 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, 2022 and December 31, 2021, the net unamortized balance of payments to dealers for exclusivity and other similar arrangements was $106.1 million and $81.8 million, respectively. Under these agreements, we paid $6.7 million and $5.8 million during the three months ended September 30, 2022 and 2021, respectively, and we paid $33.6 million and $25.7 million during the nine months ended September 30, 2022 and 2021, respectively. We could be obligated to make maximum payments, excluding additional amounts payable on a per watt basis if even higher thresholds are met, as follows: Dealer (in thousands) Remaining 2022 $ 3,528 2023 35,977 2024 37,755 2025 27,971 2026 6,904 2027 and thereafter — Total $ 112,135 Purchase Commitments. In December 2021, we amended an agreement with a supplier in which we agreed to purchase at least 1,420 megawatt hours of solar energy systems, energy storage systems and accessories through December 2023. The amendment does not contain specific dollar amounts or thresholds; however, as of September 30, 2022, we estimate these remaining purchase commitments will range from $480.0 million to $520.0 million. During the three and nine months ended September 30, 2022, we purchased $55.4 million and $141.1 million, respectively, under this agreement. Information Technology Commitments. We have certain long-term contractual commitments related to information technology software services and licenses. Future commitments as of September 30, 2022 were as follows: Information (in thousands) Remaining 2022 $ 16,011 2023 22,918 2024 5,612 2025 18 2026 — 2027 and thereafter — Total $ 44,559 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events TEPH Debt. In October 2022, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $564.7 million to $600.0 million and (b) increase the uncommitted maximum facility amount from $639.7 million to $689.7 million. Redeemable Noncontrolling Interests. In October 2022, we admitted a tax equity investor as the Class A member of Sunnova TEP 6-C, LLC ("TEP6C"), a subsidiary of Sunnova TEP 6-C Manager, LLC, which is the Class B member of TEP6C. The Class A member of TEP6C made a total capital commitment of approximately $30.0 million. Noncontrolling Interests. In October 2022, the Class A member of TEP6D increased its capital commitment from $25.0 million to $75.0 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 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 2021 annual audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K filed with the SEC on February 24, 2022. Our 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 our continual growth, seasonal fluctuations in demand for power, timing of maintenance and other expenditures, changes in interest expense and other factors. Our interim financial statements include our accounts 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 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 holding a majority of the voting interests. A primary beneficiary is defined as the party that has (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. We do not |
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 application of GAAP in 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 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 ReceivableAccounts Receivable—Trade. Accounts receivable—trade primarily represents trade receivables from residential customers that are generally collected in the subsequent month. Accounts receivable—trade is recorded net of an allowance for credit losses, which is based on our assessment of the collectability of customer accounts based on the best available data at the time. We review the allowance by considering factors such as historical experience, customer credit rating, contractual term, aging category and current economic conditions that may affect a customer's ability to pay to identify customers with potential disputes or collection issues. We write off accounts receivable when we deem them uncollectible. Accounts Receivable—Other. Accounts receivable—other primarily represents receivables from our dealers or other parties related to the sale of inventory and the use of inventory procured by us. |
Inventory | InventoryInventory is stated at the lower of cost and net realizable value using the first-in, first-out method. Inventory primarily represents (a) raw materials, such as energy storage systems, photovoltaic modules, inverters, meters and modems, (b) homebuilder construction in progress and (c) other associated equipment purchased. These materials are typically procured by us and used by our dealers, sold to our dealers or held for use as original parts on new solar energy systems or replacement parts on existing solar energy systems. We remove these items from inventory and record the transaction in typically one of these manners: (a) expense to operations and maintenance expense when installed as a replacement part for a solar energy system, (b) recognize in accounts receivable—other when procured by us and used by our dealers, (c) expense to cost of revenue—inventory sales if sold directly to a dealer or other party, (d) capitalize to property and equipment when installed on an existing home or (e) capitalize to property and equipment when placed in service under the homebuilder program. We periodically evaluate our inventory for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventory down to net realizable value. |
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 at the measurement date. 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 cash, accounts receivable, customer notes receivable, investments in solar receivables, accounts payable, accrued expenses, long-term debt, interest rate swaps and contingent consideration. 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 and based on quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (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). We estimate the fair value of our investments in solar receivables based on a discounted cash flows model that utilizes market data related to solar irradiance, production factors by region and projected electric utility rates in order to build up revenue projections (Level 3). In addition, lease-related revenue and maintenance and service costs were supported through the use of available market studies and data. We estimate the fair value of our fixed-rate long-term debt based on interest rates currently offered for debt with similar maturities and terms (Level 3). 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). For contingent consideration, we estimate the fair value of the installation earnout using the Monte Carlo model based on the forecasted placements for the installations and the microgrid earnout using a scenario-based methodology based on the probabilities of the microgrid earnout, both using Level 3 inputs. See Note 7, Customer Notes Receivable, Note 8, Long-Term Debt and Note 9, Derivative Instruments. |
Revenue / Loans / Deferred Revenue | Revenue We recognize revenue from contracts with customers as we satisfy our performance obligations at a transaction price reflecting an amount of consideration based upon an estimated rate of return, net of cash incentives. We express this rate of return as the solar rate per kilowatt hour ("kWh") in the customer contract. The amount of revenue we recognize does not equal customer cash payments because we satisfy performance obligations 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 $2.7 billion as of September 30, 2022, 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 four years. Certain customers may receive cash incentives. We defer recognition of the payment of these cash incentives and recognize them over the life of the contract as a reduction to revenue. The deferred payment is recorded in other assets for customers who receive the cash incentives under our lease and PPA agreements, and as a contra-liability in other long-term liabilities for customers who receive the cash incentives under our loan agreements. 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 20 or 25 years with an opportunity for customers to renew for up to an additional 10 years, via two five-year or one 10-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 20 or 25 years with an opportunity for customers to renew for up to an additional 10 years, via two five-year or one 10-year renewal options. In most cases, we provide customers under our lease agreements 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 specified minimum solar energy production output may not be achieved due to natural fluctuations in the weather or equipment failures from exposure and wear and tear outside of our control, among other factors. We determine the amount of the guaranteed output based on a number of different factors, including: (a) the specific site information related 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 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 are 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 as early as the first anniversary of the solar energy system's placed in service date and then every annual period thereafter. See Note 15, Commitments and Contingencies. Inventory Sales . Inventory sales revenue represents revenue from the direct sale of inventory to our dealers or other parties. We recognize the related revenue under ASC 606 upon shipment. Shipping and handling costs are included in cost of revenue—inventory sales in the consolidated statements of operations. Solar Renewable Energy Certificates. Each solar renewable energy certificate ("SREC") represents the environmental benefit of one megawatt hour (1,000 kWh) generated by a solar energy system. SRECs can be sold separate from the actual electricity generated by 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, 2022 and December 31, 2021. We enter into economic hedges related to expected production of SRECs through forward contracts. While these fixed price forward contracts serve as an economic hedge against spot price fluctuations for the SRECs, the contracts do not qualify for hedge accounting and are not designated as cash flow hedges or fair value hedges. 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 counterparty. The costs related to the sales of SRECs are generally limited to broker fees (recorded in cost of revenue—other), which are only paid in connection with certain transactions. In certain circumstances we are required to purchase SRECs on the open market to fulfill minimum delivery requirements under our forward contracts. Cash Sales. Cash sales revenue represents revenue from a customer's purchase of a solar energy system from us typically when purchasing a new home. We recognize the related revenue under ASC 606 upon verification of the home closing. Loans. See discussion of loan revenue in the " Loans " section below. Other Revenue. Other revenue includes certain state and utility incentives, revenue from the direct sale of solar energy systems and energy storage systems to customers with financing provided by us and sales of service plans. We recognize revenue from state and utility incentives in the periods in which they are earned. 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 on a straight-line basis over the life of the contract, which is typically 10 years. Loans We offer a loan program, under which the customer finances the purchase of a solar energy system or energy storage system through a solar service agreement, typically for a term of 10, 15 or 25 years. We recognize cash payments received from customers on a monthly basis under our loan program (a) as interest income, to the extent attributable to earned interest on the contract that financed the customer's purchase of the solar energy system or energy storage system; (b) as a reduction of a note receivable on the balance sheet, to the extent attributable to a return of principal (whether scheduled or prepaid) on the contract that financed the customer's purchase of the solar energy system or energy storage system; and (c) as revenue, to the extent attributable to payments for operations and maintenance services provided by us. 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 600 to 720 depending on certain circumstances, and we secure the loans with the solar energy systems or energy storage systems financed. The credit evaluation process is performed once for each customer at the time the customer is entering into the solar service agreement with us. Our investments in solar energy systems and energy storage systems related to the loan program that are not yet placed in service are recorded in other assets in the consolidated balance sheets and are transferred to customer notes receivable upon being placed in service. Customer notes receivable are recorded at amortized cost, net of an allowance for credit losses (as described below), in other current assets and customer notes receivable in the consolidated balance sheets. Accrued interest receivable related to our customer notes receivable is recorded in accounts receivable—trade, net in the consolidated balance sheets. Interest income from customer notes receivable is recorded in interest income in the consolidated statements of operations. The amortized cost of our customer notes receivable is equal to the principal balance of customer notes receivable outstanding and does not include accrued interest receivable. Customer notes receivable continue to accrue interest until they are written off against the allowance, which occurs when the balance is 180 days or more past due unless the balance is in the process of collection. Customer notes receivable are considered past due one day after the due date based on the contractual terms of the loan agreement. In all cases, customer notes receivable balances are placed on a nonaccrual status or written off at an earlier date when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously written off and expected to be written off. Accrued interest receivable for customer notes receivable placed on a nonaccrual status is recorded as a reduction to interest income. Interest received on such customer notes receivable is accounted for on a cash basis until the customer notes receivable qualifies for the return to accrual status. Customer notes receivable are returned to accrual status when there is no longer any principal or interest amounts past due and future payments are reasonably assured. The allowance for credit losses is deducted from the customer notes receivable amortized cost to present the net amount expected to be collected. It is measured on a collective (pool) basis when similar risk characteristics (such as financial asset type, customer credit rating, contractual term and vintage) exist. In determining the allowance for credit losses, we identify customers with potential 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. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards. Expected credit losses are estimated over the contractual term of the loan agreements based on the best available data at the time and adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: (a) we have a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual customer or (b) the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by us. As of September 30, 2022, we have not experienced a significant increase in delinquent customer notes receivable and have not made any significant adjustments to our allowance for credit losses related to loans as a result of the COVID-19 pandemic. See Note 7, Customer Notes Receivable. Deferred Revenue |
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 March 2022, the FASB issued Accounting Standards Update ("ASU") No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures , to eliminate the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. This ASU is effective for annual and interim reporting periods beginning in January 2023. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Changes in the allowance for credit losses | The following table presents the changes in the allowance for credit losses recorded against accounts receivable — trade, net in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 1,198 $ 858 $ 1,044 $ 912 Provision for current expected credit losses 802 485 1,891 1,322 Write off of uncollectible accounts (717) (424) (1,769) (1,410) Recoveries 83 54 200 148 Other, net — — — 1 Balance at end of period $ 1,366 $ 973 $ 1,366 $ 973 The following table presents the changes in the allowance for credit losses related to customer notes receivable as recorded in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 57,043 $ 26,018 $ 41,138 $ 17,668 Provision for current expected credit losses (1) 10,945 6,518 26,814 14,867 Recoveries — — 36 — Other, net — (1) — — Balance at end of period $ 67,988 $ 32,535 $ 67,988 $ 32,535 (1) In addition, we recognized $22,000 and $49,000 during the three months ended September 30, 2022 and 2021, respectively, and $67,000 and $165,000 during the nine months ended September 30, 2022 and 2021, respectively, of provision for current expected credit losses related to our long-term receivables for our customer leases. |
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) Modules and inverters $ 41,728 $ 60,661 Energy storage systems and components 98,944 43,071 Homebuilder construction in progress 45,055 23,642 Meters and modems 362 581 Other 483 — Total $ 186,572 $ 127,955 |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following tables present our financial instruments measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: As of September 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Financial assets: Investments in solar receivables $ 71,656 $ — $ — $ 71,656 Derivative assets 117,544 — 117,544 — Total $ 189,200 $ — $ 117,544 $ 71,656 Financial liabilities: Contingent consideration $ 45,161 $ — $ — $ 45,161 Total $ 45,161 $ — $ — $ 45,161 As of December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Financial assets: Investments in solar receivables $ 82,658 $ — $ — $ 82,658 Derivative assets 14,351 — 14,351 — Total $ 97,009 $ — $ 14,351 $ 82,658 Financial liabilities: Contingent consideration $ 67,895 $ — $ — $ 67,895 Derivative liabilities 5,330 — 5,330 — Total $ 73,225 $ — $ 5,330 $ 67,895 |
Schedule of Changes in Fair Value of Financial Assets on a Recurring Basis | The following table summarizes the change in fair value of our financial assets accounted for at fair value on a recurring basis using Level 3 inputs as recorded in other current assets and other assets in the unaudited condensed consolidated balance sheets: Nine Months Ended 2022 2021 (in thousands) Balance at beginning of period $ 82,658 $ — Settlements (8,090) — Loss recognized in earnings (2,912) — Balance at end of period $ 71,656 $ — |
Schedule of changes in fair value of liabilities accounted for an a recurring basis | 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 other long-term liabilities in the unaudited condensed consolidated balance sheets: Nine Months Ended 2022 2021 (in thousands) Balance at beginning of period $ 67,895 $ — Additions — 90,400 Settlements (16,014) — Gain recognized in earnings (6,720) (4,726) Balance at end of period $ 45,161 $ 85,674 The following table summarizes the significant unobservable inputs used in the valuation of our liabilities using Level 3 inputs: Unobservable Weighted Liabilities: Contingent consideration - installation earnout Volatility 35.00% Revenue risk premium 15.80% Risk-free discount rate 4.24% Contingent consideration - microgrid earnout Probability of success 25.00% Risk-free discount rate 4.24% |
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 2022 2021 2022 2021 (in thousands) PPA revenue $ 31,891 $ 25,359 $ 84,235 $ 68,443 Lease revenue 25,912 17,845 71,717 51,765 Inventory sales revenue 45,528 — 99,773 — Solar renewable energy certificate revenue 16,241 12,858 37,172 30,648 Cash sales revenue 18,933 8,680 45,695 15,618 Loan revenue 5,012 2,126 12,582 5,000 Other revenue 5,847 2,033 10,924 5,259 Total $ 149,364 $ 68,901 $ 362,098 $ 176,733 |
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 $ 490,510 $ 275,681 PPAs and leases 22,345 17,274 Solar receivables 4,668 4,864 Total (1) $ 517,523 $ 297,819 (1) Of this amount, $24.5 million and $15.3 million is recorded in other current liabilities as of September 30, 2022 and December 31, 2021, respectively. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 3,442,340 $ 2,917,721 Construction in progress 356,213 188,518 Asset retirement obligations 30 53,168 45,264 Information technology systems 3 52,203 49,673 Computers and equipment 3-5 4,440 3,085 Leasehold improvements 3-6 4,437 3,160 Furniture and fixtures 7 1,132 1,132 Vehicles 4-5 1,638 1,638 Other 5-6 157 157 Property and equipment, gross 3,915,728 3,210,348 Less: accumulated depreciation (378,551) (300,735) Property and equipment, net $ 3,537,177 $ 2,909,613 |
Natural Disaster Losses (Tables
Natural Disaster Losses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Schedule of disaster losses | The following table presents the impact of the natural disaster losses as recorded in the unaudited condensed consolidated statements of operations: Nine Months Ended 2022 2021 (in thousands) Operations and maintenance expense: Other natural disaster-related charges $ 980 $ — General and administrative expense: Other natural disaster-related charges 181 — Total $ 1,161 $ — |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Captions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 186,572 $ 127,955 Restricted cash 14,584 80,213 Current portion of customer notes receivable 94,061 56,074 Other prepaid assets 20,858 14,920 Current portion of investments in solar receivables 7,156 6,787 Prepaid inventory 1,065 4,835 Deferred receivables 11,070 4,818 Other 681 719 Total $ 336,047 $ 296,321 |
Schedule of other assets | The following table presents the detail of other assets as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Construction in progress - customer notes receivable $ 391,435 $ 238,791 Exclusivity and other bonus arrangements with dealers, net 106,089 81,756 Investments in solar receivables 64,500 75,871 Restricted cash 112,676 68,583 Straight-line revenue adjustment, net 50,699 43,367 Other 195,235 62,768 Total $ 920,634 $ 571,136 |
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 $ 20,752 $ 22,740 Deferred revenue 24,523 15,273 Current portion of performance guarantee obligations 2,519 3,175 Current portion of operating and finance lease liability 3,002 1,850 Other 297 1,312 Total $ 51,093 $ 44,350 |
Asset Retirement Obligations _2
Asset Retirement Obligations ("ARO") (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 (in thousands) Balance at beginning of period $ 54,396 $ 41,788 Additional obligations incurred 7,962 7,010 Accretion expense 2,687 2,094 Other (79) (69) Balance at end of period $ 64,966 $ 50,823 |
Customer Notes Receivable (Tabl
Customer Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Fair values of notes receivable and corresponding carrying amounts | The following table presents the detail of customer notes receivable as recorded in the unaudited condensed consolidated balance sheets and the corresponding fair values: As of As of (in thousands) Customer notes receivable $ 2,234,312 $ 1,301,285 Allowance for credit losses (67,988) (41,138) Customer notes receivable, net (1) $ 2,166,324 $ 1,260,147 Estimated fair value, net $ 2,172,904 $ 1,274,099 (1) Of this amount, $94.1 million and $56.1 million is recorded in other current assets as of September 30, 2022 and December 31, 2021, respectively. |
Changes in the allowance for credit losses | The following table presents the changes in the allowance for credit losses recorded against accounts receivable — trade, net in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 1,198 $ 858 $ 1,044 $ 912 Provision for current expected credit losses 802 485 1,891 1,322 Write off of uncollectible accounts (717) (424) (1,769) (1,410) Recoveries 83 54 200 148 Other, net — — — 1 Balance at end of period $ 1,366 $ 973 $ 1,366 $ 973 The following table presents the changes in the allowance for credit losses related to customer notes receivable as recorded in the unaudited condensed consolidated balance sheets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Balance at beginning of period $ 57,043 $ 26,018 $ 41,138 $ 17,668 Provision for current expected credit losses (1) 10,945 6,518 26,814 14,867 Recoveries — — 36 — Other, net — (1) — — Balance at end of period $ 67,988 $ 32,535 $ 67,988 $ 32,535 (1) In addition, we recognized $22,000 and $49,000 during the three months ended September 30, 2022 and 2021, respectively, and $67,000 and $165,000 during the nine months ended September 30, 2022 and 2021, respectively, of provision for current expected credit losses related to our long-term receivables for our customer leases. |
Financing receivable, past due | The following table presents the aging of the amortized cost of customer notes receivable: As of As of (in thousands) 1-90 days past due $ 49,973 $ 23,118 91-180 days past due 10,954 5,068 Greater than 180 days past due 11,163 10,277 Total past due 72,090 38,463 Not past due 2,162,222 1,262,822 Total $ 2,234,312 $ 1,301,285 |
Financing receivable amortized cost of customer notes receivable | The following table presents the amortized cost by origination year of our customer notes receivable based on payment activity. Amortized Cost by Origination Year 2022 2021 2020 2019 2018 Prior Total (in thousands) Payment performance: Performing $ 992,684 $ 750,087 $ 229,865 $ 118,039 $ 77,315 $ 55,159 $ 2,223,149 Nonperforming (1) 491 5,970 1,454 1,626 1,161 461 11,163 Total $ 993,175 $ 756,057 $ 231,319 $ 119,665 $ 78,476 $ 55,620 $ 2,234,312 (1) A nonperforming loan is a loan in which the customer is in default and has not made any scheduled principal or interest payments for 181 days or more. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table presents the detail of long-term debt, net as recorded in the unaudited condensed consolidated balance sheets: Nine Months Ended As of September 30, 2022 Year Ended As of December 31, 2021 Long-term Current Long-term Current (in thousands, except interest rates) SEI 0.25% convertible senior notes 0.71 % $ 575,000 $ — 0.70 % $ 575,000 $ — 2.625% convertible senior notes 3.38 % 600,000 — — — Debt discount, net (25,596) — (12,810) — Deferred financing costs, net (916) — (547) — Sunnova Energy Corporation 5.875% senior notes 6.54 % 400,000 — 6.42 % 400,000 — Debt discount, net (3,885) — (4,629) — Deferred financing costs, net (7,846) — (9,341) — EZOP Revolving credit facility 4.40 % 409,000 — 4.12 % 190,000 — Debt discount, net (602) — (898) — HELII Solar asset-backed notes 5.72 % 204,016 8,632 5.71 % 217,465 8,952 Debt discount, net (31) — (36) — Deferred financing costs, net (3,763) — (4,346) — RAYSI Solar asset-backed notes 5.56 % 107,538 9,120 5.55 % 115,792 4,573 Debt discount, net (1,006) — (1,166) — Deferred financing costs, net (3,558) — (3,893) — HELIII Solar loan-backed notes 4.43 % 96,700 10,555 4.79 % 105,331 10,916 Debt discount, net (1,610) — (1,838) — Deferred financing costs, net (1,546) — (1,765) — TEPH Revolving credit facility 7.23 % 317,200 — 6.86 % 118,950 — Debt discount, net (2,310) — (3,678) — SOLI Solar asset-backed notes 3.93 % 353,484 15,998 3.91 % 366,304 15,563 Debt discount, net (90) — (100) — Deferred financing costs, net (7,093) — (7,881) — HELIV Solar loan-backed notes 4.17 % 107,550 11,659 4.16 % 116,579 11,937 Debt discount, net (602) — (724) — Deferred financing costs, net (2,772) — (3,283) — AP8 Revolving credit facility — % — — 7.17 % — — SOLII Solar asset-backed notes 3.42 % 234,214 6,379 3.42 % 241,293 6,176 Debt discount, net (66) — (72) — Deferred financing costs, net (4,730) — (5,192) — HELV Solar loan-backed notes 2.47 % 145,470 15,590 2.44 % 150,743 21,354 Debt discount, net (728) — (840) — Deferred financing costs, net (2,803) — (3,230) — SOLIII Solar asset-backed notes 2.79 % 281,098 16,561 2.73 % 294,069 16,590 Debt discount, net (121) — (132) — Deferred financing costs, net (5,799) — (6,319) — HELVI Solar loan-backed notes 2.09 % 168,510 19,289 2.02 % 181,625 21,152 Debt discount, net (42) — (48) — Deferred financing costs, net (3,051) — (3,477) — HELVII Solar loan-backed notes 2.50 % 129,349 16,026 2.44 % 141,407 12,580 Debt discount, net (40) — (45) — Deferred financing costs, net (2,294) — (2,587) — HELVIII Solar loan-backed notes 3.54 % 253,739 30,221 — — Debt discount, net (5,487) — — — Deferred financing costs, net (4,250) — — — SOLIV Solar asset-backed notes 5.70 % 341,900 7,932 — — Debt discount, net (11,620) — — — Deferred financing costs, net (8,305) — — — HELIX Solar loan-backed notes 5.41 % 202,043 23,169 — — Debt discount, net (3,725) — — — Deferred financing costs, net (3,417) — — — Total $ 4,807,107 $ 191,131 $ 3,135,681 $ 129,793 |
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, 2022 As of December 31, 2021 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 522,821 $ 575,000 $ 568,732 SEI 2.625% convertible senior notes 600,000 593,971 — — Sunnova Energy Corporation 5.875% senior notes 400,000 365,699 400,000 391,917 EZOP revolving credit facility 409,000 409,000 190,000 190,000 HELII solar asset-backed notes 212,648 208,627 226,417 253,079 RAYSI solar asset-backed notes 116,658 106,933 120,365 129,575 HELIII solar loan-backed notes 107,255 97,083 116,247 120,465 TEPH revolving credit facility 317,200 317,200 118,950 118,950 SOLI solar asset-backed notes 369,482 320,655 381,867 382,511 HELIV solar loan-backed notes 119,209 105,559 128,516 123,189 SOLII solar asset-backed notes 240,593 193,442 247,469 231,894 HELV solar loan-backed notes 161,060 141,723 172,097 165,848 SOLIII solar asset-backed notes 297,659 245,034 310,659 302,994 HELVI solar loan-backed notes 187,799 161,195 202,777 199,159 HELVII solar loan-backed notes 145,375 127,664 153,987 153,518 HELVIII solar loan-backed notes 283,960 257,707 — — SOLIV solar asset-backed notes 349,832 342,301 — — HELIX solar loan-backed notes 225,212 214,374 — — Total (1) $ 5,117,942 $ 4,730,988 $ 3,344,351 $ 3,331,831 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $119.7 million and $78.9 million as of September 30, 2022 and December 31, 2021, respectively. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 As of December 31, 2021 Effective Termination Fixed Aggregate Effective Termination Fixed Aggregate (in thousands, except interest rates) EZOP June 2022 - July 2034 0.890% $ 499,215 March 2021 - July 2033 - 1.000% $ 261,836 TEPH July 2022 January 2035 - 1.750% - 2.650% 333,749 February 2019 - January 2023 - 0.121% - 2.534% 270,170 Total $ 832,964 $ 532,006 |
Fair value of interest rate swaps | The following table presents the fair value of the interest rate swaps and caps as recorded in the unaudited condensed consolidated balance sheets: As of As of (in thousands) Other assets $ 117,544 $ 14,351 Other long-term liabilities — (5,330) Total, net $ 117,544 $ 9,021 Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Realized (gain) loss $ (1,928) $ 586 $ (47,434) $ 1,693 Unrealized gain (29,059) (2,642) (35,685) (5,574) Total $ (30,987) $ (2,056) $ (83,119) $ (3,881) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock option activity | The following table summarizes stock option activity: Number Weighted Weighted Weighted Aggregate (in thousands) Outstanding, December 31, 2021 2,765,815 $ 16.71 4.91 $ 31,874 Granted 538,758 $ 27.62 9.48 $ 14.37 Exercised (2,884) $ 10.14 $ 46 Forfeited (1,966) $ 40.14 $ 18.15 Outstanding, September 30, 2022 3,299,723 $ 18.48 5.02 $ 18,379 Exercisable, September 30, 2022 2,710,515 $ 16.26 4.07 $ 18,379 Vested and expected to vest, September 30, 2022 3,299,723 $ 18.48 5.02 $ 18,379 Non-vested, September 30, 2022 589,208 $ 14.71 |
Restricted stock unit activity | The following table summarizes restricted stock unit activity: Number of Weighted Outstanding, December 31, 2021 1,649,789 $ 18.48 Granted 1,015,949 $ 23.85 Vested (948,404) $ 19.47 Forfeited (62,939) $ 25.86 Outstanding, September 30, 2022 1,654,395 $ 20.93 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 2022 2021 (in thousands, except share and per share amounts) Net loss attributable to common stockholders—basic and diluted $ (62,047) $ (27,541) $ (132,633) $ (123,920) Net loss per share attributable to common stockholders—basic and diluted $ (0.54) $ (0.25) $ (1.16) $ (1.12) Weighted average common shares outstanding—basic and diluted 114,816,879 112,159,698 114,293,251 110,185,333 |
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 2022 2021 2022 2021 Equity-based compensation awards 5,033,658 4,574,364 4,906,182 4,727,081 Convertible senior notes 25,294,010 16,628,073 19,548,462 8,875,206 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 (in thousands) Balance at beginning of period $ 5,293 $ 5,718 Accruals 1,811 2,323 Settlements (3,170) (3,275) Balance at end of period $ 3,934 $ 4,766 |
Lease expense | The following table presents the detail of lease expense as recorded in general and administrative expense in the unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 676 $ 401 $ 2,061 $ 1,164 Finance lease expense: Amortization expense 201 157 562 251 Interest on lease liabilities 15 14 42 24 Short-term lease expense 37 29 97 51 Variable lease expense 190 274 712 831 Total $ 1,119 $ 875 $ 3,474 $ 2,321 Other information related to leases was as follows: Nine Months Ended 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 1,242 $ 883 Operating cash flows from finance leases $ 42 $ 24 Financing cash flows from finance leases $ 601 $ 283 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 226 $ 452 Finance leases $ 758 $ 2,089 (1) Includes reimbursements in 2022 and 2021 of approximately $45,000 and $423,000, respectively, for leasehold improvements. As of As of Weighted average remaining lease term (years): Operating leases 6.85 7.54 Finance leases 2.93 3.35 Weighted average discount rate: Operating leases 3.95 % 3.92 % Finance leases 3.83 % 3.11 % |
Lease assets and liabilities | The following table presents the detail of right-of-use assets and lease liabilities as recorded in other assets other current liabilities other long-term liabilities As of As of (in thousands) Right-of-use assets: Operating leases $ 15,193 $ 16,483 Finance leases 2,384 2,187 Total right-of-use assets $ 17,577 $ 18,670 Current lease liabilities: Operating leases $ 2,267 $ 1,190 Finance leases 735 660 Long-term leases liabilities: Operating leases 16,136 17,684 Finance leases 963 1,024 Total lease liabilities $ 20,101 $ 20,558 |
Operating lease, future minimum lease payments | Future minimum lease payments under our non-cancelable leases as of September 30, 2022 were as follows: Operating Finance (in thousands) Remaining 2022 $ 653 $ 205 2023 3,133 750 2024 3,118 542 2025 3,168 248 2026 3,236 44 2027 and thereafter 8,789 — Total 22,097 1,789 Amount representing interest (2,821) (91) Amount representing leasehold incentives (873) — Present value of future payments 18,403 1,698 Current portion of lease liability (2,267) (735) Long-term portion of lease liability $ 16,136 $ 963 |
Other commitments | Dealer Commitments. As of September 30, 2022 and December 31, 2021, the net unamortized balance of payments to dealers for exclusivity and other similar arrangements was $106.1 million and $81.8 million, respectively. Under these agreements, we paid $6.7 million and $5.8 million during the three months ended September 30, 2022 and 2021, respectively, and we paid $33.6 million and $25.7 million during the nine months ended September 30, 2022 and 2021, respectively. We could be obligated to make maximum payments, excluding additional amounts payable on a per watt basis if even higher thresholds are met, as follows: Dealer (in thousands) Remaining 2022 $ 3,528 2023 35,977 2024 37,755 2025 27,971 2026 6,904 2027 and thereafter — Total $ 112,135 |
Future commitments | Future commitments as of September 30, 2022 were as follows: Information (in thousands) Remaining 2022 $ 16,011 2023 22,918 2024 5,612 2025 18 2026 — 2027 and thereafter — Total $ 44,559 |
Description of Business and B_2
Description of Business and Basis of Presentation - (Details) customer in Thousands, $ in Billions | 9 Months Ended | 38 Months Ended |
Sep. 30, 2022 renewalOption customer state | Sep. 30, 2022 USD ($) state | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of customers | customer | 246 | |
Number of states in which entity operates (more than) | state | 35 | 35 |
Maximum renewal term | 10 years | |
Equity cure contribution | $ | $ 11.2 | |
Solar Service Agreement | Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Agreement term | 10 years | |
Solar Service Agreement | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Agreement term | 25 years | |
Lease and Power Purchase Agreement (PPA) | Lease Agreement, Option One | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of options to renew term | 2 | |
Renewal term | 5 years | |
Lease and Power Purchase Agreement (PPA) | Lease Agreement, Option Two | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of options to renew term | 1 | |
Renewal term | 10 years |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) kWh FICO_score renewalOption | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Average age of solar systems | 4 years | |||
Inventory | $ 186,572 | $ 127,955 | ||
Threshold period past due, writeoff | 180 days | |||
Deferred revenue | $ 517,523 | 297,819 | $ 106,800 | |
Revenue recognized | 5,600 | $ 6,600 | ||
Solar Renewable Energy Certificates | ||||
Disaggregation of Revenue [Line Items] | ||||
Inventory | $ 0 | 0 | ||
PPA revenue | Lease Agreement, Option One | ||||
Disaggregation of Revenue [Line Items] | ||||
Renewal term | 5 years | |||
Number of options to renew term | renewalOption | 2 | |||
PPA revenue | Lease Agreement, Option Two | ||||
Disaggregation of Revenue [Line Items] | ||||
Renewal term | 10 years | |||
Number of options to renew term | renewalOption | 1 | |||
PPA revenue | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 20 years | |||
PPA revenue | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 25 years | |||
Renewal term | 10 years | |||
Lease revenue | Lease Agreement, Option One | ||||
Disaggregation of Revenue [Line Items] | ||||
Renewal term | 5 years | |||
Number of options to renew term | renewalOption | 2 | |||
Lease revenue | Lease Agreement, Option Two | ||||
Disaggregation of Revenue [Line Items] | ||||
Renewal term | 10 years | |||
Number of options to renew term | renewalOption | 1 | |||
Lease revenue | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 20 years | |||
Lease revenue | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 25 years | |||
Renewal term | 10 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 | |||
Other revenue | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 10 years | |||
Loan revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 490,510 | $ 275,681 | ||
Loan revenue | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 10 years | |||
Minimum FICO score required for customer to qualify for program | FICO_score | 600 | |||
Loan revenue | Median | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 15 years | |||
Loan revenue | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Agreement term | 25 years | |||
Minimum FICO score required for customer to qualify for program | FICO_score | 720 |
Significant Accounting Polici_5
Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Balance at beginning of period | $ 1,198 | $ 858 | $ 1,044 | $ 912 |
Provision for current expected credit losses | 802 | 485 | 1,891 | 1,322 |
Write off of uncollectible accounts | (717) | (424) | (1,769) | (1,410) |
Recoveries | 83 | 54 | 200 | 148 |
Other, net | 0 | 0 | 0 | 1 |
Balance at end of period | $ 1,366 | $ 973 | $ 1,366 | $ 973 |
Significant Accounting Polici_6
Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory | $ 186,572 | $ 127,955 |
Modules and inverters | ||
Inventory [Line Items] | ||
Inventory | 41,728 | 60,661 |
Energy storage systems and components | ||
Inventory [Line Items] | ||
Inventory | 98,944 | 43,071 |
Homebuilder construction in progress | ||
Inventory [Line Items] | ||
Inventory | 45,055 | 23,642 |
Meters and modems | ||
Inventory [Line Items] | ||
Inventory | 362 | 581 |
Other | ||
Inventory [Line Items] | ||
Inventory | $ 483 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Fair Value of Recurring Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Investments in solar receivables | $ 71,656 | $ 82,658 |
Derivative assets | 117,544 | 14,351 |
Total assets | 189,200 | 97,009 |
Financial liabilities: | ||
Contingent consideration | 45,161 | 67,895 |
Derivative liabilities | 5,330 | |
Total liabilities | 45,161 | 73,225 |
Fair Value, Inputs, Level 1 | ||
Financial assets: | ||
Investments in solar receivables | 0 | 0 |
Derivative assets | 0 | 0 |
Total assets | 0 | 0 |
Financial liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative liabilities | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Investments in solar receivables | 0 | 0 |
Derivative assets | 117,544 | 14,351 |
Total assets | 117,544 | 14,351 |
Financial liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative liabilities | 5,330 | |
Total liabilities | 0 | 5,330 |
Fair Value, Inputs, Level 3 | ||
Financial assets: | ||
Investments in solar receivables | 71,656 | 82,658 |
Derivative assets | 0 | 0 |
Total assets | 71,656 | 82,658 |
Financial liabilities: | ||
Contingent consideration | 45,161 | 67,895 |
Derivative liabilities | 0 | |
Total liabilities | $ 45,161 | $ 67,895 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Investment in Solar Receivables Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 82,658 | $ 0 |
Settlements | (8,090) | 0 |
Loss recognized in earnings | (2,912) | 0 |
Balance at end of period | $ 71,656 | $ 0 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of changes in fair value of liabilities accounted for an a recurring basis (Details) - Contingent Consideration Liability - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 67,895 | $ 0 |
Additions | 0 | 90,400 |
Settlements | (16,014) | 0 |
Gain recognized in earnings | (6,720) | (4,726) |
Balance at end of period | $ 45,161 | $ 85,674 |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Fair Value Unobservable Inputs (Details) - Fair Value, Inputs, Level 3 - Weighted Average | Sep. 30, 2022 |
Volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration - installation earnout | 35% |
Revenue risk premium | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration - installation earnout | 15.80% |
Risk-free discount rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration - installation earnout | 4.24% |
Contingent consideration - microgrid earnout | 4.24% |
Probability of success | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration - microgrid earnout | 25% |
Significant Accounting Polic_11
Significant Accounting Policies - Schedule of Detailed Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 149,364 | $ 68,901 | $ 362,098 | $ 176,733 |
PPA revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31,891 | 25,359 | 84,235 | 68,443 |
Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,912 | 17,845 | 71,717 | 51,765 |
Inventory Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 45,528 | 0 | 99,773 | 0 |
Solar renewable energy certificate revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,241 | 12,858 | 37,172 | 30,648 |
Cash sales revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,933 | 8,680 | 45,695 | 15,618 |
Loan revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,012 | 2,126 | 12,582 | 5,000 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5,847 | $ 2,033 | $ 10,924 | $ 5,259 |
Significant Accounting Polic_12
Significant Accounting Policies - Performance Obligations (Details) $ in Billions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Contracted but not yet recognized revenue | $ 2.7 |
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]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contracted but not yet recognized revenue | 4% |
Contracted but not yet recognized revenue, expected timing of satisfaction | 12 months |
Significant Accounting Polic_13
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 517,523 | $ 297,819 | $ 106,800 |
Deferred revenue included in other current liabilities | 24,523 | 15,273 | |
Loans | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 490,510 | 275,681 | |
PPAs and leases | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 22,345 | 17,274 | |
Solar receivables | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 4,668 | $ 4,864 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,915,728 | $ 3,210,348 |
Less: accumulated depreciation | (378,551) | (300,735) |
Property and equipment, net | $ 3,537,177 | 2,909,613 |
Solar energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 35 years | |
Property and equipment, gross | $ 3,442,340 | 2,917,721 |
Less: accumulated depreciation | (333,900) | (264,600) |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 356,213 | 188,518 |
Asset retirement obligations | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 30 years | |
Property and equipment, gross | $ 53,168 | 45,264 |
Information technology systems | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Property and equipment, gross | $ 52,203 | 49,673 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,440 | 3,085 |
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 | $ 4,437 | 3,160 |
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 | $ 1,132 | 1,132 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,638 | 1,638 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 4 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 157 | $ 157 |
Other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 6 years |
Natural Disaster Losses - Narra
Natural Disaster Losses - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Interruption Loss [Line Items] | ||||
Operations and maintenance | $ 9,774 | $ 6,035 | $ 23,787 | $ 14,640 |
General and administrative | $ 75,897 | $ 53,372 | 214,362 | 144,028 |
Other natural disaster-related charges | ||||
Business Interruption Loss [Line Items] | ||||
Operations and maintenance | 980 | 0 | ||
General and administrative | $ 181 | $ 0 |
Natural Disaster Losses - Sched
Natural Disaster Losses - Schedule of Disaster Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Interruption Loss [Line Items] | ||||
Operations and maintenance | $ 9,774 | $ 6,035 | $ 23,787 | $ 14,640 |
General and administrative | 75,897 | 53,372 | 214,362 | 144,028 |
Total operating expense, net | $ 177,085 | $ 77,077 | 426,756 | 222,558 |
Natural Disaster Losses | ||||
Business Interruption Loss [Line Items] | ||||
Total operating expense, net | 1,161 | 0 | ||
Other natural disaster-related charges | ||||
Business Interruption Loss [Line Items] | ||||
Operations and maintenance | 980 | 0 | ||
General and administrative | $ 181 | $ 0 |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Captions - Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory | $ 186,572 | $ 127,955 | |
Restricted cash | 14,584 | 80,213 | $ 52,042 |
Current portion of customer notes receivable | 94,061 | 56,074 | |
Other prepaid assets | 20,858 | 14,920 | |
Current portion of investments in solar receivables | 7,156 | 6,787 | |
Prepaid inventory | 1,065 | 4,835 | |
Deferred receivables | 11,070 | 4,818 | |
Other | 681 | 719 | |
Total | $ 336,047 | $ 296,321 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Captions - Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Construction in progress - customer notes receivable | $ 391,435 | $ 238,791 | |
Exclusivity and other bonus arrangements with dealers, net | 106,089 | 81,756 | |
Investments in solar receivables | 64,500 | 75,871 | |
Restricted cash | 112,676 | 68,583 | $ 60,071 |
Straight-line revenue adjustment, net | 50,699 | 43,367 | |
Other | 195,235 | 62,768 | |
Total | $ 920,634 | $ 571,136 |
Detail of Certain Balance She_5
Detail of Certain Balance Sheet Captions - Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest payable | $ 20,752 | $ 22,740 |
Deferred revenue | 24,523 | 15,273 |
Current portion of performance guarantee obligations | 2,519 | 3,175 |
Current portion of operating and finance lease liability | 3,002 | 1,850 |
Other | 297 | 1,312 |
Total | $ 51,093 | $ 44,350 |
Asset Retirement Obligations _3
Asset Retirement Obligations ("ARO") (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation, useful life | 30 years | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 54,396 | $ 41,788 |
Additional obligations incurred | 7,962 | 7,010 |
Accretion expense | 2,687 | 2,094 |
Other | (79) | (69) |
Balance at end of period | $ 64,966 | $ 50,823 |
Customer Notes Receivable - Nar
Customer Notes Receivable - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan systems not yet placed in service | $ 391,400,000 | $ 391,400,000 | $ 238,800,000 | ||
Interest income | 16,185,000 | $ 9,098,000 | 40,428,000 | $ 24,266,000 | |
Customer notes receivable not accruing interest | 9,000,000 | 9,000,000 | 0 | ||
Customer notes receivable not accruing interest, allowance | 196,000 | 196,000 | 0 | ||
Interest income for nonaccrual loans | 0 | 0 | 0 | 0 | |
Amortized cost | 22,100,000 | 22,100,000 | 15,300,000 | ||
Customer notes receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | 15,100,000 | 8,900,000 | 39,100,000 | 23,900,000 | |
Accrued investment income receivable | 5,500,000 | 5,500,000 | $ 3,500,000 | ||
Accrued investment income receivable, written off | $ 8,000 | $ 0 | $ 505,000 | $ 0 | |
Loan revenue | Minimum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Agreement term | 10 years | ||||
Loan revenue | Median | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Agreement term | 15 years | ||||
Loan revenue | Maximum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Agreement term | 25 years |
Customer Notes Receivable - Sch
Customer Notes Receivable - Schedule of Customer Notes Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Customer notes receivable | $ 2,234,312 | $ 1,301,285 | ||||
Allowance for credit losses | (67,988) | $ (57,043) | (41,138) | $ (32,535) | $ (26,018) | $ (17,668) |
Current portion of customer notes receivable | 94,061 | 56,074 | ||||
Customer Notes Receivable | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Current portion of customer notes receivable | 94,100 | 56,100 | ||||
Carrying Value | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Customer notes receivable | 2,166,324 | 1,260,147 | ||||
Estimated Fair Value | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Customer notes receivable | $ 2,172,904 | $ 1,274,099 |
Customer Notes Receivable - S_2
Customer Notes Receivable - Schedule of Changes in Allowances for Credit Losses Related to Customer Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 57,043 | $ 26,018 | $ 41,138 | $ 17,668 |
Provision for current expected credit loss | 10,945 | 6,518 | 26,814 | 14,867 |
Recoveries | 0 | 0 | 36 | 0 |
Other, net | 0 | (1) | 0 | 0 |
Balance at end of period | 67,988 | 32,535 | 67,988 | 32,535 |
Provision for expected credit losses | $ 22 | $ 49 | $ 67 | $ 165 |
Customer Notes Receivable - S_3
Customer Notes Receivable - Schedule of Aged Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | $ 2,234,312 | $ 1,301,285 |
Financial Asset, Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | 72,090 | 38,463 |
1-90 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | 49,973 | 23,118 |
91-180 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | 10,954 | 5,068 |
Greater than 180 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | 11,163 | 10,277 |
Not past due | ||
Financing Receivable, Past Due [Line Items] | ||
Customer notes receivable | $ 2,162,222 | $ 1,262,822 |
Customer Notes Receivable - S_4
Customer Notes Receivable - Schedule of Amortized cost of Customer Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | $ 993,175 | |
2021 | 756,057 | |
2020 | 231,319 | |
2019 | 119,665 | |
2018 | 78,476 | |
Prior | 55,620 | |
Total | 2,234,312 | $ 1,301,285 |
Performing | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 992,684 | |
2021 | 750,087 | |
2020 | 229,865 | |
2019 | 118,039 | |
2018 | 77,315 | |
Prior | 55,159 | |
Total | 2,223,149 | |
Nonperforming | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
2022 | 491 | |
2021 | 5,970 | |
2020 | 1,454 | |
2019 | 1,626 | |
2018 | 1,161 | |
Prior | 461 | |
Total | $ 11,163 |
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, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Debt Instrument [Line Items] | |||
Long-term debt, non-current | $ 4,807,107 | $ 3,135,681 | |
Long-term debt, current | 191,131 | 129,793 | |
SEI | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (25,596) | (12,810) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (916) | (547) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
SEI | Convertible senior notes | 0.25% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.25% | ||
Weighted average effective interest rate | 0.71% | 0.70% | |
Long-term debt, gross, non-current | $ 575,000 | $ 575,000 | |
Long-term debt, gross, current | $ 0 | $ 0 | |
SEI | Convertible senior notes | 2.625% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.625% | 2.625% | |
Weighted average effective interest rate | 3.38% | ||
Long-term debt, gross, non-current | $ 600,000 | $ 0 | |
Long-term debt, gross, current | 0 | 0 | |
Sunnova Energy Corporation | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (3,885) | (4,629) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (7,846) | (9,341) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
Sunnova Energy Corporation | Senior notes | 5.875% senior notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.875% | ||
Weighted average effective interest rate | 6.54% | 6.42% | |
Long-term debt, gross, non-current | $ 400,000 | $ 400,000 | |
Long-term debt, gross, current | 0 | 0 | |
EZOP | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (602) | (898) | |
Debt discount, net, current | $ 0 | $ 0 | |
EZOP | Revolving credit facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 4.40% | 4.12% | |
Long-term debt, gross, non-current | $ 409,000 | $ 190,000 | |
Long-term debt, gross, current | 0 | 0 | |
HELII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (31) | (36) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (3,763) | (4,346) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELII | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 5.72% | 5.71% | |
Long-term debt, gross, non-current | $ 204,016 | $ 217,465 | |
Long-term debt, gross, current | 8,632 | 8,952 | |
RAYSI | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (1,006) | (1,166) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (3,558) | (3,893) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
RAYSI | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 5.56% | 5.55% | |
Long-term debt, gross, non-current | $ 107,538 | $ 115,792 | |
Long-term debt, gross, current | 9,120 | 4,573 | |
HELIII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (1,610) | (1,838) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (1,546) | (1,765) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELIII | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 4.43% | 4.79% | |
Long-term debt, gross, non-current | $ 96,700 | $ 105,331 | |
Long-term debt, gross, current | 10,555 | 10,916 | |
TEPH | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (2,310) | (3,678) | |
Debt discount, net, current | $ 0 | $ 0 | |
TEPH | Revolving credit facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 7.23% | 6.86% | |
Long-term debt, gross, non-current | $ 317,200 | $ 118,950 | |
Long-term debt, gross, current | 0 | 0 | |
SOLI | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (90) | (100) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (7,093) | (7,881) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
SOLI | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 3.93% | 3.91% | |
Long-term debt, gross, non-current | $ 353,484 | $ 366,304 | |
Long-term debt, gross, current | 15,998 | 15,563 | |
HELIV | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (602) | (724) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (2,772) | (3,283) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELIV | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 4.17% | 4.16% | |
Long-term debt, gross, non-current | $ 107,550 | $ 116,579 | |
Long-term debt, gross, current | $ 11,659 | $ 11,937 | |
AP8 | Revolving credit facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 0% | 7.17% | |
Long-term debt, gross, non-current | $ 0 | $ 0 | |
Long-term debt, gross, current | 0 | 0 | |
SOLII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (66) | (72) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (4,730) | (5,192) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
SOLII | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 3.42% | 3.42% | |
Long-term debt, gross, non-current | $ 234,214 | $ 241,293 | |
Long-term debt, gross, current | 6,379 | 6,176 | |
HELV | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (728) | (840) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (2,803) | (3,230) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELV | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 2.47% | 2.44% | |
Long-term debt, gross, non-current | $ 145,470 | $ 150,743 | |
Long-term debt, gross, current | 15,590 | 21,354 | |
SOLIII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (121) | (132) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (5,799) | (6,319) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
SOLIII | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 2.79% | 2.73% | |
Long-term debt, gross, non-current | $ 281,098 | $ 294,069 | |
Long-term debt, gross, current | 16,561 | 16,590 | |
HELVI | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (42) | (48) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (3,051) | (3,477) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELVI | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 2.09% | 2.02% | |
Long-term debt, gross, non-current | $ 168,510 | $ 181,625 | |
Long-term debt, gross, current | 19,289 | 21,152 | |
HELVII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (40) | (45) | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (2,294) | (2,587) | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELVII | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 2.50% | 2.44% | |
Long-term debt, gross, non-current | $ 129,349 | $ 141,407 | |
Long-term debt, gross, current | 16,026 | 12,580 | |
HELVIII | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (5,487) | 0 | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (4,250) | 0 | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELVIII | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 3.54% | ||
Long-term debt, gross, non-current | $ 253,739 | $ 0 | |
Long-term debt, gross, current | 30,221 | 0 | |
SOLIV | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (11,620) | 0 | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (8,305) | 0 | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
SOLIV | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 5.70% | ||
Long-term debt, gross, non-current | $ 341,900 | $ 0 | |
Long-term debt, gross, current | 7,932 | 0 | |
HELIX | |||
Debt Instrument [Line Items] | |||
Debt discount, net, non-current | (3,725) | 0 | |
Debt discount, net, current | 0 | 0 | |
Deferred financing costs, net, non-current | (3,417) | 0 | |
Deferred financing costs, net, current | $ 0 | $ 0 | |
HELIX | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Weighted average effective interest rate | 5.41% | ||
Long-term debt, gross, non-current | $ 202,043 | $ 0 | |
Long-term debt, gross, current | $ 23,169 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Aug. 31, 2022 | Jun. 30, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 348,500,000 | ||||||||
Capped call transactions | $ 48,400,000 | (48,420,000) | $ (91,655,000) | ||||||
Capped call transaction (in USD per share) | $ 34.24 | ||||||||
EZOP | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 151,000,000 | ||||||||
EZOP | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 450,000,000 | $ 400,000,000 | $ 200,000,000 | ||||||
EZOP | Revolving credit facility | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 41,000,000 | ||||||||
Maximum borrowing capacity | 585,000,000 | 475,000,000 | 575,000,000 | $ 535,000,000 | $ 350,000,000 | ||||
TEPH | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | 271,000,000 | ||||||||
TEPH | Revolving credit facility | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 247,500,000 | ||||||||
Maximum borrowing capacity | 639,700,000 | $ 600,000,000 | |||||||
Aggregate committed amount | 564,700,000 | $ 460,700,000 | |||||||
AP8 | Revolving credit facility | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 60,000,000 | ||||||||
HELVIII | Series 2022-A Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 131,900,000 | ||||||||
Discount | 1.55% | ||||||||
Stated interest rate | 2.79% | ||||||||
HELVIII | Series 2022-A Class B | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 102,200,000 | ||||||||
Discount | 2.23% | ||||||||
Stated interest rate | 3.13% | ||||||||
HELVIII | Series 2022-A Class C | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 63,800,000 | ||||||||
Discount | 2.62% | ||||||||
Stated interest rate | 3.53% | ||||||||
SOLIV | Series 2022-1 Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 317,000,000 | ||||||||
Discount | 3.55% | ||||||||
Stated interest rate | 4.95% | ||||||||
SOLIV | Series 2022-1 Class B | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 38,000,000 | ||||||||
Discount | 2.10% | ||||||||
Stated interest rate | 6.35% | ||||||||
HELIX | 2022-B Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 178,000,000 | ||||||||
Discount | 0.69% | ||||||||
Stated interest rate | 5% | ||||||||
HELIX | 2022-B Class B | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 49,700,000 | ||||||||
Discount | 5.10% | ||||||||
Stated interest rate | 6% | ||||||||
SEI | Convertible senior notes | 2.625% convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount of debt issued | $ 600,000,000 | ||||||||
Discount | 2.50% | ||||||||
Stated interest rate | 2.625% | 2.625% | |||||||
Purchase price | $ 585,000,000 |
Long-Term Debt - Schedule of Fa
Long-Term Debt - Schedule of Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Net deferred financing costs and debt discounts | $ 119,700 | $ 78,900 | |
Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt | 5,117,942 | 3,344,351 | |
Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 4,730,988 | 3,331,831 | |
SEI | Convertible senior notes | 0.25% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.25% | ||
SEI | Convertible senior notes | 2.625% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.625% | 2.625% | |
SEI | Carrying Value | Convertible senior notes | 0.25% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 575,000 | 575,000 | |
SEI | Carrying Value | Convertible senior notes | 2.625% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 600,000 | 0 | |
SEI | Estimated Fair Value | Convertible senior notes | 0.25% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 522,821 | 568,732 | |
SEI | Estimated Fair Value | Convertible senior notes | 2.625% convertible senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 593,971 | 0 | |
Sunnova Energy Corporation | Carrying Value | Convertible senior notes | 5.875% senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 400,000 | 400,000 | |
Sunnova Energy Corporation | Estimated Fair Value | Convertible senior notes | 5.875% senior notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 365,699 | 391,917 | |
HELII | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 212,648 | 226,417 | |
HELII | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 208,627 | 253,079 | |
RAYSI | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 116,658 | 120,365 | |
RAYSI | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 106,933 | 129,575 | |
HELIII | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 107,255 | 116,247 | |
HELIII | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 97,083 | 120,465 | |
SOLI | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 369,482 | 381,867 | |
SOLI | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 320,655 | 382,511 | |
HELIV | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 119,209 | 128,516 | |
HELIV | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 105,559 | 123,189 | |
SOLII | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 240,593 | 247,469 | |
SOLII | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 193,442 | 231,894 | |
HELV | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 161,060 | 172,097 | |
HELV | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 141,723 | 165,848 | |
SOLIII | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 297,659 | 310,659 | |
SOLIII | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 245,034 | 302,994 | |
HELVI | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 187,799 | 202,777 | |
HELVI | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 161,195 | 199,159 | |
HELVII | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 145,375 | 153,987 | |
HELVII | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 127,664 | 153,518 | |
HELVIII | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 283,960 | 0 | |
HELVIII | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 257,707 | 0 | |
SOLIV | Carrying Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 349,832 | 0 | |
SOLIV | Estimated Fair Value | Solar asset-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 342,301 | 0 | |
HELIX | Carrying Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 225,212 | 0 | |
HELIX | Estimated Fair Value | Solar loan-backed notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 214,374 | 0 | |
Revolving credit facility | EZOP | Carrying Value | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 409,000 | 190,000 | |
Revolving credit facility | EZOP | Estimated Fair Value | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 409,000 | 190,000 | |
Revolving credit facility | TEPH | Carrying Value | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 317,200 | 118,950 | |
Revolving credit facility | TEPH | Estimated Fair Value | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 317,200 | $ 118,950 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - Interest Rate Swap - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Aggregate notional amount of derivative | $ 832,964,000 | $ 532,006,000 | |
EZOP | |||
Derivative [Line Items] | |||
Aggregate notional amount of derivative | 506,600,000 | $ 180,200,000 | |
Aggregate notional amount of unwound derivative | 360,200,000 | 131,700,000 | |
Realized gain | 19,600,000 | ||
Realized loss | 68,000 | ||
TEPH | |||
Derivative [Line Items] | |||
Aggregate notional amount of derivative | 333,700,000 | 236,300,000 | |
Aggregate notional amount of unwound derivative | 515,400,000 | 121,300,000 | |
Realized gain | $ 27,800,000 | ||
Realized loss | $ 1,600,000 |
Derivative Instruments - Outsta
Derivative Instruments - Outstanding Derivative Instruments (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Interest rate swap | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 832,964,000 | $ 532,006,000 | |
EZOP | Interest rate swap | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 506,600,000 | $ 180,200,000 | |
EZOP | Interest Rate Swap One | |||
Derivative [Line Items] | |||
Fixed Interest Rate | 0.89% | 1% | |
Aggregate Notional Amount | $ 499,215,000 | $ 261,836,000 | |
TEPH | Interest rate swap | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | 333,700,000 | $ 236,300,000 | |
TEPH | Interest Rate Swap Two | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 333,749,000 | $ 270,170,000 | |
TEPH | Interest Rate Swap Two | Minimum | |||
Derivative [Line Items] | |||
Fixed Interest Rate | 1.75% | 0.121% | |
TEPH | Interest Rate Swap Two | Maximum | |||
Derivative [Line Items] | |||
Fixed Interest Rate | 2.65% | 2.534% |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Not designated as hedging instrument | Interest rate swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 117,544 | $ 14,351 |
Derivative liability, fair value | 0 | (5,330) |
Total, net | $ 117,544 | $ 9,021 |
Derivative Instruments - Intere
Derivative Instruments - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized gain | $ (35,685) | $ (5,574) | ||
Interest Rate Swap | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (gain) loss | $ (1,928) | $ 586 | (47,434) | 1,693 |
Unrealized gain | (29,059) | (2,642) | (35,685) | (5,574) |
Total | $ (30,987) | $ (2,056) | $ (83,119) | $ (3,881) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 0% | 0% | 0% | 0% | |
Income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests and Noncontrolling Interests - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2022 | May 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 5,990 | $ 13,423 | $ 3,757 | |||
Class A members | TEP6E | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 17,500 | |||||
Class A members | TEP6B | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 150,000 | |||||
Class A members | TEP6D | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 25,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended |
Apr. 30, 2022 shares | |
SunStreet Energy Group, LLC | |
Repayments of Debt [Line Items] | |
Shares issued (in shares) | 694,446 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options vested (in shares) | 0 | 0 | 16,816 | 0 | |||
Stock options vested, value | $ 0 | $ 0 | $ 309,000 | $ 0 | |||
Total unrecognized compensation expense | $ 7,000,000 | $ 7,000,000 | |||||
Long-Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized during period (in shares) | 1,265,071 | ||||||
Shares authorized (in shares) | 5,667,761 | ||||||
Common stock outstanding | 5% | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average period | 2 years 1 month 17 days | ||||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average period | 1 year 6 months 18 days | ||||||
Stock units vested (in shares) | 245,740 | 240,010 | 948,404 | 913,434 | |||
Restricted stock units, vested | $ 3,400,000 | $ 2,900,000 | $ 18,500,000 | $ 15,300,000 | |||
Unrecognized compensation expense | $ 27,100,000 | $ 27,100,000 | |||||
Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 750,000 | ||||||
Discount from market price | 95% |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 2,765,815 | 2,765,815 |
Granted (in shares) | 538,758 | |
Exercised (in shares) | (2,884) | |
Forfeited (in shares) | (1,966) | |
Outstanding, ending balance (in shares) | 3,299,723 | |
Number of stock options, exercisable (in shares) | 2,710,515 | |
Number of stock options, vested and expected to vest (in shares) | 3,299,723 | |
Number of stock options, non-vested (in shares) | 589,208 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in USD per share) | $ 16.71 | $ 16.71 |
Granted (in USD per share) | 27.62 | |
Exercised (in USD per share) | 10.14 | |
Forfeited (in USD per share) | 40.14 | |
Outstanding, ending balance (in USD per share) | 18.48 | |
Weighted average exercise price, exercisable (in USD per share) | 16.26 | |
Weighted average exercise price, vested and expected to vest (in USD per share) | $ 18.48 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding, balance | 4 years 10 months 28 days | 5 years 7 days |
Granted | 9 years 5 months 23 days | |
Weighted average remaining contractual term, exercisable | 4 years 25 days | |
Weighted average remaining contractual term, vested and expected to vest | 5 years 7 days | |
Weighted Average Grant Date Fair Value | ||
Granted (in USD per share) | $ 14.37 | |
Forfeited (in USD per share) | 18.15 | |
Weighted average grant date fair value, non-vested (in USD per share) | $ 14.71 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 31,874 | $ 31,874 |
Exercised | 46 | |
Outstanding, ending balance | 18,379 | |
Aggregate intrinsic value, exercisable | 18,379 | |
Aggregate intrinsic value, vested and expected to vest | $ 18,379 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Number of Restricted Stock Units | |||||
Outstanding, beginning balance (in shares) | 1,649,789 | ||||
Granted (in shares) | 1,015,949 | ||||
Vested (in shares) | (245,740) | (240,010) | (948,404) | (913,434) | |
Forfeited (in shares) | (62,939) | ||||
Outstanding, ending balance (in shares) | 1,654,395 | 1,654,395 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding. beginning balance (in USD per share) | $ 20.93 | $ 20.93 | $ 18.48 | ||
Granted (in USD per share) | 23.85 | ||||
Vested (in USD per share) | 19.47 | ||||
Forfeited (in USD per share) | 25.86 | ||||
Outstanding, ending balance (in USD per share) | $ 20.93 | $ 20.93 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders—basic | $ (62,047) | $ (27,541) | $ (132,633) | $ (123,920) |
Net loss attributable to common stockholders - diluted | $ (62,047) | $ (27,541) | $ (132,633) | $ (123,920) |
Net loss per share attributable to common stockholders - basic (in USD per share) | $ (0.54) | $ (0.25) | $ (1.16) | $ (1.12) |
Net loss per share attributable to common stockholders - diluted (in USD per share) | $ (0.54) | $ (0.25) | $ (1.16) | $ (1.12) |
Weighted average common shares outstanding - basic (in shares) | 114,816,879 | 112,159,698 | 114,293,251 | 110,185,333 |
Weighted average common shares outstanding - diluted (in shares) | 114,816,879 | 112,159,698 | 114,293,251 | 110,185,333 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity-based compensation awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,033,658 | 4,574,364 | 4,906,182 | 4,727,081 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,294,010 | 16,628,073 | 19,548,462 | 8,875,206 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 USD ($) MWh | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Current portion of performance guarantee obligations | $ 3,175 | $ 2,519 | $ 2,519 | |||
Other commitment | $ 81,800 | 106,100 | 106,100 | |||
Payments for dealer commitments | 6,700 | $ 5,800 | 33,600 | $ 25,700 | ||
Megawatt hours to be purchased | MWh | 1,420 | |||||
Payments for purchase obligations | 55,400 | 141,100 | ||||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Purchase obligation, estimated commitment range | 480,000 | |||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Purchase obligation, estimated commitment range | 520,000 | |||||
Performance Guarantee Obligations | ||||||
Loss Contingencies [Line Items] | ||||||
Performance guarantee obligations | $ 5,293 | 3,934 | $ 4,766 | 3,934 | $ 4,766 | $ 5,718 |
Current portion of performance guarantee obligations | 3,200 | 2,500 | 2,500 | |||
Long-term portion of performance guarantee obligations | $ 2,100 | $ 1,400 | $ 1,400 |
Commitments and Contingencies_2
Commitments and Contingencies - Performance Guarantee Obligations (Details) - Performance Guarantee Obligations - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Performance Guarantee Obligations [Roll Forward] | ||
Balance at beginning of period | $ 5,293 | $ 5,718 |
Accruals | 1,811 | 2,323 |
Settlements | (3,170) | (3,275) |
Balance at end of period | $ 3,934 | $ 4,766 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Expenses and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 676 | $ 401 | $ 2,061 | $ 1,164 |
Finance lease expense: | ||||
Amortization expense | 201 | 157 | 562 | 251 |
Interest on lease liabilities | 15 | 14 | 42 | 24 |
Short-term lease expense | 37 | 29 | 97 | 51 |
Variable lease expense | 190 | 274 | 712 | 831 |
Total | $ 1,119 | $ 875 | $ 3,474 | $ 2,321 |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Right-of-use assets: | ||
Operating leases | $ 15,193 | $ 16,483 |
Finance leases | 2,384 | 2,187 |
Total right-of-use assets | 17,577 | 18,670 |
Current lease liabilities: | ||
Operating leases | 2,267 | 1,190 |
Finance leases | 735 | 660 |
Long-term leases liabilities: | ||
Operating leases | 16,136 | 17,684 |
Finance leases | 963 | 1,024 |
Total lease liabilities | $ 20,101 | $ 20,558 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Commitments and Contingencies_5
Commitments and Contingencies - Other Lease Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flow from operating leases | $ 1,242 | $ 883 |
Operating cash flows from finance leases | 42 | 24 |
Financing cash flows from finance leases | 601 | 283 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 226 | 452 |
Finance leases | 758 | 2,089 |
Leasehold improvements reimbursements | $ 45 | $ 423 |
Weighted average remaining lease term (years): | ||
Operating leases | 6 years 10 months 6 days | 7 years 6 months 14 days |
Finance leases | 2 years 11 months 4 days | 3 years 4 months 6 days |
Weighted average discount rate (percent) | ||
Operating leases | 3.95% | 3.92% |
Finance leases | 3.83% | 3.11% |
Commitments and Contingencies_6
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Remaining 2022 | $ 653 | |
2023 | 3,133 | |
2024 | 3,118 | |
2025 | 3,168 | |
2026 | 3,236 | |
2027 and thereafter | 8,789 | |
Total | 22,097 | |
Amount representing interest | (2,821) | |
Amount representing leasehold incentives | (873) | |
Present value of future payments | 18,403 | |
Current portion of lease liability | (2,267) | $ (1,190) |
Long-term portion of lease liability | 16,136 | 17,684 |
Finance Leases | ||
Remaining 2022 | 205 | |
2023 | 750 | |
2024 | 542 | |
2025 | 248 | |
2026 | 44 | |
2027 and thereafter | 0 | |
Total | 1,789 | |
Amount representing interest | (91) | |
Amount representing leasehold incentives | 0 | |
Present value of future payments | 1,698 | |
Current portion of lease liability | (735) | (660) |
Long-term portion of lease liability | $ 963 | $ 1,024 |
Commitments and Contingencies_7
Commitments and Contingencies - Dealer Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Total | $ 106,100 | $ 81,800 |
Long-Term Dealer Commitments | ||
Other Commitments [Line Items] | ||
Remaining 2022 | 3,528 | |
2023 | 35,977 | |
2024 | 37,755 | |
2025 | 27,971 | |
2026 | 6,904 | |
2027 and thereafter | 0 | |
Total | $ 112,135 |
Commitments and Contingencies_8
Commitments and Contingencies - Information Technology Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2022 | $ 16,011 |
2023 | 22,918 |
2024 | 5,612 |
2025 | 18 |
2026 | 0 |
2027 and thereafter | 0 |
Total | $ 44,559 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Oct. 27, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 5,990 | $ 13,423 | $ 3,757 | |||
TEPH | Revolving credit facility | Revolving credit facility | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate committed amount | $ 564,700 | 564,700 | $ 460,700 | |||
Maximum borrowing capacity | 639,700 | $ 639,700 | $ 600,000 | |||
TEP6D | Class A members | ||||||
Subsequent Event [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 25,000 | |||||
Subsequent Event | TEPH | Revolving credit facility | Revolving credit facility | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate committed amount | $ 600,000 | |||||
Maximum borrowing capacity | 689,700 | |||||
Subsequent Event | TEP6C | Class A members | ||||||
Subsequent Event [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | 30,000 | |||||
Subsequent Event | TEP6D | Class A members | ||||||
Subsequent Event [Line Items] | ||||||
Contributions from redeemable noncontrolling interests and noncontrolling interests | $ 75,000 |