VIVINT SOLAR, INC., 10-Q filed on 11/6/2019
Quarterly Report
v3.19.3
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2019
Nov. 01, 2019
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
Trading Symbol VSLR  
Entity Registrant Name Vivint Solar, Inc.  
Entity Central Index Key 0001607716  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity File Number 001-36642  
Entity Tax Identification Number 45-5605880  
Entity Address, Address Line One 1800 West Ashton Blvd.  
Entity Address, City or Town Lehi  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84043  
City Area Code 877  
Local Phone Number 404-4129  
Entity Common Stock, Shares Outstanding   122,087,876
Entity Incorporation, State or Country Code DE  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity Interactive Data Current Yes  
Document Quarterly Report true  
Document Transition Report false  
v3.19.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 260,753 $ 219,591
Accounts receivable, net 27,203 14,207
Inventories 13,727 13,257
Prepaid expenses and other current assets 31,895 31,201
Total current assets 333,578 278,256
Restricted cash and cash equivalents 83,743 71,305
Solar energy systems, net 1,696,129 1,938,874
Property and equipment, net 14,332 10,730
Other non-current assets, net 567,872 28,090
TOTAL ASSETS [1] 2,695,654 2,327,255
Current liabilities:    
Accounts payable 48,118 45,929
Distributions payable to non-controlling interests and redeemable non-controlling interests 17,328 7,846
Accrued compensation 40,647 25,520
Current portion of long-term debt 144,532 12,155
Current portion of deferred revenue 28,684 30,199
Current portion of finance lease obligation 1,529 1,921
Accrued and other current liabilities 70,238 42,860
Total current liabilities 351,076 166,430
Long-term debt, net of current portion 1,282,868 1,203,282
Deferred revenue, net of current portion 16,450 13,524
Finance lease obligation, net of current portion 4,308 505
Deferred tax liability, net 539,190 437,120
Other non-current liabilities 81,740 24,610
Total liabilities [1] 2,275,632 1,845,471
Commitments and contingencies (Note 19)
Redeemable non-controlling interests 118,251 119,572
Stockholders’ equity:    
Common stock, $0.01 par value—1,000,000 shares authorized, 122,088 shares issued and outstanding as of September 30, 2019; 1,000,000 shares authorized, 120,114 shares issued and outstanding as of December 31, 2018 1,221 1,201
Additional paid-in capital 586,517 574,248
Accumulated other comprehensive loss (24,388) (7,223)
Accumulated deficit (348,430) (279,631)
Total stockholders’ equity 214,920 288,595
Non-controlling interests 86,851 73,617
Total equity 301,771 362,212
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY $ 2,695,654 $ 2,327,255
[1] The assets of Vivint Solar, Inc. (the “Company”) as of September 30, 2019 and December 31, 2018 include $2,133.2 million and $1,835.8 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,541.3 million and $1,752.3 million as of September 30, 2019 and December 31, 2018; other non-current assets, net of $459.8 million and $10.9 million as of September 30, 2019 and December 31, 2018; cash and cash equivalents of $103.9 million and $62.4 million as of September 30, 2019 and December 31, 2018; accounts receivable, net, of $17.4 million and $6.6 million as of September 30, 2019 and December 31, 2018; restricted cash and cash equivalents of $8.4 million and $2.4 million as of September 30, 2019 and December 31, 2018; and prepaid expenses and other current assets of $2.4 million and $1.3 million as of September 30, 2019 and December 31, 2018. The Company’s liabilities as of September 30, 2019 and December 31, 2018 included $206.7 million and $80.8 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $169.3 million and $55.0 million as of September 30, 2019 and December 31, 2018; distributions payable to non-controlling interests and redeemable non-controlling interests of $17.3 million and $7.8 million as of September 30, 2019 and December 31, 2018; deferred revenue of $13.8 million and $12.0 million as of September 30, 2019 and December 31, 2018; accrued and other current liabilities of $6.0 million and $4.9 million as of September 30, 2019 and December 31, 2018; and other non-current liabilities of $0.4 million and $1.0 million as of September 30, 2019 and December 31, 2018. For further information see Note 14—Investment Funds.
v3.19.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 122,088,000 120,114,000
Common stock, shares outstanding 122,088,000 120,114,000
Total assets [1] $ 2,695,654 $ 2,327,255
Solar energy systems, net 1,696,129 1,938,874
Cash and cash equivalents 260,753 219,591
Accounts receivable, net 27,203 14,207
Other non-current assets, net 567,872 28,090
Restricted cash and cash equivalents 83,743 71,305
Prepaid expenses and other current assets 31,895 31,201
Total liabilities [1] 2,275,632 1,845,471
Distributions payable to non-controlling interests and redeemable non-controlling interests 17,328 7,846
Accrued and other current liabilities 70,238 42,860
Other non-current liabilities 81,740 24,610
Variable Interest Entities    
Total assets 2,133,166 1,835,834
Solar energy systems, net 1,541,344 1,752,271
Cash and cash equivalents 103,921 62,350
Accounts receivable, net 17,385 6,593
Other non-current assets, net 459,771 10,888
Restricted cash and cash equivalents 8,361 2,443
Prepaid expenses and other current assets 2,384 1,289
Total liabilities 206,746 80,760
Long-term debt 169,300 55,000
Distributions payable to non-controlling interests and redeemable non-controlling interests 17,328 7,846
Deferred revenue 13,800 12,000
Accrued and other current liabilities 6,027 4,860
Other non-current liabilities $ 375 $ 1,023
[1] The assets of Vivint Solar, Inc. (the “Company”) as of September 30, 2019 and December 31, 2018 include $2,133.2 million and $1,835.8 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,541.3 million and $1,752.3 million as of September 30, 2019 and December 31, 2018; other non-current assets, net of $459.8 million and $10.9 million as of September 30, 2019 and December 31, 2018; cash and cash equivalents of $103.9 million and $62.4 million as of September 30, 2019 and December 31, 2018; accounts receivable, net, of $17.4 million and $6.6 million as of September 30, 2019 and December 31, 2018; restricted cash and cash equivalents of $8.4 million and $2.4 million as of September 30, 2019 and December 31, 2018; and prepaid expenses and other current assets of $2.4 million and $1.3 million as of September 30, 2019 and December 31, 2018. The Company’s liabilities as of September 30, 2019 and December 31, 2018 included $206.7 million and $80.8 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $169.3 million and $55.0 million as of September 30, 2019 and December 31, 2018; distributions payable to non-controlling interests and redeemable non-controlling interests of $17.3 million and $7.8 million as of September 30, 2019 and December 31, 2018; deferred revenue of $13.8 million and $12.0 million as of September 30, 2019 and December 31, 2018; accrued and other current liabilities of $6.0 million and $4.9 million as of September 30, 2019 and December 31, 2018; and other non-current liabilities of $0.4 million and $1.0 million as of September 30, 2019 and December 31, 2018. For further information see Note 14—Investment Funds.
v3.19.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Revenue:        
Total revenue $ 103,849 $ 77,816 $ 263,977 $ 226,864
Cost of revenue:        
Total cost of revenue 68,437 59,835 184,756 184,923
Gross profit 35,412 17,981 79,221 41,941
Operating expenses:        
Sales and marketing 46,121 15,841 112,792 40,999
Research and development 510 475 1,503 1,472
General and administrative 32,760 29,945 87,014 71,941
Total operating expenses 79,391 46,261 201,309 114,412
Loss from operations (43,979) (28,280) (122,088) (72,471)
Interest expense, net 22,804 18,715 61,403 46,973
Other expense (income), net 3,907 (1) 6,657 (6,371)
Loss before income taxes (70,690) (46,994) (190,148) (113,073)
Income tax expense 50,410 25,698 107,847 79,693
Net loss (121,100) (72,692) (297,995) (192,766)
Net loss attributable to non-controlling interests and redeemable non-controlling interests (107,265) (64,824) (229,351) (190,038)
Net loss attributable to common stockholders $ (13,835) $ (7,868) $ (68,644) $ (2,728)
Net loss attributable per share to common stockholders:        
Basic and diluted $ (0.11) $ (0.07) $ (0.57) $ (0.02)
Weighted-average shares used in computing net loss attributable per share to common stockholders:        
Basic and diluted 121,730 118,767 120,974 116,871
Customer Agreements and Incentives        
Revenue:        
Total revenue $ 70,819 $ 53,470 $ 173,777 $ 139,349
Cost of revenue:        
Total cost of revenue 48,993 42,135 132,258 122,188
Solar Energy System and Product Sales        
Revenue:        
Total revenue 33,030 24,346 90,200 87,515
Cost of revenue:        
Total cost of revenue $ 19,444 $ 17,700 $ 52,498 $ 62,735
v3.19.3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Statement Of Income And Comprehensive Income [Abstract]        
Net loss attributable to common stockholders $ (13,835) $ (7,868) $ (68,644) $ (2,728)
Other comprehensive (loss) income:        
Unrealized (losses) gains on cash flow hedging instruments (net of tax effect of $(2,110), $1,076, $(6,562) and $2,247) (5,779) 2,890 (17,954) 6,037
Less: Interest (expense) income on derivatives recognized into earnings (net of tax effect of $(138), $(145), $(288) and $6,016) (379) (390) (789) 16,165
Total other comprehensive (loss) income (5,400) 3,280 (17,165) (10,128)
Comprehensive loss $ (19,235) $ (4,588) $ (85,809) $ (12,856)
v3.19.3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Statement Of Income And Comprehensive Income [Abstract]        
Unrealized losses on cash flow hedging instruments, tax $ (2,110) $ 1,076 $ (6,562) $ 2,247
Interest expense on derivatives recognized into earnings, tax $ (138) $ (145) $ (288) $ 6,016
v3.19.3
Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Redeemable Non-Controlling Interests
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive (Loss) Income
Retained Earnings (Accumulated Deficit)
Total Stockholders Equity
Non-Controlling Interests
Balance at Dec. 31, 2017 $ 861,066 $ 122,444 $ 1,151 $ 559,788 $ 6,905 $ 213,107 $ 780,951 $ 80,115
Balance (in Shares) at Dec. 31, 2017     115,099          
Cumulative-effect adjustment from adoption of new ASUs (473,828)       3,318 (477,146) (473,828)  
Stock-based compensation expense 9,884     9,884     9,884  
Issuance of common stock, net 876   $ 42 834     876  
Issuance of common stock, net (in shares)     4,217          
Contributions from non-controlling interests and redeemable non-controlling interests 122,843 72,078           122,843
Distributions to non-controlling interests and redeemable non-controlling interests (28,865) (7,663)           (28,865)
Total other comprehensive income (loss) (10,128)       (10,128)   (10,128)  
Net loss (127,727) (65,039)       (2,728) (2,728) (124,999)
Balance at Sep. 30, 2018 354,121 121,820 $ 1,193 570,506 95 (266,767) 305,027 49,094
Balance (in Shares) at Sep. 30, 2018     119,316          
Balance at Jun. 30, 2018 347,223 122,647 $ 1,185 567,372 (3,185) (258,899) 306,473 40,750
Balance (in Shares) at Jun. 30, 2018     118,477          
Stock-based compensation expense 3,103     3,103     3,103  
Issuance of common stock, net 39   $ 8 31     39  
Issuance of common stock, net (in shares)     839          
Contributions from non-controlling interests and redeemable non-controlling interests 79,555 7,079           79,555
Distributions to non-controlling interests and redeemable non-controlling interests (11,742) (2,551)           (11,742)
Total other comprehensive income (loss) 3,280       3,280   3,280  
Net loss (67,337) (5,355)       (7,868) (7,868) (59,469)
Balance at Sep. 30, 2018 354,121 121,820 $ 1,193 570,506 95 (266,767) 305,027 49,094
Balance (in Shares) at Sep. 30, 2018     119,316          
Balance at Dec. 31, 2018 $ 362,212 119,572 $ 1,201 574,248 (7,223) (279,631) 288,595 73,617
Balance (in Shares) at Dec. 31, 2018 120,114   120,114          
Cumulative-effect adjustment from adoption of new ASUs $ (155)         (155) (155)  
Stock-based compensation expense 11,985     11,985     11,985  
Issuance of common stock, net 304   $ 20 284     304  
Issuance of common stock, net (in shares)     1,974          
Contributions from non-controlling interests and redeemable non-controlling interests 263,081 20,974           263,081
Distributions to non-controlling interests and redeemable non-controlling interests (35,167) (7,624)           (35,167)
Total other comprehensive income (loss) (17,165)       (17,165)   (17,165)  
Net loss (283,324) (14,671)       (68,644) (68,644) (214,680)
Balance at Sep. 30, 2019 $ 301,771 118,251 $ 1,221 586,517 (24,388) (348,430) 214,920 86,851
Balance (in Shares) at Sep. 30, 2019 122,088   122,088          
Balance at Jun. 30, 2019 $ 320,386 118,900 $ 1,216 582,338 (18,988) (334,595) 229,971 90,415
Balance (in Shares) at Jun. 30, 2019     121,606          
Stock-based compensation expense 4,150     4,150     4,150  
Issuance of common stock, net 34   $ 5 29     34  
Issuance of common stock, net (in shares)     482          
Contributions from non-controlling interests and redeemable non-controlling interests 121,449 2,968           121,449
Distributions to non-controlling interests and redeemable non-controlling interests (18,608) (2,757)           (18,608)
Total other comprehensive income (loss) (5,400)       (5,400)   (5,400)  
Net loss (120,240) (860)       (13,835) (13,835) (106,405)
Balance at Sep. 30, 2019 $ 301,771 $ 118,251 $ 1,221 $ 586,517 $ (24,388) $ (348,430) $ 214,920 $ 86,851
Balance (in Shares) at Sep. 30, 2019 122,088   122,088          
v3.19.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (297,995) $ (192,766)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 61,243 51,247
Deferred income taxes 108,344 80,121
Stock-based compensation 11,985 9,884
Loss on solar energy systems and property and equipment 9,254 4,439
Noncash interest and other expense 7,288 15,317
Reduction in lease pass-through financing obligation (3,662) (3,549)
Losses (gains) on interest rate swaps 846 (1,279)
Changes in operating assets and liabilities:    
Accounts receivable, net (12,996) (245)
Inventories (470) 6,817
Prepaid expenses and other current assets 741 8,931
Other non-current assets, net (126,402) (8,042)
Accounts payable 2,032 941
Accrued compensation 14,409 4,390
Deferred revenue 1,411 (6,441)
Accrued and other liabilities 9,050 7,177
Net cash used in operating activities (214,922) (23,058)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Payments for the cost of solar energy systems (187,328) (233,548)
Payments for property and equipment (1,219) (129)
Proceeds from disposals of solar energy systems and property and equipment 2,025 2,335
Purchase of intangible assets (1,089) (223)
Net cash used in investing activities (187,611) (231,565)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from investment by non-controlling interests and redeemable non-controlling interests 284,055 194,921
Distributions paid to non-controlling interests and redeemable non-controlling interests (33,309) (41,729)
Proceeds from long-term debt 351,972 917,748
Payments on long-term debt (139,080) (693,782)
Payments for debt issuance and deferred offering costs (9,382) (21,209)
Proceeds from lease pass-through financing obligation 2,527 2,491
Principal payments on finance lease obligations (954) (2,663)
Proceeds from issuance of common stock 304 876
Net cash provided by financing activities 456,133 356,653
NET INCREASE IN CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS 53,600 102,030
CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS—Beginning of period 290,896 154,938
CASH AND CASH EQUIVALENTS, INCLUDING RESTRICTED AMOUNTS—End of period 344,496 256,968
NONCASH INVESTING AND FINANCING ACTIVITIES:    
Costs of solar energy systems included in changes in accounts payable, accrued compensation and accrued and other liabilities 55,183 4,682
Right-of-use assets obtained in exchange for new operating lease liabilities 9,210  
Right-of-use assets obtained in exchange for new finance lease liabilities $ 6,077 1,079
Solar energy system sales    
NONCASH INVESTING AND FINANCING ACTIVITIES:    
Receivable for state tax credits recorded as a reduction to solar energy system costs   $ 7
v3.19.3
Organization
 9 Months Ended
Sep. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization

1.

Organization

Vivint Solar, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company most commonly offers solar energy to residential customers through long-term customer contracts, such as power purchase agreements (“PPAs”) and legal-form leases (“Solar Leases”). The Company also offers its customers the option to purchase solar energy systems (“System Sales”) through third-party loan offerings or a cash purchase. The Company enters into customer contracts through a sales organization that primarily uses a direct-to-home sales model. The long-term customer contracts under PPAs and Solar Leases are typically for 20 years and require the customer to make monthly payments to the Company.

The Company has formed various investment funds and entered into long-term debt facilities to monetize the recurring customer payments under its long-term customer contracts and investment tax credits (“ITCs”), accelerated tax depreciation and other incentives associated with residential solar energy systems. The Company uses the cash received from the investment funds, long-term debt facilities and cash generated from operations, including System Sales, to finance a portion of the Company’s variable and fixed costs associated with installing solar energy systems.

v3.19.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2019 or for any other interim period or other future year.

The unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. All of these determinations involve significant management judgments and estimates. The Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information, see Note 14—Investment Funds.

Beginning with the first quarter of 2019, the condensed consolidated statements of operations items formerly captioned “Operating leases and incentives” and “Cost of revenue—operating leases and incentives” are now captioned “Customer agreements and incentives” and “Cost of revenue—customer agreements and incentives.” Also beginning with the first quarter of 2019, the condensed consolidated balance sheet items formerly captioned “Current portion of capital lease obligation” and “Capital lease obligation, net of current portion” are now captioned “Current portion of finance lease obligation” and “Finance lease obligation, net of current portion.” Amounts in these balance sheet items were capital leases under Accounting Standards Codification 840: Leases (“Topic 840”) in periods ending prior to January 1, 2019, while amounts in these balance sheet items are finance leases under Accounting Standards Codification 842: Leases (“Topic 842”) in periods ending subsequent to January 1, 2019. See “—Leases” below for further explanation of these changes.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, ITCs; revenue recognition; solar energy systems, net; the impairment analysis of long-lived assets; stock-based compensation; the provision for income taxes; the valuation of derivative financial instruments; the recognition and measurement of loss contingencies; and non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates.

Liquidity

In order to grow, the Company requires cash to finance the deployment of solar energy systems. As of the date of this filing, the Company will require additional sources of cash beyond current cash balances and currently available financing facilities to fund long-term planned growth. If the Company is unable to secure additional financing when needed, or upon desirable terms, the Company may be unable to finance installation of customers’ systems in a manner consistent with past performance, cost of capital could increase, or the Company may be required to significantly reduce the scope of operations, any of which would have a material adverse effect on its business, financial condition, results of operations and prospects. While the Company believes additional financing is available and will continue to be available to support current levels of operations, the Company believes it has the ability and intent to reduce operations to the level of available financial resources for at least the next 12 months from the date of this report, if necessary.

Performance Obligation—Solar Energy system and Product Sales

For certain System Sales, the Company provides limited post-sale services to monitor the productivity of the solar energy system for 20 years after it has been placed into service. The Company allocates a portion of the transaction price to the monitoring services by estimating the standalone selling price that the Company would charge for these services if offered separately from the sale of the solar energy system. As of September 30, 2019 and December 31, 2018, the Company had allocated deferred revenue of $4.4 million and $3.3 million to monitoring services that will be recognized over the term of the monitoring services.

Leases

The Company adopted Topic 842 and its subsequent updates effective January 1, 2019. These updates are intended to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the condensed consolidated balance sheets and disclosing key information about leasing arrangements. The Company utilized the additional transition method permitted by Accounting Standards Update (“ASU”) 2018-11 and adopted Topic 842 using a modified retrospective method with a cumulative-effect adjustment to its accumulated deficit as of January 1, 2019. As such, comparative periods ending prior to January 1, 2019 are presented in accordance with Topic 840 and periods ending after January 1, 2019 are presented in accordance with Topic 842. The impact to the accumulated deficit as a result of adopting ASU 2016-02 was a net reduction of approximately $0.2 million. The Company did not use the transitionary practical expedients allowed under Topic 842, and as such, the Company reassessed all contracts existing at the adoption date of January 1, 2019. The Company elected to treat leases with lease terms of 12 months or less as short-term leases. No right-of-use assets or lease liabilities are recognized for short-term leases. The Company has also elected not to separate lease components from non-lease components for all classes of leased assets except for building leases.

The adoption of this ASU resulted in right-of-use assets of $34.6 million related to operating leases being recognized in other non-current assets, net on the condensed consolidated balance sheets as of January 1, 2019. Corresponding lease liabilities of $43.8 million related to operating leases were recognized on the condensed consolidated balance sheets as of January 1, 2019, with the current portion recognized in accrued and other current liabilities and the long-term portion recognized in other non-current liabilities. In addition, at January 1, 2019, approximately $1.0 million of lease-related liabilities were removed from accrued and other current liabilities and approximately $8.2 million of lease-related liabilities were removed from other non-current liabilities and included as reductions to the initial operating lease right-of-use assets. As of January 1, 2019, finance lease right-of-use assets of $0.9 million continued to be recorded in property and equipment, net. Any changes in lease terms or estimates subsequent to adoption of the ASU 2016-02 are reflected in the right-of-use assets and lease liabilities.

The Company’s PPAs, Solar Leases, and associated rebates and incentives no longer meet the definition of a lease under Topic 842. Accordingly, they are accounted for in accordance with Accounting Standards Codification 606: Revenue from Contracts with Customers (“Topic 606”) beginning on January 1, 2019. The Company concluded that there was no change to its revenue recognition practices for its PPA revenue stream under Topic 606. For Solar Leases, the Company concluded that the impact of applying Topic 606 is immaterial. The Company also concluded that there was no material change related to the timing of revenue recognition for rebates and incentives under Topic 606. Upon the adoption of Topic 842, the Company no longer capitalizes initial direct costs and amortizes them to the respective cost of revenue line items. Instead, the Company now capitalizes costs of obtaining a contract which meet the “incremental” criteria defined in Accounting Standards Codification 340 to other non-current assets, net. These costs are now amortized over the period of benefit to sales and marketing expense on the condensed consolidated statements of operations. In accordance with the Company’s Topic 842 transition discussed above, no prior period amounts were changed.

For purposes of comparison, the following tables show how the balances as of December 31, 2018 and for the three and nine months ended September 30, 2018 would have changed if the effects of adopting Topic 842 had been applied to those balances (in thousands):

 

December 31, 2018

 

 

September 30, 2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Solar energy systems, net

$

1,938,874

 

 

$

(388,087

)

 

$

1,550,787

 

 

$

1,696,129

 

Other non-current assets, net

 

28,090

 

 

 

388,087

 

 

 

416,177

 

 

 

567,872

 

 

 

Three Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

42,135

 

 

$

(4,625

)

 

$

37,510

 

 

$

48,993

 

Cost of revenue—solar energy system and product sales

 

17,700

 

 

 

(3,804

)

 

 

13,896

 

 

 

19,444

 

Total cost of revenue

 

59,835

 

 

 

(8,429

)

 

 

51,406

 

 

 

68,437

 

Gross profit

 

17,981

 

 

 

8,429

 

 

 

26,410

 

 

 

35,412

 

Sales and marketing

 

15,841

 

 

 

8,429

 

 

 

24,270

 

 

 

46,121

 

Total operating expenses

 

46,261

 

 

 

8,429

 

 

 

54,690

 

 

 

79,391

 

 

 

Nine Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

122,188

 

 

$

(13,215

)

 

$

108,973

 

 

$

132,258

 

Cost of revenue—solar energy system and product sales

 

62,735

 

 

 

(14,058

)

 

 

48,677

 

 

 

52,498

 

Total cost of revenue

 

184,923

 

 

 

(27,273

)

 

 

157,650

 

 

 

184,756

 

Gross profit

 

41,941

 

 

 

27,273

 

 

 

69,214

 

 

 

79,221

 

Sales and marketing

 

40,999

 

 

 

27,273

 

 

 

68,272

 

 

 

112,792

 

Total operating expenses

 

114,412

 

 

 

27,273

 

 

 

141,685

 

 

 

201,309

 

Software Implementation Costs

The Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, effective January 1, 2019. This update clarifies that entities should capitalize implementation costs incurred in cloud computing arrangements that are service contracts, which the Company will now record within other non-current assets, net. The Company will expense the capitalized costs over the term of the hosting arrangement. The service element of a hosting arrangement that is a service contract is not affected by this update, meaning service costs will continue to be expensed as incurred. The Company is applying the amendments in this update on a prospective basis beginning January 1, 2019. No prior periods were impacted as a result of adopting this ASU.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The objective of this update is to provide users of financial statements with more useful information by changing the incurred loss methodology for recognizing credit losses to a more forward-looking methodology that reflects expected credit losses. Under this ASU, the Company’s accounts receivable and certain contract assets are considered financial assets measured at an amortized cost basis and will need to be presented at the net amount expected to be collected. This ASU will be effective for the Company beginning on January 1, 2020 and will be applied through a modified retrospective approach with a cumulative-effect adjustment to retained earnings as of the first reporting period in which the guidance is effective. The Company is still evaluating the impact of this update on its condensed consolidated financial statements and related disclosures but currently anticipates that the impact will not be significant.
v3.19.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurements

3.

Fair Value Measurements

The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets and liabilities included on the condensed consolidated balance sheets measured on a recurring basis by level within the fair value hierarchy (in thousands):

 

 

September 30, 2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

35,301

 

 

$

—

 

 

$

35,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

130

 

 

$

—

 

 

$

130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

11,146

 

 

$

—

 

 

$

11,146

 

 

The interest rate swaps (Level 2) were valued using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparties and the Company. The valuation model uses various observable inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. Financial liabilities as of September 30, 2019 include interest rate swaps for the Warehouse Facility, which are not designated as hedges, and interest rate swaps for the Solar Asset Backed Notes, Series 2018-2, which are designated as hedges. Financial liabilities as of December 31, 2018 included interest rate swaps for the Aggregation Facility, which were not designated as hedges, and interest rate swaps for the Solar Asset Backed Notes, Series 2018-2, which are designated as hedges. Financial assets as of December 31, 2018 primarily related to interest rate swaps for the Aggregation Facility, which were not designated as hedges. See Note 11—Debt Obligations for additional details about these debt instruments.

The carrying values and fair values of the Company’s long-term debt were as follows (in thousands):

 

September 30, 2019

 

 

December 31, 2018

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Floating-rate long-term debt

$

814,795

 

 

$

814,795

 

 

$

587,358

 

 

$

587,358

 

Fixed-rate long-term debt

 

638,486

 

 

 

705,100

 

 

 

653,031

 

 

 

673,917

 

Total

$

1,453,281

 

 

$

1,519,895

 

 

$

1,240,389

 

 

$

1,261,275

 

The Company’s outstanding principal balance of long-term debt is carried at cost. The Company estimated the fair values of its floating-rate debt facilities (Level 2) to approximate their carrying values as interest accrues at floating rates based on market rates. The Company’s fixed-rate debt facilities (Level 2) were valued using quoted prices for the fixed rate debt facilities that are publicly traded, or quoted prices for corporate debt with similar terms for debt facilities that are not publicly traded.

v3.19.3
Inventories
 9 Months Ended
Sep. 30, 2019
Inventory Disclosure [Abstract]  
Inventories

4.

Inventories

Inventories consisted of the following (in thousands):

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Solar energy systems held for sale

$

12,925

 

 

$

12,321

 

Photovoltaic installation products

 

802

 

 

 

936

 

Total inventories

$

13,727

 

 

$

13,257

 

Solar energy systems held for sale are solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Solar energy systems held for sale are stated at the lower of cost, on a first-in, first-out basis, or net realizable value. Photovoltaic installation products are stated at the lower of cost, on an average cost basis, or net realizable value.

v3.19.3
Solar Energy Systems
 9 Months Ended
Sep. 30, 2019
Solar Energy Systems Disclosure [Abstract]  
Solar Energy Systems

5.

Solar Energy Systems

Solar energy systems, net consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

System equipment costs

$

1,856,664

 

 

$

1,667,440

 

Initial direct costs related to solar energy systems

 

—

 

 

 

435,084

 

 

 

1,856,664

 

 

 

2,102,524

 

Less: Accumulated depreciation

 

(190,224

)

 

 

(195,890

)

 

 

1,666,440

 

 

 

1,906,634

 

Solar energy system inventory

 

29,689

 

 

 

32,240

 

Solar energy systems, net

$

1,696,129

 

 

$

1,938,874

 

 

Solar energy system inventory represents the solar components and materials used in the installation of solar energy systems prior to being installed on customers’ roofs. As such, no depreciation is recorded related to this line item. The Company recorded depreciation expense related to solar energy systems of $14.4 million and $17.0 million for the three months ended September 30, 2019 and 2018. The Company recorded depreciation expense related to solar energy systems of $41.3 million and $48.5 million for the nine months ended September 30, 2019 and 2018. The Company did not record any initial direct costs or amortization of initial direct costs related to solar energy systems in 2019 due to the adoption of Topic 842. See Note 2—Summary of Significant Accounting Policies.
v3.19.3
Property and Equipment
 9 Months Ended
Sep. 30, 2019
Property Plant And Equipment [Abstract]  
Property and Equipment

6.

Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

 

 

Estimated

 

September 30,

 

 

December 31,

 

 

 

Useful Lives

 

2019

 

 

2018

 

Leasehold improvements

 

1-12 years

 

$

10,486

 

 

$

10,560

 

Furniture and computer and other equipment

 

3 years

 

 

4,282

 

 

 

3,816

 

Vehicles acquired under finance leases

 

3-5 years

 

 

7,106

 

 

 

6,907

 

 

 

 

 

 

21,874

 

 

 

21,283

 

Less: Accumulated depreciation and amortization

 

 

 

 

(7,542

)

 

 

(10,553

)

Property and equipment, net

 

 

 

$

14,332

 

 

$

10,730

 

 

The Company recorded depreciation and amortization expense related to property and equipment of $0.8 million and $0.9 million for the three months ended September 30, 2019 and 2018. The Company recorded depreciation and amortization expense related to property and equipment of $1.8 million and $3.9 million for the nine months ended September 30, 2019 and 2018.

Effective January 1, 2019, the Company adopted Topic 842. As part of the adoption, the Company reassessed all contracts existing at the adoption date. The Company determined that a number of vehicle leases that were previously classified as capital leases under Topic 840 were no longer classified as finance leases under Topic 842. This resulted in a reduction to the gross asset and accumulated depreciation and amortization balances related to vehicles and will result in lower depreciation and amortization expense related to property and equipment compared to prior periods.

v3.19.3
Other Non-Current Assets
 9 Months Ended
Sep. 30, 2019
Other Assets Noncurrent Disclosure [Abstract]  
Other Non-Current Assets

7.

Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Costs to obtain contracts

$

559,492

 

 

$

—

 

Accumulated amortization of costs to obtain contracts

 

(65,204

)

 

 

—

 

Operating lease right-of-use assets

 

38,292

 

 

 

—

 

Sales incentives

 

10,006

 

 

 

8,588

 

Other non-current assets

 

25,286

 

 

 

19,502

 

Total other non-current assets

$

567,872

 

 

$

28,090

 

The Company recorded amortization of costs to obtain contracts of $6.9 million and $18.2 million for the three and nine months ended September 30, 2019. Costs to obtain contracts are amortized over the initial terms of customer contracts, which are typically 20 years.

v3.19.3
Intangible Assets
 9 Months Ended
Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets

8.

Intangible Assets

Net intangible assets are included in other non-current assets, net and consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Cost:

 

 

 

 

 

 

 

Internal-use software

$

1,312

 

 

$

1,020

 

Developed technology

 

522

 

 

 

522

 

Trademarks/trade names

 

201

 

 

 

201

 

Total carrying value

 

2,035

 

 

 

1,743

 

Accumulated amortization:

 

 

 

 

 

 

 

Internal-use software

 

(87

)

 

 

(781

)

Developed technology

 

(376

)

 

 

(324

)

Trademarks/trade names

 

(114

)

 

 

(99

)

Total accumulated amortization

 

(577

)

 

 

(1,204

)

Total intangible assets, net

$

1,458

 

 

$

539

 

 

The Company recorded a de minimis amount and $0.1 million of amortization expense for the three months ended September 30, 2019 and 2018, which is included within general and administrative expense on the condensed consolidated statements of operations. The Company recorded amortization expense of $0.2 million and $0.4 million for the nine months ended September 30, 2019 and 2018.
v3.19.3
Accrued Compensation
 9 Months Ended
Sep. 30, 2019
Accrued Compensation Disclosure [Abstract]  
Accrued Compensation

9.

Accrued Compensation

Accrued compensation consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Accrued payroll

$

19,052

 

 

$

16,352

 

Accrued commissions

 

21,595

 

 

 

9,168

 

Total accrued compensation

$

40,647

 

 

$

25,520

 

 
v3.19.3
Accrued and Other Current Liabilities
 9 Months Ended
Sep. 30, 2019
Payables And Accruals [Abstract]  
Accrued and Other Current Liabilities

10.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Accrued unused commitment fees and interest

$

16,151

 

 

$

14,102

 

Litigation Settlement

 

8,325

 

 

 

100

 

Accrued inventory

 

7,567

 

 

 

4,380

 

Current portion of operating lease liabilities

 

7,432

 

 

 

—

 

Accrued professional fees

 

6,233

 

 

 

6,150

 

Accrued workers' compensation

 

6,024

 

 

 

4,033

 

Current portion of lease pass-through financing obligation

 

5,126

 

 

 

5,038

 

Workmanship accrual

 

3,724

 

 

 

2,630

 

Sales, use and property taxes payable

 

3,393

 

 

 

3,132

 

Other accrued expenses

 

6,263

 

 

 

3,295

 

Total accrued and other current liabilities

$

70,238

 

 

$

42,860

 

 
v3.19.3
Debt Obligations
 9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Debt Obligations

11.

Debt Obligations

Debt obligations consisted of the following as of September 30, 2019 (in thousands, except interest rates):

 

Principal

 

 

Unamortized Debt

 

 

 

 

 

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

Borrowings

 

 

Issuance Costs

 

 

Net Carrying Value

 

 

Borrowing

 

 

Interest

 

 

Maturity

 

Outstanding

 

 

Current

 

 

Long-term

 

 

Current

 

 

Long-term

 

 

Capacity

 

 

Rate

 

 

Date

Solar asset backed notes, Series 2018-1(1)

$

454,100

 

 

$

(76

)

 

$

(8,603

)

 

$

3,919

 

 

$

441,502

 

 

$

—

 

 

 

5.1

%

 

October 2028

Solar asset backed notes, Series 2018-2(2)(3)

 

338,294

 

 

 

(5

)

 

 

(6,457

)

 

 

245

 

 

 

331,587

 

 

 

—

 

 

 

5.5

 

 

August 2023

2017 Term loan facility

 

183,116

 

 

 

(173

)

 

 

(4,326

)

 

 

6,855

 

 

 

171,762

 

 

 

—

 

 

 

6.0

 

 

January 2035

2018 Forward flow loan facility

 

125,048

 

 

 

(94

)

 

 

(3,145

)

 

 

2,396

 

 

 

119,413

 

 

 

—

 

 

 

4.7

 

 

(4)

2019 Forward flow loan facility

 

50,353

 

 

 

—

 

 

 

(2,902

)

 

 

—

 

 

 

47,451

 

 

 

99,647

 

 

 

3.9

 

 

(5)

Credit agreement

 

1,270

 

 

 

(1

)

 

 

(99

)

 

 

17

 

 

 

1,153

 

 

 

—

 

 

 

6.5

 

 

February 2023

Revolving lines of credit(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse facility

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

170,000

 

 

 

155,000

 

 

 

4.7

 

 

August 2023

Working capital facility(7)

 

131,100

 

 

 

—

 

 

 

—

 

 

 

131,100

 

 

 

—

 

 

 

—

 

 

 

5.4

 

 

March 2020

Total debt

$

1,453,281

 

 

$

(349

)

 

$

(25,532

)

 

$

144,532

 

 

$

1,282,868

 

 

$

254,647

 

 

 

 

 

 

 

Debt obligations consisted of the following as of December 31, 2018 (in thousands, except interest rates):

 

Principal

 

 

Unamortized Debt

 

 

 

 

 

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

Borrowings

 

 

Issuance Costs

 

 

Net Carrying Value

 

 

Borrowing

 

 

Interest

 

 

Maturity

 

Outstanding

 

 

Current

 

 

Long-term

 

 

Current

 

 

Long-term

 

 

Capacity

 

 

Rate

 

 

Date

Solar asset backed notes, Series 2018-1(1)

$

462,826

 

 

$

(74

)

 

$

(9,172

)

 

$

3,655

 

 

$

449,925

 

 

$

—

 

 

 

5.1

%

 

October 2028

Solar asset backed notes, Series 2018-2(2)(3)

 

342,833

 

 

 

(6

)

 

 

(7,388

)

 

 

294

 

 

 

335,145

 

 

 

—

 

 

 

5.4

 

 

August 2023

2017 Term loan facility

 

188,922

 

 

 

(170

)

 

 

(4,614

)

 

 

6,679

 

 

 

177,459

 

 

 

—

 

 

 

6.0

 

 

January 2035

2018 Forward flow loan facility

 

58,425

 

 

 

(43

)

 

 

(3,365

)

 

 

1,512

 

 

 

53,505

 

 

 

71,575

 

 

 

5.2

 

 

(4)

Credit agreement

 

1,283

 

 

 

(2

)

 

 

(118

)

 

 

15

 

 

 

1,148

 

 

 

—

 

 

 

6.5

 

 

February 2023

Revolving lines of credit(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregation facility

 

50,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

325,000

 

 

 

5.7

 

 

September 2020

Working capital facility(7)

 

136,100

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

136,100

 

 

 

—

 

 

 

5.6

 

 

March 2020

Total debt

$

1,240,389

 

 

$

(295

)

 

$

(24,657

)

 

$

12,155

 

 

$

1,203,282

 

 

$

396,575

 

 

 

 

 

 

 

 

(1)

The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%.

(2)

The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%.

(3)

The interest rate of these notes is partially hedged to an effective interest rate of 6.0% for $323.6 million of the principal borrowings. See Note 13—Derivative Financial Instruments.

(4)

The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019.

(5)

The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than November 20, 2020.

(6)

Revolving lines of credit are not presented net of unamortized debt issuance costs.

(7)

This facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company.

The Company’s debt facilities include customary events of default, conditions to borrowing and covenants, including covenants that restrict, subject to certain exceptions, the Company’s ability to incur indebtedness, incur liens, make investments, make fundamental changes to its business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. Additionally, the Company is required to maintain certain financial measurements and interest rate swaps for certain debt facilities. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. The Company’s debt facilities are secured by net cash flows from long-term customer contracts. The Company was in compliance with all debt covenants as of September 30, 2019.

Solar Asset Backed Notes, Series 2018-1

In June 2018, a wholly owned subsidiary of the Company issued an aggregate principal amount of $400.0 million of Solar Asset Backed Notes, Series 2018-1, Class A (the “2018-1 Class A Notes”) and an aggregate principal amount of $66.0 million of Solar Asset Backed Notes, Series 2018-1, Class B (the “2018-1 Class B Notes” and together with the 2018-1 Class A Notes, the “2018-1 Notes”). The 2018-1 Class A Notes accrue interest at a fixed rate of 4.73% and have an anticipated repayment date of October 30, 2028. The 2018-1 Class B Notes accrue interest at a fixed rate of 7.37% and have an anticipated repayment date of October 30, 2028.

In addition to customary events of default and covenants, the 2018-1 Notes are subject to unscheduled prepayment events that generally are customary in nature for solar securitizations of this type, including (1) asset coverage ratios falling below certain levels, (2) a debt service coverage ratio falling below certain levels, (3) the failure to maintain insurance, and (4) the failure to repay the notes in full prior to the anticipated repayment date for such class of notes. The occurrence of an unscheduled prepayment event or an event of default could result in the more rapid repayment of the 2018-1 Notes, and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the 2018-1 Notes. The 2018-1 Notes are secured by, and payable solely from the cash flow generated by the membership interests in certain indirectly owned subsidiaries of the Company, each of which subsidiaries is the managing member of a project company that owns a pool of photovoltaic systems and related Solar Leases and PPAs and ancillary rights and agreements that were originated by a wholly owned subsidiary of the Company. As of September 30, 2019, the Company had $15.0 million in required reserves outstanding in collateral accounts with the administrative agent, which are included in restricted cash and cash equivalents.

Solar Asset Backed Notes, Series 2018-2

In June 2018, a wholly owned subsidiary of the Company issued an aggregate principal amount of $296.0 million of Solar Asset Backed Notes, Series 2018-2, Class A (the “2018-2 Class A Notes”) and an aggregate principal amount of $49.0 million of Solar Asset Backed Notes, Series 2018-2, Class B (the “2018-2 Class B Notes” and together with the 2018-2 Class A Notes, the “2018-2 Notes”). The 2018-2 Class A Notes accrue interest at a variable spread over the London Interbank Offered Rate (“LIBOR”) that is intended to result in a weighted average spread for all 2018-2 Notes of 2.95%. The 2018-2 Class B Notes accrue interest at a spread over LIBOR of 4.75% or, if no 2018-2 Class A Notes are outstanding, 2.95%. The Company entered into an interest rate swap concurrent with the issuance of the 2018-2 Notes that results in an implied all-in interest rate of approximately 5.95%. See Note 13—Derivative Financial Instruments. The 2018-2 Notes have a stated maturity of August 29, 2023.

The 2018-2 Notes have the same events of default, covenants and unscheduled prepayment events as the 2018-1 Notes. In addition, the 2018-2 Notes are subject to unscheduled prepayment events relating to certain change of control events and certain liquidity requirements. As of September 30, 2019, the Company had $25.2 million in required reserves outstanding in collateral accounts with the administrative agent, which are included in restricted cash and cash equivalents.

2016 Term Loan Facility

In June 2018, the Company used proceeds from the issuance of the 2018-1 Notes and 2018-2 Notes to pay off the outstanding balance of $282.3 million on the credit facility entered into by a wholly owned subsidiary of the Company in August 2016 (the “2016 Term Loan Facility”) and terminated the credit agreement. At termination, the outstanding balance was composed of $281.8 million of principal and $0.5 million of accrued interest. The termination of the 2016 Term Loan Facility was accounted for as a debt extinguishment. As such, the remaining $6.9 million of unamortized debt issuance costs related to the 2016 Term Loan Facility were recognized in interest expense during the year ended December 31, 2018. There was no prepayment fee associated with the termination of the 2016 Term Loan Facility.

Subordinated HoldCo Facility

In June 2018, the Company used proceeds from the issuance of the 2018-1 Notes and 2018-2 Notes to pay off the outstanding balance of $206.4 million on the credit facility entered into by a wholly owned subsidiary of the Company in March 2016 (the “Subordinated HoldCo Facility”) and terminated the financing agreement. At termination, the outstanding balance was composed of $196.6 million of principal, $3.9 million of accrued interest, and a prepayment fee of $5.9 million, which was calculated as 3.0% of the outstanding principal balance. The termination of the Subordinated HoldCo Facility was accounted for as a debt extinguishment. As such, the remaining $2.9 million of unamortized debt issuance costs related to the Subordinated HoldCo Facility were recognized in interest expense during the year ended December 31, 2018. The prepayment fee of $5.9 million was also recognized in interest expense during the year ended December 31, 2018.

2017 Term Loan Facility

In January 2017, a wholly owned subsidiary of the Company entered into a long-term fixed rate credit agreement (the “2017 Term Loan Facility”). Interest on borrowings accrues at an annual fixed rate equal to 6.0% and is payable in arrears. Certain principal payments are due on a quarterly basis, subject to the occurrence of certain events. As of September 30, 2019, the Company had $20.2 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents.

2018 Forward Flow Loan Facility

In August 2018, a subsidiary that is indirectly owned by the Company together with investors, entered into a loan agreement (the “2018 Forward Flow Loan Facility”, formerly known as the “Forward Flow Loan Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $130.0 million. The Company may make multiple borrowings under the 2018 Forward Flow Loan Facility during the availability period, which will continue no later than October 31, 2019. After the availability period, all outstanding loans under the 2018 Forward Flow Loan Facility will be aggregated into a single term loan with a maturity date 20 years after the date of aggregation. Interest on each loan will accrue at an annual rate equal to the U.S. swap rate for the weighted-average life of such loan, plus an applicable margin equal to the greater of (a) 1.9% plus a spread adjustment based on the risk premium on the borrowing date relative to the market index-based risk premium on the closing date and (b) 1.5%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year. Upon the occurrence of certain events, the Company will be required to make prepayments of the loans, including payment of a make-whole amount in certain circumstances. As of September 30, 2019, the Company had $6.4 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents.

2019 Forward Flow Loan Facility

In May 2019, a subsidiary that is indirectly owned by the Company together with investors, entered into a loan agreement (the “2019 Forward Flow Loan Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $150.0 million. The Company may make multiple borrowings under the 2019 Forward Flow Loan Facility during the availability period, which will continue no later than November 20, 2020. After the availability period, all outstanding loans under the 2019 Forward Flow Loan Facility will be aggregated into a single term loan with a maturity date 20 years after the date of aggregation. On any anniversary of the date of aggregation occurring from and after the sixth such anniversary, upon notice to the lenders, the Company may borrow additional loans under the 2019 Forward Flow Loan Facility if the Company is projected to have sufficient net cash flow to service such additional debt. If any lender declines to fund such additional loans, the Company will have the right to prepay outstanding loans from such lender in an amount equal to 102.5% of such loans, plus accrued and unpaid interest, without any make-whole amount. Interest on each loan will accrue at an annual rate equal to the greater of (a) 4.70% and (b) the U.S. Treasury rate for the weighted-average life of such loan, plus an applicable margin equal to 2.35%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year. Upon the occurrence of certain events, the Company will be required to make prepayments of the loans, including payment of a make-whole amount in certain circumstances. As of September 30, 2019, the Company had $2.0 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents.

Credit Agreement

In February 2016, a wholly owned subsidiary of the Company entered into a fixed rate credit agreement (the “Credit Agreement”). Principal and interest payments under the Credit Agreement are paid quarterly over the term of the loan. Interest accrues on borrowings at a fixed rate of 6.50%.

Warehouse Facility

In August 2019, a wholly owned subsidiary of the Company entered into a floating rate revolving warehouse facility (the “Warehouse Facility”) pursuant to which it may borrow up to an aggregate principal amount of $325.0 million, expandable up to $400.0 million, from certain financial institutions for which Bank of America, N.A. is acting as administrative agent and collateral agent. During the period in which the Company may make borrowings under the Warehouse Facility, which is currently anticipated to continue until August 2022, interest on borrowings accrues at an annual rate equal to the applicable adjusted LIBOR rate plus 2.375%. Thereafter, interest will accrue at an annual rate equal to the applicable adjusted LIBOR rate plus 3.375%. In addition, the Company is required to maintain interest rate hedging arrangements such that not less than 90% of the aggregate expected amortization profile of all outstanding revolving advances is subject to a fixed interest rate or other interest rate protection. Initially, subject to the terms of the Warehouse Facility, only interest payments are due on a quarterly basis, through the availability period, and then certain principal and interest payments may be due. These payments will occur on the 15th of January, April, July and October of each year, subject to the occurrence of certain events, including a borrowing base deficiency and dispositions with respect to any of the collateral. Principal and interest payable under the Warehouse Facility mature in four years and optional prepayments, in whole or in part, are permitted under the Warehouse Facility no more than once per month, without premium or penalty apart from any customary LIBOR breakage provisions. As of September 30, 2019, the Company had $4.8 million in required reserves outstanding in collateral accounts with the administrative agent, which were included in restricted cash and cash equivalents.

Aggregation Facility

In August 2019, the Company used proceeds from the Warehouse Facility to pay off the outstanding balance of $121.4 million on the aggregation credit facility entered into by a wholly owned subsidiary of the Company in September 2014 (as amended, the “Aggregation Facility”) and terminated the facility. At termination, the outstanding balance was composed of $115.0 million of principal, $0.6 million of accrued interest and $5.8 million to settle related interest rate swaps. The termination of the Aggregation Facility was accounted for as a modification of a line of credit. Of the remaining $3.6 million of unamortized debt issuance costs, $2.5 million was recognized in interest expense during the nine months ended September 30, 2019 and $1.1 million was deferred and will be amortized over the term of the Warehouse Facility.

Working Capital Facility

In March 2015, a wholly owned subsidiary of the Company entered into a revolving credit agreement (the “Working Capital Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $150.0 million from certain financial institutions. In addition to the outstanding borrowings as of September 30, 2019, the Company had established letters of credit under the Working Capital Facility for up to $18.9 million related to insurance and retail contracts. Prepayments are permitted under the Working Capital Facility. Interest accrues on borrowings at a floating rate equal to, depending on the type of borrowing, (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable depending on the type of borrowing at the end of (1) the interest period that the Company may elect as a term, not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. The Company is required to maintain $30.0 million in cash and cash equivalents and certain investments as of the last day of each quarter. As of September 30, 2019, the Company was in compliance with such covenants.
v3.19.3
Leases
 9 Months Ended
Sep. 30, 2019
Lessee Disclosure [Abstract]  
Leases

12.

Leases

The Company is the lessee in all of its lease arrangements. The Company did not enter into any leases with related parties during the presented periods. The Company makes significant assumptions and judgments when assessing contracts for lease components, determining lease classifications and calculating right-of-use asset and lease liability values. These assumptions and judgements may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate or the Company’s intent to exercise or not exercise options available in lease contracts. Lease costs and other information consisted of the following (in thousands, except terms and rates):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2019

 

 

September 30, 2019

 

Lease cost

 

 

 

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

 

Amortization of right-of-use assets

$

465

 

 

$

1,125

 

Interest on lease liabilities

 

96

 

 

 

180

 

Operating lease cost

 

2,818

 

 

 

8,358

 

Short-term lease cost

 

413

 

 

 

1,714

 

Total lease cost

$

3,792

 

 

$

11,377

 

 

 

 

 

 

 

 

 

Other information

 

 

 

 

 

 

 

Finance leases:

 

 

 

 

 

 

 

Operating cash outflows from finance leases

$

96

 

 

$

180

 

Financing cash outflows from finance leases

$

377

 

 

$

954

 

Right-of-use assets obtained in exchange for new finance lease liabilities

$

2,321

 

 

$

6,077

 

Weighted-average remaining lease term - finance leases (in years)

 

3.6

 

 

 

3.6

 

Weighted-average discount rate - finance leases

 

7.4

%

 

 

7.4

%

Operating leases:

 

 

 

 

 

 

 

Operating cash outflows from operating leases

$

2,870

 

 

$

8,505

 

Right-of-use assets obtained in exchange for new operating lease liabilities

$

545

 

 

$

9,210

 

Weighted-average remaining lease term - operating leases (in years)

 

9.3

 

 

 

9.3

 

Weighted-average discount rate - operating leases

 

8.0

%

 

 

8.0

%

Finance Leases

The Company’s finance leases relate to fleet vehicles. All of the Company’s fleet vehicles are leased pursuant to master lease agreements for a period of three to five years. The master lease agreements allow for the Company to extend fleet vehicle leases on a month-to-month basis. For administrative convenience, the Company will often commit to extension periods of up to one year. As the extensions are not always utilized and are not contractually bound to a specific period of time, these extensions are not included in the initial right-of-use assets and lease liabilities. Instead, these extensions are treated as new leases. The master lease agreements stipulate minimum residual value guarantees that are not typically recognized as part of the Company’s right-of use assets and lease liabilities as these residual value guarantees are not probable of being owed. The rates implicit in the Company’s fleet vehicle finance leases are determinable, and the Company uses those rates to calculate the present value of its lease liabilities related to fleet vehicles.

Future minimum lease payments for the Company’s finance leases as of September 30, 2019 were as follows (in thousands):

2019

$

511

 

2020

 

1,839

 

2021

 

1,815

 

2022

 

1,689

 

2023

 

769

 

Thereafter

 

—

 

Total minimum lease payments

 

6,623

 

Less: interest

 

786

 

Present value of finance lease obligations

 

5,837

 

Less: current portion

 

1,529

 

Long-term portion

$

4,308

 

Operating Leases

The Company has entered into lease agreements for offices, warehouses and related equipment located in states in which the Company conducts operations. The Company’s corporate office lease was amended in February 2019 to extend the term by an additional three years, for a total lease term of 15 years. The corporate office lease includes options to extend the lease term for two additional periods of five years. The Company’s warehouse lease agreements range from a term of two to nine years, including exercised options to extend, with five years being the most common lease term. The warehouse lease agreements typically include options to extend the lease term. The Company’s operating lease agreements typically do not include purchase options. The Company includes lease extension options in the right-of-use asset and lease liability when the Company is reasonably certain it will exercise the options. The Company’s equipment lease agreements range from three to five years. The rates implicit in the Company’s operating leases are not readily determinable. As such, the Company uses its incremental borrowing rate to calculate the present value of its operating lease liabilities.

For all non-cancellable lease arrangements, there are no bargain renewal options, penalties for failure to renew, or any guarantee by the Company of the lessor’s debt or a loan from the Company to the lessor related to the leased property.

Future minimum lease payments under non-cancellable operating leases as of September 30, 2019 were as follows (in thousands):

2019

$

2,845

 

2020

 

10,466

 

2021

 

8,090

 

2022

 

5,815

 

2023

 

4,780

 

Thereafter

 

36,680

 

Total minimum lease payments

 

68,676

 

Less: present value impact

 

21,360

 

Present value of operating lease obligations

 

47,316

 

Less: current portion

 

7,432

 

Long-term portion

$

39,884

 

 
v3.19.3
Derivative Financial Instruments
 9 Months Ended
Sep. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

13.

Derivative Financial Instruments

Derivative financial instruments at fair value consisted of the following (in thousands):

 

 

September 30, 2019

 

 

Fair Value

 

 

Balance Sheet Location

Derivatives designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

33,323

 

 

Other non-current liabilities

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

1,978

 

 

Other non-current liabilities

 

 

 

December 31, 2018

 

 

Fair Value

 

 

Balance Sheet Location

Derivatives designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

9,884

 

 

Other non-current liabilities

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

1,262

 

 

Other non-current liabilities

Interest rate swaps

 

$

130

 

 

Other non-current assets

The Company is exposed to interest rate risk relating to its outstanding debt facilities that have variable interest rates. The Company was previously required to maintain interest rate swaps on a portion of the outstanding loan balance of the Aggregation Facility. The Aggregation Facility and its related interest rates swaps were terminated in August 2019. The settled interest rate swaps were not designated as hedge instruments and changes in the fair value were recorded in other expense (income), net.

In connection with the Warehouse Facility, the Company is required to maintain interest rate swaps such that not less than 90% of the aggregate expected amortization profile of all outstanding revolving advances is subject to a fixed interest rate. The Company is required to meet this threshold within five business days after the end of each quarterly period. As of September 30, 2019, the Company had entered into interest rate swaps with an aggregate notional amount of approximately $142.5 million. The Company entered into additional interest rate swaps within five business days of quarter end with an aggregate notional amount of approximately $10.5 million. The Company did not designate these interest rate swaps as hedge instruments and accounts for any changes in fair value in other expense (income), net.

In connection with the 2018-2 Notes, the Company entered into interest rate swaps to offset changes in the variable interest rate for a portion of these notes. As of September 30, 2019, the notional amount of these interest rate swaps was $323.6 million. The notional amount of the interest rate swaps decreases through the maturity of the 2018-2 Notes, similar to the Company’s estimated semi-annual principal payments on the 2018-2 Notes through August 2023. The interest rate swaps are designated as cash flow hedges, and unrealized gains or losses are recorded in other comprehensive income (“OCI”). The amount of accumulated other comprehensive (loss) income (“AOCI”) expected to be reclassified to interest expense within the next 12 months is approximately $4.3 million. The Company will discontinue the hedge accounting designation of these derivatives if interest payments on LIBOR-indexed floating rate loans compared to the payments under the derivatives are no longer highly effective.

The Company records derivatives at fair value. The losses (gains) on derivatives designated as cash flow hedges recognized in OCI, before tax effect, consisted of the following (in thousands):

 

 

Three Months Ended September 30,

 

 

 

2019

 

 

2018

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

7,889

 

 

$

(3,966

)

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

24,516

 

 

$

(8,284

)

The losses (gains) on derivative financial instruments recognized in the condensed consolidated statements of operations, before tax effect, consisted of the following (in thousands):

 

 

Three Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

 

Interest expense, net

 

 

Other expense (income), net

 

 

Interest expense, net

 

 

Other expense (income), net

 

Total amounts presented in the income statement line items

 

$

22,804

 

 

$

3,907

 

 

$

18,715

 

 

$

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses reclassified from AOCI into income

 

$

517

 

 

$

—

 

 

$

535

 

 

$

—

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses recognized in income

 

 

—

 

 

 

3,906

 

 

 

—

 

 

 

—

 

Total losses

 

$

517

 

 

$

3,906

 

 

$

535

 

 

$

—

 

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

 

Interest expense, net

 

 

Other expense (income), net

 

 

Interest expense, net

 

 

Other expense (income), net

 

Total amounts presented in the income statement line items

 

$

61,403

 

 

$

6,657

 

 

$

46,973

 

 

$

(6,371

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses (gains) reclassified from AOCI into income

 

$

1,077

 

 

$

—

 

 

$

(22,181

)

 

$

—

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses (gains) recognized in income

 

 

—

 

 

 

6,656

 

 

 

—

 

 

 

(4,252

)

Total losses (gains)

 

$

1,077

 

 

$

6,656

 

 

$

(22,181

)

 

$

(4,252

)

 
v3.19.3
Investment Funds
 9 Months Ended
Sep. 30, 2019
Summarized Financial Data Of Subsidiary [Abstract]  
Investment Funds

14.

Investment Funds

The Company has formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts. As of September 30, 2019 and December 31, 2018, the aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets were as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

103,921

 

 

$

62,350

 

Accounts receivable, net

 

17,385

 

 

 

6,593

 

Prepaid expenses and other current assets

 

2,384

 

 

 

1,289

 

Total current assets

 

123,690

 

 

 

70,232

 

Restricted cash and cash equivalents

 

8,361

 

 

 

2,443

 

Solar energy systems, net

 

1,541,344

 

 

 

1,752,271

 

Other non-current assets, net

 

459,771

 

 

 

10,888

 

Total assets

$

2,133,166

 

 

$

1,835,834

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Distributions payable to non-controlling interests and redeemable

   non-controlling interests

$

17,328

 

 

$

7,846

 

Current portion of long-term debt

 

2,396

 

 

 

1,512

 

Current portion of deferred revenue

 

2,272

 

 

 

2,320

 

Accrued and other current liabilities

 

6,027

 

 

 

4,860

 

Total current liabilities

 

28,023

 

 

 

16,538

 

Long-term debt, net of current portion

 

166,864

 

 

 

53,505

 

Deferred revenue, net of current portion

 

11,484

 

 

 

9,694

 

Other non-current liabilities

 

375

 

 

 

1,023

 

Total liabilities

$

206,746

 

 

$

80,760

 

Under the fund agreements, cash distributions of income and other receipts by the funds, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the fund investors and the Company’s subsidiaries as specified in contractual arrangements. As such, the cash held in investment funds is not readily available to the Company due to the timing of distributions. Certain of these fund arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. Once the investor’s equity interest is acquired by the Company, the assets, liabilities and operations of the investment fund become wholly owned and no longer require an assessment of non-controlling interests.

Fund investors for three of the funds are managed indirectly by The Blackstone Group L.P. (the “Sponsor”) and are considered related parties. As of September 30, 2019 and December 31, 2018, the cumulative total of contributions into the VIEs by all investors was $1,849.4 million and $1,565.3 million. Of these contributions, a cumulative total of $110.0 million was contributed by related parties in prior periods. A third-party provider has agreed to perform backup maintenance services for all funds, if necessary.

Lease Pass-Through Financing Obligation

During 2015, a wholly owned subsidiary of the Company entered into a lease pass-through fund arrangement under which the Company contributed solar energy systems and the investor contributed cash. The net carrying value of the related solar energy systems was $44.3 million and $55.8 million as of September 30, 2019 and December 31, 2018.

The Company accounts for the residual of the large upfront payments, net of amounts allocated to the ITCs, and subsequent periodic payments received from the fund investor as a borrowing by recording the proceeds received as a lease pass-through financing obligation, which will be repaid through customer payments that will be received by the investor. Under this approach, the Company continues to account for the arrangement with the customers in its condensed consolidated financial statements, whether the cash generated from the customer arrangements is received by the Company’s wholly owned subsidiary or paid directly to the fund investor. A portion of the amounts received by the fund investor from customer payments is applied to reduce the lease pass-through financing obligation, and the balance is allocated to interest expense. The customer payments are recognized into revenue based on cash receipts during the period as required by GAAP. Interest is calculated on the lease pass-through financing obligation using the effective interest rate method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by a fund investor over the master lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for any payments made by the Company. Any additional master lease prepayments by the investor would be recorded as an additional lease pass-through financing obligation, while any refunds of master lease prepayments would reduce the lease pass-through financing obligation.

The lease pass-through financing obligation is nonrecourse. As of September 30, 2019 and December 31, 2018, the Company had recorded financing liabilities of $4.7 million and $5.3 million related to this fund arrangement, which represent the lease pass-through financing obligation recorded in other liabilities.

Guarantees

With respect to the investment funds, the Company and the fund investors have entered into guaranty agreements under which the Company guarantees the performance of certain financial obligations of its subsidiaries to the investment funds. These guarantees do not result in the Company being required to make payments to the fund investors unless such payments are mandated by the investment fund governing documents and the investment fund fails to make such payment. Each of the Company’s investment funds and financing subsidiaries maintains separate books and records from each other and from the Company. The assets of each investment fund are not available to satisfy the debts or obligations of any other investment fund, subsidiary or the Company.

The Company is contractually obligated to make certain VIE investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of ITCs. The Company has concluded that the likelihood of a significant recapture event is remote and consequently has not recorded any liability in the condensed consolidated financial statements for any potential recapture exposure. The maximum potential future payments that the Company could have to make under this obligation would depend on the Internal Revenue Service (“IRS”) successfully asserting upon audit that the fair market values of the solar energy systems sold or transferred to the funds as determined by the Company exceeded the allowable basis for the systems for purposes of claiming ITCs. The fair market values of the solar energy systems and related ITCs are determined and the ITCs are allocated to the fund investors in accordance with the funds’ governing agreements. Due to uncertainties associated with estimating the timing and amounts of distributions, the likelihood of an event that may trigger repayment, forfeiture or recapture of ITCs to such investors, and the fact that the Company cannot determine how the IRS will evaluate system values used in claiming ITCs, the Company cannot determine the potential maximum future payments that are required under these guarantees. As of September 30, 2019, the Company has not made any payments under these guarantees. However, several recent investment funds, the 2018-1 Notes and the 2018-2 Notes have required the Company to prepay insurance premiums to cover the risk of ITC recapture. The Company amortizes this prepaid insurance expense over the ITC recapture period. The Company had prepaid insurance balances of $7.7 million and $8.3 million as of September 30, 2019 and December 31, 2018.

From time to time, the Company incurs fees for non-performance, which non-performance may include, but is not limited to, delays in the installation process and interconnection to the power grid of solar energy systems and other factors. Based on the terms of the investment fund agreements, the Company will either reimburse a portion of the fund investor’s capital or pay the fund investor a non-performance fee. No distributions were paid to reimburse fund investors during the three and nine months ended September 30, 2019. As of September 30, 2019, the Company accrued an estimated $3.5 million in distributions to reimburse fund investors.

As a result of the guaranty arrangements in certain funds, the Company was required to hold a minimum cash balance of $10.0 million as of September 30, 2019 and December 31, 2018, which is classified as restricted cash and cash equivalents.
v3.19.3
Redeemable Non-Controlling Interests and Equity
 9 Months Ended
Sep. 30, 2019
Equity [Abstract]  
Redeemable Non-Controlling Interests and Equity

15.

Redeemable Non-Controlling Interests and Equity

Common Stock

The Company had shares of common stock reserved for issuance as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Shares available for grant under equity incentive plans

 

13,340

 

 

 

13,323

 

Restricted stock units issued and outstanding

 

6,791

 

 

 

6,172

 

Stock options issued and outstanding

 

5,588

 

 

 

3,394

 

Long-term incentive plan

 

2,706

 

 

 

2,706

 

Total

 

28,425

 

 

 

25,595

 

Redeemable Non-Controlling Interests and Non-Controlling Interests

Seven of the investment funds include a right for the non-controlling interest holder to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund (each, a “Put Option”). The purchase price for the fund investor’s interest in the seven investment funds under the Put Options is the greater of fair market value at the time the option is exercised and a specified amount, ranging from $2.1 million to $4.1 million. The Put Options for these seven investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. The first of the Put Options are expected to become exercisable beginning in the second quarter of 2021.

Because the Put Options represent redemption features that are not solely within the control of the Company, the non-controlling interests in these investment funds are presented outside of permanent equity. Redeemable non-controlling interests are recorded using the greater of their carrying value at each reporting date (which is impacted by attribution under the hypothetical liquidation at book value (“HLBV”) method) or their estimated redemption value in each reporting period.

In all investment funds except one, the Company’s wholly owned subsidiary has the right to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary (each, a “Call Option”). The purchase price for the fund investors’ interests under the Call Options varies by fund, but is generally the greater of a specified amount, which ranges from approximately $1.2 million to $7.0 million, the fair market value of such interest at the time the option is exercised, or an amount that causes the fund investor to achieve a specified return on investment. The Call Options are exercisable beginning on the date that specified conditions are met for each respective fund. The first of the Call Options are expected to become exercisable beginning in the third quarter of 2020.
v3.19.3
Equity Compensation Plans
 9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Compensation Plans

16.

Equity Compensation Plans

Equity Incentive Plans

2014 Equity Incentive Plan

The Company currently grants equity awards through its 2014 Equity Incentive Plan (the “2014 Plan”). Under the 2014 Plan, the Company may grant stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance stock units, performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants.

As of September 30, 2019, a total of 13.3 million shares of common stock were available to grant under the 2014 Plan, subject to adjustment in the case of certain events. The number of shares available to grant under the 2014 Plan is subject to an annual increase on the first day of each year. In accordance with the annual increase, an additional 4.8 million shares became available to grant in January 2019 under the 2014 Plan.

Stock Options

Stock Option Activity

Stock option activity for the nine months ended September 30, 2019 was as follows (in thousands, except term and per share amounts):

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

Shares

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

Underlying

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

Options

 

 

Price

 

 

Term (in years)

 

 

Value

 

Outstanding—December 31, 2018

 

3,394

 

 

$

2.77

 

 

 

 

 

 

$

4,689

 

Granted

 

2,379

 

 

 

5.33

 

 

 

 

 

 

 

 

 

Exercised

 

(139

)

 

 

2.18

 

 

 

 

 

 

 

 

 

Cancelled

 

(46

)

 

 

6.65

 

 

 

 

 

 

 

 

 

Outstanding—September 30, 2019

 

5,588

 

 

$

3.84

 

 

 

7.7

 

 

$

15,834

 

Options vested and exercisable—September 30, 2019

 

2,312

 

 

$

2.44

 

 

 

5.6

 

 

$

9,963

 

RSUs

RSU activity for the nine months ended September 30, 2019 was as follows (awards in thousands):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

Number of

 

 

Grant Date

 

 

Awards

 

 

Fair Value

 

Outstanding at December 31, 2018

 

6,172

 

 

$

3.84

 

Granted

 

2,926

 

 

 

5.89

 

Vested

 

(1,834

)

 

 

3.86

 

Forfeited

 

(473

)

 

 

4.28

 

Outstanding at September 30, 2019

 

6,791

 

 

$

4.68

 

Stock-Based Compensation Expense

Stock-based compensation was included in operating expenses as follows (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Cost of revenue

$

467

 

 

$

361

 

 

$

1,203

 

 

$

984

 

Sales and marketing

 

756

 

 

 

754

 

 

 

2,297

 

 

 

2,668

 

General and administrative

 

2,891

 

 

 

1,956

 

 

 

8,390

 

 

 

6,125

 

Research and development

 

36

 

 

 

32

 

 

 

95

 

 

 

107

 

Total stock-based compensation

$

4,150

 

 

$

3,103

 

 

$

11,985

 

 

$

9,884

 

Unrecognized stock-based compensation expense for RSUs and stock options as of September 30, 2019 was as follows (in thousands, except years):

 

Unrecognized

 

 

Weighted-

 

 

Stock-Based

 

 

Average Period

 

 

Compensation

 

 

of Recognition

 

 

Expense

 

 

(in years)

 

RSUs

$

21,414

 

 

 

1.8

 

Stock options

 

6,987

 

 

 

2.1

 

Total unrecognized stock-based compensation expense

$

28,401

 

 

 

 

 

 
v3.19.3
Income Taxes
 9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

17.

Income Taxes

The income tax expense for the three months ended September 30, 2019 and 2018 was calculated on a discrete basis resulting in a consolidated quarterly effective income tax rate of (71.3)% and (54.7)%. For the nine months ended September 30, 2019 and 2018 the Company’s consolidated effective income tax rate was (56.7)% and (70.5)%. The variations between the consolidated effective income tax rate and the U.S. federal statutory rate for the three and nine months ended September 30, 2019 and 2018 were primarily attributable to the tax gains recognized on the sale of solar energy systems to investment funds and non-controlling interests and redeemable non-controlling interests.

The Company sells solar energy systems to its investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is eliminated in the condensed consolidated financial statements. However, this gain is recognized for tax reporting purposes. The Company accounts for the income tax consequences of these intra-entity transfers as a component of income tax expense during the period in which the transfers occur.

v3.19.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

18.

Related Party Transactions

The Company’s condensed consolidated statements of operations included related party transactions of $0.5 million and $0.3 million within sales and marketing for the three months ended September 30, 2019 and 2018. The Company’s condensed consolidated statements of operations included related party transactions of $1.5 million and $1.7 million within sales and marketing for the nine months ended September 30, 2019 and 2018.

Vivint Services

The Company has negotiated and entered into a number of agreements with its sister company, Vivint, Inc. (“Vivint”). In August 2017, the Company entered into a sales dealer agreement with Vivint, pursuant to which each company will act as a non-exclusive dealer for the other party to market, promote and sell each other’s products. The agreement had an initial term of two years and automatically renewed for a one-year term in August 2019. The agreements will continue to automatically renew for successive one-year terms unless written notice of termination is provided by one of the parties to the other. The Company and Vivint also agreed to extend the term of the non-solicitation provisions under an existing non-competition agreement to match the term of the sales dealer agreement.

The Company made payments under agreements with Vivint of $0.9 million and $6.1 million for the three months ended September 30, 2019 and 2018. These amounts reflect the level of services provided by Vivint on behalf of the Company. The Company made payments under these agreements of $7.1 million and $11.4 million for the nine months ended September 30, 2019 and 2018.

Under agreements with Vivint, the Company recorded a receivable balance from Vivint of $0.5 million in prepaid expenses and other current assets as of September 30, 2019. A payable balance to Vivint of $0.2 million was recorded in accounts payable as of December 31, 2018.

Advances Receivable—Related Party

Net amounts due from direct-sales professionals were $6.0 million and $5.2 million as of September 30, 2019 and December 31, 2018. The Company provided a reserve of $0.3 million and $0.9 million as of September 30, 2019 and December 31, 2018 related to advances to direct-sales professionals who have terminated their employment agreement with the Company.

Investment Funds

Fund investors for three of the investment funds are indirectly managed by the Sponsor and accordingly are considered related parties. The Company accrued equity distributions to these entities of $1.9 million and $1.5 million as of September 30, 2019 and December 31, 2018, included in distributions payable to non-controlling and redeemable non-controlling interests. See Note 14—Investment Funds.

v3.19.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

19.

Commitments and Contingencies

Non-Cancellable Operating Leases

See Note 12—Leases for details regarding the Company’s lease arrangements.

Letters of Credit

As of September 30, 2019, the Company had established letters of credit under the Working Capital Facility for up to $18.9 million related to insurance and retail contracts.

Indemnification Obligations

From time to time, the Company enters into contracts that contingently require it to indemnify parties against claims. These contracts primarily relate to provisions in the Company’s services agreements with related parties that may require the Company to indemnify the related parties against services rendered; and certain agreements with the Company’s officers and directors under which the Company may be required to indemnify such persons for liabilities. In addition, under the terms of the agreements related to the Company’s investment funds and other material contracts, the Company may also be required to indemnify fund investors and other third parties for liabilities. For further information see Note 14—Investment Funds.

Residual Commission Payments

The Company pays a portion of sales commissions to its sales professionals on a deferred basis. The amount deferred is based on the value of the system sold by the sales professional and payment is based on the sales professional remaining employed by the Company. As this amount is earned over time, it is not considered an incremental cost of obtaining the contract due to the requirement that the sales professional remain in the Company’s service. As a result, the amount that is earned over time is expensed by the Company over the deferment period. As of September 30, 2019, the total estimated obligation that is currently not recorded in the Company’s condensed consolidated financial statements, but that will be earned and expensed over the deferment period was $8.5 million.

As part of the settlement of the February 2018 class action (see “—Legal Proceedings” below), it was agreed that for certain sales professionals who were part of the Company’s residual commission plan who terminate after August 31, 2019, the Company will be required to pay 50% of unpaid deferred residual commissions in equal installments over the 18 months following such termination. Previously, amounts unpaid under the residual commissions plan would be forfeited when these certain sales professionals terminated their employment. As such, the Company’s accrual for the residual commission plan was increased by $5.9 million, which was recorded in sales and marketing expense as of September 30, 2019, to accrue for the portion of the residual payments that were considered earned as a result of the settlement.

Legal Proceedings

In February 2018, two former employees, on behalf of themselves and other direct sellers, named the Company in a putative class and Private Attorneys General Act action in San Diego County Superior Court, California, alleging that the Company misclassified those employees and violated other wage and hour laws. The complaint seeks unspecified damages and statutory penalties for the alleged violations. The Company disputes the allegations and has retained counsel to defend it in the litigation. On October 7, 2019, the Company entered into a class action settlement agreement, pursuant to which the Company has agreed to pay up to $7.25 million to settle the claims in the lawsuit, which was accrued by the Company in general and administrative expense for the current period ending September 30, 2019. The settlement is subject to court approval, and a preliminary approval hearing is currently scheduled for December 6, 2019. If the court grants preliminary approval, the Company expects that the court will schedule a final approval hearing in mid-2020.

In March 2018, the New Mexico Attorney General’s office filed an action against the Company and several of its officers in New Mexico State Court, alleging violation of state consumer protection statutes and other claims. The Company disputes the allegations in the lawsuit and intends to defend itself in the action. The Company is unable to estimate a range of loss, if any, were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

In July 2018, an individual filed a putative class action lawsuit in the U.S. District Court for the District of Columbia, purportedly on behalf of himself and other persons who received certain telephone calls. The lawsuit alleges that the Company violated the Telephone Consumer Protection Act and some of its implementing regulations. The complaint seeks statutory penalties for each alleged violation. The Company disputes the allegations in the complaint, has retained counsel and intends to vigorously defend itself in the litigation. In August 2019, the Company reached a settlement in principle to resolve the class action on a nationwide basis for a payment of approximately $1.0 million (including plaintiff’s attorneys’ fees), which was accrued by the Company in general and administrative expense for the current period ending September 30, 2019. In November 2019, the parties filed a joint motion with the court seeking preliminary approval of the settlement. That approval is pending.

In October 2018, a former employee filed a representative action in Sacramento County Superior Court, California, pursuant to California’s Private Attorneys General Act alleging that the Company violated California labor and employment laws by, among other things, failing to provide its employees with rest and meal breaks. The Company disputes the allegations in the complaint and has retained counsel to represent it in the litigation. The Company is unable to estimate a range of loss, if any, at this time. If an unfavorable outcome were to occur in the case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

In October 2018, a former sales professional filed a representative action in Orange County Superior Court, California, pursuant to California’s Private Attorneys General Act alleging that the Company violated California labor and employment laws by, among other things, failing to properly compensate its direct sellers and reimburse them for business expenses. The Company disputes the allegations in the complaint. The resolution of the February 2018 class action referenced above is expected to resolve the representative claims pursuant to California’s Private Attorneys General Act.

In June 2019, a former sales professional filed a representative action in San Diego County Superior Court, California, pursuant to California’s Private Attorneys General Act alleging that the Company violated California labor and employment laws by, among other things, failing to properly compensate its direct sellers and reimburse them for business expenses. The Company disputes the allegations in the complaint. The resolution of the February 2018 class action referenced above is expected to resolve the representative claims pursuant to California’s Private Attorneys General Act.

In October 2019, two separate, purported stockholders filed separate putative class actions in the U.S. District Court for the Eastern District of New York purportedly on behalf of themselves and all others similarly situated. The lawsuits allege violations of federal securities laws and seek unspecified compensatory damages, attorneys’ fees and costs. The Company has not yet been served with either complaint and reserves all of its rights and objections with regard to service of process, jurisdictional challenges, and venue as well as any other objections and motions related to the complaints. The Company disputes the allegations in the complaints and has retained counsel to represent it in the litigation. The Company is unable to estimate a range of loss, if any, at this time. If an unfavorable outcome were to occur in either case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

 

In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot currently be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows.

The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information.
v3.19.3
Basic and Diluted Net Loss Per Share
 9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Basic and Diluted Net Loss Per Share

20.

Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three and nine months ended September 30, 2019 and 2018 (in thousands, except per share amounts):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

$

(13,835

)

 

$

(7,868

)

 

$

(68,644

)

 

$

(2,728

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss attributable per share

   to common stockholders, basic

 

121,730

 

 

 

118,767

 

 

 

120,974

 

 

 

116,871

 

Weighted-average effect of potentially dilutive shares to

   purchase common stock

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Shares used in computing net loss attributable per share

   to common stockholders, diluted

 

121,730

 

 

 

118,767

 

 

 

120,974

 

 

 

116,871

 

Net loss attributable per share to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.11

)

 

$

(0.07

)

 

$

(0.57

)

 

$

(0.02

)

 

For all periods presented, the Company incurred net losses attributable to common stockholders. As such, the potentially dilutive shares were anti-dilutive and were not considered in the weighted-average number of common shares outstanding for either period.

v3.19.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2019 or for any other interim period or other future year.

The unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. All of these determinations involve significant management judgments and estimates. The Company has determined that it is the primary beneficiary in the operational VIEs in which it has an equity interest. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information, see Note 14—Investment Funds.

Beginning with the first quarter of 2019, the condensed consolidated statements of operations items formerly captioned “Operating leases and incentives” and “Cost of revenue—operating leases and incentives” are now captioned “Customer agreements and incentives” and “Cost of revenue—customer agreements and incentives.” Also beginning with the first quarter of 2019, the condensed consolidated balance sheet items formerly captioned “Current portion of capital lease obligation” and “Capital lease obligation, net of current portion” are now captioned “Current portion of finance lease obligation” and “Finance lease obligation, net of current portion.” Amounts in these balance sheet items were capital leases under Accounting Standards Codification 840: Leases (“Topic 840”) in periods ending prior to January 1, 2019, while amounts in these balance sheet items are finance leases under Accounting Standards Codification 842: Leases (“Topic 842”) in periods ending subsequent to January 1, 2019. See “—Leases” below for further explanation of these changes.

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, ITCs; revenue recognition; solar energy systems, net; the impairment analysis of long-lived assets; stock-based compensation; the provision for income taxes; the valuation of derivative financial instruments; the recognition and measurement of loss contingencies; and non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates.

Liquidity

Liquidity

In order to grow, the Company requires cash to finance the deployment of solar energy systems. As of the date of this filing, the Company will require additional sources of cash beyond current cash balances and currently available financing facilities to fund long-term planned growth. If the Company is unable to secure additional financing when needed, or upon desirable terms, the Company may be unable to finance installation of customers’ systems in a manner consistent with past performance, cost of capital could increase, or the Company may be required to significantly reduce the scope of operations, any of which would have a material adverse effect on its business, financial condition, results of operations and prospects. While the Company believes additional financing is available and will continue to be available to support current levels of operations, the Company believes it has the ability and intent to reduce operations to the level of available financial resources for at least the next 12 months from the date of this report, if necessary.
Performance Obligation—Solar Energy System and Product Sales

Performance Obligation—Solar Energy system and Product Sales

For certain System Sales, the Company provides limited post-sale services to monitor the productivity of the solar energy system for 20 years after it has been placed into service. The Company allocates a portion of the transaction price to the monitoring services by estimating the standalone selling price that the Company would charge for these services if offered separately from the sale of the solar energy system. As of September 30, 2019 and December 31, 2018, the Company had allocated deferred revenue of $4.4 million and $3.3 million to monitoring services that will be recognized over the term of the monitoring services.

Leases

Leases

The Company adopted Topic 842 and its subsequent updates effective January 1, 2019. These updates are intended to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the condensed consolidated balance sheets and disclosing key information about leasing arrangements. The Company utilized the additional transition method permitted by Accounting Standards Update (“ASU”) 2018-11 and adopted Topic 842 using a modified retrospective method with a cumulative-effect adjustment to its accumulated deficit as of January 1, 2019. As such, comparative periods ending prior to January 1, 2019 are presented in accordance with Topic 840 and periods ending after January 1, 2019 are presented in accordance with Topic 842. The impact to the accumulated deficit as a result of adopting ASU 2016-02 was a net reduction of approximately $0.2 million. The Company did not use the transitionary practical expedients allowed under Topic 842, and as such, the Company reassessed all contracts existing at the adoption date of January 1, 2019. The Company elected to treat leases with lease terms of 12 months or less as short-term leases. No right-of-use assets or lease liabilities are recognized for short-term leases. The Company has also elected not to separate lease components from non-lease components for all classes of leased assets except for building leases.

The adoption of this ASU resulted in right-of-use assets of $34.6 million related to operating leases being recognized in other non-current assets, net on the condensed consolidated balance sheets as of January 1, 2019. Corresponding lease liabilities of $43.8 million related to operating leases were recognized on the condensed consolidated balance sheets as of January 1, 2019, with the current portion recognized in accrued and other current liabilities and the long-term portion recognized in other non-current liabilities. In addition, at January 1, 2019, approximately $1.0 million of lease-related liabilities were removed from accrued and other current liabilities and approximately $8.2 million of lease-related liabilities were removed from other non-current liabilities and included as reductions to the initial operating lease right-of-use assets. As of January 1, 2019, finance lease right-of-use assets of $0.9 million continued to be recorded in property and equipment, net. Any changes in lease terms or estimates subsequent to adoption of the ASU 2016-02 are reflected in the right-of-use assets and lease liabilities.

The Company’s PPAs, Solar Leases, and associated rebates and incentives no longer meet the definition of a lease under Topic 842. Accordingly, they are accounted for in accordance with Accounting Standards Codification 606: Revenue from Contracts with Customers (“Topic 606”) beginning on January 1, 2019. The Company concluded that there was no change to its revenue recognition practices for its PPA revenue stream under Topic 606. For Solar Leases, the Company concluded that the impact of applying Topic 606 is immaterial. The Company also concluded that there was no material change related to the timing of revenue recognition for rebates and incentives under Topic 606. Upon the adoption of Topic 842, the Company no longer capitalizes initial direct costs and amortizes them to the respective cost of revenue line items. Instead, the Company now capitalizes costs of obtaining a contract which meet the “incremental” criteria defined in Accounting Standards Codification 340 to other non-current assets, net. These costs are now amortized over the period of benefit to sales and marketing expense on the condensed consolidated statements of operations. In accordance with the Company’s Topic 842 transition discussed above, no prior period amounts were changed.

For purposes of comparison, the following tables show how the balances as of December 31, 2018 and for the three and nine months ended September 30, 2018 would have changed if the effects of adopting Topic 842 had been applied to those balances (in thousands):

 

December 31, 2018

 

 

September 30, 2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Solar energy systems, net

$

1,938,874

 

 

$

(388,087

)

 

$

1,550,787

 

 

$

1,696,129

 

Other non-current assets, net

 

28,090

 

 

 

388,087

 

 

 

416,177

 

 

 

567,872

 

 

 

Three Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

42,135

 

 

$

(4,625

)

 

$

37,510

 

 

$

48,993

 

Cost of revenue—solar energy system and product sales

 

17,700

 

 

 

(3,804

)

 

 

13,896

 

 

 

19,444

 

Total cost of revenue

 

59,835

 

 

 

(8,429

)

 

 

51,406

 

 

 

68,437

 

Gross profit

 

17,981

 

 

 

8,429

 

 

 

26,410

 

 

 

35,412

 

Sales and marketing

 

15,841

 

 

 

8,429

 

 

 

24,270

 

 

 

46,121

 

Total operating expenses

 

46,261

 

 

 

8,429

 

 

 

54,690

 

 

 

79,391

 

 

 

Nine Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

122,188

 

 

$

(13,215

)

 

$

108,973

 

 

$

132,258

 

Cost of revenue—solar energy system and product sales

 

62,735

 

 

 

(14,058

)

 

 

48,677

 

 

 

52,498

 

Total cost of revenue

 

184,923

 

 

 

(27,273

)

 

 

157,650

 

 

 

184,756

 

Gross profit

 

41,941

 

 

 

27,273

 

 

 

69,214

 

 

 

79,221

 

Sales and marketing

 

40,999

 

 

 

27,273

 

 

 

68,272

 

 

 

112,792

 

Total operating expenses

 

114,412

 

 

 

27,273

 

 

 

141,685

 

 

 

201,309

 
Software Implementation Costs

Software Implementation Costs

The Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, effective January 1, 2019. This update clarifies that entities should capitalize implementation costs incurred in cloud computing arrangements that are service contracts, which the Company will now record within other non-current assets, net. The Company will expense the capitalized costs over the term of the hosting arrangement. The service element of a hosting arrangement that is a service contract is not affected by this update, meaning service costs will continue to be expensed as incurred. The Company is applying the amendments in this update on a prospective basis beginning January 1, 2019. No prior periods were impacted as a result of adopting this ASU.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The objective of this update is to provide users of financial statements with more useful information by changing the incurred loss methodology for recognizing credit losses to a more forward-looking methodology that reflects expected credit losses. Under this ASU, the Company’s accounts receivable and certain contract assets are considered financial assets measured at an amortized cost basis and will need to be presented at the net amount expected to be collected. This ASU will be effective for the Company beginning on January 1, 2020 and will be applied through a modified retrospective approach with a cumulative-effect adjustment to retained earnings as of the first reporting period in which the guidance is effective. The Company is still evaluating the impact of this update on its condensed consolidated financial statements and related disclosures but currently anticipates that the impact will not be significant.
v3.19.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Summary of Comparison on Effects of Adopting Topic 842

For purposes of comparison, the following tables show how the balances as of December 31, 2018 and for the three and nine months ended September 30, 2018 would have changed if the effects of adopting Topic 842 had been applied to those balances (in thousands):

 

December 31, 2018

 

 

September 30, 2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Solar energy systems, net

$

1,938,874

 

 

$

(388,087

)

 

$

1,550,787

 

 

$

1,696,129

 

Other non-current assets, net

 

28,090

 

 

 

388,087

 

 

 

416,177

 

 

 

567,872

 

 

 

Three Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

42,135

 

 

$

(4,625

)

 

$

37,510

 

 

$

48,993

 

Cost of revenue—solar energy system and product sales

 

17,700

 

 

 

(3,804

)

 

 

13,896

 

 

 

19,444

 

Total cost of revenue

 

59,835

 

 

 

(8,429

)

 

 

51,406

 

 

 

68,437

 

Gross profit

 

17,981

 

 

 

8,429

 

 

 

26,410

 

 

 

35,412

 

Sales and marketing

 

15,841

 

 

 

8,429

 

 

 

24,270

 

 

 

46,121

 

Total operating expenses

 

46,261

 

 

 

8,429

 

 

 

54,690

 

 

 

79,391

 

 

 

Nine Months Ended September 30,

 

 

2018

 

 

2019

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

Cost of revenue—customer agreements and incentives

$

122,188

 

 

$

(13,215

)

 

$

108,973

 

 

$

132,258

 

Cost of revenue—solar energy system and product sales

 

62,735

 

 

 

(14,058

)

 

 

48,677

 

 

 

52,498

 

Total cost of revenue

 

184,923

 

 

 

(27,273

)

 

 

157,650

 

 

 

184,756

 

Gross profit

 

41,941

 

 

 

27,273

 

 

 

69,214

 

 

 

79,221

 

Sales and marketing

 

40,999

 

 

 

27,273

 

 

 

68,272

 

 

 

112,792

 

Total operating expenses

 

114,412

 

 

 

27,273

 

 

 

141,685

 

 

 

201,309

 
v3.19.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis

The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets and liabilities included on the condensed consolidated balance sheets measured on a recurring basis by level within the fair value hierarchy (in thousands):

 

 

September 30, 2019

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

35,301

 

 

$

—

 

 

$

35,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

130

 

 

$

—

 

 

$

130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

—

 

 

$

11,146

 

 

$

—

 

 

$

11,146

 

 
Schedule of Carrying Values and Fair Values of Company's Long-term Debt

The carrying values and fair values of the Company’s long-term debt were as follows (in thousands):

 

September 30, 2019

 

 

December 31, 2018

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Floating-rate long-term debt

$

814,795

 

 

$

814,795

 

 

$

587,358

 

 

$

587,358

 

Fixed-rate long-term debt

 

638,486

 

 

 

705,100

 

 

 

653,031

 

 

 

673,917

 

Total

$

1,453,281

 

 

$

1,519,895

 

 

$

1,240,389

 

 

$

1,261,275

 
v3.19.3
Inventories (Tables)
 9 Months Ended
Sep. 30, 2019
Inventory Disclosure [Abstract]  
Summary of Inventories

Inventories consisted of the following (in thousands):

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Solar energy systems held for sale

$

12,925

 

 

$

12,321

 

Photovoltaic installation products

 

802

 

 

 

936

 

Total inventories

$

13,727

 

 

$

13,257

 
v3.19.3
Solar Energy Systems (Tables)
 9 Months Ended
Sep. 30, 2019
Solar Energy Systems Disclosure [Abstract]  
Solar Energy Systems

Solar energy systems, net consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

System equipment costs

$

1,856,664

 

 

$

1,667,440

 

Initial direct costs related to solar energy systems

 

—

 

 

 

435,084

 

 

 

1,856,664

 

 

 

2,102,524

 

Less: Accumulated depreciation

 

(190,224

)

 

 

(195,890

)

 

 

1,666,440

 

 

 

1,906,634

 

Solar energy system inventory

 

29,689

 

 

 

32,240

 

Solar energy systems, net

$

1,696,129

 

 

$

1,938,874

 
v3.19.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 30, 2019
Property Plant And Equipment [Abstract]  
Summary of Property and Equipment Net

Property and equipment, net consisted of the following (in thousands):

 

 

 

Estimated

 

September 30,

 

 

December 31,

 

 

 

Useful Lives

 

2019

 

 

2018

 

Leasehold improvements

 

1-12 years

 

$

10,486

 

 

$

10,560

 

Furniture and computer and other equipment

 

3 years

 

 

4,282

 

 

 

3,816

 

Vehicles acquired under finance leases

 

3-5 years

 

 

7,106

 

 

 

6,907

 

 

 

 

 

 

21,874

 

 

 

21,283

 

Less: Accumulated depreciation and amortization

 

 

 

 

(7,542

)

 

 

(10,553

)

Property and equipment, net

 

 

 

$

14,332

 

 

$

10,730

 

 
v3.19.3
Other Non-Current Assets (Tables)
 9 Months Ended
Sep. 30, 2019
Other Assets Noncurrent Disclosure [Abstract]  
Schedule of Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Costs to obtain contracts

$

559,492

 

 

$

—

 

Accumulated amortization of costs to obtain contracts

 

(65,204

)

 

 

—

 

Operating lease right-of-use assets

 

38,292

 

 

 

—

 

Sales incentives

 

10,006

 

 

 

8,588

 

Other non-current assets

 

25,286

 

 

 

19,502

 

Total other non-current assets

$

567,872

 

 

$

28,090

 
v3.19.3
Intangible Assets (Tables)
 9 Months Ended
Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Net Intangible Assets Included in Other Non Current assets , Net

Net intangible assets are included in other non-current assets, net and consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Cost:

 

 

 

 

 

 

 

Internal-use software

$

1,312

 

 

$

1,020

 

Developed technology

 

522

 

 

 

522

 

Trademarks/trade names

 

201

 

 

 

201

 

Total carrying value

 

2,035

 

 

 

1,743

 

Accumulated amortization:

 

 

 

 

 

 

 

Internal-use software

 

(87

)

 

 

(781

)

Developed technology

 

(376

)

 

 

(324

)

Trademarks/trade names

 

(114

)

 

 

(99

)

Total accumulated amortization

 

(577

)

 

 

(1,204

)

Total intangible assets, net

$

1,458

 

 

$

539

 
v3.19.3
Accrued Compensation (Tables)
 9 Months Ended
Sep. 30, 2019
Accrued Compensation Disclosure [Abstract]  
Summary of Accrued Compensation

Accrued compensation consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Accrued payroll

$

19,052

 

 

$

16,352

 

Accrued commissions

 

21,595

 

 

 

9,168

 

Total accrued compensation

$

40,647

 

 

$

25,520

 
v3.19.3
Accrued and Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2019
Payables And Accruals [Abstract]  
Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Accrued unused commitment fees and interest

$

16,151

 

 

$

14,102

 

Litigation Settlement

 

8,325

 

 

 

100

 

Accrued inventory

 

7,567

 

 

 

4,380

 

Current portion of operating lease liabilities

 

7,432

 

 

 

—

 

Accrued professional fees

 

6,233

 

 

 

6,150

 

Accrued workers' compensation

 

6,024

 

 

 

4,033

 

Current portion of lease pass-through financing obligation

 

5,126

 

 

 

5,038

 

Workmanship accrual

 

3,724

 

 

 

2,630

 

Sales, use and property taxes payable

 

3,393

 

 

 

3,132

 

Other accrued expenses

 

6,263

 

 

 

3,295

 

Total accrued and other current liabilities

$

70,238

 

 

$

42,860

 

 
v3.19.3
Debt Obligations (Tables)
 9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Schedule of Debt

Debt obligations consisted of the following as of September 30, 2019 (in thousands, except interest rates):

 

Principal

 

 

Unamortized Debt

 

 

 

 

 

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

Borrowings

 

 

Issuance Costs

 

 

Net Carrying Value

 

 

Borrowing

 

 

Interest

 

 

Maturity

 

Outstanding

 

 

Current

 

 

Long-term

 

 

Current

 

 

Long-term

 

 

Capacity

 

 

Rate

 

 

Date

Solar asset backed notes, Series 2018-1(1)

$

454,100

 

 

$

(76

)

 

$

(8,603

)

 

$

3,919

 

 

$

441,502

 

 

$

—

 

 

 

5.1

%

 

October 2028

Solar asset backed notes, Series 2018-2(2)(3)

 

338,294

 

 

 

(5

)

 

 

(6,457

)

 

 

245

 

 

 

331,587

 

 

 

—

 

 

 

5.5

 

 

August 2023

2017 Term loan facility

 

183,116

 

 

 

(173

)

 

 

(4,326

)

 

 

6,855

 

 

 

171,762

 

 

 

—

 

 

 

6.0

 

 

January 2035

2018 Forward flow loan facility

 

125,048

 

 

 

(94

)

 

 

(3,145

)

 

 

2,396

 

 

 

119,413

 

 

 

—

 

 

 

4.7

 

 

(4)

2019 Forward flow loan facility

 

50,353

 

 

 

—

 

 

 

(2,902

)

 

 

—

 

 

 

47,451

 

 

 

99,647

 

 

 

3.9

 

 

(5)

Credit agreement

 

1,270

 

 

 

(1

)

 

 

(99

)

 

 

17

 

 

 

1,153

 

 

 

—

 

 

 

6.5

 

 

February 2023

Revolving lines of credit(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse facility

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

170,000

 

 

 

155,000

 

 

 

4.7

 

 

August 2023

Working capital facility(7)

 

131,100

 

 

 

—

 

 

 

—

 

 

 

131,100

 

 

 

—

 

 

 

—

 

 

 

5.4

 

 

March 2020

Total debt

$

1,453,281

 

 

$

(349

)

 

$

(25,532

)

 

$

144,532

 

 

$

1,282,868

 

 

$

254,647

 

 

 

 

 

 

 

Debt obligations consisted of the following as of December 31, 2018 (in thousands, except interest rates):

 

Principal

 

 

Unamortized Debt

 

 

 

 

 

 

 

 

 

 

Unused

 

 

 

 

 

 

 

 

Borrowings

 

 

Issuance Costs

 

 

Net Carrying Value

 

 

Borrowing

 

 

Interest

 

 

Maturity

 

Outstanding

 

 

Current

 

 

Long-term

 

 

Current

 

 

Long-term

 

 

Capacity

 

 

Rate

 

 

Date

Solar asset backed notes, Series 2018-1(1)

$

462,826

 

 

$

(74

)

 

$

(9,172

)

 

$

3,655

 

 

$

449,925

 

 

$

—

 

 

 

5.1

%

 

October 2028

Solar asset backed notes, Series 2018-2(2)(3)

 

342,833

 

 

 

(6

)

 

 

(7,388

)

 

 

294

 

 

 

335,145

 

 

 

—

 

 

 

5.4

 

 

August 2023

2017 Term loan facility

 

188,922

 

 

 

(170

)

 

 

(4,614

)

 

 

6,679

 

 

 

177,459

 

 

 

—

 

 

 

6.0

 

 

January 2035

2018 Forward flow loan facility

 

58,425

 

 

 

(43

)

 

 

(3,365

)

 

 

1,512

 

 

 

53,505

 

 

 

71,575

 

 

 

5.2

 

 

(4)

Credit agreement

 

1,283

 

 

 

(2

)

 

 

(118

)

 

 

15

 

 

 

1,148

 

 

 

—

 

 

 

6.5

 

 

February 2023

Revolving lines of credit(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregation facility

 

50,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

325,000

 

 

 

5.7

 

 

September 2020

Working capital facility(7)

 

136,100

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

136,100

 

 

 

—

 

 

 

5.6

 

 

March 2020

Total debt

$

1,240,389

 

 

$

(295

)

 

$

(24,657

)

 

$

12,155

 

 

$

1,203,282

 

 

$

396,575

 

 

 

 

 

 

 

 

(1)

The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%.

(2)

The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%.

(3)

The interest rate of these notes is partially hedged to an effective interest rate of 6.0% for $323.6 million of the principal borrowings. See Note 13—Derivative Financial Instruments.

(4)

The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019.

(5)

The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than November 20, 2020.

(6)

Revolving lines of credit are not presented net of unamortized debt issuance costs.

(7)

This facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company.
v3.19.3
Leases (Tables)
 9 Months Ended
Sep. 30, 2019
Lessee Disclosure [Abstract]  
Summary of Lease Costs and Other Information Lease costs and other information consisted of the following (in thousands, except terms and rates):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2019

 

 

September 30, 2019

 

Lease cost

 

 

 

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

 

Amortization of right-of-use assets

$

465

 

 

$

1,125

 

Interest on lease liabilities

 

96

 

 

 

180

 

Operating lease cost

 

2,818

 

 

 

8,358

 

Short-term lease cost

 

413

 

 

 

1,714

 

Total lease cost

$

3,792

 

 

$

11,377

 

 

 

 

 

 

 

 

 

Other information

 

 

 

 

 

 

 

Finance leases:

 

 

 

 

 

 

 

Operating cash outflows from finance leases

$

96

 

 

$

180

 

Financing cash outflows from finance leases

$

377

 

 

$

954

 

Right-of-use assets obtained in exchange for new finance lease liabilities

$

2,321

 

 

$

6,077

 

Weighted-average remaining lease term - finance leases (in years)

 

3.6

 

 

 

3.6

 

Weighted-average discount rate - finance leases

 

7.4

%

 

 

7.4

%

Operating leases:

 

 

 

 

 

 

 

Operating cash outflows from operating leases

$

2,870

 

 

$

8,505

 

Right-of-use assets obtained in exchange for new operating lease liabilities

$

545

 

 

$

9,210

 

Weighted-average remaining lease term - operating leases (in years)

 

9.3

 

 

 

9.3

 

Weighted-average discount rate - operating leases

 

8.0

%

 

 

8.0

%
Schedule of Future Minimum Lease Payments for Finance Leases

Future minimum lease payments for the Company’s finance leases as of September 30, 2019 were as follows (in thousands):

2019

$

511

 

2020

 

1,839

 

2021

 

1,815

 

2022

 

1,689

 

2023

 

769

 

Thereafter

 

—

 

Total minimum lease payments

 

6,623

 

Less: interest

 

786

 

Present value of finance lease obligations

 

5,837

 

Less: current portion

 

1,529

 

Long-term portion

$

4,308

 
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases

Future minimum lease payments under non-cancellable operating leases as of September 30, 2019 were as follows (in thousands):

2019

$

2,845

 

2020

 

10,466

 

2021

 

8,090

 

2022

 

5,815

 

2023

 

4,780

 

Thereafter

 

36,680

 

Total minimum lease payments

 

68,676

 

Less: present value impact

 

21,360

 

Present value of operating lease obligations

 

47,316

 

Less: current portion

 

7,432

 

Long-term portion

$

39,884

 
v3.19.3
Derivative Financial Instruments (Tables)
 9 Months Ended
Sep. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Financial Instruments at Fair Value

Derivative financial instruments at fair value consisted of the following (in thousands):

 

 

September 30, 2019

 

 

Fair Value

 

 

Balance Sheet Location

Derivatives designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

33,323

 

 

Other non-current liabilities

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

1,978

 

 

Other non-current liabilities

 

 

 

December 31, 2018

 

 

Fair Value

 

 

Balance Sheet Location

Derivatives designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

9,884

 

 

Other non-current liabilities

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

Interest rate swaps

 

$

1,262

 

 

Other non-current liabilities

Interest rate swaps

 

$

130

 

 

Other non-current assets
Schedule of Losses (Gains) on Derivative Financial Instruments Recognized in OCI and Condensed Consolidated Statements of Operations Before Tax Effect

The Company records derivatives at fair value. The losses (gains) on derivatives designated as cash flow hedges recognized in OCI, before tax effect, consisted of the following (in thousands):

 

 

Three Months Ended September 30,

 

 

 

2019

 

 

2018

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

7,889

 

 

$

(3,966

)

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

24,516

 

 

$

(8,284

)

The losses (gains) on derivative financial instruments recognized in the condensed consolidated statements of operations, before tax effect, consisted of the following (in thousands):

 

 

Three Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

 

Interest expense, net

 

 

Other expense (income), net

 

 

Interest expense, net

 

 

Other expense (income), net

 

Total amounts presented in the income statement line items

 

$

22,804

 

 

$

3,907

 

 

$

18,715

 

 

$

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses reclassified from AOCI into income

 

$

517

 

 

$

—

 

 

$

535

 

 

$

—

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses recognized in income

 

 

—

 

 

 

3,906

 

 

 

—

 

 

 

—

 

Total losses

 

$

517

 

 

$

3,906

 

 

$

535

 

 

$

—

 

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

 

Interest expense, net

 

 

Other expense (income), net

 

 

Interest expense, net

 

 

Other expense (income), net

 

Total amounts presented in the income statement line items

 

$

61,403

 

 

$

6,657

 

 

$

46,973

 

 

$

(6,371

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses (gains) reclassified from AOCI into income

 

$

1,077

 

 

$

—

 

 

$

(22,181

)

 

$

—

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses (gains) recognized in income

 

 

—

 

 

 

6,656

 

 

 

—

 

 

 

(4,252

)

Total losses (gains)

 

$

1,077

 

 

$

6,656

 

 

$

(22,181

)

 

$

(4,252

)
v3.19.3
Investment Funds (Tables)
 9 Months Ended
Sep. 30, 2019
Schedule Of Investments [Abstract]  
Aggregate Carrying Value of Funds Assets and Liabilities

The Company has formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts. As of September 30, 2019 and December 31, 2018, the aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets were as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

103,921

 

 

$

62,350

 

Accounts receivable, net

 

17,385

 

 

 

6,593

 

Prepaid expenses and other current assets

 

2,384

 

 

 

1,289

 

Total current assets

 

123,690

 

 

 

70,232

 

Restricted cash and cash equivalents

 

8,361

 

 

 

2,443

 

Solar energy systems, net

 

1,541,344

 

 

 

1,752,271

 

Other non-current assets, net

 

459,771

 

 

 

10,888

 

Total assets

$

2,133,166

 

 

$

1,835,834

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Distributions payable to non-controlling interests and redeemable

   non-controlling interests

$

17,328

 

 

$

7,846

 

Current portion of long-term debt

 

2,396

 

 

 

1,512

 

Current portion of deferred revenue

 

2,272

 

 

 

2,320

 

Accrued and other current liabilities

 

6,027

 

 

 

4,860

 

Total current liabilities

 

28,023

 

 

 

16,538

 

Long-term debt, net of current portion

 

166,864

 

 

 

53,505

 

Deferred revenue, net of current portion

 

11,484

 

 

 

9,694

 

Other non-current liabilities

 

375

 

 

 

1,023

 

Total liabilities

$

206,746

 

 

$

80,760

 
v3.19.3
Redeemable Non-Controlling Interests and Equity (Tables)
 9 Months Ended
Sep. 30, 2019
Noncontrolling Interest [Abstract]  
Schedule of Shares of Common Stock Reserved for Issuance

The Company had shares of common stock reserved for issuance as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2018

 

Shares available for grant under equity incentive plans

 

13,340

 

 

 

13,323

 

Restricted stock units issued and outstanding

 

6,791

 

 

 

6,172

 

Stock options issued and outstanding

 

5,588

 

 

 

3,394

 

Long-term incentive plan

 

2,706

 

 

 

2,706

 

Total

 

28,425

 

 

 

25,595

 
v3.19.3
Equity Compensation Plans (Tables)
 9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Activity

Stock option activity for the nine months ended September 30, 2019 was as follows (in thousands, except term and per share amounts):

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

Shares

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

Underlying

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

Options

 

 

Price

 

 

Term (in years)

 

 

Value

 

Outstanding—December 31, 2018

 

3,394

 

 

$

2.77

 

 

 

 

 

 

$

4,689

 

Granted

 

2,379

 

 

 

5.33

 

 

 

 

 

 

 

 

 

Exercised

 

(139

)

 

 

2.18

 

 

 

 

 

 

 

 

 

Cancelled

 

(46

)

 

 

6.65

 

 

 

 

 

 

 

 

 

Outstanding—September 30, 2019

 

5,588

 

 

$

3.84

 

 

 

7.7

 

 

$

15,834

 

Options vested and exercisable—September 30, 2019

 

2,312

 

 

$

2.44

 

 

 

5.6

 

 

$

9,963

 
RSU Activity

RSU activity for the nine months ended September 30, 2019 was as follows (awards in thousands):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

Number of

 

 

Grant Date

 

 

Awards

 

 

Fair Value

 

Outstanding at December 31, 2018

 

6,172

 

 

$

3.84

 

Granted

 

2,926

 

 

 

5.89

 

Vested

 

(1,834

)

 

 

3.86

 

Forfeited

 

(473

)

 

 

4.28

 

Outstanding at September 30, 2019

 

6,791

 

 

$

4.68

 
Summary of Stock-Based Compensation Expense

Stock-based compensation was included in operating expenses as follows (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Cost of revenue

$

467

 

 

$

361

 

 

$

1,203

 

 

$

984

 

Sales and marketing

 

756

 

 

 

754

 

 

 

2,297

 

 

 

2,668

 

General and administrative

 

2,891

 

 

 

1,956

 

 

 

8,390

 

 

 

6,125

 

Research and development

 

36

 

 

 

32

 

 

 

95

 

 

 

107

 

Total stock-based compensation

$

4,150

 

 

$

3,103

 

 

$

11,985

 

 

$

9,884

 
Summary of Unrecognized Stock-Based Compensation Expense

Unrecognized stock-based compensation expense for RSUs and stock options as of September 30, 2019 was as follows (in thousands, except years):

 

Unrecognized

 

 

Weighted-

 

 

Stock-Based

 

 

Average Period

 

 

Compensation

 

 

of Recognition

 

 

Expense

 

 

(in years)

 

RSUs

$

21,414

 

 

 

1.8

 

Stock options

 

6,987

 

 

 

2.1

 

Total unrecognized stock-based compensation expense

$

28,401

 

 

 

 

 
v3.19.3
Basic and Diluted Net Loss Per Share (Tables)
 9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Net Loss Per Share to Common Stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three and nine months ended September 30, 2019 and 2018 (in thousands, except per share amounts):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

$

(13,835

)

 

$

(7,868

)

 

$

(68,644

)

 

$

(2,728

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss attributable per share

   to common stockholders, basic

 

121,730

 

 

 

118,767

 

 

 

120,974

 

 

 

116,871

 

Weighted-average effect of potentially dilutive shares to

   purchase common stock

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Shares used in computing net loss attributable per share

   to common stockholders, diluted

 

121,730

 

 

 

118,767

 

 

 

120,974

 

 

 

116,871

 

Net loss attributable per share to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

(0.11

)

 

$

(0.07

)

 

$

(0.57

)

 

$

(0.02

)
v3.19.3
Organization - Additional Information (Details)
 9 Months Ended
Sep. 30, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Contractual term of customers 20 years
v3.19.3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Thousands
Jan. 01, 2019
Sep. 30, 2019
Dec. 31, 2018
Summary Of Significant Accounting Policies [Line Items]      
Operating leases right-of-use assets   $ 38,292  
Operating leases lease liabilities   47,316  
Operating leases liabilities removed from current liabilities $ 1,000    
Monitoring Services      
Summary Of Significant Accounting Policies [Line Items]      
Deferred revenue   $ 4,400 $ 3,300
ASU 2016-02      
Summary Of Significant Accounting Policies [Line Items]      
Accumulated deficit 200    
Short term leases right of use asset 0    
Short term lease liability 0    
Operating leases right-of-use assets 34,600    
Operating leases lease liabilities 43,800    
Operating leases liabilities removed from non current liabilities 8,200    
Finance lease right-of-use assets $ 900    
v3.19.3
Summary of Significant Accounting Policies - Summary of Comparison on Effects of Adopting Topic 842 (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Summary Of Significant Accounting Policies [Line Items]          
Solar energy systems, net $ 1,696,129   $ 1,696,129   $ 1,938,874
Other non-current assets, net 567,872   567,872   28,090
Total cost of revenue 68,437 $ 59,835 184,756 $ 184,923  
Gross profit 35,412 17,981 79,221 41,941  
Sales and marketing 46,121 15,841 112,792 40,999  
Total operating expenses 79,391 46,261 201,309 114,412  
Customer Agreements and Incentives          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue 48,993 42,135 132,258 122,188  
Solar Energy System and Product Sales          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue $ 19,444 17,700 $ 52,498 62,735  
ASU 2016-02          
Summary Of Significant Accounting Policies [Line Items]          
Solar energy systems, net         1,550,787
Other non-current assets, net         416,177
Total cost of revenue   51,406   157,650  
Gross profit   26,410   69,214  
Sales and marketing   24,270   68,272  
Total operating expenses   54,690   141,685  
ASU 2016-02 | Customer Agreements and Incentives          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue   37,510   108,973  
ASU 2016-02 | Solar Energy System and Product Sales          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue   13,896   48,677  
Adjustments | ASU 2016-02          
Summary Of Significant Accounting Policies [Line Items]          
Solar energy systems, net         (388,087)
Other non-current assets, net         $ 388,087
Total cost of revenue   (8,429)   (27,273)  
Gross profit   8,429   27,273  
Sales and marketing   8,429   27,273  
Total operating expenses   8,429   27,273  
Adjustments | ASU 2016-02 | Customer Agreements and Incentives          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue   (4,625)   (13,215)  
Adjustments | ASU 2016-02 | Solar Energy System and Product Sales          
Summary Of Significant Accounting Policies [Line Items]          
Total cost of revenue   $ (3,804)   $ (14,058)  
v3.19.3
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Interest Rate Swaps - Fair Value Measurements, Recurring Basis - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Financial Liabilities $ 35,301 $ 11,146
Financial Assets   130
Level 2    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Financial Liabilities $ 35,301 11,146
Financial Assets   $ 130
v3.19.3
Fair Value Measurements - Schedule of Carrying Values and Fair Values of Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Long-term debt, Carrying Value $ 1,453,281 $ 1,240,389
Long-term debt, Fair Value 1,519,895 1,261,275
Floating-rate Long-term Debt    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Long-term debt, Carrying Value 814,795 587,358
Long-term debt, Fair Value 814,795 587,358
Fixed-rate Long-term Debt    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Long-term debt, Carrying Value 638,486 653,031
Long-term debt, Fair Value $ 705,100 $ 673,917
v3.19.3
Inventories - Summary of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Solar energy systems held for sale $ 12,925 $ 12,321
Photovoltaic installation products 802 936
Total inventories $ 13,727 $ 13,257
v3.19.3
Solar Energy Systems (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Capitalized Costs of Equipment Installed Under Customer Agreements [Line Items]    
Solar energy systems, gross $ 1,856,664 $ 2,102,524
Less: Accumulated depreciation (190,224) (195,890)
Solar energy systems, net excluding inventory 1,666,440 1,906,634
Solar energy system inventory 29,689 32,240
Solar energy systems, net 1,696,129 1,938,874
System Equipment Costs    
Capitalized Costs of Equipment Installed Under Customer Agreements [Line Items]    
Solar energy systems, gross $ 1,856,664 1,667,440
Initial Direct Costs Related to Solar Energy Systems    
Capitalized Costs of Equipment Installed Under Customer Agreements [Line Items]    
Solar energy systems, gross   $ 435,084
v3.19.3
Solar Energy Systems - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Solar Energy System Inventory        
Capitalized Costs of Equipment Installed Under Customer Agreements [Line Items]        
Depreciation     $ 0  
Solar Energy Systems        
Capitalized Costs of Equipment Installed Under Customer Agreements [Line Items]        
Depreciation $ 14,400,000 $ 17,000,000 $ 41,300,000 $ 48,500,000
v3.19.3
Property and Equipment - Summary of Property and Equipment Net (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2019
Dec. 31, 2018
Property Plant And Equipment [Line Items]    
Property, gross $ 21,874 $ 21,283
Less: Accumulated depreciation and amortization (7,542) (10,553)
Property and equipment, net 14,332 10,730
Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property, gross $ 10,486 10,560
Furniture and Computer and Other Equipment    
Property Plant And Equipment [Line Items]    
Property and Equipment, Estimated Useful Lives 3 years  
Property, gross $ 4,282 3,816
Vehicles Acquired Under Finance Leases    
Property Plant And Equipment [Line Items]    
Property, gross $ 7,106 $ 6,907
Minimum | Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property and Equipment, Estimated Useful Lives 1 year  
Minimum | Vehicles Acquired Under Finance Leases    
Property Plant And Equipment [Line Items]    
Property and Equipment, Estimated Useful Lives 3 years  
Maximum | Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property and Equipment, Estimated Useful Lives 12 years  
Maximum | Vehicles Acquired Under Finance Leases    
Property Plant And Equipment [Line Items]    
Property and Equipment, Estimated Useful Lives 5 years  
v3.19.3
Property and Equipment - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Property Plant And Equipment [Line Items]        
Depreciation and amortization expense     $ 61,243 $ 51,247
Property and equipment        
Property Plant And Equipment [Line Items]        
Depreciation and amortization expense $ 800 $ 900 $ 1,800 $ 3,900
v3.19.3
Other Non-Current Assets - Schedule of Other Non-Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Other Assets Noncurrent [Abstract]    
Costs to obtain contracts $ 559,492  
Accumulated amortization of costs to obtain contracts (65,204)  
Operating lease right-of-use assets 38,292  
Sales incentives 10,006 $ 8,588
Other non-current assets 25,286 19,502
Total other non-current assets $ 567,872 $ 28,090
v3.19.3
Other Non-Current Assets - Additional Information (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
Sep. 30, 2019
USD ($)
Other Assets Noncurrent [Abstract]    
Amortization of costs to obtain contracts $ 6.9 $ 18.2
Cost to obtain contracts amortized term 20 years 20 years
v3.19.3
Intangible Assets - Summary of Net Intangible Assets Included in Other Non Current Assets, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]    
Intangible assets, carrying value $ 2,035 $ 1,743
Intangible assets, accumulated amortization (577) (1,204)
Total intangible assets, net 1,458 539
Internal-use software    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, carrying value 1,312 1,020
Intangible assets, accumulated amortization (87) (781)
Developed Technology    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, carrying value 522 522
Intangible assets, accumulated amortization (376) (324)
Trademarks/Trade Names    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, carrying value 201 201
Intangible assets, accumulated amortization $ (114) $ (99)
v3.19.3
Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Goodwill And Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 0.1 $ 0.2 $ 0.4
v3.19.3
Accrued Compensation - Summary of Accrued Compensation (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Accrued Compensation Disclosure [Abstract]    
Accrued payroll $ 19,052 $ 16,352
Accrued commissions 21,595 9,168
Total accrued compensation $ 40,647 $ 25,520
v3.19.3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Payables And Accruals [Abstract]    
Accrued unused commitment fees and interest $ 16,151 $ 14,102
Litigation Settlement 8,325 100
Accrued inventory 7,567 4,380
Current portion of operating lease liabilities 7,432  
Accrued professional fees 6,233 6,150
Accrued workers' compensation 6,024 4,033
Current portion of lease pass-through financing obligation 5,126 5,038
Workmanship accrual 3,724 2,630
Sales, use and property taxes payable 3,393 3,132
Other accrued expenses 6,263 3,295
Total accrued and other current liabilities $ 70,238 $ 42,860
v3.19.3
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($)
$ in Thousands
 1 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2018
Sep. 30, 2019
Dec. 31, 2018
Aug. 31, 2019
Debt Instrument [Line Items]        
Principal Borrowings Outstanding   $ 1,453,281 $ 1,240,389  
Unamortized Debt Issuance Costs, Current   (349) (295)  
Unamortized Debt Issuance Costs, Long-term   (25,532) (24,657)  
Current portion of long-term debt   144,532 12,155  
Long-term debt, net of current portion   1,282,868 1,203,282  
Unused Borrowing Capacity   254,647 396,575  
Solar Asset Backed Notes, Series 2018-1        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [1]   454,100 462,826  
Unamortized Debt Issuance Costs, Current [1]   (76) (74)  
Unamortized Debt Issuance Costs, Long-term [1]   (8,603) (9,172)  
Current portion of long-term debt [1]   3,919 3,655  
Long-term debt, net of current portion [1]   $ 441,502 $ 449,925  
Interest Rate [1]   5.10% 5.10%  
Maturity Date [1]   Oct. 31, 2028 Oct. 31, 2028  
2017 Term Loan Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding   $ 183,116 $ 188,922  
Unamortized Debt Issuance Costs, Current   (173) (170)  
Unamortized Debt Issuance Costs, Long-term   (4,326) (4,614)  
Current portion of long-term debt   6,855 6,679  
Long-term debt, net of current portion   $ 171,762 $ 177,459  
Interest Rate   6.00% 6.00%  
Maturity Date   Jan. 31, 2035 Jan. 31, 2035  
Solar Asset Backed Notes, Series 2018-2        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [2],[3]   $ 338,294 $ 342,833  
Unamortized Debt Issuance Costs, Current [2],[3]   (5) (6)  
Unamortized Debt Issuance Costs, Long-term [2],[3]   (6,457) (7,388)  
Current portion of long-term debt [2],[3]   245 294  
Long-term debt, net of current portion [2],[3]   $ 331,587 $ 335,145  
Interest Rate [2],[3]   5.50% 5.40%  
Maturity Date Aug. 29, 2023 Aug. 31, 2023 [2],[3] Aug. 31, 2023 [2],[3]  
2018 Forward Flow Loan Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [4]   $ 125,048 $ 58,425  
Unamortized Debt Issuance Costs, Current [4]   (94) (43)  
Unamortized Debt Issuance Costs, Long-term [4]   (3,145) (3,365)  
Current portion of long-term debt [4]   2,396 1,512  
Long-term debt, net of current portion [4]   $ 119,413 53,505  
Unused Borrowing Capacity [4]     $ 71,575  
Interest Rate [4]   4.70% 5.20%  
2019 Forward Flow Loan Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [5]   $ 50,353    
Unamortized Debt Issuance Costs, Long-term [5]   (2,902)    
Long-term debt, net of current portion [5]   47,451    
Unused Borrowing Capacity [5]   $ 99,647    
Interest Rate [5]   3.90%    
Credit Agreement        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding   $ 1,270 $ 1,283  
Unamortized Debt Issuance Costs, Current   (1) (2)  
Unamortized Debt Issuance Costs, Long-term   (99) (118)  
Current portion of long-term debt   17 15  
Long-term debt, net of current portion   $ 1,153 $ 1,148  
Interest Rate   6.50% 6.50%  
Maturity Date   Feb. 28, 2023 Feb. 28, 2023  
Revolving Warehouse Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding   $ 170,000    
Long-term debt, net of current portion   170,000    
Unused Borrowing Capacity   $ 155,000    
Interest Rate   4.70%    
Maturity Date   Aug. 31, 2023    
Aggregation Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [6]     $ 50,000  
Unamortized Debt Issuance Costs, Long-term       $ (3,600)
Long-term debt, net of current portion [6]     50,000  
Unused Borrowing Capacity [6]     $ 325,000  
Interest Rate [6]     5.70%  
Maturity Date [6]     Sep. 30, 2020  
Working Capital Facility        
Debt Instrument [Line Items]        
Principal Borrowings Outstanding [6],[7]   $ 131,100 $ 136,100  
Current portion of long-term debt [6],[7]   $ 131,100    
Long-term debt, net of current portion [6],[7]     $ 136,100  
Interest Rate [6],[7]   5.40% 5.60%  
Maturity Date [6],[7]   Mar. 31, 2020 Mar. 31, 2020  
[1] The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%.
[2] The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%.
[3] The interest rate of these notes is partially hedged to an effective interest rate of 6.0% for $323.6 million of the principal borrowings. See Note 13—Derivative Financial Instruments.
[4] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019.
[5] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than November 20, 2020.
[6] Revolving lines of credit are not presented net of unamortized debt issuance costs.
[7] This facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company.
v3.19.3
Debt Obligations - Schedule of Debt Obligations (Parenthetical) (Details) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
May 31, 2019
Aug. 31, 2018
Jun. 30, 2018
Sep. 30, 2019
Dec. 31, 2018
Debt Instrument [Line Items]          
Principal borrowings outstanding       $ 1,453,281,000 $ 1,240,389,000
Solar Asset Backed Notes, Series 2018-1          
Debt Instrument [Line Items]          
Interest Rate [1]       5.10% 5.10%
Principal borrowings outstanding [1]       $ 454,100,000 $ 462,826,000
Maturity Date [1]       Oct. 31, 2028 Oct. 31, 2028
Solar Asset Backed Notes, Series 2018-1 | Class A Notes          
Debt Instrument [Line Items]          
Interest Rate     4.73% 4.73%  
Principal borrowings outstanding     $ 400,000,000    
Maturity Date     Oct. 30, 2028    
Solar Asset Backed Notes, Series 2018-1 | Class B Notes          
Debt Instrument [Line Items]          
Interest Rate     7.37% 7.37%  
Principal borrowings outstanding     $ 66,000,000    
Maturity Date     Oct. 30, 2028    
Solar Asset Backed Notes, Series 2018-2          
Debt Instrument [Line Items]          
Interest Rate [2],[3]       5.50% 5.40%
Principal borrowings outstanding [2],[3]       $ 338,294,000 $ 342,833,000
Maturity Date     Aug. 29, 2023 Aug. 31, 2023 [2],[3] Aug. 31, 2023 [2],[3]
Solar Asset Backed Notes, Series 2018-2 | Interest Rate Swaps          
Debt Instrument [Line Items]          
Effective interest rate of principal borrowings     5.95% 6.00%  
Principal borrowings outstanding       $ 323,600,000  
Solar Asset Backed Notes, Series 2018-2 | L I B O R Plus | Weighted Average          
Debt Instrument [Line Items]          
Debt instrument interest rate     2.95%    
Solar Asset Backed Notes, Series 2018-2 | Class A Notes          
Debt Instrument [Line Items]          
Principal borrowings outstanding     $ 296,000,000    
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | L I B O R Plus | Weighted Average          
Debt Instrument [Line Items]          
Debt instrument interest rate     2.95% 2.95%  
Solar Asset Backed Notes, Series 2018-2 | Class B Notes          
Debt Instrument [Line Items]          
Principal borrowings outstanding     $ 49,000,000    
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus          
Debt Instrument [Line Items]          
Debt instrument interest rate       4.75%  
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | Weighted Average          
Debt Instrument [Line Items]          
Debt instrument interest rate     4.75%    
2018 Forward Flow Loan Facility          
Debt Instrument [Line Items]          
Interest Rate [4]       4.70% 5.20%
Debt instrument interest rate   1.50%      
Principal borrowings outstanding [4]       $ 125,048,000 $ 58,425,000
Debt instrument maturity period   20 years   20 years  
2018 Forward Flow Loan Facility | Maximum          
Debt Instrument [Line Items]          
Maturity Date       Oct. 31, 2019  
2019 Forward Flow Loan Facility          
Debt Instrument [Line Items]          
Interest Rate [5]       3.90%  
Principal borrowings outstanding [5]       $ 50,353,000  
Debt instrument maturity period 20 years     20 years  
2019 Forward Flow Loan Facility | Maximum          
Debt Instrument [Line Items]          
Maturity Date       Nov. 20, 2020  
[1] The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%.
[2] The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%.
[3] The interest rate of these notes is partially hedged to an effective interest rate of 6.0% for $323.6 million of the principal borrowings. See Note 13—Derivative Financial Instruments.
[4] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019.
[5] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than November 20, 2020.
v3.19.3
Debt Obligations - Additional Information (Details) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2019
May 31, 2019
Aug. 31, 2018
Jun. 30, 2018
Sep. 30, 2019
Dec. 31, 2018
Jan. 31, 2017
Mar. 31, 2015
Debt Instrument [Line Items]                
Principal Borrowings Outstanding         $ 1,453,281,000 $ 1,240,389,000    
Restricted cash and cash equivalents         83,743,000 71,305,000    
Unamortized debt issuance costs         25,532,000 24,657,000    
Letter of credit related to insurance contracts         18,900,000      
Minimum                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         10,000,000 10,000,000    
Solar Asset Backed Notes, Series 2018-1                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [1]         $ 454,100,000 $ 462,826,000    
Interest Rate [1]         5.10% 5.10%    
Revolving credit facility maturity date [1]         Oct. 31, 2028 Oct. 31, 2028    
Unamortized debt issuance costs [1]         $ 8,603,000 $ 9,172,000    
Solar Asset Backed Notes, Series 2018-1 | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         $ 15,000,000      
Solar Asset Backed Notes, Series 2018-1 | Class A Notes                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding       $ 400,000,000        
Interest Rate       4.73% 4.73%      
Revolving credit facility maturity date       Oct. 30, 2028        
Solar Asset Backed Notes, Series 2018-1 | Class B Notes                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding       $ 66,000,000        
Interest Rate       7.37% 7.37%      
Revolving credit facility maturity date       Oct. 30, 2028        
Solar Asset Backed Notes, Series 2018-2                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [2],[3]         $ 338,294,000 $ 342,833,000    
Interest Rate [2],[3]         5.50% 5.40%    
Revolving credit facility maturity date       Aug. 29, 2023 Aug. 31, 2023 [2],[3] Aug. 31, 2023 [2],[3]    
Unamortized debt issuance costs [2],[3]         $ 6,457,000 $ 7,388,000    
Solar Asset Backed Notes, Series 2018-2 | Interest Rate Swaps                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding         $ 323,600,000      
Effective interest rate of principal borrowings       5.95% 6.00%      
Solar Asset Backed Notes, Series 2018-2 | L I B O R Plus | Weighted Average                
Debt Instrument [Line Items]                
Debt instrument interest rate       2.95%        
Solar Asset Backed Notes, Series 2018-2 | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         $ 25,200,000      
Solar Asset Backed Notes, Series 2018-2 | Class A Notes                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding       $ 296,000,000        
Solar Asset Backed Notes, Series 2018-2 | Class A Notes | L I B O R Plus | Weighted Average                
Debt Instrument [Line Items]                
Debt instrument interest rate       2.95% 2.95%      
Solar Asset Backed Notes, Series 2018-2 | Class B Notes                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding       $ 49,000,000        
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate         4.75%      
Solar Asset Backed Notes, Series 2018-2 | Class B Notes | L I B O R Plus | Weighted Average                
Debt Instrument [Line Items]                
Debt instrument interest rate       4.75%        
2016 Term Loan Facility                
Debt Instrument [Line Items]                
Payment of outstanding balance of debt       $ 282,300,000        
Payment of outstanding balance of debt principal       281,800,000        
Payment of outstanding balance of debt accrued interest       500,000        
Unamortized debt issuance costs recognized in interest expense           6,900,000    
Prepayment fee       0        
Subordinated HoldCo Facility                
Debt Instrument [Line Items]                
Payment of outstanding balance of debt       206,400,000        
Payment of outstanding balance of debt principal       196,600,000        
Payment of outstanding balance of debt accrued interest       3,900,000        
Unamortized debt issuance costs recognized in interest expense           2,900,000    
Prepayment fee       $ 5,900,000        
Percentage of principal prepayments fee       3.00%        
Subordinated HoldCo Facility | Interest Expense                
Debt Instrument [Line Items]                
Prepayment fee           5,900,000    
2017 Term Loan Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding         $ 183,116,000 $ 188,922,000    
Interest Rate         6.00% 6.00%    
Revolving credit facility maturity date         Jan. 31, 2035 Jan. 31, 2035    
Interest on borrowings accrue at an annual fixed rate and payable in arrears             6.00%  
Debt instrument, frequency of periodic payment         quarterly basis      
Unamortized debt issuance costs         $ 4,326,000 $ 4,614,000    
2017 Term Loan Facility | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         20,200,000      
2018 Forward Flow Loan Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [4]         $ 125,048,000 $ 58,425,000    
Interest Rate [4]         4.70% 5.20%    
Debt instrument interest rate     1.50%          
Maximum borrowing amount under credit agreement     $ 130,000,000          
Debt instrument maturity period     20 years   20 years      
Debt instrument offering date         Oct. 31, 2019      
Debt Instrument interest rate description         Interest on each loan will accrue at an annual rate equal to the U.S. swap rate for the weighted-average life of such loan, plus an applicable margin equal to the greater of (a) 1.9% plus a spread adjustment based on the risk premium on the borrowing date relative to the market index-based risk premium on the closing date and (b) 1.5%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year.      
Unamortized debt issuance costs [4]         $ 3,145,000 $ 3,365,000    
2018 Forward Flow Loan Facility | Maximum                
Debt Instrument [Line Items]                
Revolving credit facility maturity date         Oct. 31, 2019      
2018 Forward Flow Loan Facility | Market Index-Based Risk Premium                
Debt Instrument [Line Items]                
Debt instrument interest rate     1.90%          
2018 Forward Flow Loan Facility | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         $ 6,400,000      
2019 Forward Flow Loan Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [5]         $ 50,353,000      
Interest Rate [5]         3.90%      
Maximum borrowing amount under credit agreement   $ 150,000,000            
Debt instrument maturity period   20 years     20 years      
Debt instrument offering date   Nov. 20, 2020            
Debt Instrument interest rate description         Interest on each loan will accrue at an annual rate equal to the greater of (a) 4.70% and (b) the U.S. Treasury rate for the weighted-average life of such loan, plus an applicable margin equal to 2.35%. Scheduled principal payments are due on a quarterly basis, at the end of January, April, July and October of each year.      
Prepayment percentage on outstanding loans   102.50%            
Unamortized debt issuance costs [5]         $ 2,902,000      
2019 Forward Flow Loan Facility | Maximum                
Debt Instrument [Line Items]                
Revolving credit facility maturity date         Nov. 20, 2020      
2019 Forward Flow Loan Facility | Market Index-Based Risk Premium                
Debt Instrument [Line Items]                
Debt instrument interest rate   4.70%            
2019 Forward Flow Loan Facility | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         $ 2,000,000      
Revolving Warehouse Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding         $ 170,000,000      
Interest Rate         4.70%      
Revolving credit facility maturity date         Aug. 31, 2023      
Maximum borrowing amount under credit agreement $ 325,000,000              
Line of credit facility option to expand maximum borrowing capacity $ 400,000,000              
Revolving Warehouse Facility | Minimum | Interest Rate Swaps                
Debt Instrument [Line Items]                
Percentage of outstanding term loans in interest rate hedged 90.00%       90.00%      
Revolving Warehouse Facility | L I B O R Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate 2.375%              
Revolving Warehouse Facility | Required Reserves                
Debt Instrument [Line Items]                
Restricted cash and cash equivalents         $ 4,800,000      
Revolving Warehouse Facility | After Three Years Term of Facility | L I B O R Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate 3.375%              
Aggregation Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [6]           $ 50,000,000    
Interest Rate [6]           5.70%    
Revolving credit facility maturity date [6]           Sep. 30, 2020    
Payment of outstanding balance of debt $ 121,400,000              
Payment of outstanding balance of debt principal 115,000,000              
Payment of outstanding balance of debt accrued interest 600,000              
Unamortized debt issuance costs recognized in interest expense         2,500,000      
Amounts related to settle interest rate swaps 5,800,000              
Unamortized debt issuance costs $ 3,600,000              
Deferred unamortized debt issuance costs         1,100,000      
Working Capital Facility                
Debt Instrument [Line Items]                
Principal Borrowings Outstanding [6],[7]         $ 131,100,000 $ 136,100,000    
Interest Rate [6],[7]         5.40% 5.60%    
Revolving credit facility maturity date [6],[7]         Mar. 31, 2020 Mar. 31, 2020    
Debt instrument interest rate         2.25%      
Maximum borrowing amount under credit agreement               $ 150,000,000
Debt Instrument interest rate description         (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable depending on the type of borrowing at the end of (1) the interest period that the Company may elect as a term, not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility.      
Letter of credit related to insurance contracts         $ 18,900,000      
Minimum cash balance requirement         $ 30,000,000      
Working Capital Facility | Eurodollar Reserve Percentage Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate         3.25%      
Working Capital Facility | Federal Funds Rate Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate         0.50%      
Working Capital Facility | Euro Dollar Rate Plus                
Debt Instrument [Line Items]                
Debt instrument interest rate         1.00%      
[1] The interest rate disclosed in the table above is a weighted-average rate. The Series 2018-1 Notes are comprised of Class A and Class B Notes. Class A Notes accrue interest at 4.73%. Class B Notes accrue interest at 7.37%.
[2] The Series 2018-2 Notes are comprised of Class A and Class B Notes. Class B Notes accrue interest at a rate of LIBOR plus 4.75%. Class A Notes accrue interest at a variable spread over LIBOR that results in a weighted average spread for all 2018-2 Notes of 2.95%.
[3] The interest rate of these notes is partially hedged to an effective interest rate of 6.0% for $323.6 million of the principal borrowings. See Note 13—Derivative Financial Instruments.
[4] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than October 31, 2019.
[5] The maturity date for this facility is 20 years from the end date of the borrowing availability period when all borrowings are aggregated into one term loan, which will be no later than November 20, 2020.
[6] Revolving lines of credit are not presented net of unamortized debt issuance costs.
[7] This facility is recourse debt, which refers to debt that is collateralized by the Company’s general assets. All of the Company’s other debt obligations are non-recourse, which refers to debt that is only collateralized by specified assets or subsidiaries of the Company.
v3.19.3
Leases - Summary of Lease Costs and Other Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Sep. 30, 2018
Lease cost      
Amortization of right-of-use assets $ 465 $ 1,125  
Interest on lease liabilities 96 180  
Operating lease cost 2,818 8,358  
Short-term lease cost 413 1,714  
Total lease cost 3,792 11,377  
Finance leases:      
Operating cash outflows from finance leases 96 180  
Financing cash outflows from finance leases 377 954 $ 2,663
Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,321 $ 6,077 $ 1,079
Weighted-average remaining lease term - finance leases (in years) 3 years 7 months 6 days 3 years 7 months 6 days  
Weighted-average discount rate - finance leases 7.40% 7.40%  
Operating leases:      
Operating cash outflows from operating leases $ 2,870 $ 8,505  
Right-of-use assets obtained in exchange for new operating lease liabilities $ 545 $ 9,210  
Weighted-average remaining lease term - operating leases (in years) 9 years 3 months 18 days 9 years 3 months 18 days  
Weighted-average discount rate - operating leases 8.00% 8.00%  
v3.19.3
Leases - Additional Information (Details)
 9 Months Ended
Sep. 30, 2019
Fleet Vehicles Lease  
Lessee Lease Description [Line Items]  
Lessee, Finance Lease, Existence of Option to Extend [true false] true
Description of finance lease, option to extend The master lease agreements allow for the Company to extend fleet vehicle leases on a month-to-month basis
Office Lease  
Lessee Lease Description [Line Items]  
Operating lease, additional term 3 years
Operating lease, term of contract 15 years
Lessee, Operating Lease, Existence of Option to Extend [true false] true
Description of operating lease, option to extend The corporate office lease includes options to extend the lease term for two additional periods of five years
Warehouse Lease Agreement  
Lessee Lease Description [Line Items]  
Operating lease, term of contract 5 years
Lessee, Operating Lease, Existence of Option to Extend [true false] true
Minimum | Fleet Vehicles Lease  
Lessee Lease Description [Line Items]  
Finance lease, agreement period 3 years
Minimum | Warehouse Lease Agreement  
Lessee Lease Description [Line Items]  
Operating lease, term of contract 2 years
Minimum | Equipment Lease Agreement  
Lessee Lease Description [Line Items]  
Operating lease, term of contract 3 years
Maximum | Fleet Vehicles Lease  
Lessee Lease Description [Line Items]  
Finance lease, agreement period 5 years
Maximum | Warehouse Lease Agreement  
Lessee Lease Description [Line Items]  
Operating lease, term of contract 9 years
Maximum | Equipment Lease Agreement  
Lessee Lease Description [Line Items]  
Operating lease, term of contract 5 years
v3.19.3
Leases - Schedule of Future Minimum Lease Payments for Finance Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Finance Lease Liabilities Payments Due [Abstract]    
2019 $ 511  
2020 1,839  
2021 1,815  
2022 1,689  
2023 769  
Total minimum lease payments 6,623  
Less: interest 786  
Present value of finance lease obligations 5,837  
Less: current portion 1,529 $ 1,921
Long-term portion $ 4,308 $ 505
v3.19.3
Leases - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Operating Lease Liabilities Payments Due [Abstract]  
2019 $ 2,845
2020 10,466
2021 8,090
2022 5,815
2023 4,780
Thereafter 36,680
Total minimum lease payments 68,676
Less: present value impact 21,360
Present value of operating lease obligations 47,316
Less: current portion 7,432
Long-term portion $ 39,884
v3.19.3
Derivative Financial Instruments - Schedule of Derivative Financial Instruments at Fair Value (Details) - Interest Rate Swaps - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Other Noncurrent Liabilities    
Derivatives Fair Value [Line Items]    
Fair Value, Derivatives designated as hedging instruments $ 33,323 $ 9,884
Fair Value, Derivatives not designated as hedging instruments $ 1,978 1,262
Other Noncurrent Assets    
Derivatives Fair Value [Line Items]    
Fair Value, Derivatives not designated as hedging instruments   $ 130
v3.19.3
Derivative Financial Instruments - Additional Information (Details) - USD ($)
 9 Months Ended
Sep. 30, 2019
Aug. 31, 2019
Revolving Warehouse Facility | Derivatives Not Designated as Hedging Instruments    
Derivatives Fair Value [Line Items]    
Notional amount $ 142,500,000  
Revolving Warehouse Facility | Interest Rate Swaps | Minimum    
Derivatives Fair Value [Line Items]    
Percentage of outstanding term loans in interest rate hedged 90.00% 90.00%
Revolving Warehouse Facility | Additional Interest Rate Swaps | Derivatives Not Designated as Hedging Instruments    
Derivatives Fair Value [Line Items]    
Notional amount $ 10,500,000  
2018-2 Notes | Interest Rate Swaps    
Derivatives Fair Value [Line Items]    
Notional amount 323,600,000  
Accumulated other comprehensive income, expected amount of cash flow hedge to be reclassified to interest expense within the next 12 months $ 4,300,000  
v3.19.3
Derivative Financial Instruments - Schedule of Losses (Gains) on Derivative Financial Instruments Recognized in OCI and Condensed Consolidated Statements of Operations Before Tax Effect (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]        
Total amounts presented in the income statement line items, Interest expense $ 22,804 $ 18,715 $ 61,403 $ 46,973
Total losses (gains)     846 (1,279)
Total amounts presented in the income statement line items, Other (income) expense, net 3,907 (1) 6,657 (6,371)
Interest Expense, Net        
Derivative Instruments, Gain (Loss) [Line Items]        
Total losses (gains) 517 535 1,077 (22,181)
Other (Income) Expense, Net        
Derivative Instruments, Gain (Loss) [Line Items]        
Total losses (gains) 3,906   6,656 (4,252)
Derivatives Designated as Hedging Instruments | Cash Flow Hedging | Interest Rate Swaps | Interest Expense, Net        
Derivative Instruments, Gain (Loss) [Line Items]        
Losses (gains) reclassified from AOCI into income 517 535 1,077 (22,181)
Derivatives Designated as Hedging Instruments | Cash Flow Hedging | Interest Rate Swaps | Other Comprehensive Income        
Derivative Instruments, Gain (Loss) [Line Items]        
Losses (gains) recognized in OCI 7,889 $ (3,966) 24,516 (8,284)
Derivatives Not Designated as Hedging Instruments | Interest Rate Swaps | Other (Income) Expense, Net        
Derivative Instruments, Gain (Loss) [Line Items]        
Losses (gains) recognized in income $ 3,906   $ 6,656 $ (4,252)
v3.19.3
Investment Funds - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2019
Dec. 31, 2018
Investment Holdings [Line Items]      
Summary of investment fund   The Company has formed investment funds for the purpose of funding the purchase of solar energy systems under long-term customer contracts.  
Investors cash contribution to variable interest equity $ 1,849,400,000 $ 1,849,400,000 $ 1,565,300,000
Solar energy systems, net 1,696,129,000 1,696,129,000 1,938,874,000
Prepaid insurance balance 7,700,000 7,700,000 8,300,000
Distributions paid to reimburse fund investors 0 0  
Accrued estimated distribution 3,500,000 3,500,000  
Restricted cash 83,743,000 83,743,000 71,305,000
Minimum      
Investment Holdings [Line Items]      
Restricted cash 10,000,000 10,000,000 10,000,000
Variable Interest Entities      
Investment Holdings [Line Items]      
Solar energy systems, net 1,541,344,000 1,541,344,000 1,752,271,000
Investment tax credit repayment   0  
Restricted cash 8,361,000 8,361,000 2,443,000
Financing Obligation      
Investment Holdings [Line Items]      
Solar energy systems, net 44,300,000 44,300,000 55,800,000
Financing liabilities 4,700,000 4,700,000 $ 5,300,000
Investor      
Investment Holdings [Line Items]      
Investors cash contribution to variable interest equity $ 110,000,000 $ 110,000,000  
v3.19.3
Investment Funds - Aggregate Carrying Value of Funds Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 260,753 $ 219,591
Accounts receivable, net 27,203 14,207
Prepaid expenses and other current assets 31,895 31,201
Total current assets 333,578 278,256
Restricted cash and cash equivalents 83,743 71,305
Solar energy systems, net 1,696,129 1,938,874
Other non-current assets, net 567,872 28,090
TOTAL ASSETS [1] 2,695,654 2,327,255
Current liabilities:    
Distributions payable to non-controlling interests and redeemable non-controlling interests 17,328 7,846
Current portion of long-term debt 144,532 12,155
Current portion of deferred revenue 28,684 30,199
Accrued and other current liabilities 70,238 42,860
Total current liabilities 351,076 166,430
Long-term debt, net of current portion 1,282,868 1,203,282
Deferred revenue, net of current portion 16,450 13,524
Other non-current liabilities 81,740 24,610
Total liabilities [1] 2,275,632 1,845,471
Variable Interest Entities    
Current assets:    
Cash and cash equivalents 103,921 62,350
Accounts receivable, net 17,385 6,593
Prepaid expenses and other current assets 2,384 1,289
Total current assets 123,690 70,232
Restricted cash and cash equivalents 8,361 2,443
Solar energy systems, net 1,541,344 1,752,271
Other non-current assets, net 459,771 10,888
TOTAL ASSETS 2,133,166 1,835,834
Current liabilities:    
Distributions payable to non-controlling interests and redeemable non-controlling interests 17,328 7,846
Current portion of long-term debt 2,396 1,512
Current portion of deferred revenue 2,272 2,320
Accrued and other current liabilities 6,027 4,860
Total current liabilities 28,023 16,538
Long-term debt, net of current portion 166,864 53,505
Deferred revenue, net of current portion 11,484 9,694
Other non-current liabilities 375 1,023
Total liabilities $ 206,746 $ 80,760
[1] The assets of Vivint Solar, Inc. (the “Company”) as of September 30, 2019 and December 31, 2018 include $2,133.2 million and $1,835.8 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $1,541.3 million and $1,752.3 million as of September 30, 2019 and December 31, 2018; other non-current assets, net of $459.8 million and $10.9 million as of September 30, 2019 and December 31, 2018; cash and cash equivalents of $103.9 million and $62.4 million as of September 30, 2019 and December 31, 2018; accounts receivable, net, of $17.4 million and $6.6 million as of September 30, 2019 and December 31, 2018; restricted cash and cash equivalents of $8.4 million and $2.4 million as of September 30, 2019 and December 31, 2018; and prepaid expenses and other current assets of $2.4 million and $1.3 million as of September 30, 2019 and December 31, 2018. The Company’s liabilities as of September 30, 2019 and December 31, 2018 included $206.7 million and $80.8 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include long-term debt of $169.3 million and $55.0 million as of September 30, 2019 and December 31, 2018; distributions payable to non-controlling interests and redeemable non-controlling interests of $17.3 million and $7.8 million as of September 30, 2019 and December 31, 2018; deferred revenue of $13.8 million and $12.0 million as of September 30, 2019 and December 31, 2018; accrued and other current liabilities of $6.0 million and $4.9 million as of September 30, 2019 and December 31, 2018; and other non-current liabilities of $0.4 million and $1.0 million as of September 30, 2019 and December 31, 2018. For further information see Note 14—Investment Funds.
v3.19.3
Redeemable Non-Controlling Interests and Equity - Schedule of Shares of Common Stock Reserved for Issuance (Details) - shares
Sep. 30, 2019
Dec. 31, 2018
Equity [Abstract]    
Shares available for grant under equity incentive plans 13,340,000 13,323,000
Restricted stock units issued and outstanding 6,791,000 6,172,000
Stock options issued and outstanding 5,588,000 3,394,000
Long-term incentive plan 2,706,000 2,706,000
Total 28,425,000 25,595,000
v3.19.3
Redeemable Non-Controlling Interests and Equity - Additional Information (Details)
$ in Millions
Sep. 30, 2019
USD ($)
Put Option | Minimum  
Redeemable Noncontrolling Interest [Line Items]  
Purchase price for investors' interest in funds under Put Options $ 2.1
Put Option | Maximum  
Redeemable Noncontrolling Interest [Line Items]  
Purchase price for investors' interest in funds under Put Options 4.1
Call Option | Minimum  
Redeemable Noncontrolling Interest [Line Items]  
Purchase price for investors' interest in funds under Put Options 1.2
Call Option | Maximum  
Redeemable Noncontrolling Interest [Line Items]  
Purchase price for investors' interest in funds under Put Options $ 7.0
v3.19.3
Equity Compensation Plans - Additional Information (Details) - shares
 1 Months Ended
Jan. 31, 2019
Sep. 30, 2019
Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Shares available for grant under equity incentive plans   13,340,000 13,323,000
2014 Equity Incentive Plan      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Shares available for grant under equity incentive plans   13,300,000  
Number of additional shares available for issuance 4,800,000    
v3.19.3
Equity Compensation Plans - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 9 Months Ended
Sep. 30, 2019
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Shares Underlying Options, Outstanding, Balance 3,394,000  
Shares Underlying Options, Granted 2,379,000  
Shares Underlying Options, Exercised (139,000)  
Shares Underlying Options, Cancelled (46,000)  
Shares Underlying Options, Outstanding, Balance 5,588,000  
Shares Underlying Options, Options vested and exercisable 2,312,000  
Weighted-Average Exercise Price, Outstanding, Balance $ 2.77  
Weighted-Average Exercise Price, Granted 5.33  
Weighted-Average Exercise Price, Exercised 2.18  
Weighted-Average Exercise Price, Cancelled 6.65  
Weighted-Average Exercise Price, Outstanding, Balance 3.84  
Weighted-Average Exercise Price, Options vested and exercisable $ 2.44  
Weighted-Average Remaining Contractual Term, Outstanding, Balance 7 years 8 months 12 days  
Weighted-Average Remaining Contractual Term, Options vested and exercisable 5 years 7 months 6 days  
Aggregate Intrinsic Value $ 15,834 $ 4,689
Aggregate Intrinsic Value, Options vested and exercisable $ 9,963  
v3.19.3
Equity Compensation Plans - RSU Activity (Details)
 9 Months Ended
Sep. 30, 2019
$ / shares
shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Number of Awards, Outstanding at December 31, 2018 | shares 6,172,000
Number of Awards, Granted | shares 2,926,000
Number of Awards, Vested | shares (1,834,000)
Number of Awards, Forfeited | shares (473,000)
Number of Awards, Outstanding at June 30, 2019 | shares 6,791,000
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2018 | $ / shares $ 3.84
Weighted Average Grant Date Fair Value, Granted | $ / shares 5.89
Weighted Average Grant Date Fair Value, Vested | $ / shares 3.86
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 4.28
Weighted Average Grant Date Fair Value, Outstanding at June 30, 2019 | $ / shares $ 4.68
v3.19.3
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Schedule Of Stock Options [Line Items]        
Stock-based compensation expense $ 4,150 $ 3,103 $ 11,985 $ 9,884
Cost of Revenue        
Schedule Of Stock Options [Line Items]        
Stock-based compensation expense 467 361 1,203 984
Sales and Marketing        
Schedule Of Stock Options [Line Items]        
Stock-based compensation expense 756 754 2,297 2,668
General and Administrative        
Schedule Of Stock Options [Line Items]        
Stock-based compensation expense 2,891 1,956 8,390 6,125
Research and Development        
Schedule Of Stock Options [Line Items]        
Stock-based compensation expense $ 36 $ 32 $ 95 $ 107
v3.19.3
Equity Compensation Plans - Summary of Unrecognized Stock-Based Compensation Expense (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2019
USD ($)
Schedule Of Stock Options [Line Items]  
Unrecognized Stock-Based Compensation Expense $ 28,401
RSUs  
Schedule Of Stock Options [Line Items]  
Unrecognized Stock-Based Compensation Expense, other than stock options $ 21,414
Weighted- Average Period of Recognition 1 year 9 months 18 days
Stock Options  
Schedule Of Stock Options [Line Items]  
Unrecognized Stock-Based Compensation Expense, stock options $ 6,987
Weighted- Average Period of Recognition 2 years 1 month 6 days
v3.19.3
Income Taxes - Additional Information (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Tax Disclosure [Abstract]        
Effective income tax rate (71.30%) (54.70%) (56.70%) (70.50%)
v3.19.3
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2019
Aug. 31, 2017
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Related Party Transaction [Line Items]              
Sales and marketing     $ 46,121 $ 15,841 $ 112,792 $ 40,999  
Accounts payable—related party             $ 200
Accrued equity distributions     17,328   17,328   7,846
Prepaid Expenses and Other Current Assets              
Related Party Transaction [Line Items]              
Accounts receivable—related party     500   500    
Related Party              
Related Party Transaction [Line Items]              
Sales and marketing     500 300 1,500 1,700  
Amounts due from direct-sales professionals     6,000   6,000   5,200
Provision for advances to direct-sales professionals         300   900
Accrued equity distributions     1,900   1,900   $ 1,500
Vivint Services              
Related Party Transaction [Line Items]              
Initial term of agreement period   2 years          
Agreement renewal term 1 year 1 year          
Payments made in conjunction with agreements entered     $ 900 $ 6,100 $ 7,100 $ 11,400  
v3.19.3
Commitments and Contingencies - Additional Information (Details) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Feb. 28, 2018
Sep. 30, 2019
Sep. 30, 2019
Other Commitments [Line Items]      
Standby letter of credit outstanding   $ 18,900,000 $ 18,900,000
Total estimated obligation earned over deferment period   8,500,000 8,500,000
Percentage of unpaid deferred residual commissions 50.00%    
Payment period of deferred residual commission percentage 18 months    
Sales and Marketing Expense      
Other Commitments [Line Items]      
Increase in residual commission accrual   5,900,000 5,900,000
General and Administrative      
Other Commitments [Line Items]      
Litigation settlement payment   $ 1,000,000  
General and Administrative | Maximum      
Other Commitments [Line Items]      
Litigation settlement payment     $ 7,250,000
v3.19.3
Basic and Diluted Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share to Common Stockholders (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Numerator:        
Net loss attributable to common stockholders $ (13,835) $ (7,868) $ (68,644) $ (2,728)
Denominator:        
Shares used in computing net loss attributable per share to common stockholders, basic 121,730 118,767 120,974 116,871
Shares used in computing net loss attributable per share to common stockholders, diluted 121,730 118,767 120,974 116,871
Net loss attributable per share to common stockholders:        
Basic and diluted $ (0.11) $ (0.07) $ (0.57) $ (0.02)