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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sunrun Inc | NASDAQ:RUN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.9897 | 9.04% | 11.9397 | 11.80 | 12.00 | 12.39 | 11.56 | 11.59 | 12,453,588 | 05:00:07 |
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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26-2841711
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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Page
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Item 1
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||
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||
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Item 2.
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Item 3.
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Item 4.
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||
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Item 1.
|
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Item 1A.
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Item 2.
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Item 5.
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Item 6.
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||
|
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|
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June 30, 2017
|
|
December 31, 2016
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
211,321
|
|
|
$
|
206,364
|
|
Restricted cash
|
|
15,672
|
|
|
11,882
|
|
||
Accounts receivable (net of allowances for doubtful accounts of $1,550 and $1,166 as of June 30, 2017 and December 31, 2016, respectively)
|
|
64,030
|
|
|
60,258
|
|
||
State tax credits receivable
|
|
—
|
|
|
13,713
|
|
||
Inventories
|
|
52,744
|
|
|
67,326
|
|
||
Prepaid expenses and other current assets
|
|
12,575
|
|
|
9,802
|
|
||
Total current assets
|
|
356,342
|
|
|
369,345
|
|
||
Restricted cash
|
|
5,952
|
|
|
6,117
|
|
||
Solar energy systems, net
|
|
2,951,260
|
|
|
2,629,366
|
|
||
Property and equipment, net
|
|
41,774
|
|
|
48,471
|
|
||
Intangible assets, net
|
|
16,397
|
|
|
18,499
|
|
||
Goodwill
|
|
87,543
|
|
|
87,543
|
|
||
Prepaid tax asset
|
|
—
|
|
|
378,541
|
|
||
Other assets
|
|
29,834
|
|
|
34,936
|
|
||
Total assets
(1)
|
|
$
|
3,489,102
|
|
|
$
|
3,572,818
|
|
Liabilities and total equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
75,336
|
|
|
$
|
66,018
|
|
Distributions payable to noncontrolling interests and redeemable noncontrolling interests
|
|
13,212
|
|
|
10,654
|
|
||
Accrued expenses and other liabilities
|
|
52,961
|
|
|
59,261
|
|
||
Deferred revenue, current portion
|
|
70,601
|
|
|
70,849
|
|
||
Deferred grants, current portion
|
|
8,363
|
|
|
8,011
|
|
||
Capital lease obligations, current portion
|
|
8,525
|
|
|
10,015
|
|
||
Recourse debt, current portion
|
|
247,000
|
|
|
—
|
|
||
Long-term non-recourse debt, current portion
|
|
18,883
|
|
|
14,153
|
|
||
Lease pass-through financing obligation, current portion
|
|
5,869
|
|
|
5,823
|
|
||
Total current liabilities
|
|
500,750
|
|
|
244,784
|
|
||
Deferred revenue, net of current portion
|
|
578,484
|
|
|
583,401
|
|
||
Deferred grants, net of current portion
|
|
222,184
|
|
|
226,893
|
|
||
Capital lease obligations, net of current portion
|
|
8,745
|
|
|
12,965
|
|
||
Recourse debt, net of current portion
|
|
—
|
|
|
244,000
|
|
||
Long-term non-recourse debt, net of current portion
|
|
761,349
|
|
|
639,870
|
|
||
Lease pass-through financing obligation, net of current portion
|
|
139,249
|
|
|
137,958
|
|
||
Other liabilities
|
|
10,682
|
|
|
5,457
|
|
||
Deferred tax liabilities
|
|
54,376
|
|
|
415,397
|
|
||
Total liabilities
(1)
|
|
2,275,819
|
|
|
2,510,725
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
163,077
|
|
|
137,907
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of June 30, 2017 and December 31, 2016; no shares issued and outstanding as of June 30, 2017 and December 31, 2016
|
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of June 30, 2017 and December 31, 2016; issued and outstanding, 105,940 and 104,321 shares as of June 30, 2017 and December 31, 2016, respectively
|
|
11
|
|
|
10
|
|
||
Additional paid-in capital
|
|
679,066
|
|
|
668,076
|
|
||
Accumulated other comprehensive income
|
|
(3,132
|
)
|
|
437
|
|
||
Retained earnings
|
|
45,282
|
|
|
4,438
|
|
||
Total stockholders’ equity
|
|
721,227
|
|
|
672,961
|
|
||
Noncontrolling interests
|
|
328,979
|
|
|
251,225
|
|
||
Total equity
|
|
1,050,206
|
|
|
924,186
|
|
||
Total liabilities, redeemable noncontrolling interests and total equity
|
|
$
|
3,489,102
|
|
|
$
|
3,572,818
|
|
1)
|
The Company’s consolidated assets as of
June 30, 2017
and
December 31, 2016
include
$2,379,224
and
$2,065,232
, respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of
June 30, 2017
and
December 31, 2016
were
$2,237,670
and
$1,920,330
, respectively; cash as of
June 30, 2017
and
December 31, 2016
were
$108,039
and
$120,728
, respectively; restricted cash as of
June 30, 2017
and
December 31, 2016
were
$3,574
and
$1,680
, respectively; accounts receivable, net as of
June 30, 2017
and
December 31, 2016
were
$27,547
and
$20,771
, respectively; prepaid expenses and other current assets as of
June 30, 2017
and
December 31, 2016
were
$235
and
$242
, respectively and other assets as of
June 30, 2017
and
December 31, 2016
were
$2,159
and
$1,481
, respectively. The Company’s consolidated liabilities as of
June 30, 2017
and
December 31, 2016
include
$762,273
and
$617,011
, respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of
June 30, 2017
and
December 31, 2016
of
$22,196
and
$14,873
, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of
June 30, 2017
and
December 31, 2016
of
$13,213
and
$10,654
, respectively; accrued expenses and other liabilities as of
June 30, 2017
and
December 31, 2016
of
$1,471
and
$782
, respectively; deferred revenue as of
June 30, 2017
and
December 31, 2016
of
$444,103
and
$422,685
, respectively; deferred grants as of
June 30, 2017
and December 31, 2016 of
$106,933
and
$109,034
, respectively; and long-term non-recourse debt as of
June 30, 2017
and
December 31, 2016
of
$172,020
and
$58,983
, respectively.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Operating leases and incentives
|
|
$
|
65,337
|
|
|
$
|
45,394
|
|
|
$
|
113,435
|
|
|
$
|
79,934
|
|
Solar energy systems and product sales
|
|
72,511
|
|
|
77,144
|
|
|
128,530
|
|
|
141,347
|
|
||||
Total revenue
|
|
137,848
|
|
|
122,538
|
|
|
241,965
|
|
|
221,281
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of operating leases and incentives
|
|
47,114
|
|
|
38,608
|
|
|
91,450
|
|
|
76,708
|
|
||||
Cost of solar energy systems and product sales
|
|
60,938
|
|
|
61,600
|
|
|
110,369
|
|
|
119,112
|
|
||||
Sales and marketing
|
|
32,784
|
|
|
43,716
|
|
|
64,460
|
|
|
86,904
|
|
||||
Research and development
|
|
3,710
|
|
|
2,373
|
|
|
6,706
|
|
|
4,836
|
|
||||
General and administrative
|
|
25,230
|
|
|
23,614
|
|
|
49,851
|
|
|
46,862
|
|
||||
Amortization of intangible assets
|
|
1,051
|
|
|
1,051
|
|
|
2,102
|
|
|
2,103
|
|
||||
Total operating expenses
|
|
170,827
|
|
|
170,962
|
|
|
324,938
|
|
|
336,525
|
|
||||
Loss from operations
|
|
(32,979
|
)
|
|
(48,424
|
)
|
|
(82,973
|
)
|
|
(115,244
|
)
|
||||
Interest expense, net
|
|
16,602
|
|
|
13,063
|
|
|
31,879
|
|
|
24,578
|
|
||||
Other expenses (income), net
|
|
208
|
|
|
30
|
|
|
683
|
|
|
(502
|
)
|
||||
Loss before income taxes
|
|
(49,789
|
)
|
|
(61,517
|
)
|
|
(115,535
|
)
|
|
(139,320
|
)
|
||||
Income tax expense
|
|
15,453
|
|
|
3,210
|
|
|
22,791
|
|
|
3,210
|
|
||||
Net loss
|
|
(65,242
|
)
|
|
(64,727
|
)
|
|
(138,326
|
)
|
|
(142,530
|
)
|
||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(90,364
|
)
|
|
(97,370
|
)
|
|
(176,175
|
)
|
|
(188,307
|
)
|
||||
Net income available to common stockholders
|
|
$
|
25,122
|
|
|
$
|
32,643
|
|
|
$
|
37,849
|
|
|
$
|
45,777
|
|
Net income per share available to common stockholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.23
|
|
|
$
|
0.31
|
|
|
$
|
0.35
|
|
|
$
|
0.44
|
|
Weighted average shares used to compute net income per share available to common stockholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
105,093
|
|
|
101,969
|
|
|
104,568
|
|
|
101,621
|
|
||||
Diluted
|
|
107,347
|
|
|
104,768
|
|
|
106,911
|
|
|
104,494
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to common stockholders
|
|
$
|
25,122
|
|
|
$
|
32,643
|
|
|
$
|
37,849
|
|
|
$
|
45,777
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on derivatives, net of income taxes
|
|
(3,709
|
)
|
|
165
|
|
|
(4,473
|
)
|
|
(5,633
|
)
|
||||
Less interest expense on derivatives recognized into earnings, net of income taxes
|
|
(340
|
)
|
|
(120
|
)
|
|
(904
|
)
|
|
(645
|
)
|
||||
Comprehensive income
|
|
$
|
21,753
|
|
|
$
|
32,928
|
|
|
$
|
34,280
|
|
|
$
|
40,789
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(138,326
|
)
|
|
$
|
(142,530
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization, net of amortization of deferred grants
|
|
65,282
|
|
|
46,564
|
|
||
Deferred income taxes
|
|
22,788
|
|
|
3,210
|
|
||
Stock-based compensation expense
|
|
11,389
|
|
|
8,647
|
|
||
Noncash interest expense
|
|
9,481
|
|
|
5,335
|
|
||
Interest on lease pass-through financing obligations
|
|
5,949
|
|
|
6,019
|
|
||
Reduction in lease pass-through financing obligations
|
|
(9,162
|
)
|
|
(9,491
|
)
|
||
Other noncash losses and expenses
|
|
4,590
|
|
|
2,924
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(4,215
|
)
|
|
3,884
|
|
||
Inventories
|
|
14,582
|
|
|
(16,839
|
)
|
||
Prepaid and other assets
|
|
(2,854
|
)
|
|
(2,760
|
)
|
||
Accounts payable
|
|
2,636
|
|
|
(9,889
|
)
|
||
Accrued expenses and other liabilities
|
|
(11,283
|
)
|
|
3,218
|
|
||
Deferred revenue
|
|
(4,314
|
)
|
|
3,295
|
|
||
Net cash used in operating activities
|
|
(33,457
|
)
|
|
(98,413
|
)
|
||
Investing activities:
|
|
|
|
|
||||
Payments for the costs of solar energy systems, leased and to be leased
|
|
(356,726
|
)
|
|
(332,472
|
)
|
||
Purchases of property and equipment
|
|
(4,464
|
)
|
|
(8,208
|
)
|
||
Business acquisition, net of cash acquired
|
|
—
|
|
|
(5,000
|
)
|
||
Net cash used in investing activities
|
|
(361,190
|
)
|
|
(345,680
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Proceeds from state tax credits, net of recapture
|
|
13,171
|
|
|
9,123
|
|
||
Proceeds from issuance of recourse debt
|
|
91,400
|
|
|
257,400
|
|
||
Repayment of recourse debt
|
|
(88,400
|
)
|
|
(212,000
|
)
|
||
Proceeds from issuance of non-recourse debt
|
|
199,525
|
|
|
189,746
|
|
||
Repayment of non-recourse debt
|
|
(84,830
|
)
|
|
(16,543
|
)
|
||
Payment of debt fees
|
|
(4,955
|
)
|
|
(12,277
|
)
|
||
Proceeds from lease pass-through financing obligations
|
|
3,062
|
|
|
12,805
|
|
||
Contributions received from noncontrolling interests and redeemable noncontrolling interests
|
|
303,545
|
|
|
239,621
|
|
||
Distributions paid to noncontrolling interests and redeemable noncontrolling interests
|
|
(24,635
|
)
|
|
(18,257
|
)
|
||
(Payments) proceeds from exercises of stock options, net of withholding taxes on restricted stock units and issuance of shares in connection with the Employee Stock Purchase Plan
|
|
(425
|
)
|
|
3,616
|
|
||
Offering costs paid related to initial public offering
|
|
—
|
|
|
(437
|
)
|
||
Payment of capital lease obligations
|
|
(5,262
|
)
|
|
(6,416
|
)
|
||
Change in restricted cash
|
|
(2,592
|
)
|
|
1,068
|
|
||
Net cash provided by financing activities
|
|
399,604
|
|
|
447,449
|
|
||
|
|
|
|
|
||||
Net change in cash
|
|
4,957
|
|
|
3,356
|
|
||
Cash, beginning of period
|
|
206,364
|
|
|
203,864
|
|
||
Cash, end of period
|
|
$
|
211,321
|
|
|
$
|
207,220
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
17,434
|
|
|
$
|
10,676
|
|
Cash paid for taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosures of noncash investing and financing activities
|
|
|
|
|
||||
Purchases of solar energy systems and property and equipment included in accounts payable and accrued expenses
|
|
$
|
25,284
|
|
|
$
|
15,586
|
|
Purchases of solar energy systems included in non-recourse debt
|
|
$
|
12,873
|
|
|
$
|
—
|
|
Distributions payable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
13,212
|
|
|
$
|
8,515
|
|
Vehicles acquired under capital leases
|
|
$
|
94
|
|
|
$
|
10,914
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating leases
|
|
$
|
47,034
|
|
|
$
|
32,980
|
|
|
$
|
82,096
|
|
|
$
|
58,307
|
|
Incentives
|
|
18,303
|
|
|
12,414
|
|
|
31,339
|
|
|
21,627
|
|
||||
Operating leases and incentives
|
|
65,337
|
|
|
45,394
|
|
|
113,435
|
|
|
79,934
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Solar energy systems
|
|
28,078
|
|
|
35,878
|
|
|
48,697
|
|
|
66,070
|
|
||||
Products
|
|
44,433
|
|
|
41,266
|
|
|
79,833
|
|
|
75,277
|
|
||||
Solar energy systems and product sales
|
|
72,511
|
|
|
77,144
|
|
|
128,530
|
|
|
141,347
|
|
||||
Total revenue
|
|
$
|
137,848
|
|
|
$
|
122,538
|
|
|
$
|
241,965
|
|
|
$
|
221,281
|
|
•
|
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
|
•
|
Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
|
•
|
Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data.
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Lines of credit
|
|
$
|
486,300
|
|
|
$
|
486,300
|
|
|
$
|
489,200
|
|
|
$
|
489,200
|
|
Syndicated term loans
|
|
309,713
|
|
|
309,713
|
|
|
189,989
|
|
|
189,989
|
|
||||
Bank term loans
|
|
94,040
|
|
|
93,380
|
|
|
81,307
|
|
|
80,542
|
|
||||
Note payable
|
|
38,328
|
|
|
38,459
|
|
|
36,232
|
|
|
35,396
|
|
||||
Solar asset-backed notes
|
|
98,851
|
|
|
104,323
|
|
|
101,295
|
|
|
102,869
|
|
||||
Total
|
|
$
|
1,027,232
|
|
|
$
|
1,032,175
|
|
|
$
|
898,023
|
|
|
$
|
897,996
|
|
|
|
June 30, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
5,059
|
|
|
$
|
—
|
|
|
$
|
5,059
|
|
Total
|
|
$
|
—
|
|
|
$
|
5,059
|
|
|
$
|
—
|
|
|
$
|
5,059
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Total
|
|
$
|
—
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
20
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
|
$
|
48,681
|
|
|
$
|
62,037
|
|
Work-in-process
|
|
4,063
|
|
|
5,289
|
|
||
Total
|
|
$
|
52,744
|
|
|
$
|
67,326
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Solar energy system equipment costs
|
|
$
|
2,793,188
|
|
|
$
|
2,459,856
|
|
Inverters
|
|
287,833
|
|
|
260,011
|
|
||
Initial direct costs
|
|
134,325
|
|
|
117,587
|
|
||
Total solar energy systems
|
|
3,215,346
|
|
|
2,837,454
|
|
||
Less: accumulated depreciation and amortization
|
|
(359,288
|
)
|
|
(303,305
|
)
|
||
Add: construction-in-progress
|
|
95,202
|
|
|
95,217
|
|
||
Total solar energy systems, net
|
|
$
|
2,951,260
|
|
|
$
|
2,629,366
|
|
|
|
Carrying Values, net of debt discount
|
|
Unused Borrowing Capacity
|
|
Annual Contractual Interest Rate
|
|
Interest Rate
|
|
Maturity Date
|
||||||||||||||
|
|
Current
|
|
Long Term
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||
Recourse debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank line of credit
|
|
$
|
247,000
|
|
|
$
|
—
|
|
|
$
|
247,000
|
|
|
$
|
406
|
|
|
Varies (1)
|
|
|
4.33% - 4.46%
|
|
|
April 2018
|
Total recourse debt
|
|
$
|
247,000
|
|
|
$
|
—
|
|
|
$
|
247,000
|
|
|
$
|
406
|
|
|
|
|
|
|
|
||
Non-recourse debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Term loan
|
|
—
|
|
|
121,532
|
|
|
121,532
|
|
|
12
|
|
|
Varies (2)
|
|
|
3.74% - 3.97%
|
|
|
April 2024
|
||||
Line of credit (Aggregation Facility)
|
|
—
|
|
|
239,300
|
|
|
239,300
|
|
|
8,500
|
|
|
Varies (3)
|
|
|
3.67% - 3.72%
|
|
|
December 2020
|
||||
Term Loan and Term Loan B
|
|
2,606
|
|
|
39,553
|
|
|
42,159
|
|
|
—
|
|
|
Varies (4)
|
|
|
6.17
|
%
|
|
December 2020 and 2021
|
||||
Term Loan A
|
|
568
|
|
|
145,454
|
|
|
146,022
|
|
|
5,000
|
|
|
Varies (5)
|
|
|
3.92
|
%
|
|
December 2021
|
||||
Bank term loans
|
|
1,530
|
|
|
32,307
|
|
|
33,837
|
|
|
—
|
|
|
LIBOR + 2.25%
|
|
|
3.48
|
%
|
|
September 2022
|
||||
|
|
|
|
|
|
|
|
|
|
LIBOR + 3.00%
|
|
|
4.30
|
%
|
|
September 2022
|
||||||||
Bank term loan
|
|
8,929
|
|
|
24,507
|
|
|
33,436
|
|
|
—
|
|
|
Varies (6)
|
|
|
6.70% - 10.20%
|
|
|
July 2021
|
||||
Bank term loan
|
|
1,402
|
|
|
25,365
|
|
|
26,767
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
April 2022
|
||||
Solar asset-backed notes
|
|
3,848
|
|
|
95,003
|
|
|
98,851
|
|
|
—
|
|
|
4.40% - Class A
|
|
|
4.40
|
%
|
|
July 2024
|
||||
|
|
|
|
|
|
|
|
|
|
5.38% - Class B
|
|
|
5.38
|
%
|
|
July 2024
|
||||||||
Note payable
|
|
—
|
|
|
38,328
|
|
|
38,328
|
|
|
—
|
|
|
12.00
|
%
|
|
12.00
|
%
|
|
December 2018
|
||||
Total non-recourse debt
|
|
18,883
|
|
|
761,349
|
|
|
780,232
|
|
|
13,512
|
|
|
|
|
|
|
|
||||||
Total debt
|
|
$
|
265,883
|
|
|
$
|
761,349
|
|
|
$
|
1,027,232
|
|
|
$
|
13,918
|
|
|
|
|
|
|
|
|
|
Carrying Values, net of debt discount
|
|
Unused Borrowing Capacity
|
|
Annual Contractual Interest Rate
|
|
Interest Rate
|
|
Maturity Date
|
||||||||||||||
|
|
Current
|
|
Long Term
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||
Recourse debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank line of credit
|
|
$
|
—
|
|
|
$
|
244,000
|
|
|
$
|
244,000
|
|
|
$
|
3,406
|
|
|
Varies (1)
|
|
|
3.96% - 5.75%
|
|
|
April 2018
|
Total recourse debt
|
|
$
|
—
|
|
|
$
|
244,000
|
|
|
$
|
244,000
|
|
|
$
|
3,406
|
|
|
|
|
|
|
|
||
Non-recourse debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Line of credit (Aggregation Facility)
|
|
—
|
|
|
245,200
|
|
|
245,200
|
|
|
9,300
|
|
|
Varies (3)
|
|
|
2.93% - 3.39%
|
|
|
December 2020
|
||||
Term Loan and Term Loan B
|
|
116
|
|
|
42,870
|
|
|
42,986
|
|
|
—
|
|
|
Varies (4)
|
|
|
6.00
|
%
|
|
December 2020 December 2021
|
||||
Term Loan A
|
|
616
|
|
|
146,387
|
|
|
147,003
|
|
|
5,000
|
|
|
Varies (5)
|
|
|
3.64
|
%
|
|
December 2021
|
||||
Bank term loan
|
|
1,074
|
|
|
21,249
|
|
|
22,323
|
|
|
—
|
|
|
LIBOR + 2.25%
|
|
|
2.86
|
%
|
|
September 2022
|
||||
Bank term loan
|
|
7,286
|
|
|
23,802
|
|
|
31,088
|
|
|
1,032
|
|
|
Varies (6)
|
|
|
6.25% - 9.94%
|
|
|
July 2021
|
||||
Bank term loan
|
|
1,331
|
|
|
26,565
|
|
|
27,896
|
|
|
—
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
April 2022
|
||||
Solar asset-backed notes
|
|
3,730
|
|
|
97,565
|
|
|
101,295
|
|
|
—
|
|
|
4.40% - Class A
|
|
|
4.40
|
%
|
|
July 2024
|
||||
|
|
|
|
|
|
|
|
|
|
5.38% - Class B
|
|
|
5.38
|
%
|
|
July 2024
|
||||||||
Note payable
|
|
—
|
|
|
36,232
|
|
|
36,232
|
|
|
—
|
|
|
12.00
|
%
|
|
12.00
|
%
|
|
December 2018
|
||||
Total non-recourse debt
|
|
14,153
|
|
|
639,870
|
|
|
654,023
|
|
|
15,332
|
|
|
|
|
|
|
|
||||||
Total debt
|
|
$
|
14,153
|
|
|
$
|
883,870
|
|
|
$
|
898,023
|
|
|
$
|
18,738
|
|
|
|
|
|
|
|
(1)
|
Loans under the facility bear interest at LIBOR
+3.25%
per annum or the Base Rate
+2.25%
per annum. The Base Rate is the highest of the Federal Funds Rate
+0.50%
, the Prime Rate, or LIBOR
+1.00%
.
|
(2)
|
Loans under the facility bear interest at LIBOR
+2.75%
per annum for the initial
four
-year period for LIBOR loans or the Base Rate
+1.75%
per annum for Base Rate Loans.
|
(3)
|
Loans under the facility bear interest at LIBOR
+2.50%
per annum for the initial
three
-year revolving availability period, stepping up to LIBOR
+2.75%
per annum in the following
two
-year period.
|
(4)
|
Term loan under the facility bears interest at LIBOR
+5.00%
per annum for the first
three
-year period, stepping up to LIBOR
+6.50%
per annum thereafter. Term loan B under the facility bears interest at LIBOR
+5.00%
per annum.
|
(5)
|
Loan under the facility bears interest at LIBOR
+2.75%
per annum, stepping up to LIBOR
+3.00%
per annum on the fourth anniversary.
|
(6)
|
Loans under the facility bear interest at LIBOR
+5.50%
per annum for contracted SRECs and LIBOR
+9.00%
per annum for uncontracted SRECs.
|
Type
|
|
Quantity
|
|
Maturity Dates
|
|
Hedge Interest Rates
|
|
Notional Amount
|
|
Fair Market Value
|
|||||
Interest rate swap
|
|
1
|
|
|
8/31/2022
|
|
1.27% - 1.29%
|
|
$
|
16,563
|
|
|
$
|
315
|
|
Interest rate swap
|
|
1
|
|
|
9/30/2022
|
|
2.37%
|
|
$
|
12,610
|
|
|
$
|
(243
|
)
|
Interest rate swaps
|
|
4
|
|
|
4/30/2024
|
|
2.16% - 2.25%
|
|
$
|
96,544
|
|
|
$
|
(909
|
)
|
Interest rate swaps
|
|
2
|
|
|
10/31/2024
|
|
2.62% - 2.69%
|
|
$
|
62,633
|
|
|
$
|
(1,297
|
)
|
Interest rate swaps
|
|
4
|
|
|
10/31/2028
|
|
2.17% - 2.18%
|
|
$
|
125,100
|
|
|
$
|
(43
|
)
|
Interest rate swap
|
|
1
|
|
|
9/30/2031
|
|
3.23%
|
|
$
|
9,905
|
|
|
$
|
(231
|
)
|
Interest rate swaps
|
|
5
|
|
|
7/31/2034
|
|
2.48% - 3.04%
|
|
$
|
144,379
|
|
|
$
|
(1,223
|
)
|
Interest rate swaps
|
|
5
|
|
|
7/31/2035
|
|
2.56% - 2.95%
|
|
$
|
132,432
|
|
|
$
|
(1,428
|
)
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
108,039
|
|
|
$
|
120,728
|
|
Restricted cash
|
|
3,574
|
|
|
1,680
|
|
||
Accounts receivable, net
|
|
27,547
|
|
|
20,771
|
|
||
Prepaid expenses and other current assets
|
|
235
|
|
|
242
|
|
||
Total current assets
|
|
139,395
|
|
|
143,421
|
|
||
Solar energy systems, net
|
|
2,237,670
|
|
|
1,920,330
|
|
||
Other assets
|
|
2,159
|
|
|
1,481
|
|
||
Total assets
|
|
$
|
2,379,224
|
|
|
$
|
2,065,232
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
22,196
|
|
|
$
|
14,873
|
|
Distributions payable to noncontrolling interests and redeemable noncontrolling interests
|
|
13,213
|
|
|
10,654
|
|
||
Accrued expenses and other liabilities
|
|
1,471
|
|
|
782
|
|
||
Deferred revenue, current portion
|
|
27,468
|
|
|
25,827
|
|
||
Deferred grants, current portion
|
|
3,623
|
|
|
3,644
|
|
||
Long-term non-recourse debt, current portion
|
|
10,331
|
|
|
8,616
|
|
||
Total current liabilities
|
|
78,302
|
|
|
64,396
|
|
||
Deferred revenue, net of current portion
|
|
416,635
|
|
|
396,858
|
|
||
Deferred grants, net of current portion
|
|
103,310
|
|
|
105,390
|
|
||
Long-term non-recourse debt, net of current portion
|
|
161,689
|
|
|
50,367
|
|
||
Other liabilities
|
|
2,337
|
|
|
—
|
|
||
Total liabilities
|
|
$
|
762,273
|
|
|
$
|
617,011
|
|
|
|
Redeemable Noncontrolling Interests
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interests
|
|
Total
Equity
|
||||||||
Balance — January 1, 2017
|
|
$
|
137,907
|
|
|
$
|
672,961
|
|
|
$
|
251,225
|
|
|
$
|
924,186
|
|
Exercise of stock options
|
|
—
|
|
|
529
|
|
|
—
|
|
|
529
|
|
||||
Issuance of restricted stock units, net of tax withholdings
|
|
—
|
|
|
(2,099
|
)
|
|
—
|
|
|
(2,099
|
)
|
||||
Shares issued in connection with the Employee Stock Purchase Plan
|
|
—
|
|
|
1,145
|
|
|
—
|
|
|
1,145
|
|
||||
Stock based compensation
|
|
—
|
|
|
11,416
|
|
|
—
|
|
|
11,416
|
|
||||
Contributions from noncontrolling interests and redeemable noncontrolling interests
|
|
75,169
|
|
|
—
|
|
|
231,123
|
|
|
231,123
|
|
||||
Distributions to noncontrolling interests and redeemable noncontrolling interests
|
|
(7,666
|
)
|
|
—
|
|
|
(19,527
|
)
|
|
(19,527
|
)
|
||||
Cumulative effect of adoption of new ASUs
|
|
—
|
|
|
2,996
|
|
|
—
|
|
|
2,996
|
|
||||
Net income (loss)
|
|
(42,333
|
)
|
|
37,848
|
|
|
(133,842
|
)
|
|
(95,994
|
)
|
||||
Other comprehensive loss, net of taxes
|
|
—
|
|
|
(3,569
|
)
|
|
—
|
|
|
(3,569
|
)
|
||||
Balance — June 30, 2017
|
|
$
|
163,077
|
|
|
$
|
721,227
|
|
|
$
|
328,979
|
|
|
$
|
1,050,206
|
|
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2017
|
|
12,897
|
|
|
$
|
5.94
|
|
|
7.49
|
|
|
||
Granted
|
|
4,585
|
|
|
5.03
|
|
|
|
|
|
|||
Exercised
|
|
(207
|
)
|
|
2.49
|
|
|
|
|
|
|||
Cancelled
|
|
(524
|
)
|
|
7.82
|
|
|
|
|
|
|||
Outstanding at June 30, 2017
|
|
16,751
|
|
|
$
|
5.68
|
|
|
7.75
|
|
$
|
32,028
|
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at June 30, 2017
|
|
7,961
|
|
|
$
|
5.40
|
|
|
6.34
|
|
$
|
18,378
|
|
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested balance at January 1, 2017
|
|
4,106
|
|
|
$
|
6.87
|
|
Granted
|
|
2,887
|
|
|
5.10
|
|
|
Issued
|
|
(538
|
)
|
|
6.15
|
|
|
Forfeited
|
|
(644
|
)
|
|
5.79
|
|
|
Unvested balance at June 30, 2017
|
|
5,811
|
|
|
$
|
6.13
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of operating leases and incentives
|
|
$
|
1,110
|
|
|
$
|
632
|
|
|
$
|
1,861
|
|
|
$
|
839
|
|
Cost of solar energy systems and product sales
|
|
156
|
|
|
117
|
|
|
270
|
|
|
198
|
|
||||
Sales and marketing
|
|
807
|
|
|
1,890
|
|
|
2,724
|
|
|
3,508
|
|
||||
Research and development
|
|
186
|
|
|
149
|
|
|
335
|
|
|
246
|
|
||||
General and administration
|
|
3,256
|
|
|
2,050
|
|
|
6,199
|
|
|
3,856
|
|
||||
Total
|
|
$
|
5,515
|
|
|
$
|
4,838
|
|
|
$
|
11,389
|
|
|
$
|
8,647
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to common stockholders
|
|
$
|
25,122
|
|
|
$
|
32,643
|
|
|
$
|
37,849
|
|
|
$
|
45,777
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares used to compute net income per share attributable to common stockholders, basic
|
|
105,093
|
|
|
101,969
|
|
|
104,568
|
|
|
101,621
|
|
||||
Weighted average effect of potentially dilutive shares to purchase common stock
|
|
2,254
|
|
|
2,799
|
|
|
2,343
|
|
|
2,873
|
|
||||
Weighted average shares used to compute net income per share attributable to common stockholders, diluted
|
|
107,347
|
|
|
104,768
|
|
|
106,911
|
|
|
104,494
|
|
||||
Net income per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.23
|
|
|
$
|
0.31
|
|
|
$
|
0.35
|
|
|
$
|
0.44
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Warrants
|
|
1,251
|
|
|
1,251
|
|
|
1,251
|
|
|
1,251
|
|
Outstanding stock options
|
|
13,712
|
|
|
8,060
|
|
|
13,712
|
|
|
8,060
|
|
Unvested restricted stock units
|
|
1,256
|
|
|
1,328
|
|
|
1,256
|
|
|
1,328
|
|
Total
|
|
16,219
|
|
|
10,639
|
|
|
16,219
|
|
|
10,639
|
|
•
|
our ability to finance solar energy systems through financing arrangements with fund or other investors;
|
•
|
our ability and intent to establish new investment funds;
|
•
|
our dependence on the availability of rebates, tax credits and other financial incentives;
|
•
|
determinations by the Internal Revenue Service or the U.S. Treasury Department of the fair market value of our solar energy systems;
|
•
|
the retail price of utility-generated electricity or electricity from other energy sources;
|
•
|
regulatory and policy development and changes;
|
•
|
our ability to maintain an adequate rate of revenue growth;
|
•
|
our industry’s continued ability to cut costs associated with solar service offerings;
|
•
|
our strategic partnerships and expected benefits of such partnerships;
|
•
|
the sufficiency of our cash, investment fund commitments and available borrowings to meet our anticipated cash needs;
|
•
|
our need to raise capital and finance our operations from new and existing investors;
|
•
|
our ability to refinance existing debt;
|
•
|
the potential impact of interest rates on our interest expense;
|
•
|
our business plan and our ability to effectively manage our growth;
|
•
|
our ability to further penetrate existing markets, expand into new markets and our expectations regarding market growth (including, but not limited to, expected cancellation rates);
|
•
|
our expectations concerning relationships with third parties, including the attraction and retention of qualified channel partners;
|
•
|
the impact of seasonality on our business;
|
•
|
our investment in research and development;
|
•
|
our expectations regarding certain performance objectives; and
|
•
|
the calculation of certain of our key financial and operating metrics and accounting policies.
|
|
|
|
|
Consolidated Joint Ventures
|
||||||||||||
|
|
Lease Pass-Through
|
|
Partnership Flip
|
|
JV Inverted Lease
|
||||||||||
Consolidation
|
|
Owner entity consolidated, tenant entity not consolidated
|
|
Single entity, consolidated
|
|
Owner and tenant entities consolidated
|
|
Owner and tenant entities consolidated
|
||||||||
Balance sheet classification
|
|
Lease pass-through financing obligation
|
|
Redeemable noncontrolling interests and noncontrolling interests
|
|
Redeemable noncontrolling interests and noncontrolling interests
|
|
Noncontrolling interests
|
||||||||
Revenue from ITCs
|
|
Recognized annually over 5 years as the recapture period elapses
|
|
None
|
|
None
|
|
None
|
||||||||
Method of calculating investor interest
|
|
Effective interest rate method
|
|
Greater of HLBV or redemption value
|
|
Greater of HLBV or redemption value
|
|
Pro rata
|
||||||||
Liability balance as of June 30, 2017
|
|
$
|
145.1
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Noncontrolling interest balance (redeemable or otherwise) as of June 30, 2017
|
|
N/A
|
|
|
$
|
411.1
|
|
|
$
|
74.2
|
|
|
$
|
6.8
|
|
|
Number of funds (as of June 30, 2017)
|
|
5
|
|
|
17
|
|
|
5
|
|
|
1
|
|
||||
MW deployed (as of June 30, 2017)
|
|
129.5
|
|
|
572.8
|
|
|
149.1
|
|
|
20.7
|
|
||||
Carrying value of solar energy systems, net (as of June 30, 2017)
|
|
$
|
434.3
|
|
|
$
|
1,630.6
|
|
|
$
|
525.6
|
|
|
$
|
81.5
|
|
Contributions from third-party fund investors (through June 30, 2017)
|
|
$
|
508.0
|
|
|
$
|
1,405.1
|
|
|
$
|
388.4
|
|
|
$
|
86.3
|
|
•
|
Megawatts Booked
represents the aggregate megawatt production capacity of our solar energy systems, whether sold directly to customers or subject to an executed Customer Agreement, for which we have confirmation that the systems have reached NTP, net of cancellations.
|
•
|
Megawatts Deployed
represents the aggregate megawatt production capacity of our solar energy systems, whether sold directly to customers or subject to executed Customer Agreements, for which we have (i) confirmation that the systems are installed on the roof, subject to final inspection or (ii) in the case of certain system installations by our partners, accrued at least 80% of the expected project cost.
|
•
|
Gross Earning Assets
represents the net cash flows (discounted at
6%
) we expect to receive during the initial
20-year
term of our Customer Agreements for systems that have been deployed as of the measurement date, plus a discounted estimate of the value of the Customer Agreement renewal term or solar energy system purchase at the end of the initial term. Consistent with industry standards, we use a discount rate of
6%
. We consider a discount rate of
6%
to be appropriate and consistent with recent market transactions that demonstrate that a portfolio of residential solar homeowner contracts is an asset class that can be securitized successfully on a long-term basis, with a coupon of less than
5%
. We calculate the Gross Earning Assets value of the purchase or renewal amount at the expiration of the initial contract term assuming a 10-year renewal at a contract rate equal to
90%
of the customer’s contractual rate in effect at the end of the initial contract term. After the initial (typically
20-year
) contract term, our Customer Agreements provide customers the option to renew their contracts for the remaining life of the solar energy system typically at a 10% discount to then-prevailing power prices.
|
◦
|
Gross Earning Assets Under Energy Contract
represents the net cash flows during the initial (typically 20 year) term of our Customer Agreements (less substantially all value from SRECs prior to July 1, 2015), for systems deployed as of the measurement date.
|
◦
|
Gross Earning Assets Value of Purchase or Renewal
is
the forecasted net present value we would receive upon or following the expiration of the initial Customer Agreement term (either in the form of cash payments during any applicable renewal period or a system purchase at the end of the initial term), for systems deployed as of the measurement date.
|
|
|
For the Three Months Ended June 30,
|
||
|
|
2017
|
|
2016
|
MW Booked (during the period)
(1)
|
|
88
|
|
69
|
MW Deployed (during the period)
|
|
76
|
|
65
|
(1)
|
MW Booked for the three months ended June 30, 2016 has been recast to reflect the updated method of calculating MW Booked as discussed above.
|
|
|
As of June 30,
|
||
|
|
2017
|
|
2016
|
Cumulative Megawatts Deployed (end of period)
(1)
|
|
1,027
|
|
721
|
(1)
|
The Cumulative Megawatts Deployed may not equal the sum of all MW deployed each year due to rounding.
|
|
|
As of June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Gross Earning Assets Under Energy Contract
|
|
$
|
1,229,176
|
|
|
$
|
992,380
|
|
Gross Earning Assets Value of Purchase or Renewal
|
|
664,860
|
|
|
506,880
|
|
||
Gross Earning Assets
|
|
$
|
1,894,036
|
|
|
$
|
1,499,260
|
|
|
|
As of June 30, 2017
|
||||||||||||||||||
|
|
Discount rate
|
||||||||||||||||||
Default rate
|
|
4%
|
|
5%
|
|
6%
|
|
7%
|
|
8%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
5%
|
|
$
|
1,410,090
|
|
|
$
|
1,297,574
|
|
|
$
|
1,197,798
|
|
|
$
|
1,109,069
|
|
|
$
|
1,029,943
|
|
0%
|
|
$
|
1,448,635
|
|
|
$
|
1,332,299
|
|
|
$
|
1,229,176
|
|
|
$
|
1,137,507
|
|
|
$
|
1,055,791
|
|
|
|
As of June 30, 2017
|
||||||||||||||||||
|
|
Discount rate
|
||||||||||||||||||
Purchase or Renewal rate
|
|
4%
|
|
5%
|
|
6%
|
|
7%
|
|
8%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
80%
|
|
$
|
885,334
|
|
|
$
|
716,097
|
|
|
$
|
581,152
|
|
|
$
|
473,191
|
|
|
$
|
386,535
|
|
90%
|
|
$
|
1,012,721
|
|
|
$
|
819,189
|
|
|
$
|
664,860
|
|
|
$
|
541,382
|
|
|
$
|
442,265
|
|
100%
|
|
$
|
1,140,107
|
|
|
$
|
922,280
|
|
|
$
|
748,568
|
|
|
$
|
609,574
|
|
|
$
|
497,994
|
|
|
|
As of June 30, 2017
|
||||||||||||||||||
|
|
Discount rate
|
||||||||||||||||||
Purchase or Renewal rate
|
|
4%
|
|
5%
|
|
6%
|
|
7%
|
|
8%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
80%
|
|
$
|
2,333,969
|
|
|
$
|
2,048,395
|
|
|
$
|
1,810,328
|
|
|
$
|
1,610,698
|
|
|
$
|
1,442,327
|
|
90%
|
|
$
|
2,461,356
|
|
|
$
|
2,151,487
|
|
|
$
|
1,894,036
|
|
|
$
|
1,678,889
|
|
|
$
|
1,498,056
|
|
100%
|
|
$
|
2,588,742
|
|
|
$
|
2,254,579
|
|
|
$
|
1,977,744
|
|
|
$
|
1,747,081
|
|
|
$
|
1,553,786
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Operating leases and incentives
|
|
$
|
65,337
|
|
|
$
|
45,394
|
|
|
$
|
113,435
|
|
|
$
|
79,934
|
|
Solar energy systems and product sales
|
|
72,511
|
|
|
77,144
|
|
|
128,530
|
|
|
141,347
|
|
||||
Total revenue
|
|
137,848
|
|
|
122,538
|
|
|
241,965
|
|
|
221,281
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of operating leases and incentives
|
|
47,114
|
|
|
38,608
|
|
|
91,450
|
|
|
76,708
|
|
||||
Cost of solar energy systems and product sales
|
|
60,938
|
|
|
61,600
|
|
|
110,369
|
|
|
119,112
|
|
||||
Sales and marketing
|
|
32,784
|
|
|
43,716
|
|
|
64,460
|
|
|
86,904
|
|
||||
Research and development
|
|
3,710
|
|
|
2,373
|
|
|
6,706
|
|
|
4,836
|
|
||||
General and administrative
|
|
25,230
|
|
|
23,614
|
|
|
49,851
|
|
|
46,862
|
|
||||
Amortization of intangible assets
|
|
1,051
|
|
|
1,051
|
|
|
2,102
|
|
|
2,103
|
|
||||
Total operating expenses
|
|
170,827
|
|
|
170,962
|
|
|
324,938
|
|
|
336,525
|
|
||||
Loss from operations
|
|
(32,979
|
)
|
|
(48,424
|
)
|
|
(82,973
|
)
|
|
(115,244
|
)
|
||||
Interest expense, net
|
|
16,602
|
|
|
13,063
|
|
|
31,879
|
|
|
24,578
|
|
||||
Other expenses (income), net
|
|
208
|
|
|
30
|
|
|
683
|
|
|
(502
|
)
|
||||
Loss before income taxes
|
|
(49,789
|
)
|
|
(61,517
|
)
|
|
(115,535
|
)
|
|
(139,320
|
)
|
||||
Income tax expense (benefit)
|
|
15,453
|
|
|
3,210
|
|
|
22,791
|
|
|
3,210
|
|
||||
Net loss
|
|
(65,242
|
)
|
|
(64,727
|
)
|
|
(138,326
|
)
|
|
(142,530
|
)
|
||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(90,364
|
)
|
|
(97,370
|
)
|
|
(176,175
|
)
|
|
(188,307
|
)
|
||||
Net income attributable to common stockholders
|
|
$
|
25,122
|
|
|
$
|
32,643
|
|
|
$
|
37,849
|
|
|
$
|
45,777
|
|
Net income per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.23
|
|
|
$
|
0.31
|
|
|
$
|
0.35
|
|
|
$
|
0.44
|
|
Weighted average shares used to compute net income per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
105,093
|
|
|
101,969
|
|
|
104,568
|
|
|
101,621
|
|
||||
Diluted
|
|
107,347
|
|
|
104,768
|
|
|
106,911
|
|
|
104,494
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Operating leases
|
|
$
|
47,034
|
|
|
$
|
32,980
|
|
|
$
|
14,054
|
|
|
43
|
%
|
Incentives
|
|
18,303
|
|
|
12,414
|
|
|
5,889
|
|
|
47
|
%
|
|||
Operating leases and incentives
|
|
65,337
|
|
|
45,394
|
|
|
19,943
|
|
|
44
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Solar energy systems
|
|
28,078
|
|
|
35,878
|
|
|
(7,800
|
)
|
|
(22
|
)%
|
|||
Products
|
|
44,433
|
|
|
41,266
|
|
|
3,167
|
|
|
8
|
%
|
|||
Solar energy systems and product sales
|
|
72,511
|
|
|
77,144
|
|
|
(4,633
|
)
|
|
(6
|
)%
|
|||
Total revenue
|
|
$
|
137,848
|
|
|
$
|
122,538
|
|
|
$
|
15,310
|
|
|
12
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Cost of operating leases and incentives
|
|
$
|
47,114
|
|
|
$
|
38,608
|
|
|
$
|
8,506
|
|
|
22
|
%
|
Cost of solar energy systems and product sales
|
|
60,938
|
|
|
61,600
|
|
|
(662
|
)
|
|
(1
|
)%
|
|||
Sales and marketing
|
|
32,784
|
|
|
43,716
|
|
|
(10,932
|
)
|
|
(25
|
)%
|
|||
Research and development
|
|
3,710
|
|
|
2,373
|
|
|
1,337
|
|
|
56
|
%
|
|||
General and administrative
|
|
25,230
|
|
|
23,614
|
|
|
1,616
|
|
|
7
|
%
|
|||
Amortization of intangible assets
|
|
1,051
|
|
|
1,051
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating expenses
|
|
$
|
170,827
|
|
|
$
|
170,962
|
|
|
$
|
(135
|
)
|
|
—
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Interest expense, net
|
|
$
|
16,602
|
|
|
$
|
13,063
|
|
|
$
|
3,539
|
|
|
27
|
%
|
Other expenses (income), net
|
|
208
|
|
|
30
|
|
|
178
|
|
|
593
|
%
|
|||
Total interest and other expenses, net
|
|
$
|
16,810
|
|
|
$
|
13,093
|
|
|
$
|
3,717
|
|
|
28
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
(90,364
|
)
|
|
$
|
(97,370
|
)
|
|
$
|
7,006
|
|
|
(7
|
)%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Operating leases
|
|
$
|
82,096
|
|
|
$
|
58,307
|
|
|
$
|
23,789
|
|
|
41
|
%
|
Incentives
|
|
31,339
|
|
|
21,627
|
|
|
9,712
|
|
|
45
|
%
|
|||
Operating leases and incentives
|
|
113,435
|
|
|
79,934
|
|
|
33,501
|
|
|
42
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Solar energy systems
|
|
48,697
|
|
|
66,070
|
|
|
(17,373
|
)
|
|
(26
|
)%
|
|||
Products
|
|
79,833
|
|
|
75,277
|
|
|
4,556
|
|
|
6
|
%
|
|||
Solar energy systems and product sales
|
|
128,530
|
|
|
141,347
|
|
|
(12,817
|
)
|
|
(9
|
)%
|
|||
Total revenue
|
|
$
|
241,965
|
|
|
$
|
221,281
|
|
|
$
|
20,684
|
|
|
9
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Cost of operating leases and incentives
|
|
$
|
91,450
|
|
|
$
|
76,708
|
|
|
$
|
14,742
|
|
|
19
|
%
|
Cost of solar energy systems and product sales
|
|
110,369
|
|
|
119,112
|
|
|
(8,743
|
)
|
|
(7
|
)%
|
|||
Sales and marketing
|
|
64,460
|
|
|
86,904
|
|
|
(22,444
|
)
|
|
(26
|
)%
|
|||
Research and development
|
|
6,706
|
|
|
4,836
|
|
|
1,870
|
|
|
39
|
%
|
|||
General and administrative
|
|
49,851
|
|
|
46,862
|
|
|
2,989
|
|
|
6
|
%
|
|||
Amortization of intangible assets
|
|
2,102
|
|
|
2,103
|
|
|
(1
|
)
|
|
—
|
%
|
|||
Total operating expenses
|
|
$
|
324,938
|
|
|
$
|
336,525
|
|
|
$
|
(11,587
|
)
|
|
(3
|
)%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Interest expense, net
|
|
$
|
31,879
|
|
|
$
|
24,578
|
|
|
$
|
7,301
|
|
|
30
|
%
|
Other expenses (income), net
|
|
683
|
|
|
(502
|
)
|
|
1,185
|
|
|
(236
|
)%
|
|||
Total interest and other expenses, net
|
|
$
|
32,562
|
|
|
$
|
24,076
|
|
|
$
|
8,486
|
|
|
35
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(in thousands)
|
|
|
|||||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
(176,175
|
)
|
|
$
|
(188,307
|
)
|
|
$
|
12,132
|
|
|
(6
|
)%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Consolidated cash flow data:
|
|
|
|
|
|
|
||
Net
cash used in operating activities
|
|
$
|
(33,457
|
)
|
|
$
|
(98,413
|
)
|
Net cash used in investing activities
|
|
(361,190
|
)
|
|
(345,680
|
)
|
||
Net cash provided by financing activities
|
|
399,604
|
|
|
447,449
|
|
||
|
|
$
|
4,957
|
|
|
$
|
3,356
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Less Than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt obligations (including future interest)
|
|
$
|
50,548
|
|
|
$
|
399,143
|
|
|
$
|
470,142
|
|
|
$
|
262,954
|
|
|
$
|
1,182,787
|
|
Distributions payable to noncontrolling interests and redeemable noncontrolling interests
|
|
13,212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,212
|
|
|||||
Capital lease obligations (including accrued interest)
|
|
9,145
|
|
|
8,826
|
|
|
392
|
|
|
10
|
|
|
18,373
|
|
|||||
Operating lease obligations
|
|
8,737
|
|
|
12,160
|
|
|
5,510
|
|
|
2,333
|
|
|
28,740
|
|
|||||
Total contractual obligations
|
|
$
|
81,642
|
|
|
$
|
420,129
|
|
|
$
|
476,044
|
|
|
$
|
265,297
|
|
|
$
|
1,243,112
|
|
•
|
our ability to compete with other solar energy companies for the limited number of potential fund investors, each of which has limited funds and limited appetite for the tax benefits associated with these financings;
|
•
|
the state of financial and credit markets;
|
•
|
changes in the legal or tax risks associated with these financings; and
|
•
|
non-renewal of these incentives or decreases in the associated benefits.
|
•
|
the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies;
|
•
|
the construction of additional electric transmission and distribution lines;
|
•
|
a reduction in the price of natural gas or other natural resources as a result of new drilling techniques or other technological developments, a relaxation of associated regulatory standards, or broader economic or policy developments;
|
•
|
energy conservation technologies and public initiatives to reduce electricity consumption; and
|
•
|
development of new energy technologies that provide less expensive energy.
|
•
|
growing our customer base;
|
•
|
finding investors willing to invest in our investment funds on favorable terms;
|
•
|
maintaining or further lowering our cost of capital;
|
•
|
reducing the cost of components for our solar service offerings;
|
•
|
growing and maintaining our channel partner network;
|
•
|
growing our direct-to-consumer business to scale; and
|
•
|
reducing our operating costs by lowering our customer acquisition costs and optimizing our design and installation processes and supply chain logistics.
|
•
|
the expiration or initiation of any governmental tax rebates or incentives;
|
•
|
significant fluctuations in homeowner demand for our solar service offerings or fluctuations in the geographic concentration of installations of solar energy systems;
|
•
|
changes in financial markets, which could restrict our ability to access available financing sources;
|
•
|
seasonal or weather conditions that impact sales, energy production and system installations;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
|
•
|
announcements by us or our competitors of new products or services, significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;
|
•
|
changes in our pricing policies or terms or those of our competitors, including utilities;
|
•
|
changes in regulatory policy related to solar energy generation;
|
•
|
the loss of one or more key partners or the failure of key partners to perform as anticipated;
|
•
|
actual or anticipated developments in our competitors’ businesses or the competitive landscape;
|
•
|
actual or anticipated changes in our growth rate;
|
•
|
general economic, industry and market conditions; and
|
•
|
changes to our cancellation rate.
|
•
|
difficulty in assimilating the operations and personnel of the acquired company, especially given our unique culture;
|
•
|
difficulty in effectively integrating the acquired technologies or products with our current products and technologies;
|
•
|
difficulty in maintaining controls, procedures and policies during the transition and integration;
|
•
|
disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges due to integration issues;
|
•
|
difficulty integrating the acquired company’s accounting, management information and other administrative systems;
|
•
|
inability to retain key technical and managerial personnel of the acquired business;
|
•
|
inability to retain key customers, vendors and other business partners of the acquired business;
|
•
|
inability to achieve the financial and strategic goals for the acquired and combined businesses;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our results of operations;
|
•
|
significant post-acquisition investments which may lower the actual benefits realized through the acquisition;
|
•
|
potential failure of the due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;
|
•
|
potential inability to assert that internal controls over financial reporting are effective; and
|
•
|
potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market prices and trading volumes of companies in our industry or companies that investors consider comparable;
|
•
|
changes in operating performance and stock market valuations of other companies generally, or those in our industry in particular;
|
•
|
sales of shares of our common stock by us or our stockholders;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
|
•
|
the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;
|
•
|
announcements by us or our competitors of new products or services;
|
•
|
the public’s reaction to our press releases, other public announcements and filings with the SEC;
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•
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rumors and market speculation involving us or other companies in our industry;
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•
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actual or anticipated changes in our results of operations;
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•
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changes in tax and other incentives that we rely upon in order to raise tax equity investment funds;
|
•
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changes in the regulatory environment and utility policies and pricing, including those that could reduce the savings we are able to offer to customers;
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•
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actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
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•
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litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
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•
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announced or completed acquisitions of businesses or technologies by us or our competitors;
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•
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
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•
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changes in accounting standards, policies, guidelines, interpretations or principles;
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•
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any significant change in our management; and
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•
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general economic conditions and slow or negative growth of our markets.
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•
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creating a classified board of directors whose members serve staggered three-year terms;
|
•
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authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;
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•
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limiting the liability of, and providing indemnification to, our directors and officers;
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•
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limiting the ability of our stockholders to call and bring business before special meetings;
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•
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requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors; and
|
•
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controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings.
|
|
SUNRUN INC.
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Date: August 7, 2017
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By:
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/s/ Lynn Jurich
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|
|
Lynn Jurich
|
|
|
Chief Executive Officer
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|
(Principal Executive Officer)
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|
|
|
|
By:
|
/s/ Bob Komin
|
|
|
Bob Komin
|
|
|
Chief Financial Officer
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|
(Principal Accounting and Financial Officer)
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Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
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10.1+
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10.2
¥
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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10.3
¥
|
|
|
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|
|
|
|
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31.1
|
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|
|
|
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|
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|
|
|
|
|
|
31.2
|
|
|
|
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|
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|
|
32.1†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
+
|
Indicates management contract or compensatory plan.
|
†
|
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Sunrun Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
¥
|
Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
|
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