Annual Report
2020
Lynn Jurich
Sunrun Co-founder
Chief Executive Officer
April 21, 2021
Dear Shareholders,
2020 was a transformative year for our company. Sunrun accelerated
scale with the acquisition of Vivint Solar, ending the year with 550,000
customers and solidifying our position as a top owner of solar assets
globally with nearly four gigawatts of Networked Solar Energy Capacity1.
As COVID-19 changed the way of life for everyone we adapted quickly with
the dynamic environment to emerge even stronger. Consumer desire for
clean, affordable, and resilient power is greater than ever as more face
losing power from wildfires, hurricanes and other natural disasters due
to climate change. With many people also facing financial hardship as
businesses shut down and jobs are lost, keeping the lights on and costs
low for Americans has never been more important.
As the leader in home solar and batteries we believe we have the products
and innovation to deliver against this opportunity in 2021 and beyond.
Consumer desire for
clean, affordable, and
resilient power is greater
than ever.
Sunrun ended the year
with 550,000 customers.
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2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS Powering Through Together
Extreme weather events and power outages
Our Brightbox battery systems powered thousands
necessitate a transition to a clean and
of home’s essential needs in California and the
decentralized energy system. Sunrun is leading
Northeastern U.S. for over 7,500 hours during the
this change with affordable local solar and battery
2020 hurricane and wildfire seasons. When the
solutions, delivering reliable clean energy to
massive heat wave swept California in August,
American households and supporting a more
forcing rolling blackouts for the first time in 20
resilient energy system. Sunrun’s rechargeable
years, our customers shared their solar power with
solar battery systems helped thousands of
the grid when it was most strained, helping reduce
Americans manage their energy bills and power
the magnitude of the blackouts for their neighbors
through in 2020, providing families with clean,
and larger communities. Earlier this year, cold
reliable energy and peace of mind when they
weather in Texas left more than three million people
needed it most.
Earlier this year, cold weather
in Texas left more than three
million people without power.
Our customers with Brightbox
rechargeable battery systems
were able to keep their lights
on and stay warm.
without power. Our customers with Brightbox
rechargeable battery systems were able to keep
their lights on and stay warm.
Nationally, we have now installed more than 16,000
Brightbox systems. In 2020 Sunrun launched
Brightbox to all of our markets, including eight
additional states and Washington, D.C. We
continue to make progress against displacing dirty
and aging fossil fuel power plants with 12 virtual
power plant contracts.
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2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS Long Term Vision to be
the Chosen Provider of Energy
The world has the technologies to move to a
appliances to electric. We believe these efforts will
decentralized energy architecture today. Home solar
increase Sunrun’s share of the home energy wallet
and batteries can operate economically at small
and enhance our value to customers.
scale and can therefore be located where energy is
consumed, leveraging the built environment instead
of relying on expensive, centralized infrastructure
whose design specifications do not meet today’s
weather reality. Sunrun is effectuating this transition
through continued business model innovation and
a superior customer experience. We provide fixed-
rate solar-as-a-service subscriptions, home backup
power capabilities, and offer the ability to participate
in virtual power plants. We are investing in efforts to
further electrify the home, including electric vehicle
(EV) charging infrastructure and converting gas
The growth opportunity for the solar industry
is massive. Today, only 3% of the 77 million
addressable homes in the United States have
solar. The U.S. residential electricity market is over
$187 billion per year, and ongoing utility spending
has resulted in escalating retail electricity rates,
increasing our value proposition and expanding
our addressable market. In addition to delivering
a superior electricity service, we are increasingly
working to network our dispatchable solar and
battery systems to provide resources to the grid,
through energy models like virtual power plants, to
Sunrun is a top owner
of solar assets globally
with nearly four
gigawatts of Networked
Solar Energy Capacity.
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2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS 2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS
also serve the $120 billion annual market for utility
The U.S. is in the early innings of significant
capital expenditures. These virtual power plants offer
innovation in electrifying our buildings and
greater potential for resiliency and precision than
transportation system. Full home electrification also
bulky centralized infrastructure like fossil fuel plants
increases the need for a trusted, reliable energy
situated hundreds of miles away from our homes.
provider. Our 25+ year customer relationships
Our 25+ year customer
relationships provide the
foundation for upgrade to
EVs, furnaces and water
heaters, leading to an
enhanced value proposition.
provide the foundation for upgrade to EVs, furnaces
and water heaters, leading to an enhanced value
proposition. More fuel switching allows larger solar
systems, which have high incremental returns to
Sunrun and increases the value proposition for our
customers.
EV adoption is rapidly accelerating and more than
80% of EV owners say they would consider or have
already installed solar panels at their homes.2 There
are synergies with onsite generation and energy
In 2021 Sunrun expects to significantly accelerate
management as EV owners do more than 80% of
its growth rate, from a baseline scale that’s already
their charging at home and can benefit from a larger
twice the size of its next competitor, with strong
solar system.3
customer margins. At the same time, we are aiming
to increase our competitive advantages. Owing to
network effects and density advantages, increasing
operating scale efficiencies, growing brand strength,
capital raising capabilities, and advanced product
and service offerings, we believe Sunrun will continue
to expand our leadership position. We aim to be the
consumer brand synonymous with powering your
home with renewable energy.
6
Vivint Solar adds a complementary direct-to-home
sales channel to Sunrun’s platform, increasing our
market reach and capabilities.
Accelerating Our Mission with the
Acquisition of Vivint Solar
In October 2020, we acquired Vivint Solar, which
efficiencies from larger-scale project financing
solidified our position as the leader in home solar
capital raising activities and deliver meaningful cost
and energy services across the United States and
synergies on an annual basis.
a top owner of solar assets globally with nearly
four gigawatts of solar energy. Vivint Solar adds
a complimentary direct-to-home sales channel
to our platform, increasing our market reach
and capabilities. We expect to benefit from the
opportunity to offer batteries to a larger base of
existing customers, build an even stronger and more
recognizable consumer brand, and increase value
in our grid services partnerships from expanded
scale in local markets. We also expect to realize
With more than 550,000 customers, we can more
rapidly bring cleaner, affordable energy to homes
and accelerate our mission to create a planet run by
the sun. Together, the combined company will create
and deliver better, more affordable products for
everyone. Despite this transformational transaction,
the combined company still represents a tiny fraction
of the massive energy market. The runway ahead
remains massive.
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2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS Making a Large Positive Impact
in our Communities
Sunrun’s mission is to create a planet run by the
big impact. In 2020 our Networked Solar Energy
sun and build an affordable energy system that
Capacity prevented greenhouse gas emissions
combats climate change and provides energy access
for all. We proactively serve all stakeholders: our
customers, our employees, the communities in which
totaling an estimated 2.4 million metric tons of CO2
equivalents (CO2e). The more than 600 megawatts
of solar we installed to over 85,000 Customers in
we operate, and our business and financial partners.
2020 are expected to prevent the emission of over 13
Investing in our people and providing meaningful
million metric tons of CO2e over the next thirty years.
career opportunities is critical to our success. As
We continue to engage in partnerships that help
the country embarks on upgrading infrastructure
create distributed energy communities to the people
and rewiring our buildings, the demand for skilled
who need it the most. In 2020 we announced a
workers will increase substantially. We are focused
partnership with CHANEL to install approximately
on developing a differentiated talent brand and
30 megawatts of energy projects for low-income
providing opportunities to train workers to be part of
multifamily households, expanding access to solar
the clean energy economy.
for nearly 30,000 low-income residents across
We are proud to lead one of the fastest growing
sectors in the American economy and the Vivint
Solar acquisition enables us to accelerate job growth.
The combined company now has approximately
California. CHANEL’s investment will also support
more than 20,000 hours of job training, offering
valuable vocational skills and certification to
hundreds of people in disadvantaged communities.
8,500 full-time employees and we are committed to
In 2020 we also created a formal committee of senior
providing all of our employees wages of at least $15
management to oversee Environmental, Social
per hour. We seek to build a workforce that reflects
and Governance (ESG) matters at the company,
the wide range of diversity of our customers and
while also establishing board level oversight of
communities. Over 800 employees participate in our
ESG performance by our Nominating & Corporate
six Employee Resource Groups, which are designed
Governance Committee. These steps build on
to foster a culture of inclusion and belonging.
many actions we have taken over the years to be a
Climate change is the most pressing issue of our
lifetime, and I am happy to report we are making a
company that embraces all aspects of sustainability.
Sunrun ended 2020
with $4.2 billion in
Net Earning Assets.
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2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS Sunrun is Leading the Industry Forward
We are collectively energized to lead this industry forward, to deliver the best service for our customers, provide
meaningful and rewarding career opportunities for our employees, and address climate change head-on for
our country and the world. We’re over 550,000 customers today, and believe we can create significantly more
value when we welcome millions to the Sunrun network.
Power Forward,
Lynn Jurich
Co-founder | Chief Executive Officer
1 Definitions of capitalized terms can be found in our Annual Report on Form 10-K
2 https://www.greencarreports.com/news/1099531_electric-car-drivers-tell-ford-well-never-go-back-to-gasoline
3 https://cleantechnica.com/2019/12/25/ev-ownership-rooftop-solar-ownership-new-report-charts/
9
2020 ANNUAL REPORT | LETTER TO SHAREHOLDERS UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-37511
Sunrun Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
26-2841711
(I.R.S. Employer
Identification No.)
225 Bush Street, Suite 1400
San Francisco, California 94104
(Address of principal executive offices and Zip Code)
(415) 580-6900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
RUN
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☒
☐ (Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common
stock on The Nasdaq Stock Market on, June 30, 2020 was approximately $2.3 billion.
As of February 22, 2021, the number of shares of the registrant’s common stock outstanding was 202,583,673.
Portions of the information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive Proxy Statements for our annual meeting of
stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2020.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The discussion in this Annual Report on Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995,
which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future
events or our future financial or operating performance. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of
these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.
Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to,
statements about:
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the potential effects of the COVID-19 pandemic on our business and operations, results of operations and
financial position;
the expected benefits and potential value created by the merger with Vivint Solar, Inc. ("Vivint Solar") for our
stockholders, including the ownership percentage of our stockholders in the combined organization
immediately following the consummation of the merger;
the inherent risks, costs and uncertainties associated with integrating the businesses in the merger with Vivint
Solar successfully and risks of not achieving all or any of the anticipated benefits of the merger with Vivint
Solar, or the risk that the anticipated benefits of the acquisition may not be fully realized or take longer to
realize than expected;
the amount of any costs, fees, expenses, impairments and charges relating to the merger with Vivint Solar;
the availability of rebates, tax credits and other financial incentives, and decreases to federal solar tax credits;
determinations by the Internal Revenue Service 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 manage our supply chains and distribution channels and the impact of natural disasters and
other events beyond our control, such as the COVID-19 pandemic;
our industry’s, and specifically our, continued ability to manage costs (including, but not limited to, equipment
costs) associated with solar service offerings;
our strategic partnerships and expected benefits of such partnerships;
our ability to realize the anticipated benefits of past or future investments, strategic transactions, or
acquisitions, and risk that the integration of these acquisitions may disrupt our business and management;
the sufficiency of our cash, investment fund commitments and available borrowings to meet our anticipated
cash needs;
the expected size and time frame of our stock repurchase program;
our need and ability to raise capital, refinance existing debt, and finance our operations and solar energy
systems from new and existing investors;
the potential impact of interest rates on our interest expense;
our business plan and our ability to effectively manage our growth, including our rate of revenue 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, retention and continued
existence of qualified solar partners;
the impact of seasonality on our business;
our investment in research and development and new product offerings;
our ability to protect our intellectual property and customer data, as well as to maintain our brand;
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technical and capacity limitations imposed by power grid operators;
the willingness of and ability of our solar partners to fulfill their respective warranty and other contractual
obligations;
our ability to renew or replace expiring, cancelled or terminated Customer Agreements at favorable rates or
on a long-term basis;
the ability of our solar energy systems to operate or deliver energy for any reason, including if interconnection
or transmission facilities on which we rely become unavailable;
our expectations regarding certain performance objectives and the renewal rates and purchase value of our
solar energy systems after expiration of our Customer Agreements; and
the calculation of certain of our key financial and operating metrics and accounting policies.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including
those described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover,
we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is
not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. These risks and uncertainties may be amplified by the
ongoing COVID-19 pandemic, which has caused significant economic uncertainty and negative impacts on capital
and credit markets. The extent to which the COVID-19 pandemic impacts our business, operations, and financial
results, including the duration and magnitude of such effects, will depend on numerous factors, many of which are
unpredictable, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to
contain the pandemic or treat its impact, and how quickly and to what extent normal economic and operating
conditions can resume. In light of these risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this Annual Report on Form 10-K may not occur and actual results could differ
materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future
results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will
be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking
statements for any reason after the date of this Annual Report on Form 10-K to conform these statements to actual
results or to changes in our expectations, except as required by law.
You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report
on Form 10-K and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to this Annual
Report on Form 10-K with the understanding that our actual future results, levels of activity, performance, and
events and circumstances may be materially different from what we expect.
2
SELECTED RISKS AFFECTING OUR BUSINESS
Investing in our common stock involves numerous risks, including the risks described in “Part I, Item 1A. Risk
Factors”, of this Annual Report on Form 10-K. Below are some of these risks, any one of which could materially
adversely affect our business, financial condition, results of operations and prospects.
Selected Risks Related to the Impacts of COVID-19
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The COVID-19 pandemic has had and could continue to have an adverse impact on our business, operations
and the markets and communities in which we operate. Efforts to mitigate or contain the pandemic and the
resulting weakened economic conditions may disrupt and adversely affect our business.
Selected Risks Related to the Solar Industry
•
The solar energy industry is an emerging market which is constantly evolving and may not develop to the size
or at the rate we expect.
• We have historically benefited from declining costs in our industry, and our business and financial results may
be harmed not only as a result of any increases in costs associated with our solar service offerings but also
any failure of these costs to continue to decline as we currently expect. If we do not reduce our cost structure
in the future, our ability to continue to be profitable may be impaired.
• We face competition from traditional energy companies as well as solar and other renewable energy
companies.
Selected Risks Related to Our Operating Structure and Financing Activities
• We need to raise capital to finance the continued growth of our operations and solar service business. If
capital is not available to us on acceptable terms, as and when needed, our business and prospects would be
materially and adversely impacted. In addition, our business is affected by general economic conditions and
related uncertainties affecting markets in which we operate. Volatility in current economic conditions could
adversely impact our business, including our ability to raise financing.
•
Rising interest rates would adversely impact our business.
• We expect to incur substantially more debt in the future, which could intensify the risks to our business.
Selected Risks Related to Regulation and Policy
• We rely on net metering and related policies to offer competitive pricing to customers in all of our current
markets, and changes to such policies may significantly reduce demand for electricity from our solar service
offerings.
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Electric utility statutes and regulations and changes to such statutes or regulations may present technical,
regulatory and economic barriers to the purchase and use of our solar service offerings that may significantly
reduce demand for such offerings.
Regulations and policies related to rate design could deter potential customers from purchasing our solar
service offerings, reduce the value of the electricity our systems produce, and reduce any savings that our
customers could realize from our solar service offerings.
Selected Risks Related to Our Business Operations
• Our growth depends in part on the success of our relationships with third parties, including our solar partners.
• We and our solar partners depend on a limited number of suppliers of solar panels, batteries, and other
system components to adequately meet anticipated demand for our solar service offerings. Any shortage,
delay or component price change from these suppliers, or the acquisition of any of these suppliers by a
competitor, could result in sales and installation delays, cancellations and loss of market share.
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• We may not realize the anticipated benefits of past or future investments, strategic transactions, or
acquisitions, and integration of these acquisitions may disrupt our business and our management.
• Our results of operations may fluctuate from quarter to quarter, which could make our future performance
difficult to predict and could cause our results of operations for a particular period to fall below expectations,
resulting in a decline in the price of our common stock.
• Our actual financial results may differ materially from any guidance we may publish from time to time.
Selected Risks Related to Taxes and Accounting
• Our ability to provide our solar service offerings to customers on an economically viable basis depends in part
on our ability to finance these systems with fund investors who seek particular tax and other benefits.
•
If the Internal Revenue Service makes determinations that the fair market value of our solar energy systems is
materially lower than what we have claimed, we may have to pay significant amounts to our fund investors,
and our business, financial condition and prospects may be materially and adversely affected.
• Our business currently depends on the availability of utility rebates, tax credits and other benefits, tax
exemptions and other financial incentives. The expiration, elimination or reduction of these benefits, rebates,
or incentives could adversely impact our business.
If we are unable to adequately address these and other risks we face, our business may be harmed.
4
Item 1. Business.
Overview
PART I
Sunrun’s (the “Company”) mission is to provide our customers with clean, affordable solar energy and
storage, and a best-in-class customer experience. In 2007, we pioneered the residential solar service model,
creating a low-cost solution for customers seeking to lower their energy bills. By removing the high initial cost and
complexity of cash system sales that used to define the residential solar industry, we have fostered the industry’s
rapid growth and exposed an enormous market opportunity. Our relentless drive to increase the accessibility of
solar energy is fueled by our enduring vision: to create a planet run by the sun.
On October 8, 2020, we completed the acquisition of Vivint Solar, Inc. ("Vivint Solar") a leading full-service
residential solar provider in the United States, at an estimated purchase price of $5.0 billion, pursuant to an
Agreement and Plan of Merger, dated as of July 6, 2020, by and among Sunrun, Vivint Solar and Viking Merger
Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”). Further
information about the acquisition of Vivint Solar can be found in Note 3, Acquisitions to our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
We are engaged in the design, development, installation, sale, ownership and maintenance of residential
solar energy systems (“Projects”) in the United States. We provide clean, solar energy typically at savings
compared to traditional utility energy. Our primary customers are residential homeowners. We also offer battery
storage along with solar energy systems to our customers in select markets and sell our services to certain
commercial developers through our multi-family and new homes offerings. After inventing the residential solar
service model and recognizing its enormous market potential, we have built the infrastructure and capabilities
necessary to rapidly acquire and serve customers in a low-cost and scalable manner. Today, our scalable operating
platform provides us with a number of unique advantages. First, we are able to drive distribution by marketing our
solar service offerings through multiple channels, including our diverse partner network and direct-to-consumer
operations. This multi-channel model supports broad sales and installation capabilities, which together allow us to
achieve capital-efficient growth. Second, we are able to provide differentiated solutions to our customers that,
combined with a great customer experience, we believe will drive meaningful margin advantages for us over the
long term as we strive to create the industry’s most valuable and satisfied customer base.
Our core solar service offerings are provided through our lease and power purchase agreements, which we
refer to as our “Customer Agreements” and which provide customers with simple, predictable pricing for solar
energy that is insulated from rising retail electricity prices. While customers have the option to purchase a solar
energy system outright from us, most of our customers choose to buy solar as a service from us through our
Customer Agreements without the significant upfront investment of purchasing a solar energy system. With our
solar service offerings, we install solar energy systems on our customers’ homes and provide them the solar power
produced by those systems for typically a 20- or 25-year initial term. In addition, we monitor, maintain and insure
the system during the term of the contract. In exchange, we receive predictable cash flows from high credit quality
customers and qualify for tax and other benefits. We finance portions of these tax benefits and cash flows through
tax equity, non-recourse debt and project equity structures in order to fund our upfront costs, overhead and growth
investments. We develop valuable customer relationships that can extend beyond this initial contract term and
provide us an opportunity to offer additional services in the future, such as our home battery storage service. Since
our founding, we have continued to invest in a platform of services and tools to enable large scale operations for us
and our partner network, and these partners include solar integrators, sales partners, installation partners and other
strategic partners. The platform includes processes and software, as well as fulfillment and acquisition of marketing
leads. We believe our platform empowers new market entrants and smaller industry participants to profitably serve
our large and underpenetrated market without making the significant investments in technology and infrastructure
required to compete effectively against established industry players. Our platform provides the support for our multi-
channel model, which drives broad customer reach and capital-efficient growth.
5
Delivering a differentiated customer experience is core to our strategy. We emphasize a customized solution,
including a design specific to each customer’s home and pricing configurations that typically drive both customer
savings and value to us. We believe that our passion for engaging our customers, developing a trusted brand, and
providing a customized solar service offering resonates with our customers who are accustomed to a traditional
residential power market that is often overpriced and lacking in customer choice.
We have experienced substantial growth in our business and operations since our inception in 2007, as well
as through our acquisition of Vivint Solar on October 8, 2020. As of December 31, 2020, we operated the largest
fleet of residential solar energy systems in the United States. We have a Networked Solar Energy Capacity of 3,885
Megawatts as of December 31, 2020, which represents the aggregate megawatt production capacity of our solar
energy systems that have been recognized as deployments, from the company’s inception through the
measurement date. Our Gross Earning Assets as of December 31, 2020 were approximately $7.8 billion. Please
see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations
— Key Operating Metrics” for more details on how we calculate Networked Solar Energy Capacity and Gross
Earning Assets.
We also have a long track record of attracting low-cost capital from diverse sources, including tax equity and
debt investors. Since inception we have raised tax equity investment funds to finance the installation of solar energy
systems.
Our Multi-Channel Capabilities
Our unique, multi-channel capabilities offer consumers a compelling solar service through scalable, cost-
effective and consumer-friendly channels. Customers can access our products through three channels: direct-to-
consumer, solar partnerships and strategic partnerships.
Direct-to-Consumer
We sell solar service offerings and install solar energy systems for customers through our direct-to-consumer
channel. These solar energy systems are offered to customers either under a Customer Agreement or for purchase.
This channel consists of an online lead generation function, a telesales and field sales team, a direct-to-home sales
force, a retail sales team and an industry-leading installation organization.
Solar Partnerships
We contract with diverse solar organizations that act as either exclusive or non-exclusive (depending on the
terms of their contract with us) distributors of our solar service offerings and subcontractors for the installation of the
related solar energy systems. Because of our commitment to these solar organizations and our vested interest in
their success, we refer to them as our “solar partners,” although the actual legal relationship is that of an
independent contractor. Our solar partners include:
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•
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Solar integrators: trained and trusted partners who originate customers for our solar service offerings
and procure and install the solar energy systems on our customers’ homes on our behalf as our
subcontractors. Partnerships with solar integrators allow us to expand our brand, quickly enter new
markets and drive capital-efficient growth. We compensate our solar integrators on a per solar energy
system basis for generating Customer Agreements and the installation work they perform for us.
Sales partners: sales and lead generation partners who provide us with high-quality leads and
customers at competitive prices. We compensate our sales partners on a per customer basis for the
sales and lead generation services they perform for us. All contracts are between the customer and us,
based on a price set by us.
Installation partners: trusted installation partners who procure and install a subset of our solar energy
systems as our subcontractors and allow us to more efficiently deploy a mix of in-house and outsourced
installation capabilities. We compensate our installation partners on a per solar energy system basis for
the procurement of materials and installation work they perform for us. Installation partners are solely
our subcontractors and do not enter into any agreements with our customers.
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Our ability to connect specialized sales and installation firms on a single platform, which we license to our
solar partners at no cost, allows us to enjoy the benefits of vertical integration without the additional fixed cost
structure. This creates margin opportunities, system efficiencies and benefits from network effects in matching these
ecosystem participants.
Strategic Partnerships
Our strategic partnerships encompass relationships with new market entrants not previously engaged in solar,
including consumer marketing, retail and specialized energy retail companies. Our strategic partners find the
residential solar market attractive, but recognize that significant barriers to entry make partnerships the preferred
method to reach solar customers. Through these strategic arrangements, we typically market our solar service
offerings to the strategic partner’s customer base and install the solar energy systems directly or through one of our
solar partners. We manage the customer experience and retain the value of the economic relationship through the
term of the customer’s contract and potential renewal period. We have executed strategic partnerships in
competitive processes that give us access to millions of potential customers. As our industry grows, we believe that
our unique platform and deep partnership experience position us to be the partner of choice for new market
entrants. We believe that these broad strategic relationships will help us drive down our customer acquisition costs
and make solar accessible to even more customers.
The combination of direct-to-consumer, solar partnerships and strategic partnerships offers distinct
advantages. The direct-to-consumer channel allows us to scale rapidly, drive incremental unit costs down over the
long term, and refine operational processes to share with our partners. Our solar partnerships and strategic
partnerships enable nimble market entry and exit, while allowing for capital efficient growth. Together, this multi-
channel strategy supported by our open platform allows us to reach more customers with our leading solar service
without compromising our ability to provide exceptional customer service.
Customer Agreements
Since we were founded in 2007, we have been providing solar energy to residential customers at prices
typically below utility rates through a variety of offerings, most commonly through our leases and power purchase
agreements which we refer to as our “Customer Agreements.” Under our Customer Agreements, customers have
the right to use and consume all electricity produced by the solar energy system on a continuous basis. Most
Customer Agreements, other than those billed based on generation, entitle the customer to a refund for
underproduction below a guaranteed amount, which we refer to as our "performance guarantee." Either directly or
through a solar partner, we construct a solar energy system on a customer’s home which generates electricity at set
prices through Customer Agreements which typically have an initial term of 20 or 25 years. Rates for both forms of
our Customer Agreements can be fixed for the duration of the contract or escalated at a pre-determined percentage
annually. Upon installation, a system is interconnected to the local utility grid. The home’s energy usage is provided
by the solar energy system with any additional energy needs provided by the local utility. Any excess solar energy,
including amounts in excess of battery storage, that is not immediately used by our customers is exported to the
utility grid using a bi-directional utility net meter, and the customer generally receives a credit for this excess power
from their utility to offset future usage of utility-generated energy.
Although many of our customers choose to pay little-to-nothing upfront and instead receive a monthly bill,
some customers choose to prepay an amount upfront, thereby reducing their monthly bill. The amount of an upfront
payment is customized for each customer. Customers may also choose to fully prepay their 20- or 25-year
contracts. The prepayment amount is based on the estimated amount of the solar energy system’s output over the
typically 20- or 25-year term of the Customer Agreement. If the estimated production of the solar energy system is
less than the actual production for a given year after the first full one to two years of the agreement, prepaid
customers are refunded the difference at the end of each such year. If the solar energy system’s energy production
is in excess of the estimate, we allow customers to keep the excess energy at no charge. After the initial term of the
Customer Agreement, customers have 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, to purchase the system from us at its fair market
value, or have us remove the system.
Regardless of the type of Customer Agreement our customers choose, we operate the system and agree to
monitor and maintain it in good condition at no cost to the customer. We offer an industry-leading performance
guarantee to ensure that our customers are receiving the energy they expect at the price they expect. Our
customers also receive up to a ten-year warranty for roof penetrations.
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If a customer sells his or her home, the customer has the right to purchase the system or assign the
Customer Agreement to the new homeowner, provided the new homeowner meets our credit requirements and
agrees to be bound by the terms and conditions of the Customer Agreement. In connection with this service
transfer, the customer may prepay all or a portion of the remaining payments due under the Customer Agreement to
lower or eliminate the monthly rate to be paid by the new homeowner. If the customer fails to purchase the system
or assign the Customer Agreement to a new homeowner, we may negotiate directly with the new homeowner to
transfer the Customer Agreement (at times on modified terms) and/or look to the original customer to pay all
remaining payments due. We have completed thousands of service transfers and, from inception through
December 31, 2020, the aggregate expected net present value of the Customer Agreements once assigned
represented approximately 100% of what it was prior to assignment.
Sales and Marketing
We sell our solar energy offerings through a scalable sales organization using both a direct-to-consumer
approach across online, retail, mass media, digital media, canvassing, field marketing and referral channels as well
as our diverse partner network. We sell to customers over the phone, online, in the field through canvassing and in-
home sales and through our strategic retail sales partnerships. We also partner with sales-only organizations that
focus on direct-to-consumer marketing and sales on our behalf, typically with a Sunrun-branded offering at point of
sale, which further increases our brand and reach. We also generate sales volume through customer referrals.
Customer referrals increase in relation to our penetration in a market and shortly after market entry become an
increasingly effective way to market our solar energy systems. We believe that a customized, customer-focused
selling process is important before, during and after the sale of our solar services to maximize our sales success
and customer experience.
We train our sales team to customize their consultative presentation to the individual customer based on
guidelines and principles outlined in our training materials. We are able to provide our sales team with real-time data
and pricing tools through our proprietary technology which is designed to generate a tailored product offering with
optimized pricing based on the actual characteristics of a customer's home, including roof characteristics and
shading, as well as actual energy usage. This allows our sales team to differentially price homes in the same
geographic region quickly and effectively.
Supply Chain
We purchase equipment, including solar panels, inverters and batteries from a limited number of
manufacturers and suppliers. If we fail to maintain or expand our relationships with these suppliers and
manufacturers, or if one or more that we rely upon to meet anticipated demand reduces or ceases production, it
may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition, equipment prices may
increase in the coming years, or not decrease at the rates we historically have experienced, due to tariffs or other
factors. As discussed in Item 1A. Risk Factors---"We have historically benefited from declining costs in our industry,
and our business and financial results may be harmed not only as a result of any increases in costs associated with
our solar service offerings but also any failure of these costs to continue to decline as we currently expect. If we do
not reduce our cost structure in the future, our ability to continue to be profitable may be impaired.”--tariffs on both
solar modules and inverters were imposed beginning in 2018. While these tariffs have not had a material negative
impact on our business, we believe the tariffs were a contributing factor to smaller decreases to equipment costs
than we would have otherwise experienced in 2020.
Competition
We believe that our primary competitors are the traditional utilities that supply electricity to our potential
customers. We compete with these traditional utilities primarily based on price (cents per kilowatt hour),
predictability of future prices (by providing pre-determined annual price escalations), the backup power capabilities
of our BrightboxTM battery storage solution and the ease by which customers can switch to electricity generated by
our solar energy systems.
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We also compete with companies that are not regulated like traditional utilities but that have access to the
traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive
and consumer choice policies and with solar companies with business models that are similar to ours. Some
customers might choose to subscribe to a community solar project or renewable subscriber program with these
companies or their utilities, instead of installing a solar energy system on their home, which could affect our sales.
Additionally, some utilities offer generation portfolios that are increasingly renewable in nature. We believe that we
compete favorably with these companies based on our unique multi-channel approach and differentiated customer
experience.
We also face competition from purely finance-driven organizations that acquire customers and then
subcontract out the installation of solar energy systems, from installation businesses that seek financing from
external parties, from large construction companies and utilities and from sophisticated electrical and roofing
companies.
Intellectual Property
As of December 31, 2020, we had 42 issued patents and 16 filed patent applications in the United States and
foreign jurisdictions relating to a variety of aspects of our solar solutions. Our issued U.S. patents will expire 20
years from their respective filing dates, with the earliest expiring in 2029. We intend to file additional patent
applications as we continue to innovate through our research and development efforts.
Government Regulation
Although we are not regulated as a public utility in the United States under applicable national, state or other
local regulatory regimes where we conduct business, we compete primarily with regulated utilities. As a result, we
have developed and are committed to maintaining a policy team to focus on the key regulatory and legislative
issues impacting the entire industry. We believe these efforts help us better navigate local markets through
relationships with key stakeholders and facilitate a deep understanding of the national and regional policy
environment.
To operate our systems, we obtain interconnection permission from the applicable local primary electric utility.
Depending on the size of the solar energy system and local law requirements, interconnection permission is
provided by the local utility directly to us and/or our customers. In almost all cases, interconnection permissions are
issued on the basis of a standard process that has been pre-approved by the local public utility commission or other
regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required
once interconnection permission is given.
Our operations are subject to stringent and complex federal, state and local laws, including regulations
governing the occupational health and safety of our employees and wage regulations. For example, we are subject
to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), the U.S. Department
of Transportation (“DOT”), and comparable state laws that protect and regulate employee health and safety. We
endeavor to maintain compliance with applicable DOT, OSHA and other comparable government regulations.
However, we have in the past experienced workplace accidents and received citations from regulators resulting in
fines, as discussed in Item 1A. Risk Factors--"Compliance with occupational safety and health requirements and
best practices can be costly, and noncompliance with such requirements may result in potentially significant
penalties, operational delays and adverse publicity.” These incidents have not had a material impact on our
business or our relations with our employees.
Government Incentives
Federal, state and local government bodies provide incentives to owners, distributors, system integrators and
manufacturers of solar energy systems to promote solar energy in the form of rebates, tax credits, payments for
renewable energy credits associated with renewable energy generation and exclusion of solar energy systems from
property tax assessments. These incentives enable us to lower the price we charge customers for energy from, and
to lease, our solar energy systems, helping to catalyze customer acceptance of solar energy as an alternative to
utility-provided power. In addition, for some investors, the acceleration of depreciation creates a valuable tax benefit
that reduces the overall cost of the solar energy system and increases the return on investment.
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The federal government currently offers an investment tax credit (“Commercial ITC”) under Section 48(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), for the installation of certain solar power facilities
owned for business purposes. If construction on the facility began before January 1, 2020, the amount of the
Commercial ITC available is 30%, if construction began during 2020, 2021, or 2022 the amount of the Commercial
ITC available is 26%, and if construction begins during 2023 the amount of the Commercial ITC available is 22%.
The Commercial ITC steps down to 10% if construction of the facility begins after December 31, 2023 or if the
facility is not placed in service before January 1, 2026. The depreciable basis of a solar facility is also reduced by
50% of the amount of any Commercial ITC claimed. The Internal Revenue Service (the “IRS”) provided taxpayers
guidance in Notice 2018-59 for determining when construction has begun on a solar facility. This guidance is
relevant for any facilities which we seek to deploy in future years but take advantage of a higher tax credit rate
available for an earlier year. For example, we have sought to avail ourselves of the methods set forth in the
guidance to retain the 30% Commercial ITC that was available prior to January 1, 2020 by incurring certain costs
and taking title to equipment in 2019 or early 2020 and/or by performing physical work on components that will be
installed in solar facilities. From and after 2023, we may seek to avail ourselves of the 26% credit rate by using
these methods to establish the beginning of construction in 2020, 2021, or 2022 and we may plan to similarly further
utilize the program in future years if the Commercial ITC step down continues.
More than half of the states, and many local jurisdictions, have established property tax incentives for
renewable energy systems that include exemptions, exclusions, abatements and credits. Many states also have
adopted procurement requirements for renewable energy, and in 2018 the California Energy Commission and
California Building Standards Commission approved a standard for newly constructed single-family and multifamily
residences up to three stories tall to be solar-powered beginning in 2020. Approximately thirty states and the District
of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some
voluntary goal) that requires regulated utilities to procure a specified percentage of total electricity delivered in the
state from eligible renewable energy sources, such as solar energy systems, by a specified date. To prove
compliance with such mandates, utilities must surrender solar renewable energy credits (“SRECs”) to the applicable
authority. Solar energy system owners such as our investment funds often are able to sell SRECs to utilities directly
or in SREC markets.
While there are numerous federal, state and local government incentives that benefit our business, some
adverse interpretations or determinations of new and existing laws can have a negative impact on our business. For
example, in the state of Texas, the Court of Appeals for the Fifth District of Texas at Dallas recently held that a
personal property tax exemption on solar panels does not apply to solar panels that are leased (as opposed to
owned), and counties in that district have subjected our leased solar panels to personal property taxes. That
decision is currently being challenged; however, an adverse outcome will subject us to an increase in personal
property taxes. If we pass this additional tax on to our customers in the form of higher prices, it could reduce or
eliminate entirely any savings that these solar panels might otherwise provide to our customers in Texas.
Human Capital Management
We believe Sunrun’s employees are our core differentiators, embodying Sunrun values and a culture of
conscious leadership, coming together to do their best work every day to enable our vision of a "planet run by the
sun”.
At Sunrun, the foundation of all our talent programs and initiatives is fostering a culture of inclusive,
connected and innovative teams. In 2020, we focused on building a shared identity and strengthening our culture of
belonging, especially as we managed the integration of Vivint Solar and the challenges of COVID-19.
Conscious Leadership. To build a culture of inclusive leadership and develop our leaders, we recently
launched a multi-phased conscious leadership training strategy. We are undertaking a process, beginning with a
multi-month training, to build stronger leaders who are passionate about developing themselves and a strong
culture of thoughtful leadership throughout the Company.
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Diversity, Inclusion and Belonging. We believe that having a diverse workforce and an inclusive workplace
better positions us to respond to the unique needs of our customers. We strengthened our efforts by hiring a new
Head of Diversity, a new Head of Talent Management, and formed six Employee Resource Groups (ERGs) that
have grown to a membership of over 800 employees as of December 31, 2020. These ERGs promote connection
and communication among our employees, assist in the development and facilitation of programming that supports
personal and professional development while also supporting the company’s objectives. Annually, as part of our
larger impact report on environment, sustainability and governance, we share details on our strategies, focus areas,
outcomes achieved and workforce demographics.
Human Capital. As of December 31, 2020, we had approximately 8,500 full-time employees, inclusive of our
active direct-to-home salesforce. Our front-line sales and installation teams are 86% of our total workforce. We also
engage independent contractors and consultants. None of our employees are covered by collective bargaining
agreements. We have not experienced any work stoppages.
Supporting Our Employees through COVID-19. In response to COVID-19, we have established remote
working arrangements, including work-from-home for certain employees and provided safety policies and protocols
for our employees working in the field. Our management team has also implemented processes that facilitate
frequent virtual interaction between individual employees and employee groups. Our cross functional task-force
continues to monitor and recommend steps to help employees and our customers safely interact.
Corporate Information
Our principal executive offices are located at 225 Bush Street, Suite 1400, San Francisco, California 94104,
and our telephone number is (415) 580-6900. Our website address is www.sunrun.com. Information contained on,
or that can be accessed through, our website does not constitute part of this Annual Report on Form 10-K and
inclusions of our website address in this Annual Report on Form 10-K are inactive textual references only. We were
formed in 2007 as a California limited liability company, and converted in 2008 into a Delaware corporation.
The Sunrun design logo, “Sunrun”, "Brightbox" and our other registered or common law trademarks, service
marks or trade names appearing in this Annual Report on Form 10-K are the property of Sunrun Inc. Other
trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective
owners.
Available Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act. The SEC
maintains a website at www.sec.gov that contains reports, proxy and information statements and other information
that we file with the SEC electronically. Copies of our reports on Form 10-K, Forms 10-Q, Forms 8-K, and
amendments to those reports may also be obtained, free of charge, electronically on the investor relations page on
our website located at investors.sunrun.com as soon as reasonably practical after we file such material with, or
furnish it to, the SEC.
We also use the investor relations page on our website as a channel of distribution for important company
information. Important information, including press releases, analyst presentations and financial information
regarding us, as well as corporate governance information, is routinely posted and accessible on the investor
relations page on our website. Information on or that can be accessed through our website is not part of this Annual
Report on Form 10-K, and the inclusion of our website address is an inactive textual reference only.
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Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and
uncertainties described below, together with all of the other information in this Annual Report on Form 10-K,
including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our consolidated financial statements and related notes, before making a decision to invest in
our common stock. The risks and uncertainties described below may not be the only ones we face. If any of the
risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be
materially and adversely affected. In that event, the market price of our common stock could decline, and you
could lose part or all of your investment.
Risks Related to the Impacts of COVID-19
The COVID-19 pandemic has had and could continue to have an adverse impact on our business,
operations, and the markets and communities in which we operate. Efforts to mitigate or contain the
pandemic and the resulting weakened economic conditions may disrupt and adversely affect our
business.
The COVID-19 pandemic is having an unprecedented impact on the U.S. economy and has impacted our
business and created significant uncertainties for our industry and the economy in general. As COVID-19 continues
to spread and impact the country, effects such as the widespread growth in infections, travel restrictions,
quarantines, return-to-work restrictions, government regulations, and site closures have impacted and may
continue to impact our ability to staff sales and operations centers and install and maintain solar energy systems in
the field, as well as direct-to-home sales activities of our Vivint Solar business. The mutation of different strains of
the COVID-19 virus, potentially varying in degree of transmissibility and lethality, present further uncertainty, as
does the timing, distribution, and efficacy of the COVID-19 vaccines.
Due to these impacts and uncertainties, we have run multiple scenarios to stress test our business and
operations to evaluate the impact of significant reductions in demand, and restraints or regulations limiting our
ability to sell and/or install our products in some or all jurisdictions in which we operate. Given these developments
and mitigation measures that restrict certain paths to market our services, we have accelerated our transition to a
more digital sales-focused model and reduced the size of certain parts of our workforce, particularly in our retail
sales channels. We believe that the actions we have taken, and may continue to take in the future, to address
these impacts will better position our company to manage these risks; however, we cannot ensure that the steps
we have taken will be successful, and such steps may also disrupt our operations, impede our productivity, or
otherwise be ineffective in a rapidly changing environment.
We are further responding by taking steps to mitigate the potential risks to us posed by the spread of
COVID-19. For example, we have taken extra precautions for our employees who work in the field and for
employees who continue to work in our facilities, including implementing social distancing policies, and have
implemented work-from-home policies where appropriate. We have also implemented several protocols aimed at
safeguarding customers. Because we provide a critical service to our customers, we believe that we must take
steps aimed at keeping our employees and customers safe and minimizing unnecessary risk of exposure to the
virus. Even with the mitigation strategies we have employed, we may not be successful in limiting the spread of
COVID-19 among our employees or our customers, which could damage our reputation among our employee base
and among our customers and materially and adversely impact our business.
In an effort to curtail the spread of the disease, various state and local jurisdictions have adopted executive
orders, shelter-in-place orders, quarantines, and similar government orders and restrictions on the operations of
many businesses and industries. In many such jurisdictions, we have been deemed an essential service, allowing
us to continue our installation and field service operations. However, in 2020 certain jurisdictions temporarily
enacted restrictions that prevented our field sales and installations, and it is possible that other jurisdictions could
enact similar restrictions or curtail the scope of currently permitted operations. Following our acquisition of Vivint
Solar, the impact of these and any additional restrictive orders could have an additional material adverse impact on
our business given the importance of the direct-to-home sales model used by Vivint Solar.
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The COVID-19 pandemic has also led to significant volatility in global financial markets, which could
negatively affect our cost of and access to capital and could have an adverse impact on customer demand and the
financial health and credit risk associated with our customers. Future disruptions or instability in capital markets
could also negatively impact our ability to raise capital from third parties, such as tax equity partners, to grow our
business. In addition, a recession or market correction resulting from the COVID-19 pandemic could adversely
affect our business and the value of our common stock. The full economic impact of the pandemic and resulting
restrictive governmental orders is still not known. Our customers may face reduced income, unemployment or
increased medical bills as a result of the pandemic, which could negatively impact their ability to pay for our
services and may cause potential new customers to delay or choose not to engage in a dialogue with us about our
services, which may materially and adversely impact our business.
While COVID-19 has not significantly impacted our supply chain to date, we continue to monitor the
situation closely and are working closely with our solar partners and suppliers to develop contingency plans for
potential operations and supply chain interruptions.
The global COVID-19 pandemic continues to rapidly evolve. The ultimate impact of the pandemic is highly
uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business,
operations or the global economy as a whole. However, these effects could have a material impact on our
operations. We will continue to monitor developments affecting our workforce, our customers, and our business
operations generally and will take additional actions that we determine are necessary in order to mitigate the
impacts, however, any steps we take may be inadequate and, as a result, our business may be harmed.
Risks Related to the Solar Industry
The solar energy industry is an emerging market which is constantly evolving and may not develop to the
size or at the rate we expect.
The solar energy industry is an emerging and constantly evolving market opportunity. We believe the solar
energy industry will still take several years to fully develop and mature, and we cannot be certain that the market will
grow to the size or at the rate we expect. For example, we have experienced increases in cancellations of our
Customer Agreements in certain geographic markets during certain periods in our operating history. Any future
growth of the solar energy market and the success of our solar service offerings depend on many factors beyond
our control, including recognition and acceptance of the solar service market by consumers, the pricing of
alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and
other incentives, and our ability to provide our solar service offerings cost-effectively. If the markets for solar energy
do not develop to the size or at the rate we expect, our business may be adversely affected.
Solar energy has yet to achieve broad market acceptance and depends in part on continued support in the
form of rebates, tax credits, and other incentives from federal, state and local governments. If this support
diminishes materially, our ability to obtain external financing on acceptable terms, or at all, could be materially
adversely affected. These types of funding limitations could lead to inadequate financing support for the anticipated
growth in our business. Furthermore, growth in residential solar energy depends in part on macroeconomic
conditions, retail prices of electricity and customer preferences, each of which can change quickly. Declining
macroeconomic conditions, including in the job markets and residential real estate markets, could contribute to
instability and uncertainty among customers and impact their financial wherewithal, credit scores or interest in
entering into long-term contracts, even if such contracts would generate immediate and long-term savings.
Furthermore, market prices of retail electricity generated by utilities or other energy sources could decline for
a variety of reasons, as discussed further below. Any such declines in macroeconomic conditions, changes in retail
prices of electricity or changes in customer preferences would adversely impact our business.
We have historically benefited from declining costs in our industry, and our business and financial results
may be harmed not only as a result of any increases in costs associated with our solar service offerings but
also any failure of these costs to continue to decline as we currently expect. If we do not reduce our cost
structure in the future, our ability to continue to be profitable may be impaired.
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Declining costs related to raw materials, manufacturing and the sale and installation of our solar service
offerings have been a key driver in the pricing of our solar service offerings and, more broadly, customer adoption of
solar energy. While historically the prices of solar panels and raw materials have declined, the cost of solar panels
and raw materials could increase in the future, and such products’ availability could decrease, due to a variety of
factors, including restrictions stemming from the COVID-19 pandemic, tariffs and trade barriers, export regulations,
regulatory or contractual limitations, industry market requirements, and changes in technology and industry
standards.
For example, we and our solar partners purchased a significant portion of the solar panels used in our solar
service offerings from overseas manufacturers. In January 2018, in response to a petition filed under Section 201 of
the Trade Act of 1974, President Trump imposed four-year tariffs on imported solar modules and imported solar
cells not assembled into other products (the “Section 201 Module Tariffs”) that apply to all imports above a 2.5
gigawatts (GW) annual threshold. The Section 201 Module Tariffs were 30% in 2018 and stepped down by 5%
annually in the second, third and fourth years. In October 2020, President Trump issued a proclamation increasing
the tariff from 15% to 18% for 2021, the final year under the original Sec. 201 proclamation imposing the tariffs.
Additionally, President Trump authorized the U.S. Trade Representative (USTR) to file a petition to extend the Sec.
201 tariffs, a decision on which could be made in the coming months.
The United States and China each imposed additional new tariffs in 2018 on various products imported from
the other country. These include an additional 25% tariff on solar panels and cells that are manufactured in China
and a tariff on inverters, certain batteries and other electrical equipment initially set at 10%. In May 2019, the 10%
tariff was increased to 25%, and the Trump administration threatened additional incremental increases. The United
States also has, from time to time, announced potential tariffs on goods imported from other countries. We cannot
predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and
other countries, what products may be subject to such actions, or what actions may be taken by the other countries
in retaliation. The tariffs described above, the adoption and expansion of trade restrictions, the occurrence of a trade
war, or other governmental action related to tariffs, trade agreements or related policies have the potential to
adversely impact our supply chain and access to equipment, our costs and ability to economically serve certain
markets. Any such cost increases or decreases in availability could slow our growth and cause our financial results
and operational metrics to suffer. We cannot predict whether and to what extent U.S. trade policies will change
under the Biden administration and cannot ensure that additional tariffs or other restrictive measures will not
continue or increase.
Other factors may also impact costs, such as our choice to make significant investments to drive growth in
the future.
We face competition from traditional energy companies as well as solar and other renewable energy
companies.
The solar energy industry is highly competitive and continually evolving as participants strive to distinguish
themselves within their markets and compete with large utilities. We believe that our primary competitors are the
established utilities that supply energy to homeowners by traditional means. We compete with these utilities
primarily based on price, predictability of price, and the ease by which homeowners can switch to electricity
generated by our solar service offerings. If we cannot offer compelling value to customers based on these factors,
then our business and revenue will not grow. Utilities generally have substantially greater financial, technical,
operational and other resources than we do. As a result of their greater size, utilities may be able to devote more
resources to the research, development, promotion and sale of their products or respond more quickly to evolving
industry standards and changes in market conditions than we can. Furthermore, these competitors are able to
devote substantially more resources and funding to regulatory and lobbying efforts.
Utilities could also offer other value-added products or services that could help them compete with us even if
the cost of electricity they offer is higher than ours. In addition, a majority of utilities’ sources of electricity are non-
solar, which may allow utilities to sell electricity more cheaply than we can. Moreover, regulated utilities are
increasingly seeking approval to “rate-base” their own residential solar and storage businesses. Rate-basing means
that utilities would receive guaranteed rates of return for their solar and storage businesses. This is already
commonplace for utility scale solar projects and commercial solar projects. While few utilities to date have received
regulatory permission to rate-base residential solar or storage, our competitiveness would be significantly harmed
should more utilities receive such permission because we do not receive guaranteed profits for our solar service
offerings.
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We also face competition from other residential solar service providers. Some of these competitors have a
higher degree of brand name recognition, differing business and pricing strategies, and greater capital resources
than we have, as well as extensive knowledge of our target markets. If we are unable to establish or maintain a
consumer brand that resonates with customers, maintain high customer satisfaction, or compete with the pricing
offered by our competitors, our sales and market share position may be adversely affected, as our growth is
dependent on originating new customers. We also face competitive pressure from companies that may offer lower-
priced consumer offerings than we do.
In addition, we compete with companies that are not regulated like traditional utilities but that have access to
the traditional utility electricity transmission and distribution infrastructure. These energy service companies are able
to offer customers electricity supply-only solutions that are competitive with our solar service offerings on both price
and usage of solar energy technology while avoiding the long-term agreements and physical installations that our
current fund-financed business model requires. This may limit our ability to attract customers, particularly those who
wish to avoid long-term contracts or have an aesthetic or other objection to putting solar panels on their roofs.
Furthermore, we face competition from purely finance-driven nonintegrated competitors that subcontract out
the installation of solar energy systems, from installation businesses (including solar partners) that seek financing
from external parties, from large construction companies and from electrical and roofing companies. In addition,
local installers that might otherwise be viewed as potential solar partners may gain market share by being able to be
the first providers in new local markets. Some of these competitors may provide energy at lower costs than we do.
Finally, as declining prices for solar panels and related equipment has resulted in an increase in consumers
purchasing instead of leasing solar energy systems, we face competition from companies that offer consumer loans
for these solar panel purchases.
As the solar industry grows and evolves, we will continue to face existing competitors as well as new
competitors who are not currently in the market (including those resulting from the consolidation of existing
competitors) that achieve significant developments in alternative technologies or new products such as storage
solutions, loan products, or other programs related to third-party ownership. Our failure to adapt to changing market
conditions, to compete successfully with existing or new competitors and to adopt new or enhanced technologies
could limit our growth and have a material adverse effect on our business and prospects.
A material drop in the retail price of utility-generated electricity or electricity from other sources would harm
our business, financial condition, and results of operations.
A customer’s decision to buy solar energy from us is impacted by a desire to lower electricity costs.
Decreases in the retail prices of electricity from utilities or other energy sources would harm our ability to offer
competitive pricing and could harm our business. The price of electricity from utilities could decrease as a result of:
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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;
energy conservation technologies and public initiatives to reduce electricity consumption;
development of new energy technologies that provide less expensive energy, including storage; and
utility rate adjustments and customer class cost reallocation.
A reduction in utility electricity prices would make the purchase of our solar service offerings less attractive. If
the retail price of energy available from utilities were to decrease due to any of these or other reasons, we would be
at a competitive disadvantage. As a result, we may be unable to attract new customers and our growth would be
limited.
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The production and installation of solar energy systems depends heavily on suitable meteorological and
environmental conditions. If meteorological or environmental conditions are unexpectedly unfavorable,
the electricity production from our solar service offerings may be below our expectations, and our ability
to timely deploy new systems may be adversely impacted.
The energy produced and revenue and cash flows generated by a solar energy system depend on suitable
solar and weather conditions, both of which are beyond our control. Furthermore, components of our systems, such
as panels and inverters, could be damaged by severe weather or natural catastrophes, such as hailstorms,
tornadoes, fires, or earthquakes. In these circumstances, we generally would be obligated to bear the expense of
repairing the damaged solar energy systems that we own. Sustained unfavorable weather or environmental
conditions also could unexpectedly delay the installation of our solar energy systems, leading to increased
expenses and decreased revenue and cash flows in the relevant periods. Extreme weather conditions, as well as
the natural catastrophes that could result from such conditions, can severely impact our operations by delaying the
installation of our systems, lowering sales, and causing a decrease in the output from our systems due to smoke or
haze. Weather patterns could change, making it harder to predict the average annual amount of sunlight striking
each location where our solar energy systems are installed. This could make our solar service offerings less
economical overall or make individual systems less economical. Any of these events or conditions could harm our
business, financial condition, and results of operations.
Climate change may have long-term impacts on our business, our industry, and the global economy.
Climate change poses a systemic threat to the global economy and will continue to do so until our society
transitions to renewable energy and decarbonizes. While our core business model seeks to accelerate this
transition to renewable energy, there are inherent climate-related risks to our business operations. Warming
temperatures throughout the United States, and in California in particular, have contributed to extreme weather,
intense drought, and increased wildfire risks. These events have the potential to disrupt our business, our third-party
suppliers, and our customers, and may cause us to incur additional operational costs. For instance, natural
disasters and extreme weather events associated with climate change can impact our operations by delaying the
installation of our systems, leading to increased expenses and decreased revenue and cash flows in the period.
They can also cause a decrease in the output from our systems due to smoke or haze. Additionally, if weather
patterns significantly shift due to climate change, it may be harder to predict the average annual amount of sunlight
striking each location where our solar energy systems are installed. This could make our solar service offerings less
economical overall or make individual systems less economical.
Our corporate mission is to create a planet run by the sun, and we seek to mitigate these climate-related risks
not only through our core business model and sustainability initiatives, but also by working with organizations who
are also focused on mitigating their own climate-related risks.
Risks Related to Our Operating Structure and Financing Activities
We need to raise capital to finance the continued growth of our operations and solar service business. If
capital is not available to us on acceptable terms, as and when needed, our business and prospects would
be materially and adversely impacted. In addition, our business is affected by general economic conditions
and related uncertainties affecting markets in which we operate. Volatility in current economic conditions
could adversely impact our business, including our ability to raise financing.
Our future success depends on our ability to raise capital from third parties to grow our business. To date,
we have funded our business principally through low-cost tax equity investment funds. If we are unable to
establish new investment funds when needed, or upon desirable terms, the growth of our solar service business
would be impaired. Changes in tax law could also affect our ability to establish such tax equity investment funds,
impact the terms of existing or future funds, or reduce the pool of capital available for us to grow our business.
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The contract terms in certain of our existing investment fund documents contain various conditions with
respect to our ability to draw on financing commitments from the fund investors, including conditions that restrict
our ability to draw on such commitments if an event occurs that could reasonably be expected to have a material
adverse effect on the fund or, in some instances, us. If we are not able to satisfy such conditions due to events
related to our business, a specific investment fund, developments in our industry, including tax or regulatory
changes, or otherwise, and as a result, we are unable to draw on existing funding commitments, we could
experience a material adverse effect on our business, liquidity, financial condition, results of operations and
prospects. If any of the investors that currently invest in our investment funds decide not to invest in future
investment funds to finance our solar service offerings due to general market conditions, concerns about our
business or prospects or any other reason, or materially change the terms under which they are willing to provide
future financing, we would need to identify new investors to invest in our investment funds and our cost of capital
may increase.
In addition, our business and results of operations are materially affected by conditions in the global capital
markets and the economy. A general slowdown or volatility in current economic conditions, stemming from the
COVID-19 pandemic, the level of U.S. national debt, currency fluctuations, unemployment rates, the availability
and cost of credit, the U.S. housing market, tariffs, trade wars, inflation levels, interest rates, energy costs, and
concerns over a slowing economy or other factors, could adversely affect our business, including our ability to
raise financing.
There can be no assurance that we will be able to continue to successfully access capital in a manner that
supports the growth of our business. Certain sources of capital may not be available in the future, and competition
for any available funding may increase. We cannot be sure that we will be able to maintain necessary levels of
funding without incurring high funding costs, unfavorable changes in the terms of funding instruments or the
liquidation of certain assets. If we are unable to continue to offer a competitive investment profile, we may lose
access to these funds or they may only be available on less favorable terms than those provided to our competitors
or currently provided to us. If we are unable to arrange new or alternative methods of financing on favorable terms,
our business, liquidity, financial condition, results of operations, and prospects could be materially and adversely
affected.
Rising interest rates would adversely impact our business.
Rising interest rates may increase our cost of capital. Our future success depends on our ability to raise
capital from fund investors and obtain secured lending to help finance the deployment of our solar service
offerings. Part of our business strategy is to seek to reduce our cost of capital through these arrangements to
improve our margins, offset reductions in government incentives and maintain the price competitiveness of our
solar service offerings. Rising interest rates may have an adverse impact on our ability to offer attractive pricing on
our solar service offerings to customers, which could negatively impact sales of our solar energy offerings.
The majority of our cash flows to date have been from solar service offerings under Customer Agreements
that have been monetized under various investment fund structures. One of the components of this monetization
is the present value of the payment streams from customers who enter into these Customer Agreements. If the
rate of return required by capital providers, including debt providers, rises as a result of a rise in interest rates, it
will reduce the present value of the customer payment stream and consequently reduce the total value derived
from this monetization. Any measures that we could take to mitigate the impact of rising interest rates on our
ability to secure third-party financing could ultimately have an adverse impact on the value proposition that we
offer customers.
We expect to incur substantially more debt in the future, which could intensify the risks to our business.
We and our subsidiaries expect to incur additional debt in the future, subject to the restrictions contained in
our debt instruments. Some of our existing debt arrangements restrict our ability to incur additional indebtedness,
including secured indebtedness, and we may be subject to similar restrictions under the terms of future debt
arrangements. These restrictions could inhibit our ability to pursue our business strategies. Increases in our
existing debt obligations would further heighten the debt related risk discussed above.
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Furthermore, there is no assurance that we will be able to enter into new debt instruments on acceptable
terms or at all. If we were unable to satisfy financial covenants and other terms under existing or new instruments,
or obtain waivers or forbearance from our lenders, or if we were unable to obtain refinancing or new financings for
our working capital, equipment, and other needs on acceptable terms if and when needed, our business would be
adversely affected.
We may be required to make payments or contribute assets to our investors upon the occurrence of
certain events, including one-time reset or true-up payments or upon the exercise of a redemption option
by one of our tax equity investors.
Our investors in our tax equity investment funds typically advance capital to us based on, among other
things, production capacity estimates. The models we use to calculate prepayments in connection with certain of
our tax equity investment funds are updated at a fixed date occurring after placement in service of all applicable
solar energy systems or an agreed upon date (typically within the first year of the applicable term) to reflect
certain specified conditions, as they exist at such date including the ultimate system size of the equipment that
was sold or leased to the tax equity investment fund, the cost thereof, and the date the equipment went into
service. In some cases, these true-up models also incorporate any changes in law, which would include any
reduction in rates (and thus any reduction in the benefits of depreciation). As a result of this true-up, applicable
payments are resized, and we may be obligated to refund a portion of the tax equity investor’s prepayments or to
contribute additional assets to the tax equity investment fund. In addition, certain of our tax equity fund investors
have the right to require us to purchase their interests in the tax equity investment funds after a set period of time,
generally at a price equal to the greater of a set purchase price or fair market value of the interests at the time of
the repurchase. Any significant refunds, capital contributions, or purchases that we may be required to make
could adversely affect our liquidity or financial condition.
Loan financing developments could adversely impact our business.
The third-party ownership structure, which we bring to market through our solar service offerings, continues
to be the predominant form of system ownership in the residential solar market in many states. However, with the
development of new loan financing products, we have seen a modest shift from leasing and power purchase
arrangements to outright purchases of the solar energy system by the customer (i.e., a customer purchases the
solar energy system outright instead of leasing the system or buying power from us). Continued increases in third-
party loan financing products and outright purchases could result in the demand for long-term Customer
Agreements to decline, which would require us to shift our product focus to respond to the market trend and could
have an adverse effect on our business. In 2020, 2019, and 2018, the majority of our customers chose our solar
service offerings as opposed to buying a solar energy system outright. Our financial model is impacted by the
volume of customers who choose our solar service offerings, and an increase in the number of customers who
choose to purchase solar energy systems (whether for cash or through third-party financing) may harm our
business and financial results.
Additionally, as discussed above, further reductions in the Commercial ITC as scheduled may impact the
attractiveness of solar energy to certain customers and could potentially harm our business. Further reductions in,
eliminations of, or expirations of, governmental incentives such as the Residential Energy Efficiency Tax Credit
could reduce the number of customers who choose to purchase our solar energy systems.
Servicing our debt requires a significant amount of cash to comply with certain covenants and satisfy
payment obligations, and we may not have sufficient cash flow from our business to pay our substantial
debt and may be forced to take other actions to satisfy our obligations under our indebtedness, which may
not be successful.
We have substantial amounts of debt, including our Notes, the working capital facility and the non-recourse
debt facilities entered into by our subsidiaries, as discussed in more detail in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial
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statements, in each case, included in this periodic report. Our ability to make scheduled payments of the principal
of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to
economic, financial, competitive, and other factors beyond our control. Our business may not continue to generate
cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures to
operate our business. If we are unable to generate such cash flow, we may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be
onerous or highly dilutive. Our ability to timely repay or otherwise refinance our indebtedness will depend on the
capital markets and our financial condition at such time. We may not be able to engage in any of these activities
or engage in these activities on desirable terms, which could result in a default on our debt obligations and
negatively impact our financial condition and prospects.
Indebtedness under our Bank Line of Credit and certain of our Senior and Subordinated Debt Facilities
bear interest at variable interest rates based on LIBOR. Changes in the method of determining LIBOR, or
the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates on our
current or future indebtedness and may otherwise adversely affect our financial condition and results of
operations.
In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced that it
intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative
Reference Rates Committee (“ARRC”) in the U.S. has proposed that the Secured Overnight Financing Rate
(“SOFR”) is the rate that represents best practice as the alternative to the U.S. dollar LIBOR for use in derivatives
and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition
plan to SOFR from U.S. dollar LIBOR and organizations are currently working on industry-wide and company-
specific transition plans as relating to derivatives and cash markets exposed to U.S. dollar LIBOR. We have
certain financial contracts, including our Bank Line of Credit and many of our Senior and Subordinated Debt
Facilities, that are indexed to U.S. dollar LIBOR. Furthermore, changes in the method of determining LIBOR, or
the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates on our current or
future indebtedness. Any transition process may involve, among other things, increased volatility or illiquidity in
markets for instruments that rely on LIBOR, reductions in the value of certain instruments or the effectiveness of
related transactions such as hedges, increased borrowing costs, uncertainty under applicable documentation, or
difficult and costly consent or amendment processes. We are monitoring this activity and evaluating the related
risks, and any such effects of the transition away from LIBOR may result in increased expenses, may impair our
ability to refinance our indebtedness or hedge our exposure to floating rate instruments, or may result in
difficulties, complications or delays in connection with future financing efforts, any of which could adversely affect
our financial condition and results of operations.
We may not have the ability to raise the funds necessary to settle conversions of the Senior Convertible
Notes in cash or to repurchase the Senior Convertible Notes upon a fundamental change, and our future
debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Senior
Convertible Notes.
Holders of the Senior Convertible Notes (the “Notes”) will have the right to require us to repurchase all or a
portion of their Notes upon the occurrence of a fundamental change under the indenture, which includes certain
events such as a change of control, before the maturity date at a fundamental change repurchase price equal to
100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any. In
addition, upon conversion of the Notes, unless we elect to deliver solely shares of our common stock to settle
such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make
cash payments in respect of the Notes being converted. However, we may not have enough available cash or be
able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay
cash for Notes being converted. In addition, our ability to repurchase the Notes or to pay cash upon conversions
of the Notes may be limited by law, by regulatory authority or by agreements governing our indebtedness at the
time.
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Our failure to repurchase Notes at a time when the repurchase is required by the indenture governing such
Notes or to pay any cash payable on future conversions of the Notes as required by the indenture would
constitute a default. A default under the indenture or the fundamental change itself could also lead to a default
under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness
were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the
indebtedness and repurchase the Notes or make cash payments upon conversions thereof.
We are subject to counterparty risk with respect to the capped call transactions.
In connection with our issuance of the Notes in January 2021, we entered into privately negotiated capped
call transactions (the “Capped Call transactions”) with certain financial institutions (the "option counterparties"). The
option counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk
that one or more of such option counterparties may default under the Capped Call transactions. Our exposure to
the credit risk of the option counterparties will not be secured by any collateral. If any option counterparty becomes
subject to bankruptcy or other insolvency proceedings, with respect to such option counterparty’s obligations under
the relevant Capped Call transaction, we will become an unsecured creditor in those proceedings with a claim
equal to our exposure at that time under such transaction. Our exposure will depend on many factors but,
generally, an increase in our exposure will be positively correlated to an increase in our common stock market
price and in the volatility of the market price of our common stock. In addition, upon a default by any of the option
counterparties, we may suffer adverse tax consequences and dilution with respect to our common stock. We can
provide no assurance as to the financial stability or viability of any of the option counterparties.
Risks Related to Regulation and Policy
We rely on net metering and related policies to offer competitive pricing to customers in all of our
current markets, and changes to such policies may significantly reduce demand for electricity from
our solar service offerings.
As of December 31, 2020, a substantial majority of states have adopted net metering policies. Net metering
policies are designed to allow homeowners to serve their own energy load using on-site generation. Electricity that
is generated by a solar energy system and consumed on-site avoids a retail energy purchase from the applicable
utility, and excess electricity that is exported back to the electric grid generates a retail credit within a homeowner’s
monthly billing period. At the end of the monthly billing period, if the homeowner has generated excess electricity
within that month, the homeowner typically carries forward a credit for any excess electricity to be offset against
future utility energy purchases. At the end of an annual billing period or calendar year, utilities either continue to
carry forward a credit, or reconcile the homeowner’s final annual or calendar year bill using different rates (including
zero credit) for the exported electricity.
Utilities, their trade associations, and fossil fuel interests in the country are currently challenging net metering
policies, and seeking to eliminate them, cap them, reduce the value of the credit provided to homeowners for
excess generation, or impose charges on homeowners that have net metering. For example, on April 14, 2020, the
New England Ratepayers Association filed a petition with the Federal Energy Regulatory Commission (“FERC”),
asking it to assert exclusive federal jurisdiction over state net metering programs. Such a declaratory order, if
granted, would have encouraged legal challenges to state net metering programs and could have reduced the bill
credits customers receive for the electricity they export to the grid. On July 16, 2020, FERC dismissed the petition
unanimously on procedural grounds, but at least one commissioner indicated that FERC could revisit the issue of
net metering jurisdiction in the future.
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In October 2015 the Hawaii Public Utilities Commission (the “Hawaii Commission”) issued an order that
eliminates net metering for all new homeowners. All existing net metering customers and customers who submitted
net metering applications before October 12, 2015 are grandfathered indefinitely under the old rules. Interim tariffs
currently exist in Hawaii. Permanent tariffs are currently under consideration by the Hawaii Commission, and
customers on the interim tariff may be switched over to these newer tariffs. We continue to sell, build, and service
systems in Hawaii. The new programs in Hawaii are more complex, which decreases certainty in the economic
value proposition we provide to customers and potentially slows down market growth. Recent proposals submitted
by utility companies have proposed significant changes to the marketplace, such as utility ownership/control over
solar systems, which may further detrimentally impact the economic value proposition to customers and slow down
market growth.
In addition, in early 2016 we ceased new installations in Nevada in response to the elimination of net
metering by the Public Utilities Commission of Nevada (“PUCN”). However, in September 2016, the PUCN issued
an order making customers eligible for the prior net metering rules if they had installed a solar energy system or had
submitted a net metering application prior to December 31, 2015. Furthermore, in June 2017, Nevada enacted
legislation, AB 405, that restores net metering at a reduced credit and guarantees new customers receive the net
metering rate in effect at the time they applied for interconnection for 20 years. As another example, in December
2016, the Arizona Corporation Commission (“ACC”) issued a decision to eliminate net metering for new solar
customers and replace it with a net-feed in tariff (a fixed export rate). In May 2018, Connecticut enacted legislation
to end the state’s net metering program upon the conclusion of the Residential Solar Investment Program, and
replace it with two yet-to-be-determined rate structures. On June 28, 2019, legislation was signed into law delaying
the implementation of these programs and continuing Connecticut’s net metering program through the end of 2021.
In November 2017, the Utah Public Service Commission (“Utah PSC”) approved a settlement between the solar
industry and Rocky Mountain Power, the main investor-owned utility in Utah. The agreement reduced the
compensation customers receive for power exported to the grid by about 10% below the retail rate. The Utah PSC
then initiated a case to quantify the value of power exported from behind-the-meter solar energy systems. In
December 2020, after a three-year case, the Utah PSC established a new compensation rate at roughly 45% below
the average retail rate.
Some states set limits on the total percentage of a utility’s customers that can adopt net metering. For
example, South Carolina had a net metering cap that was eliminated in May 2019 when South Carolina enacted the
Energy Freedom Act. The new law allows for regulatory review of net metering after two years, with changes to rate
design to occur in June 2021. While Sunrun and Duke Energy have reached a settlement in South Carolina, the
state’s Public Service Commission has not yet approved the deal. Conversely, Dominion has filed an anti-net energy
metering plan that we will oppose strongly. Illinois has a threshold that triggers a commission process to determine
what valuation of solar comes after net metering rate design. New Jersey currently has no net metering cap;
however, it has a threshold that triggers commission review of its net metering policy. These policies could be
subject to change in the future, and other states we serve now or in the future may adopt net metering caps. If the
net metering caps in these jurisdictions are reached without an extension of net metering policies, homeowners in
those jurisdictions will not have access to the economic value proposition net metering provides. Our ability to sell
our solar service offerings may be adversely impacted by the failure to extend existing limits to net metering or the
elimination of currently existing net metering policies. The failure to adopt a net metering policy where it currently is
not in place would pose a barrier to entry in those states. Additionally, the imposition of charges that only or
disproportionately impact homeowners that have solar energy systems, or the introduction of rate designs
mentioned above, would adversely impact our business.
California’s Public Utilities Commission (“CPUC”) has made changes to rate design for solar customers, such
as adopting "time of use" rates with different electricity prices during peak and off peak hours, as well as
modifications to the minimum bill for solar customers. The CPUC is revisiting its net metering policy in a proceeding
that began in the third quarter of 2020 and is expected to conclude near the end of 2021 and not take effect until
sometime in 2022. The California investor-owned utilities, along with other parties, are seeking to reduce the level
of compensation for customer-owned generation and to impose grid access fees on solar customers. Similarly,
certain California municipal utilities, which are not regulated by the CPUC and would not be governed by the
CPUC's net metering policy, have also announced they plan to review their net metering policies.
Electric utility statutes and regulations and changes to such statutes or regulations may present technical,
regulatory and economic barriers to the purchase and use of our solar service offerings that may
significantly reduce demand for such offerings.
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Federal, state and local government statutes and regulations concerning electricity heavily influence the
market for our solar service offerings and are constantly evolving. These statutes, regulations, and administrative
rulings relate to electricity pricing, net metering, consumer protection, incentives, taxation, competition with utilities,
and the interconnection of homeowner-owned and third party-owned solar energy systems to the electrical grid.
These statutes and regulations are constantly evolving. Governments, often acting through state utility or public
service commissions, change and adopt different rates for residential customers on a regular basis and these
changes can have a negative impact on our ability to deliver savings, or energy bill management, to customers.
In addition, many utilities, their trade associations, and fossil fuel interests in the country, which have
significantly greater economic, technical, operational, and political resources than the residential solar industry, are
currently challenging solar-related policies to reduce the competitiveness of residential solar energy. Any adverse
changes in solar-related policies could have a negative impact on our business and prospects.
Regulations and policies related to rate design could deter potential customers from purchasing our solar
service offerings, reduce the value of the electricity our systems produce, and reduce any savings that our
customers could realize from our solar service offerings.
All states regulate investor-owned utility retail electricity pricing. In addition, there are numerous publicly
owned utilities and electric cooperatives that establish their own retail electricity pricing through some form of
regulation or internal process. These regulations and policies could deter potential customers from purchasing our
solar service offerings. For example, some utilities in states such as Arizona and Utah have sought and secured
rate design changes that reduce credit for residential solar exports to below the retail rate and impose new charges
for rooftop solar customers. Utilities in additional states may follow suit. Such rate changes can include changing
rates to charge lower volume-based rates—the rates charged for kilowatt hours of electricity purchased by a
residential customer—while raising unavoidable fixed charges that a homeowner is subject to when they purchase
solar energy from third parties, and levying charges on homeowners based on their point of maximum demand
during a month (referred to as “demand charge”). For example, the Arizona Public Service Company offers
residential demand charge rate plans and if our solar customers have subscribed to those plans, they may not
realize typical savings from our offerings. These forms of rate design could adversely impact our business by
reducing the value of the electricity our solar energy systems produce compared to retail net metering, and reducing
any savings customers realize by purchasing our solar service offerings. These proposals could continue or be
replicated in other states. In addition to changes in general rates charged to all residential customers, utilities are
increasingly seeking solar-specific charges (which may be fixed charges, capacity-based charges, or other rate
charges). Any of these changes could materially reduce the demand for our offerings and could limit the number of
markets in which our offerings are competitive with electricity provided by the utilities.
We are not currently regulated as a utility under applicable laws, but we may be subject to regulation as a
utility in the future or become subject to new federal and state regulations for any additional solar service
offerings we may introduce in the future.
Most federal, state, and municipal laws do not currently regulate us as a utility. As a result, we are not subject
to the various regulatory requirements applicable to U.S. utilities. However, any federal, state, local or other
applicable regulations could place significant restrictions on our ability to operate our business and execute our
business plan by prohibiting or otherwise restricting our sale of electricity. These regulatory requirements could
include restricting our sale of electricity, as well as regulating the price of our solar service offerings. For example,
the New York Public Service Commission and the Illinois Power Agency have issued orders regulating distributed
energy providers in certain ways as if they were energy service companies, which increases the regulatory
compliance burden for us in such states. If we become subject to the same regulatory authorities as utilities in other
states or if new regulatory bodies are established to oversee our business, our operating costs could materially
increase.
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Our business depends in part on the regulatory treatment of third-party-owned solar energy systems.
Our Customer Agreements are third-party ownership arrangements. Sales of electricity by third parties face
regulatory challenges in some states and jurisdictions. These challenges pertain to issues such as whether third-
party-owned systems qualify for the same rebates, tax exemptions or other non-tax incentives available for
homeowner-owned solar energy systems, whether third-party-owned systems are eligible at all for these incentives,
and whether third-party-owned systems are eligible for net metering and the associated significant cost savings.
Adverse regulatory treatment of third-party ownership arrangements could reduce demand for our solar service
offerings, adversely impact our access to capital and cause us to increase the price we charge customers for
energy.
Interconnection limits or circuit-level caps imposed by regulators may significantly reduce our ability to sell
electricity from our solar service offerings in certain markets or slow interconnections, harming our growth
rate and customer satisfaction scores.
Interconnection rules establish the circumstances in which rooftop solar will be connected to the electricity
grid. Interconnection limits or circuit-level caps imposed by regulators may curb our growth in key markets. Utilities
throughout the country have different rules and regulations regarding interconnection and some utilities cap or limit
the amount of solar energy that can be interconnected to the grid. Our systems do not provide power to customers
until they are interconnected to the grid.
Interconnection regulations are based on claims from utilities regarding the amount of solar energy that can
be connected to the grid without causing grid reliability issues or requiring significant grid upgrades. Although recent
rulings from the Hawaii Utilities Commission have helped resolve some problems, historically, interconnection limits
or circuit-level caps have slowed the pace of our installations in Hawaii. Similar interconnection limits could slow our
future installations in Hawaii or other markets, harming our growth rate and customer satisfaction scores. Similarly,
the California and Hawaii Public Utilities Commissions require the activation of some advanced inverter functionality
to head off presumed grid reliability issues, which may require more expensive equipment and more oversight of the
operation of the solar energy systems over time. As a result, these regulations may hamper our ability to sell our
offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial
condition, and prospects. These advanced functions will become more commonplace as regions start to require
1547-2018 inverters, with activation of some advanced functions starting January 2022 in Maryland, Colorado and
Arizona, with more to follow.
Risks Related to Our Business Operations
Our growth depends in part on the success of our relationships with third parties, including our solar
partners.
A key component of our growth strategy is to develop or expand our relationships with third parties. For
example, we are investing resources in establishing strategic relationships with market players across a variety of
industries, including large retailers, to generate new customers. These programs may not roll out as quickly as
planned or produce the results we anticipated. A significant portion of our business depends on attracting and
retaining new and existing solar partners. Negotiating relationships with our solar partners, investing in due
diligence efforts with potential solar partners, training such third parties and contractors, and monitoring them for
compliance with our standards require significant time and resources and may present greater risks and challenges
than expanding a direct sales or installation team. If we are unsuccessful in establishing or maintaining our
relationships with these third parties, our ability to grow our business and address our market opportunity could be
impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute on our
goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base.
This would limit our growth potential and our opportunities to generate significant additional revenue or cash flows.
We and our solar partners depend on a limited number of suppliers of solar panels, batteries, and other
system components to adequately meet anticipated demand for our solar service offerings. Any shortage,
delay or component price change from these suppliers, or the acquisition of any of these suppliers by a
competitor, could result in sales and installation delays, cancellations, and loss of market share.
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We and our solar partners purchase solar panels, inverters, batteries, and other system components from a
limited number of suppliers, making us susceptible to quality issues, shortages and price changes. If we or our solar
partners fail to develop, maintain and expand our relationships with these or other suppliers, we may be unable to
adequately meet anticipated demand for our solar service offerings, or we may only be able to offer our systems at
higher costs or after delays. If one or more of the suppliers that we or our solar partners rely upon to meet
anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to
qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.
The acquisition of a supplier by one of our competitors could also limit our access to such components and
require significant redesigns of our solar energy systems or installation procedures and have a material adverse
effect on our business.
In particular, there is a limited number of suppliers of inverters, which are components that convert electricity
generated by solar panels into electricity that can be used to power the home. For example, once we design a
system for use with a particular inverter, if that type of inverter is not readily available at an anticipated price, we
may incur delays and additional expenses to redesign the system. Further, the inverters on our solar energy
systems generally carry only ten year warranties. If there is an inverter equipment shortage in a year when a
substantial number of inverters on our systems need to be replaced, we may not be able to replace the inverters to
maintain proper system functioning or may be forced to do so at higher than anticipated prices, either of which
would adversely impact our business.
Similarly, there is a limited number of suppliers of batteries. Once we design a system for use with a
particular battery, if that type of battery is not readily available from our supplier, we may incur delays and additional
expenses to install the system or be forced to redesign the system.
There have also been periods of industry-wide shortage of key components, including solar panels, in times
of rapid industry growth or regulatory change. For example, guidance from the IRS on the steps required for
construction to be deemed to have commenced in time to qualify for federal investment tax credits resulted in
significant module shortages in the market as utilities and large commercial customers started purchasing supplies
in advance of the December 2019 deadline to qualify for a 30% Commercial ITC. Further, new or unexpected
changes in rooftop fire codes or building codes may require new or different system components to satisfy
compliance with such newly effective codes or regulations, which may not be readily available for distribution to us
or our suppliers. The manufacturing infrastructure for some of these components has a long lead time, requires
significant capital investment and relies on the continued availability of key commodity materials, potentially
resulting in an inability to meet demand for these components and, as a result, could negatively impact our ability to
install systems in a timely manner. Additionally, any decline in the exchange rate of the U.S. dollar compared to the
functional currency of our component suppliers could increase our component prices. Any of these shortages,
delays or price changes could limit our growth, cause cancellations or adversely affect our operating margins, and
result in loss of market share and damage to our brand.
In addition, our supply chain and operations (or those of our partners) could be subject to events beyond our
control, such as earthquakes, wildfires, flooding, hurricanes, tsunamis, typhoons, volcanic eruptions, droughts,
tornadoes, the effects of climate change and related extreme weather, public health issues and pandemics, war,
terrorism, government restrictions or limitations on trade, and geo-political unrest and uncertainties. For example,
the COVID-19 pandemic is having an unprecedented impact on the U.S. economy and on our business, and the
extent to which the COVID-19 pandemic may impact our supply chain and operations is uncertain. The extent of the
impact of the COVID-19 pandemic on our business and operations will depend on several factors, such as the
duration, severity, and geographic spread of the outbreak and the extent of travel restrictions and business closures
imposed in China, the United States, and other countries. In addition, human rights issues in foreign countries and
the U.S. government response to them could disrupt our supply chain and operations. For example, allegations
regarding forced labor in China and U.S. regulations to prohibit the importation of any goods derived from forced
labor could affect our supply chain and operations.
As the primary entity that contracts with customers, we are subject to risks associated with construction,
cost overruns, delays, customer cancellations, regulatory compliance and other contingencies, any of
which could have a material adverse effect on our business and results of operations.
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We are a licensed contractor in certain communities that we service, and we are ultimately responsible as the
contracting party for every solar energy system installation. We may be liable, either directly or through our solar
partners, to customers for any damage we cause to them, their home, belongings or property during the installation
of our systems. For example, we, either directly or through our solar partners, frequently penetrate customers’ roofs
during the installation process and may incur liability for the failure to adequately weatherproof such penetrations
following the completion of construction. In addition, because the solar energy systems we or our solar partners
deploy are high voltage energy systems, we may incur liability for any failure to comply with electrical standards and
manufacturer recommendations.
For example, on December 2, 2020, the California Contractors State License Board (the “CSLB”) filed an
administrative proceeding against Sunrun and certain of its officers related to an accident that occurred during an
installation by one of our channel partners, Horizon Solar Power, which holds its own license with the CSLB. If this
proceeding is not resolved in our favor, it could potentially result in fines, a public reprimand, probation or the
suspension or revocation of our California Contractor’s License. We strongly deny any wrongdoing in the matter and
intend to work cooperatively with the CSLB while vigorously defending ourselves in this action.
Completing the sale and installation of a solar energy system requires many different steps including a site
audit, completion of designs, permitting, installation, electrical sign-off and interconnection. Customers may cancel
their Customer Agreement, subject to certain conditions, during this process until commencement of installation,
and we have experienced increased customer cancellations in certain geographic markets during certain periods in
our operating history. We or our solar partners may face customer cancellations, delays or cost overruns which may
adversely affect our or our solar partners’ ability to ramp up the volume of sales or installations in accordance with
our plans. These cancellations, delays or overruns may be the result of a variety of factors, such as labor shortages
or other labor issues, defects in materials and workmanship, adverse weather conditions, transportation constraints,
construction change orders, site changes or roof conditions, geographic factors and other unforeseen difficulties,
any of which could lead to increased cancellation rates, reputational harm and other adverse effects. For example,
some customer orders are cancelled after a site visit if we determine that a customer needs to make repairs to or
install a new roof, or that there is excessive shading on their property. If we continue to experience increased
customer cancellations, our financial results may be materially and adversely affected.
In addition, the installation of solar energy systems and other energy-related products requiring building
modifications are subject to oversight and regulation in accordance with national, state and local laws and
ordinances relating to building, fire and electrical codes, safety, environmental protection, utility interconnection and
metering, and related matters. We also rely on certain of our and our partners' employees to maintain professional
licenses in many of the jurisdictions in which we operate, and our failure to employ properly licensed personnel
could adversely affect our licensing status in those jurisdictions. It is difficult and costly to track the requirements of
every individual authority having jurisdiction over our installations and to design solar energy systems to comply with
these varying standards. Any new government regulations or utility policies pertaining to our systems may result in
significant additional expenses to us and our customers and, as a result, could cause a significant reduction in
demand for our solar service offerings.
We have a variety of stringent quality standards that we apply in the selection, supervision, and oversight of
our third-party suppliers and solar partners. We exercise oversight over our partners through written agreements
requiring compliance with the laws and requirements of all jurisdictions, including regarding safety and consumer
protections, by oversight of compliance with these agreements, and enforced by termination of a partner
relationship for failure to meet those obligations. However, because our suppliers and partners are third parties,
ultimately, we cannot guarantee that they will follow our standards or ethical business practices, such as fair wage
practices and compliance with environmental, safety and other local laws, despite our efforts to hold them
accountable to our standards. A lack of demonstrated compliance could lead us to seek alternative suppliers or
contractors, which could increase our costs and result in delayed delivery or installation of our products, product
shortages or other disruptions of our operations. Violation of labor or other laws by our suppliers and solar partners
or the divergence of a supplier’s or solar partner's labor or other practices from those generally accepted as ethical
in the United States or other markets in which we do business could also attract negative publicity for us and harm
our business, brand and reputation in the market.
We typically bear the risk of loss and the cost of maintenance, repair and removal on solar energy systems
that are owned or leased by our investment funds.
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We typically bear the risk of loss and are generally obligated to cover the cost of maintenance, repair and
removal for any solar energy system that we sell or lease to our investment funds. At the time we sell or lease a
solar energy system to an investment fund, we enter into a maintenance services agreement where we agree to
operate and maintain the system for a fixed fee that is calculated to cover our future expected maintenance costs. If
our solar energy systems require an above-average amount of repairs or if the cost of repairing systems were
higher than our estimate, we would need to perform such repairs without additional compensation. If our solar
energy systems, more than 40% of which were located in California as of December 31, 2020, are damaged as the
result of a natural disaster beyond our control, losses could exceed or be excluded from, our insurance policy limits,
and we could incur unforeseen costs that could harm our business and financial condition. We may also incur
significant costs for taking other actions in preparation for, or in reaction to, such events. We purchase property
insurance with industry standard coverage and limits approved by an investor’s third-party insurance advisors to
hedge against such risk, but such coverage may not cover our losses.
Product liability claims against us could result in adverse publicity and potentially significant monetary
damages.
If our solar service offerings, including our racking systems, photovoltaic modules, batteries, inverters, or
other products, injured someone, we would be exposed to product liability claims. Because solar energy systems
and many of our other current and anticipated products are electricity-producing devices, it is possible that
customers or their property could be injured or damaged by our products, whether by product malfunctions, defects,
improper installation or other causes. We rely on third-party manufacturing warranties, warranties provided by our
solar partners and our general liability insurance to cover product liability claims and have not obtained separate
product liability insurance. Our solar systems, including our photovoltaic modules, batteries, inverters, and other
products, may also be subject to recalls due to product malfunctions or defects. Any product liability claim we face
could be expensive to defend and divert management’s attention. The successful assertion of product liability claims
against us could result in potentially significant monetary damages that could require us to make significant
payments, as well as subject us to adverse publicity, damage our reputation and competitive position and adversely
affect sales of our systems and other products. In addition, product liability claims, injuries, defects or other
problems experienced by other companies in the residential solar industry could lead to unfavorable market
conditions to the industry as a whole, and may have an adverse effect on our ability to attract customers, thus
affecting our growth and financial performance.
Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.
As of December 31, 2020, more than 40% of our customers were in California, and we expect many of our
future installations to be in California, which could further concentrate our customer base and operational
infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic,
regulatory, political, weather and other conditions in this market, including the impacts of the COVID-19 pandemic,
and in other markets that may become similarly concentrated, in particular the east coast, where we have seen
significant growth recently.
Our corporate and sales headquarters are located in San Francisco, California, an area that has a
heightened risk of earthquakes and nearby wildfires. We may not have adequate insurance, including business
interruption insurance, to compensate us for losses that may occur from any such significant events, including
damage to our solar energy systems. A significant natural disaster, such as an earthquake or wildfire, or a public
health crisis, such as a pandemic, or civil unrest could have a material adverse impact on our business, results of
operations and financial condition. In addition, acts of terrorism or malicious computer viruses could cause
disruptions in our or our solar partners’ businesses or the economy as a whole. To the extent that these disruptions
result in delays or cancellations of installations or the deployment of our solar service offerings, our business,
results of operations and financial condition would be adversely affected.
The majority of the Vivint Solar business is conducted using the direct-to-home sales channel.
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Historically, the Vivint Solar business’ primary sales channel has been a direct-to-home sales model. We are
vulnerable to changes in laws and regulations related to direct sales and marketing that could impose additional
limitations on unsolicited residential sales calls and may impose additional restrictions such as adjustments to our
marketing materials and direct-selling processes, and new training for personnel. If additional laws and regulations
affecting direct sales and marketing are passed in the markets in which we operate, it would take time to train our
sales professionals to comply with such laws, and we may be exposed to fines or other penalties for violations of
such laws. If we fail to compete effectively through our direct-selling efforts, our financial condition, results of
operations and growth prospects could be adversely affected.
Expansion into new sales channels could be costly and time-consuming. As we enter new channels, we
could be at a disadvantage relative to other companies who have more history in these spaces.
As we continue to expand into new sales channels, such as direct-to-home, homebuilder, retail, and e-
commerce channels and adapt to a remote selling model, we have incurred and may continue to incur significant
costs. In addition, we may not initially or ever be successful in utilizing these new channels. Furthermore, we may
not be able to compete successfully with companies with a historical presence in such channels, and we may not
realize the anticipated benefits of entering such channels, including efficiently increasing our customer base and
ultimately reducing costs. Entering new channels also poses the risk of conflicts between sales channels. If we are
unable to successfully compete in new channels, our operating results and growth prospects could be adversely
affected.
Obtaining a sales contract with a potential customer does not guarantee that a potential customer will not
decide to cancel or that we will not need to cancel due to a failed inspection, which could cause us to
generate no revenue from a product and adversely affect our results of operations.
Even after we secure a sales contract with a potential customer, we (either directly or through our solar
partners) must perform an inspection to ensure the home, including the rooftop, meets our standards and
specifications. If the inspection finds repairs to the rooftop are required in order to satisfy our standards and
specifications to install the solar energy system, and a potential customer does not want to make such required
repairs, we would lose that anticipated sale. In addition, per the terms of our Customer Agreements, a customer
maintains the ability to cancel before commencement of installation, subject to certain conditions. Any delay or
cancellation of an anticipated sale could materially and adversely affect our financial results, as we may have
incurred sales-related, design-related, and other expenses and generated no revenue.
The value of our solar energy systems at the end of the associated term of the lease or power purchase
agreement may be lower than projected, which may adversely affect our financial performance and
valuation.
We depreciate the costs of our solar energy systems over their estimated useful life of 35 years. At the end of
the initial typically 20- or 25-year term of the Customer Agreement, customers may choose to purchase their solar
energy systems, ask to remove the system at our cost or renew their Customer Agreements. Customers may
choose to not renew or purchase for any reason, including pricing, decreased energy consumption, relocation of
residence, or switching to a competitor product.
Furthermore, it is difficult to predict how future environmental regulations may affect the costs associated with
the removal, disposal or recycling of our solar energy systems. If the value in trade or renewal revenue is less than
we expect, we may be required to recognize all or some of the remaining unamortized costs. This could materially
impair our future results of operations.
We are exposed to the credit risk of customers and payment delinquencies on our accounts receivables.
Our Customer Agreements are typically for 20 or 25 years and require the customer to make monthly
payments to us. Accordingly, we are subject to the credit risk of customers. As of December 31, 2020, the average
FICO score of our customers under a Customer Agreement with a monthly payment schedule remained at or above
740, which is generally categorized as a “Very Good” credit profile by the Fair Isaac Corporation. However, this may
decline to the extent FICO score requirements under future investment funds are relaxed. While customer defaults
have been immaterial to date, we expect that the risk of customer defaults may increase as we grow our business.
Due to the immaterial amount of customer defaults to date, our reserve for this exposure is minimal, and our future
exposure may exceed the amount of such reserves. If we experience increased customer credit defaults, our
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revenue and our ability to raise new investment funds could be adversely affected. If economic conditions worsen,
certain of our customers may face liquidity concerns and may be unable to satisfy their payment obligations to us on
a timely basis or at all, which could have a material adverse effect on our financial condition and results of
operations.
We may not realize the anticipated benefits of past or future investments, strategic transactions, or
acquisitions, and integration of these acquisitions may disrupt our business and management.
We have in the past and may in the future, acquire companies, Project pipelines, Projects, SRECs, products,
or technologies or enter into joint ventures or other strategic transactions. For example, we completed the
acquisition of Vivint Solar on October 8, 2020. Also, in July 2020, we announced a venture with SK E&S Co., Ltd.
and other affiliated companies focused on home electrification. We may not realize the anticipated benefits of past
or future investments, strategic transactions, or acquisitions, and these transactions involve numerous risks that are
not within our control. These risks include the following, among others:
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failure to satisfy the required conditions and otherwise complete a planned acquisition, joint venture or other
strategic transaction on a timely basis or at all;
legal or regulatory proceedings, if any, relating to a planned acquisition, joint venture or other strategic
transaction and the outcome of such legal proceedings;
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.
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Our failure to address these risks, or other problems encountered in connection with our past or future
investments, strategic transactions, or acquisitions, could cause us to fail to realize the anticipated benefits of these
acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future
acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent
liabilities, amortization expenses, incremental expenses or the write-off of goodwill, any of which could harm our
financial condition or results of operations, and the trading price of our common stock could decline.
Mergers and acquisitions are inherently risky, may not produce the anticipated benefits and could adversely
affect our business, financial condition or results of operations.
If we are unsuccessful in developing and maintaining our proprietary technology, including our BrightPath
software, our ability to attract and retain solar partners could be impaired, our competitive position could
be harmed and our revenue could be reduced.
Our future growth depends on our ability to continue to develop and maintain our proprietary technology that
supports our solar service offerings, including our design and proposal software, BrightPath. In addition, we rely,
and expect to continue to rely, on licensing agreements with certain third parties for aerial images that allow us to
efficiently and effectively analyze a customer’s rooftop for solar energy system specifications. In the event that our
current or future products require features that we have not developed or licensed, or we lose the benefit of an
existing license, we will be required to develop or obtain such technology through purchase, license or other
arrangements. If the required technology is not available on commercially reasonable terms, or at all, we may incur
additional expenses in an effort to internally develop the required technology. In addition, our BrightPath software
was developed, in part, with U.S. federal government funding. When new technologies are developed with U.S.
government funding, the government obtains certain rights in any resulting patents, including a nonexclusive license
authorizing the government to use the invention for non-commercial purposes. These rights may permit the
government to disclose certain confidential information related to BrightPath to third parties and to exercise “march-
in” rights to use or allow third parties to use our patented technology. We are also subject to certain reporting and
other obligations to the U.S. government in connection with funding for BrightPath. If we are unable to maintain our
existing proprietary technology, our ability to attract and retain solar partners could be impaired, our competitive
position could be harmed and our revenue could be reduced.
Disruptions to our solar production metering solution could negatively impact our revenue and increase
our expenses.
Our ability to monitor solar energy production for various purposes depends on the operation of our metering
solution. We could incur significant expense and disruption to our operations in connection with failures of our
metering solution, including meter hardware failures and failure or obsolescence of the cellular technology that we
use to communicate with those meters. For example, many of our meters operate on either the 3G or 4G cellular
data networks, which are expected to sunset before the term of our Customer Agreements, and newer technologies
we use today may become obsolete before the end of the term of Customer Agreements entered into now.
Upgrading our metering solution may cause us to incur significant expense. Additionally, our meters communicate
data through proprietary software, which we license from our metering partners. Should we be unable to continue to
license, on agreeable terms, the software necessary to communicate with our meters, it could cause a significant
disruption in our business and operations.
Problems with product quality or performance may cause us to incur warranty expenses and performance
guarantee expenses, may lower the residual value of our solar energy systems and may damage our market
reputation and cause our financial results to decline.
Customers who enter into Customer Agreements with us are covered by production guarantees and roof
penetration warranties. As the owners of the solar energy systems, we or our investment funds receive a warranty
from the inverter and solar panel manufacturers, and, for those solar energy systems that we do not install directly,
we receive workmanship and material warranties as well as roof penetration warranties from our solar partners. For
example, in 2014 and 2015, we had to replace a significant number of defective inverters, the cost of which was
borne by the manufacturer. However, our customers were without solar service for a period of time while the work
was done, which impacted customer satisfaction. Furthermore, one or more of our third-party manufacturers or solar
partners could cease operations and no longer honor these warranties, leaving us to fulfill these potential
obligations to customers, or such warranties may be limited in scope and amount, and may be inadequate to protect
us. We also provide a performance guarantee with certain solar service offerings pursuant to which we compensate
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customers on an annual basis if their system does not meet the electricity production guarantees set forth in their
agreement with us. Customers who enter into Customer Agreements with us are covered by production guarantees
equal to the length of the term of these agreements, typically 20 or 25 years. We may suffer financial losses
associated if significant performance guarantee payments are triggered.
Because of our limited operating history and the length of the term of our Customer Agreements, we have
been required to make assumptions and apply judgments regarding a number of factors, including our anticipated
rate of warranty claims and the durability, performance and reliability of our solar energy systems. Our assumptions
could prove to be materially different from the actual performance of our systems, causing us to incur substantial
expense to repair or replace defective solar energy systems in the future or to compensate customers for systems
that do not meet their production guarantees. Product failures or operational deficiencies also would reduce our
revenue from power purchase or lease agreements because they are dependent on system production. Any
widespread product failures or operating deficiencies may damage our market reputation and adversely impact our
financial results.
Our business may be harmed if we fail to properly protect our intellectual property, and we may also be
required to defend against claims or indemnify others against claims that our intellectual property infringes
on the intellectual property rights of third parties.
We believe that the success of our business depends in part on our proprietary technology, including our
software, information, processes and know-how. We rely on copyright, trade secret and patent protections to secure
our intellectual property rights. Although we may incur substantial costs in protecting our technology, we cannot be
certain that we have adequately protected or will be able to adequately protect it, that our competitors will not be
able to utilize our existing technology or develop similar technology independently, that the claims allowed with
respect to any patents held by us will be broad enough to protect our technology or that foreign intellectual property
laws will adequately protect our intellectual property rights. Moreover, we cannot be certain that our patents provide
us with a competitive advantage. Despite our precautions, it may be possible for third parties to obtain and use our
intellectual property without our consent. Unauthorized use of our intellectual property by third parties, and the
expenses incurred in protecting our intellectual property rights, may adversely affect our business. In the future,
some of our products could be alleged to infringe existing patents or other intellectual property of third parties, and
we cannot be certain that we will prevail in any intellectual property dispute. In addition, any future litigation required
to enforce our patents, to protect our trade secrets or know-how or to defend us or indemnify others against claimed
infringement of the rights of third parties could harm our business, financial condition, and results of operations.
We use “open source” software in our solutions, which may require that we release the source code of
certain software subject to open source licenses or subject us to possible litigation or other actions that
could adversely affect our business.
We utilize software that is licensed under so-called “open source,” “free” or other similar licenses. Open
source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable
license. We currently combine our proprietary software with open source software but not in a manner that we
believe requires the release of the source code of our proprietary software to the public. However, our use of open
source software may entail greater risks than use of third-party commercial software. Open source licensors
generally do not provide warranties or other contractual protections regarding infringement claims or the quality of
the code. In addition, if we combine our proprietary software with open source software in a certain manner, we
could, under certain open source licenses, be required to release the source code of our proprietary software to the
public. This would allow our competitors to create similar offerings with lower development effort and time.
We may also face claims alleging noncompliance with open source license terms or infringement or
misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly
license or require us to devote additional research and development resources to change our software, any of which
would have a negative effect on our business and results of operations. In addition, if the license terms for open
source software that we use change, we may be forced to re-engineer our solutions, incur additional costs or
discontinue the use of these solutions if re-engineering cannot be accomplished on a timely basis. Although we
monitor our use of open source software to avoid subjecting our offerings to unintended conditions, few courts have
interpreted open source licenses, and there is a risk that these licenses could be construed in a way that could
impose unanticipated conditions or restrictions on our ability to use our proprietary software. We cannot guarantee
that we have incorporated or will incorporate open source software in our software in a manner that will not subject
us to liability or in a manner that is consistent with our current policies and procedures.
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Any security breach or unauthorized disclosure or theft of personal information we gather, store and use,
or other hacking and phishing attacks on our systems, could harm our reputation, subject us to claims or
litigation, and have an adverse impact on our business.
We receive, store and use personal information of customers, including names, addresses, e-mail addresses,
credit information and other housing and energy use information, as well as the personal information of our
employees. Unauthorized disclosure of such personal information, whether through breach of our systems by an
unauthorized party, employee theft or misuse, or otherwise, could harm our business. In addition, computer
malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become
more prevalent, have occurred on our systems in the past, and could occur on our systems in the future. Inadvertent
disclosure of such personal information, or if a third party were to gain unauthorized access to the personal
information in our possession, has resulted in, and could result in future claims or litigation arising from damages
suffered by such individuals. In addition, we could incur significant costs in complying with the multitude of federal,
state and local laws regarding the unauthorized disclosure of personal information. Our efforts to protect such
personal information may be unsuccessful due to software bugs or other technical malfunctions; employees,
contractor, or vendor error or malfeasance; or other threats that evolve. In addition, third parties may attempt to
fraudulently induce employees or users to disclose sensitive information. Although we have developed systems and
processes that are designed to protect the personal information we receive, store and use and to prevent or detect
security breaches, we cannot assure you that such measures will provide absolute security. Finally, any perceived
or actual unauthorized disclosure of such information could harm our reputation, substantially impair our ability to
attract and retain customers and have an adverse impact on our business.
While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover us against
claims, and we cannot be certain that cyber insurance will continue to be available to us on economically
reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
Our business is subject to complex and evolving laws and regulations regarding privacy and data
protection (“data protection laws”). Many of these laws and regulations are subject to change and uncertain
interpretation, and could result in claims, increased cost of operations, or otherwise harm our business.
The regulatory environment surrounding data privacy and protection is constantly evolving and can be
subject to significant change. New data protection laws, including recent California legislation and regulation which
affords California consumers an array of new rights, including the right to be informed about what kinds of personal
data companies have collected and why it was collected, pose increasingly complex compliance challenges and
potentially elevate our costs. Complying with varying jurisdictional requirements could increase the costs and
complexity of compliance, and violations of applicable data protection laws could result in significant penalties. Any
failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or
actions brought against us by governmental entities or others, subject us to significant fines, penalties, judgments
and negative publicity, require us to change our business practices, increase the costs and complexity of
compliance, and adversely affect our business.
Damage to our brand and reputation or failure to expand our brand would harm our business and results of
operations.
We depend significantly on our brand and reputation for high-quality solar service offerings, engineering and
customer service to attract customers and grow our business. If we fail to continue to deliver our solar service
offerings within the planned timelines, if our solar service offerings do not perform as anticipated or if we damage
any customers’ properties or cancel Projects, our brand and reputation could be significantly impaired. We also
depend greatly on referrals from customers for our growth. Therefore, our inability to meet or exceed customers’
expectations would harm our reputation and growth through referrals. We have at times focused particular attention
on expeditiously growing our direct sales force and our solar partners, leading us in some instances to hire
personnel or partner with third parties who we may later determine do not fit our company culture and standards.
Given the sheer volume of interactions our direct sales force and our solar partners have with customers and
potential customers, it is also unavoidable that some interactions will be perceived by customers and potential
customers as less than satisfactory and result in complaints. If we cannot manage our hiring and training processes
to limit potential issues and maintain appropriate customer service levels, our brand and reputation may be harmed
and our ability to grow our business would suffer. In addition, if we were unable to achieve a similar level of brand
recognition as our competitors, some of which may have a broader brand footprint, more resources and longer
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operational history, we could lose recognition in the marketplace among prospective customers, suppliers and
partners, which could affect our growth and financial performance. Our growth strategy involves marketing and
branding initiatives that will involve incurring significant expenses in advance of corresponding revenue. We cannot
assure you that such marketing and branding expenses will result in the successful expansion of our brand
recognition or increase our revenue. We are also subject to marketing and advertising regulations in various
jurisdictions, and overly restrictive conditions on our marketing and advertising activities may inhibit the sales of the
affected products.
A failure to hire and retain a sufficient number of employees and service providers in key functions would
constrain our growth and our ability to timely complete customers’ Projects and successfully manage
customer accounts.
To support our growth, we need to hire, train, deploy, manage and retain a substantial number of skilled
employees, engineers, installers, electricians, sales and project finance specialists. Competition for qualified
personnel in our industry is increasing, particularly for skilled personnel involved in the installation of solar energy
systems. We have in the past been, and may in the future be, unable to attract or retain qualified and skilled
installation personnel or installation companies to be our solar partners, which would have an adverse effect on our
business. We and our solar partners also compete with the homebuilding and construction industries for skilled
labor. As these industries grow and seek to hire additional workers, our cost of labor may increase. The unionization
of the industry’s labor force could also increase our labor costs. Shortages of skilled labor could significantly delay a
project or otherwise increase our costs. Because our profit on a particular installation is based in part on
assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause us to not
achieve our expected margins or cover our costs for that project. In addition, because we are headquartered in the
San Francisco Bay Area, we compete for a limited pool of technical and engineering resources that requires us to
pay wages that are competitive with relatively high regional standards for employees in these fields. Further, we
need to continue to expand upon the training of our customer service team to provide high-end account
management and service to customers before, during and following the point of installation of our solar energy
systems. Identifying and recruiting qualified personnel and training them requires significant time, expense and
attention. It can take several months before a new customer service team member is fully trained and productive at
the standards that we have established. If we are unable to hire, develop and retain talented technical and customer
service personnel, we may not be able to realize the expected benefits of this investment or grow our business.
In addition, to support the growth and success of our direct-to-consumer channel, we need to recruit, retain
and motivate a large number of sales personnel on a continuing basis. We compete with many other companies for
qualified sales personnel, and it could take many months before a new salesperson is fully trained on our solar
service offerings. If we are unable to hire, develop and retain qualified sales personnel or if they are unable to
achieve desired productivity levels, we may not be able to compete effectively.
If we or our solar partners cannot meet our hiring, retention and efficiency goals, we may be unable to
complete customers’ Projects on time or manage customer accounts in an acceptable manner or at all. Any
significant failures in this regard would materially impair our growth, reputation, business and financial results. If we
are required to pay higher compensation than we anticipate, these greater expenses may also adversely impact our
financial results and the growth of our business.
The loss of one or more members of our senior management or key employees may adversely affect our
ability to implement our strategy.
We depend on our experienced management team, and the loss of one or more key executives could have
a negative impact on our business. In particular, we are dependent on the services of our chief executive officer and
co-founder, Lynn Jurich, and our Chairman and co-founder, Edward Fenster. We also depend on our ability to retain
and motivate key employees and attract qualified new employees. Neither our founders nor our key employees are
bound by employment agreements for any specific term, and we may be unable to replace key members of our
management team and key employees in the event we lose their services. Integrating new employees into our
management team could prove disruptive to our operations, require substantial resources and management
attention and ultimately prove unsuccessful. An inability to attract and retain sufficient managerial personnel who
have critical industry experience and relationships could limit or delay our strategic efforts, which could have a
material adverse effect on our business, financial condition, and results of operations.
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We are subject to legal proceedings, regulatory inquiries and litigation, and we have previously been, and
may in the future be, named in additional legal proceedings, become involved in regulatory inquiries or be
subject to litigation in the future, all of which are costly, distracting to our core business and could result in
an unfavorable outcome, or a material adverse effect on our business, financial condition, results of
operations, or the trading price for our securities.
We are involved in legal proceedings and receive inquiries from government and regulatory agencies from
time to time. In the event that we are involved in significant disputes or are the subject of a formal action by a
regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any
number of outcomes. Although outcomes of such actions vary, any current or future claims or regulatory actions
initiated by or against us, whether successful or not, could result in significant costs, costly damage awards or
settlement amounts, injunctive relief, increased costs of business, fines or orders to change certain business
practices, significant dedication of management time, diversion of significant operational resources, or otherwise
harm our business.
If we are not successful in our legal proceedings and litigation, we may be required to pay significant
monetary damages, which could hurt our results of operations. Lawsuits are time-consuming and expensive to
resolve and divert management’s time and attention. Although we carry general liability insurance, our insurance
may not cover potential claims or may not be adequate to indemnify us for all liability that may be imposed. We
cannot predict how the courts will rule in any potential lawsuit against us. Decisions in favor of parties that bring
lawsuits against us could subject us to significant liability for damages, adversely affect our results of operations and
harm our reputation.
A failure to comply with laws and regulations relating to our interactions with current or prospective
residential customers could result in negative publicity, claims, investigations, and litigation, and adversely
affect our financial performance.
Our business involves transactions with customers. We and our solar partners must comply with numerous
federal, state and local laws and regulations that govern matters relating to our interactions with customers,
including those pertaining to privacy and data security, consumer financial and credit transactions, home
improvement contracts, warranties and direct-to-home solicitation, along with certain rules and regulations specific
to the marketing and sale of residential solar products and services. These laws and regulations are dynamic and
subject to potentially differing interpretations, and various federal, state and local legislative and regulatory bodies
may expand current laws or regulations, or enact new laws and regulations, regarding these matters. Changes in
these laws or regulations or their interpretation could dramatically affect how we do business, acquire customers,
and manage and use information we collect from and about current and prospective customers and the costs
associated therewith. We strive to comply with all applicable laws and regulations relating to our interactions with
residential customers. It is possible, however, that these requirements may be interpreted and applied in a manner
that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
Noncompliance with any such laws or regulations, or the perception that we or our solar partners have violated such
laws or regulations or engaged in deceptive practices that could result in a violation, could also expose us to claims,
proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines
and negative publicity, each of which may materially and adversely affect our business. We have incurred, and will
continue to incur, significant expenses to comply with such laws and regulations, and increased regulation of
matters relating to our interactions with residential customers could require us to modify our operations and incur
significant additional expenses, which could have an adverse effect on our business, financial condition, and results
of operations.
Any investigations, actions, adoption or amendment of regulations relating to the marketing of our products to
residential consumers could divert management’s attention from our business, require us to modify our operations
and incur significant additional expenses, which could have an adverse effect on our business, financial condition,
and results of operations or could reduce the number of our potential customers.
We cannot ensure that our sales professionals and other personnel will always comply with our standard
practices and policies, as well as applicable laws and regulations. In any of the numerous interactions between our
sales professionals or other personnel and our customers or potential customers, our sales professionals or other
personnel may, without our knowledge and despite our efforts to effectively train them and enforce compliance,
engage in conduct that is or may be prohibited under our standard practices and policies and applicable laws and
regulations. Any such non-compliance, or the perception of non-compliance, has exposed us to claims and could
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expose us to additional claims, proceedings, litigation, investigations, or enforcement actions by private parties or
regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and
adversely affect our business and reputation. We have incurred, and will continue to incur, significant expenses to
comply with the laws, regulations and industry standards that apply to us.
Compliance with occupational safety and health requirements and best practices can be costly, and
noncompliance with such requirements may result in potentially significant penalties, operational delays
and adverse publicity.
The installation of solar energy systems requires our employees and employees of our solar partners to work
with complicated and potentially dangerous electrical and utility systems. The evaluation and installation of our
energy-related products also require these employees to work in locations that may contain potentially dangerous
levels of asbestos, lead or mold or other substances. We also maintain large fleets of vehicles that these employees
use in the course of their work. There is substantial risk of serious illness, injury, or death if proper safety procedures
are not followed. Our operations are subject to regulation under the U.S. Occupational Safety and Health Act
("OSHA") and equivalent state laws. Changes to OSHA requirements, or stricter interpretation or enforcement of
existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations,
even if no work-related serious illness, injury, or death occurs, we may be subject to civil or criminal enforcement
and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit operations.
Any accidents, citations, violations, illnesses, injuries or failure to comply with industry best practices may subject us
to adverse publicity, damage our reputation and competitive position and adversely affect our business.
If our products do not work as well as planned or if we are unsuccessful in developing and selling new
products or in penetrating new markets, our business, financial condition, and results of operations could
be adversely affected.
Our success and ability to compete are dependent on the products that we have developed or may develop
in the future. There is a risk that the products that we have developed or may develop may not work as intended, or
that the marketing of the products may not be as successful as anticipated. The development of new products
generally requires substantial investment and can require long development and testing periods before they are
commercially viable. We intend to continue to make substantial investments in developing new products and it is
possible that that we may not develop or acquire new products or product enhancements that compete effectively
within our target markets or differentiate our products based on functionality, performance or cost and thus our new
technologies and products may not result in meaningful revenue. In addition, any delays in developing and releasing
new or enhanced products could cause us to lose revenue opportunities and potential customers. Any technical
flaws in product releases could diminish the innovative impact of our products and have a negative effect on
customer adoption and our reputation. If we fail to introduce new products that meet the demands of our customers
or target markets or do not achieve market acceptance, or if we fail to penetrate new markets, our business,
financial conditions and results of operations could be adversely affected.
If we fail to manage our recent and future growth effectively, we may be unable to execute our business
plan, maintain high levels of customer service, or adequately address competitive challenges.
We have experienced significant growth in recent periods, including as a result of our recent acquisition of
Vivint Solar, and we intend to continue to expand our business within existing markets and in a number of new
locations in the future. This growth has placed, and any future growth may continue to place, a significant strain on
our management, operational and financial infrastructure. In particular, we have been in the past, and may in the
future, be required to expand, train and manage our growing employee base and solar partners. Our management
will also be required to maintain and expand our relationships with customers, suppliers, and other third parties and
attract new customers and suppliers, as well as to manage multiple geographic locations.
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In addition, our current and planned operations, personnel, systems and procedures might be inadequate to
support our future growth and may require us to make additional unanticipated investment in our infrastructure,
including additional costs for the expansion of our employee base and our solar partners as well as marketing and
branding costs. Our success and ability to further scale our business will depend, in part, on our ability to manage
these changes in a cost-effective and efficient manner. If we cannot manage our growth, we may be unable to take
advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could
also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new solar service
offerings or other operational difficulties. Any failure to effectively manage growth could adversely impact our
business and reputation.
It is difficult to evaluate our business and prospects due to our limited operating history.
Our limited operating history, particularly as a publicly traded company, combined with the rapidly evolving
and competitive nature of our industry, may not provide an adequate basis for you to evaluate our results of
operations and business prospects. We cannot assure you that we will continue to be successful in generating
revenue from our current solar service offerings or from any additional solar service offerings we may introduce in
the future. In addition, we only have limited insight into emerging trends, such as alternative energy sources,
commodity prices in the overall energy market, and legal and regulatory changes that impact the solar industry, any
of which could adversely impact our business, prospects and results of operations.
We have incurred losses and may be unable to sustain profitability in the future.
We have incurred net losses in the past and may continue to incur net losses as we increase our spending to
finance the expansion of our operations, expand our installation, engineering, administrative, sales and marketing
staffs, increase spending on our brand awareness and other sales and marketing initiatives, make significant
investments to drive future growth in our business and implement internal systems and infrastructure to support our
growth. We do not know whether our revenue will grow rapidly enough to absorb these costs and our limited
operating history makes it difficult to assess the extent of these expenses or their impact on our results of
operations. Our ability to sustain profitability depends on a number of factors, including but not limited to:
• mitigating the impact of the COVID-19 pandemic on our business;
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growing our customer base;
finding investors willing to invest in our investment funds on favorable terms;
• maintaining or further lowering our cost of capital;
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reducing the cost of components for our solar service offerings;
growing and maintaining our channel partner network;
• maintaining high levels of product quality, performance, and customer satisfaction;
successfully integrating the Vivint Solar business;
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.
Even if we do sustain profitability, we may be unable to achieve positive cash flows from operations in the
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future.
Our results of operations may fluctuate from quarter to quarter, which could make our future performance
difficult to predict and could cause our results of operations for a particular period to fall below
expectations, resulting in a decline in the price of our common stock.
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Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. We have
experienced seasonal and quarterly fluctuations in the past and expect these fluctuations to continue. However,
given that we are operating in a rapidly changing industry, those fluctuations may be masked by our recent growth
rates and thus may not be readily apparent from our historical results of operations. As such, our past quarterly
results of operations may not be good indicators of likely future performance.
In addition to the other risks described in this “Risk Factors” section, as well as the factors discussed in the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, the following
factors, among others, could cause our results of operations and key performance indicators to fluctuate:
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the expiration, reduction or initiation of any governmental tax rebates, tax exemptions, or incentives;
significant fluctuations in customer 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 and cost-effective financing
sources;
seasonal, environmental 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;
our failure to successfully integrate the Vivint Solar business;
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, including as a result of the COVID-19 pandemic; and
changes to our cancellation rate.
In the past, we have experienced seasonal fluctuations in sales and installations, particularly in the fourth
quarter. This has been the result of decreased sales through the holiday season and weather-related installation
delays. Our incentives revenue is also highly variable due to associated revenue recognition rules, as discussed in
greater detail in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Seasonal and other factors may also contribute to variability in our sales of solar energy systems and product sales.
For these or other reasons, the results of any prior quarterly or annual periods should not be relied upon as
indications of our future performance. In addition, our actual revenue or key operating metrics in one or more future
quarters may fall short of the expectations of investors and financial analysts. If that occurs, the trading price of our
common stock could decline and you could lose part or all of your investment.
Our actual financial results may differ materially from any guidance we may publish from time to time.
We have in the past provided, and may from time to time provide, guidance regarding our future performance
that represents our management’s estimates as of the date such guidance is provided. Any such guidance is based
upon a number of assumptions with respect to future business decisions (some of which may change) and
estimates that, while presented with numerical specificity, are inherently subject to significant business, economic,
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and competitive uncertainties and contingencies (many of which are beyond our control, including those related to
the COVID-19 pandemic). Guidance is necessarily speculative in nature, and it can be expected that some or all of
the assumptions that inform such guidance will not materialize or will vary significantly from actual results. Our
ability to meet deployment volume, cost, net present value or any other forward-looking guidance is impacted by a
number of factors including, but not limited to, the number of our solar energy systems purchased outright versus
the number of our solar energy systems that are subject to long-term Customer Agreements, changes in installation
costs, the availability of additional financing on acceptable terms, changes in the retail prices of traditional utility
generated electricity, the availability of rebates, tax credits and other incentives, changes in policies and regulations
including net metering and interconnection limits or caps, the availability of solar panels and other raw materials, as
well as the other risks to our business that are described in this section. Accordingly, our guidance is only an
estimate of what management believes is realizable as of the date such guidance is provided. Actual results may
vary from such guidance and the variations may be material. Investors should also recognize that the reliability of
any forecasted financial data diminishes the farther in the future that the data is forecast. In light of the foregoing,
investors should not place undue reliance on our financial guidance, and should carefully consider any guidance we
may publish in context.
The requirements of being a public company may strain our resources, divert management’s attention and
affect our ability to attract and retain qualified board members and officers.
We are subject to the reporting requirements of the Exchange Act, the listing requirements of the Nasdaq
Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations has
increased our legal and financial compliance costs, made some activities more difficult, time-consuming or costly
and increased demand on our systems and resources. The Exchange Act requires, among other things, that we file
annual, quarterly and current reports with respect to our business and results of operations and maintain effective
disclosure controls and procedures and internal controls over financial reporting. Maintaining our disclosure controls
and procedures and internal controls over financial reporting in accordance with this standard requires significant
resources and management oversight. As a result, management’s attention may be diverted from other business
concerns, which could harm our business and results of operations. Although we have already hired additional
employees to comply with these requirements, we may need to hire more employees in the future, which will
increase our costs and expenses.
Risks Related to Taxes and Accounting
Our ability to provide our solar service offerings to customers on an economically viable basis depends
in part on our ability to finance these systems with fund investors who seek particular tax and other
benefits.
Our solar service offerings have been eligible for federal investment tax credits, U.S. Treasury grants, and
other tax benefits. We have relied on, and will continue to rely on, tax equity investment funds, which are financing
structures that monetize a substantial portion of those benefits, in order to finance our solar service offerings. If, for
any reason, we are unable to continue to monetize those benefits through these arrangements, we may be unable
to provide and maintain our solar service offerings for customers on an economically viable basis.
The availability of this tax-advantaged financing depends upon many factors, including:
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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
legislative or regulatory changes or decreases to these incentives including the anticipated
step-down of the Commercial ITC (described below).
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The federal government currently offers an investment tax credit (“Commercial ITC”) under Section 48(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), for the installation of certain solar power facilities
owned for business purposes. If construction on the facility began before January 1, 2020, the amount of the
Commercial ITC available is 30%, if construction began during 2020, 2021, or 2022 the amount of the Commercial
ITC available is 26%, and if construction begins during 2023 the amount of the Commercial ITC available is 22%.
The Commercial ITC steps down to 10% if construction of the facility begins after December 31, 2023 or if the
facility is not placed in service before January 1, 2026. The depreciable basis of a solar facility is also reduced by
50% of the amount of any Commercial ITC claimed. The Internal Revenue Service (the “IRS”) provided taxpayers
guidance in Notice 2018-59 for determining when construction has begun on a solar facility. This guidance is
relevant for any facilities which we seek to deploy in future years but take advantage of a higher tax credit rate
available for an earlier year. For example, we have sought to avail ourselves of the methods set forth in the
guidance to retain the 30% Commercial ITC that was available prior to January 1, 2020 by incurring certain costs
and taking title to equipment in 2019 or early 2020 and/or by performing physical work on components that will be
installed in solar facilities. From and after 2023, we may seek to avail ourselves of the 26% credit rate by using
these methods to establish the beginning of construction in 2020, 2021, or 2022 and we may plan to similarly
further utilize the program in future years if the Commercial ITC step down continues. While we have attempted to
ensure that these transactions will comply with the guidance issued by the IRS, this guidance is relatively limited
and potentially subject to change. Either the IRS or our financing partners could challenge whether a facility is
properly qualified for the relevant tax credit rate under the guidance, which could either result in lower tax equity
advances or trigger indemnification obligations to our tax equity investors. It is also possible that we will not be able
to use all of the equipment purchased or manufactured to satisfy the beginning of construction rules set forth in the
guidance.
The federal government also currently offers a personal income tax credit under Section 25D of the Code
(“Residential Energy Efficiency Tax Credit”), for the installation of certain solar power facilities owned by residential
taxpayers, which is applicable to customers who purchase a solar system outright as opposed to entering into a
Customer Agreement. The Residential Energy Efficiency Tax Credit is currently 26% if the facility is placed in
service during 2020, 2021, or 2022 and 22% if placed in service during 2023. The Residential Energy Efficiency
Tax Credit is not available for property placed in service after December 31, 2023.
Future reductions in the Commercial ITC and any further legislative reductions or changes to the
Commercial ITC may impact the attractiveness of solar energy to certain tax equity investors and could
potentially harm our business. Obtaining tax equity funding (and tax equity funding on advantageous terms) also
may become more challenging. Additionally, the benefits of the Commercial ITC have historically enhanced our
ability to provide competitive pricing for customers. Further reductions in, eliminations of, or expirations of,
governmental incentives such as the Residential Energy Efficiency Tax Credit could reduce the number of
customers who choose to purchase our solar energy systems.
Additionally, potential investors must remain satisfied that the structures that we offer make the tax benefits
associated with solar energy systems available to these investors, which depends on the investors’ assessment
of the tax law, the absence of any unfavorable interpretations of that law and the continued application of existing
tax law and interpretations to our funding structures. Changes in existing law or interpretations of existing law by
the IRS and/or the courts could reduce the willingness of investors to invest in funds associated with these solar
energy systems. Moreover, reductions to the corporate tax rate may have reduced the appetite for tax benefits
overall, which could reduce the pool of available funds. Accordingly, we cannot assure you that this type of
financing will continue to be available to us. New investment fund structures or other financing mechanisms may
become available, but if we are unable to take advantage of these fund structures and financing mechanisms, we
may be at a competitive disadvantage. If, for any reason, we are unable to finance our solar service offerings
through tax-advantaged structures or if we are unable to realize or monetize Commercial ITCs or other tax
benefits, we may no longer be able to provide our solar service offerings to new customers on an economically
viable basis, which would have a material adverse effect on our business, financial condition, and results of
operations.
If the IRS makes determinations that the fair market value of our solar energy systems is materially lower
than what we have claimed, we may have to pay significant amounts to our fund investors, and our
business, financial condition, and prospects may be materially and adversely affected.
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We and our fund investors claim the Commercial ITC or the U.S. Treasury grant in amounts based on the
fair market value of our solar energy systems. We have obtained independent appraisals to determine the fair
market values we report for claiming Commercial ITCs and U.S. Treasury grants. With respect to U.S. Treasury
grants, the U.S. Treasury Department reviews the reported fair market value in determining the amount initially
awarded, and the IRS may also subsequently audit the fair market value and determine that amounts previously
awarded constitute taxable income for U.S. federal income tax purposes. With respect to Commercial ITCs, the
IRS may review the fair market value on audit and determine that the tax credits previously claimed must be
reduced. If the fair market value is determined in these circumstances to be less than what we or our tax equity
investment funds reported, we may owe our fund investors an amount equal to this difference (including any
interest and penalties), plus any costs and expenses associated with a challenge to that valuation. We could also
be subject to tax liabilities, including interest and penalties. If the IRS further disagrees now or in the future with the
amounts we or our tax equity investment funds reported regarding the fair market value of our solar energy
systems, it could have a material adverse effect on our business, financial condition, and prospects.
We purchased an insurance policy in 2018 insuring us and related parties for additional taxes owed in
respect of lost Commercial ITCs, gross-up costs and expenses incurred in defending the types of claims described
above. However, this policy only covers certain investment funds and has negotiated exclusions from, and
limitations to, coverage and therefore may not cover us for all such lost Commercial ITCs, taxes, costs and
expenses. Similarly, not all of the investment funds related to Vivint Solar are covered by insurance policies.
One of our investment funds covered by our 2018 insurance policy is currently being audited by the IRS in an
audit involving a review of the fair market value determination of our solar energy systems. If this audit results in an
adverse finding, we may be subject to an indemnity obligation to our investor, which may result in certain out-of-
pocket costs and increased insurance premiums in the future. The IRS audit is still ongoing, and we are unable to
determine the potential tax liabilities, if any, at this time.
Our business currently depends on the availability of utility rebates, tax credits and other benefits, tax
exemptions and exclusions and other financial incentives. We may be adversely affected by changes in
U.S. tax laws, and the expiration, elimination or reduction of these benefits could adversely impact our
business.
Our business depends on government policies that promote and support solar energy and enhance the
economic viability of owning solar energy systems. U.S. federal, state and local governmental bodies provide
incentives to owners, distributors, installers and manufacturers of solar energy systems to promote solar energy.
These incentives include Commercial ITCs and Residential Energy Efficiency Tax Credit, as discussed above, as
well as other tax credits, rebates and solar renewable energy credits (“SRECs”) associated with solar energy
generation. Some markets, such as New Jersey and Maryland, currently utilize SRECs. SRECs can be volatile and
could decrease over time as the supply of SREC-producing solar energy systems installed in a particular market
increases. For example, in New Jersey, because of the substantial supply of solar energy systems installed, the
state was on the cusp of reaching the solar carve-out under the state’s Renewable Portfolio Standard. In May
2018, legislation was enacted to expand New Jersey’s solar carve-out to 5.1% of kilowatt hours of electricity sold in
the state. In December 2019, the state regulators adopted a transition program to follow the current SREC program
that will be based on a fixed price SREC model and which is anticipated to be available to replace the current
SREC program. We rely on these incentives to lower our cost of capital and to attract investors, all of which
enable us to lower the price we charge customers for our solar service offerings. These incentives have had a
significant impact on the development of solar energy but they could change at any time, especially in light of the
recent change in administration, as further described below. These incentives may also expire on a particular date
(as discussed above with respect to the Commercial ITC and Residential Energy Efficiency Tax Credit), end when
the allocated funding is exhausted, or be reduced, terminated or repealed without notice. The financial value of
certain incentives may also decrease over time.
In December 2017, significant tax legislation was enacted, including a change to the corporate tax rate (the
“Tax Act”). As part of the Tax Act, the current corporate income tax rate was reduced, and there were other changes
including limiting or eliminating various other deductions, credits and tax preferences. This reduction in the
corporate income tax rate may have reduced appetite for the Commercial ITC and depreciation benefits available
with respect to solar facilities. We cannot predict whether and to what extent U.S. the corporate income tax rate will
change under the Biden administration. Further limitations on, or elimination of, such tax benefits could significantly
impact our ability to raise tax equity investment funds or impact the terms thereof, including the amount of cash
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distributable to our investors. Similarly, any unfavorable interpretations of tax law by the IRS and/or the courts with
respect to our financing structures could reduce the willingness of investors to invest in our funds associated with
any such structure.
The Trump administration overturned and modified policies of, and regulations enacted by, the prior
administration that placed limitations on coal and gas electric generation, mining and/or exploration. Any effort to
overturn federal and state laws, regulations or policies that are supportive of solar energy generation or that remove
costs or other limitations on other types of energy generation that compete with solar energy projects could
materially and adversely affect our business.
Our business model also relies on multiple tax exemptions offered at the state and local levels. For example,
some states have property tax exemptions that exempt the value of solar energy systems in determining values for
calculation of local and state real and personal property taxes. State and local tax exemptions can have sunset
dates, triggers for loss of the exemption, and can be changed by state legislatures and other regulators, and if solar
energy systems were not exempt from such taxes, the property taxes payable by customers would be higher, which
could offset any potential savings our solar service offerings could offer. Similarly, if state or local legislatures or tax
administrators impose property taxes on third-party owners of solar energy systems, solar companies like us would
be subject to higher costs. For example, South Carolina counties do not currently assess property tax on customer-
owned residential solar energy systems; however, third-party-owned systems are subject to business personal
property taxes. In Connecticut, a number of municipalities have assessed property tax on third-party-owned solar
energy systems, despite an applicable exemption under state law. In Texas, there is inconsistency between counties
on how third-party-owned systems are subjected to the state solar property tax exemption. California provides an
exclusion (the “Solar Exclusion”) from the assessment of California property taxes for qualifying “active solar energy
systems” installed as fixtures before January 1, 2025, provided such systems are locally rather than centrally
assessed (“Eligible Property”). However, the Solar Exclusion is not a permanent exclusion from the assessment of
property tax. Once a change in ownership of the Eligible Property occurs, the Eligible Property may be subject to
reassessment and California property taxes may become due.
In general, we rely on certain state and local tax exemptions that apply to the sale of equipment, sale of
power, or both. These state and local tax exemptions can expire or can be changed by state legislatures, regulators,
tax administrators, or court rulings and such changes could adversely impact our business and the profitability of
our offerings in certain markets.
As a result of our acquisition of Vivint Solar, we may be subject to adverse California property tax
consequences.
The State of California provides an exclusion (the “Solar Exclusion”) from the assessment of California
property taxes for qualifying “active solar energy systems” installed as fixtures before January 1, 2025, provided
such systems are locally rather than centrally assessed (“Eligible Property”). However, the Solar Exclusion is not a
permanent exclusion from the assessment of property tax. Once a change in ownership of the Eligible Property
occurs, the Eligible Property may be subject to reassessment and California property taxes may become due.
Vivint Solar, through certain of its subsidiaries, owns solar energy systems that constitute Eligible Property
(the “California PV Systems”). To the extent Vivint Solar or its subsidiaries are considered the tax owners of the
California PV Systems for purposes of the California Revenue and Tax Code (“CR&T”), our acquisition of Vivint
Solar would constitute a change of control of the California PV Systems triggering the loss of the Solar Exclusion
and the imposition of California property taxes, which could adversely affect our business.
If we are unable to maintain effective disclosure controls and internal controls over financial reporting,
investors may lose confidence in the accuracy and completeness of our financial reports and, as a
result, the value of our common stock may be materially and adversely affected.
We are required, pursuant to the Exchange Act, to furnish a report by management on, among other things,
the effectiveness of our internal controls over financial reporting. This assessment includes disclosure of any
material weaknesses, if any, identified by our management in our internal controls over financial reporting. We are
continuing to develop and refine our disclosure controls and improve our internal controls over financial reporting.
We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and
continuously look for ways to enhance existing effective disclosure controls and procedures and internal controls
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over financial reporting. Our current controls and any new controls that we develop may become inadequate
because of changes in conditions in our business, including the integration of Vivint Solar, which presents
additional complexities relating to the design and implementation of our disclosure controls and internal control
over financial reporting. In addition, we or our independent accounting firm may identify weaknesses and
deficiencies that we may not otherwise identify in a timely manner in the future. If we are not able to complete the
work required under Section 404 of the Sarbanes-Oxley Act on a timely basis for future fiscal years, our annual
report on Form 10-K may be delayed or deficient. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or
that all control issues and instances of fraud will be detected.
We cannot guarantee that our internal controls over financial reporting will prevent or detect all errors and
fraud. The risk of errors is increased in light of the complexity of our business and investment funds. For example,
we must deal with significant complexity in accounting for our fund structures and the resulting allocation of net
income (loss) between our stockholders and noncontrolling interests under the hypothetical liquidation at book
value (“HLBV”) method as well as the income tax consequences of these fund structures. As we enter into
additional investment funds, which may have contractual provisions different from those of our existing funds, the
analysis as to whether we consolidate these funds, the calculation under the HLBV method, and the analysis of the
tax impact could become increasingly complicated. This additional complexity could require us to hire additional
resources and increase the chance that we experience errors in the future.
If we are unable to assert that our internal controls over financial reporting is effective, we could lose
investor confidence in the accuracy and completeness of our financial reports, which would cause the price of
our common stock to decline. In addition, we could become subject to investigations by Nasdaq, the SEC or
other regulatory authorities, which could require additional management attention and which could adversely
affect our business.
Our reported financial results may be affected, and comparability of our financial results with other
companies in our industry may be impacted, by changes in the accounting principles generally accepted
in the United States.
Generally accepted accounting principles in the United States are subject to change and interpretation by
the Financial Accounting Standards Board (“FASB"), the SEC, and various bodies formed to promulgate and
interpret appropriate accounting principles. A change in these principles or interpretations could have a significant
effect on our reported financial results and on the financial results of other companies in our industry, and may
even affect the reporting of transactions completed before the announcement or effectiveness of a change. For
example, in June 2016 the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit
Losses on Financial Instruments ("ASU No. 2016-13"), which replaces the current incurred loss impairment
methodology with a current expected credit losses model. Other companies in our industry may be affected
differently by the adoption of ASU No. 2016-13 or other new accounting standards, including timing of the adoption
of new accounting standards, adversely affecting the comparability of financial statements.
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Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As of December 31, 2020, we had U.S. federal and state net operating loss carryforwards (“NOLs”) of
approximately $0.7 billion and $2.1 billion, respectively, which begin expiring in varying amounts in 2028 and 2024,
respectively, if unused. Our U.S. federal and certain state NOLs generated in tax years beginning after December
31, 2017 total approximately $1.1 billion and $176.3 million, respectively, have indefinite carryover periods, and do
not expire. Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the
corporation’s ability to use its pre-change NOLs and other pre-change tax assets, such as tax credits, to offset its
post- change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative
change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period.
Similar rules may apply under state tax laws. Additionally, states may impose other limitations on the use of NOLs
and tax credit carryforwards. For example, California has recently imposed other limitations on the use of NOLs
and limited the use of certain tax credits for taxable years beginning in 2020 through 2022. Any such limitations on
our ability to use our NOLs and other tax assets could adversely impact our business, financial condition, and
results of operations. We have performed an analysis to determine whether an ownership change under Section
382 of the Code had occurred and determined that only Vivint Solar, Inc. underwent an ownership change as of
October 8, 2020.
We may be required to record an impairment expense on our goodwill or intangible assets.
We are required under generally accepted accounting principles to test goodwill for impairment at least
annually or when events or changes in circumstances indicate that the carrying amount may be impaired, and to
review our intangible assets for impairment when events or changes in circumstances indicate the carrying value
may not be recoverable. Factors that can lead to impairment of goodwill and intangible assets include significant
adverse changes in the business climate and actual or projected operating results, declines in the financial
condition of our business and sustained decrease in our stock price. Since our annual impairment test of goodwill
for the fiscal year ended December 31, 2020, we have not identified any qualitative factors that would require a
quantitative goodwill impairment analysis. However, if we identify any factors that could indicate an impairment,
including a sustained decrease in our stock price, we may be required to record charges to earnings if our
goodwill becomes impaired.
Risks Related to Our Common Stock
Our executive officers, directors and principal stockholders continue to have substantial control over
us, which will limit your ability to influence the outcome of important matters, including a change in
control.
Each of our executive officers, directors and each of our stockholders who beneficially own 5% or more of
our outstanding common stock and their affiliates, in the aggregate, beneficially own approximately 45.0% of the
outstanding shares of our common stock, based on the number of shares outstanding as of December 31, 2020.
As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by
our stockholders, including the election of directors and the approval of mergers, acquisitions or other
extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which
you disagree and which may be adverse to your interests. This concentrated control may have the effect of
delaying or preventing a change in control of our company, could deprive our stockholders of an opportunity to
receive a premium for their capital stock and might ultimately affect the market price of our common stock.
The market price of our common stock has been and may continue to be volatile, and you could lose all
or part of your investment in our common stock.
The trading price of our common stock has been volatile since our initial public offering, and is likely to
continue to be volatile. Factors that could cause fluctuations in the market price of our common stock include
the following:
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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;
rumors and market speculation involving us or other companies in our industry;
actual or anticipated changes in our results of operations;
the continued adverse impact of the COVID-19 pandemic;
changes in tax and other incentives that we rely upon in order to raise tax equity investment
funds;
actual or perceived privacy or data security incidents;
our ability to protect our intellectual property and other proprietary rights;
changes in the regulatory environment and utility policies and pricing, including those that
could reduce any savings we are able to offer to customers;
actual or anticipated developments in our business, our competitors’ businesses or the
competitive landscape generally;
litigation involving us, our industry or both, or investigations by regulators into our operations
or those of our competitors;
announced or completed acquisitions of businesses or technologies by us or our
competitors;
new laws or regulations or new interpretations of existing laws or regulations applicable to
our business;
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changes in accounting standards, policies, guidelines, interpretations or principles;
major catastrophic events or civil unrest;
negative publicity, including accurate or inaccurate commentary or reports regarding us, our
products, our sales professionals or other personnel, or other third parties affiliated with us,
on social media platforms, blogs, and other websites;
any significant change in our management; and
general economic conditions and slow or negative growth of our markets.
Further, the stock markets have experienced price and volume fluctuations that have affected and continue
to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or
disproportionate to the operating performance of those companies. In addition, the stock prices of many renewable
energy companies have experienced fluctuations that have often been unrelated to the operating performance of
those companies. These broad market and industry fluctuations, as well as general economic, political and market
conditions such as recessions, government shutdowns, interest rate changes, or international currency fluctuations,
may cause the trading price of the notes and our common stock to decline. In the past, following periods of volatility
in the overall market and the market price of a particular company’s securities, securities class action litigation has
often been instituted against these companies. We are party to litigation that could result in substantial costs and a
diversion of our management’s attention and resources.
Sales of a substantial number of shares of our common stock in the public market, including by
our existing stockholders, could cause our stock price to fall.
Sales of a substantial number of shares of our common stock in the public market, or the perception that
these sales might occur, could depress the market price of our common stock and could impair our ability to
raise capital through the sale of additional equity securities. We are unable to predict the effect that these sales
and others may have on the prevailing market price of our common stock.
In addition, certain of our stockholders, including SK E&S Co., Ltd. and other affiliated companies as well
as stockholders who received shares as a result of our acquisition of Vivint Solar, have registration rights that
would require us to register shares of our capital stock owned by them for public sale in the United States. We
have also filed a registration statement to register shares of our common stock reserved for future issuance
under our equity compensation plans, including shares underlying equity awards assumed in connection with our
acquisition of Vivint Solar. Subject to the satisfaction of applicable exercise periods and applicable volume and
restrictions that apply to affiliates, the shares of our common stock issued upon exercise of outstanding options
will become available for immediate resale in the public market upon issuance.
Future sales of our common stock may make it more difficult for us to sell equity securities in the future at
a time and at a price that we deem appropriate. These sales also could cause the market price of our common
stock to decline and make it more difficult for you to sell shares of our common stock.
Anti-takeover provisions contained in our amended and restated certificate of incorporation and
amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law
contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition
deemed undesirable by our board of directors and therefore depress the trading price of our common stock.
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws
include provisions:
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creating a classified board of directors whose members serve staggered three-year terms;
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;
limiting the liability of, and providing indemnification to, our directors and officers;
limiting the ability of our stockholders to call and bring business before special meetings;
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
controlling the procedures for the conduct and scheduling of board of directors and
stockholder meetings.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control
or changes in our management.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of
the Delaware General Corporation law, which prevents certain stockholders holding more than 15% of our
outstanding capital stock from engaging in certain business combinations without approval of the holders of
at least two-thirds of our outstanding capital stock not held by such stockholder. Any provision of our
amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has
the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to
receive a premium for their shares of our capital stock and could also affect the price that some investors are
willing to pay for our common stock.
Provisions contained in our amended and restated certificate of incorporation and amended and
restated bylaws limit the ability of our stockholders to call special meetings and prohibit stockholder
action by written consent.
Our amended and restated certificate of incorporation provides that our stockholders may not take action by
written consent. Instead, any such actions must be taken at an annual or special meeting of our stockholders. As a
result, our stockholders are not able to take any action without first holding a meeting of our stockholders called in
accordance with the provisions of our amended and restated bylaws, including advance notice procedures set
forth in our amended and restated bylaws. Our amended and restated bylaws further provide that special meetings
of our stockholders may be called only by a majority of our board of directors, the chairman of our board of
directors, our Chief Executive Officer or our President. As a result, our stockholders are not allowed to call a
special meeting. These provisions may delay the ability of our stockholders to force consideration of a stockholder
proposal, including a proposal to remove directors.
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Provisions contained in our amended and restated certificate of incorporation and amended and
restated bylaws could preclude our stockholders from bringing matters before meetings of stockholders
and delay changes in our board of directors.
Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring
business before, or nominate candidates for election as directors at, our annual or special meetings of
stockholders. In addition, our amended and restated certificate of incorporation provides that stockholders may
remove directors only for cause. Any amendment of these provisions in our amended and restated bylaws or
amended and restated certificate of incorporation would require approval by holders of at least 66 2/3% of our then
outstanding capital stock. These provisions could preclude our stockholders from bringing matters before annual
or special meetings of stockholders and delay changes in our board of directors.
Our amended and restated bylaws provide that a state or federal court located within the State of
Delaware will be the sole and exclusive forum for substantially all disputes between us and our
stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes
with us or our directors, officers or employees.
Our amended and restated bylaws provide that, unless we consent to the selection of an alternative forum,
the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action
asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or to
our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General
Corporation Law or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or
federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction
over the indispensable parties names as defendants. The choice of forum provision may limit a stockholder’s ability
to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other
employees, which may discourage such lawsuits against us and our directors, officers and other employees. In
addition, our amended and restated bylaws also provide that, unless we consent to the selection of an alternative
forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the
sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act. If a court were to find the choice of forum provisions contained in our amended and restated bylaws to be
inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in
other jurisdictions, which could harm our business, results of operations and financial condition.
If securities or industry analysts cease publishing research or reports about us, our business, our
market or our competitors, or if they adversely change their recommendations regarding our common
stock, the market price of our common stock and trading volume could decline.
The market for our common stock is influenced by the research and reports that securities or industry
analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us
adversely change their recommendations regarding our common stock, or provide more favorable
recommendations about our competitors, the market price of our common stock would likely decline. If any of
the analysts who cover us cease coverage of our company or fail to regularly publish reports on us, we could
lose visibility in the financial markets, which in turn could cause the market price of our common stock and
trading volume to decline.
We do not expect to declare any dividends in the foreseeable future.
We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable
future. In addition, our credit agreements contain restrictions on payments of cash dividends. Consequently,
investors may need to rely on sales of our common stock after price appreciation, which may never occur or only
occur at certain times, as the only way to realize any future gains on their investment. Investors seeking cash
dividends should not purchase shares of our common stock.
Additional issuances of our capital stock or equity-linked securities could result in dilution to our
stockholders.
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We may issue additional equity securities to raise capital, make acquisitions or for a variety of other
purposes. For example, we recently completed the acquisition of Vivint Solar, in which we issued 0.55 shares of
our common stock for each share of Vivint Solar’s common stock owned prior to the acquisition, which resulted in
dilution to our stockholders. Additional issuances of our capital stock may be made pursuant to the exercise or
conversion of new or existing convertible debt securities (including the Notes), warrants, stock options or other
equity incentive awards to new and existing service providers. Any such issuances will result in dilution to existing
holders of our stock. We also rely on equity-based compensation as an important tool in recruiting and retaining
employees. The amount of dilution due to equity-based compensation of our employees and other additional
issuances of our common stock or securities convertible into or exchangeable or exercisable for our common stock
could be substantial, and the market price of our common stock could decline.
The Capped Call transactions may affect the value of our common stock.
In connection with the issuance of the Notes, we entered into the Capped Call transactions with the option
counterparties. The capped call transactions are expected generally to reduce the potential dilution to our common
stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the
principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or
other securities of ours in secondary market transactions prior to the maturity of the Notes (and are likely to do so
during the observation period for conversions of Notes following November 1, 2025 or following any repurchase of
Notes by us). This activity could also cause or avoid an increase or a decrease in the market price of our common
stock.
The potential effect, if any, of these transactions and activities on the market price of our common stock will
depend in part on market conditions and cannot be ascertained at this time.
Item 1B. Unresolved Staff Comments.
Not applicable.
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Item 2. Properties.
Our corporate headquarters and executive offices are located in San Francisco, California, where we occupy
approximately 44,000 square feet of office space. We also maintain 113 other locations, consisting primarily of
branch offices, warehouses, sales offices and design centers in 19 states.
We lease all of our facilities and we do not own any real property. We believe that our current facilities are
adequate to meet our ongoing needs. If we require additional space, we believe that we will be able to obtain
additional facilities on commercially reasonable terms.
Item 3. Legal Proceedings.
See Note 19, Commitments and Contingencies, to our consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Market Information
Our common stock began trading on the Nasdaq Global Select Market under the symbol “RUN” on August 5,
2015.
Holders of Record
As of February 22, 2021, there were approximately 341 holders of record of common stock. Certain shares
are held in “street” name and, accordingly, the number of beneficial owners of such shares is not known or included
in the foregoing number.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all
available funds and any future earnings for use in the operation of our business and do not expect to pay any
dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made
at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors,
including our financial condition, results of operations, capital requirements, contractual restrictions, general
business conditions and other factors that our board of directors may deem relevant. In addition, our credit
agreements contain restrictions on payments of cash dividends.
Stock Repurchase Program
In November 2019, our board of directors approved a stock repurchase program authorizing us to repurchase
up to $50.0 million of our common stock from time to time over the next three years. Stock repurchases under this
program may be made through open market transactions, negotiated purchases or otherwise, at times and in such
amounts as we consider appropriate and in accordance with applicable regulations of the Securities and Exchange
Commission. The timing of repurchases and the number of shares repurchased will depend on a variety of factors
including price, regulatory requirements, and other market conditions. We may limit, amend, suspend, or terminate
the stock repurchase program at any time without prior notice. Any shares repurchased under the program will be
returned to the status of authorized, but unissued shares of common stock.
Share repurchase activity as of December 31, 2020 was as follows (in thousands, except per share
amounts):
Periods
November 27 -
November 29, 2019
December 2 to
December 10, 2019
Total
Total Shares
Purchased
Average Price Paid
Per Share (1)
Total Shares Purchased
As Part Of Publicly
Announced Programs
Remaining
Authorized
Repurchases (2)
86
283
369
$13.97
$13.40
86
283
$45,000
(1) Average price paid per share excludes commission costs.
(2) Amounts represent the approximate dollar value of the maximum remaining number of shares that may yet be
purchased under the stock repurchase program, and excludes commission costs.
Stock Price Performance Graph
The following stock performance graph compares our total stock return with the total return for (i) the Nasdaq
Composite Index and the (ii) the Invesco Solar ETF, which represents a peer group of solar companies, for the
period from December 31, 2015 through December 31, 2020. The figures represented below assume an investment
of $100 in our common stock at the closing price of $11.77 on December 31, 2015 and in the Nasdaq Composite
Index and the Invesco Solar ETF on December 31, 2015 including the reinvestment of dividends into shares of
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common stock. The comparisons in the table are required by the SEC, and are not intended to forecast or be
indicative of possible future performance of our common stock. This graph shall not be deemed “soliciting material”
or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that
section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act,
whether made before or after the date hereof and irrespective of any general incorporation language in any such
filing.
Item 6. Selected Consolidated Financial Data.
Not applicable.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual
Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those discussed below. Factors that could cause or contribute to such
differences include those identified below and those discussed in the section titled “Risk Factors” included
elsewhere in this Annual Report on Form 10-K.
We provide clean, solar energy to customers at a significant savings compared to traditional utility energy.
We have been selling solar energy to residential customers through a variety of offerings since we were founded in
2007. We, either directly or through one of our solar partners, install a solar energy system on a customer’s home
and either sell the system to the customer or, as is more often the case, sell the energy generated by the system to
the customer pursuant to a lease or power purchase agreement (“PPA”) with no or low upfront costs. We refer to
these leases and PPAs as “Customer Agreements.” Following installation, a system is interconnected to the local
utility grid. The home’s energy usage is provided by the solar energy system, with any additional energy needs
provided by the local utility. Any excess solar energy, including amounts in excess of battery storage, that is not
immediately used by the customers is exported to the utility grid using a bi-directional utility net meter, and the
customer generally receives a credit for the excess energy from their utility to offset future usage of utility-generated
energy.
On July 6, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vivint
Solar and Viking Merger Sub, Inc., a Delaware corporation and our direct wholly owned subsidiary. The acquisition
of Vivint Solar was completed on October 8, 2020 pursuant to the terms of the Merger Agreement. As part of this
merger, we welcomed approximately 3,800 employees from Vivint Solar to Sunrun, bringing the total employees to
approximately 8,500 as of December 31, 2020. We also added approximately 210,000 customers and 1,441
megawatts to our existing fleet. The merger is expected to support continued growth through stronger differentiated
sales channels, expanding customers’ access to the best offerings including battery storage solutions, improving
cost efficiency from greater scale and improved access to project finance and other capital at lower costs and better
terms.
We offer our solar service offerings both directly to the customer and through our solar partners, which
include sales and installation partners, and strategic partners, which include retail partners. In addition, we sell solar
energy systems directly to customers for cash. We also sell solar energy panels and other products (such as
racking) to resellers. As of December 31, 2020, we provided our solar services to customers and sold solar energy
panels and other products to resellers throughout the United States. More than 40% of our cumulative systems
deployed are in California.
We compete mainly with traditional utilities. In the markets we serve, our strategy is to price the energy we
sell below prevailing local retail electricity rates. As a result, the price our customers pay under our solar service
offerings varies depending on the state where the customer lives, the local traditional utility that otherwise provides
electricity to the customer, as well as the prices other solar energy companies charge in that region. Even within the
same neighborhood, site-specific characteristics drive meaningful variability in the revenue and cost profiles of each
home. Using our proprietary technology, we target homes with advantageous revenue and cost characteristics,
which means we are often able to offer pricing that allows customers to save more on their energy bill while
maintaining our ability to meet our targeted returns. For example, with the insights provided by our technology, we
can offer competitive pricing to customers with homes that have favorable characteristics, such as roofs that allow
for easy installation, high electricity consumption, or low shading, effectively passing through the cost savings we
are able to achieve on these installations to the customer.
Our ability to offer Customer Agreements depends in part on our ability to finance the purchase and
installation of the solar energy systems by monetizing the resulting customer cash flows and related commercial
investment tax credits (“Commercial ITCs”), accelerated tax depreciation and other incentives from governments
and local utilities. We monetize these incentives under tax equity investment funds, which are generally structured
as non-recourse project financings. Since inception we have raised numerous tax equity investment funds to
finance the installation of solar energy systems. From time to time, we may repurchase investors' interests in our tax
equity investment funds after the recapture period of the relevant tax incentives. We intend to establish additional
investment funds and may also use debt, equity and other financing strategies to fund our growth.
51
In addition, completing the sale and installation of a solar energy system requires many different steps
including a site audit, completion of designs, permitting, installation, electrical sign-off and interconnection.
Customers may cancel their Customer Agreements with us, subject to certain conditions, during this process until
commencement of installation. Customer cancellation rates can change over time and vary between markets.
Recent Developments
Convertible Senior Notes Offering
On January 25, 2021, we entered into a purchase agreement (the “Purchase Agreement”) with Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers (the
“Purchasers”), to issue and sell $350 million aggregate principal amount of 0% Convertible Senior Notes due 2026
(the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
The Notes were sold to the Purchasers pursuant to an exemption from the registration requirements of the
Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, we granted the Purchasers an option to
purchase, during a 13-day period beginning on, and including, the date on which the Notes were first issued, up to
an additional $50 million aggregate principal amount of Notes on the same terms and conditions. The Purchasers
exercised their option in full on January 26, 2021. The net proceeds from the sale of the Notes issued on January
28, 2021 (after deducting the Purchasers’ discount and estimated offering expenses) was approximately $389.0
million.
On January 28, 2021, we entered into an Indenture (the “Indenture”) with Wells Fargo Bank, National
Association, as trustee (the “Trustee”), pursuant to which we issued $400 million aggregate principal amount of
Notes. The Notes will not bear regular interest, and the principal amount of the notes will not accrete. The Notes
may bear special interest under specified circumstances relating to our failure to comply with our reporting
obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will
mature on February 1, 2026, unless earlier repurchased by us, redeemed by us or converted pursuant to their
terms.
In connection with the offering of the Notes, on January 25. 2021 and January 26, 2021, we entered into
privately negotiated capped call transactions with Credit Suisse Capital LLC, represented by Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. LLC, Barclays Bank PLC, through its agent Barclays Capital Inc., and
Royal Bank of Canada, represented by RBC Capital Markets, LLC (the “Capped Calls”). The Capped Calls each
have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to
the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped
Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of Common Stock. The Capped
Calls are expected generally to reduce the potential dilution to the Common Stock upon any conversion of Notes
and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, as the
case may be, in the event the market price per share of Common Stock, as measured under the Capped Calls, is
greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per
share of the Common Stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls,
there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the
extent that the then-market price per share of the Common Stock exceeds the cap price. We used approximately
$28.0 million from the net proceeds from the issuance and sale of the Notes to purchase the Capped Calls. The
final components of the Capped Calls are scheduled to expire on January 29, 2026.
Vivint Acquisition
On October 8, 2020, we completed the acquisition of Vivint Solar pursuant to the terms of the Merger
Agreement. Each share of Vivint Solar common stock issued and outstanding immediately prior to the effective time
of the merger was converted automatically into the right to receive 0.55 shares of our common stock.
52
Impacts of COVID-19 on Our Business
The COVID-19 pandemic and the resulting impact on the U.S. economy have accelerated many of our
operational initiatives to deliver best-in-class customer value and to reduce costs. We have invested in technology
to streamline our installation processes, including online permitting and interconnection in many locations, as well
as employing extensive use of drone technology to complete rooftop surveys. While we continue to install solar
systems in most markets, we are monitoring this fluid situation and will follow official regulations to protect our
employees and customers.
Following the first shelter-in-place orders in California, we enabled our entire salesforce to complete sales
consultations in a virtual setting. Despite the fact that we have at times paused sourcing leads through certain
channels, we have seen more leads through our digital channels at similar or more attractive customer acquisition
costs. We believe this transition towards a digital model for many sales channels will position us well to realize
sustaining reductions in customer acquisition costs. We are gradually returning to retail sales, and our direct-to-
home sales professionals, after adapting to remote sales practices, have subsequently been able to resume direct-
to-home sales activities in most markets.
The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change, and we do not yet
know the full extent of potential delays or impacts on our business, operations or the global economy as a whole.
We will continue to monitor developments affecting our workforce, our customers, and our business operations
generally and will take actions that we determine are necessary in order to mitigate these impacts.
Investment Funds
Our Customer Agreements provide for recurring customer payments, typically over 20 or 25 years, and the
related solar energy systems are generally eligible for Commercial ITCs, accelerated tax depreciation and other
government or utility incentives. Our financing strategy is to monetize these benefits at a low weighted average cost
of capital. This low cost of capital enables us to offer attractive pricing to our customers for the energy generated by
the solar energy system on their homes. Historically, we have monetized a portion of the value created by our
Customer Agreements and the related solar energy systems through investment funds. These assets are attractive
to fund investors due to the long-term, recurring nature of the cash flows generated by our Customer Agreements,
the high credit scores of our customers, the fact that energy is a non-discretionary good and our low loss rates. In
addition, fund investors can receive attractive after-tax returns from our investment funds due to their ability to utilize
Commercial ITCs, accelerated depreciation and certain government or utility incentives associated with the funds’
ownership of solar energy systems.
As of December 31, 2020, we had 63 active investment funds, which are described below. We have
established different types of investment funds to implement our asset monetization strategy. Depending on the
nature of the investment fund, cash may be contributed to the investment fund by the investor upfront or in stages
based on milestones associated with the design, construction or interconnection status of the solar energy systems.
The cash contributed by the fund investor is used by the investment fund to purchase solar energy systems. The
investment funds either own or enter into a master lease with a Sunrun subsidiary for the solar energy systems,
Customer Agreements and associated incentives. We receive on-going cash distributions from the investment funds
representing a portion of the monthly customer payments received. We use the upfront cash, as well as on-going
distributions to cover our costs associated with designing, purchasing and installing the solar energy systems. In
addition, we also use debt, equity and other financing strategies to fund our operations. The allocation of the
economic benefits between us and the fund investor and the corresponding accounting treatment varies depending
on the structure of the investment fund.
We currently utilize three legal structures in our investment funds, which we refer to as: (i) pass-through
financing obligations, (ii) partnership flips and (iii) joint venture (“JV”) inverted leases. We reflect pass-through
financing obligations on our consolidated balance sheet as a pass-through financing obligation. We record the
investor’s interest in partnership flips or JV inverted leases (which we define collectively as “consolidated joint
ventures”) as noncontrolling interests or redeemable noncontrolling interests. These consolidated joint ventures are
usually redeemable at our option and, in certain cases, at the investor’s option. If redemption is at our option or the
consolidated joint ventures are not redeemable, we record the investor’s interest as a noncontrolling interest and
account for the interest using the hypothetical liquidation at book value (“HLBV”) method. If the investor has the
option to put their interest to us, we record the investor’s interest as a redeemable noncontrolling interest at the
greater of the HLBV and the redemption value.
53
The table below provides an overview of our current investment funds (dollars in millions):
Consolidation
Balance sheet classification
Revenue from Commercial ITCs
Method of calculating investor interest
Pass-Through
Financing
Obligations
Owner entity
consolidated,
tenant entity not
consolidated
Pass-through
financing
obligation
Recognized on
the PTO date
Effective interest
rate method
Consolidated Joint Ventures
Partnership Flip
Single entity,
consolidated
JV Inverted Lease
Owner and tenant
entities consolidated
Redeemable
noncontrolling
interests and
noncontrolling
interests
None
Redeemable
noncontrolling
interests and
noncontrolling
interests
None
Greater of HLBV
or redemption
value; or pro rata
Greater of HLBV or
redemption value; or
pro rata
Liability balance as of December 31, 2020
$
340.4
N/A
Noncontrolling interest balance (redeemable or
otherwise) as of December 31, 2020
N/A $
1,167.6 $
N/A
43.9
For further information regarding our investment funds, including the associated risks, see Item 1A. Risk
Factors—"Our ability to provide our solar service offerings to customers on an economically viable basis
depends in part on our ability to finance these systems with fund investors who seek particular tax and
other benefits.", Note 11, Project Equity Financing, Note 13, Pass-Through Financing Obligations, Note 14, VIE
Arrangements and Note 15, Redeemable Noncontrolling Interests to our consolidated financial statements
appearing elsewhere in this Annual Report on Form 10-K.
Pass-through Financing Obligations
Pass-Through Financing Obligations. In this investment fund structure, we and the fund investor each utilize
separate entities to facilitate the pass-through of the Commercial ITC or U.S. Treasury grants to the fund investors.
We contribute solar energy systems to an “owner” entity in exchange for interests in the owner entity, and the fund
investors contribute cash to a “tenant” entity in exchange for interests in the tenant entity.
Under our pass-through financing obligation structure, in accordance with the provisions of FASB, Accounting
Standards Codification Topic 810 (“ASC 810”) Consolidation, we have determined that we are the primary
beneficiary of the owner entity, and accordingly, we consolidate that entity. We have also determined that we are not
the primary beneficiary of the tenant entity, and accordingly, we do not consolidate that entity.
In this investment fund structure, the investors make a series of large up-front payments as well as, in some
instances, subsequent smaller quarterly lease payments through their respective tenant entity to the corresponding
owner entity in exchange for the assignment of cash flows from Customer Agreements and certain other benefits
associated with the Customer Agreements and related solar energy systems. We account for the payments from
investors as borrowings by recording the proceeds received as financing obligations. The financing obligation is
reduced over a period of approximately 22 years, or over seven years in the case of one fund, by customer
payments under the Customer Agreements, U.S. Treasury grants (where applicable); and proceeds from the
contracted resale of SRECs as they are received by the investor. In addition, funds paid for the Commercial ITC
value upfront are initially recorded as a refund liability and recognized as revenue as the associated solar system
reaches permission to operate ("PTO").
54
We account for these investment funds in our consolidated financial statements as if we have not assigned
the Customer Agreement to the investor, and we record on our consolidated financial statements activities arising
from the Customer Agreements and any related U.S. Treasury grants, Commercial ITCs monetized as part of the
upfront payments received from the investor and SREC sales. The interest charge on our pass-through financing
obligations is imputed at the inception of the fund based on the effective interest rate in the arrangement giving rise
to the obligation and is updated prospectively as appropriate.
In certain arrangements, we agree to defer a portion of the up-front payments by arranging a loan between
one of our indirectly wholly owned subsidiaries to a subsidiary of the investor’s tenant entity.
Consolidated Joint Ventures
Partnership Flips. Under partnership flip structures, we and our fund investors contribute cash into a
partnership entity. The partnership uses the cash to acquire solar energy systems developed by us with signed
Customer Agreements. Each fund investor receives a rate of return, typically on an after-tax basis, which varies by
investment fund. Prior to the fund investor receiving its contractual rate of return or for a time period specified in the
contractual arrangements, the fund investor receives a significant portion of the value attributable to customer
payments, a majority of the accelerated tax depreciation and substantially all of the Commercial ITCs. After the fund
investor receives its contractual rate of return or after the specified time period, we receive substantially all of the
value attributable to the remaining customer payments and SREC sales.
Included within the Partnership Flips is the project equity financing we entered into in December 2016. We
pooled and transferred our interests in certain financing funds into a special purpose entity (“SPE”) with a new
investor. We did not recognize a gain or loss on the transfer of its interests in the financing funds and continue to
consolidate the financing funds. The SPE’s assets and cash flows are not available to our other creditors, and the
investor has no recourse to our other assets.
Under our partnership flip structures, we have determined that we control the partnership entity which is a
variable interest entity (“VIE”), and accordingly we consolidate the entity and record the investor’s interest as either
noncontrolling interests or redeemable noncontrolling interests in our consolidated balance sheets.
Inverted Leases. Under our inverted lease structure, we and the fund investor set up a multi-tiered
investment vehicle that is comprised of two partnership entities which facilitate the pass through of the tax benefits
to the fund investors. In this structure we contribute solar energy systems to an “owner” partnership entity in
exchange for interests in the owner partnership and the fund investors contribute cash to a “tenant” partnership in
exchange for interests in the tenant partnership, which in turn makes an investment in the owner partnership entity
in exchange for interests in the owner partnership. The owner partnership uses the cash contributions received from
the tenant partnership to purchase systems from us and/or fund installation of such systems. Under our existing JV
inverted lease structure, a substantial portion of the value generated by the solar energy systems is provided to the
fund investor for a specified period of time, which is generally based upon the period of time corresponding to the
expiry of the recapture period associated with the Commercial ITCs. After that point in time, we receive substantially
all of the value attributable to the long-term recurring customer payments and the other incentives. Generally, under
the terms of each agreement, the investors’ contributions include the value of Commercial ITCs earned or grants to
be received by the fund investor. Any other proceeds are allocated on a pro rata basis to the fund investor and us in
accordance with their ownership percentages. Since Sunrun has the power to control both the owner and tenant
entities, both entities are included in our consolidated financial statements.
We also have one JV inverted lease fund whereby we have a pro rata interest in the entity and we account
for the noncontrolling interest’s share of income on a pro rata basis. Accordingly, the noncontrolling interest of this
fund is carried on our balance sheet at the cumulative amount of capital contributions, reduced by cumulative
distributions paid to the investor, as well as the pro rata share of their income. Under our JV inverted lease
structure, we have determined that we control each VIE, and accordingly we consolidate the entity and record
investor’s interest as a noncontrolling interest or redeemable noncontrolling interest.
For all of our partnership flips and JV inverted leases, the redeemable noncontrolling interest is carried on our
balance sheet at the greater of the redemption value or the amount calculated under the HLBV method. The HLBV
method estimates the amount that, if the fund’s assets were hypothetically sold at their book value, the investor
would be entitled to receive according to the liquidation waterfall in the partnership agreement.
55
Key Operating Metrics
We regularly review a number of metrics, including the following key operating metrics, to evaluate our
business, measure our performance, identify trends affecting our business, formulate financial projections and make
strategic decisions. Some of our key operating metrics are estimates that are based on our management’s beliefs
and assumptions and on information currently available to management. Although we believe that we have a
reasonable basis for each of these estimates, we caution you that these estimates are based on a combination of
assumptions that may prove to be inaccurate over time. Any inaccuracies could be material to our actual results
when compared to our calculations. Please see the section titled “Risk Factors” in this Annual Report on Form 10-K
for more information. Furthermore, other companies may calculate these metrics differently than we do now or in
the future, which would reduce their usefulness as a comparative measure.
•
•
Networked Solar Energy Capacity represents the aggregate megawatt production capacity of our
solar energy systems, whether sold directly to customers or subject to executed Customer
Agreements (i) for which we have confirmation that the systems are installed on the roof, subject to
final inspection; (ii) in the case of certain system installations by our partners, for which we have
accrued at least 80% of the expected project cost, or (iii) for multi-family and any other systems that
have reached NTP, measured on the percentage of the project that has been completed based on
expected project cost. Systems that have met this criteria are considered to be deployed.
Gross Earning Assets is calculated as Gross Earning Assets Contracted Period plus Gross Earning
Assets Renewal Period.
◦
◦
◦
Gross Earning Assets Contracted Period represents the present value of the
remaining net cash flows (discounted at 5%) during the initial term of our Customer
Agreements as of the measurement date. It is calculated as the present value of cash
flows (discounted at 5%) we expect to receive from Subscribers in future periods, after
deducting expected operating and maintenance costs, equipment replacements costs,
distributions to tax equity partners in consolidated joint venture partnership flip
structures, and distributions to project equity investors. We include cash flows we
expect to receive in future periods from state incentive and rebate programs,
contracted sales of solar renewable energy credits, and awarded net cash flows from
grid service programs with utility or grid operators.
Gross Earning Assets Renewal Period is the forecasted net present value we would
receive upon or following the expiration of the initial Customer Agreement term but
before the 30th anniversary of the system’s activation (either in the form of cash
payments during any applicable renewal period or a system purchase at the end of the
initial term), for Subscribers as of the measurement date. We calculate the Gross
Earning Assets Renewal Period amount at the expiration of the initial contract term
assuming either a system purchase or a renewal, forecasting only a 30-year customer
relationship (although the customer may renew for additional years, or purchase the
system), 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 contract term, our Customer
Agreements typically automatically renew on an annual basis and the rate is initially
set at up to a 10% discount to then-prevailing utility power prices.
Subscribers represent the cumulative number of Customer Agreements for systems
that have been recognized as deployments through the measurement date.
•
Customers represent the cumulative number of deployments, from our inception through the
measurement date.
56
Gross Earning Assets is forecasted as of a specific date. It is forward-looking, and we use judgment
in developing the assumptions used to calculate it. Factors that could impact Gross Earning Assets
include, but are not limited to, customer payment defaults, or declines in utility rates or early
termination of a contract in certain circumstances, including prior to installation.
The definitions of Gross Earning Assets, Gross Earning Assets Contracted Period, and Gross
Earning Assets Renewal Period use a discount rate of 5%; whereas the definitions used previously
in our periodic reports used a discount rate of 6%.
Networked Solar Energy Capacity (megawatts)
Customers
Gross Earning Assets Contracted Period
Gross Earning Assets Renewal Period
Gross Earning Assets
As of December 31,
2019
1,987
277,228
2020
3,885
550,078
As of December 31,
2019
2020
(in thousands)
$
$
5,234,164 $
2,539,311
7,773,475 $
2,743,480
1,403,285
4,146,765
As a result of the acquisition of Vivint Solar on October 8, 2020, we added $2.9 billion of Gross Earning
Assets, of which $2.0 billion related to Gross Earning Assets Contracted Period and $0.9 billion related to Gross
Earning Assets Renewal Period.
The tables below provide a range of Gross Earning Asset amounts if different default, discount and purchase
and renewal assumptions were used.
Gross Earning Assets Contracted Period:
Default rate
3%
As of December 31, 2020
Discount rate
5%
(in thousands)
4%
6%
7%
5%
0%
$ 6,006,969 $ 5,515,319 $ 5,083,793 $ 4,838,052 $ 4,367,424
$ 6,187,229 $ 5,676,625 $ 5,234,164 $ 4,839,584 $ 4,485,564
Gross Earning Assets Renewal Period:
Purchase or Renewal rate
3%
As of December 31, 2020
Discount rate
5%
(in thousands)
4%
6%
7%
80%
90%
100%
$ 3,389,572 $ 2,758,673 $ 2,201,277 $ 1,846,547 $ 1,518,468
$ 3,902,973 $ 3,176,476 $ 2,539,311 $ 2,083,517 $ 1,748,360
$ 4,416,373 $ 3,594,277 $ 2,935,505 $ 2,405,744 $ 1,978,252
57
Total Gross Earning Assets:
Purchase or Renewal rate
3%
As of December 31, 2020
Discount rate
5%
(in thousands)
4%
6%
7%
80%
90%
100%
$ 9,576,800 $ 8,435,299 $ 7,435,440 $ 6,686,131 $ 6,004,032
$ 10,090,202 $ 8,853,102 $ 7,773,474 $ 6,923,101 $ 6,233,925
$ 10,603,602 $ 9,270,903 $ 8,169,668 $ 7,245,328 $ 6,463,816
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with generally accepted accounting principles in the United
States ("GAAP"). GAAP requires us to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could
have reasonably used different accounting estimates, and in other instances, changes in the accounting estimates
are reasonably likely to occur from period-to-period. Actual results could differ significantly from our estimates. Our
future financial statements will be affected to the extent that our actual results materially differ from these estimates.
For further information on all of our significant accounting policies, see Note 2, Summary of Significant Accounting
Policies, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
We believe that policies associated with our principles of consolidation, revenue recognition, goodwill,
impairment of long-lived assets, provision for income taxes, business combinations and calculation of noncontrolling
interests and redeemable noncontrolling interests have the greatest impact on our consolidated financial
statements. Therefore, we consider these to be our critical accounting policies and estimates.
Principles of Consolidation
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a
controlling financial interest. The typical condition for a controlling financial interest is holding a majority of the voting
interests of an entity. However, a controlling financial interest may also exist in entities, such as VIEs, through
arrangements that do not involve controlling financial interests. We consolidate any VIE of which we are the primary
beneficiary, which is defined as the party that has (1) the power to direct the activities of a VIE that most significantly
impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits of the VIE that
could potentially be significant to the VIE. We evaluate our relationships with our VIEs on an ongoing basis to
determine whether we continue to be the primary beneficiary. Our financial statements reflect the assets and
liabilities of VIEs that we consolidate. All intercompany transactions and balances have been eliminated in
consolidation. For further information regarding consolidation of our investment funds, see “—Investment Funds”
above.
Revenue Recognition
We recognize revenue when control of goods or services is transferred to customers, in an amount that
reflects the consideration we expect to be entitled to in exchange for those goods or services.
Customer Agreements and Incentives Revenue. Customer agreements and incentives revenue is primarily
comprised of revenue from our Customer Agreements and sales of Commercial ITCs and SRECs to third parties.
58
We recognize revenue from a Customer Agreement when PTO for the applicable solar energy system is
given by the local utility company or on the date daily operation commences if utility approval is not required. For
Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity
generated by the system, we recognize revenue evenly over the time that we satisfy our performance obligations
over the initial term of Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour,
revenue is recognized based on the actual amount of power generated at rates specified under the contracts.
Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, our Customer
Agreements typically automatically renew on an annual basis.
We also apply for and receive SRECs associated with the energy generated by our solar energy systems and
sell them to third parties in certain jurisdictions. SREC revenue is estimated net of any variable consideration related
to possible liquidated damages if we were to deliver fewer SRECs than contractually committed, and is generally
recognized upon delivery of the SRECs to the counterparty.
Certain upfront payments related to Customer Agreements and SRECs are deemed to have a financing
component, and therefore increase both revenue and interest expense by the same amount over the term of the
related agreement. The additional revenue is included in the total transaction price to be recorded over the term of
the agreement and is recognized based on the timing of the delivery. The interest expense is recognized based
upon an amortization schedule which typically decreases throughout the term of the related agreement.
For pass-through financing obligation Funds, the value attributable to the Commercial ITCs is recognized in
the period a solar system is granted PTO, at which point we have met our obligation to the investor. The
Commercial ITCs are subject to recapture under the Internal Revenue Code (“Code”) if the underlying solar energy
system either ceases to be a qualifying property or undergoes a change in ownership within five years of its placed-
in-service date. The recapture amount decreases on the anniversary of the PTO date. We have not historically
incurred a material recapture of Commercial ITCs, and do not expect to experience a material recapture of
Commercial ITCs in the future.
Consideration from customers is considered variable due to the performance guarantee under Customer
Agreements and liquidated damage provisions under SREC contracts in the event minimum deliveries are not
achieved. Customer Agreements with a performance guarantee provide a credit to the customer if the system's
cumulative production, as measured on various PTO anniversary dates, is below our guarantee of a specified
minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not
occur.
Solar Energy Systems and Product Sales. Solar energy systems sales are comprised of revenue from the
sale of solar energy systems directly to customers. We generally recognize revenue from solar energy systems sold
to customers when the solar energy system passes inspection by the authority having jurisdiction, which inspection
generally occurs after installation but prior to PTO, at which time we have met the performance obligation in the
contract. For solar energy system sales that include delivery obligations up until interconnection to the local power
grid with permission to operate, we recognize revenue at PTO.
Product sales revenue consists of revenue from the sale of solar panels, inverters, racking systems,
roofing services, fees for extended services on solar energy systems sold to customers and other solar energy
products sold to resellers, as well as the sale of customer leads to third parties, including our partners and other
solar providers. Product sales revenue is recognized when control is transferred, generally upon shipment.
Customer lead revenue is recognized at the time the lead is delivered.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities
assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount may be impaired. We have determined that we operate as one reporting unit and
our goodwill is tested for impairment at the enterprise level. We perform our annual impairment test of goodwill on
October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that
goodwill might be impaired. When assessing goodwill for impairment, we use qualitative and if necessary,
quantitative methods in accordance with FASB ASC Topic 350, Goodwill. We also consider our enterprise value and
if necessary, a discounted cash flow model, which involves assumptions and estimates, including our future
financial performance, weighted average cost of capital and interpretation of currently enacted tax laws.
59
Circumstances that could indicate impairment and require us to perform a quantitative impairment test
include a significant decline in our financial results, a significant decline in our enterprise value relative to our net
book value, an unanticipated change in competition or our market share and a significant change in our strategic
plans.
Impairment of Long-Lived Assets
The carrying amounts of our long-lived assets, including solar energy systems and definite-lived intangible
assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated.
Factors that we consider in deciding when to perform an impairment review would include significant negative
industry or economic trends, and significant changes or planned changes in our use of the assets. Recoverability of
these assets is measured by comparison of the carrying amount of each asset group to the future undiscounted
cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the
amount of any impairment is measured as the difference between the carrying value and the fair value of the
impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over
the new shorter useful life.
Provision for Income Taxes
We account for income taxes under an asset and liability approach. Deferred income taxes reflect the impact
of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts
recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by
applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax
assets to an amount that is more likely than not to be realized. We consider all available evidence, both positive and
negative, including historical levels of income, estimates of future taxable income, reversing taxable temporary
differences, and ongoing tax planning strategies in assessing the need for a valuation allowance. We recognize the
effect of tax rate and law changes on deferred taxes in the reporting period in which the legislation is enacted.
We sell solar energy systems to the investment funds. As the investment funds are consolidated by us, the
gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However,
this gain is recognized for tax reporting purposes. We account for the income tax consequences of these intra-entity
transfers, both current and deferred, as a component of income tax expense and deferred tax liability, net during the
period in which the transfers occur.
We account for investment tax credits as a reduction of income tax expense in the year in which the credits
arise.
We determine whether a tax position is more likely than not to be sustained upon examination, including
resolution of any related appeals or litigation processes, based on the technical merits of the position. We use a
two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates that it is more likely than not that
the position will be sustained upon tax authority examination, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely
of being realized upon ultimate settlement.
Our policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision
for taxes in the consolidated statements of operations.
Business Combinations
We allocate the fair value of purchase price to the tangible assets acquired, liabilities assumed and intangible
assets acquired based on their estimated fair values. Any residual purchase price is recorded as goodwill. The
allocation of the purchase price requires management to make significant estimates in determining the fair values of
assets acquired and liabilities assumed, especially with respect to the solar energy systems acquired as part of our
acquisition of Vivint Solar.
60
Significant estimates in valuing certain tangible and intangible assets include but are not limited to discount
rates. These estimates are inherently uncertain and unpredictable.
See Note 3, Acquisition to our consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Noncontrolling Interests and Redeemable Noncontrolling Interests
Our noncontrolling interests and redeemable noncontrolling interests represent fund investors’ interests in the
net assets of certain investment funds, which we consolidate, that we have entered into in order to finance the costs
of solar energy facilities under Customer Agreements. We have determined that the provisions in the contractual
arrangements of the investment funds represent substantive profit-sharing arrangements, which gives rise to the
noncontrolling interests and redeemable noncontrolling interests. We have further determined that for all but two of
these arrangements, the appropriate methodology for attributing income and loss to the noncontrolling interests and
redeemable noncontrolling interests each period is a balance sheet approach using the HLBV method.
Attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests under the
HLBV method requires the use of various inputs to calculate the amounts that fund investors would receive upon a
hypothetical liquidation. Changes in these inputs, including change in tax rates, can have a significant impact on the
amount that fund investors would receive upon a hypothetical liquidation.
We classify certain noncontrolling interests with redemption features that are not solely within our control
outside of permanent equity on our consolidated balance sheets. Redeemable noncontrolling interests are reported
using the greater of their carrying value at each reporting date as determined by the HLBV method or their
estimated redemption value in each reporting period. Estimating the redemption value of the redeemable
noncontrolling interests requires the use of significant assumptions and estimates such as projected future cash
flows at the time the redemption feature can be exercised.
We determine the net income (loss) attributable to common stockholders by deducting from net loss, the net
loss attributable to noncontrolling interests and redeemable noncontrolling interests in these funds. The net loss
attributable to noncontrolling interests and redeemable noncontrolling interests represents the fund investors’
allocable share in the results of operations of these investment funds. For these funds, we have determined that the
provisions in the contractual arrangements represent substantive profit sharing arrangements, where the allocations
to the partners sometimes differ from the stated ownership percentages. We have further determined that, for these
arrangements, the appropriate methodology for attributing income and loss to the noncontrolling interests and
redeemable noncontrolling interests each period is a balance sheet approach using the HLBV method. Under the
HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable
noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the fund
investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual
provisions of these funds, assuming the net assets of the respective investment funds were liquidated at the
carrying value determined in accordance with GAAP. The fund investors’ interest in the results of operations of
these investment funds is initially determined by calculating the difference in the noncontrolling interests and
redeemable noncontrolling interests’ claim under the HLBV method at the start and end of each reporting period,
after taking into account any contributions and distributions between the fund and the fund investors and subject to
the redemption provisions in certain funds.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Annual Report on Form 10-K. Our Annual Report on Form
10-K for the year ended December 31, 2019 includes a discussion and analysis of our financial condition and
results of operations for the year ended December 31, 2018 in Item 7. of Part II, “Management's Discussion and
Analysis of Financial Condition and Results of Operations.”
We completed the acquisition of Vivint Solar on October 8, 2020, which plays a significant role in the year
over year changes discussed below, as commencing from the acquisition date our consolidated financial statements
include the assets, liabilities, operating results and cashflows of Vivint Solar. Further information about the
acquisition of Vivint Solar can be found in Note 3, Acquisitions to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
61
Year Ended December 31,
2020
2019
(in thousands, except per share amounts)
$
484,160 $
438,031
922,191
385,650
357,876
352,299
19,548
266,746
5,180
1,387,299
(465,108)
(230,601)
8,188
(687,521)
(60,573)
(626,948)
(453,554)
(173,394) $
387,835
470,743
858,578
280,344
365,485
275,148
23,563
125,023
4,755
1,074,318
(215,740)
(174,246)
(9,254)
(399,240)
(8,218)
(391,022)
(417,357)
26,335
(1.24) $
(1.24) $
0.23
0.21
139,606
139,606
116,397
123,876
Revenue:
Customer agreements and incentives
Solar energy systems and product sales
Total revenue
Operating expenses:
Cost of customer agreements and incentives
Cost of solar energy systems and product sales
Sales and marketing
Research and development
General and administrative
Amortization of intangible assets
Total operating expenses
Loss from operations
Interest expense, net
Other income (expenses), net
Loss before income taxes
Income tax benefit
Net loss
Net loss attributable to noncontrolling interests and redeemable
noncontrolling interests
Net (loss) income attributable to common stockholders
Net (loss) income per share attributable to common stockholders
Basic
Diluted
Weighted average shares used to compute net (loss) income per
share attributable to common stockholders
Basic
Diluted
$
$
$
Comparison of the Years Ended December 31, 2020 and 2019
Revenue
Customer agreements
Incentives
Customer agreements and incentives
Solar energy systems
Products
Solar energy systems and product sales
Total revenue
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands)
$ 432,527 $ 345,486 $ 87,041
9,284
42,349
51,633
96,325
387,835
484,160
(13,563)
283,429
269,866
(19,149)
187,314
168,165
438,031
(32,712)
470,743
$ 922,191 $ 858,578 $ 63,613
25 %
22 %
25 %
(5) %
(10) %
(7) %
7 %
62
Customer Agreements and Incentives. Revenue from Customer Agreements increased by $87.0 million.
Revenue from Vivint Solar Customer Agreements from the acquisition date through December 31, 2020, accounted
for $32.5 million of the increase. The remaining $54.5 million increase was due to both an increase in solar energy
systems under Customer Agreements being placed in service in 2020 and a full year of revenue recognized in 2020
for systems placed in service in 2019 versus only a partial amount of such revenue related to the period in which the
assets were in service in 2019. Revenue from incentives, which consists of sales of Commercial ITCs and SRECs,
increased by $9.3 million when compared to the prior year. Approximately $18.9 million of this increase relates to
activity for Vivint Solar incentives from the acquisition date through December 31, 2020. Offsetting this increase
was a decrease due to the sale of Commercial ITCs under a financing obligation fund opened in 2018, with PTO
activity in that fund primarily concluding during the second quarter of 2019. There has been no such comparable
fund opened in 2019 or 2020.
Solar Energy Systems and Product Sales. Revenue from solar energy systems sales decreased by $13.6
million compared to the prior year due to decreased demand through retail partners. This decrease was offset by
revenue of $27.2 million from solar energy systems sales by Vivint Solar from the acquisition date through
December 31, 2020. Product sales decreased by $19.1 million compared to the prior year primarily due to a
decrease in the volume of wholesale products sold, which has been impacted by COVID-19 and customers'
reduced purchases in 2020 after purchasing safe harbor materials in 2019 for use in 2020. Partially offsetting this
decline was approximately $2.7 million of product sales by Vivint Solar from the acquisition date through December
31, 2020.
Operating Expenses
Cost of customer agreements and incentives
Cost of solar energy systems and product sales
Sales and marketing
Research and development
General and administrative expense
Amortization of intangible assets
Total operating expenses
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands)
$ 385,650 $ 280,344 $ 105,306
(7,609)
365,485
357,876
77,151
275,148
352,299
19,548
(4,015)
23,563
141,723
125,023
266,746
425
4,755
5,180
$ 1,387,299 $ 1,074,318 $ 312,981
38 %
(2) %
28 %
(17) %
113 %
9 %
29 %
Cost of Customer Agreements and Incentives. The $105.3 million increase in Cost of customer agreements
and incentives was due to the increase in solar energy systems placed in service in 2020, plus a full year of costs
recognized in 2019 for systems placed in service in 2019 versus only a partial amount of such expenses related to
the period in which the assets were in service in 2019. Additionally, there was an increase of $60.1 million related to
Vivint Solar’s costs from the acquisition date through December 31, 2020, which included $29.7 million of
depreciation expense on solar fixed assets recorded in the initial purchase accounting for the acquisition. The
depreciable basis of Vivint Solar’s solar fixed assets increased by $1.1 billion based on the excess of fair value over
book value as of the acquisition date.
The Cost of customer agreements and incentives increased to 80% of customer agreements and incentives
revenue during 2020, from 72% during 2019. The increase was impacted by the acquisition of Vivint Solar, which
had negative gross margins due to seasonality, as well as the increase in depreciable basis discussed above.
Cost of Solar Energy Systems and Product Sales. There was a $7.6 million decrease in Cost of solar energy
systems and product sales which was the result of a $34.3 million decrease related to the decreases in the solar
energy systems and product sales discussed above, offset by the addition of $26.7 million of the Vivint Solar costs
from the acquisition date through December 31, 2020. Vivint Solar’s cost of solar energy systems sales were
impacted by a $7.7 million increase in inventory based on the excess of fair value over book value as of the
acquisition date.
Sales and Marketing Expense. The $77.2 million increase in Sales and marketing expense was primarily
attributable to $67.9 million related to the inclusion of Vivint Solar from the acquisition date through December 31,
2020, which included $43.7 million of stock-based compensation expense based on the fair value at the time of the
63
acquisition. The remaining increase in Sales and marketing expense is primarily attributable to $9.6 million in non-
recurring and restructuring costs incurred during the twelve months ended December 31, 2020, as well as increases
in costs to acquire customers through our retail and sales lead generating partners and in advertising costs, partially
offset by a decrease in headcount driving lower compensation, as well as a fair value adjustment on contingent
consideration. Included in sales and marketing expense were $14.4 million and $11.8 million of amortization of costs
to obtain Customer Agreements for 2020 and 2019, respectively.
Research and Development Expense. The $4.0 million decrease in Research and development expense was
primarily attributable to a decrease in consulting fees, as well as a decrease in headcount resulting in lower
employee compensation. Partially offsetting these decreases was approximately $0.4 million related to Vivint Solar
from the acquisition date through December 31, 2020.
General and Administrative Expense. The $141.7 million increase in General and administrative expenses
was primarily attributable to $89.8 million related to the inclusion of Vivint Solar from the acquisition date through
December 31, 2020, which included $73.3 million of stock-based compensation expense based on the fair value at
the time of the acquisition. The remaining increases related to a $6.7 million legal settlement accrual, $35.6 million
in nonrecurring (primarily acquisition-related) costs incurred during 2020, as well as an increase in stock-based
compensation.
Non-Operating Expenses
Interest expense, net
Other income (expenses), net
Total interest and other expenses, net
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands)
$ (230,601) $ (174,246) $ (56,355)
17,442
$ (222,413) $ (183,500) $ (38,913)
(9,254)
8,188
32 %
(188) %
21 %
Interest expense, net. The increase in Interest expense, net of $56.4 million included $25.2 million of interest
expense associated with the debt acquired with Vivint Solar. The remaining increase is primarily related to
additional non-recourse and pass-through financing obligation debt entered into in 2020. Included in net interest
expense is $24.8 million and $28.6 million of non-cash interest imputed under prepaid Customer Agreements for
2020 and 2019, respectively.
Other income (expenses), net. The decrease in other expenses of $17.4 million relates primarily to losses on
extinguishment of debt related to an early repayment of a pass-through financing obligation and certain non-
recourse debt in 2019, with no such comparable activity in 2020. Additionally, there was a $6.5 million gain on
extinguishment of debt recognized in 2020.
Income Tax Benefit
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands)
Income tax benefit
$
(60,573) $
(8,218) $
(52,355)
637 %
The increase in Income tax benefit of $52.4 million primarily relates to an increase in tax benefit related to a
higher pre-tax loss and an increase in stock compensation deductions that was offset by an increase in
noncontrolling interest and redeemable noncontrolling interests and valuation allowance.
Given our net operating loss carryforwards as of December 31, 2020, we do not expect to pay income tax,
including in connection with our 2020 income tax provision, until our net operating losses are fully utilized. As of
December 31, 2020, the Company had net operating loss carryforwards for federal and state income tax purposes
of approximately $720.7 million and $2.1 billion, respectively, which will begin to expire in 2028 for federal purposes
64
and in 2024 for state purposes. In addition, federal and certain state net operating loss carryforwards generated in
tax years beginning after December 31, 2017 total $1.1 billion and $176.3 million, respectively, and have indefinite
carryover periods and do not expire.
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands)
Net loss attributable to noncontrolling interests and
redeemable noncontrolling interests
$ (453,554) $ (417,357) $
(36,197)
9 %
The increase in Net loss attributable to noncontrolling interests and redeemable noncontrolling interests was
primarily the result of an additional $25.3 million net loss related Vivint Solar's noncontrolling interests and
redeemable noncontrolling interests from the acquisition date through December 31, 2020.
Liquidity and Capital Resources
As of December 31, 2020, we had cash of $520.0 million, which consisted of cash held in checking and
savings accounts with financial institutions. This balance included $433.2 million of cash assumed as a result of the
acquisition of Vivint Solar. We finance our operations mainly through a variety of financing fund arrangements that
we have formed with fund investors, cash generated from our sources of revenue and borrowings from secured
credit facilities arrangements with syndicates of banks and from secured, long-term non-recourse loan
arrangements. In 2020, we received $595.0 million of new commitments on secured credit facilities arrangements
with syndicates of banks and $1.3 billion of commitments from secured, long-term non-recourse loan arrangements.
Our principal uses of cash are funding our business, including the costs of acquisition and installation of solar
energy systems, satisfaction of our obligations under our debt instruments and other working capital requirements.
As of December 31, 2020, we had outstanding borrowings of $230.7 million on our $250.0 million corporate bank
line of credit maturing in April 2022, as well as outstanding borrowings of $60.0 million on our $200.0 million
corporate asset financing facility maturing in June 2023. Additionally, we have purchase commitments, which have
the ability to be canceled without significant penalties, with multiple suppliers to purchase $56.9 million of
photovoltaic modules, inverters and batteries by the end of 2022. In January 2021, we issued $400.0 million of
convertible senior notes with a maturity date of February 1, 2026, for net proceeds of approximately $389.0 million.
Our business model requires substantial outside financing arrangements to grow the business and facilitate the
deployment of additional solar energy systems. The solar energy systems that are operational are expected to
generate a positive return rate over the term of the Customer Agreement, typically 20 or 25 years. However, in order
to grow, we will continue to be dependent on financing from outside parties. If financing is not available to us on
acceptable terms if and when needed, we may be required to reduce planned spending, which could have a
material adverse effect on our operations. While there can be no assurances, we anticipate raising additional
required capital from new and existing investors. We believe our cash, investment fund commitments and available
borrowings as further described below will be sufficient to meet our anticipated cash needs for at least the next 12
months. The following table summarizes our cash flows for the periods indicated:
Consolidated cash flow data:
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Net increase in cash
Year Ended December 31,
2019
2020
(in thousands)
$
$
(317,972) $
(497,789)
1,160,740
344,979 $
(204,487)
(843,255)
1,106,572
58,830
65
Operating Activities
During 2020, we used $318.0 million in net cash from operating activities. The driver of our operating cash
inflow consists of payments received from customers as well as incentives. The driver of our operating cash outflow
consists of the costs of our revenue, as well as sales, marketing and general and administrative costs. During
2020, our operating cash outflows were $239.0 million from our net loss excluding non-cash and non-operating
items. Changes in working capital resulted in a net cash outflow of $79.0 million.
During 2019, we used $204.5 million in net cash from operating activities. The driver of our operating cash
inflow consists of payments received from customers as well as incentives. The driver of our operating cash outflow
consists of the costs of our revenue, as well as sales, marketing and general and administrative costs. During
2019, our operating cash outflows were $174.7 million from our net loss excluding non-cash and non-operating
items. Changes in working capital resulted in a net cash outflow of $29.7 million.
Investing Activities
During 2020, we used $497.8 million in cash in investing activities. The majority was used to design, acquire
and install solar energy systems and components under our long-term Customer Agreements. During 2020, we
contributed $65.4 million as an investment in a home electrification venture. Offsetting these outflows was $537.2
million of cash and restricted cash provided by the acquisition of Vivint Solar on October 8, 2020.
During 2019, we used $843.3 million in cash in investing activities. The majority was used to design, acquire
and install solar energy systems and components under our long-term Customer Agreements.
Financing Activities
During 2020, we generated $1.2 billion from financing activities. This was primarily driven by $712.8 million in
net proceeds from fund investors, $329.1 million in net proceeds from debt, offset by $10.6 million in repayments
under finance lease obligations. Additionally, during 2020, we received $75.0 million from the sale and issuance of
shares pursuant to a subscription agreement with SK E&S Co., Ltd.
During 2019, we generated $1.1 billion from financing activities. This was primarily driven by $632.2 million in
net proceeds from fund investors, $474.8 million in net proceeds from debt, offset by $13.9 million in repayments
under finance lease obligations.
Debt, Equity, and Financing Fund Commitments
Debt Instruments
For a discussion of the terms and conditions of debt instruments and changes thereof in the period, refer to
Note 11, Indebtedness, to our consolidated financial statements included elsewhere in this Annual Report on Form
10-K.
Investment Fund Commitments
As of December 31, 2020, we had committed and available capital of approximately $332.5 million that may
only be used to purchase and install solar energy systems. We intend to establish new investment funds in the
future, and we may also use debt, equity or other financing strategies to finance our business.
66
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statement included
elsewhere in this Annual Report on Form 10-K.
67
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to certain market risks in the ordinary course of our business. Our primary exposure
includes changes in interest rates because certain borrowings bear interest at floating rates based on LIBOR plus a
specified margin. We sometimes manage our interest rate exposure on floating-rate debt by entering into derivative
instruments to hedge all or a portion of our interest rate exposure in certain debt facilities. We do not enter into any
derivative instruments for trading or speculative purposes. Changes in economic conditions could result in higher
interest rates, thereby increasing our interest expense and operating expenses and reducing funds available for
capital investments, operations and other purposes. A hypothetical 10% increase in our interest rates on our
variable rate debt facilities would have increased our interest expense by $4.1 million and $3.9 million for the year
ended December 31, 2020 and 2019, respectively. Following our acquisition of Vivint Solar on October 8, 2020, we
expect the impact of interest rate changes on our variable debt facilities to be greater going forward. For example, a
hypothetical 10% increase in interest rates on our variable rate debt facilities would have increased our interest
expense by $1.0 million for the three months ended December 31, 2020.
68
Item 8. Financial Statements and Supplementary Data.
Reports of Independent Registered Public Accounting Firm
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders'
Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
70
76
78
79
80
81
82
69
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sunrun Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sunrun Inc. (the Company) as of December 31,
2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, redeemable
noncontrolling interests and stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated February 25, 2021 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
70
Description of matter
How We Addressed the Matter
in Our Audit
Noncontrolling interests and redeemable noncontrolling interests
At December 31, 2020, noncontrolling interests were $651.0 million and
redeemable noncontrolling interests were $560.5 million. As explained in Note 1
to the consolidated financial statements, noncontrolling interests and redeemable
noncontrolling interests represent investors’ interests in the net assets of the tax-
equity Funds that the Company has created to finance the cost of its solar energy
systems subject to the Company’s Customer Agreements. The Company has
determined that the contractual provisions in the funding arrangements represent
substantive profit sharing arrangements. The Company has further determined
that the appropriate methodology for attributing income and loss to the
noncontrolling interests and redeemable noncontrolling interests each period is a
balance sheet approach referred to as the hypothetical liquidation at book value
(“HLBV”) method.
Auditing the noncontrolling interests and redeemable noncontrolling interests is
complex due to the volume of tax equity funds and the allocation of the net
income or loss to the equity holders. Each HLBV calculation is based upon the
liquidation provisions of each fund’s contractual agreement used to calculate the
amount of income or loss to be attributed to the noncontrolling member.
We obtained an understanding, evaluated the design and tested the operating
effectiveness of internal controls that address the risks of material misstatement
relating to the noncontrolling interests and redeemable noncontrolling interests.
This included evaluating controls over establishing each HLBV model and
management’s review of each significant input into the HLBV models for
compliance with the contractual provisions of such funding arrangements, the
completeness and accuracy of underlying data, the calculation of tax capital
accounts, and the mathematical accuracy of the HLBV models.
To test the noncontrolling interests and redeemable noncontrolling interests, our
audit procedures included, among others, examining the HLBV models for
compliance with contractual provisions in the funding arrangements. We tested
the completeness and accuracy of the underlying data used in each HLBV model.
We involved tax professionals to assist in evaluating the calculation of the tax
capital accounts in accordance with the tax code, as well as compliance with
contractual provisions in the funding arrangements. We also tested the
mathematical accuracy of management’s HLBV models.
71
Description of matter
How We Addressed the Matter in
Our Audit
Realizability of Deferred Tax Assets
As described in Note 19 to the consolidated financial statements, at December 31,
2020, the total and gross deferred tax assets were $779.1 million and $687.7 million,
respectively. Valuation allowances are provided against deferred tax assets to the
extent that it is more likely than not that the deferred tax assets will not be realized.
The Company considers all available positive and negative evidence including its
history of operating income or losses, future reversals of existing taxable temporary
differences, taxable income in carryback years and tax-planning strategies.
Auditing management’s assessment of recoverability of deferred tax assets involved
complex auditor judgment in determining whether the reversal of temporary
differences and the execution of a prudent and feasible tax planning strategy are
sufficient to support the realization of the existing deferred tax assets before
expiration.
We obtained an understanding, evaluated the design and tested the operating
effectiveness of internal controls that address the risks of material misstatement
relating to the realizability of deferred tax assets. This included controls over
management’s scheduling of the future reversal of existing taxable temporary
differences and evaluation of a prudent and feasible tax planning strategy.
Among other audit procedures performed, we tested the Company’s scheduling of the
reversal of existing temporary taxable differences including its mathematical accuracy.
We tested the completeness and accuracy of the underlying data and appropriateness
of significant inputs and assumptions including the estimated reversal periods for
taxable temporary differences. We also evaluated the prudence and feasibility of the
Company’s tax planning strategy, including involvement of our tax professionals.
72
Description of matter
How We Addressed the Matter in
Our Audit
Business Combination
As described in Note 3 to the consolidated financial statements, the Company
completed the acquisition of Vivint Solar, Inc. during 2020 for total consideration of
$5.0 billion. The acquisition was accounted for as a business combination. The
recognition, measurement and disclosure of the Company’s business combination in
the 2020 consolidated financial statements was considered especially challenging and
required significant auditor judgment due to the complex determination by
management of the appropriate assumptions, such as the discount rate used in the
discounted cash flow model related to the valuation of solar energy systems.
We obtained an understanding, evaluated the design and tested the operating
effectiveness of internal controls that address the risks of material misstatement
relating to the business combination. This included controls over the recognition and
measurement of consideration transferred and acquired assets and liabilities,
including the valuation models and underlying assumptions used to develop such
estimates.
To test the valuation of acquired assets, we performed audit procedures that
included, among others, evaluating management’s identification of assets acquired
and assessing the fair value measurements prepared by management and their third-
party valuation specialists, including the discount rate as used in valuing the solar
energy systems. We involved our valuation specialists to assist with the valuation of
methodologies used by the Company and significant assumptions included in the fair
value estimates. For example, to evaluate the discount rate, we evaluated the current
industry and market trends in which the Company operates, the Company’s historical
application of discount rates for solar energy systems, and performed a sensitivity
analysis. We also evaluated the adequacy of the Company’s disclosures included in
Note 3 related to this acquisition.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
San Francisco, California
February 25, 2021
73
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sunrun Inc.
Opinion on Internal Control over Financial Reporting
We have audited Sunrun Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sunrun Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,
based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not
include the internal controls of Vivint Solar, Inc., which is included in the 2020 consolidated financial statements of
the Company and constituted $7.9 billion of total assets as of December 31, 2020 and $81.3 million of total
revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not
include an evaluation of the internal control over financial reporting of Vivint Solar, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 25,
2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
74
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
San Francisco, California
February 25, 2021
75
Sunrun Inc.
Consolidated Balance Sheets
(In Thousands, Except Share Par Values)
Assets
Current assets:
Cash
Restricted cash
Accounts receivable (net of allowances for credit losses of $4,861 and $3,151
as of December 31, 2020 and 2019, respectively)
Inventories
Prepaid expenses and other current assets
Total current assets
Restricted cash
Solar energy systems, net
Property and equipment, net
Intangible assets, net
Goodwill
Other assets
Total assets (1)
Liabilities and total equity
Current liabilities:
Accounts payable
Distributions payable to noncontrolling interests and redeemable noncontrolling interests
Accrued expenses and other liabilities
Deferred revenue, current portion
Deferred grants, current portion
Finance lease obligations, current portion
Non-recourse debt, current portion
Pass-through financing obligation, current portion
Total current liabilities
Deferred revenue, net of current portion
Deferred grants, net of current portion
Finance lease obligations, net of current portion
Recourse debt
Non-recourse debt, net of current portion
Pass-through financing obligation, net of current portion
Other liabilities
Deferred tax liabilities
Total liabilities (1)
Commitments and contingencies (Note 19)
Redeemable noncontrolling interests
Stockholders’ equity:
Preferred stock, $0.0001 par value—authorized, 200,000 shares as of
December 31, 2020 and 2019; no shares issued and outstanding
as of December 31, 2020 and 2019
Common stock, $0.0001 par value—authorized, 2,000,000 shares as of
December 31, 2020 and 2019; issued and outstanding, 201,406 and
118,451 shares as of December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities, redeemable noncontrolling interests and total equity
76
As of December 31,
2020
2019
$
519,965 $
188,095
$
$
95,141
283,045
51,483
1,137,729
148
8,202,788
62,182
18,262
4,280,169
681,665
14,382,943 $
207,441 $
28,627
325,614
108,452
8,251
11,037
195,036
16,898
901,356
690,824
213,269
12,929
230,660
4,370,449
323,496
268,684
81,905
7,093,572
269,577
93,504
77,728
260,571
32,450
733,830
148
4,492,615
56,708
19,543
95,094
408,403
5,806,341
223,356
16,062
148,497
77,643
8,093
10,064
35,348
11,031
530,094
651,856
218,568
12,895
239,485
1,980,107
327,974
141,401
65,964
4,168,344
560,461
306,565
—
—
20
6,107,802
(106,755)
76,844
6,077,911
650,999
6,728,910
$
14,382,943 $
12
766,006
(52,753)
251,466
964,731
366,701
1,331,432
5,806,341
(1)
The Company’s consolidated assets as of December 31, 2020 and 2019 include $7,190,866 and $3,521,202, 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
December 31, 2020 and 2019 were $6,748,127 and $3,259,712, respectively; cash as of December 31, 2020 and 2019 were $219,502
and $133,362, respectively; restricted cash as of December 31, 2020 and 2019 were $34,559 and $2,746, respectively; accounts
receivable, net as of December 31, 2020 and 2019 were $35,152 and $21,956, respectively; inventories as of December 31,
2020 and December 31, 2019 of $23,306 and $15,721; prepaid expenses and other current assets as of December 31, 2020 and 2019
were $2,629 and $554, respectively and other assets as of December 31, 2020 and 2019 were $127,591 and $87,151, respectively.
The Company’s consolidated liabilities as of December 31, 2020 and 2019 include $1,857,967 and $774,564, respectively, in liabilities of
VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of December 31, 2020 and 2019
of $15,609 and $11,531, respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of
December 31, 2020 and 2019 of $28,577 and $16,012, respectively; accrued expenses and other liabilities as of December 31, 2020
and 2019 of $24,660 and $10,740, respectively; deferred revenue as of December 31, 2020 and 2019 of $538,067 and $482,138,
respectively; deferred grants as of December 31, 2020 and 2019 of $26,898 and $28,034, respectively; non-recourse debt as of
December 31, 2020 and 2019 of $1,192,411 and $206,476, respectively; and other liabilities as of December 31,
2020 and December 31, 2019 of $31,745 and $19,633, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
77
Sunrun Inc.
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
Year Ended December 31,
2019
2018
2020
Revenue:
Customer agreements and incentives
Solar energy systems and product sales
Total revenue
Operating expenses:
Cost of customer agreements and incentives
Cost of solar energy systems and product sales
Sales and marketing
Research and development
General and administrative
Amortization of intangible assets
Total operating expenses
Loss from operations
Interest expense, net
Other income (expenses), net
Loss before income taxes
Income tax (benefit) expense
Net loss
Net loss attributable to noncontrolling interests and
redeemable noncontrolling interests
Net (loss) income attributable to common stockholders
Net (loss) income per share attributable to common stockholders
Basic
Diluted
Weighted average shares used to compute net (loss) income
per share attributable to common stockholders
Basic
Diluted
$
484,160 $
438,031
922,191
387,835 $
470,743
858,578
404,466
355,515
759,981
385,650
357,876
352,299
19,548
266,746
5,180
1,387,299
(465,108)
(230,601)
8,188
(687,521)
(60,573)
(626,948)
280,344
365,485
275,148
23,563
125,023
4,755
1,074,318
(215,740)
(174,246)
(9,254)
(399,240)
(8,218)
(391,022)
240,857
294,066
207,232
18,844
116,659
4,204
881,862
(121,881)
(131,771)
2,788
(250,864)
9,322
(260,186)
(453,554)
(173,394) $
(417,357)
26,335 $
(286,843)
26,657
(1.24) $
(1.24) $
0.23 $
0.21 $
0.24
0.23
$
$
$
139,606
139,606
116,397
123,876
110,089
117,112
The accompanying notes are an integral part of these consolidated financial statements.
78
Sunrun Inc.
Consolidated Statements of Comprehensive (Loss) Income
(In Thousands)
Year Ended December 31,
2020
2019
2018
Net (loss) income attributable to common stockholders
$
(173,394) $
26,335 $
Unrealized (loss) gain on derivatives, net of income taxes
(63,445)
(48,295)
26,657
6,187
Adjustment for net loss (gain) on derivatives recognized into
earnings, net of income taxes
Other comprehensive (loss) income
Comprehensive (loss) income
9,443
(594)
(5,198)
(54,002)
(48,889)
989
$
(227,396) $
(22,554) $
27,646
The accompanying notes are an integral part of these consolidated financial statements.
79
Sunrun Inc.
Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders' Equity
(In Thousands)
Redeemable
Noncontrolling
Interests
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Total
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance - December 31, 2017
$
123,801
107,350
$
11
$
682,950
$
(4,113) $
202,734
$
881,582
$
358,934
$
1,240,516
Cumulative effect of adoption of new
ASU (No. 2017-12)
Exercise of stock options
Issuance of restricted stock units, net of
tax withholdings
Shares issued in connection with the
Employee Stock Purchase Plan
Stock-based compensation
Contributions from redeemable
noncontrolling interests and
noncontrolling interests
Distributions to redeemable
noncontrolling interests and
noncontrolling interests
Net (loss) income
Other comprehensive loss, net of taxes
—
—
—
—
—
111,125
(11,057)
(97,567)
—
—
3,271
1,614
914
—
—
—
—
—
Balance - December 31, 2018
126,302
113,149
Cumulative effect of adoption of new
ASU (No. 2018-02)
Exercise of stock options
Issuance of restricted stock units, net of
tax withholdings
Shares issued in connection with the
Employee Stock Purchase Plan
Stock-based compensation
Contributions from redeemable
noncontrolling interests and
noncontrolling interests
Distributions to redeemable
noncontrolling interests and
noncontrolling interests
Net (loss) income
Acquisition of noncontrolling interest
Repurchase of common stock
Other comprehensive loss, net of taxes
—
—
—
—
—
429,786
(15,137)
(234,386)
—
—
—
—
3,624
1,105
942
—
—
—
—
—
(369)
—
Balance - December 31, 2019
306,565
118,451
Cumulative effect of adoption of new
ASU (No. 2016-13)
Exercise of stock options
Issuance of restricted stock units, net of
tax withholdings
Shares issued in connection with the
Employee Stock Purchase Plan
Stock-based compensation
Contributions from redeemable
noncontrolling interests and
noncontrolling interests
Distributions to redeemable
noncontrolling interests and
noncontrolling interests
Net (loss) income
Shares issued in connection with a
subscription agreement
—
—
—
—
—
—
6,609
4,124
675
—
484,091
—
—
(37,453)
(243,542)
—
—
—
2,075
Acquisition of Vivint Solar
58,300
69,472
Acquisition of noncontrolling interests
Other comprehensive loss, net of taxes
(7,500)
—
—
—
—
—
—
—
—
—
—
—
—
11
—
—
1
—
—
—
—
—
—
—
—
12
—
—
1
—
—
—
—
—
7
—
—
—
17,178
(10,102)
4,546
27,857
—
—
—
—
722,429
—
19,840
(10,585)
6,939
26,306
—
—
—
1,077
—
—
766,006
—
41,840
(1,026)
7,842
177,082
—
—
—
75,000
5,037,516
3,542
—
1,992
—
—
—
—
—
—
—
(1,003)
(3,124)
(740)
—
—
—
—
—
—
—
—
—
(48,889)
(52,753)
—
—
—
—
—
—
—
—
—
—
—
(54,002)
—
—
—
—
—
—
—
26,657
—
229,391
740
—
—
—
—
—
—
26,335
—
(5,000)
—
251,466
(1,228)
—
—
—
—
—
—
1,992
17,178
$
(10,102)
4,546
27,857
—
—
26,657
(1,003)
—
—
—
—
—
1,992
17,178
(10,102)
4,546
27,857
234,022
234,022
(69,605)
(189,276)
—
(69,605)
(162,619)
(1,003)
948,707
334,075
1,282,782
—
19,840
(10,584)
6,939
26,306
—
—
26,335
1,077
(5,000)
(48,889)
964,731
(1,228)
41,840
(1,025)
7,842
177,082
—
—
—
—
—
—
—
—
19,840
(10,584)
6,939
26,306
282,127
282,127
(61,732)
(182,971)
(4,798)
—
—
(61,732)
(156,636)
(3,721)
(5,000)
(48,889)
366,701
1,331,432
—
—
—
—
—
(1,228)
41,840
(1,025)
7,842
177,082
333,970
333,970
(69,060)
(210,012)
(69,060)
(383,406)
(173,394)
(173,394)
—
—
—
—
75,000
—
75,000
5,037,523
229,400
5,266,923
3,542
(54,002)
—
—
3,542
(54,002)
Balance - December 31, 2020
$
560,461
201,406
$
20
$
6,107,802
$
(106,755) $
76,844
$
6,077,911
$
650,999
$
6,728,910
The accompanying notes are an integral part of these consolidated financial statements
80
Sunrun Inc.
Consolidated Statements of Cash Flows
(In Thousands)
Year Ended December 31,
2020
2019
2018
$
(626,948) $
(391,022) $
(260,186)
Operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization, net of amortization of deferred grants
Deferred income taxes
Stock-based compensation expense
Interest on pass-through financing obligations
Reduction in pass-through financing obligations
Other noncash items
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid and other assets
Accounts payable
Accrued expenses and other liabilities
Deferred revenue
Net cash used in operating activities
Investing activities:
Payments for the costs of solar energy systems
Business combination, net of cash acquired
Purchase of equity method investment
Purchases of property and equipment, net
Net cash used in investing activities
Financing activities:
Proceeds from state tax credits, net of recapture
Proceeds from issuance of recourse debt
Repayment of recourse debt
Proceeds from issuance of non-recourse debt
Repayment of non-recourse debt
Payment of debt fees
Proceeds from pass-through financing and other obligations
Early repayment of pass-through financing obligations
Payment of finance lease obligations
Contributions received from noncontrolling interests and redeemable noncontrolling interests
Distributions paid to noncontrolling interests and redeemable noncontrolling interests
Acquisition of noncontrolling interests
Net proceeds related to stock-based award activities
Proceeds from shares issued in connection with a subscription agreement
Repurchase of common stock
Net cash provided by financing activities
Net change in cash and restricted cash
Cash and restricted cash, beginning of period
Cash and restricted cash, end of period
Supplemental disclosures of cash flow information
Cash paid for interest
Cash paid for income 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
Right-of-use assets obtained in exchange for finance lease liabilities
$
$
$
$
$
242,942
(60,573)
170,587
23,166
(39,188)
51,040
4,988
47,554
(117,033)
(45,718)
(10,306)
41,517
(317,972)
(966,580)
537,242
(65,356)
(3,095)
(497,789)
5,683
182,700
(191,525)
751,493
(399,459)
(14,083)
8,701
—
(10,578)
818,061
(111,223)
(2,694)
48,664
75,000
—
1,160,740
344,979
363,229
187,163
(8,218)
26,306
24,326
(39,083)
25,780
(14,864)
(181,104)
(81,630)
67,356
42,081
138,422
(204,487)
(815,188)
(2,722)
—
(25,345)
(843,255)
2,253
185,450
(192,965)
1,181,549
(670,508)
(28,687)
9,140
(7,597)
(13,919)
711,914
(76,654)
(4,600)
16,196
—
(5,000)
1,106,572
58,830
304,399
708,208 $
363,229 $
156,007
9,322
27,856
19,205
(25,005)
25,484
(5,707)
14,960
(75,924)
8,848
15,286
27,393
(62,461)
(806,365)
—
—
(4,951)
(811,316)
10,887
17,000
(17,000)
980,544
(517,594)
(24,849)
217,082
—
(9,025)
345,147
(78,398)
—
12,592
—
—
936,386
62,609
241,790
304,399
119,626 $
99,472 $
— $
— $
76,313
—
66,433 $
51,719 $
27,169
4,265 $
17,914 $
14,302
The accompanying notes are an integral part of these consolidated financial statements.
81
Sunrun Inc.
Notes to Consolidated Financial Statements
Note 1. Organization
Sunrun Inc. (“Sunrun” or the “Company”) was originally formed in 2007 as a California limited liability
company and was converted into a Delaware corporation in 2008. The Company is engaged in the design,
development, installation, sale, ownership and maintenance of residential solar energy systems (“Projects”) in the
United States.
Sunrun acquires customers directly and through relationships with various solar and strategic partners
(“Partners”). The Projects are constructed either by Sunrun or by Sunrun’s Partners and are owned by the
Company. Sunrun’s customers enter into an agreement to utilize the solar system (“Customer Agreement”) which
typically has an initial term of 20 or 25 years. Sunrun monitors, maintains and insures the Projects. The Company
also sells solar energy systems and products, such as panels and racking and solar leads generated to customers.
The Company has formed various subsidiaries (“Funds”) to finance the development of Projects. These
Funds, structured as limited liability companies, obtain financing from outside investors and purchase or lease
Projects from Sunrun under master purchase or master lease agreements. The Company currently utilizes three
legal structures in its investment Funds, which are referred to as: (i) pass-through financing obligations,
(ii) partnership-flips and (iii) joint venture (“JV”) inverted leases.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) and reflect the accounts and operations of the Company and those of its
subsidiaries, including Funds, in which the Company has a controlling financial interest. Beginning October 8, 2020,
our consolidated subsidiaries include Vivint Solar, Inc. ("Vivint Solar"). The typical condition for a controlling financial
interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest
may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve
controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation, the Company consolidates any VIE of
which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the
power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the
obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be
significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine
whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and
liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in
consolidation.
Beginning in the quarter ended March 31, 2020, a strain of coronavirus (COVID-19) has spread throughout
the world, and at this point, the extent to which the coronavirus may impact operations of the Company is uncertain.
The extent of the impact of the coronavirus on the Company's business and operations will depend on several
factors, such as the duration, severity, and geographic spread of the outbreak. The Company is monitoring the
evolving situation closely and evaluating its potential exposure.
Use of Estimates
The preparation of the consolidated financial statements requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition
constraints that result in variable consideration, the discount rate used to adjust the promised amount of
consideration for the effects of a significant financing component, the estimates that affect the collectability of
accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of
property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to
amortize pass-through financing obligations, the discount rate uses for operating and financing leases, the fair value
of contingent consideration, the fair value of assets acquired and liabilities assumed in a business combination, the
valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax
assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling
82
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
interests. The Company bases its estimates on historical experience and on various other assumptions believed to
be reasonable. In light of the uncertain impact COVID-19 could have on the Company's business, the Company's
estimates may change in the future. Actual results may differ from such estimates.
Segment Information
The Company has one operating segment with one business activity, providing solar energy services and
products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who
manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance
and allocating resources, the CODM reviews financial information presented on a consolidated basis.
Revenue from external customers (including, but not limited to homeowners) for each group of similar
products and services is as follows (in thousands):
Customer agreements
Incentives
Customer agreements and incentives
Solar energy systems
Products
Solar energy systems and product sales
Total revenue
$
$
Year Ended December 31,
2019
345,486 $
2020
432,527 $
51,633
484,160
42,349
387,835
2018
272,672
131,794
404,466
269,866
168,165
438,031
922,191 $
283,429
187,314
470,743
858,578 $
186,512
169,003
355,515
759,981
Revenue from Customer Agreements includes payments by customers for the use of the system as well as
utility and other rebates assigned by the customer to the Company in the Customer Agreement. Revenue from
incentives includes revenue from the sale of commercial investment tax credits ("Commercial ITCs") and solar
renewable energy credits (“SRECs”).
Cash and Restricted Cash
Cash consists of bank deposits held in checking and savings accounts. The Company considers all highly
liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company
has exposure to credit risk to the extent cash balances exceed amounts covered by federal deposit insurance. The
Company believes that its credit risk is not significant.
Restricted cash represents amounts related to obligations under certain financing transactions and future
replacement of solar energy system components.
The following table provides a reconciliation of cash and restricted cash reported within the consolidated
balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows.
Cash and restricted cash consists of the following (in thousands):
Cash
Restricted cash, current and long-term
Total
December 31,
2020
2019
2018
$
$
519,965 $
269,577 $
226,625
188,243
93,652
77,774
708,208 $
363,229 $
304,399
As a result of the acquisition of Vivint Solar on October 8, 2020, cash and restricted cash increased by $537.2
million.
83
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Accounts Receivable
Accounts receivable consist of amounts due from customers as well as state and utility rebates due from
government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive
rebates to the Company.
Accounts receivable are recorded at net realizable value. The Company maintains allowances for the
applicable portion of receivables using the expected credit loss model. The Company estimates expected credit
losses from doubtful accounts based upon the expected collectability of all accounts receivables, which takes into
account the number of days past due, collection history, identification of specific customer exposure, current
economic trends, and management’s expectation of future economic conditions. Once a receivable is deemed to be
uncollectible, it is written off. In 2020, 2019 and 2018, the Company recorded provisions for credit losses of $7.2
million, $3.4 million and $3.4 million, respectively, and wrote-off uncollectible receivables of $5.4 million, $2.0 million
and $2.8 million, respectively.
Accounts receivable, net consists of the following (in thousands):
Customer receivables
Other receivables
Rebates receivable
Allowance for credit losses
Total
State Tax Credits Receivable
December 31,
2020
2019
$
$
97,723 $
710
1,569
(4,861)
95,141 $
79,899
23
957
(3,151)
77,728
State tax credits receivable are recognized upon submission of the state income tax return.
Inventories
Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventories
consist of raw materials such as photovoltaic panels, inverters and mounting hardware as well as miscellaneous
electrical components that are sold as-is by the distribution operations and used in installations and work-in-
process. Work-in-process primarily relates to solar energy systems that will be sold to customers, which are partially
installed and have yet to meet the criteria for revenue recognition. For solar energy systems where the Company
performs the installation, the Company commences transferring component parts from inventories to construction-
in-progress, a component of solar energy systems, once a lease contract with a lease customer has been executed
and the component parts have been assigned to a specific project. Additional costs incurred including labor and
overhead are recorded within construction in progress.
The Company periodically reviews inventories for unusable and obsolete items based on assumptions about
future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to
their market value.
Solar Energy Systems, net
The Company records solar energy systems subject to signed Customer Agreements and solar energy
systems that are under installation as solar energy systems, net on its consolidated balance sheet. Solar energy
systems, net is comprised of system equipment costs related to solar energy systems, less accumulated
depreciation and amortization. Depreciation on solar energy systems is calculated on a straight-line basis over the
estimated useful lives of the systems of 35 years. The Company periodically reviews its estimated useful life and
recognizes changes in estimates by prospectively adjusting depreciation expense. Inverters and batteries are
depreciated over their estimated useful life of 10 years.
Solar energy systems under construction will be depreciated as solar energy systems subject to signed
Customer Agreements when the respective systems are completed and interconnected.
84
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Property and Equipment, net
Property and equipment, net consists of leasehold improvements, furniture, computer hardware and
software, machinery and equipment and automobiles. All property and equipment are stated at historical cost net of
accumulated depreciation. Repairs and maintenance are expensed as incurred.
Property and equipment is depreciated on a straight-line basis over the following periods:
Leasehold improvements
Lesser of 6 years or lease term
Furniture
Computer hardware and software
5 years
3 years
Machinery and equipment
5 years or lease term
Automobiles
Lease term
Capitalization of Software Costs
For costs incurred in the development of internal use software, the Company capitalizes costs incurred during
the application development stage. Costs related to preliminary project activities and post implementation activities
are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life.
Additional costs of $2.0 million, $2.6 million and $2.5 million were capitalized in 2020, 2019 and 2018, respectively.
Intangible Assets, net
Finite-lived intangible assets are initially recorded at fair value and are subsequently presented net of
accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives
as follows:
Customer relationships
Developed technology
Trade names
5 -10 years
5 years
5 - 8 years
Impairment of Long-Lived Assets
The carrying amounts of the Company’s long-lived assets, including solar energy systems and intangible
assets subject to depreciation and amortization, are periodically reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful
life is shorter than originally estimated. Factors that are considered in deciding when to perform an impairment
review would include significant negative industry or economic trends and significant changes or planned changes
in the use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each
asset group to the future undiscounted cash flows the asset group is expected to generate over its remaining life. If
the asset group is considered to be impaired, the amount of any impairment is measured as the difference between
the carrying value and the fair value of the impaired asset group. If the useful life is shorter than originally estimated,
the Company amortizes the remaining carrying value over the new shorter useful life. The Company has recognized
no material impairments of its long-lived assets in any of the periods presented.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities
assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances
indicate that the carrying amount may be impaired. The Company has determined that it operates as one reporting
unit and the Company’s goodwill is recorded at the enterprise level. The Company performs its annual impairment
test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would
indicate that goodwill might be impaired. When assessing goodwill for impairment, the Company uses qualitative
and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill. The Company also
considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and
85
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
estimates, including the Company’s future financial performance, weighted average cost of capital and interpretation
of currently enacted tax laws.
Circumstances that could indicate impairment and require the Company to perform a quantitative impairment
test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise
value relative to its net book value, an unanticipated change in competition or the Company’s market share and a
significant change in the Company’s strategic plans. As of October 1, 2020, the Company concluded that the fair
value of the Company exceeded its carrying value.
Deferred Revenue
When the Company receives consideration, or when such consideration is unconditionally due, from a
customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the
Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue
recognition have not yet been met and includes amounts that are collected or assigned from customers, including
upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the
cumulative excess of interest expense recorded on financing component elements over the related revenue
recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the
sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue.
The opening balance of deferred revenue was $591.6 million as of December 31, 2018. Deferred revenue
consists of the following (in thousands):
Under Customer Agreements:
Payments received
Financing component balance
Under SREC contracts:
Payments received
Financing component balance
December 31,
2020
2019
$
614,906 $
51,835
666,741
126,793
5,742
132,535
558,630
44,874
603,504
122,680
3,315
125,995
Total
$
799,276 $
729,499
In the years ended December 31, 2020, 2019 and 2018, the Company recognized revenue of $80.3 million,
$69.4 million and $52.9 million, respectively, from amounts included in deferred revenue at the beginning of the
respective periods. Revenue allocated to remaining performance obligations represents contracted revenue that
has not yet been recognized and includes deferred revenue as well as amounts that will be invoiced and recognized
as revenue in future periods. Contracted but not yet recognized revenue was approximately $11.0 billion as of
December 31, 2020, of which the Company expects to recognize approximately 6% over the next 12 months. The
annual recognition is not expected to vary significantly over the next 10 years as the vast majority of existing
Customer Agreements have at least 10 years remaining, given that the average age of the Company's fleet of
residential solar energy systems under Customer Agreements is less than 4 years due to the Company being
formed in 2007 and having experienced significant growth in the last few years. The annual recognition on these
existing contracts will gradually decline over the midpoint of the Customer Agreements over the following 10 years
as the typical 20- or 25-year initial term expires on individual Customer Agreements. In March 2019, deferred
revenue increased by $95.5 million arising from the Company's sale of the right to SRECs to be generated over the
next 10 to 15 years by a group of solar energy systems. In connection with the sale, the Company repaid debt
previously drawn against the rights to these SRECs.
86
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Deferred Grants
Deferred grants consist of U.S. Treasury grants and state tax credits. The Company applied for a renewable
energy technologies income tax credit offered by one of the states in the form of a cash payment and deferred the
tax credit as a grant on the consolidated balance sheets. The Company records the grants as deferred grants and
recognizes the benefit on a straight-line basis over the estimated depreciable life of the associated assets as a
reduction in Cost of customer agreements and incentives.
Warranty Accrual
The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on
the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs
for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the
original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is
immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar
energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on
warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. A
warranty is provided for solar systems sold and leased. However, for the solar energy systems under Customer
Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated
subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are
incurred as a component of customer agreements and incentives costs of revenue.
Solar Energy Performance Guarantees
The Company guarantees to customers certain specified minimum solar energy production output for solar
facilities over the initial term of the Customer Agreements. The Company monitors the solar energy systems to
determine whether these specified minimum outputs are being achieved. Annually or every two years, depending on
the terms of the Customer Agreement, the Company will refund a portion of electricity payments to a customer if his
or her solar energy production output was less than the performance guarantee. The Company considers this a
variable component that offsets the transaction price.
Derivative Financial Instruments
The Company recognizes all derivative instruments on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other comprehensive loss if a derivative is
designated as part of a hedge transaction. The ineffective portion of the hedge, if any, is immediately recognized in
earnings and are included in other (expenses) income, net in the consolidated statements of operations.
The Company uses derivative financial instruments, primarily interest rate swaps, to manage its exposure to
interest rate risks on its syndicated term loans, which are recognized on the balance sheet at their fair values. On
the date that the Company enters into a derivative contract, the Company formally documents all relationships
between the hedging instruments and the hedged items, as well as its risk management objective and strategy for
undertaking each hedge transaction. Derivative instruments designated in a hedge relationship to mitigate exposure
to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow
hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance
sheet as either a freestanding asset or liability. Changes in the fair value of a derivative that is designated and
qualifies as an effective cash flow hedge are recorded in accumulated other comprehensive loss, net of tax, until
earnings are affected by the variability of cash flows of the hedged item. Any derivative gains and losses that are not
effective in hedging the variability of expected cash flows of the hedged item or that do not qualify for hedge
accounting treatment are recognized directly into income. At the hedge’s inception and at least quarterly thereafter,
a formal assessment is performed to determine whether changes in cash flows of the derivative instrument have
been highly effective in offsetting changes in the cash flows of the hedged items and whether they are expected to
be highly effective in the future. The Company discontinues hedge accounting prospectively when (i) it determines
that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative
expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a
hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the
derivative remains outstanding, the derivative instrument is carried at its fair market value on the balance sheet with
the changes in fair value recognized in current period earnings. The remaining balance in accumulated other
87
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
comprehensive loss associated with the derivative that has been discontinued is not recognized in the income
statement unless it is probable that the forecasted transaction will not occur. Such amounts are recognized in
earnings when earnings are affected by the hedged transaction.
Fair Value of Financial Instruments
The Company defines fair value as the exchange price that would be received for an asset or an exit price
that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. The Company uses valuation
approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable
inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
•
•
•
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.
The Company’s financial instruments include cash, receivables, accounts payable, accrued expenses,
distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-
recourse debt.
Revenue Recognition
The Company recognizes revenue when control of goods or services is transferred to its customers, in an
amount that reflects the consideration it expected to be entitled to in exchange for those goods or services.
Customer agreements and incentives
Customer agreements and incentives revenue is primarily comprised of revenue from Customer
Agreements in which the Company provides continuous access to a functioning solar system and revenue from the
sales of SRECs generated by the Company’s solar energy systems to third parties.
The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO")
is given by the local utility company or on the date daily operation commences if utility approval is not required.
Revenue recognition does not necessarily follow the receipt of cash. For Customer Agreements that include a fixed
fee per month which entitles the customer to any and all electricity generated by the system, and for which the
Company’s obligation is to provide continuous access to a functioning solar energy system, the Company
recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of
Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the
Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the
actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an
initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew on
an annual basis.
SREC revenue arises from the sale of environmental credits generated by solar energy systems and is
generally recognized upon delivery of the SRECs to the counterparty or upon reporting of the electricity generation.
For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are
recognized in the period a solar system is granted PTO - see Note 14, Pass-through Financing Obligations.
In determining the transaction price, the Company adjusts the promised amount of consideration for the
effects of the time value of money when the timing of payments provides it with a significant benefit of financing the
transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing
component. When adjusting the promised amount of consideration for a significant financing component, the
88
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Company uses the discount rate that would be reflected in a separate financing transaction between the entity and
its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the
Customer Agreement, and interest expense using the effective interest rate method.
Consideration from customers is considered variable due to the performance guarantee under Customer
Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not
achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as
measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue
is recognized to the extent it is probable that a significant reversal of such revenue will not occur.
The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated
balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements,
and are included in Sales and marketing in the consolidated statements of operations.
Solar energy systems and product sales
For solar energy systems sold to customers when the solar energy system passes inspection by the authority
having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company
has met the performance obligation in the contract. For solar energy system sales that include delivery obligations
up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at
PTO. The Company’s installation Projects are typically completed in less than twelve months.
Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to
resellers, roofing services, fees for extended services on solar energy systems sold to customers and customer
leads. Product sales revenue is recognized at the time when control is transferred, upon shipment. Customer lead
revenue, included in product sales, is recognized at the time the lead is delivered.
Taxes assessed by government authorities that are directly imposed on revenue producing transactions are
excluded from solar energy systems and product sales.
Cost of Revenue
Customer agreements and incentives
Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the
cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations,
monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead
costs.
Solar energy systems and product sales
Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect
material and labor costs for solar energy systems installations and product sales. Also included are engineering and
design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs
and personnel costs associated with supply chain, logistics, operations management, safety and quality control.
Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated
with generating customer leads.
Research and development Expense
Research and development expenses include personnel costs, allocated overhead costs, and other costs
related to the development of the Company’s proprietary technology.
89
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Stock-Based Compensation
The Company grants stock options and restricted stock units (“RSUs”) for its equity incentive plan and
employee stock purchase plan. Stock-based compensation to employees is measured based on the grant date fair
value of the awards and recognized over the period during which the employee is required to perform services in
exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock
options and employee stock purchase plans awards granted using the Black-Scholes option-valuation model. Upon
completion of the acquisition of Vivint Solar, all outstanding equity awards under Vivint Solar's equity incentive plans
were automatically converted to Sunrun equity awards with the number of shares underlying such awards (and, in
the case of stock options, the applicable exercise price) adjusted based on the exchange ratio of 0.55 shares of
Sunrun common stock per share of Vivint Solar common stock and the fair value was also updated in accordance
with ASC 718, Stock Compensation. Compensation cost is recognized over the vesting period of the applicable
award using the straight-line method for those options expected to vest. For performance-based equity
compensation awards, the Company generally recognizes compensation expense for each vesting tranche over the
related performance period.
The Company also grants RSUs to non-employees that vest upon the satisfaction of both performance and
service conditions. For RSUs granted to non-employees that vest upon the satisfaction of a performance condition,
the Company starts recognizing expense on the RSUs when the performance condition is met.
Noncontrolling Interests and Redeemable Noncontrolling Interests
Noncontrolling interests represent investors’ interests in the net assets of the Funds that the Company has
created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The
Company has determined that the contractual provisions in the funding arrangements represent substantive profit
sharing arrangements. The Company has further determined that the appropriate methodology for attributing
income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance
sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method.
Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and
redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the
investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual
agreements of these arrangements, which are based on the investors' tax capital accounts, assuming the net assets
of these funding structures were liquidated at recorded amounts. The Company’s initial calculation of the investor’s
noncontrolling interest in the results of operations of these funding arrangements is determined as the difference in
the noncontrolling interests’ claim under the HLBV method at the start and end of each reporting period, after taking
into account any capital transactions, such as contributions or distributions, between the Fund and the investors.
The Company classifies certain noncontrolling interests with redemption features that are not solely within the
control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable noncontrolling
interests are reported using the greater of their carrying value as determined by the HLBV method or their estimated
redemption value at each reporting date.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the consolidated financial statements and tax returns. Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial statement and tax
basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not
that the deferred tax asset will not be realized. The Company is subject to the provisions of ASC 740, Income
Taxes, which establishes consistent thresholds as it relates to accounting for income taxes. It defines the threshold
for recognizing the benefits of tax return positions in the financial statements as “more likely than not” to be
sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not
criterion, based on the largest benefit that is more than 50% likely to be realized. Management has analyzed the
Company’s inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each
respective jurisdiction).
90
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The Company sells solar energy systems to the Funds. As the Funds are consolidated by the Company, the
gain on the sale of the solar energy systems is not recognized in the 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, both current and deferred, as a component of income tax expense and deferred tax
liability, net during the period in which the transfers occur.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the
normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where
applicable. The statute of limitations for the tax returns varies by jurisdiction.
Concentrations of Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily
of cash and accounts receivable, which includes rebates receivable. The associated risk of concentration for cash is
mitigated by banking with institutions with high credit ratings. At certain times, amounts on deposit exceed Federal
Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to
support accounts receivable. To reduce credit risk, management performs periodic credit evaluations and ongoing
evaluations of its customers’ financial condition. Rebates receivable are due from various states and local
governments as well as various utility companies. The Company considers the collectability risk of such amounts to
be low. The Company is not dependent on any single customer. The Company’s customers under Customer
Agreements are primarily located in California, Arizona, New Jersey, Hawaii, New York, Maryland and
Massachusetts. The loss of a customer would not adversely impact the Company’s operating results or financial
position. The Company depends on a limited number of suppliers of solar panels and other system components.
During the years ended December 31, 2020 and 2019, the solar materials purchases from the top five suppliers
were approximately $297.7 million and $180.1 million, respectively.
Recently Issued and Adopted Accounting Standards
Accounting standards adopted January 1, 2018:
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging, Targeted Improvements to
Accounting for Hedging Activities, which expands an entity's ability to hedge nonfinancial and financial risk
components, eliminates the requirement to separately measure and report hedge ineffectiveness, and aligned the
recognition and presentation of the effects of hedging instruments in the financial statements. The Company
adopted ASU 2017-12 effective October 1, 2018, with the retrospective adjustment applicable to prior periods of
$2.0 million included as a cumulative-effect adjustment recorded to accumulated other comprehensive loss and
retained earnings as of January 1, 2018.
Accounting standards adopted January 1, 2019:
In February 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-02, Income Statement
-- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other
Comprehensive Income, which allows companies to reclassify stranded tax effects resulting from the Tax Cuts and
Jobs Act from accumulated other comprehensive income to retained earnings. The Company adopted ASU No.
2018-02 effective January 1, 2019, which resulted in an adjustment of $0.7 million for the reclassification, as
reflected in its consolidated statement of redeemable noncontrolling interests and equity. The Company uses the
aggregate portfolio approach when reclassifying stranded tax effects from accumulated other comprehensive
income.
91
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718),
Improvements to Nonemployee Share-Based Payment Accounting, which is intended to align the accounting for
share-based payment awards issued to employees and nonemployees, however, this amendment does not apply to
instruments issued in a financing transaction nor to equity instruments granted to a customer under a contract in the
scope of Topic 606. Currently, performance conditions are recognized once the performance conditions are met.
Under this new amendment, equity-classified nonemployee share-based payments will be measured at the grant-
date fair value and will be recognized based on the probable outcome of the performance conditions. This ASU is
effective for fiscal periods beginning after December 15, 2018. The Company adopted ASU No. 2018-07 effective
January 1, 2019, and there was no material impact to its consolidated financial statements.
In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. This amendment makes
changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards
Codification. The majority of the amendments in ASU 2018-09 are effective for periods beginning after December
15, 2018. The Company adopted ASU No. 2018-09 effective January 1, 2019, and there was no material impact to
its consolidated financial statements.
Accounting standards adopted January 1, 2020:
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments,
which replaces the current incurred loss impairment methodology with a current expected credit losses model. The
amendment applies to entities that hold financial assets and net investment in leases that are not accounted for at
fair value through net income as well as loans, debt securities, trade receivables, net investments in leases, off-
balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope
that have the contractual right to receive cash. The Company adopted ASU No. 2016-13 effective January 1, 2020,
using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $1.2 million for
the establishment of a credit loss allowance for unbilled receivables related to Customer Agreements, as reflected in
its consolidated statement of redeemable noncontrolling interests and stockholders' equity.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure
requirements on fair value measurements as part of its disclosure framework project. Under this amendment,
entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2
of the fair value hierarchy. However, for Level 3 fair value measurements, disclosures around the range and
weighted average used to develop significant unobservable inputs will be required. The Company adopted ASU No.
2018-13 effective January 1, 2020, and there was no impact to its consolidated financial statements.
In August 2018, the FASB issued ASU No. 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, which requires a customer in a cloud computing arrangement that is a
service contract to follow the internal-use software guidance in Topic 350, Intangibles—Goodwill and Other, to
determine which implementation costs to capitalize as assets or expense as incurred. This ASU is effective for
annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be
applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all
arrangements. The Company prospectively adopted ASU No. 2018-15 effective January 1, 2020, and there was no
adoption date impact to its consolidated financial statements.
In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810), Targeted Improvements to
Related Party Guidance for Variable Interest Entities, which aligns the evaluation of decision-making fees under the
variable interest entity guidance. Under this new guidance, in order to determine whether decision-making fees
represent a variable interest, an entity considers indirect interests held through related parties under common
control on a proportionate basis. This ASU is effective for annual reporting periods, and interim periods within those
years, beginning after December 15, 2019, and must be applied retrospectively with a cumulative-effect adjustment
to retained earnings at the beginning of the earliest period presented. The Company adopted ASU No. 2018-17
effective January 1, 2020, and there was no impact to its consolidated financial statements.
92
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Accounting standards to be adopted:
In November 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the
accounting for income taxes, primarily by eliminating certain exceptions to the guidance in ASC 740. This ASU is
effective for fiscal periods beginning after December 15, 2020. The Company is currently evaluating this guidance
and the impact it may have on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the
Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for
applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if
certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that
reference LIBOR or other reference rates that are expected to be discontinued because of reference rate reform.
This ASU is available for adoption as of the beginning of the interim period that includes March 12, 2020 through
December 31, 2022, as contract modifications or hedging relationships entered into or evaluated after December
31, 2022 are excluded unless an entity has elected certain optional expedients for and that are retained through the
end of the hedging relationship. For the Company’s cash flow hedges in which the designated hedged risk is LIBOR
or another rate that is expected to be discontinued, the Company has adopted the portion of the guidance that
allows it to assert that it remains probable that the hedged forecasted transaction will occur. The Company is
currently evaluating the remainder of this guidance and the impact it may have on the Company's consolidated
financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40), simplifies the
accounting for convertible instruments and the application of the derivatives scope exception for contracts in an
entity’s own equity. This ASU is effective for fiscal periods beginning after December 15, 2021. The Company is
currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.
In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which
permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and
certain hedging relationships affected by reference rate reform. This ASU is effective upon issuance and can
generally be applied through December 31, 2022. The Company is currently evaluating this guidance and the
impact it may have on the Company’s consolidated financial statements.
Note 3. Acquisitions
Omni Energy, LLC
In July 2019, the Company acquired a specified customer pipeline and assembled workforce from Omni
Energy, LLC (“Omni”), an existing solar integrator with multi-family solar project origination and development
capabilities.
The purchase consideration for the assets acquired was approximately $23.5 million, consisting of $2.7
million in cash upfront and $20.8 million representing the fair value of contingent consideration based upon new
solar system installations through 2022. The Company estimated the fair value of the contingent consideration at
the acquisition date using a probability-weighted discounted cash flow methodology. The estimated range of
outcomes (undiscounted) was from $17.7 million to $28.9 million. The total fair value of the assets acquired of $23.5
million is comprised of an intangible asset related to customer relationships of $14.2 million with estimated useful
life of five years, and goodwill of $9.3 million. Customer relationships were valued with level 3 inputs. The Company
reassesses the valuation assumptions each reporting period, with any changes in the fair value accounted for in
sales and marketing expense within the consolidated statements of operations. The fair value of the contingent
consideration as of December 31, 2020 and 2019 was $4.7 million and $11.8 million, respectively.
The fair value of the assets acquired and liabilities assumed was finalized during 2020 and resulted in no
additional adjustments.
93
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Goodwill represents the excess of the purchase price over the fair value of the assets acquired and
liabilities assumed. Goodwill recorded is primarily attributable to the acquired assembled workforce and synergies
achieved through the elimination of redundant costs.
There was no revenue contributed from the acquired business to the Company, as measured from the date
of the acquisition through December 31, 2019. The portion of the total expenses and net income associated with the
acquired business was not separately identifiable due to the integration with the Company’s operations. Due to the
nature of the acquisition, the operations acquired and the related unaudited pro forma information are immaterial.
Vivint Solar, Inc.
On October 8, 2020, the Company completed the acquisition of Vivint Solar, a leading full-service residential
solar provider in the United States, at an estimated purchase price of $5.0 billion, pursuant to an Agreement and
Plan of Merger, dated as of July 6, 2020, by and among the Company, Vivint Solar and Viking Merger Sub, Inc., a
Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger
Sub merged with and into Vivint Solar, with Vivint Solar continuing as the surviving corporation (the “Merger”). As a
result of the Merger, Vivint Solar became a direct wholly owned subsidiary of the Company.
The calculation of the purchase price is as follows (in thousands, except for share, per share and ratio
amounts):
Vivint Solar outstanding common stock at October 8, 2020
Exchange ratio
Number of Sunrun shares issued
Per share price of Sunrun common stock at October 8, 2020
Fair value of Sunrun common stock issued
Fair value of replacement Sunrun stock options and restricted stock units
Purchase price
126,313,816
0.55
69,472,599
70.54
4,900,597
136,919
5,037,516
$
$
Transaction costs of $25.5 million were expensed as incurred in general and administrative expense in the
Company's consolidated statements of operations.
The results of Vivint Solar have been included in the Company's consolidated financial statements since the
acquisition date. For the year ended December 31, 2020, the revenue and net loss from Vivint Solar recognized in
the Company's consolidated statement of operations were $81.3 million and $167.7 million, respectively.
Fair values assigned to assets acquired and liabilities assumed are based on a complex series of
judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments
used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as
well as asset lives and the expected future cash flows and related discount rates, can materially impact the
Company's results of operations. Specifically, the Company used discounted cash flow models to value the solar
energy systems and the noncontrolling interests in subsidiaries. Inputs used for the models were Level 3 inputs and
included the amount of cash flows, the expected period of the cash flows and the discount rates. The fair value of
the assumed debt instruments was based on rates offered for debt with similar maturities and terms on October 8,
2020 and its fair value fell under the Level 2 hierarchy.
As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price
adjustments may be recorded during the measurement period (a period not to exceed 12 months) in 2021. The
Company is in the process of finalizing its third-party valuations of solar energy systems; thus, the provisional
measurements of solar energy systems, goodwill and deferred income tax assets are subject to change as
additional information is received and certain tax returns are finalized.
94
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The following table sets forth the purchase accounting for Vivint Solar’s identifiable tangible and intangible
assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands):
Assets acquired:
Cash and cash equivalents
Accounts receivable
Inventories
Solar energy systems
Property and equipment
Intangible assets
Restricted cash, current and non-current
Prepaid expenses and other assets, current and non-current
Total assets acquired
Liabilities assumed:
Accrued liabilities, accounts payable and distributions payable
Finance lease obligations, current and non-current
Deferred revenue, current and long-term
Debt, current and long-term
Pass-through financing obligation, current and non-current
Long-term deferred tax liability
Other long-term liabilities
Total liabilities assumed
Net assets acquired, excluding goodwill
Redeemable non-controlling interests in subsidiaries
Non-controlling interests in subsidiaries
Total other
Total preliminary estimated purchase price
Goodwill
$
$
433,217
29,207
70,028
2,979,304
19,308
3,900
104,025
110,402
3,749,391
177,092
8,408
32,604
2,191,831
4,759
92,792
101,764
2,609,250
1,140,141
58,300
229,400
287,700
5,037,516
4,185,075
Goodwill represents a significant portion of the purchase price for Vivint Solar and is primarily attributable to
the acquired assembled workforce and expected synergies from combining operations. Goodwill is not expected to
be deductible for tax purposes.
The following table shows selected unaudited pro forma condensed combined total revenue and earnings of
the Company after giving effect to the Merger. The selected unaudited pro forma condensed combined total
revenue and earnings for the twelve months ended December 31, 2020 and 2019 give effect to the Merger if it
occurred on January 1, 2019, the first day of the Company’s 2019 fiscal year (in thousands).
Total revenues
Net loss
Year Ended December 31,
2020
2019
$
$
1,234,352 $
1,198,759
(971,554) $
(886,774)
95
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The unaudited pro forma financial information includes adjustments to give effect to pro forma events that
are directly attributable to the acquisition. The pro forma financial information includes adjustments to amortization
and depreciation for solar energy systems, share based compensation, the effect of acquisition on deferred costs
and revenues and noncontrolling interests, and transaction costs related to the acquisition. The unaudited pro forma
financial information is presented for illustrative purposes only and is not necessarily indicative of the results of
operations of future periods. The unaudited pro forma financial information does not give effect to the potential
impact of current financial conditions, regulatory matters, or any anticipated synergies, operating efficiencies, or cost
savings that may be associated with the acquisition.
Note 4. Fair Value Measurement
At December 31, 2020 and 2019, the carrying value of receivables, accounts payable, accrued expenses and
distributions payable to noncontrolling interests approximates fair value due to their short-term nature and falls
under the Level 2 hierarchy. The carrying values and fair values of debt instruments are as follows (in thousands):
Recourse debt
Senior debt
Subordinated debt
Securitization debt
Total
December 31, 2020
December 31, 2019
Carrying Value
$
230,660 $
1,722,730
934,386
1,908,369
4,796,145 $
$
Fair Value
Carrying Value
Fair Value
230,660 $
1,733,767
958,880
2,012,283
4,935,590 $
239,485 $
625,519
513,938
875,998
2,254,940 $
239,485
626,023
524,581
931,320
2,321,409
At December 31, 2020 and 2019, the fair value of the Company’s lines of credit, and certain senior,
subordinated, and SREC loans approximate their carrying values because their interest rates are variable rates that
approximate rates currently available to the Company. At December 31, 2020 and 2019, the fair value of the
Company’s other debt instruments are based on rates currently offered for debt with similar maturities and terms.
The Company’s fair value of the debt instruments fell under the Level 2 hierarchy. These valuation approaches
involve some level of management estimation and judgment, the degree of which is dependent on the price
transparency for the instruments or market.
At December 31, 2020 and 2019, financial instruments measured at fair value on a recurring basis, based
upon the fair value hierarchy are as follows (in thousands):
Derivative assets:
Interest rate swaps
Total
Derivative liabilities:
Interest rate swaps
Total
Contingent consideration:
Contingent consideration:
Total
December 31, 2020
Level 1
Level 2
Level 3
Total
— $
— $
5,218 $
5,218 $
— $
— $
5,218
5,218
— $ 175,444 $
— $ 175,444
— $ 175,444 $
— $ 175,444
— $
— $
— $
— $
4,653 $
4,653 $
4,653
4,653
$
$
$
$
$
$
96
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Derivative assets:
Interest rate swaps
Total
Derivative liabilities:
Interest rate swaps
Total
Contingent consideration:
Contingent consideration:
Total
Level 1
December 31, 2019
Level 3
Level 2
Total
— $
— $
683 $
683 $
— $
— $
683
683
— $
— $
64,361 $
64,361 $
— $
— $
64,361
64,361
— $
— $
— $
— $
11,809 $
11,809 $
11,809
11,809
$
$
$
$
$
$
The above balances are recorded in other assets and other liabilities, respectively, in the consolidated
balance sheets, except for $0.1 million as of December 31, 2020, which is recorded in prepaid and other assets and
$23.9 million as of December 31, 2020, which is recorded in accrued expenses and other liabilities.
The Company determines the fair value of its interest rate swaps using a discounted cash flow model that
incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation
of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including
contractual terms, interest rate curves, credit spreads and measures of volatility.
The Company recorded contingent consideration in connection with the Omni business combination, which is
dependent on the achievement of specified deployment milestones associated with the number of solar systems
installed through 2022. The Company determined the fair value of the contingent consideration using a probability-
weighted expected return methodology that considers the timing and probabilities of achieving these milestones and
uses discount rates that reflect the appropriate cost of capital. Contingent consideration was valued with level 3
inputs. The Company reassesses the valuation assumptions each reporting period, with any changes in the fair
value accounted for in the consolidated statements of operations.
The following table summarizes the activity of Level 3 contingent consideration balance in the year ended
December 31, 2020 (in thousands):
Balance recorded in connection with business acquisition
Gains recognized in earnings within sales and marketing expense
Payable for solar systems that have met deployment milestones
Balance at December 31, 2019
Change in fair value recognized in earnings within sales and marketing expense
Payable for solar systems that have met deployment milestones
Balance at December 31, 2020
$
$
20,800
(2,271)
(6,720)
11,809
(6,030)
(1,126)
4,653
97
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Note 5. Inventories
Inventories consist of the following (in thousands):
Raw materials
Work-in-process
Total
December 31,
2020
2019
$
$
241,095 $
41,950
283,045 $
239,449
21,122
260,571
The Internal Revenue Service (“IRS”) provided taxpayers a safe harbor opportunity to retain access to the
pre-step down tax credit amounts through specific rules released in Notice 2018-59. The Company has sought to
avail itself of the safe harbor by incurring certain costs and taking title in in the year the Company took delivery, for
tax purposes, of the underlying inventory and/or by performing physical work on components that will be installed in
solar facilities. There was approximately $73.0 million and $132.6 million for the years ended December 31, 2020
and 2019, respectively, related to the safe harbor program within raw materials.
Note 6. Solar Energy Systems, net
Solar energy systems, net consists of the following (in thousands):
Solar energy system equipment costs
Inverters
Total solar energy systems
Less: accumulated depreciation and amortization
Add: construction-in-progress
Total solar energy systems, net
December 31,
2020
7,839,427 $
883,785
8,723,212
(914,551)
394,127
8,202,788 $
2019
4,510,677
471,471
4,982,148
(692,218)
202,685
4,492,615
$
$
All solar energy systems, including construction-in-progress, have been leased to or are subject to signed
Customer Agreements with customers. The Company recorded depreciation expense related to solar energy
systems of $225.9 million, $167.9 million and $139.2 million for the years ended December 31, 2020, 2019 and
2018, respectively. The depreciation expense was reduced by the amortization of deferred grants of $8.2 million,
$8.1 million and $7.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Note 7. Property and Equipment, net
Property and equipment, net consists of the following (in thousands):
Machinery and equipment
Leasehold improvements, furniture, and computer hardware
Vehicles
Computer software
Total property and equipment
Less: Accumulated depreciation and amortization
Total property and equipment, net
December 31,
2020
2019
8,860 $
42,614
68,245
37,997
157,716
(95,534)
62,182 $
7,907
34,951
65,663
35,329
143,850
(87,142)
56,708
$
$
Depreciation and amortization expense was $20.0 million, $22.6 million and $20.4 million for the years ended
December 31, 2020, 2019 and 2018, respectively.
98
Note 8. Goodwill and Intangible Assets, net
The goodwill and intangible assets were acquired as part of the acquisition of Mainstream Energy
Corporation, which included AEE Solar and its racking business SnapNrack; Clean Energy Experts, LLC; Omni
Energy, LLC; and Vivint Solar.
The change in the carrying value of goodwill is as follows (in thousands):
Balance—January 1, 2018
Acquisition of Omni (Note 3)
Balance—December 31, 2019
Acquisition of Vivint Solar (Note 3)
Balance—December 31, 2020
$
$
$
87,543
7,551
95,094
4,185,075
4,280,169
The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever
events or circumstances change or occur that would indicate that goodwill might be impaired. The Company has
determined that it has one reporting unit.
There was no impairment of goodwill during the years ended December 31, 2020, 2019 and 2018,
respectively.
Intangible assets, net as of December 31, 2020 consist of the following (in thousands, except weighted
average remaining life):
Customer relationships
Developed technology
Trade names
Total
Cost
Accumulated
amortization
Carrying
value
$
32,770 $
(15,349) $
17,421
6,820
6,990
(6,820)
(6,149)
—
841
$
46,580 $
(28,318) $
18,262
Weighted
average
remaining life
(in years)
3.6
—
2.3
Intangible assets, net as of December 31, 2019 consist of the following (in thousands, except weighted
average remaining life):
Customer relationships
Developed technology
Trade names
Total
Cost
Accumulated
amortization
Carrying
value
$
$
28,870 $
6,820
6,990
42,680 $
(10,837) $
(6,525)
(5,775)
(23,137) $
18,033
295
1,215
19,543
Weighted
average
remaining life
(in years)
4.3
0.3
3.3
99
The Company recorded amortization of intangible assets expense of $5.2 million, $4.8 million and $4.2
million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, expected
amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows (in
thousands):
2021
2022
2023
2024
2025
Thereafter
Total
Note 9. Other Assets
Other assets consist of the following (in thousands):
Costs to obtain contracts - customer agreements
Costs to obtain contracts - incentives
Accumulated amortization of costs to obtain contracts
Unbilled receivables
Allowance for credit loss on unbilled receivables
Operating lease right-of-use assets
Equity method investment
Other assets
Total
$
$
5,371
5,364
4,673
2,269
585
—
18,262
December 31,
2020
2019
$
377,839 $
2,481
(51,365)
150,603
(1,731)
81,516
65,356
56,966
$
681,665 $
268,964
2,481
(36,925)
105,574
(1,228)
34,678
—
34,859
408,403
The Company recorded amortization of costs to obtain contracts of $14.4 million and $11.8 million for the
years ended December 31, 2020 and 2019, respectively, in the sales and marketing expense.
The majority of unbilled receivables arise from fixed price escalators included in the Company’s long-term
Customer Agreements. The escalator is included in calculating the total estimated transaction value for an
individual Customer Agreement. The total estimated transaction value is then recognized over the term of the
Customer Agreement. The amount of unbilled receivables increases while cumulative billings for an individual
Customer Agreement are less than the cumulative revenue recognized for that Customer Agreement. Conversely,
the amount of unbilled receivables decreases when the actual cumulative billings becomes higher than the
cumulative revenue recognized. At the end of the initial term of a Customer Agreement, the cumulative amounts
recognized as revenue and billed to date are the same, therefore the unbilled receivable balance for an individual
Customer Agreement will be zero. As a result of the adoption of ASU No. 2016-13, an allowance for credit loss on
unbilled receivables was established as of January 1, 2020. The Company applies an estimated loss-rate in order to
determine the current expected credit loss for unbilled receivables. The estimated loss-rate is determined by
analyzing historical credit losses, residential first and second mortgage foreclosures and consumers' utility default
rates, as well as current economic conditions. The Company reviews individual customer collection status of
electricity billings to determine whether the unbilled receivables for an individual customer should be written off,
including the possibility of a service transfer to a potential new homeowner.
100
Note 10. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
Accrued employee compensation
Operating lease obligations
Accrued interest
Accrued professional fees
Other accrued expenses
Total
Note 11. Indebtedness
December 31,
2020
2019
91,115 $
21,461
38,340
15,834
158,864
325,614 $
38,750
9,790
13,048
4,732
82,177
148,497
$
$
As of December 31, 2020 and 2019, respectively, debt consisted of the following (in thousands, except
percentages):
December
31, 2020
December
31, 2019
Unused
Borrowing
Capacity (1)
Weighted
Average
Interest Rate
at December
31, 2020 (2)
Weighted
Average
Interest Rate
at December
31, 2019 (2)
Contractual
Interest Rate (3)
Contractual
Maturity Date
Recourse debt
Bank Line of Credit (4)
$ 230,660 $ 239,485 $
Total recourse debt
230,660
239,485
—
—
3.53%
5.36%
LIBOR +3.25%
April 2022
Non-recourse debt (5)
Senior revolving and delayed
draw loans (6)(7)
587,600
157,200
99,429
2.85%
4.40%
Senior non-revolving loans
1,087,386
476,909
—
3.68%
4.16%
Subordinated delayed draw
loans
282,722
—
56,963
8.43%
N/A
Subordinated loans (8)
668,642
526,825
Securitized loans
1,885,981
902,891
—
—
8.76%
4.18%
9.04%
4.36%
LIBOR +2.50% -
3.10%
4.50% - 6.50%;
LIBOR +2.125%
- 3.00%
8.00% - 10.00%
9.25% - 10.00%;
LIBOR +5.00% -
9.00%
March 2023 -
October 2027
April 2022 -
November 2040
May 2023 -
October 2032
March 2023 -
January 2042
2.33% - 5.31%;
LIBOR +2.50%
August 2023 -
February 2055
Total nonrecourse debt
4,512,331
2,063,825
156,392
Total recourse and
nonrecourse debt
4,742,991
2,303,310
156,392
Plus: Debt premium
108,779
—
Less: Debt discount
(55,625)
(48,370)
—
—
Total debt, net
$ 4,796,145 $ 2,254,940 $ 156,392
(1)
(2)
(3)
(4)
Represents the additional amount the Company could borrow, if any, based on the state of its existing assets
as of December 31, 2020.
Reflects weighted average contractual, unhedged rates. See Note 12, Derivatives for hedge rates.
Ranges shown reflect fixed interest rate and rates using LIBOR as applicable.
This syndicated working capital facility with banks has a total commitment up to $250.0 million and is secured
by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain
subsidiaries of the Company. Loans under this facility bear interest at LIBOR +3.25% per annum or 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 %. Subject to various restrictive covenants, such as the completion and presentation of
audited consolidated financial statements, maintaining a minimum unencumbered liquidity of at least $25.0
101
million at the end of each calendar month, maintaining quarter end liquidity to be at least $35.0 million, and
maintaining a minimum interest coverage ratio of 3.50 or greater, measured quarterly as of the last day of
each quarter. The Company was in compliance with all debt covenants as of December 31, 2020.
Certain loans under this category are part of project equity transactions.
A loan within this category, with an outstanding balance of $60.0 million as of December 31, 2020 is recourse
to Vivint Solar Inc., a wholly owned subsidiary of the Company, and is non-recourse to the Company. Under
this loan, the Company may incur up to an aggregate principal amount of $200.0 million in revolver
borrowings. Borrowings under this revolving loan may be designated as base rate loans or LIBOR loans,
subject to certain terms and conditions. Base rate loans accrue interest at a rate per year equal to 2.25% plus
the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America, N.A.’s published “prime rate,” and (iii)
LIBOR rate plus 1.00%, subject to a 0.00% floor. LIBOR loans accrue interest at a rate per annum equal to
3.25% plus the fluctuating rate of interest equal to LIBOR or a comparable successor rate approved by the
administrative agent, subject to a 0.00% floor. In addition to customary covenants for these type of facilities,
the Company is subject to financial covenants and is required to have unencumbered cash and cash
equivalents at the end of each fiscal quarter of at least the greater of (i) $30.0 million and (ii) the amount of
unencumbered liquidity to be maintained by Vivint Solar, Inc. in accordance with any loan documents
governing recourse debt facilities of Vivint Solar Inc. As of December 31, 2020, Vivint Solar, Inc. did not have
any recourse debt facilities other than the facility described in this paragraph.
Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an
aggregate principal amount of $1.1 billion in revolver borrowings depending on the available borrowing base
at the time.
A loan under this category with an outstanding balance of $123.4 million as of December 31, 2020 contains a
put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan
on November 30, 2037.
(5)
(6)
(7)
(8)
Senior and Subordinated Debt Facilities
Each of the Company's senior and subordinated debt facilities contain customary covenants including the
requirement to maintain certain financial measurements and provide lender reporting. Each of the senior and
subordinated debt facilities also contain certain provisions in the event of default that entitle lenders to take certain
actions including acceleration of amounts due under the facilities and acquisition of membership interests and
assets that are pledged to the lenders under the terms of the senior and subordinated debt facilities. The facilities
are non-recourse to the Company and are secured by net cash flows from Customer Agreements or inventories less
certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity
investors, where applicable. Under the terms of these facilities, the Company's subsidiaries pay interest and
principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt
covenants as of December 31, 2020.
Securitization Loans
Each of the Company's securitized loans contains customary covenants including the requirement to provide
reporting to the indenture trustee and ratings agencies. Each of the securitized loans also contain certain provisions
in the event of default which entitle the indenture trustee to take certain actions including acceleration of amounts
due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under
the terms of the securitized loans. The facilities are non-recourse to the Company and are secured by net cash
flows from Customer Agreements less certain operating, maintenance and other expenses which are available to
the borrower after distributions to tax equity investors, where applicable. Under the terms of these loans, the
Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The
Company was in compliance with all debt covenants as of December 31, 2020.
102
Maturities of Indebtedness
The aggregate future principal payments for debt as of December 31, 2020 are as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Subtotal
Plus: Debt premium
Less: Debt discount
Total
Note 12. Derivatives
Interest Rate Swaps
$
$
190,212
342,044
819,298
565,439
400,586
2,425,412
4,742,991
108,779
(55,625)
4,796,145
The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans
and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive
payments based on variable interest rates with the swap counterparty based on the one or three month LIBOR on
the notional amounts over the life of the swaps.
Certain interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated
with these swaps is the risk of non-performance by the counterparties to the contracts. In the year ended
December 31, 2020, the majority of hedge relationships on the Company’s interest rate swaps have been assessed
as highly effective as the quarterly assessment performed determined changes in cash flows of the derivative
instruments have been highly effective in offsetting the changes in the cash flows of the hedged items and are
expected to be highly effective in the future. Accordingly, changes in the fair value of these derivatives are recorded
as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of
these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the
Company’s statements of operations, in the period that the hedged forecasted transactions affects earnings. To the
extent that the hedge relationships are not effective, changes in the fair value of these derivatives are recorded in
other expenses, net in the Company's statements of operations on a prospective basis.
The Company’s master netting and other similar arrangements allow net settlements under certain
conditions. When those conditions are met, the Company presents derivatives at net fair value. As of December 31,
2020, the information related to these offsetting arrangements were as follows (in thousands):
Instrument
Description
Assets:
Gross Amounts of
Recognized
Assets / Liabilities
Gross Amounts Offset
in the Consolidated
Balance Sheet
Net Amounts of Assets /
Liabilities Included in the
Consolidated Balance Sheet
Notional
Amount (1)
Derivatives
$
5,218 $
(19) $
5,199 $ 357,875
Liabilities:
Derivatives
Total
$
(175,444)
(170,226) $
19
— $
(175,425) 1,987,126
(170,226) $ 2,345,001
(1)
Comprised of 52 interest rate swaps which effectively fix the LIBOR portion of interest rates on outstanding
balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 11,
Indebtedness) at 0.57% to 3.33% per annum. These swaps mature from April 30, 2021 to January 31, 2043.
103
As of December 31, 2019, the information related to these offsetting arrangements were as follows (in
thousands):
Instrument
Description
Assets:
Gross Amounts of
Recognized
Assets / Liabilities
Gross Amounts Offset
in the Consolidated
Balance Sheet
Net Amounts of Assets /
Liabilities Included in the
Consolidated Balance Sheet
Notional
Amount
Derivatives
$
683 $
(615) $
68 $ 11,605
Liabilities:
Derivatives
Total
$
(64,361)
(63,678) $
615
— $
(63,746) 1,161,092
(63,678) $ 1,172,697
The losses (gains) on derivatives designated as cash flow hedges recognized into OCI, before tax effect,
consisted of the following (in thousands):
Year Ended December 31,
2020
2019
2018
Derivatives designated as cash flow hedges:
Interest rate swaps
$
86,367 $
65,809 $
(8,602)
The losses (gains) on derivatives financial instruments recognized into the consolidated statements of
operations, before tax effect, consisted of the following (in thousands):
Year Ended December 31,
2020
2019
2018
Interest
expense, net
Other
expense, net
Interest
expense, net
Other
expense, net
Interest
expense, net
Other
expense, net
$
12,971 $
— $
(785) $
— $
295 $
(7,549)
Derivatives designated as cash flow
hedges:
Interest rate swaps
Losses (gains) reclassified from AOCI
into income
Derivatives not designated as cash flow
hedges:
Interest rate swaps
Gains recognized into income
—
(2,911)
—
Total losses (gains)
$
12,971 $
(2,911) $
(785) $
—
— $
—
—
295 $
(7,549)
All amounts in Accumulated other comprehensive income (loss) ("AOCI") in the consolidated statements of
redeemable noncontrolling interests and equity relate to derivatives, refer to the consolidated statements of
comprehensive (loss) income. The net (loss) gain on derivatives includes the tax effect of $19.4 million, $17.7
million and $0.4 million for the twelve months ended December 31, 2020, 2019 and 2018, respectively.
During the next 12 months, the Company expects to reclassify $28.2 million of net losses on derivative
instruments from accumulated other comprehensive income to earnings. There were six undesignated derivative
instruments recorded by the Company as of December 31, 2020.
104
Note 13. Pass-Through Financing Obligations
The Company's pass-through financing obligations ("financing obligations") arise when the Company leases
solar energy systems to Fund investors who are considered commercial customers under a master lease
agreement, and these investors in turn are assigned the Customer Agreements with customers. The Company
receives all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to
the other incentives. Given the assignment of operating cash flows, these arrangements are accounted for as
financing obligations. The Company also sells the rights and related value attributable to the Commercial ITC to
these investors.
Under these financing obligation arrangements, wholly owned subsidiaries of the Company finance the cost
of solar energy systems with investors for an initial term of typically 20 or 22 years, and one fund with an initial term
of 7 years. The solar energy systems are subject to Customer Agreements with an initial term of typically 20 or 25
years that automatically renew on an annual basis. These solar energy systems are reported under the line item
solar energy systems, net in the consolidated balance sheets. As of December 31, 2020 and 2019, the cost of the
solar energy systems placed in service under the financing obligation arrangements was $715.5 million and $657.9
million, respectively. The accumulated depreciation related to these assets as of December 31, 2020 and 2019 was
$120.2 million and $95.9 million, respectively.
The investors make a series of large up-front payments and in certain cases subsequent smaller quarterly
payments (lease payments) to the subsidiaries of the Company. The Company accounts for the payments received
from the investors under the financing obligation arrangements as borrowings by recording the proceeds received
as financing obligations on its consolidated balance sheets, and cash provided by financing activities in its
consolidated statement of cash flows. These financing obligations are reduced over a period of approximately 22
years, or over seven years in the case of one fund, by customer payments under the Customer Agreements, U.S.
Treasury grants (where applicable),) and proceeds from the contracted resale of SRECs as they are received by the
investor. In addition, funds paid for the Commercial ITC value upfront are initially recorded as a refund liability and
recognized as revenue as the associated solar system reaches PTO. The Commercial ITC value is reflected in cash
provided by operations on the consolidated statement of cash flows. The Company accounts for the Customer
Agreements and any related U.S. Treasury grants as well as the resale of SRECs consistent with the Company’s
revenue recognition accounting policies as described in Note 2, Summary of Significant Accounting Policies.
Interest is calculated on the financing obligations using the effective interest rate method. The effective
interest rate, which is adjusted on a prospective basis, is the interest rate that equates the present value of the
estimated cash amounts to be received by the investor over the lease term with the present value of the cash
amounts paid by the investor to the Company, adjusted for amounts received by the investor. The financing
obligations are nonrecourse once the associated assets have been placed in service and all the contractual
arrangements have been assigned to the investor.
Under the majority of the financing obligations, the investor has a right to extend its right to receive cash
flows from the customers beyond the initial term in certain circumstances. Depending on the arrangement, the
Company has the option to settle the outstanding financing obligation on the ninth or eleventh anniversary of the
Fund inception at a price equal to the higher of (a) the fair value of future remaining cash flows or (b) the amount
that would result in the investor earning their targeted return. In several of these financing obligations, the investor
has an option to require repayment of the entire outstanding balance on the tenth anniversary of the Fund inception
at a price equal to the fair value of the future remaining cash flows.
Under the majority of the financing obligations, the Company is responsible for services such as warranty
support, accounting, lease servicing and performance reporting to customers. As part of the warranty and
performance guarantee with the customers in applicable funds, the Company guarantees certain specified minimum
annual solar energy production output for the solar energy systems leased to the customers, which the Company
accounts for as disclosed in Note 2, Summary of Significant Accounting Policies.
105
Note 14. VIE Arrangements
The Company consolidated various VIEs at December 31, 2020 and 2019. The carrying amounts and
classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in
thousands):
December 31,
2020
2019
Assets
Current assets
Cash
Restricted cash
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Solar energy systems, net
Other assets
Total assets
Liabilities
Current liabilities
Accounts payable
Distributions payable to noncontrolling interests
and redeemable noncontrolling interests
Accrued expenses and other liabilities
Deferred revenue, current portion
Deferred grants, current portion
Non-recourse debt, current portion
Total current liabilities
Deferred revenue, net of current portion
Deferred grants, net of current portion
Non-recourse debt, net of current portion
Other liabilities
Total liabilities
$
219,502 $
34,559
35,152
23,306
2,629
315,148
6,748,127
127,591
7,190,866 $
133,362
2,746
21,956
15,721
554
174,339
3,259,712
87,151
3,521,202
$
$
$
15,609 $
11,531
28,577
24,660
44,906
1,007
31,594
146,353
493,161
25,891
1,160,817
31,745
1,857,967 $
16,012
10,740
38,265
1,011
4,901
82,460
443,873
27,023
201,575
19,633
774,564
As a result of the acquisition of Vivint Solar on October 8, 2020, the Company added 35 VIE funds.
The Company holds a variable interest in an entity that provides the noncontrolling interest with a right to
terminate the leasehold interests in all of the leased projects on the tenth anniversary of the effective date of the
master lease. In this circumstance, the Company would be required to pay the noncontrolling interest an amount
equal to the fair market value, as defined in the governing agreement of all leased projects as of that date.
The Company holds certain variable interests in nonconsolidated VIEs established as a result of seven pass-
through Fund arrangements as further explained in Note 14, Pass-Through Financing Obligations. The Company
does not have material exposure to losses as a result of its involvement with the VIEs in excess of the amount of
the pass-through financing obligation recorded in the Company’s consolidated financial statements. The Company
is not considered the primary beneficiary of these VIEs.
Note 15. Redeemable Noncontrolling Interests
During certain specified periods of time (the “Early Exit Periods”), noncontrolling interests in certain funding
arrangements have the right to put all of their membership interests to the Company (the “Put Provisions”). During a
specific period of time (the “Call Periods”), the Company has the right to call all membership units of the related
redeemable noncontrolling interests.
106
The carrying value of redeemable noncontrolling interests was greater than the redemption value except for
fifteen and nine Funds at December 31, 2020 and 2019, respectively, where the carrying value has been adjusted to
the redemption value.
There was a $70.3 million difference between the fair value of the noncontrolling interests and redeemable
noncontrolling interests acquired at the date of the merger with Vivint Solar and the noncontrolling interests and
redeemable noncontrolling interests balances as calculated using the HLBV method of accounting, which will
remain in NCI until a realization event occurs.
Note 16. Stockholders’ Equity
Convertible Preferred Stock
The Company did not have any convertible preferred stock issued and outstanding as of December 31, 2020
and 2019.
The Company did not declare or pay any dividends in 2020, 2019 or 2018.
Common Stock
The Company has reserved sufficient shares of common stock for issuance upon the exercise of stock
options and the exercise of warrants. Common stockholders are entitled to dividends if and when declared by the
board of directors, subject to the prior rights of the preferred stockholders. As of December 31, 2020, no common
stock dividends had been declared by the board of directors.
The Company has reserved shares of common stock for issuance as follows (in thousands):
Stock plans
Shares available for grant
Vivint's 2014 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
Options outstanding
Restricted stock units outstanding
Total
Stock Repurchase Program
December 31,
2020
2019
8,940
15,033
8,216
8,019
7,103
47,311
—
14,828
6,522
10,784
3,943
36,077
In November 2019, the Company's board of directors approved a stock repurchase program authorizing the
Company to repurchase up to $50.0 million of its common stock from time to time over the next three years. Stock
repurchases under this program may be made through open market transactions, negotiated purchases or
otherwise, at times and in such amounts as the Company considers appropriate and in accordance with applicable
regulations of the Securities and Exchange Commission. The timing of repurchases and the number of shares
repurchased will depend on a variety of factors including price, regulatory requirements, and other market
conditions. The Company may limit, amend, suspend, or terminate the stock repurchase program at any time
without prior notice. Any shares repurchased under the program will be returned to the status of authorized, but
unissued shares of common stock. During 2019, the Company repurchased 368,996 shares for approximately $5.0
million. There were no such repurchases in 2020.
107
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Note 17. Stock-Based Compensation
2013 Equity Incentive Plan
In July 2013, the Board of Directors approved the 2013 Equity Incentive Plan (“2013 Plan”). In March 2015,
the Board of Directors authorized an additional 3,000,000 shares reserved for issuance under the 2013 Plan. An
aggregate of 4,500,000 shares of common stock are reserved for issuance under the 2013 Plan plus (i) any shares
that were reserved but not issued under the plan that was previously in place, and (ii) any shares subject to stock
options or similar awards granted under the plan that was previously in place that expire or otherwise terminate
without having been exercised in full and shares issued that are forfeited to or repurchased by the Company, with
the maximum number of shares to be added to the 2013 Plan pursuant to clauses (i) and (ii) equal to 8,044,829
shares. Stock options granted to employees generally have a maximum term of ten-years and vest over a four-year
period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three
years. The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares
shall be subject to repurchase by the Company at the original exercise price of the option in the event of a
termination of an optionee’s employment prior to vesting. All the remaining shares that were available for future
grants under the 2013 Plan were transferred to the 2015 Equity Incentive Plan (“2015 Plan”) at the inception of the
2015 Plan. As of December 31, 2020, the Company had not granted restricted stock or other equity awards (other
than options) under the 2013 Plan.
2014 Equity Incentive Plan
In August 2014, the Board approved Sunrun's 2014 Equity Incentive Plan (“Sunrun 2014 Plan”). An
aggregate of 947,342 shares of common stock are reserved for issuance under the Sunrun 2014 Plan. The Sunrun
2014 Plan was adopted to accommodate a broader transaction with a sales entity and to allow for similar
transactions in the future. In July 2015, the Board approved an increase in the number of shares of common stock
reserved to 1,197,342. As of July 2015, the Company granted all 1,197,342 restricted stock units (“RSUs”) available
under the Sunrun 2014 Plan.
Vivint Solar 2014 Equity Incentive Plan
Upon completion of the Merger, the Company may grant equity awards through the Vivint Solar 2014 Equity
Incentive Plan (“Vivint Solar 2014 Plan”). Under the Vivint Solar 2014 Plan, the Company may grant stock options,
restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance stock units, performance
shares and performance awards to its employees, directors and consultants, and its parent and subsidiary
corporations’ employees and consultants.
As of December 31, 2020, a total of 8.9 million shares of common stock were available for grant under the
Vivint Solar 2014 Plan, subject to adjustment in the case of certain events. In addition, any shares that otherwise
would be returned to the Omnibus Plan (as defined below) as the result of the expiration or termination of stock
options may be added to the Vivint Solar 2014 Plan. The number of shares available to grant under the Vivint Solar
2014 Plan is subject to an annual increase on the first day of each year.
2013 Omnibus Incentive Plan
Vivint Solar’s 2013 Omnibus Incentive Plan (the “Omnibus Plan”) was terminated in connection with the
adoption of the Vivint Solar 2014 Plan in September 2014, and accordingly no additional shares are available for
issuance under the Omnibus Plan. The Omnibus Plan will continue to govern outstanding awards granted under the
plan. The stock options outstanding under the Omnibus Plan have a ten-year contractual period.
Long-term Incentive Plan
In July 2013, Vivint Solar’s board of directors approved shares of common stock for six Long-term Incentive
Plan Pools (“LTIP Pools”) that comprise the 2013 Long-term Incentive Plan (the “LTIP”). Participants in the LTIP are
allocated a portion of the LTIP Pools relative to the performance of other participants on a measurement date that is
determined once performance conditions are met. The Merger Agreement provided that the LTIP awards
outstanding immediately prior to the Closing Date were cancelled and terminated and that subsequent to the
Closing Date, each holder of a cancelled LTIP award would be granted an RSU award to be settled in shares of
108
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Sunrun common stock, with the number of shares underlying such award calculated as if the LTIP performance
hurdles were achieved, with the Closing Date as the determination date. As a result, approximately 1.5 million
shares of the Company common stock were awarded as RSUs to LTIP participants with a grant date equal to the
Closing Date. These RSUs vest in three equal installments, subject to the grantee’s continued provision of services
to the Company. One-third vested 30 days after the Closing Date, one-third will vest nine months after the Closing
Date, and one-third will vest 18 months after the Closing Date. As of December 31, 2020, there are no remaining
shares available for grant under the LTIP.
2015 Equity Incentive Plan
In July 2015, the Sunrun Board approved the 2015 Plan. An aggregate of 11,400,000 shares of common
stock are reserved for issuance under the 2015 Plan plus (i) any shares that were reserved but not issued under the
2013 Plan at the inception of the 2015 Plan, and (ii) any shares subject to stock options or similar awards granted
under the 2008 Plan, 2013 Plan and 2014 Plan that expire or otherwise terminate without having been exercised in
full and shares issued that are forfeited to or repurchased by the Company, with the maximum number of shares to
be added to the 2015 Plan pursuant to clauses (i) and (ii) equal to 15,439,334 shares. The 2015 Plan provides for
annual automatic increases on January 1 to the shares reserved for issuance. The automatic increase of the
number of shares available for issuance under the 2015 Plan is equal to the least of 10 million shares, 4% of the
outstanding shares of common stock as of the last day of the Company’s immediately preceding fiscal year or such
other amount as the Board of Directors may determine. In 2020 and 2019, the Board of Directors authorized an
additional 4,738,048 and 4,525,946 shares reserved for issuance under the 2015 Plan, respectively. Stock options
granted to employees generally have a maximum term of ten-years and vest over a four-year period from the date
of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The options may
include provisions permitting exercise of the option prior to full vesting. Any unvested shares shall be subject to
repurchase by the Company at the original exercise price of the option in the event of a termination of an optionee’s
employment prior to vesting. RSUs granted to employees generally vest over a four-year period from the date of
grant; 25% vest at the end of one year, and 75% vest quarterly over the remaining three years.
Stock Options
The following table summarizes the activity for all stock options under all of the Company’s equity incentive
plans for the years ended December 31, 2020 and 2019 (shares and aggregate intrinsic value in thousands):
Outstanding at December 31, 2018
Granted
Exercised
Cancelled
Outstanding at December 31, 2019
Assumed through acquisition
Granted
Exercised
Cancelled
Outstanding at December 31, 2020
Options vested and exercisable at
December 31, 2020
Options vested and expected to vest
at December 31, 2020
Number of
Options
Weighted
Average
Exercise Price
13,590 $
1,362
(3,625)
(543)
10,784
2,565
1,740
(6,608)
(462)
8,019 $
4,277 $
8,019 $
6.07
15.44
5.48
7.62
7.38
10.23
17.48
7.40
9.36
10.35
6.65
10.35
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic
Value
6.63 $
66,462
6.52
71,745
6.87 $
473,371
5.35 $
268,284
6.87 $
473,371
There were no unvested exercisable shares as of the year ended December 31, 2020 and 2019, which are
subject to a repurchase option held by the Company at the original exercise price. These options became fully
vested during the year ended December 31, 2019.
109
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The weighted-average grant-date fair value of stock options granted during the year ended December 31,
2020, 2019 and 2018 were $9.33, $8.27 and $4.21 per share, respectively. The total intrinsic value of the options
exercised during the year ended December 31, 2020, 2019 and 2018 was $251.7 million, $37.8 million and $21.4
million, respectively. The aggregate intrinsic value is the difference of the current fair value of the stock and the
exercise price for in-the-money stock options. The total fair value of options vested during the year ended
December 31, 2020, 2019 and 2018 was $104.8 million, $9.5 million and $8.8 million, respectively.
The Company estimates the fair value of stock-based awards on their grant date using the Black-Scholes
option-pricing model. The Company estimates the fair value using a single-option approach and amortizes the fair
value on a straight-line basis for options expected to vest. All options are amortized over the requisite service
periods of the awards, which are generally the vesting periods.
The Company estimated the fair value of stock options with the following assumptions:
Risk-free interest rate
Volatility
Expected term (in years)
Expected dividend yield
2020
Year Ended December 31,
2019
0.30% - 1.50%
54.40% - 59.70%
5.30 - 6.10
0.00%
1.70% - 2.59%
52.90% - 55.07%
6.10 - 6.12
0.00%
2018
2.72% - 2.92%
44.87% - 54.61%
6.09 - 6.11
0.00%
The expected term assumptions were determined based on the average vesting terms and contractual lives
of the options. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon issue with a term that
approximates the expected life of the option grant. For stock options granted in the year ended December 31, 2020,
2019 and 2018, the Company considered the volatility data of a group of publicly traded peer companies in its
industry. The Company accounts for forfeitures as they occur and, as such, reverses compensation cost previously
recognized in the period the award is forfeited, for an award that is forfeited before completion of the requisite
service period.
Restricted Stock Units
In 2014, the Company granted a total of 947,342 RSUs subject to certain performance targets to a third party
partner. As of December 31, 2017, 350,000 outstanding RSUs had a performance feature that is required to be
satisfied before the option is vested. In March 2018, the Company amended the terms of all of these RSUs, such
that the RSUs are deemed earned subject to a clawback provision that requires the holder of the RSUs to either
forfeit all the RSUs or pay the Company repayment value for all RSUs that are not forfeited if the third party
breaches the exclusivity provision of the parties’ commercial agreement. The exclusivity clawback provision for all of
the RSUs expired in September 2019.
The performance-based provision is considered substantive. As a result, the Company recognizes expense
once the performance targets are met. The first performance target was met in 2015. The Company recognized
$3.5 million in compensation expense in the year ended December 31, 2018 upon certain performance targets
being met.
110
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for
the years ended December 31, 2020 and 2019 (shares in thousands):
Unvested balance at December 31, 2018
Granted
Issued
Cancelled / forfeited
Unvested balance at December 31, 2019
Assumed through acquisition
Granted
Issued
Cancelled / forfeited
Unvested balance at December 31, 2020
Employee Stock Purchase Plan
Weighted
Average Grant
Date Fair
Value
Shares
4,182 $
2,258
(1,104)
(1,393)
3,943
3,033
5,295
(4,222)
(946)
7,103 $
7.05
15.25
6.83
8.14
11.42
70.54
34.71
30.10
32.08
40.17
Under the Company's 2015 Employee Stock Purchase Plan (“ESPP”) (as amended in May 2017), eligible
employees are offered shares bi-annually through a 24 month offering period which encompasses four six-month
purchase periods. Each purchase period begins on the first trading day on or after May 15 and November 15 of
each year. Employees may purchase a limited number of shares of the Company’s common stock via regular
payroll deductions at a discount of 15% of the lower of the fair market value of the Company’s common stock on the
first trading date of each offering period or on the exercise date. Employees may deduct up to 15% of payroll, with a
cap of $25,000 of fair market value of shares in any calendar year and 10,000 shares per employee per purchase
period. Under the ESPP, 1,000,000 shares of the Company’s common stock have been reserved for issuance to
eligible employees. The ESPP provides for an automatic increase of the number of shares available for issuance
under the ESPP on the first day of each fiscal year beginning on January 1, 2016, equal to the least of 5 million
shares, 2% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding
fiscal year, or such other amount as may be determined by the Board of Directors. In 2020 and 2019, the Board of
Directors authorized an additional 2,369,024 and 2,262,973 shares, respectively, reserved for issuance under the
ESPP.
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense, including ESPP expenses, in the
consolidated statements of operations as follows (in thousands):
Year Ended December 31,
2019
2018
2020
Cost of customer agreements and incentives
Cost of solar energy systems and product sales
Sales and marketing
Research and development
General and administration
Total
$
$
4,315 $
1,582
53,366
2,518
108,806
170,587 $
2,434 $
844
5,162
1,439
16,427
26,306 $
2,568
718
7,191
1,253
16,126
27,856
111
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
During the year ended December 31, 2020, stock-based compensation expense capitalized to the
Company’s consolidated balance sheet was $6.5 million. As of December 31, 2020 and 2019, total unrecognized
compensation cost related to outstanding stock options and RSUs was $280.1 million and $30.0 million,
respectively, which are expected to be recognized over a weighted-average period of 1.5 years. Total unrecognized
compensation cost includes the assumed unvested Vivint Solar awards to be recognized as stock-based
compensation expense over the remaining requisite service period. Per ASC 805, the replacement of stock options
or other share-based payment awards in conjunction with a business combination represents a modification of
share-based payment awards that must be accounted for in accordance with ASC 718, Stock Compensation. As a
result of the Company’s issuance of replacement awards, a portion of the fair-value-based measure of the
replacement awards is included in the purchase consideration. To determine the portion of the replacement awards
that is part of the purchase consideration, the Company measured the fair value of both the replacement awards
and the historical awards as of the Acquisition Date. The fair value of the replacement awards, whether vested or
unvested, was included in the purchase consideration to the extent that pre-acquisition services were rendered. In
the year ended December 31, 2020, the Company recognized compensation cost of $30.8 million for modifications
due to accelerated vesting of unvested outstanding shares for 21 grantees.
401(k) Plans
The Sunrun 401(k) Plan and the Vivint Solar 401(k) Plan are deferred salary arrangements under Section
401(k) of the Internal Revenue Code. Under both the Sunrun and Vivint Solar 401(k) Plans, participating U.S.
employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit ($19,500 for
calendar year 2020). Under the Sunrun 401(k) Plan, the Company matches 100% of the first 1% and 50% of the
next 5% of each employee's contributions. Under the Vivint Solar 401(k) Plan, the Company matches 33% of each
employee's contributions up to a maximum of 6% of the employee’s eligible earnings. The Company recognized
expense of $9.6 million and $8.5 million in the years ended December 31, 2020 and 2019, respectively.
Note 18. Income Taxes
The following table presents the loss (income) before income taxes for the periods presented (in thousands):
Loss (income) attributable to common stockholders
Loss attributable to noncontrolling interest and redeemable
noncontrolling interests
Loss before income taxes
For the Year Ended December 31,
2018
2019
2020
(35,979)
(18,117) $
$ 233,967 $
453,554
286,843
$ 687,521 $ 399,240 $ 250,864
417,357
The income tax provision (benefit) consists of the following (in thousands):
Current
Federal
State
Foreign
Total current (benefit) expense
Deferred
Federal
State
Foreign
Total deferred (benefit) provision
Total
For the Year Ended December 31,
2018
2019
2020
$
— $
—
(1,422)
(1,422)
(454) $
(593)
1,435
388
(1,100)
292
—
(808)
(61,387)
2,236
—
(59,151)
(60,573) $
$
(7,634)
(972)
—
(8,606)
(8,218) $
1,995
8,135
—
10,130
9,322
112
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
The following table represents a reconciliation of the statutory federal rate and the Company’s effective tax
rate for the periods presented:
Tax provision (benefit) at federal statutory rate
State income taxes, net of federal benefit
Effect of noncontrolling and redeemable noncontrolling interests
Stock-based compensation
ASC 740-10 Reserve
Tax credits
Effect of rate change
Effect of valuation allowance
Other
Total
For the Year Ended December 31,
2018
2019
2020
(21.00) %
(21.00) %
(21.00) %
0.32
(0.97)
(1.69)
24.01
21.95
13.85
(1.77)
(1.96)
(2.98)
—
(0.11)
—
(1.35)
(0.99)
(0.77)
—
—
—
3.04
0.40
3.45
0.47
0.62
0.33
3.72 %
(2.06) %
(8.81) %
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following
table represents the components of the Company’s deferred tax assets and liabilities for the periods presented (in
thousands):
Deferred tax assets
Accruals and prepaids
Deferred revenue
Net operating loss carryforwards
Stock-based compensation
Investment tax and other credits
Interest Expense
Interest rate derivatives
Total deferred tax assets
Less: Valuation allowance
Gross deferred tax assets
Deferred tax liabilities
Capitalized costs to obtain a contract
Fixed asset depreciation and amortization
Deferred tax on investment in partnerships
Gross deferred tax liabilities
Net deferred tax liabilities
December 31,
2020
2019
$
$
53,845 $
17,736
529,394
22,224
86,175
16,627
53,057
779,058
(91,322)
687,736
93,441
333,970
342,230
769,641
(81,905) $
19,704
11,229
347,997
7,104
32,878
12,394
18,988
450,294
(12,120)
438,174
66,247
263,917
173,974
504,138
(65,964)
The Company accounts for investment tax credits as a reduction of income tax expense in the year in which
the credits arise. As of December 31, 2020, the Company has an investment tax credit carryforward of
approximately $66.0 million which begins to expire in the year 2028, if not utilized, $1.0 million of California
enterprise zone credits which begin to expire in the year 2023, and $1.9 million of other state tax credits which begin
to expire in the year 2021. As of December 31, 2019, the Company has an investment tax credit carryforward of
approximately $18.8 million and California enterprise zone credits of approximately $1.0 million.
113
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Generally, utilization of the net operating loss carryforwards and credits may be subject to a substantial
annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC) of 1986, as
amended and similar state provisions. The Company performed an analysis to determine whether an ownership
change under Section 382 of the Code had occurred and determined that only Vivint Solar, Inc. underwent an
ownership change as of October 8, 2020.
Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that
the deferred tax asset will not be realized. The Company’s management considers all available positive and
negative evidence including its history of operating income or losses, future reversals of existing taxable temporary
difference, taxable income in carryback years and tax-planning strategies. The Company has concluded that it is
more likely than not that the benefit from certain federal tax credits, state net operating loss carryforwards, and state
tax credits will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $91.3
million on the deferred tax assets relating to these federal tax credits, state net operating loss carryforwards, and
state tax credits which is an increase of $79.2 million in 2020.
The Company sells solar energy systems to investment Funds. As the investment Funds are consolidated by
the Company, the gain on the sale of the assets has been eliminated in the 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, both current and deferred, as a component of income tax expense and
deferred tax liability, net during the period in which the transfers occur.
Uncertain Tax Positions
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the
normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where
applicable. The statute of limitations for the tax returns varies by jurisdictions.
We determine whether a tax position is more likely than not to be sustained upon examination, including
resolution of any related appeals or litigation processes, based on the technical merits of the position. We use a
two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position
will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if
any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being
realized upon ultimate settlement. We have analyzed the Company’s inventory of tax positions with respect to all
applicable income tax issues for all open tax years (in each respective jurisdiction).
The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within
the provision for taxes in the consolidated statements of operations.
As a result of the acquisition of Vivint Solar, the Company established an unrecognized tax benefit of $1.0
million as of December 31, 2020 that, if recognized, would impact the Company’s effective tax rate. As a result of
the expiration of statute of limitations, the Company had no uncertain tax positions as of December 31, 2019.
The change in unrecognized tax benefits during 2020, 2019 and 2018, excluding penalties and interest, is as
follows:
Unrecognized tax benefits at beginning of the year
Reversal of prior year unrecognized tax benefits due to the expiration
of the statute of limitations
Increases/(decreases) in unrecognized tax benefits as a result of tax
positions taken during the prior period
Unrecognized tax benefits at end of the year
For the Year Ended December 31,
2020
2019
2018
$
— $
647 $
1,525
—
961
$
961 $
(647)
(878)
—
— $
—
647
114
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
One of the Company’s investment funds covered by the Company’s 2018 insurance policy is currently being
audited by the Internal Revenue Service (the “IRS”) in an audit involving a review of the fair market value
determination of solar energy systems. If this audit results in an adverse finding, the Company may be subject to an
indemnity obligation to its investor, which may result in certain out-of-pocket costs and increased insurance
premiums in the future. The IRS audit is still ongoing, and the Company is unable to determine the potential tax
liabilities, if any, at this time.
The Company is subject to taxation and files income tax returns in the U.S., its territories, and various state
and local jurisdictions. Due to the Company’s net losses, substantially all of its federal, state and local income tax
returns since inception are still subject to audit.
The following table summarizes the tax years that remain open and subject to examination by the tax
authorities in the most significant jurisdictions in which the Company operates:
U.S. Federal
State
Net Operating Loss Carryforwards
Tax Years
2017 - 2020
2016 - 2020
As a result of the Company’s net operating loss carryforwards as of December 31, 2020, the Company does
not expect to pay income tax, including in connection with its income tax provision for the year ended December 31,
2020. As of December 31, 2020, the Company had net operating loss carryforwards for federal and state income tax
purposes of approximately $720.7 million and $2.1 billion, respectively, which will begin to expire in 2028 for federal
purposes and in 2024 for state purposes. In addition, federal and certain state net operating loss carryforwards
generated in tax years beginning after December 31, 2017 total $1.1 billion and $176.3 million, respectively, and
have indefinite carryover periods and do not expire.
Note 19. Commitments and Contingencies
Letters of Credit
As of December 31, 2020 and 2019, the Company had $37.0 million and $20.1 million, respectively, of
unused letters of credit outstanding, which carry fees of 2.13% - 3.25% per annum and 1.25% - 3.25% per annum,
respectively.
Guarantees
Certain tax equity funds and debt facilities require the Company to maintain an aggregate amount of $30.0
million of unencumbered cash and cash equivalents at the end of each month.
Operating and Finance Leases
The Company leases real estate under non-cancellable operating leases and equipment under finance
leases.
The components of lease expense were as follows (in thousands):
115
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Operating lease cost
Short-term lease cost
Variable lease cost
Sublease income
Total lease cost
Other information related to leases was as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Finance leases
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
For the Year Ended December 31,
2020
2019
2018
$
10,151 $
13,999 $
11,884
890
15,592
689
4,135
1,915
13,159
1,349
3,565
(782)
(669)
676
10,467
732
3,112
(572)
$
30,675 $
33,318 $
26,299
For the Year Ended December 31,
2020
2019
2018
$ 15,756
$ 11,516
$ 10,765
854
991
10,578
13,919
482
9,220
2,071
4,265
19,503
3,411
17,914
15,370
7.24
2.59
4.2 %
4.3 %
5.39
2.91
5.5 %
4.2 %
3.43
3.37
4.3 %
4.3 %
Future minimum lease commitments under non-cancellable leases as of December 31, 2020 were as
follows (in thousands):
Operating
Leases
Sublease
Income
Net Operating
Leases
Finance
leases
2021
2022
2023
2024
2025
Thereafter
Total future lease payments
Less: Amount representing interest
Present value of future payments
Less: Amount for tenant incentives
Revised Present value of future payments
Less: Current portion
Long term portion
685 $
35
—
—
—
—
720
—
720
—
720
—
720 $
24,766 $
20,081
17,283
12,229
9,872
38,193
122,424
(16,132)
106,292
—
106,292
(21,461)
84,831 $
11,878
8,540
4,013
889
5
—
25,325
(1,359)
23,966
—
23,966
(11,037)
12,929
$
$
25,451 $
20,116
17,283
12,229
9,872
38,193
123,144
(16,132)
107,012
—
107,012
(21,461)
85,551 $
116
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Purchase Commitment
The Company entered into purchase commitments, which have the ability to be canceled without significant
penalties, with multiple suppliers to purchase $56.9 million of photovoltaic modules, inverters and batteries by the
end of 2022.
Warranty Accrual
The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on
the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs
for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the
original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is
immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar
energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on
warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. A
warranty is provided for solar systems sold and leased. However, for the solar energy systems under Customer
Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated
subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are
incurred as a component of customer agreements and incentives costs of revenue.
Commercial ITC Indemnification
The Company is contractually committed to compensate certain investors for any losses that they may suffer
in certain limited circumstances resulting from reductions in Commercial ITCs. Generally, such obligations would
arise as a result of reductions to the value of the underlying solar energy systems as assessed by the Internal
Revenue Service (the “IRS”). At each balance sheet date, the Company assesses and recognizes, when applicable,
the potential exposure from this obligation based on all the information available at that time, including any audits
undertaken by the IRS. One of the Company's investors is being audited by the IRS. Since this audit is ongoing, the
Company is unable to determine the potential tax liabilities as of the filing date of this Annual Report on Form 10-K.
The maximum potential future payments that the Company could have to make under this obligation would depend
largely on the difference between the prices at which the solar energy systems were sold or transferred to the
Funds (or, in certain structures, the fair market value claimed in respect of such systems (referred to as "claimed
values")) and the eligible basis determined by the IRS. The Company set the purchase prices and claimed values
based on fair market values determined with the assistance of an independent third-party appraisal with respect to
the systems that generate Commercial ITCs that are passed-through to, and claimed by, the Fund investors. In April
2018, the Company purchased an insurance policy providing for certain payments by the insurers in the event there
is any final determination (including a judicial determination) that reduced the Commercial ITCs claimed in respect
of solar energy systems sold or transferred to most Funds through April 2018, or later, in the case of Funds added to
the policy after such date. In general, the policy indemnifies the Company and related parties for additional taxes
(including penalties and interest) owed in respect of lost Commercial ITCs, gross-up costs and expenses incurred in
defending such claim, subject to negotiated exclusions from, and limitations to, coverage.
Litigation
The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings
in the ordinary course of its business. The Company records a provision for a liability when it is both probable that
the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any,
are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of
legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing
of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s
future consolidated results of operations, cash flows or financial position in a particular period.
On April 8, 2019, a putative class action captioned Loftus et al. v. Sunrun Inc., Case No. 3:19-cv-01608, was
filed in the United States District Court, Northern District of California. The complaint generally alleges violations of
the Telephone Consumer Protection Act (the “TCPA”) on behalf of an individual and putative classes of persons
alleged to be similarly situated. Plaintiffs filed a First Amended Complaint on June 26, 2019, adding defendant
MediaMix 365, LLC, also asserting individual and putative class claims under the TCPA, along with claims under the
California Invasion of Privacy Act. In the amended version of their Complaint, plaintiffs seek statutory damages,
equitable and injunctive relief, and attorneys’ fees and costs on behalf of themselves and the absent purported
classes. Most, if not all, of the claims asserted in the lawsuit relate to activities allegedly engaged in by third-party
117
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
vendors, for which the Company denies any responsibility. While the Company believes that the claims against it
are without merit, in view of the cost and risk of continuing to defend the action, it has reached an agreement with
plaintiffs to settle the lawsuit on a class-wide basis for $5.5 million, which was accrued as of June 30, 2020, in
exchange for a release of all claims that were or could have been asserted in the litigation. The settlement is subject
to court approval. Preliminary approval was granted on September 25, 2020 and the court has scheduled the final
approval hearing for May 6, 2021.
In October 2019, two shareholders filed separate putative class actions in the U.S. District Court for the
Eastern District of New York (Crumrine v. Vivint Solar, Inc. and Li v. Vivint Solar, Inc.) purportedly on behalf of
themselves and all others similarly situated. The lawsuits purport to allege violations of Federal Securities Laws. In
March 2020, the court consolidated the two actions and appointed lead plaintiffs and lead counsel to represent the
alleged putative class. Subsequently, in December 2020, the Eastern District of New York transferred the case to
the District of Utah, where it is now pending. Vivint Solar disputes the allegations in the complaint. The Company is
unable to estimate a range of loss, if any, at this time.
In December 2019, ten customers who signed residential power purchase agreements named Vivint Solar in
a putative class action lawsuit captioned Dekker v. Vivint Solar, Inc. (N.D. Cal.), alleging that the agreements contain
unlawful termination fee provisions. The Company disputes the allegations in the complaint. On January 17, 2020,
Vivint Solar moved to compel arbitration with respect to nine of the ten plaintiffs whose contracts included arbitration
provisions. The court issued an order compelling eight plaintiffs to pursue their claims in arbitration but
subsequently rescinded the order as to certain plaintiffs. At this time, certain plaintiffs’ claims remain pending before
the court and other plaintiffs’ claims are in arbitration. The Company is unable to estimate a range of loss, if any, at
this time.
In March 2020, a shareholder filed a derivative action captioned Oyola-Rivera v. Allred (DE Chancery Court)
against various officers and directors of Vivint Solar, Inc., alleging that they breached their duties of loyalty, care,
and good faith. Vivint Solar, Inc. is named as a nominal defendant. The defendants dispute the allegations in the
complaint. The Company is unable to estimate a range of loss, if any, at this time.
On December 2, 2020, the California Contractors State License Board (the “CSLB”) filed an administrative
proceeding against the Company and certain of its officers related to an accident that occurred during an installation
by one of the Company’s channel partners, Horizon Solar Power, which holds its own license with the CSLB. If this
proceeding is not resolved in the Company’s favor, it could potentially result in fines, a public reprimand, probation
or the suspension or revocation of the Company’s California Contractor’s License. The Company strongly denies
any wrongdoing in the matter and intends to work cooperatively with the CSLB while vigorously defending itself in
this action. Any potential effect of the CSLB proceeding on the Company’s consolidated financial statements is
unknown.
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.
Note 20. Net Income Per Share
Basic net income per share is computed by dividing net income attributable to common stockholders by the
weighted-average number of common shares outstanding during the period. Diluted net income per share is
computed by dividing net income attributable to common stockholders by the weighted-average number of common
118
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
shares outstanding during the period adjusted to include the effect of potentially dilutive securities. Potentially
dilutive securities are excluded from the computation of dilutive EPS in periods in which the effect would be
antidilutive.
The computation of the Company’s basic and diluted net income per share is as follows (in thousands,
except per share amounts):
Years Ended December 31,
2019
2020
2018
Numerator:
Net income attributable to common stockholders
Denominator:
Weighted average shares used to compute net income per share
attributable to common stockholders, basic
Weighted average effect of potentially dilutive shares to purchase
common stock
Weighted average shares used to compute net income per
share attributable to common stockholders, diluted
Net income per share attributable to common stockholders
Basic
Diluted
$
(173,394) $
26,335 $
26,657
139,606
116,397
110,089
—
7,479
7,023
139,606
123,876
117,112
$
$
(1.24) $
(1.24) $
0.23 $
0.21 $
0.24
0.23
The following shares were excluded from the computation of diluted net income per share as the impact of
including those shares would be anti-dilutive (in thousands):
Year Ended December 31,
2019
2018
2020
Warrants
Outstanding stock options
Unvested restricted stock units
Total
—
1,286
1,493
2,779
—
1,486
673
2,159
625
3,271
649
4,545
119
Notes to Consolidated Financial Statements — Continued
Sunrun Inc.
Note 21. Related Party Transactions
Advances Receivable—Related Party
Net amounts due from direct-sales professionals were $6.7 million as of December 31, 2020. The Company
provided a reserve of $0.6 million as of December 31, 2020 related to advances to direct-sales professionals who
have terminated their employment agreement with the Company.
Note 22. Subsequent Events
Convertible Senior Notes
On January 28, 2021, the Company issued $400.0 million in aggregate principal of amount of 0% Convertible
Senior Notes due 2026 (the “Notes”) for net proceeds of approximately $389.0 million. The Notes will not bear
regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under
specified circumstances relating to the Company’s failure to comply with its reporting obligations under the
Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1,
2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms.
The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001
per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately
$117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified
events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a
make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain
circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its
Notes in connection with such make-whole fundamental change or notice of redemption.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including
our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our “disclosure controls and
procedures” as of the end of the period covered by this Annual Report on Form 10-K, pursuant to Rules 13a-15(e)
and 15d-15(e) under the Exchange Act.
In connection with that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that
our disclosure controls and procedures were effective and designed to provide reasonable assurance that the
information required to be disclosed is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms as of December 31, 2020. The term
“disclosure controls and procedures,” as defined in Rules 13a-15I and 15d-15I under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
120
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered
by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management used the Committee of
Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework (2013), or the
COSO framework, to evaluate the effectiveness of internal control over financial reporting. Management believes
that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from
bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial
reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness
of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over
financial reporting.
Management has assessed the effectiveness of our internal control over financial reporting as of December
31, 2020 and has concluded that such internal control over financial reporting is effective.
We acquired Vivint Solar on October 8, 2020 in a purchase business combination. We excluded from our
assessment of internal control over financial reporting as of December 31, 2020, the internal control over financial
reporting of Vivint Solar. Associated with Vivint Solar are total assets of $7.9 billion and total revenues of $81.3
million included in our consolidated financial statements as of and for the fiscal year ended December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited
by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in
Item 8 of this Annual Report on Form 10-K.
Item 9B. Other Information.
None.
121
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 of Form 10-K will be set forth in our proxy statement to be filed with
the SEC in connection with the solicitation of proxies for our 2021 Annual Meeting of Stockholders (“Proxy
Statement”) and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days
after the year-end of the fiscal year which this report relates.
Item 11. Executive Compensation.
The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by
reference.
122
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements”
under Item 8 of Part II of this Annual Report.
(2) Financial Statement Schedules
The required information is included elsewhere in this Annual Report, not applicable, or not material.
(3) Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of
this Annual Report.
123
EXHIBIT INDEX
Exhibit
Number
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
Exhibit Description
Agreement and Plan of Merger, dated as of
July 6, 2020, by and among Sunrun Inc.,
Viking Merger Sub, Inc., and Vivint Solar,
Inc.
Amended and Restated Certificate of
Incorporation of the Registrant
Amended and Restated Bylaws of the
Registrant
Amendment to Amended and Restated
Bylaws
Form of common stock certificate of the
Registrant
Form of Stock Issuance Agreement
Indenture, dated January 28, 2021, between
Sunrun Inc. and Wells Fargo Bank, National
Association
Form of 0% Convertible Senior Note due
2026
Description of Capital Stock
Form of Indemnification Agreement between
the Registrant and each of its directors and
executive officers
Sunrun Inc. 2015 Equity Incentive Plan and
related form agreements
Sunrun Inc. Amended and Restated
Employee Stock Purchase Plan and related
form agreements
Sunrun Inc. 2014 Equity Incentive Plan
Sunrun Inc. 2013 Equity Incentive Plan and
related form agreements
Sunrun Inc. 2008 Equity Incentive Plan and
related form agreements
Mainstream Energy Corporation 2009 Stock
Plan
Sunrun Inc. Amended and Restated
Executive Incentive Compensation Plan
Vivint Solar, Inc. 2014 Equity Incentive Plan
Form of Notice of Stock Option Grant and
Stock Option Agreement under the Vivint
Solar, Inc. 2014 Equity Incentive Plan
Form of Notice of Restricted Stock Unit
Grant and Restricted Stock Unit Agreement
under the Vivint Solar, Inc. 2014 Equity
Incentive Plan
V Solar Holdings, Inc. 2013 Omnibus
Incentive Plan
Form of Stock Option Agreement under the
V Solar Holdings, Inc. 2013 Omnibus
Incentive Plan
Sunrun Inc. Amended and Restated
Executive Incentive Compensation Plan
Key Employee Change in Control and
Severance Plan and Summary Plan
Description
124
Incorporated by Reference
Form
8-K
File No.
001-37511
Exhibit
2.1
Filing Date
7/10/2020
Filed
Herewith
10-Q
001-37511
3.1
9/15/2015
10-Q
001-37511
3.2
9/15/2015
8-K
001-37511
3.1
7/10/2020
S-1
333-205217
4.1
6/25/2015
S-1/A
333-205217
8-K
001-37511
4.4
4.1
7/22/2015
1/28/2021
8-K
001-7511
4.2
1/28/2021
S-1
333-205217
10.1
6/25/2015
X
S-1/A
333-205217
10.2
7/22/2015
10-Q
001-37511
10.1
8/9/2018
S-1
S-1
333-205217
333-205217
10.4
10.5
6/25/2015
6/25/2015
S-1
333-205217
10.6
6/25/2015
S-1
333-205217
10.7
6/25/2015
8-K
333-205217
10.1
2/4/2020
S-1
10-Q
333-198372
001-36642
9/8/2014
10.3
10.15 11/12/2014
10-Q
001-36642
10.16 11/12/2014
S-1
333-198372
10.2
8/26/2014
10-Q
001-36642
10.17 11/12/2014
8-K
001-37511
10.1
2/4/2020
10-Q
001-37511
10.1
11/7/2018
Incorporated by Reference
Form
S-1
File No.
333-205217
Exhibit
10.10
Filing Date
6/25/2015
Filed
Herewith
S-1
333-205217
10.11
6/25/2015
8-K
001-37511
10.20
4/23/2020
8-K
333-205217
10.1
12/6/2017
10-K
001-37511
10.14
2/27/2020
S-1
333-205217
10.15
6/25/2015
X
10-Q/A
001-37511
10.3
12/29/2017
10-K
001-37511
10.30
3/6/2018
10-Q
001-37511
10.2
5/9/2018
10-Q
001-37511
10.3
5/9/2018
10-Q
001-37511
10.3
11/7/2018
Exhibit
Number
10.16+
10.17+
Exhibit Description
Employment Letter between the Registrant
and Lynn Jurich, dated as of May 8, 2015
Employment Letter between the Registrant
and Edward Fenster, dated as of May 8,
2015
10.18+ Offer Letter between Tom vonReichbauer
and Sunrun Inc., dated as of April 17, 2020
10.19+
10.20+
Employment Letter between the Registrant
and Christopher Dawson, dated as of
November 13, 2017
Employment Letter between the Registrant
and Jeanna Steele, dated as of May 15,
2018
10.21+ Offer Letter between David Bywater and
10.22+
10.23¥
10.24¥
10.25¥
10.26
10.27¥
Sunrun Inc., dated as of July 6, 2020
Board Services Agreement between the
Registrant and Gerald Risk, dated as of
February 1, 2014
Credit Agreement among Sunrun Neptune
Portfolio 2016-A, LLC, as Borrower, Suntrust
Bank as Administrative Agent, ING Capital
LLC as LC Issuer, and The Lenders from
Time to Time Party Hereto dated as of May
9, 2017 and Exhibits
Credit Agreement among Sunrun Scorpio
Portfolio 2017-A, LLC, as Borrower, Keybank
National Association, as Administrative
Agent, Keybank National Association, as LC
Issuer, and The Lenders from Time to Time
Party Hereto dated as of October 20, 2017
and Exhibits
Second Amended and Restated Credit
Agreement among Sunrun Hera Portfolio
2015-A, LLC, Investec Bank PLC (as
administrative agent, issuing bank and as
lender), and each of the additional lenders
identified on the signature pages thereto,
dated January 15, 2016, amended and
restated as of June 23, 2017 and further
amended and restated as of March 27, 2018
First Amendment to Credit Agreement
among the Company, Sunrun Neptune
Portfolio 2016-A, LLC, SunTrust Bank (as
administrative agent and as lender), ING
Capital LLC (as issuer and as lender), and
each of the additional Lenders from time to
time party thereto, dated as of March 26,
2018
Consent and Second Amendment to Second
Amended and Restated Credit Agreement
and Fourth Amendment to Amended and
Restated Cash Diversion and Commitment
Fee Guaranty dated as of August 22, 2018,
among Sunrun Hera Portfolio 2015-A, LLC,
Sunrun Inc., Investec Bank Plc (as
administrative agent, issuing bank and as
lender) and each of the additional lenders
identified on the signature pages thereto
125
Incorporated by Reference
Form
10-Q
File No.
001-37511
Exhibit
10.4
Filing Date
11/7/2018
Filed
Herewith
10-K
001-37511
10.36
2/28/2019
10-K
001-37511
10.37
2/28/2019
10-Q
001-37511
10.1
5/8/2019
10-Q
001-37511
10.2
5/8/2019
10-Q
001-37511
10.1
8/7/2019
10-Q
001-37511
10.2
8/7/2019
10-K
001-37511
10.41
2/27/2020
10-K
001-37511
10.42
2/27/2020
Exhibit
Number
10.28
10.29¥
10.30¥
10.31^
10.32^
10.33^
10.34^
10.35^
10.36^
Exhibit Description
Consent and Third Amendment to Second
Amended and Restated Credit Agreement
and Sixth Amendment to Amended and
Restated Cash Diversion and Commitment
Fee Guaranty dated as of September 25,
2018 among Sunrun Hera Portfolio 2015-A,
LLC, Sunrun Inc,, Investec Bank Plc (as
administrative agent, issuing bank and as
lender) and each of the additional lenders
identified on the signature pages thereto
Indenture between Sunrun Athena Issuer
2018-1, LLC and Wells Fargo Bank, National
Association, dated as of December 20, 2018
Fourth Amendment to Second Amended and
Restated Credit Agreement among Sunrun
Hera Portfolio 2015-A, LLC, Investec Bank
Plc (as administrative agent and issuing
bank), and each of the additional Lenders
identified on the signature pages thereto,
dated as of November 30, 2018
Consent, Waiver and Fifth Amendment to
Second Amended and Restated Credit
Agreement and Sixth Amendment to
Amended and Restated Cash Diversion and
Commitment Fee Guaranty dated as of
February 28, 2019, among Sunrun Hera
Portfolio 2015-A, LLC, Sunrun Inc., Investec
Bank PLC and each of the additional lenders
identified on the signature pages thereto.
Sixth Amendment to Second Amended and
Restated Credit Agreement and Seventh
Amendment to Amended and Restated Cash
Division and Commitment Fee Guaranty
dated as of February 28, 2019, among
Sunrun Hera Portfolio 2015-A, LLC, Sunrun
Inc., Investec Bank PLC and each of the
additional lenders identified on the signature
pages thereto.
Indenture between Sunrun Xanadu Issuer
2019-1, LLC and Wells Fargo Bank, National
Association, dated as of June 6, 2019
First Amendment to Credit Agreement and
First Amendment to Cash Diversion
Guaranty dated as of June 28, 2019 among
Sunrun Scorpio Portfolio 2017-A, LLC, as
Borrower, Keybank National Association, as
Administrative Agent, Keybank National
Association, as LC Issuer, and each of the
additional lenders identified on the signature
page thereto
Indenture between Sunrun Atlas Issuer
2019-2, LLC and Wells Fargo Bank, National
Association, dated as of October 28, 2019
Amendment No. 7 to the Credit Agreement
among the Company, AEE Solar, Inc.,
Sunrun South LLC, Sunrun Installation
Services Inc., Clean Energy Experts, LLC,
KeyBank National Association (as
administrative agent and as lender), Silicon
Valley Bank (as collateral agent and as
lender), and each of the additional lenders
identified on the signature pages thereto,
dated as of November 12, 2019
126
Incorporated by Reference
Form
10-Q
File No.
001-37511
Exhibit
10.1
Filing Date
11/12/2019
Filed
Herewith
10-K
001-37511
10.44
2/27/2020
10-Q
001-36642
10.1
11/6/2019
10-K
001-36642
10.31
3/10/2020
10-Q
001-36642
10.1
8/5/2020
10-Q
001-36642
10.2
8/5/2020
10-Q
001-37511
10.8
11/5/2020
X
Exhibit
Number
10.37^
10.38^
10.39^
10.40^
10.41^
10.42^
10.43¥
10.44¥
Exhibit Description
Consent and Seventh Amendment to
Second Amended and Restated Credit
Agreement and Eighth Amendment to
Amended and Restated Cash Diversion and
Commitment Fee Guaranty dated as of
September 27, 2019, among Sunrun Hera
Portfolio 2015-A, Sunrun Inc., Investec Bank
Plc (as administrative agent, issuing bank
and as lender), and each of the additional
lenders identified on the signature pages
thereto
Consent and Eighth Amendment to Second
Amended and Restated Credit Agreement
and Ninth Amendment to Amended and
Restated Cash Diversion and Commitment
Fee Guaranty dated as of December 30,
2019, among Sunrun Hera Portfolio 2015-A,
the Company, Investec Bank Plc (as
administrative agent, issuing bank and as
lender), and each of the additional lenders
identified on the signature pages thereto
Credit Agreement, dated as of August 6,
2019, by and among Vivint Solar Financing
VI, LLC, Bank of America, N.A. and the other
parties named therein
Loan and Security Agreement, dated as of
December 18, 2019, by and among Vivint
Solar ABL, LLC, Bank of America, N.A. and
other parties named therein
Loan Agreement, dated as of May 27, 2020,
by and among Vivint Solar Financing
Holdings 2 Borrower, LLC, the lenders party
thereto and BID Administrator, LLC
Amendment to Credit Agreement, dated as
of May 29, 2020, by and among Vivint Solar
Financing VI, LLC, Bank of America, N.A.
and the other parties named therein
Amendment No. 1 to the Amended and
Restated Credit Agreement among the
Company, AEE Solar, Inc., Sunrun South
LLC, Sunrun Installation Services Inc., Clean
Energy Experts, LLC, KeyBank National
Association (as administrative agent and as
lender), Silicon Valley Bank (as collateral
agent and as lender), and each of the
additional lenders identified on the signature
pages thereto, dates as of July 28, 2020
Second Amended and Restated Credit
Agreement among the Company, AEE Solar,
Inc., Sunrun South LLC, Sunrun Installation
Services Inc., Clean Energy Experts, LLC,
each of the lenders party thereto, Silicon
Valley Bank (as collateral agent and lender)
and Keybank National Association (as
administrative agent and lender), dated as of
October 5, 2020, and as amended by
Amendment No. 1 to the Second Amended
and Restated Credit Agreement, dated as of
January 25, 2021
127
Incorporated by Reference
Form
File No.
Exhibit
Filing Date
Filed
Herewith
8-K
001-37511
10.1
7/30/2020
8-K
001-37511
10.1
1/28/2021
8-K
001-37511
10.2
1/28/2021
X
X
X
X
X
X
Exhibit
Number
10.45¥
10.46
10.47
10.48
21.1
23.1
31.1
31.2
32.1†
Exhibit Description
Consent and Tenth Amendment to Second
Amended and Restated Credit Agreement
and Tenth Amendment to Amended and
Restated Cash Diversion and Commitment
Fee Guaranty dated as of November 23,
2020, among Sunrun Hera Portfolio 2015-A,
the Company, Investec Bank Plc (as
administrative agent, issuing bank and as
lender), and each of the additional lenders
identified on the signature pages thereto
Subscription Agreement dated July 29, 2020,
between Sunrun Inc. and SK E&S Co., Ltd.
Purchase Agreement, dated January 25,
2021, by and among Sunrun Inc. Credit
Suisse Securities (USA) LLC and Morgan
Stanley & Co. LLC, as representatives of the
several initial purchasers named in Schedule
I thereto
Form of Capped Call Confirmation
List of subsidiaries of the Registrant
Consent of Independent Registered Public
Accounting Firm
Certification of Chief Executive Officer
pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
Certification of Chief Financial Officer
pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
101.INS XBRL Instance Document - the instance
document does not appear in the Interactive
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embedded within the In-line XBRL document
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Document
101.CAL XBRL Taxonomy Definition Linkbase
Document
101.DEF XBRL Taxonomy Calculation Linkbase
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101.LAB XBRL Taxonomy Labels Linkbase Document
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Document
Cover Page Interactive Data File - the cover
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128
†
+
¥
^
The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, 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
Annual Report on Form 10-K, irrespective of any general incorporation language contained in such
filing.
Indicates management contract or compensatory plan.
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.
Portions of this exhibit have been omitted from the exhibit because they are both not material and
would be competitively harmful if publicly disclosed.
129
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2021
Sunrun Inc.
By:
/s/ Lynn Jurich
Lynn Jurich
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been
signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
130
Date
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
February 25,
2021
Name
/s/ Lynn Jurich
Lynn Jurich
Title
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Thomas vonReichbauer Chief Financial Officer (Principal Financial Officer)
Thomas vonReichbauer
/s/ Michelle Philpot
Michelle Philpot
Chief Accounting Officer (Principal Accounting Officer)
/s/ Edward Fenster
Edward Fenster
Chairman and Director
/s/ Katherine August-deWilde Director
Katherine August-deWilde
/s/ David Bywater
Director
David Bywater
/s/ Leslie Dach
Leslie Dach
/s/ Alan Ferber
Alan Ferber
/s/ Mary Powell
Mary Powell
/s/ Gerald Risk
Gerald Risk
/s/ Ellen Smith
Ellen Smith
Director
Director
Director
Director
Director
131
225 Bush St., Suite 1400
San Francisco, CA 94104