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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Sunrun Inc.    RUN

SUNRUN INC.

(RUN)
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SUNRUN : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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08/10/2020 | 04:27pm EDT
The discussion in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q include, but are not
limited to, statements about:

•the potential effects of the COVID-19 pandemic on our business and operations,
results of operations and financial position;
•failure to satisfy the required conditions and otherwise complete our planned
acquisition of Vivint Solar, or Vivint Solar on a timely basis or at all;
•the expected benefits and potential value created by the proposed merger with
Vivint Solar for our stockholders, including the ownership percentage of our
stockholders in the combined organization immediately following the consummation
of the proposed merger;
•the inherent risks, costs and uncertainties associated with integrating the
businesses in the proposed merger with Vivint Solar successfully and risks of
not achieving all or any of the anticipated benefits of the proposed merger with
Vivint Solar, or the risk that the anticipated benefits of the proposed
acquisition may not be fully realized or take longer to realize than expected;
•the amount of any costs, fees, expenses, impairments and charges related to the
relating to the proposed 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;
                                       34
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•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;
•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 Quarterly Report on Form 10-Q. 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 Quarterly Report on
Form 10-Q 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 Quarterly
Report on Form 10-Q to conform these statements to actual results or to changes
in our expectations, except as required by law.
You should read this Quarterly Report on Form 10-Q and the documents that we
reference in this Quarterly Report on Form 10-Q and have filed with the
Securities and Exchange Commission (the "SEC") as exhibits to this Quarterly
Report on Form 10-Q with the understanding that our actual future results,
levels of activity, performance, and events and circumstances may be materially
different from what we expect.

Overview


    Sunrun's 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.

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    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-year initial term. In certain markets, we offer a 25-year initial term
service offering. 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.
    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 of June 30, 2020, we operated the second largest fleet of
residential solar energy systems in the United States. We have an aggregate
of 2,163 Megawatts Deployed as of June 30, 2020, and our Gross Earning Assets as
of June 30, 2020 were approximately $3.9 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 Megawatts Deployed 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.
Recent 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.
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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 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 will
position us well to realize sustaining reductions in customer acquisition costs.
We have taken actions to mitigate the negative impacts of COVID-19, including,
but not limited to, cost reduction initiatives such as decreasing a portion of
our workforce through furloughs and layoffs, salary reductions, and temporarily
closing warehouses and sales offices. However, these efforts may not prove to be
sufficient given the present uncertainties about the duration and severity of
the COVID-19 pandemic.
A significant portion of our business model is directly variable with
deployments currently sold and built by our channel partners. In the remainder
of our business, we have already taken actions to significantly lower our
expenses, primarily from various labor-related cost actions, which we believe
strike an appropriate balance that considers the welfare of our employees,
protecting the business against possible downside scenarios, and preserving our
ability to grow quickly as the situation stabilizes.
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 additional actions that we determine are
necessary in order to mitigate these impacts.
Proposed Acquisition of Vivint Solar, Inc.

Agreement and Plan of Merger
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. Pursuant to the Merger
Agreement, we will acquire Vivint Solar in an all-stock transaction. Each share
of Vivint Solar common stock issued and outstanding immediately prior to the
effective time of the merger will be converted automatically into the right to
receive 0.55 shares of our common stock, representing a combined enterprise
value of $9.2 billion based on the closing price of our shares of common stock
on July 6, 2020. Vivint Solar stockholders are expected to own approximately 36%
and our stockholders are expected to own approximately 64% of the fully diluted
shares of the combined company. The exchange ratio implies a 10% premium for
Vivint Solar shares based on closing prices on July 6, 2020, and a 15% premium
to the exchange ratio implied by the three-month volume weighted average price
of Vivint Solar and our shares.
The acquisition of Vivint Solar is expected to be completed during the fourth
quarter of 2020, subject to approval by Vivint Solar and Sunrun stockholders,
regulatory approvals and other customary closing conditions.

Support Agreements
Simultaneously with the execution of the Merger Agreement, Sunrun and 313
Acquisition LLC, an affiliate of The Blackstone Group Inc. ("313 Acquisition"),
have entered into a support agreement (the "Vivint Solar Support Agreement"),
pursuant to which 313 Acquisition agreed, among other things, to vote its shares
of Vivint Solar Common Stock in favor of the adoption of the Merger Agreement
and against any alternative proposal. 313 Acquisition also agreed not to
transfer any shares of Vivint Solar Common Stock, subject to certain exceptions
including for certain permitted transfers from and after the date of Vivint
Solar's stockholder meeting, or any adjournment or postponement thereof, in each
case, at which a vote in favor of the merger is obtained.
Also simultaneously with the execution of the Merger Agreement, Tiger Global
Investments, L.P. and Tiger Global Long Opportunities Master Fund, L.P.
(collectively, "Tiger Global") and Vivint Solar have entered into a support
agreement (the "Sunrun Support Agreement"), pursuant to which Tiger Global
agreed, among other things, to vote its shares of Sunrun Common Stock in favor
of the approval of the issuance of shares of Sunrun Common Stock pursuant to the
Merger Agreement and against any alternative proposal. Tiger Global also agreed
not to transfer any shares of Sunrun Common Stock currently held by it until the
conclusion of Sunrun's duly convened stockholder meeting, or at any adjournment
or postponement thereof, in each case, at which a vote on the issuance of Sunrun
Common Stock in connection with the merger is taken.
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Registration Rights Agreement
Simultaneously with the execution of the Merger Agreement and to be effective as
of the Effective Time, Sunrun, 313 Acquisition, Blackstone VNT Co-Invest L.P.,
Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership
VI-ESC L.P., Blackstone Family Investment Partnership VI L.P., Summit Partners
Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B,
L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and Todd R.
Pedersen (collectively, the "Holders" and each, a "Holder") have entered into a
registration rights agreement (the "Registration Rights Agreement"), pursuant to
which the Holders agreed, among other things, that if Sunrun registers its
securities for public sale or sale pursuant to the exercise of any demand
rights, Sunrun will, at the request of a Holder, include such shares of Sunrun
Common Stock held by such Holder in the registration. The Holders have also
agreed to lock up 50% of the shares of Sunrun Common Stock obtained as a result
of the Merger for 60 days following Closing and the remaining 50% for 120 days
following Closing, subject to certain exceptions.

Private Placement


On July 29, 2020, Sunrun entered into a Subscription Agreement (the
"Subscription Agreement") with SK E&S Co., Ltd., a corporation organized under
the laws of the Republic of Korea ("SK"), an aggregate of 2,074,688 shares of
its common stock, par value $0.0001 per share (the "Shares"), at a price per
share of $36.15, for a purchase price of approximately $75.0 million. Sunrun's
sale and issuance of the shares to SK will occur on a date to be determined
during the week of August 10, 2020. The private placement is made concurrently
with an agreement between Sunrun and SK E&S and other affiliated companies to
co-invest in a new venture focusing on home electrification. The electrification
venture will have a contribution of $150.0 million, with SK E&S and other
affiliated companies investing $75.0million in cash and Sunrun investing $65.0
million in cash and contributing advisory services valued at $10.0 million. Each
entity will have equal ownership of the venture.


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 June 30, 2020, we had 34 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.
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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.
The table below provides an overview of our current investment funds (dollars in
millions):
                                                                                            Consolidated Joint Ventures
                                                    Pass-Through Financing
                                                          Obligations                Partnership Flip           JV Inverted Lease
Consolidation                                       Owner entity                  Single entity,               Owner and tenant
                                                    consolidated, tenant          consolidated                 entities
                                                    entity not consolidated                                    consolidated
Balance sheet classification                        Pass-through financing        Redeemable                   Redeemable
                                                    obligation                    noncontrolling               noncontrolling
                                                                                  interests and                interests and
                                                                                  noncontrolling               noncontrolling
                                                                                  interests                    interests
Revenue from Commercial ITCs                        Recognized on the             None                         None
                                                    permission to operate
                                                    ("PTO") date
Method of calculating investor interest             Effective interest rate       Greater of HLBV or           Greater of HLBV or
                                                    method                        redemption value             redemption value;
                                                                                                               or pro rata
Liability balance as of June 30, 2020               $              337.6                             N/A                       N/A
Noncontrolling interest balance (redeemable                             N/A       $         768.7              $           35.3

or otherwise) as of June 30, 2020




For further information regarding our investment funds, including the associated
risks, see Part II, 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", as well as Note 10, Pass-through Financing Obligations,
Note 11, VIE Arrangements and Note 12, Redeemable Noncontrolling Interests and
Equity to our consolidated financial statements appearing elsewhere in this
Quarterly Report on Form 10-Q.

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 Quarterly Report on Form 10-Q 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.

                                       39
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•Megawatts Deployed 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.

•Gross Earning Assets represents the net cash flows (discounted at 6%) we expect
to receive during the initial term of our Customer Agreements (typically 20 or
25 years) for systems that have been deployed as of the measurement date, plus a
discounted estimate of the value of the Customer Agreement renewal term or solar
energy system purchase at the end of the initial term. Consistent with industry
standards, we use a discount rate of 6%. We consider a discount rate of 6% to be
appropriate and consistent with recent market transactions that demonstrate that
a portfolio of residential solar customer contracts is an asset class that can
be securitized successfully on a long-term basis, with a coupon of less than 5%.
We calculate the Gross Earning Assets value of the purchase or renewal amount at
the expiration of the initial contract term assuming either a system purchase or
a five year renewal (for our 25-year Customer Agreements) or a 10-year renewal
(for our 20-year Customer Agreements), in each case forecasting only a 30-year
customer relationship (although the customer may renew for additional years, or
thereafter 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 (generally 20 or 25 year) 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 power prices.

Gross Earning Assets is calculated net of estimated cash distributions to
investors in consolidated joint ventures and estimated operating, maintenance
and administrative expenses for systems deployed as of the measurement date. In
calculating Gross Earning Assets, we deduct estimated cash distributions to our
project equity financing providers. In calculating Gross Earning Assets, we do
not deduct customer payments we are obligated to pass through to investors in
pass-through financing obligations as these amounts are reflected on our balance
sheet as long-term and short-term pass-through financing obligations, similar to
the way that debt obligations are presented. In determining our finance
strategy, we use pass-through financing obligations and long-term debt in an
equivalent fashion as the schedule of payments of distributions to pass-through
financing obligation investors is more similar to the payment of interest to
lenders than the internal rates of return (IRRs) paid to investors in other tax
equity structures.

•Gross Earning Assets Under Energy Contract represents the net cash flows during
the initial term of our Customer Agreements (less substantially all value from
SRECs prior to July 1, 2015), for systems deployed as of the measurement date.

•Gross Earning Assets Value of Purchase or Renewal is the forecasted net present
value we would receive upon or following the expiration of the initial Customer
Agreement term (either in the form of cash payments during any applicable
renewal period or a system purchase at the end of the initial term), for systems
deployed as of the measurement date.

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.

                                                        As of June 30,
                                                     2020             2019
Cumulative Megawatts Deployed (end of period)       2,163             1,763



                                       40
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                                                                As of June 30,
                                                            2020              2019

                                                                (in thousands)
Gross Earning Assets Under Energy Contract             $ 2,667,498       $ 

2,252,118

Gross Earning Assets Value of Purchase or Renewal 1,224,664 1,060,236 Gross Earning Assets

                                   $ 3,892,162$ 3,312,354

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 Under Energy Contract:

                                                   As of June 30, 2020
                                                      Discount rate
Default rate            4%                5%                6%                7%                8%

                                                      (in thousands)
5%                $ 3,056,653$ 2,810,374$ 2,594,277$ 2,403,958$ 2,235,731
0%                $ 3,147,759$ 2,891,899$ 2,667,499$ 2,469,956$ 2,295,425

Gross Earning Assets Value of Purchase or Renewal:

                                                                             As of June 30, 2020
                                                                                Discount rate
Purchase or Renewal rate                     4%                   5%                   6%                   7%                  8%

                                                                                (in thousands)
80%                                    $ 1,595,964$ 1,302,796$ 1,067,241$   877,307$ 723,627
90%                                    $ 1,831,336$ 1,494,950$ 1,224,664$ 1,006,720$ 830,372
100%                                   $ 2,066,707$ 1,687,105$ 1,382,086$ 1,136,132$ 937,116



Total Gross Earning Assets:
                                                                              As of June 30, 2020
                                                                                 Discount rate
Purchase or Renewal rate                     4%                   5%                   6%                   7%                   8%

                                                                                 (in thousands)
80%                                    $ 4,743,723$ 4,194,695$ 3,734,739$ 3,347,263$ 3,019,052
90%                                    $ 4,979,094$ 4,386,850$ 3,892,162$ 3,476,676$ 3,125,797
100%                                   $ 5,214,466$ 4,579,004$ 4,049,585$ 3,606,088$ 3,232,541

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 Quarterly Report on Form 10-Q.
                                       41
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    We believe that policies associated with our principles of consolidation,
revenue recognition, impairment of long-lived assets, provision for income taxes
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.

                                       42
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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 Quarterly Report on Form 10-Q.
                                                                                                                 Six Months Ended June
                                                  Three Months Ended June 30,                                             30,
                                                  2020                    2019                  2020                   2019

                                                                    (in thousands, except per share data)
Revenue:
Customer agreements and incentives         $      106,095$      92,439$   205,219$     192,289
Solar energy systems and product
sales                                              75,199                 112,156              186,806                206,810
Total revenue                                     181,294                 204,595              392,025                399,099
Operating expenses:
Cost of customer agreements and
incentives                                         83,422                  70,594              161,699                140,087
Cost of solar energy systems and
product sales                                      63,746                  86,348              155,344                164,147
Sales and marketing                                69,701                  70,038              139,971                125,991
Research and development                            4,971                   6,555                9,017                 12,029
General and administrative                         41,756                  33,044               69,830                 62,107
Amortization of intangible assets                   1,167                     814                2,650                  1,707
Total operating expenses                          264,763                 267,393              538,511                506,068
Loss from operations                              (83,469)                (62,798)            (146,486)              (106,969)
Interest expense, net                              50,721                  42,309              100,645                 83,649
Other expenses, net                                   148                   1,388                   98                  6,144
Loss before income taxes                         (134,338)               (106,495)            (247,229)              (196,762)
Income tax expense (benefit)                          211                  (1,910)              (3,131)                (5,271)
Net loss                                         (134,549)               (104,585)            (244,098)              (191,491)
Net loss attributable to
noncontrolling interests and
redeemable noncontrolling interests              (120,987)               (103,292)            (202,577)              (176,336)
Net loss attributable to common
stockholders                               $      (13,562)$      (1,293)$   (41,521)$     (15,155)
Net loss per share attributable to
common stockholders
Basic                                      $        (0.11)$       (0.01)$     (0.35)$       (0.13)
Diluted                                    $        (0.11)$       (0.01)$     (0.35)$       (0.13)
Weighted average shares used to
compute loss per share attributable
to common stockholders
Basic                                             120,279                 115,765              120,201                114,843
Diluted                                           120,279                 115,765              120,201                114,843



                                       43
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Comparison of the Three Months Ended June 30, 2020 and 2019
Revenue
                                                 Three Months Ended June 30,                                       Change
                                                 2020                   2019                  $                   %

                                                                 (in thousands)
Customer agreements                        $      98,525$     85,277$  13,248                   16  %
Incentives                                         7,570                  7,162                408                    6  %
Customer agreements and incentives               106,095                 92,439             13,656                   15  %

Solar energy systems                              44,579                 66,569            (21,990)                 (33) %
Products                                          30,620                 45,587            (14,967)                 (33) %
Solar energy systems and product
sales                                             75,199                112,156            (36,957)                 (33) %
Total revenue                              $     181,294$    204,595$ (23,301)                 (11) %


Customer Agreements and Incentives. The $13.2 million increase in revenue from
Customer Agreements was primarily due to both an increase in solar energy
systems under Customer Agreements being placed in service in the period from
July 1, 2019 through June 30, 2020, plus a full quarter of revenue recognized in
the second quarter of 2020 for systems placed in service in the second quarter
of 2019 versus only a partial quarter of such revenue related to the period in
which the assets were in service in 2019. Revenue from incentives primarily
consists of sales of SRECs, which increased by $0.4 million during the three
months ended June 30, 2020, compared to the prior year as a result of an
increase in SREC deliveries from the prior year.
Solar Energy Systems and Product Sales. Revenue from solar energy systems sales
decreased by $22.0 million compared to the prior year due to decreased demand
through retail partners. Product sales decreased by $15.0 million, 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.
Operating Expenses
                                                        Three Months Ended June 30,                                      Change
                                                        2020                   2019                  $                  %

                                                              (in thousands)
Cost of customer agreements and incentives        $      83,422$     70,594$ 12,828                   18  %
Cost of solar energy systems and product
sales                                                    63,746                 86,348           (22,602)                 (26) %
Sales and marketing                                      69,701                 70,038              (337)                   -  %
Research and development                                  4,971                  6,555            (1,584)                 (24) %
General and administrative                               41,756                 33,044             8,712                   26  %
Amortization of intangible assets                         1,167                    814               353                   43  %
Total operating expenses                          $     264,763$    267,393$ (2,630)                  (1) %


Cost of Customer Agreements and Incentives. The $12.8 million increase in Cost
of customer agreements and incentives was primarily due to the increase in solar
energy systems placed in service in the period from July 1, 2019 through
June 30, 2020, plus a full quarter of costs recognized in the second quarter of
2020 for systems placed in service in the second quarter of 2019 versus only a
partial quarter of such expenses related to the period in which the assets were
in service in 2019.
The Cost of customer agreements and incentives increased to 79% of revenue from
customer agreements and incentives during the three months ended June 30, 2020,
from 76% during the three months ended June 30, 2019.
                                       44
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Cost of Solar Energy Systems and Product Sales. The $22.6 million decrease in
Cost of solar energy systems and product sales was due to the corresponding net
decrease in the solar energy systems and product sales discussed above.
Sales and Marketing Expense. The $0.3 million decrease in Sales and marketing
expense was a result of a decrease in headcount driving lower employee
compensation. This decrease was partially offset by $7.0 million in
non-recurring and restructuring costs incurred in the three months ended
June 30, 2020. Included in sales and marketing expense is $3.5 million and $2.9
million of amortization of costs to obtain Customer Agreements for the three
months ended June 30, 2020 and 2019, respectively.
Research and Development Expense. The $1.6 million decrease in Research and
development expense was primarily attributable to a lower consulting fees, as
well as a slight decrease in headcount resulting in lower employee compensation.
General and Administrative Expense. The $8.7 million increase in General and
administrative expenses was primarily attributable to a $6.7 million legal
settlement accrual and other non-recurring and restructuring costs of $3.2
million, partially offset by a decrease in consulting costs.
Non-Operating Expenses
                                  Three Months Ended June 30,                              Change
                                 2020                       2019             $            %

                                                (in thousands)
Interest expense, net      $      50,721$ 42,309$  8,412          20  %
Other expenses, net        $         148                 $  1,388$ (1,240)        (89) %



Interest Expense, net. The increase in Interest expense, net of $8.4 million was
related to additional non-recourse and pass-through financing obligation debt
entered into subsequent to June 30, 2019. Included in net interest expense is
$6.2 million and $7.4 million of non-cash interest recognized under Customer
Agreements that have a significant financing component for the three months
ended June 30, 2020 and 2019, respectively.

Other Expenses, net. The decrease in Other expenses, net of $1.2 million relates
primarily to a loss from the early extinguishment of certain non-recourse debt
in 2019, with no such comparable activity in the three months ended June 30,
2020.
Income Tax Expense (Benefit)
                                         Three Months Ended June 30,                             Change
                                       2020                        2019            $            %

                                                      (in thousands)
Income tax expense (benefit)      $      211$ (1,910)$ 2,121        (111) %



The tax benefit at the statutory rate of 21.0% for 2020 was reduced by the
allocation of losses to noncontrolling interests and redeemable noncontrolling
interests of 18.8%, and increase in valuation allowance of 3.5% and increased by
other benefits of 1.1%. The tax benefit at the statutory rate of 21.0% for 2019
was reduced by the allocation of the losses to noncontrolling interests and
redeemable noncontrolling interests of 20.4%, and increase in valuation
allowance of 4.3% and offset by tax deductions from other miscellaneous items of
5.5%.
                                       45
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Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling
Interests
                                                        Three Months Ended June 30,                                        Change
                                                         2020                   2019                  $                   %

                                                                        (in thousands)
Net loss attributable to noncontrolling
interests and redeemable noncontrolling
interests                                         $     (120,987)$   (103,292)$ (17,695)                  17  %



The increase in net loss attributable to noncontrolling interests and redeemable
noncontrolling interests of $17.7 million was primarily a result of the addition
of four investment funds since June 30, 2019, as well as the HLBV method used in
determining the amount of net loss attributable to noncontrolling interests and
redeemable noncontrolling interests, which generally allocates more loss to the
noncontrolling interest in the first several years after fund formation.

Comparison of the Six Months Ended June 30, 2020 and 2019
Revenue
                                                    Six Months Ended June 30,                                         Change
                                                 2020                       2019                  $                  %

                                                                  (in thousands)
Customer agreements                        $     192,778$    163,805$ 28,973                   18  %
Incentives                                        12,441                     28,484           (16,043)                 (56) %
Customer agreements and incentives               205,219                    192,289            12,930                    7  %

Solar energy systems                             115,856                    125,005            (9,149)                  (7) %
Products                                          70,950                     81,805           (10,855)                 (13) %
Solar energy systems and product
sales                                            186,806                    206,810           (20,004)                 (10) %
Total revenue                              $     392,025$    399,099$ (7,074)                  (2) %


Customer Agreements and Incentives. The $29.0 million increase in revenue from
Customer Agreements was primarily due to both an increase in solar energy
systems under Customer Agreements being placed in service in the period from
July 1, 2019 through June 30, 2020, plus a full half year of revenue recognized
in 2020 for systems placed in service in the first half of 2019 versus only a
partial first half of such revenue related to the period in which the assets
were in service in 2019. Revenue from incentives consists of sales of Commercial
ITCs and SRECs, which decreased by $16.0 million during the six months ended
June 30, 2020, compared to the prior year. The decrease was 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 $9.1 million compared to the prior year due to decreased demand
through retail partners. Product sales decreased by $10.9 million, 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.
                                       46
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Operating Expenses
                                                           Six Months Ended June 30,                                         Change
                                                        2020                       2019                  $                  %

                                                                         (in thousands)
Cost of customer agreements and incentives        $     161,699$    140,087$ 21,612                   15  %
Cost of solar energy systems and product
sales                                                   155,344                    164,147            (8,803)                  (5) %
Sales and marketing                                     139,971                    125,991            13,980                   11  %
Research and development                                  9,017                     12,029            (3,012)                 (25) %
General and administrative                               69,830                     62,107             7,723                   12  %
Amortization of intangible assets                         2,650                      1,707               943                   55  %
Total operating expenses                          $     538,511$    506,068$ 32,443                    6  %


Cost of Customer Agreements and Incentives. The $21.6 million increase in Cost
of customer agreements and incentives was primarily due to the increase in solar
energy systems placed in service in the period from July 1, 2019 through
June 30, 2020, plus a full half year of costs recognized in 2020 for systems
placed in service in the first half of 2019 versus only a partial first half of
such expenses related to the period in which the assets were in service in 2019.
The cost of Customer Agreements and incentives increased to 79% of revenue from
customer agreements and incentives during the six months ended June 30, 2020,
from 73% during the six months ended June 30, 2019 due to the $16.0 million
decrease in revenue from incentives, as discussed above. The cost of sales
related to incentives was minimal.
Cost of Solar Energy Systems and Product Sales. The $8.8 million decrease in
Cost of solar energy systems and product sales was due to the corresponding net
decrease in the solar energy systems and product sales discussed above.
Sales and Marketing Expense. The $14.0 million increase in Sales and marketing
expense was primarily attributable to $8.0 million in non-recurring and
restructuring costs incurred during the six months ended June 30, 2020, as well
as an increase in costs to acquire customers through our retail channels and
sales lead generating partners, partially offset by a decrease in headcount
driving lower compensation. Included in sales and marketing expense is $6.9
million and $5.5 million of amortization of costs to obtain Customer Agreements
for the six months ended June 30, 2020 and 2019, respectively.
Research and Development Expense. The $3.0 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.
General and Administrative Expense. The $7.7 million increase in General and
administrative expenses was primarily attributable to a $6.7 million legal
settlement accrual, as well as $3.4 million in non-recurring and restructuring
costs incurred during the six months ended June 30, 2020, partially offset by a
decrease in consulting costs.
Non-Operating Expenses
                                 Six Months Ended June 30,                              Change
                                 2020                    2019             $            %

                                              (in thousands)
Interest expense, net      $     100,645$ 83,649$ 16,996          20  %
Other expenses, net        $          98              $  6,144$ (6,046)        (98) %



                                       47
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Interest Expense, net. The increase in Interest expense, net of $17.0 million
was related to additional non-recourse and pass-through financing obligation
debt entered into subsequent to June 30, 2019. Included in net interest expense
is $12.3 million and $13.4 million of non-cash interest recognized under
Customer Agreements that have a significant financing component for the six
months ended June 30, 2020 and 2019, respectively.

Other Expenses, net. The decrease in Other expenses, net of $6.0 million relates
primarily to losses on extinguishment of debt related to an early repayment of
pass-through financing obligation in 2019, with no such comparable activity in
the six months ended June 30, 2020.
Income Tax Expense
                              Six Months Ended June 30,                             Change
                              2020                    2019            $            %

                                           (in thousands)
Income tax benefit      $     (3,131)$ (5,271)$ 2,140         (41) %



The tax benefit at the statutory rate of 21.0% for 2020 was reduced by the
allocation of losses to noncontrolling interests and redeemable noncontrolling
interests of 17.1%, and increase in valuation allowance of 4.8% and increased by
other benefits of 2.2%. The tax benefit at the statutory rate of 21.0% for 2019
was reduced by the allocation of the losses to noncontrolling interests and
redeemable noncontrolling interests of 18.8%, and increase in valuation
allowance of 5.1% and offset by tax deductions from other miscellaneous items of
5.6%.
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling
Interests
                                                        Six Months Ended June 30,                                        Change
                                                        2020                  2019                  $                   %

                                                                       (in thousands)
Net loss attributable to noncontrolling
interests and redeemable noncontrolling
interests                                         $    (202,577)$   (176,336)$ (26,241)                  15  %



The increase in net loss attributable to noncontrolling interests and redeemable
noncontrolling interests of $26.2 million was primarily a result of the addition
of four investment funds since June 30, 2019, as well as the HLBV method used in
determining the amount of net loss attributable to noncontrolling interests and
redeemable noncontrolling interests, which generally allocates more loss to the
noncontrolling interest in the first several years after fund formation.

Liquidity and Capital Resources


    As of June 30, 2020, we had cash of $269.6 million, which consisted of cash
held in checking and savings accounts with financial institutions. We finance
our operations mainly through a variety of financing fund arrangements that we
have formed with fund investors, borrowings, cash generated from our sources of
revenue, and proceeds from secured credit facilities arrangements with a
syndicate of banks for up to $265.3 million and from secured, long-term
non-recourse loan arrangements for up to $199.0 million. 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.

                                       48
--------------------------------------------------------------------------------

    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. In connection with our cost reduction measures
discussed above implemented in response to COVID-19, 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:

                                                   Six Months Ended June 30,
                                                     2020               2019

                                                        (in thousands)
Consolidated cash flow data:
Net cash used in operating activities          $    (152,253)$ (56,615)
Net cash used in investing activities               (364,417)        

(402,380)

Net cash provided by financing activities            507,673          

508,463

Net change in cash and restricted cash $ (8,997)$ 49,468



Operating Activities
During the six months ended June 30, 2020, we used $152.3 million in net cash
from operating activities. The driver of our operating cash outflow consists of
the cost of our revenue, as well as sales, marketing and general and
administrative costs. During the six months ended June 30, 2020, our operating
cash outflows were $102.1 million from our net loss excluding non-cash and
non-operating items. Changes in working capital resulted in a net cash outflow
of $50.2 million.

During the six months ended June 30, 2019, we used $56.6 million in net cash
from operating activities. The driver of our operating cash outflow consists of
the cost of our revenue, as well as sales, marketing and general and
administrative costs. During the six months ended June 30, 2019, deferred
revenue increased by $95.5 million arising from a 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, we repaid debt previously drawn against the rights to
these SRECs, which is reflected in our financing activities below. During the
six months ended June 30, 2019, our operating cash outflows were $95.8 million
from our net loss excluding non-cash and non-operating items. Changes in working
capital resulted in a net cash inflow of $39.2 million.
Investing Activities
During the six months ended June 30, 2020, we used $364.4 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 the six months ended June 30, 2019, we used $402.4 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 the six months ended June 30, 2020, we generated $507.7 million from
financing activities. This was primarily driven by $338.7 million in net
proceeds from fund investors and $156.9 million in net proceeds from debt,
offset by $5.5 million in repayments under finance lease obligations.
During the six months ended June 30, 2019, we generated $508.5 million from
financing activities. This was primarily driven by $287.8 million in net
proceeds from fund investors and $212.3 million in net proceeds from debt, net
of debt issuance costs and repayments, offset by $6.4 million in payments for
finance lease obligations.
                                       49
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Debt and Investing Fund Commitments
As of June 30, 2020, we had committed and available capital of approximately
$292.7 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. For
a discussion of the terms and conditions of debt instruments and changes thereof
in the period, refer to Note 8, Indebtedness, to our consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q.

Contractual Obligations and Other Commitments
The following table summarizes our contractual obligations as of June 30, 2020
(in thousands):
                                                                                             Payments Due by Period
                                                  Less Than 1 Year         1 to 3 Years          3 to 5 Years          More Than 5 Years             Total

                                                                                                 (in thousands)
Contractual Obligations:
Debt obligations (including future
interest)                                        $       227,299$    871,107$    762,118$       1,362,623$ 3,223,147
Purchase commitments                                      30,639                77,850                     -                          -              108,489
Distributions payable to noncontrolling
interests and redeemable noncontrolling
interests (1)                                             17,751                     -                     -                          -               

17,751

Financing lease obligations (including
accrued interest)                                          8,574                 8,695                   150                          -               

17,419

Operating lease obligations, net of
sublease income                                           11,935                19,667                10,065                      6,640               

48,307

Total contractual obligations                    $       296,198$    977,319$    772,333$       1,369,263$ 3,415,113

(1) The foregoing table does not include the amounts we could be required to expend under our redemption obligations discussed above.


Off-Balance Sheet Arrangements
We include in our consolidated financial statements all assets and liabilities
and results of operations of investment fund arrangements that we have entered
into. We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

                                       50

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