Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

v3.19.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Letters of Credit
As of September 30, 2019 and December 31, 2018, the Company had $10.7 million and $9.7 million, respectively, of unused letters of credit outstanding, which carry fees of 2.13% - 3.25% per annum and 2.50% - 3.25% per annum, respectively.
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):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Finance lease cost:
 
 
 
 
 
 
 
 
Amortization of right-of-use assets
 
$
3,647

 
$
3,126

 
$
10,879

 
$
8,483

Interest on lease liabilities
 
600

 
167

 
1,272

 
414

Operating lease cost
 
3,438

 
2,616

 
9,937

 
7,749

Short-term lease cost
 
115

 
228

 
1,260

 
583

Variable lease cost
 
854

 
947

 
2,750

 
2,454

Sublease income
 
(99
)
 
(156
)
 
(448
)
 
(381
)
Total lease cost
 
$
8,555

 
$
6,928

 
$
25,650

 
$
19,302

Other information related to leases was as follows (in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Cash paid for amounts included in the measurement of lease liabilities
 
 
 
 
 
 
 
 
Operating cash flows from operating leases
 
$
8,564

 
$
2,771

 
$
14,099

 
$
8,026

Operating cash flows from finance leases
 
732

 
123

 
1,171

 
327

Financing cash flows from finance leases
 
4,004

 
2,308

 
10,449

 
6,390

Right-of-use assets obtained in exchange for lease obligations:
 
 
 
 
 
 
 
 
Operating leases
 
6,000

 
1,322

 
26,150

 
1,414

Finance leases
 
4,453

 
4,997

 
17,390

 
9,139

Weighted average remaining lease term (years):
 
 
 
 
 
 
 
 
Operating leases
 
5.26

 
3.51

 
5.26

 
3.51

Finance leases
 
3.08

 
2.59

 
3.08

 
2.59

Weighted average discount rate:
 
 
 
 
 
 
 
 
Operating leases
 
5.2
%
 
4.2
%
 
5.2
%
 
4.2
%
Finance leases
 
4.2
%
 
4.0
%
 
4.2
%
 
4.0
%

Future minimum lease payments under non-cancellable leases as of September 30, 2019 were as follows (in thousands):
 
 
Operating Leases
 
Sublease Income
 
Net Operating Leases
 
Finance Leases
2019
 
$
12,220

 
$
784

 
$
11,436

 
$
11,938

2020
 
11,828

 
712

 
11,116

 
8,163

2021
 
9,825

 
125

 
9,700

 
5,410

2022
 
8,826

 

 
8,826

 
1,834

2023
 
5,816

 

 
5,816

 
51

Thereafter
 
8,667

 

 
8,667

 
12

Total future lease payments
 
57,182

 
1,621

 
55,561

 
27,408

Less: Amount representing interest
 
6,854

 

 
6,854

 
1,434

Present value of future payments
 
50,328

 
1,621

 
48,707

 
25,974

Less: Short term leases not recorded as a liability
 
3,692

 

 
3,692

 

Less: Tenant incentives
 
662

 

 
662

 

Net present value of future payments
 
45,974

 
1,621

 
44,353

 
25,974

Less: Current portion
 
10,105

 

 
10,105

 
11,152

Long-term portion
 
$
35,869

 
$
1,621

 
$
34,248

 
$
14,822


During the nine months ended September 30, 2019, the Company entered into two non-cancellable operating lease agreements for corporate office space in San Francisco, California and Denver, Colorado for the next five and seven years, respectively, to replace existing office space whose lease terms expire in 2019.
Purchase Commitment
The Company entered into commitments, which have the ability to be canceled without significant penalties, with multiple suppliers to purchase $143.9 million of photovoltaic modules and inverters by the end of 2019.
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.
ITC and Cash Grant 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 ITCs or U.S. Treasury grants. 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. The Company believes that this obligation is not probable based on the facts known as of the filing date of this Quarterly Report on Form 10-Q. 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 ITCs that are passed-through to, and claimed by, the Fund investors. Since the Company cannot determine how the IRS may evaluate system values used in claiming ITCs, the Company is unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date, though any potential future payments are mitigated by the insurance policy. 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 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 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 June 29, 2017, a shareholder derivative complaint captioned Barbara Sue Sklar Living Trust v. Sunrun Inc. et al., was filed in the United States District Court, Northern District of California, against the Company and certain of the Company’s directors and officers. The complaint generally alleges that the defendants violated Section 14(a) of the Exchange Act by making false or misleading statements in connection with public filings, including proxy statements, made between September 10, 2015 and May 3, 2017 regarding the number of customers who cancelled contracts after signing up for the Company’s home solar energy system. The Plaintiff seeks, among other things, damages in favor of the Company, certain corporate actions to purportedly improve the Company’s corporate governance, and an award of costs and expenses to the putative plaintiff stockholder, including attorneys’ fees.
On April 5, 2018, a stockholder derivative complaint captioned Leonard Olsen v. Sunrun Inc. et al., was filed in the United States District Court, District of Delaware, against the Company and certain of the Company’s directors and officers. The Olsen complaint is substantially similar to the Sklar complaint, alleges that the
defendants breached their fiduciary duties and violated Section 14(a) of the Exchange Act in connection with public statements made between September 16, 2015 and May 21, 2017, and seeks similar relief.

On January 28, 2019, the Company reached an agreement in principle to settle all claims asserted in the Sklar and Olsen derivative actions against all defendants, and on September 16, 2019, the Court granted preliminary approval of the proposed settlement. Under the terms of the proposed settlement, the Company agreed to adopt certain corporate governance measures in the future. The Company and all defendants have denied, and continue to deny, the claims alleged in the derivative actions and the settlement does not reflect any admission of fault, wrongdoing or liability as to any defendant. The settlement is subject to definitive documentation and court approval.