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VIVINT SOLAR, INC. (Exact Name of Registrant As Specified in Its Charter)

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VIVINT SOLAR, INC. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36642 VIVINT SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 45-5605880 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1800 West Ashton Blvd. Lehi, UT 84043 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (877) 404-4129 Securities registered pursuant to Section 12(b) of the Act: Trading Title of each class Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share VSLR New York Stock Exchange 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 1, 2020, the registrant had 124,670,197 shares of common stock, $0.01 par value per share, outstanding. Vivint Solar, Inc. Quarterly Report on Form 10-Q TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 2 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Comprehensive Loss 4 Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosure About Market Risk 36 Item 4. Controls and Procedures 37 PART II – OTHER INFORMATION Item 1. Legal Proceedings 38 Item 1A. Risk Factors 38 Item 6. Exhibits 69 Signatures 70 1 PART I – FINANCIAL INFORMATION Item 1. Financial Statements Vivint Solar, Inc. Condensed Consolidated Balance Sheets (In thousands, except par value and footnote 1) (Unaudited) March 31, December 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 131,077 $ 166,048 Accounts receivable, net 25,952 24,314 Inventories 14,383 20,576 Prepaid expenses and other current assets 33,838 41,137 Total current assets 205,250 252,075 Restricted cash and cash equivalents 94,611 89,892 Solar energy systems, net 1,854,904 1,759,861 Property and equipment, net 20,888 17,500 Other non-current assets, net 683,012 680,062 TOTAL ASSETS(1) $ 2,858,665 $ 2,799,390 LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY Current liabilities: Accounts payable $ 52,355 $ 59,007 Distributions payable to non-controlling interests and redeemable non-controlling interests 7,474 10,253 Accrued compensation 28,892 34,149 Current portion of long-term debt 24,396 16,405 Current portion of deferred revenue 24,631 40,715 Current portion of finance lease obligation 2,497 2,274 Accrued and other current liabilities 72,410 78,539 Total current liabilities 212,655 241,342 Long-term debt, net of current portion 1,548,228 1,483,256 Deferred revenue, net of current portion 20,383 17,631 Finance lease obligation, net of current portion 6,669 6,443 Deferred tax liability, net 604,473 583,695 Other non-current liabilities 137,245 74,423 Total liabilities(1) 2,529,653 2,406,790 Commitments and contingencies (Note 19) Redeemable non-controlling interests 116,481 115,384 Stockholders’ equity: Common stock, $0.01 par value—1,000,000 shares authorized, 124,670 shares issued and outstanding as of March 31, 2020; 1,000,000 shares authorized, 123,056 shares issued and outstanding as of December 31, 2019 1,247 1,231 Additional paid-in capital 596,589 591,639 Accumulated other comprehensive loss (39,621) (20,436) Accumulated deficit (422,546) (381,961) Total stockholders’ equity 135,669 190,473 Non-controlling interests 76,862 86,743 Total equity 212,531 277,216 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY $ 2,858,665 $ 2,799,390 (1) The Company’s assets as of March 31, 2020 and December 31, 2019 include $2,287.7 million and $2,194.3 million consisting of assets of variable interest entities (“VIEs”) that can only be used to settle obligations of the VIEs. These assets include cash and cash equivalents of $59.5 million and $82.8 million as of March 31, 2020 and December 31, 2019; accounts receivable, net, of $16.0 million and $8.9 million as of March 31, 2020 and December 31, 2019; prepaid expenses and other current assets of $1.4 million and $1.7 million as of March 31, 2020 and December 31, 2019; restricted cash and cash equivalents of $9.7 million and $8.9 million as of March 31, 2020 and December 31, 2019; solar energy systems, net, of $1,645.5 million and $1,587.4 million as of March 31, 2020 and December 31, 2019; and other non-current assets, net of $555.6 million and $504.7 million as of March 31, 2020 and December 31, 2019. The Company’s liabilities as of March 31, 2020 and December 31, 2019 include $264.6 million and $233.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $7.5 million and $10.3 million as of March 31, 2020 and December 31, 2019; accrued and other current liabilities of $6.4 million and $6.4 million as of March 31, 2020 and December 31, 2019; long-term debt of $233.4 million and $201.6 million as of March 31, 2020 and December 31, 2019; deferred revenue of $16.7 million and $14.8 million as of March 31, 2020 and December 31, 2019; and other non-current liabilities of $0.6 million and $0.3 million as of March 31, 2020 and December 31, 2019. For further information see Note 14—Investment Funds. See accompanying notes to condensed consolidated financial statements. 2 Vivint Solar, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended March 31, 2020 2019 Revenue: Customer agreements and incentives $ 51,276 $ 39,603 Solar energy system and product sales 39,875 29,768 Total revenue 91,151 69,371 Cost of revenue: Cost of revenue—customer agreements and incentives 52,823 40,191 Cost of revenue—solar energy system and product sales 22,048 17,263 Total cost of revenue 74,871 57,454 Gross profit 16,280 11,917 Operating expenses: Sales and marketing 39,608 29,634 Research and development 556 469 General and administrative 28,026 23,049 Total operating expenses 68,190 53,152 Loss from operations (51,910) (41,235) Interest expense, net 21,632 19,127 Other expense, net 28,358 1,385 Loss before income taxes (101,900) (61,747) Income tax expense 23,414 27,487 Net loss (125,314) (89,234) Net loss attributable to non-controlling interests and redeemable non-controlling interests (85,054) (62,992) Net loss attributable to common stockholders $ (40,260) $ (26,242) Net loss attributable per share to common stockholders: Basic and diluted $ (0.32) $ (0.22) Weighted-average shares used in computing net loss attributable per share to common stockholders: Basic and diluted 123,922 120,307 See accompanying notes to condensed consolidated financial statements. 3 Vivint Solar, Inc. Condensed Consolidated Statements of Comprehensive Loss (In thousands) (Unaudited) Three Months Ended March 31, 2020 2019 Net loss attributable to common stockholders $ (40,260) $ (26,242) Other comprehensive loss: Unrealized losses on cash flow hedging instruments (net of tax effect of $(7,401) and $(1,777)) (19,836) (4,883) Less: Interest expense on derivatives recognized into earnings (net of tax effect of $(243) and $(86)) (651) (236) Total other comprehensive loss (19,185) (4,647) Comprehensive loss $ (59,445) $ (30,889) See accompanying notes to condensed consolidated financial statements. 4 Vivint Solar, Inc. Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Equity (In thousands) (Unaudited) Redeemable Accumulated Non- Additional Other Total Non- Controlling Common Stock Paid-in Comprehensive Accumulated Stockholders’
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