Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation—As a result of the Merger, the consolidated financial statements are presented on two bases of accounting and are not necessarily comparable: January 1, 2012 through November 16, 2012 (the “Predecessor Period” or “Predecessor” as context requires) and November 17, 2012 through December 31, 2014 (the “Successor Period” or “Successor” as context requires), which relate to the period preceding the Merger and the period succeeding the Merger, respectively. The audited consolidated financial statements for the Predecessor Period are presented for APX Group, Inc. and its wholly-owned subsidiaries, including variable interest entities. The audited consolidated financial statements for the Successor Period reflect the Merger presenting the financial position and results of operations of APX Group Holdings, Inc. and its wholly-owned subsidiaries. The financial position and results of operations of the Successor are not comparable to the financial position and results of operations of the Predecessor due to the Merger and the basis of presentation of purchase accounting as compared to historical cost in accordance with Accounting Standards Codification (“ASC”) 805 Business Combinations. |
The consolidated financial statements for the Predecessor and Successor include the financial position and results of operations of the following entities: |
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Successor | | | | Predecessor | | | | | | | | | | | | | | |
APX Group Holdings, Inc. | | | | — | | | | | | | | | | | | | | |
APX Group, Inc. | | | | APX Group, Inc. | | | | | | | | | | | | | | |
Vivint, Inc. | | | | Vivint, Inc. | | | | | | | | | | | | | | |
Vivint Canada, Inc. | | | | Vivint Canada, Inc. | | | | | | | | | | | | | | |
ARM Security, Inc. | | | | ARM Security, Inc. | | | | | | | | | | | | | | |
AP AL, LLC | | | | AP AL, LLC | | | | | | | | | | | | | | |
Vivint Purchasing, LLC | | | | Vivint Purchasing, LLC | | | | | | | | | | | | | | |
Vivint Servicing, LLC | | | | Vivint Servicing, LLC | | | | | | | | | | | | | | |
2GIG Technologies, Inc. (1) | | | | 2GIG Technologies, Inc. | | | | | | | | | | | | | | |
2GIG Technologies Canada, Inc. (1) | | | | 2GIG Technologies Canada, Inc. | | | | | | | | | | | | | | |
— | | | | V Solar Holdings, Inc. | | | | | | | | | | | | | | |
— | | | | Vivint Solar, Inc. | | | | | | | | | | | | | | |
313 Aviation, LLC | | | | — | | | | | | | | | | | | | | |
Vivint Wireless, Inc. | | | | — | | | | | | | | | | | | | | |
Smartrove, Inc. | | | | — | | | | | | | | | | | | | | |
Vivint New Zealand, Ltd. | | | | — | | | | | | | | | | | | | | |
Vivint Australia Pty Ltd. | | | | — | | | | | | | | | | | | | | |
Vivint Louisiana, LLC | | | | — | | | | | | | | | | | | | | |
Vivint Funding Holdings, LLC | | | | — | | | | | | | | | | | | | | |
Vivint Puerto Rico, LLC | | | | — | | | | | | | | | | | | | | |
Vivint Group, Inc. (2) | | | | — | | | | | | | | | | | | | | |
Vivint Data Management (2) | | | | — | | | | | | | | | | | | | | |
Vivint Firewild, LLC (2) | | | | — | | | | | | | | | | | | | | |
Vivint Canada Funding | | | | — | | | | | | | | | | | | | | |
Vivint Canada Servicing | | | | — | | | | | | | | | | | | | | |
IPR LLC (2) | | | | — | | | | | | | | | | | | | | |
Farmington IP LLC | | | | — | | | | | | | | | | | | | | |
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(1) | The audited consolidated financial statements for the year ended December 31, 2013 include the results of 2GIG up through April 1, 2013, which was the date the Company completed the sale of 2GIG to Nortek, Inc. (“2GIG Sale”) (See Note 4). | | | | | | | | | | | | | | | | | |
-2 | Formed during the year ended December 31, 2014. | | | | | | | | | | | | | | | | | |
The Successor and Predecessor Period include substantially the same operating entities except that Vivint Solar, Inc. and its subsidiaries (“Solar”) is not included in the Successor Period since Solar is separately owned and is no longer a consolidated variable interest entity. The majority of the operations of Successor Period entities are included within the operations of Vivint, Inc. |
Principles of Consolidation | Principles of Consolidation—The accompanying Successor consolidated financial statements include the accounts of APX Group Holdings, Inc. and its subsidiaries, including 2GIG as a wholly-owned subsidiary through April 1, 2013. The accompanying Predecessor consolidated financial statements include APX Group, Inc. and its subsidiaries, and 2GIG and Solar, which were variable interest entities (or “VIE’s”) prior to the Merger (See Note 7). All significant intercompany balances and transactions have been eliminated in consolidation. |
The financial information presented in the accompanying consolidated financial statements reflects the financial position and operating results of Smart Grid as discontinued operations (See Note 6). |
Changes in Presentation of Comparative Financial Statements | Changes in Presentation of Comparative Financial Statements—Certain reclassifications have been made to our prior period consolidated financial information in order to conform to the current year presentation. These changes did not have a significant impact on the consolidated financial statements. |
Revenue Recognition | Revenue Recognition—The Company recognizes revenue principally on three types of transactions: (i) monitoring, which includes revenues for monitoring and other automation services of the Company’s subscriber contracts and certain subscriber contracts that have been sold and recurring monthly revenue associated with the Company’s wireless internet services, (ii) service and other sales, which includes services provided on contracts, contract fulfillment revenue, sales of products that are not part of the basic equipment package and revenue from 2GIG up through the date of the 2GIG Sale, and (iii) activation fees on the Company’s contracts, which are amortized over the expected life of the customer. |
Monitoring services for the Company’s subscriber contracts are billed in advance, generally monthly, pursuant to the terms of subscriber contracts and recognized ratably over the service period. Costs of providing ongoing monitoring services are expensed in the period incurred. |
Service and other sales revenue is recognized as services are provided or when title to the products and equipment sold transfers to the customer. Contract fulfillment revenue, included in service and other sales, is recognized when payment is received from customers who cancel their contract in-term. Revenue from sales of products that are not part of the basic equipment package is recognized upon delivery of products. |
Activation fees represent upfront one-time charges billed to subscribers at the time of installation and are deferred. These fees are recognized over the estimated customer life of 12 years using a 150% declining balance method, which converts to a straight-line methodology after approximately five years. |
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Through the date of the 2GIG Sale, service and other sales revenue included net recurring services revenue, which was based on back-end services provided by Alarm.com for all panels sold to distributors and direct-sell dealers and subsequently placed in service at end-user locations. The Company received a fixed monthly amount from Alarm.com for each system installed with non-Vivint customers that used the Alarm.com platform. |
Subscriber Contract Costs | Subscriber Contract Costs—A portion of the direct costs of acquiring new subscribers, primarily sales commissions, equipment, and installation costs, are deferred and recognized over a pattern that reflects the estimated life of the subscriber relationships. The Company amortizes these costs over 12 years using a 150% declining balance method, which converts to straight-line methodology after approximately five years. The Company evaluates subscriber account attrition on a periodic basis, utilizing observed attrition rates for the Company’s subscriber contracts and industry information and, when necessary, makes adjustments to the estimated subscriber relationship period and amortization method. |
In conjunction with the Merger and in accordance with purchase accounting, the total purchase price was allocated to the Company’s net tangible and identifiable intangible assets based on their estimated fair values as of November 16, 2012 (See Note 3). The Company recorded the value of Subscriber Contract Costs on the date of the Merger at fair value and classified it as an intangible asset, which is amortized over 10 years in a pattern that is consistent with the amount of revenue expected to be generated from the related subscriber contracts. |
Cash and Cash Equivalents | Cash and Cash Equivalents—Cash and cash equivalents consists of highly liquid investments with remaining maturities when purchased of three months or less. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents—Restricted cash and cash equivalents is restricted for a specific purpose and cannot be included in the general cash account. At December 31, 2014 and 2013, the restricted cash and cash equivalents was held by a third-party trustee. Restricted cash and cash equivalents consists of highly liquid investments with remaining maturities when purchased of three months or less. |
Accounts Receivable | Accounts Receivable—Accounts receivable consists primarily of amounts due from customers for recurring monthly monitoring services. The accounts receivable are recorded at invoiced amounts and are non-interest bearing. The gross amount of accounts receivable has been reduced by an allowance for doubtful accounts of $3.4 million and $1.9 million at December 31, 2014 and 2013, respectively. The Company estimates this allowance based on historical collection experience and subscriber attrition rates. When the Company determines that there are accounts receivable that are uncollectible, they are charged off against the allowance for doubtful accounts. As of December 31, 2014 and 2013, no accounts receivable were classified as held for sale. Provision for doubtful accounts is included in general and administrative expenses in the accompanying consolidated statements of operations. |
The changes in the Company’s allowance for accounts receivable were as follows for the periods ended (in thousands): |
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| | Successor | | | | | Predecessor | |
| | Year ended | | | Year ended | | | Period from | | | | | Period from | |
December 31, | December 31, | November 17, | January 1, |
2014 | 2013 | through | through |
| | December 31, | November 16, |
| | 2012 | 2012 |
Beginning balance | | $ | 1,901 | | | $ | 2,301 | | | $ | 3,649 | | | | | $ | 1,903 | |
Provision for doubtful accounts | | | 15,656 | | | | 10,360 | | | | 1,307 | | | | | | 8,204 | |
Write-offs and adjustments | | | (14,184 | ) | | | (10,760 | ) | | | (2,655 | ) | | | | | (6,458 | ) |
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Balance at end of period | | $ | 3,373 | | | $ | 1,901 | | | $ | 2,301 | | | | | $ | 3,649 | |
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Inventories | Inventories—Inventories, which comprise home automation and security system equipment and parts, are stated at the lower of cost or market with cost determined under the first-in, first-out (FIFO) method. The Company records an allowance for excess and obsolete inventory based on anticipated obsolescence, usage and historical write-offs. |
Long-lived Assets and Intangibles | Long-lived Assets and Intangibles—Property and equipment are stated at cost and depreciated on the straight-line method over the estimated useful lives of the assets or the lease term, whichever is shorter. Intangible assets with definite lives are amortized over the remaining estimated economic life of the underlying technology or relationships, which ranges from 2 to 10 years. Definite-lived intangible assets are amortized on the straight-line method over the estimated useful life of the asset or in a pattern in which the economic benefits of the intangible asset are consumed. Amortization expense associated with leased assets is included with depreciation expense. Routine repairs and maintenance are charged to expense as incurred. The Company periodically assesses potential impairment of its long-lived assets and intangibles and performs an impairment review whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, the Company periodically assesses whether events or changes in circumstance continue to support an indefinite life of certain intangible assets or warrant a revision to the estimated useful life of definite-lived intangible assets. |
Long-term Investments | Long-term Investments— The Company’s long-term investments are comprised of cost based investments in other companies as discussed in Note 8. The Company performs impairment analyses of its cost based investments annually, as of October 1, or more often when events occur or circumstances change that would, more likely than not, reduce the fair value of the investment below its carrying value. When indicators of impairment do not exist and certain accounting criteria are met, the Company evaluates impairment using a qualitative approach. As of December 31, 2014, no indicators of impairment existed associated with these cost based investments. |
Deferred Financing Costs | Deferred Financing Costs— Costs incurred in connection with obtaining debt financing are deferred and amortized utilizing the straight-line method, which approximates the effective-interest method, over the life of the related financing. If such financing is paid off or replaced prior to maturity with debt instruments that have substantially different terms, the unamortized costs are charged to expense. In connection with refinancing the debt, in conjunction with the Merger the Company wrote off $3.5 million related to unamortized deferred financing costs. Deferred financing costs included in the accompanying consolidated balance sheets at December 31, 2014 and 2013 were $52.2 million and $59.4 million, net of accumulated amortization of $20.0 million and $9.9 million, respectively. Amortization expense on deferred financing costs recognized and included in interest expense in the accompanying consolidated statements of operations, totaled $10.1 million for the year ended December 31, 2014, $8.8 million for the year ended December 31, 2013, $1.0 million for the Successor Period ended December 31, 2012 and $6.6 million for the Predecessor Period ended November 16, 2012. |
Residual Income Plan | Residual Income Plan—The Company has a program that allows third-party sales channel partners to receive additional compensation based on the performance of the underlying contracts they create. The Company calculates the present value of the expected future payments and recognizes this amount in the period the commissions are earned. Subsequent accretion and adjustments to the estimated liability are recorded as interest and operating expense respectively. The Company monitors actual payments and customer attrition on a periodic basis and, when necessary, makes adjustments to the liability. The amount included in accrued expenses and other current liabilities was $0.4 million and $0.3 million as of December 31, 2014 and 2013, respectively, and the amount included in other long-term obligations was $3.0 million and $2.1 million at December 31, 2014 and 2013, respectively, representing the present value of the estimated amounts owed to third-party sales channel partners. |
Stock-Based Compensation | Stock-Based Compensation—The Company measures compensation cost based on the grant-date fair value of the award and recognizes that cost over the requisite service period of the awards (See Note 14). |
Advertising Expense | Advertising Expense—Advertising costs are expensed as incurred. Advertising costs were approximately $23.6 million and $23.0 million for the years ended December 31, 2014 and 2013, $1.7 million for the Successor Period ended December 31, 2012 and $8.2 million for the Predecessor Period ended November 16, 2012. |
Income Taxes | Income Taxes—The Company accounts for income taxes based on the asset and liability method. Under the asset and liability method, deferred tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. |
The Company recognizes the effect of an uncertain income tax position on the income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy for recording interest and penalties is to record such items as a component of the provision for income taxes. |
Contracts Sold | Contracts Sold—On March 31, 2014, the Company received approximately $2.3 million in proceeds from the sale of certain subscriber contracts to a third-party. Concurrently, the Company entered into an agreement with the buyer to continue providing billing, monitoring and support services for the contracts that were sold for a period of ten years. As a result of this continuing involvement on the part of the Company in the servicing of the contracts, accounting guidance precluded gain recognition at the time of the sale. Accordingly, the Company treated this transaction as a secured borrowing and recorded a liability for the proceeds received at the time of the sale. On November 24, 2014, the Company repurchased the subscriber contracts from this third-party for $2.3 million and the associated liability was settled. No material gain/loss on the transaction was recognized. |
Use of Estimates | Use of Estimates—The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentration of credit risk consist principally of receivables and cash. At times during the year, the Company maintains cash balances in excess of insured limits. The Company is not dependent on any single customer or geographic location. The loss of a customer would not adversely impact the Company’s operating results or financial position. |
Concentrations of Supply Risk | Concentrations of Supply Risk—As of December 31, 2014, approximately 74% of the Company’s installed panels were 2GIG Go!Control panels and 19% were SkyControl panels. On April 1, 2013, the Company completed the 2GIG Sale. In connection with the 2GIG Sale, the Company entered into a five-year supply agreement with 2GIG, pursuant to which they will be the exclusive provider of the Company’s control panel requirements, subject to certain exceptions as provided in the supply agreement. The loss of 2GIG as a supplier could potentially impact the Company’s operating results or financial position. |
Fair Value Measurement | Fair Value Measurement—Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to on-going fair value measurement are categorized and disclosed into one of three categories depending on observable or unobservable inputs employed in the measurement. These two types of inputs have created the following fair value hierarchy: |
Level 1: Quoted prices in active markets that are accessible at the measurement date for assets and liabilities. |
Level 2: Observable prices that are based on inputs not quoted in active markets, but corroborated by market data. |
Level 3: Unobservable inputs are used when little or no market data is available. |
This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The Company recognizes transfers between levels of the hierarchy based on the fair values of the respective financial measurements at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2014 and 2013. |
The carrying amounts of the Company’s accounts receivable, accounts payable and accrued and other liabilities approximate their fair values due to their short maturities. |
Goodwill | Goodwill—The Company conducts a goodwill impairment analysis annually in the fourth fiscal quarter, as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of the Company’s reporting units may be less than its carrying amount. When indicators of impairment do not exist and certain accounting criteria are met, the Company is able to evaluate goodwill impairment using a qualitative approach. When necessary, the Company’s quantitative goodwill impairment test consists of two steps. The first step requires that the Company compare the estimated fair value of its reporting units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the Company would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill exceeds its fair value, an impairment charge is recorded (See Note 11). |
Foreign Currency Translation and Other Comprehensive Income | Foreign Currency Translation and Other Comprehensive Income—The functional currencies of Vivint Canada, Inc. and Vivint New Zealand, Ltd. are the Canadian and New Zealand dollars, respectively. Accordingly, assets and liabilities are translated from their respective functional currencies into U.S. dollars at period-end rates and revenue and expenses are translated at the weighted-average exchange rates for the period. Adjustments resulting from this translation process are classified as other comprehensive income (loss) and shown as a separate component of equity. |
Letters of Credit | Letters of Credit—As of December 31, 2014 and 2013, the Company had $3.0 million and $2.2 million, respectively, of letters of credit issued in the ordinary course of business, all of which are undrawn. |
New Accounting Pronouncement | New Accounting Pronouncement—In May 2014, the FASB issued authoritative guidance which clarifies the principles used to recognize revenue for all entities. The new guidance requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. The guidance is effective for annual and interim periods beginning after December 15, 2016. The guidance allows for either a “full retrospective” adoption or a “modified retrospective” adoption, however early adoption is not permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. |
In August 2014, the Financial Accounting Standards Board issued ASU No. 2014-15. This standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. We are evaluating the new guidance and plan to provide additional information about its expected impact at a future date. |
In February 2013, the FASB issued authoritative guidance which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income (“AOCI”). The guidance requires an entity to provide information about the amounts reclassified out of AOCI by component and present, either on the face of the income statement or in the notes to financial statements, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This guidance does not change the current requirements for reporting net income or OCI in financial statements. The guidance became effective for the Company in the first quarter of fiscal year 2014. The adoption of this guidance did not have a material impact on its financial position, results of operations or cash flows. |
In July 2013, the FASB issued authoritative guidance which amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss carryforward whenever the net operating loss carryforward or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This guidance became effective for the Company for annual and interim periods beginning in fiscal year 2014. The adoption of this guidance did not have a material impact on its financial position, results of operations or cash flows. |