Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Mar. 02, 2015 | Jun. 30, 2014 | ||
Document And Entity Information [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | FALSE | |||
Document Period End Date | 31-Dec-14 | |||
Document Fiscal Year Focus | 2014 | |||
Document Fiscal Period Focus | FY | |||
Trading Symbol | VSLR | |||
Entity Registrant Name | Vivint Solar, Inc. | |||
Entity Central Index Key | 1607716 | |||
Current Fiscal Year End Date | -19 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Current Reporting Status | No | |||
Entity Voluntary Filers | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Common Stock, Shares Outstanding | 105,303,122 | |||
Entity Public Float | $0 | [1] | ||
[1] | no |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $261,649 | $6,038 | ||
Accounts receivable, net | 1,837 | 608 | ||
Inventories | 774 | |||
Prepaid expenses and other current assets | 16,806 | 5,938 | ||
Total current assets | 281,066 | 12,584 | ||
Restricted cash | 6,516 | 5,000 | ||
Solar energy systems, net | 588,167 | 188,058 | ||
Property and equipment, net | 13,024 | 3,640 | ||
Intangible assets, net | 18,487 | 27,364 | ||
Goodwill | 36,601 | 29,545 | ||
Prepaid tax asset, net | 111,910 | 30,738 | ||
Other non-current assets, net | 8,553 | 778 | ||
TOTAL ASSETS | 1,064,324 | [1] | 297,707 | [1] |
Current liabilities: | ||||
Accounts payable | 51,354 | 25,356 | ||
Accounts payable—related party | 2,132 | 3,068 | ||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 6,780 | 1,576 | ||
Accrued compensation | 16,794 | 15,491 | ||
Current portion of deferred revenue | 314 | 68 | ||
Current portion of capital lease obligation | 3,502 | 1,275 | ||
Accrued and other current liabilities | 14,016 | 10,307 | ||
Total current liabilities | 94,892 | 57,141 | ||
Capital lease obligation, net of current portion | 6,176 | 2,486 | ||
Revolving lines of credit—related party | 41,412 | |||
Long-term debt | 105,000 | |||
Deferred tax liability, net | 112,227 | 41,510 | ||
Deferred revenue, net of current portion | 4,466 | 1,272 | ||
Total liabilities | 322,761 | [1] | 143,821 | [1] |
Commitments and contingencies (Note 16) | ||||
Redeemable non-controlling interests | 128,427 | 73,265 | ||
Stockholders' equity: | ||||
Common stock, $0.01 par value—1,000,000 authorized, 105,303 shares issued and outstanding as of December 31, 2014; 100,000 authorized, 75,000 shares issued and outstanding as of December 31, 2013 | 1,053 | 750 | ||
Additional paid-in capital | 502,785 | 75,049 | ||
(Accumulated deficit) retained earnings | -25,849 | 3,034 | ||
Total stockholders' equity | 477,989 | 78,833 | ||
Non-controlling interests | 135,147 | 1,788 | ||
Total equity | 613,136 | 80,621 | ||
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | $1,064,324 | $297,707 | ||
[1] | The Company’s consolidated assets as of December 31, 2014 and 2013 include $540.1 million and $156.2 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $525.9 million and $152.6 million as of December 31, 2014 and 2013; cash and cash equivalents of $12.6 million and $3.1 million as of December 31, 2014 and 2013; and accounts receivable, net, of $1.6 million and $0.5 million as of December 31, 2014 and 2013. The Company’s consolidated liabilities as of December 31, 2014 and 2013 included $11.4 million and $2.9 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 $6.8 million and $1.6 million as of December 31, 2014 and 2013; and deferred revenue of $4.6 million and $1.3 million as of December 31, 2014 and 2013. See further description in Note 11—Investment Funds. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
Common stock, par value | $0.01 | $0.01 | ||
Common stock, shares authorized | 1,000,000,000 | 100,000,000 | ||
Common stock, shares issued | 105,303,000 | 75,000,000 | ||
Common stock, shares outstanding | 105,303,000 | 75,000,000 | ||
Total assets | $1,064,324,000 | [1] | $297,707,000 | [1] |
Solar energy systems, net | 588,167,000 | 188,058,000 | ||
Cash and cash equivalents | 261,649,000 | 6,038,000 | ||
Accounts receivable, net | 1,837,000 | 608,000 | ||
Total liabilities | 322,761,000 | [1] | 143,821,000 | [1] |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 6,780,000 | 1,576,000 | ||
Variable Interest Entities | ||||
Total assets | 540,086,000 | 156,201,000 | ||
Solar energy systems, net | 525,903,000 | 152,565,000 | ||
Cash and cash equivalents | 12,641,000 | 3,092,000 | ||
Accounts receivable, net | 1,542,000 | 544,000 | ||
Total liabilities | 11,352,000 | 2,916,000 | ||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 6,780,000 | 1,576,000 | ||
Deferred revenue | $4,600,000 | $1,300,000 | ||
[1] | The Company’s consolidated assets as of December 31, 2014 and 2013 include $540.1 million and $156.2 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $525.9 million and $152.6 million as of December 31, 2014 and 2013; cash and cash equivalents of $12.6 million and $3.1 million as of December 31, 2014 and 2013; and accounts receivable, net, of $1.6 million and $0.5 million as of December 31, 2014 and 2013. The Company’s consolidated liabilities as of December 31, 2014 and 2013 included $11.4 million and $2.9 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 $6.8 million and $1.6 million as of December 31, 2014 and 2013; and deferred revenue of $4.6 million and $1.3 million as of December 31, 2014 and 2013. See further description in Note 11—Investment Funds. |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 |
Revenue: | ||||
Operating leases and incentives | $109,000 | $21,688,000 | $5,864,000 | |
Solar energy system and product sales | 3,570,000 | 306,000 | ||
Total revenue | 109,000 | 25,258,000 | 6,170,000 | |
Operating expenses: | ||||
Cost of revenue—operating leases and incentives | 1,018,000 | 67,984,000 | 19,004,000 | |
Cost of revenue—solar energy system and product sales | 1,997,000 | 123,000 | ||
Sales and marketing | 533,000 | 21,869,000 | 7,348,000 | |
Research and development | 1,892,000 | |||
General and administrative | 971,000 | 78,899,000 | 16,438,000 | |
Amortization of intangible assets | 1,824,000 | 14,911,000 | 14,595,000 | |
Total operating expenses | 4,346,000 | 187,552,000 | 57,508,000 | |
Loss from operations | -4,237,000 | -162,294,000 | -51,338,000 | |
Interest expense | 96,000 | 9,323,000 | 3,144,000 | |
Other expense | 44,000 | 1,372,000 | 1,865,000 | |
Loss before income taxes | -4,377,000 | -172,989,000 | -56,347,000 | |
Income tax (benefit) expense | -1,074,000 | -7,070,000 | 123,000 | |
Net loss | -3,303,000 | -165,919,000 | -56,470,000 | |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -699,000 | -137,036,000 | -62,108,000 | |
Net (loss attributable) income available to stockholders | -2,604,000 | -28,883,000 | 5,638,000 | |
Net (loss attributable) income available to common stockholders | -2,604,000 | -28,883,000 | 5,638,000 | |
Net (loss attributable) income available per share to common stockholders: | ||||
Basic | ($0.03) | ($0.35) | $0.08 | |
Diluted | ($0.03) | ($0.35) | $0.07 | |
Weighted-average shares used in computing net (loss attributable) income available per share to common stockholders: | ||||
Basic | 75,000 | 83,446 | 75,000 | |
Diluted | 75,000 | 83,446 | 75,223 | |
Predecessor | ||||
Revenue: | ||||
Operating leases and incentives | 183,000 | |||
Solar energy system and product sales | 157,000 | |||
Total revenue | 340,000 | |||
Operating expenses: | ||||
Cost of revenue—operating leases and incentives | 3,302,000 | |||
Cost of revenue—solar energy system and product sales | 95,000 | |||
Sales and marketing | 1,471,000 | |||
General and administrative | 7,789,000 | |||
Total operating expenses | 12,657,000 | |||
Loss from operations | -12,317,000 | |||
Interest expense | 881,000 | |||
Other expense | 240,000 | |||
Loss before income taxes | -13,438,000 | |||
Income tax (benefit) expense | 7,000 | |||
Net loss | -13,445,000 | |||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -1,771,000 | |||
Net (loss attributable) income available to stockholders | -11,674,000 | |||
Accretion to redemption value of Series B redeemable preferred stock | -20,000,000 | |||
Net (loss attributable) income available to common stockholders | ($31,674,000) | |||
Net (loss attributable) income available per share to common stockholders: | ||||
Basic | ($0.42) | |||
Diluted | ($0.42) | |||
Weighted-average shares used in computing net (loss attributable) income available per share to common stockholders: | ||||
Basic | 75,000 | |||
Diluted | 75,000 |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Preferred Stock, Redeemable Non-Controlling Interests and Equity (USD $) | Total | Predecessor | Series B Redeemable Preferred Stock | Series A Preferred Stock | Redeemable Non-Controlling Interests | Redeemable Non-Controlling Interests | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) | Total Stockholders Equity (Deficit) | Total Stockholders Equity (Deficit) | Non-Controlling Interests |
In Thousands | USD ($) | USD ($) | Predecessor | Predecessor | USD ($) | Predecessor | USD ($) | Predecessor | USD ($) | Predecessor | USD ($) | Predecessor | USD ($) | Predecessor | USD ($) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
Balance at Dec. 31, 2011 | ($785) | $5,000 | $224 | $1 | $1,378 | ($2,164) | ($785) | ||||||||
Balance (in Shares) at Dec. 31, 2011 | 4 | 25 | 50 | ||||||||||||
Issuance of Series B redeemable preferred stock | 5,000 | ||||||||||||||
Issuance of Series B redeemable preferred stock (in Shares) | 4 | ||||||||||||||
Accretion to redemption value of Series B redeemable preferred stock | -20,000 | 20,000 | -5,542 | -14,458 | -20,000 | ||||||||||
Stock-based compensation expense | 155 | 155 | 155 | ||||||||||||
Noncash contributions for services | 4,009 | 4,009 | 4,009 | ||||||||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 9,193 | ||||||||||||||
Distributions to non-controlling interests and redeemable non-controlling interests | -197 | ||||||||||||||
Net (loss attributable) income available to stockholders | -11,674 | -11,674 | -11,674 | ||||||||||||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -1,771 | ||||||||||||||
Balance at Nov. 16, 2012 | -28,295 | 30,000 | 7,449 | 1 | -28,296 | -28,295 | |||||||||
Balance (in Shares) at Nov. 16, 2012 | 8 | 25 | 50 | ||||||||||||
Noncash capital contribution related to the Acquisition | 73,130 | 10,620 | 750 | 72,380 | 73,130 | ||||||||||
Noncash capital contribution related to the Acquisition (in Shares) | 75,000 | ||||||||||||||
Noncash contributions for services | 797 | 797 | 797 | ||||||||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 8,147 | ||||||||||||||
Distributions to non-controlling interests and redeemable non-controlling interests | -327 | ||||||||||||||
Net (loss attributable) income available to stockholders | -2,604 | -2,604 | -2,604 | ||||||||||||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -699 | ||||||||||||||
Balance at Dec. 31, 2012 | 71,323 | 17,741 | 750 | 73,177 | -2,604 | 71,323 | |||||||||
Balance (in Shares) at Dec. 31, 2012 | 75,000 | ||||||||||||||
Stock-based compensation expense | 294 | 294 | 294 | ||||||||||||
Noncash contributions for services | 160 | 160 | 160 | ||||||||||||
Capital contribution from Parent | 1,418 | 1,418 | 1,418 | ||||||||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 60,000 | 63,154 | 60,000 | ||||||||||||
Distributions to non-controlling interests and redeemable non-controlling interests | -670 | -3,064 | -670 | ||||||||||||
Net (loss attributable) income available to stockholders | -51,904 | 5,638 | 5,638 | -57,542 | |||||||||||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -4,566 | ||||||||||||||
Balance at Dec. 31, 2013 | 80,621 | 73,265 | 750 | 75,049 | 3,034 | 78,833 | 1,788 | ||||||||
Balance (in Shares) at Dec. 31, 2013 | 75,000 | 75,000 | |||||||||||||
Stock-based compensation expense | 23,687 | 23,687 | 23,687 | ||||||||||||
Noncash contributions for services | 200 | 200 | 200 | ||||||||||||
Issuance of common stock, net of costs | 412,912 | 303 | 412,609 | 412,912 | |||||||||||
Issuance of common stock (in shares) | 30,303 | ||||||||||||||
Costs Related to Issuance of Common Stock | -8,760 | -8,760 | -8,760 | ||||||||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 275,777 | 63,735 | 275,777 | ||||||||||||
Deemed dividend | 43,430 | 43,430 | 43,430 | ||||||||||||
Return of capital adjustment | -43,430 | -43,430 | -43,430 | ||||||||||||
Distributions to non-controlling interests and redeemable non-controlling interests | -8,801 | -5,154 | -8,801 | ||||||||||||
Net (loss attributable) income available to stockholders | -162,500 | -28,883 | -28,883 | -133,617 | |||||||||||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | -3,419 | ||||||||||||||
Balance at Dec. 31, 2014 | $613,136 | $128,427 | $1,053 | $502,785 | ($25,849) | $477,989 | $135,147 | ||||||||
Balance (in Shares) at Dec. 31, 2014 | 105,303 | 105,303 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | ($3,303,000) | ($165,919,000) | ($56,470,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 18,000 | 8,523,000 | 1,984,000 | |
Amortization of intangible assets | 1,824,000 | 15,042,000 | 14,595,000 | |
Stock-based compensation | 23,687,000 | 294,000 | ||
Amortization of deferred financing costs | 2,232,000 | |||
Noncash contributions for services | 797,000 | 200,000 | 160,000 | |
Noncash interest expense | 4,280,000 | 2,930,000 | ||
Deferred income taxes | -1,075,000 | 74,848,000 | 30,927,000 | |
Changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable, net | -52,000 | -1,018,000 | -512,000 | |
Inventories | -195,000 | |||
Prepaid expenses and other current assets | -102,000 | -10,486,000 | -3,605,000 | |
Prepaid tax asset, net | -81,172,000 | -30,738,000 | ||
Other non-current assets, net | -19,000 | -8,451,000 | -741,000 | |
Accounts payable | 286,000 | 1,905,000 | 1,425,000 | |
Accounts payable—related party | 741,000 | -935,000 | 2,592,000 | |
Accrued compensation | 498,000 | -1,073,000 | 10,367,000 | |
Deferred revenue | 3,387,000 | 1,340,000 | ||
Accrued and other current liabilities | -822,000 | -773,000 | 4,579,000 | |
Net cash used in operating activities | -1,209,000 | -135,918,000 | -20,873,000 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payments for the cost of solar energy systems | -11,083,000 | -383,522,000 | -134,138,000 | |
Payment in connection with business acquisition, net of cash acquired | -12,040,000 | |||
Payments for property and equipment | -3,505,000 | |||
Change in restricted cash | -1,516,000 | -3,500,000 | ||
Purchase of intangible assets | -370,000 | |||
Proceeds from U.S. Treasury grants | 3,069,000 | 190,000 | 10,116,000 | |
Net cash used in investing activities | -8,014,000 | -400,763,000 | -127,522,000 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock | 412,912,000 | |||
Payments for deferred offering costs | -8,066,000 | |||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 8,147,000 | 339,512,000 | 123,154,000 | |
Distributions paid to non-controlling interests and redeemable non-controlling interests | -274,000 | -8,751,000 | -2,284,000 | |
Proceeds from long-term debt | 105,000,000 | |||
Proceeds from short-term debt | 75,500,000 | |||
Payments on short-term debt | -75,500,000 | |||
Proceeds from revolving lines of credit—related party | 15,000,000 | 154,500,000 | 83,482,000 | |
Payments on revolving lines of credit—related party | -200,192,000 | -60,000,000 | ||
Proceeds from revolving line of credit | 2,500,000 | |||
Payments on revolving lines of credit | -4,500,000 | -2,000,000 | ||
Principal payments on capital lease obligations | -2,623,000 | -987,000 | ||
Capital contribution from Parent | 1,418,000 | |||
Net cash provided by financing activities | 20,873,000 | 792,292,000 | 142,783,000 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,650,000 | 255,611,000 | -5,612,000 | |
CASH AND CASH EQUIVALENTS—Beginning of period | 6,038,000 | 11,650,000 | ||
CASH AND CASH EQUIVALENTS—End of period | 11,650,000 | 261,649,000 | 6,038,000 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 96,000 | 4,473,000 | 206,000 | |
Cash paid for income taxes | 4,350,000 | 4,000 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Vehicles acquired under capital leases | 8,541,000 | 4,749,000 | ||
Accrued distributions to non-controlling interests and redeemable non-controlling interests | 53,000 | 5,204,000 | 1,450,000 | |
Capital contribution related to the Acquisition | 71,658,000 | |||
Costs of solar energy systems included in accounts payable, accrued compensation and other accrued liabilities | -439,000 | 25,990,000 | 19,946,000 | |
Solar energy system sales | ||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Receivable for tax credit recorded as a reduction to solar energy system costs | 4,132,000 | 2,122,000 | ||
Predecessor | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | -13,445,000 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 72,000 | |||
Stock-based compensation | 155,000 | |||
Amortization of deferred financing costs | 161,000 | |||
Noncash contributions for services | 4,009,000 | |||
Changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable, net | -41,000 | |||
Prepaid expenses and other current assets | -988,000 | |||
Other non-current assets, net | -9,000 | |||
Accounts payable | 363,000 | |||
Accounts payable—related party | 1,701,000 | |||
Accrued compensation | 375,000 | |||
Accrued and other current liabilities | 4,757,000 | |||
Net cash used in operating activities | -2,890,000 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payments for the cost of solar energy systems | -18,306,000 | |||
Change in restricted cash | -152,000 | |||
Proceeds from U.S. Treasury grants | 3,150,000 | |||
Net cash used in investing activities | -15,308,000 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 9,193,000 | |||
Distributions paid to non-controlling interests and redeemable non-controlling interests | -80,000 | |||
Proceeds from revolving line of credit | 4,000,000 | |||
Proceeds from issuance of redeemable preferred stock | 5,000,000 | |||
Net cash provided by financing activities | 18,113,000 | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -85,000 | |||
CASH AND CASH EQUIVALENTS—Beginning of period | 85,000 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 313,000 | |||
Cash paid for income taxes | 1,000 | |||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Accretion to redemption value of Series B redeemable preferred stock | 20,000,000 | |||
Accrued distributions to non-controlling interests and redeemable non-controlling interests | 117,000 | |||
Costs of solar energy systems included in accounts payable, accrued compensation and other accrued liabilities | $13,243,000 |
Organization
Organization | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Organization | 1 | Organization |
Vivint Solar, Inc. (the “Company” and formerly known as V Solar Holdings, Inc.) was incorporated as a Delaware corporation on August 12, 2011. Vivint Solar, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company commenced operations in May 2011. The Company offers solar energy to residential customers through long-term customer contracts, such as power purchase agreements and solar energy system leases. The Company enters into these long-term customer contracts through a sales organization that uses a direct-to-home sales model. The long-term customer contracts are typically for 20 years and require the customer to make monthly payments to the Company. Through the acquisition of Solmetric Corporation (“Solmetric”) in the first quarter of 2014, the Company also offers photovoltaic installation software products and devices. | ||
The Company has formed various investment funds and entered into a long-term debt facility to monetize the recurring customer payments under its long-term customer contracts and the investment tax credits, accelerated tax depreciation and other incentives associated with residential solar energy systems. The Company uses the cash received from the investment funds to finance a portion of the Company’s variable and fixed costs associated with installing the residential solar energy systems. In addition, the obligations of the Company are in no event obligations of the investment funds. | ||
On November 16, 2012 (the “Acquisition Date”), investment funds affiliated with The Blackstone Group L.P. (the “Sponsor”) and certain co-investors (collectively, the “Investors”), through 313 Acquisition LLC (“313” or “Parent”), acquired 100% of the equity interests of APX Group, Inc. (“Vivint”) and the Company (the “Acquisition”). The Acquisition was accomplished through certain mergers and related reorganization transactions pursuant to which the Company became a direct wholly owned subsidiary of 313, an entity owned by the Investors. The impact of the mergers resulted in a change to the Company’s capital structure which is reflected as a noncash capital contribution related to the Acquisition in the Company’s consolidated statements of redeemable preferred stock, redeemable non-controlling interests and equity. See Note 4—Business Acquisitions. | ||
Since inception and continuing after the Acquisition, the Company has relied upon Vivint and certain of its affiliates for many of its administrative, managerial, account management and operational services. The Company was consolidated by Vivint as a variable interest entity prior to the Acquisition, and continues to be an affiliated entity and related party subsequent to the Acquisition. The Company has entered into various agreements and transactions with Vivint and its affiliates related to these services. See Note 15—Related Party Transactions. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect the accounts and operations of the Company, its subsidiaries in which the Company has a controlling financial interest and the investment funds formed to fund the purchase of solar energy systems, which are consolidated as variable interest entities (“VIEs”). The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational VIEs. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information regarding these VIEs, see Note 11—Investment Funds. | ||||||||||||||||||
The years ended December 31, 2014 and 2013 and the period from November 17, 2012 through December 31, 2012 are referred to as the Successor Periods or Successor and the period from January 1, 2012 through November 16, 2012 as the Predecessor Period or Predecessor. The consolidated financial statements are presented as four separate periods: the years ended December 31, 2014 and 2013, the period from November 17, 2012 through December 31, 2012 and the Predecessor Period. The Company’s assets and liabilities were adjusted to fair value on the closing date of the Acquisition by application of push-down accounting. Due to the change in the basis of accounting resulting from the Acquisition, the consolidated financial statements for the Successor Periods and the Predecessor Period are not necessarily comparable. | ||||||||||||||||||
The consolidated financial statements reflect all of the costs of doing business, including the allocation of expenses incurred by Vivint on behalf of the Company. For additional information, see Note 15—Related Party Transactions. These expenses were allocated to the Company on a basis that was considered to reasonably reflect the utilization of the services provided to, or the benefit obtained by, the Company. The allocations may not, however, reflect the expense the Company would have incurred as an independent company for the periods presented, and may not be indicative of the Company’s future results of operations and financial position. | ||||||||||||||||||
Stock Split | ||||||||||||||||||
In July 2013, the board of directors approved a 750,000-for-1 stock split of common stock. All share and per share information for the Successor Periods referenced throughout the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect this stock split. | ||||||||||||||||||
Segment Information | ||||||||||||||||||
The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and no segment managers are accountable for operations or operating results beyond revenues. Accordingly, the Company operates as a single operating and reporting segment. | ||||||||||||||||||
The following table sets forth the Company’s revenue by major product (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Revenue: | ||||||||||||||||||
Operating leases and incentives | $ | 21,688 | $ | 5,864 | $ | 109 | $ | 183 | ||||||||||
Photovoltaic installation devices and software | 3,213 | — | — | — | ||||||||||||||
Solar energy system sales | 357 | 306 | — | 157 | ||||||||||||||
Total revenue | $ | 25,258 | $ | 6,170 | $ | 109 | $ | 340 | ||||||||||
Use of Estimates | ||||||||||||||||||
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s principles of consolidation, revenue recognition, the useful lives of solar energy systems, the valuation and recoverability of intangible assets and goodwill acquired, useful lives of intangible assets, recoverability of long-lived assets, the recognition and measurement of loss contingencies, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, and the valuation of non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. | ||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Cash equivalents consist principally of time deposits and money market accounts with high quality financial institutions. | ||||||||||||||||||
Restricted Cash | ||||||||||||||||||
The Company’s guaranty agreements with certain of its fund investors require the maintenance of minimum cash balances of $5.0 million. For additional information, see Note 11—Investment Funds. The Company was also required to deposit $1.5 million into a separate interest reserve account in accordance with the terms of its loan credit facility with Bank of America, N.A. For additional information, see Note 10—Debt Obligations. These minimum cash balances are classified as restricted cash. | ||||||||||||||||||
Accounts Receivable, Net | ||||||||||||||||||
Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which result from monthly power generation under power purchase agreements not yet invoiced as of the end of the reporting period. The Company estimates its allowance for doubtful accounts based upon the collectability of the receivables in light of historical trends and adverse situations that may affect customers’ ability to pay. Revisions to the allowance are recorded as an adjustment to bad debt expense. After appropriate collection efforts are exhausted, specific accounts receivable deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of accounts receivable previously written-off are recorded as credits to bad debt expense. The Company had an allowance for doubtful accounts of $0.6 million and a de minimis amount as of December 31, 2014 and 2013. | ||||||||||||||||||
Inventories | ||||||||||||||||||
Inventories consist of components related to photovoltaic installation software products and devices and are stated at the lower of cost, on an average cost basis, or market. The Company did not have inventories prior to the acquisition of Solmetric in January 2014. | ||||||||||||||||||
Concentrations of Risk | ||||||||||||||||||
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated risk of concentration for cash and cash equivalents is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. The Company is not dependent on any single customer. The loss of a customer would not adversely impact the Company’s operating results or financial position. | ||||||||||||||||||
The Company purchases solar panels, inverters and other system components from a limited number of suppliers. Two suppliers accounted for approximately 50% and 40% of the solar photovoltaic module purchases for the year ended December 31, 2014. The same two suppliers each individually accounted for over 48% of these purchases for the year ended December 31, 2013. The same two suppliers accounted for approximately 63% and 20% of these purchases for the year ended December 31, 2012. One supplier accounted for a substantial majority of the Company’s inverter purchases for the years ended December 31, 2014, 2013 and 2012. If these suppliers fail to satisfy the Company’s requirements on a timely basis or if the Company fails to develop, maintain and expand its relationship with these suppliers, the Company could suffer delays in being able to deliver or install its solar energy systems, experience a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. | ||||||||||||||||||
As of December 31, 2014, the Company’s customers under long-term customer contracts are primarily located in Arizona, California, Hawaii, Maryland, Massachusetts, New Jersey and New York. Future operations could be affected by changes in the economic conditions in these and other geographic areas, by changes in the demand for renewable energy generated by solar panel systems or by changes or eliminations of solar energy related government incentives. | ||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: | ||||||||||||||||||
· | Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; | |||||||||||||||||
· | Level II—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and | |||||||||||||||||
· | Level III—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. | |||||||||||||||||
The Company’s financial instruments consist of Level I and Level II assets and liabilities. See Note 3—Fair Value Measurements. | ||||||||||||||||||
U.S. Treasury Grants and Investment Tax Credits | ||||||||||||||||||
Certain solar energy systems were eligible to receive U.S. Treasury grants under Section 1603 of the American Recovery and Reinvestment Act of 2009, as amended by the Tax Relief Unemployment Insurance Reauthorization and Job Creation Act of December 2010. Prior to installation of such eligible systems, the Company submitted an application to receive a grant. After installation was completed and the solar energy system was interconnected to the power grid, the Company requested disbursement of the funds, typically based on 30% of the tax basis of eligible solar energy systems. Once the Company was notified that the U.S. Treasury Department approved the disbursement of the grant proceeds for a solar energy system, the Company recorded a reduction in the basis of the solar energy system in the amount of cash to be received, at the grant approval date. If it becomes probable that a U.S. Treasury grant is required to be repaid, the Company will assess whether it is necessary to derecognize any grant (or portion thereof) in accordance with Accounting Standards Codification section 450. | ||||||||||||||||||
For the solar energy systems that are not eligible to receive U.S. Treasury grants, the Company will apply for and receive investment tax credits under Section 48(a) of the Internal Revenue Code. The amount for the investment tax credit is equal to 30% of the value of eligible solar property. The Company receives minimal allocations of investment tax credits as the majority of such credits are allocated to the fund investor. Some of the Company’s investment funds obligate it to make certain fund investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of investment tax credits as a result of the Internal Revenue Service’s (the “IRS”) assessment of the fair value of such systems. The Company has concluded that the likelihood of a recapture event is remote and consequently has not recorded any liability in the consolidated financial statements for any potential recapture exposure. | ||||||||||||||||||
Solar Energy Systems, Net | ||||||||||||||||||
The Company sells energy to customers through power purchase agreements or leases solar energy systems to customers under legal-form lease agreements. From inception through December 31, 2013, customers only purchased energy under the power purchase agreement structure. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, solar energy systems are stated at cost, less accumulated depreciation and amortization. In the first quarter of 2014, the Company began offering leases to customers in connection with its entry into the Arizona market. As of December 31, 2014 the Company had interconnected approximately 140 of its leased solar energy systems to the power grid and began depreciation and amortization on these solar energy systems. | ||||||||||||||||||
Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems. System equipment costs include components such as solar panels, inverters, racking systems and other electrical equipment, as well as costs for design and installation activities once a long-term customer contract has been executed. Initial direct costs related to solar energy systems consist of sales commissions and other direct customer acquisition expenses. System equipment costs and initial direct costs are capitalized and recorded within solar energy systems, net. | ||||||||||||||||||
As noted under the heading “U.S. Treasury Grants and Investment Tax Credits”, the Company applies for and receives U.S. Treasury grants related to its solar energy systems. The Company records the U.S. Treasury grants as a reduction in the basis of the solar energy systems at the approval date of the grant. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. | ||||||||||||||||||
Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: | ||||||||||||||||||
Useful Lives | ||||||||||||||||||
System equipment costs | 30 years | |||||||||||||||||
Initial direct costs related to solar energy systems | Lease term (20 years) | |||||||||||||||||
System equipment costs are depreciated and initial direct costs are amortized once the respective systems have been installed and interconnected to the power grid. As of December 31, 2014 and 2013, the Company had recorded costs of $598.4 million and $190.1 million in solar energy systems, of which $407.7 million and $132.3 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $10.2 million and $2.1 million. | ||||||||||||||||||
Property and Equipment, Net | ||||||||||||||||||
The Company’s property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Vehicles leased under capital leases are depreciated over the life of the lease term, which is typically three years. The estimated useful lives of computer equipment, furniture, fixtures and purchased software are three years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The estimated useful lives of leasehold improvements currently range from one to three years. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements that extend the useful lives of existing assets are capitalized and depreciated over their estimated useful lives. | ||||||||||||||||||
Intangible Assets | ||||||||||||||||||
Finite-lived intangible assets, which consist of customer contracts, customer relationships, trademarks/trade names and developed technology acquired in business combinations are initially recorded at fair value and presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes customer contracts over three years, customer relationships over five years, trademarks/trade names over 10 years and developed technology over five to eight years. | ||||||||||||||||||
In-process research and development reflects research and development projects that have not yet been completed and are capitalized as indefinite-lived intangibles subject to amortization upon completion or impairment if the assets are subsequently impaired or abandoned. In-process research and development projects were acquired in January 2014 as part of the Solmetric acquisition. See Note 4—Business Acquisitions. The Company assesses (or tests) indefinite-lived intangible assets for impairment on an annual basis, or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. To test these intangible assets for impairment, the Company compares the fair value of the indefinite-lived asset with its carrying amount. In the event the carrying value exceeds the fair value of the assets, the assets are written down to their fair value. There has been no impairment of indefinite-lived intangible assets during any of the periods presented. | ||||||||||||||||||
Capitalization of Internal Use-Software Costs | ||||||||||||||||||
The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The Company tests these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2014, the Company incurred third-party costs related to the development of internal-use software applications that will be subject to amortization over expected useful lives of three years. No amortization was recorded for internal-use software in the any of the periods presented. | ||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||
The carrying amounts of the Company’s long-lived assets, including solar energy systems, property and equipment and finite-lived intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that the Company considers in deciding when to perform an impairment review include significant negative industry or economic trends, and significant changes or planned changes in the Company’s use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No impairment of any long-lived assets was identified for the periods presented. | ||||||||||||||||||
Goodwill and Impairment Analysis | ||||||||||||||||||
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired. The Company has goodwill recorded on its books as a result of push-down accounting applied as of the Acquisition Date as well as its acquisition of Solmetric. See Note 4—Business Acquisitions. The Company’s impairment test is based on a single operating segment and reporting unit structure. | ||||||||||||||||||
The Company performs its annual impairment test of goodwill as of October 1st of each fiscal year or whenever events or circumstances change that would indicate that goodwill might be impaired. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, loss of key personnel, significant changes in the manner the Company uses the acquired assets or the strategy for the overall business, significant negative industry or economic trends or significant underperformance relative to historical operations or projected future results of operations. | ||||||||||||||||||
In conducting the impairment test, the Company first assesses qualitative factors, including those stated previously, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the qualitative step is not passed, the Company performs a two-step impairment test whereby in the first step, the Company must compare the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying value of the goodwill. Any excess of the goodwill carrying value over the implied fair value is recognized as an impairment loss. | ||||||||||||||||||
The Company determined the second step test was not necessary based on the results of its qualitative assessments and concluded that it was more likely than not that the fair value of its reporting unit was greater than its respective carrying value as of October 1, 2014 and October 1, 2013. The Company did not have any goodwill prior to the Acquisition. | ||||||||||||||||||
Prepaid Tax Asset, Net | ||||||||||||||||||
The Company sells solar energy systems to the investment funds. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales for book purposes, any tax expense incurred related to these intercompany sales is deferred and recorded as a prepaid tax asset and amortized over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. | ||||||||||||||||||
Other Non-Current Assets | ||||||||||||||||||
Other non-current assets primarily consist of deferred financing costs and advances receivable due from related parties. 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 term of the related financing. On occasion, the Company provides advance payments of compensation to direct-sales personnel. The advance is repaid as a reduction of the direct-sales personnel’s future compensation. The Company has established an allowance related to advances to direct-sales personnel who have terminated their employment agreement with the Company. These are non-interest bearing advances. | ||||||||||||||||||
Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests | ||||||||||||||||||
As discussed in Note 11—Investment Funds, the Company and fund investors have formed various investment funds that the Company consolidates as the Company has determined that it is the primary beneficiary of these VIEs. These VIEs are required to pay cumulative cash distributions to their respective fund investors. The Company accrues amounts payable to fund investors in distributions payable to non-controlling interests and redeemable non-controlling interests in its consolidated balance sheets. | ||||||||||||||||||
Deferred Revenue | ||||||||||||||||||
Deferred revenue includes rebates and incentives received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. Additionally, subsequent to the Solmetric acquisition in January 2014, the Company also defers revenue from its multiple element arrangements. See Revenue Recognition below. | ||||||||||||||||||
Warranties | ||||||||||||||||||
The Company warrants solar energy systems sold to customers for one year against defects in material or installation workmanship. The manufacturers’ warranties on the solar energy system components, which is typically passed through to the customers, has a typical product warranty period of 10 years and a limited performance warranty period of 25 years. The Company warrants its photovoltaic installation software products and devices for one to two years against defects in materials or installation workmanship. | ||||||||||||||||||
The Company generally provides for the estimated cost of warranties at the time the related revenue is recognized. The Company assesses the accrued warranty regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. Accrued warranty is recorded as a component of accrued and other current liabilities on the consolidated balance sheets and was not significant as of December 31, 2014 and 2013. | ||||||||||||||||||
Solar Energy Performance Guarantees | ||||||||||||||||||
In 2014, the Company entered into customer agreements that are structured as legal-form leases. Under these leases the Company guarantees a certain annual minimum solar energy production output for the solar energy systems. Failure to reach the minimum thresholds specified in the legal-form leases could result in the Company being required to pay back a portion of the previously remitted lease payments from customers. The Company monitors the solar energy systems to ensure that these minimum levels of energy production are being achieved and evaluates if any amounts are due to its customers. Solar energy performance guarantee liabilities were de minimis as of December 31, 2014. | ||||||||||||||||||
Comprehensive Loss | ||||||||||||||||||
As the Company had no other comprehensive income or loss, comprehensive loss is the same as net loss for all periods presented. | ||||||||||||||||||
Revenue Recognition | ||||||||||||||||||
The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery or performance has occurred, (3) the sales price is fixed or determinable and (4) collectability is reasonably assured. The Company generates revenue through power purchase agreements and solar energy system leases, solar renewable energy certificates (“SRECs”) sales, rebate incentives and solar energy system sales. Revenue associated with power purchase agreements and solar energy system leases, SRECs and rebate incentives are included within operating leases and incentives revenue. The Company also recognizes revenue related to the sale of photovoltaic installation software products and devices within solar energy system and product sales. | ||||||||||||||||||
Operating Leases and Incentives Revenue | ||||||||||||||||||
The Company’s primary revenue-generating activity consists of entering into long-term power purchase agreements with residential customers, under which the customer agrees to purchase all of the power generated by the solar energy system for the term of the contract, which is 20 years. The agreement includes a fixed price per kilowatt hour with a fixed annual price escalation percentage (to address the impact of inflation and utility rate increases over the period of the contract). Customers have not historically been charged for installation or activation of the solar energy system. For all power purchase agreements, the Company assesses the probability of collectability on a customer-by-customer basis through a credit review process that evaluates their financial condition and ability to pay. | ||||||||||||||||||
The Company has determined that power purchase agreements should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. As customer payments under a power purchase agreement are dependent on power generation, they are considered contingent rentals and are excluded from future minimum annual lease payments. Revenue from power purchase agreements is recognized based on the actual amount of power generated at rates specified under the contracts, assuming the other revenue recognition criteria discussed above are met. | ||||||||||||||||||
Operating leases and incentives revenue is recorded net of sales tax collected. | ||||||||||||||||||
In 2014, the Company began offering solar energy systems to customers pursuant to legal-form leases in certain markets. The customer agreements are structured as legal-form leases due to local regulations that can be read to prohibit the sale of electricity pursuant to the Company’s standard power purchase agreement. Pursuant to the lease agreements, the customers’ monthly payments are a pre-determined amount calculated based on the expected solar energy generation by the system and includes an annual fixed percentage price escalation (to address the impact of inflation and utility rate increases) over the period of the contracts, which is 20 years. The Company provides its legal-form lease customers a performance guarantee, under which the Company agrees to make a payment at the end of each year to the customer if the solar energy systems do not meet a guaranteed production level in the prior 12-month period. Solar energy performance guarantee liabilities were de minimis as of December 31, 2014. | ||||||||||||||||||
The Company applies for and receives SRECs in certain jurisdictions for power generated by its solar energy systems. When SRECs are granted, the Company typically sells them to other companies directly, or to brokers, to assist them in meeting their own mandatory emission reduction or conservation requirements. The Company recognizes revenue related to the sale of these certificates upon delivery, assuming the other revenue recognition criteria discussed above are met. The portion of SRECs included in operating leases and incentives was $2.6 million, $0.3 million and de minimis for the Successor Periods ended December 31, 2014 and 2013 and the Predecessor Period. There were no SRECs recognized within operating leases and incentives revenue for the Successor Period ended December 31, 2012. | ||||||||||||||||||
The Company considers upfront rebate incentives earned from its solar energy systems to be minimum lease payments and are recognized on a straight-line basis over the life of the long-term customer contracts, assuming the other revenue recognition criteria discussed above are met. The portion of rebates recognized within operating leases and incentives was $0.2 million and de minimis for the Successor Periods ended December 31, 2014 and 2013. There were no rebates recognized within operating leases and incentives revenue for the Predecessor Period and the Successor Period ended December 31, 2012. | ||||||||||||||||||
Solar Energy System and Product Sales | ||||||||||||||||||
Revenue from solar energy system sales is recognized upon the solar energy system passing an inspection by the responsible city department after completion of system installation assuming the remaining revenue recognition criteria discussed above have been met. | ||||||||||||||||||
Revenue from the sale of photovoltaic installation software products and devices is recognized upon delivery of the product to the customer assuming the remaining revenue recognition criteria discussed above have been met. | ||||||||||||||||||
Multiple-Element Arrangements | ||||||||||||||||||
The Company enters into revenue arrangements from the sale of photovoltaic installation software products and devices that consist of multiple elements. Each element in a multiple element arrangement must be evaluated to determine whether it represents a separate unit of account. An element constitutes a separate unit of account when it has standalone value and delivery of an undelivered element is both probable and within the Company’s control. | ||||||||||||||||||
The Company’s typical multiple-element arrangements involve sales of (1) photovoltaic installation hardware devices containing software essential to the hardware product’s functionality (“photovoltaic device”) and (2) stand-alone software, both including the implied right for the customer to receive post-contract customer support (“PCS”) with the purchase of the Company’s products. PCS includes the implied right to receive, on a when and if available basis, future unspecified software upgrades and features as well as bug fixes, email and telephone support. | ||||||||||||||||||
For sales of photovoltaic devices, the Company allocates revenue between (1) the photovoltaic device and (2) PCS using the relative selling price method. Because the Company has not sold these deliverables separately, vendor-specific objective evidence of fair value (“VSOE”) is not available. Additionally, the Company is unable to reliably determine the selling prices of similar competitor products and upgrades on a standalone basis to determine third-party evidence of selling price. As such, the allocation of revenue is based on the Company’s best estimate of selling price (“BESP”). | ||||||||||||||||||
The Company determines BESP for a product or service by considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with and formal approval by the Company’s management, taking into consideration the Company’s marketing strategy. | ||||||||||||||||||
The consideration allocated to the delivered photovoltaic device is recognized at the time of shipment provided that the four general revenue recognition criteria discussed above have been met. The consideration allocated to the PCS is deferred and recognized ratably over the four year estimated life of the devices and the period during which the related PCS is expected to be provided. | ||||||||||||||||||
For sales of software with PCS, revenue is recognized based on software revenue recognition accounting guidance. Because the Company is not able to determine VSOE for the PCS, revenue from the entire arrangement is recognized ratably over four years, which is the economic life over which the upgrades are expected to be provided. | ||||||||||||||||||
Cost of Revenue | ||||||||||||||||||
Cost of Revenue—Operating Leases and Incentives | ||||||||||||||||||
Cost of revenue—operating leases and incentives includes the depreciation of the cost of the solar energy systems and the amortization of capitalized initial direct costs. It also includes other costs related to the processing, account creation, design, installation, interconnection and servicing of solar energy systems that are not capitalized, such as personnel costs not directly associated to a solar energy system installation, warehouse rent and utilities, and fleet vehicle executory costs. The cost of revenue for the sales of SRECs is limited to broker fees which are paid in connection with certain SREC transactions. | ||||||||||||||||||
Cost of Revenue—Solar Energy System and Product Sales | ||||||||||||||||||
Cost of revenue—solar energy system and product sales consists of direct and indirect material and labor costs for solar energy systems. It also consists of materials, personnel costs, depreciation, facilities costs, other overhead costs and infrastructure expenses associated with the manufacturing of the photovoltaic installation software products and devices. | ||||||||||||||||||
Research and Development | ||||||||||||||||||
Research and development expense is primarily comprised of salaries and benefits associated with research and development personnel and other costs related to photovoltaic installation software product and device development. Research and development costs are charged to expense when incurred. The Company’s research and development expense was $1.9 million for the year ended December 31, 2014. Prior to the acquisition of Solmetric in January 2014, the Company did not incur any research and development expenses. | ||||||||||||||||||
Advertising Costs | ||||||||||||||||||
Advertising costs are expensed when incurred and are included in sales and marketing expenses in the consolidated statements of operations. The Company’s advertising expense was $3.5 million, $1.3 million, $0.2 million and $0.2 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period. | ||||||||||||||||||
Other Expense | ||||||||||||||||||
The Company incurred interest and penalties primarily associated with employee payroll withholding tax payments that were not paid in a timely manner of $1.4 million, $1.9 million, a de minimis amount and $0.2 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period. | ||||||||||||||||||
Income Taxes | ||||||||||||||||||
The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. | ||||||||||||||||||
The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. | ||||||||||||||||||
The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within income tax expense (benefit) in the consolidated statements of operations. | ||||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||
Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based employee stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The fair value of each performance-based employee stock option is estimated on the date of grant using the Monte Carlo simulation model. The Company recognizes compensation costs using the accelerated attribution method for all employee stock-based compensation awards that are expected to vest over the requisite service period of the awards, which is generally the awards’ vesting period. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||
Stock-based compensation expense for equity instruments issued to non-employees is recognized based on the estimated fair value of the equity instrument. The fair value of the non-employee awards is subject to remeasurement at each reporting period until services required under the arrangement are completed, which is the vesting date. | ||||||||||||||||||
Post-Employment Benefits | ||||||||||||||||||
The Company participates in a 401(k) Plan sponsored by Vivint that covers all of the Company’s eligible employees. The Company did not provide a discretionary company match to employee contributions during any of the periods presented. | ||||||||||||||||||
Non-Controlling Interests and Redeemable Non-Controlling Interests | ||||||||||||||||||
Non-controlling interests and redeemable non-controlling interests represent fund investors’ interest in the net assets of certain consolidated investment funds, which have been entered into by the Company in order to finance the costs of solar energy systems under long-term customer contracts. The Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the non-controlling interests and redeemable non-controlling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests and redeemable non-controlling interests in the consolidated statements of operations reflect changes in the amounts the fund investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these structures, assuming the net assets of these funding structures were liquidated at recorded amounts. The fund investors’ non-controlling interest in the results of operations of these funding structures is determined as the difference in the non-controlling interests’ claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between the fund and the fund investors. The use of the HLBV methodology to allocate income to the non-controlling and redeemable non-controlling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to non-controlling interests and redeemable non-controlling interests from quarter to quarter. | ||||||||||||||||||
The Company classifies certain non-controlling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable non-controlling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. | ||||||||||||||||||
Loss Contingencies | ||||||||||||||||||
The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If the Company determines that a loss is possible and the range of the loss can be reasonably determined, then the Company discloses the range of the possible loss. The Company regularly evaluates current information available to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. | ||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||
In February 2015, the Financial Accounting Services Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This update makes some targeted changes to current consolidation guidance. These changes impact both the voting and the variable interest consolidation models. In particular, the update will change how companies determine whether limited partnerships or similar entities are VIEs. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company currently consolidates several VIEs and does not anticipate that ASU 2015-02 will have a significant impact on its consolidated financial statements and related disclosures. | ||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 3 | Fair Value Measurements | |||||||||||||||
The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets measured on a recurring basis by level within the fair value hierarchy (in thousands): | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets | |||||||||||||||||
Time deposits | $ | — | $ | 1,900 | $ | — | $ | 1,900 | |||||||||
Money market funds | 607 | — | — | 607 | |||||||||||||
Total financial assets | $ | 607 | $ | 1,900 | $ | — | $ | 2,507 | |||||||||
December 31, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets | |||||||||||||||||
Time deposits | $ | — | $ | 1,900 | $ | — | $ | 1,900 | |||||||||
Money market funds | 620 | — | — | 620 | |||||||||||||
Total financial assets | $ | 620 | $ | 1,900 | $ | — | $ | 2,520 | |||||||||
The carrying amounts of certain financial instruments of the Company, consisting of cash and cash equivalents excluding time deposits; accounts receivable; accounts payable; accounts payable—related party and distributions payable to redeemable non-controlling interests (all Level I) approximate fair value due to their relatively short maturities. Time deposits (Level II) approximate fair value due to their short-term nature (30 days) and, upon renewal, the interest rate is adjusted based on current market rates. The Company’s long-term debt is carried at cost and was $105.0 million as of December 31, 2014. The Company estimated the fair value of long-term debt to approximate its carrying value as interest accrues at a floating rate based on market rates. The Company’s revolving lines of credit—related party were comprised of two lines of credit and were carried at cost of $41.4 million as of December 31, 2013. The Company estimated the fair value of its related party revolving lines of credit to be $39.0 million as of December 31, 2013 based on rates for companies with similar credit ratings and issuances at approximately the same time period and in the same market environment. The Company did not have realized gains or losses related to financial assets for any of the periods presented. |
Business_Acquisitions
Business Acquisitions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Acquisitions | 4 | Business Acquisitions | |||||||
Acquisition of the Company by Investors | |||||||||
As described in Note 1—Organization, the Acquisition was completed on November 16, 2012. The purchase price agreed to in the purchase agreement with the Investors was $75.0 million. The purchase price was subsequently adjusted to $73.1 million based on the carrying balances of the liabilities assumed and a net worth adjustment of $0.4 million. The net purchase consideration transferred was (in thousands): | |||||||||
Cash | $ | 73,130 | |||||||
Less: Cash acquired | (1,472 | ) | |||||||
Total purchase consideration | $ | 71,658 | |||||||
In connection with the Acquisition, the total consideration of $71.7 million paid by the Investors was used for the purchase of all outstanding stock, settlement of the Predecessor’s subordinated debt and related party payables with Vivint and its subsidiaries, settlement of other liabilities of the Predecessor incurred in connection with the Acquisition and settlement of stock-based awards. The Acquisition is reflected as a noncash supplemental disclosure on the consolidated statements of cash flows as no cash flowed through the Company’s accounts. The Company incurred $2.7 million of costs related to special retention bonuses and other payments to employees directly related to the Acquisition and $1.0 million of transaction fees, comprised of investment banking, advisory, legal and accounting fees that were expensed in the Predecessor Period. These expenses are included in general and administrative expenses in the Predecessor Period in the consolidated statements of operations. | |||||||||
Pursuant to the terms of the purchase agreement, $9.5 million of the purchase consideration was placed in escrow for general representations and warranties, rather than specific contingencies or specific assets or liabilities of the Company and was released in 2014. The Company had no right to these funds, nor did it have a direct obligation associated with them. Accordingly, the Company did not include the escrow funds in its consolidated balance sheets. | |||||||||
The estimated fair values of the assets acquired and liabilities assumed are based on information obtained from various sources including third party valuations, management’s internal valuation and historical experience. The fair values of the customer contracts intangible asset and the redeemable non-controlling interest were determined using the income approach and significant estimates relate to assumptions as to the future economic benefits to be received, cash flow projections and discount rates. | |||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): | |||||||||
Current assets acquired | $ | 171 | |||||||
Solar energy systems | 39,532 | ||||||||
Customer contracts | 43,783 | ||||||||
Goodwill | 29,545 | ||||||||
Current liabilities assumed | (15,111 | ) | |||||||
Deferred tax liability, net | (11,643 | ) | |||||||
Revolving line of credit | (4,000 | ) | |||||||
Redeemable non-controlling interests | (10,619 | ) | |||||||
Total | $ | 71,658 | |||||||
The redeemable non-controlling interests represent the fair value of an investor’s interest in the investment funds acquired as part of the Acquisition. The Company has determined that it is the primary beneficiary of the investment funds and, accordingly, consolidates the financial position and results of operations of the investment funds in the consolidated financial statements. | |||||||||
Goodwill, which represents the purchase price in excess of the fair value of net assets acquired, is not expected to be deductible for income tax purposes. This goodwill is reflective of the expected growth in the business, partly based on historical performance, related to the operating leases and incentives revenue that will be generated over the next 20 years from current customers and the expected continued growth of the Company’s customer base through its existing and growing sales channels. | |||||||||
For tax purposes, the acquired intangible assets are not amortized. Accordingly, a deferred tax liability of $16.3 million was recorded for the difference between the book and tax basis related to the intangible assets. Additionally, a deferred tax asset of $4.7 million was recorded as a result of the Company’s net operating losses. | |||||||||
Unaudited Pro Forma Information | |||||||||
The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the Acquisition had occurred as of January 1, 2012 (in thousands): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2012 | |||||||||
Pro forma revenue | $ | 449 | |||||||
Pro forma net loss | (26,604 | ) | |||||||
Pro forma net loss attributable to common stockholders | (24,134 | ) | |||||||
The unaudited pro forma financial information combines the Company’s results of operations as if the Acquisition had occurred as of January 1, 2012. The pro forma results include the acquisition accounting effects resulting from the Acquisition such as the amortization charges from acquired intangible assets, reversal of interest expense related to the revolving line of credit, reversal of costs related to special retention bonuses and other payments to employees and transaction costs directly related to the Acquisition and reversal of the accretion to redemption value of Series B redeemable preferred stock and related tax effects. The pro forma information presented does not purport to present what the actual results would have been had the Acquisition actually occurred on January 1, 2012, nor is the information intended to project results for any future period. | |||||||||
Solmetric Acquisition | |||||||||
In January 2014, the Company completed the acquisition of Solmetric (the “Solmetric Acquisition”), a developer and manufacturer of photovoltaic installation software products and devices. The purchase price agreed to in the purchase agreement with Solmetric was $12.0 million plus a net working capital adjustment resulting in total cash purchase consideration of $12.2 million. In connection with the Solmetric Acquisition, the total consideration of $12.2 million was used for the purchase of all outstanding stock and options of Solmetric, settlement of Solmetric’s short-term promissory note, and settlement of other liabilities including employee-related liabilities of Solmetric incurred in connection with the acquisition. The Company incurred $0.3 million of costs related to retention bonuses to key Solmetric employees and $0.1 million of transaction fees, all of which have been included in the various line items of the consolidated statements of operations for the year ended December 31, 2014. | |||||||||
Pursuant to the terms of the purchase agreement, $1.0 million of the purchase consideration was placed in escrow and is being held for general representations and warranties, rather than specific contingencies or specific assets or liabilities of the Company. The Company has no right to these funds, nor does it have a direct obligation associated with them. Accordingly, the Company does not include the escrow funds in its consolidated balance sheets. Notwithstanding any prior claims to the escrow fund due to a breach of representations and warranties, the escrow was released on the one year anniversary of the Solmetric Acquisition. | |||||||||
The estimated fair values of the assets acquired and liabilities assumed are based on information obtained from various sources including third party valuations, management’s internal valuation and historical experience. The fair values of the intangible assets related to customer relationships, trade names and trademarks, developed technology and in-process research and development were determined using the income approach and significant estimates relate to assumptions as to the future economic benefits to be received, cash flow projections and discount rates. | |||||||||
The purchase price was allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. The purchase price allocation was finalized as of December 31, 2014. | |||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): | |||||||||
Cash acquired | $ | 139 | |||||||
Inventories | 580 | ||||||||
Other current assets acquired | 221 | ||||||||
Property | 77 | ||||||||
Customer relationships | 738 | ||||||||
Trademarks/trade names | 1,664 | ||||||||
Developed technology | 1,295 | ||||||||
In-process research and development | 2,097 | ||||||||
Goodwill | 7,056 | ||||||||
Deferred tax liability, net | (1,478 | ) | |||||||
Current liabilities assumed | (210 | ) | |||||||
Total | $ | 12,179 | |||||||
Goodwill, which represents the purchase price in excess of the fair value of net assets acquired, is not expected to be deductible for income tax purposes. This goodwill is reflective of the value derived from the Company utilizing Solmetric’s advanced technology to improve the installation and efficacy of its solar panels as well as the expected growth in the Solmetric business, based on its historical performance and the expectation of continued growth as the solar industry expands. | |||||||||
For tax purposes, the acquired intangible assets are not amortized. Accordingly, a deferred tax liability of $2.5 million was recorded for the difference between the book and tax basis related to the intangible assets. Additionally, a deferred tax asset of $1.0 million was recorded mainly as a result of Solmetric’s net operating losses. | |||||||||
Financial results for Solmetric since the acquisition date are included in the results of operations for the year ended December 31, 2014. Solmetric contributed $3.2 million of revenues and $0.4 million of net income for the year ended December 31, 2014. | |||||||||
Unaudited Solmetric Pro Forma Information | |||||||||
The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the Solmetric Acquisition had occurred as of January 1, 2013 (in thousands): | |||||||||
Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Pro forma revenue | $ | 25,380 | $ | 9,122 | |||||
Pro forma net loss | (165,734 | ) | (57,046 | ) | |||||
Pro forma net (loss attributable) income available to common stockholders | (28,698 | ) | 5,062 | ||||||
The unaudited pro forma results include the accounting effects resulting from the Solmetric Acquisition, such as the amortization charges from acquired intangible assets, reversal of costs related to special retention bonuses and other payments to employees and transaction costs directly related to the Solmetric Acquisition, elimination of intercompany sales and reversal of the related tax effects. The pro forma information presented does not purport to present what the actual results would have been had the Solmetric Acquisition actually occurred on January 1, 2013, nor is the information intended to project results for any future period. | |||||||||
Solar_Energy_Systems
Solar Energy Systems | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Solar Energy Systems Disclosure [Abstract] | |||||||||
Solar Energy Systems | 5 | Solar Energy Systems | |||||||
Solar energy systems, net consisted of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
System equipment costs | $ | 478,502 | $ | 155,101 | |||||
Initial direct costs related to solar energy systems | 75,349 | 22,250 | |||||||
553,851 | 177,351 | ||||||||
Less: Accumulated depreciation and amortization | (10,186 | ) | (2,075 | ) | |||||
543,665 | 175,276 | ||||||||
Solar energy system inventory | 44,502 | 12,782 | |||||||
Solar energy systems, net | $ | 588,167 | $ | 188,058 | |||||
Solar energy system inventory represents the solar components and materials used in the installation of solar energy systems prior to being installed on customers’ roofs. As such, no depreciation is recorded related to this line item. The Company recorded depreciation and amortization expense related to solar energy systems of $8.1 million and $2.0 million for the years ended December 31, 2014 and 2013. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Property and Equipment | 6 | Property and Equipment | |||||||||
Property and equipment, net consisted of the following (in thousands): | |||||||||||
Estimated | December 31, | December 31, | |||||||||
Useful Lives | 2014 | 2013 | |||||||||
Vehicles acquired under capital leases | 3 years | $ | 13,351 | $ | 4,796 | ||||||
Furniture and computer and other equipment | 3 years | 2,183 | — | ||||||||
Leasehold improvements | 1-3 years | 2,088 | — | ||||||||
17,622 | 4,796 | ||||||||||
Less: Accumulated depreciation and amortization | (4,598 | ) | (1,156 | ) | |||||||
Property and equipment, net | $ | 13,024 | $ | 3,640 | |||||||
The Company recorded depreciation and amortization expense related to property and equipment of $3.4 million and $1.2 million for the years ended December 31, 2014 and 2013. Prior to December 31, 2013, the Company did not have any recorded property and equipment, and therefore, did not record related depreciation and amortization expense in the Successor Periods ended December 31, 2013 and 2012 and the Predecessor Period. | |||||||||||
The Company leases fleet vehicles that are accounted for as capital leases and are included in property and equipment, net. Depreciation on vehicles under capital leases totaling $3.0 million and $1.2 million was capitalized in solar energy systems, net for the years ended December 31, 2014 and 2013. For the year ended December 31, 2014, a de minimis amount of depreciation was also expensed. There was no depreciation on vehicles under capital leases for the Successor Period ended December 31, 2012 or the Predecessor Period. | |||||||||||
Future minimum lease payments under capital leases as of December 31, 2014 were as follows (in thousands): | |||||||||||
Years Ending December 31, | |||||||||||
2015 | $ | 4,029 | |||||||||
2016 | 3,266 | ||||||||||
2017 | 2,625 | ||||||||||
2018 | 669 | ||||||||||
2019 | 46 | ||||||||||
Thereafter | — | ||||||||||
Total minimum lease payments | 10,635 | ||||||||||
Less: interest | 957 | ||||||||||
Present value of capital lease obligations | 9,678 | ||||||||||
Less: current portion | 3,502 | ||||||||||
Long-term portion | $ | 6,176 | |||||||||
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||
Intangible Assets and Goodwill | 7 | Intangible Assets and Goodwill | |||||||
Intangible assets consisted of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Cost: | |||||||||
Customer contracts | $ | 43,783 | $ | 43,783 | |||||
Customer relationships | 738 | — | |||||||
Trademarks/trade names | 1,664 | — | |||||||
Developed technology | 1,295 | — | |||||||
In-process research and development | 2,097 | — | |||||||
Internal-use software | 370 | — | |||||||
Total carrying value | 49,947 | 43,783 | |||||||
Accumulated amortization: | |||||||||
Customer contracts | (31,013 | ) | (16,419 | ) | |||||
Customer relationships | (135 | ) | — | ||||||
Trademarks/trade names | (152 | ) | — | ||||||
Developed technology | (160 | ) | — | ||||||
Total accumulated amortization | (31,460 | ) | (16,419 | ) | |||||
Total intangible assets, net | $ | 18,487 | $ | 27,364 | |||||
The Company recorded amortization expense of $14.9 million for the year ended December 31, 2014, of which $0.1 million was recorded in cost of revenue-solar energy system and product sales. Amortization expense was $14.6 million and $1.8 million for the Successor Periods ended December 31, 2013 and 2012. Prior to the Acquisition on November 16, 2012, the Company did not have any recorded intangible assets, and therefore, no amortization expense was incurred in the Predecessor Period. | |||||||||
As of December 31, 2014, expected amortization expense for the unamortized intangible assets is as follows (in thousands): | |||||||||
Years Ending December 31, | |||||||||
2015 | $ | 13,376 | |||||||
2016 | 611 | ||||||||
2017 | 611 | ||||||||
2018 | 494 | ||||||||
2019 | 323 | ||||||||
Thereafter | 975 | ||||||||
Total | $ | 16,390 | |||||||
In-process research and development reflects projects that have not yet been completed and are not subject to amortization as of December 31, 2014. | |||||||||
The changes in the carrying amounts of goodwill during the year ended December 31, 2014 were as follows (in thousands): | |||||||||
Balance as of December 31, 2013 | $ | 29,545 | |||||||
Goodwill acquired in Solmetric acquisition | 7,056 | ||||||||
Balance as of December 31, 2014 | $ | 36,601 | |||||||
Accrued_Compensation
Accrued Compensation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Compensation Disclosure [Abstract] | |||||||||
Accrued Compensation | 8 | Accrued Compensation | |||||||
Accrued compensation consisted of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 9,888 | $ | 3,142 | |||||
Accrued commissions | 6,575 | 4,206 | |||||||
Accrued employee taxes | 331 | 8,143 | |||||||
Total accrued compensation | $ | 16,794 | $ | 15,491 | |||||
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued and Other Current Liabilities | 9 | Accrued and Other Current Liabilities | |||||||
Accrued and other current liabilities consisted of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales and use tax payable | $ | 5,052 | $ | 5,299 | |||||
Income tax payable | 4,097 | 3,061 | |||||||
Accrued professional fees | 1,289 | — | |||||||
Deferred rent | 1,090 | — | |||||||
Accrued unused commitment fees and interest | 478 | — | |||||||
Fleet expenses | 470 | — | |||||||
Accrued penalties and interest | — | 1,909 | |||||||
Other accrued expenses | 1,540 | 38 | |||||||
Total accrued and other current liabilities | $ | 14,016 | $ | 10,307 | |||||
Debt_Obligations
Debt Obligations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Obligations | 10 | Debt Obligations | |||||||
Debt obligations consisted of the following (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long-term debt | $ | 105,000 | $ | — | |||||
Revolving lines of credit—related party | — | 41,412 | |||||||
Total debt | $ | 105,000 | $ | 41,412 | |||||
Bank of America, N.A. Aggregation Credit Facility | |||||||||
In September 2014, the Company entered into an aggregation credit facility (the “Aggregation Facility”) pursuant to which the Company may borrow up to an aggregate of $350.0 million and, upon the satisfaction of certain conditions and the approval of the lenders, up to an additional aggregate of $200.0 million in borrowings with certain financial institutions for which Bank of America, N.A. is acting as administrative agent. For accounting purposes, the Aggregation Facility is considered a modification of a term loan credit facility entered into in May 2014 described below. | |||||||||
Prepayments are permitted under the Aggregation Facility, and the principal and accrued interest on any outstanding loans mature on March 12, 2018. Under the Aggregation Facility, interest on borrowings accrues at a floating rate equal to either (1)(a) the London Interbank Offer Rate (“LIBOR”) or (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the administrative agent’s prime rate and (iii) LIBOR plus 1% and (2) a margin that varies between 3.25% during the period during which the Company may incur borrowings and 3.50% after such period. Interest is payable at the end of each interest period that the Company may elect as a term of either one, two or three months. | |||||||||
The borrower under the Aggregation Facility is Vivint Solar Financing I, LLC, one of the Company’s indirect wholly owned subsidiaries, which in turn holds the Company’s interests in the managing members in the Company’s existing investment funds. These managing members guarantee the borrower’s obligations under the Aggregation Facility. In addition, Vivint Solar Holdings, Inc. has pledged its interests in the borrower, and the borrower has pledged its interests in the guarantors as security for the borrower’s obligations under the Aggregation Facility. The related solar energy systems are not subject to any security interest of the lenders, and there is no recourse to the Company in the case of a default. | |||||||||
The Aggregation Facility includes customary covenants, including covenants that restrict, subject to certain exceptions, the borrower’s, and the guarantors’ ability to incur indebtedness, incur liens, make investments, make fundamental changes to their business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. Among other restrictions, the Aggregation Facility provides that the borrower may not incur any indebtedness other than that related to the Aggregation Facility or in respect of permitted swap agreements, and that the guarantors may not incur any indebtedness other than that related to the Aggregation Facility or as permitted under existing investment fund transaction documents. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. As of December 31, 2014, the Company was in compliance with such covenants. | |||||||||
As of December 31, 2014, the Company had incurred an aggregate of $105.0 million in term loan borrowings, of which approximately $75.7 million was used to repay the outstanding principal and accrued and unpaid interest under the May 2014 term loan credit facility discussed below. The remaining borrowing capacity was $245.0 million as of December 31, 2014. However, the Company does not have immediate access to the remaining $245.0 million balance as future borrowings are dependent on when it has solar energy system revenue to collateralize the borrowings. | |||||||||
The Aggregation Facility also contains certain customary events of default. If an event of default occurs, lenders under the Aggregation Facility will be entitled to take various actions, including the acceleration of amounts due under the Aggregation Facility and foreclosure on the interests of the borrower and the guarantors that have been pledged to the lenders. | |||||||||
Interest expense was approximately $1.4 million in the year ended December 31, 2014. As of December 31, 2014, the current portion of deferred financing costs of $2.5 million was recorded in prepaid expenses and other current assets, and the long-term portion of deferred financing costs of $5.5 million was recorded in other non-current assets, net in the consolidated balance sheet. In addition, a $1.5 million interest reserve amount was deposited in an interest reserve account with the administrative agent and is included in restricted cash. | |||||||||
Bank of America, N.A. Term Loan Credit Facility | |||||||||
In May 2014, the Company entered into a term loan credit facility for an aggregate principal amount of $75.5 million with certain financial institutions for which Bank of America, N.A. acted as administrative agent. In September 2014 in connection with the entry into the Aggregation Facility, the Company repaid the then outstanding $75.5 million in aggregate borrowings and terminated the agreement. Under this credit facility, the Company incurred interest on the term borrowings that accrued at a floating rate based on (1) LIBOR plus a margin equal to 4%, or (2) a rate equal to 3% plus the greatest of (a) the Federal Funds Rate plus 0.5%, (b) the administrative agent’s prime rate and (c) LIBOR plus 1%. Interest expense from inception of this credit facility in May 2014 through payoff in September 2014 was approximately $1.3 million. | |||||||||
The credit facility included customary covenants, including covenants that restricted, subject to certain exceptions, the Company’s ability to incur indebtedness, incur liens, make investments, make fundamental changes to the Company’s business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. As of the day on which borrowings under the credit facility were repaid, the Company was in compliance with all such covenants. In addition, the $1.6 million interest reserve amount that was deposited in an interest reserve account with the administrative agent was released upon termination of the credit facility. | |||||||||
Revolving Lines of Credit—Related Party | |||||||||
On October 9, 2014, the Company repaid $58.8 million in aggregate borrowings and interest owed to Vivint under the 2013 Loan Agreement and the 2012 Loan Agreement defined below. These loan agreements were terminated upon repayment. | |||||||||
In May 2013, the Company entered into a Subordinated Note and Loan Agreement with APX Parent Holdco, Inc., pursuant to which the Company was able to incur up to $20.0 million in revolver borrowings (“2013 Loan Agreement”). From May 2013 through December 2013, the Company incurred $18.5 million in principal borrowings under the agreement. Interest accrued on these borrowings at 12% per year through November 2013 and 20% per year thereafter, and accrued interest was paid-in-kind through additions to the principal amount on a semi-annual basis. In January 2014, the Company amended and restated the 2013 Loan Agreement, pursuant to which the Company was able to incur an additional $30.0 million in revolver borrowings, resulting in a total borrowing capacity of $50.0 million, with interest on the borrowings accruing at a rate of 12% per year. From January 2014 through September 2014, the Company incurred an aggregate of $154.5 million in revolver borrowings under the 2013 Loan Agreement of which $141.5 million was repaid within one to eight days from the respective borrowing date. None of these borrowings individually exceeded the borrowing capacity of $50.0 million. Interest expense was $3.1 million and $1.5 million for the years ended December 31, 2014 and 2013. There was no associated interest expense incurred during the Successor Period ended December 31, 2012 and the Predecessor Period. | |||||||||
In December 2012 and amended in July 2013, the Company entered into a Subordinated Note and Loan Agreement with Vivint pursuant to which the Company could incur revolver borrowings of up to $20.0 million (“2012 Loan Agreement”). In December 2012, the Company incurred $15.0 million in revolver borrowings. From January 2013 through May 2013, the Company incurred an additional $5.0 million in revolver borrowings. Interest accrued on these borrowings at 7.5% per year, and accrued interest was paid-in-kind through additions to the principal amount on a semi-annual basis. Interest expense was $1.3 million, $1.5 million and de minimis for the Successor Periods ended December 31, 2014, 2013 and 2012. There was no interest expense incurred during the Predecessor Period. | |||||||||
In November 2013, the Company entered into a Subordinated Note and Loan Agreement with APX Parent Holdco, Inc. for a one day loan of $20.0 million to obtain funding for an investment fund and repaid the full amount the next day. The imputed interest on the principal amount was not significant. | |||||||||
In July 2013, the Company entered into a Subordinated Note and Loan Agreement with APX Parent Holdco, Inc. for a one day loan of $40.0 million to obtain funding for an investment fund and repaid the full amount the next day. The imputed interest on the principal amount was not significant. | |||||||||
Revolving Line of Credit | |||||||||
In July 2012, the Company entered into a credit agreement with a financial institution pursuant to which it could incur up to $15.0 million in revolver borrowings. In 2012, the Company incurred $6.5 million in principal borrowings under the agreement. The interest rate on these borrowings accrued at a rate equal to the LIBOR plus 10%. The weighted-average interest rate of short-term borrowings was 10.5% for both the Predecessor Period and the Successor Periods ended December 31, 2012 and 2013. The Company repaid all borrowings and terminated the agreement in June 2013. Interest expense was approximately $0.2 million, $0.1 million and $0.1 million in the Successor Periods ended December 31, 2013 and 2012 and the Predecessor Period. No interest expense was recorded for the year ended December 31, 2014 as the agreement was terminated in June 2013. |
Investment_Funds
Investment Funds | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summarized Financial Data Of Subsidiary [Abstract] | |||||||||
Investment Funds | 11 | Investment Funds | |||||||
As of December 31, 2014, the Company had formed 12 investment funds for the purpose of funding the purchase of solar energy systems. The Company has aggregated the financial information of the investment funds in the table below. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheets were as follows (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 12,641 | $ | 3,092 | |||||
Accounts receivable, net | 1,542 | 544 | |||||||
Total current assets | 14,183 | 3,636 | |||||||
Solar energy systems, net | 525,903 | 152,565 | |||||||
Total assets | $ | 540,086 | $ | 156,201 | |||||
Liabilities | |||||||||
Current liabilities: | |||||||||
Distributions payable to non-controlling interests and redeemable | $ | 6,780 | $ | 1,576 | |||||
non-controlling interests | |||||||||
Current portion of deferred revenue | 237 | 68 | |||||||
Total current liabilities | 7,017 | 1,644 | |||||||
Deferred revenue, net of current portion | 4,335 | 1,272 | |||||||
Total liabilities | $ | 11,352 | $ | 2,916 | |||||
The Company consolidates the investment funds, and all intercompany balances and transactions between the Company and the investment funds are eliminated in the consolidated financial statements. The Company determined that each of these investment funds meets the definition of a VIE. The Company uses a qualitative approach in assessing the consolidation requirement for VIEs that focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | |||||||||
The Company has considered the provisions within the contractual arrangements that grant it power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated long term customer contracts to be sold or contributed to the VIE, and installation, operation and maintenance of the solar energy systems. The Company considers that the rights granted to the other investors under the contractual arrangements are more protective in nature rather than participating rights. As such, the Company has determined it is the primary beneficiary of the VIEs for all periods presented. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. | |||||||||
Fund investors for three of the funds are managed indirectly by the Sponsor and accordingly are considered related parties. As of December 31, 2014 and 2013, the cumulative total of contributions into the VIEs by all investors was $480.2 million and $140.7 million, of which $110.0 million and $60.0 million were contributed by related parties. | |||||||||
The Company had an arrangement with a large financial institution that was not operational through 2014. In December 2014, this arrangement was terminated. All funds, except for one, were operational as of December 31, 2014. The Company did not have any assets, liabilities or activity associated with this non-operational fund. Total available committed capital under this fund was $75.0 million as of December 31, 2014. | |||||||||
Under the related agreements, cash distributions of income and other receipts by the fund, net of agreed-upon expenses and estimated expenses, tax benefits and detriments of income and loss, and tax benefits of tax credits, are assigned to the fund investor and Company’s subsidiary as specified in contractual arrangements. Certain of these arrangements have call and put options to acquire the investor’s equity interest as specified in the contractual agreements. | |||||||||
Guarantees | |||||||||
With respect to the investment funds, the Company and the fund investors have entered into guaranty agreements under which the Company guarantees the performance of certain financial obligations of its subsidiaries to the investment funds. These guarantees do not result in the Company being required to make payments to the fund investors unless such payments are mandated by the investment fund governing documents and the investment fund fails to make such payment. | |||||||||
The Company is contractually obligated to make certain VIE investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of investment tax credits. The Company has concluded that the likelihood of a recapture event is remote and consequently has not recorded any liability in the consolidated financial statements for any potential recapture exposure. The maximum potential future payments that the Company could have to make under this obligation would depend on the IRS successfully asserting upon audit that the fair market values of the solar energy systems sold or transferred to the funds as determined by the Company exceeded the allowable basis for the systems for purposes of claiming ITCs. The fair market values of the solar energy systems and related ITCs are determined and the ITCs are allocated to the fund investors in accordance with the funds governing agreements. Due to uncertainties associated with estimating the timing and amounts of distributions, the likelihood of an event that may trigger repayment, forfeiture or recapture of ITCs to such investors, and the fact that the Company cannot determine how the IRS will evaluate system values used in claiming ITCs, the Company cannot determine the potential maximum future payments that are required under these guarantees. | |||||||||
For a certain fund, if it does not have sufficient cash flows to make a stated cash distribution to the fund investor each annual period, the Company’s subsidiary (which is the managing member of the fund) is obligated to contribute additional cash sufficient to allow the investment fund to make such distribution to the fund investor. The Company has not made payments under its guarantee of performance of the obligations of the subsidiary in prior periods because the fund has generated sufficient cash flow to make the stated cash distributions to the fund investor. The Company has determined that the maximum potential exposure under the guarantee to the fund is not significant. | |||||||||
In December 2014, the Company accrued an adjustment to reimburse the investor of one of its investment funds a portion of capital contributed and to reduce the anticipated customer revenue in order to true up the investor’s expected rate of return due to a delay in solar energy systems being interconnected to the utility grid. As such, the Company recorded a $4.0 million accrued distribution as of December 31, 2014. | |||||||||
As a result of the guaranty arrangements in certain funds, as of December 31, 2014 and 2013, the Company is required to hold minimum cash balances of $5.0 million in the aggregate for both periods, which are classified as restricted cash on the consolidated balance sheets. |
Redeemable_NonControlling_Inte
Redeemable Non-Controlling Interests, Equity and Preferred Stock | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Redeemable Non-Controlling Interests, Equity and Preferred Stock | 12 | Redeemable Non-Controlling Interests, Equity and Preferred Stock | |||||||
Common Stock | |||||||||
The Company has 1.0 billion authorized shares of common stock. As of December 31, 2014 and 2013, the Company had 105.3 million and 75.0 million shares of common stock issued and outstanding. | |||||||||
The Company had shares of common stock reserved for issuance as follows (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Awards issued and outstanding | 10,053 | 6,609 | |||||||
Awards available for grant under equity incentive plans | 8,783 | 2,567 | |||||||
Long-term incentive plan | 4,059 | 4,059 | |||||||
Total | 22,895 | 13,235 | |||||||
On October 6, 2014, the Company closed its initial public offering in which 20.6 million shares of its common stock were sold at a public offering price of $16.00 per share, which generated net proceeds, after deducting underwriting discounts and commissions and $8.8 million in offering expenses, of $300.6 million. | |||||||||
In August 2014, the Company issued and sold an aggregate of 2.7 million shares of common stock to 313 for $10.667 per share for aggregate proceeds of $28.5 million. In September 2014, the Company issued and sold an aggregate of 7.0 million additional shares to 313 and two of its directors for $10.667 per share for aggregate gross proceeds of $75.0 million. The Company intended for the proceeds from such sales to fund its growing operations and to bolster its financial condition in advance of its initial public offering. The transactions were negotiated on an arms’ length basis and represented what the Company believed to be the most agreeable alternative at the time. Subsequent to such transactions, the Company set the preliminary price range for its initial public offering, the mid-point of which was $17.00 per share. The Company has determined that, for financial reporting purposes, it is appropriate to record the aggregate difference between the per share purchase price and mid-point of the preliminary price range for its initial public offering with respect to the shares sold to the two directors, or $14.8 million, as stock-based compensation expense, which was recorded in general and administrative expense. Regarding the shares of common stock sold to 313, the Company has also determined that for financial reporting purposes, it is appropriate to record the aggregate difference of $43.4 million as a deemed distribution within additional paid-in capital. | |||||||||
Immediately prior to the Acquisition, the Company had 25,000 shares of Series A common stock and 25,000 shares of Series B common stock outstanding. In connection with the Acquisition, all outstanding shares of Series A common stock and Series B common stock were purchased and subsequently cancelled. After the Acquisition the Company had 75.0 million shares of common stock issued and outstanding. | |||||||||
Non-Controlling Interests and Redeemable Non-Controlling Interests | |||||||||
Four of the funds each include a right for the non-controlling interest holder to elect to require the Company’s wholly owned subsidiary to purchase all of its membership interests in the fund after a stated period of time (each, a “Put Option”). In one of the funds, the Company’s wholly owned subsidiary has the right to elect to require the non-controlling interest holder to sell all of its membership units to the Company’s wholly owned subsidiary (the “Call Option”) after the expiration of the non-controlling interest holder’s Put Option. In the three other funds, the Company’s wholly owned subsidiary has a Call Option for a stated period prior to the effectiveness of the Put Option. In the remaining eight funds there is a Call Option which is exercisable after a stated period of time. | |||||||||
The purchase price for the fund investor’s interest in the four funds under the Put Options is the greater of fair market value at the time the option is exercised and a specified amount, ranging from $0.7 million to $4.1 million. The Put Options for these four funds are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Put Options are expected to become exercisable prior to 2017. | |||||||||
Because the Put Options represent redemption features that are not solely within the control of the Company, the non-controlling interests in these funds is presented outside of permanent equity. Redeemable non-controlling interests are reported using the greater of their carrying value at each reporting date (which is impacted by attribution under the hypothetical liquidation at book value method) or their estimated redemption value in each reporting period. The carrying value of redeemable non-controlling interests at December 31, 2014 and 2013 was greater than the redemption value. | |||||||||
The purchase price for the fund investors’ interests under the Call Options varies by fund, but is generally the greater of a specified amount, which ranges from approximately $0.7 million to $7.0 million, the fair market value of such interest at the time the option is exercised, or an amount that causes the fund investor to achieve a specified return on investment. The Call Options for all 12 funds are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Call Options are expected to become exercisable prior to 2018. | |||||||||
Preferred Stock | |||||||||
In October 2014, the Company authorized 10.0 million shares of preferred stock that is issuable in series. As of December 31, 2014, there were no series of preferred stock issued or designated. | |||||||||
In January 2012, the Company issued 4,171 shares of Series B redeemable preferred stock at $1,199 per share for aggregate gross proceeds of $5.0 million. The Company classified the Series B redeemable preferred stock outside of permanent equity as it was redeemable at the option of the holder or upon a change in control. | |||||||||
Immediately prior to the Acquisition, the Company had 25,000 shares of Series A preferred stock and 8,342 shares of Series B redeemable preferred stock outstanding. Due to the change in control upon the Acquisition, the Company recorded accretion of $20.0 million in relation to the redemption of the Series B redeemable preferred stock. All outstanding shares of the Series A preferred stock were purchased and subsequently cancelled in connection with the Acquisition. Accordingly, the Company did not have any authorized or outstanding redeemable preferred stock or preferred stock as of December 31, 2013. |
Equity_Compensation_Plans
Equity Compensation Plans | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||
Equity Compensation Plans | 13 | Equity Compensation Plans | ||||||||||||||||
2014 Equity Incentive Plan | ||||||||||||||||||
The Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which became effective the first business day prior to the effectiveness of the Company’s registration statement on Form S-1, which occurred on September 30, 2014. Under the 2014 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants. | ||||||||||||||||||
Under the 2014 Plan, a total of 8.8 million shares of common stock initially are reserved for issuance, subject to adjustment in the case of certain events, of which 22,400 awards were issued and outstanding as of December 31, 2014. In addition, any shares that otherwise would be returned to the Omnibus Plan (as defined below) as the result of the expiration or termination of options, may be added to the 2014 Plan. During 2014, 5,000 shares were forfeited in the Omnibus Plan (as defined below) and returned to the 2014 Plan. The number of shares available for issuance under the 2014 Plan is subject to an annual increase on the first day of each year beginning in 2015, equal to the least of 8.8 million shares, 4% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year and an amount of shares as determined by the Company. | ||||||||||||||||||
2013 Omnibus Incentive Plan; Non-plan Option Grant | ||||||||||||||||||
In July 2013, the Company adopted the 2013 Omnibus Incentive Plan (the “Omnibus Plan”), which was terminated in connection with the adoption of the 2014 Plan in September 2014, and accordingly no additional shares are available for issuance under the Omnibus Plan. The Omnibus Plan will continue to govern outstanding awards granted under the plan. In August 2013, the Company granted an option to purchase 617,647 shares of common stock outside of the Omnibus Plan; however the provisions of this option were substantially similar to those of the options granted pursuant to the Omnibus Plan. | ||||||||||||||||||
During 2014 and 2013, the Company granted options of which one-third are subject to ratable time-based vesting over a five year period and two-thirds are subject to vesting upon certain performance conditions and the achievement of certain investment return thresholds by 313. The options have a ten-year contractual period. | ||||||||||||||||||
In April 2014, the Company amended the vesting schedules of certain options outstanding under the Omnibus Plan and an option granted outside of the Omnibus Plan described above to provide that a portion of each of these options vests upon the Company’s aggregate market capitalization (using the 30-day, volume-weighted average closing bid price listed on the New York Stock Exchange) being equal to or exceeding $1.0 billion at the end of any trading day at least 240 days following the completion of the Company’s public offering. | ||||||||||||||||||
During the year ended December 31, 2014, the Company recorded $5.8 million in stock-based compensation related to the performance conditions as the performance conditions were met. As of December 31, 2014, there were 6.7 million shares subject to outstanding options that are subject to performance and market conditions. | ||||||||||||||||||
A summary of stock option activity is as follows (in thousands, except term and per share amounts): | ||||||||||||||||||
Weighted | ||||||||||||||||||
Weighted- | Average | |||||||||||||||||
Shares | Average | Remaining | Aggregate | |||||||||||||||
Underlying | Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Term | Value | |||||||||||||||
Outstanding—December 31, 2013 | 6,609 | $ | 1 | $ | 12,755 | |||||||||||||
Granted | 3,493 | 1.6 | ||||||||||||||||
Exercised | — | — | ||||||||||||||||
Cancelled | (49 | ) | 1.03 | |||||||||||||||
Outstanding—December 31, 2014 | 10,053 | $ | 1.21 | 8.8 | $ | 80,790 | ||||||||||||
Options vested and exercisable—December 31, 2013 | 186 | $ | 1 | 9.5 | $ | 359 | ||||||||||||
Options vested and exercisable—December 31, 2014 | 764 | $ | 1.06 | 8.7 | $ | 6,241 | ||||||||||||
Options vested and expected to vest—December 31, 2013 | 2,001 | $ | 1 | 9.6 | $ | 3,862 | ||||||||||||
Options vested and expected to vest—December 31, 2014 | 8,559 | $ | 1.21 | 8.8 | $ | 68,463 | ||||||||||||
The following table summarizes stock option activity by range of exercise price as of December 31, 2014 (number of awards in thousands): | ||||||||||||||||||
Awards Outstanding | Awards Exercisable | |||||||||||||||||
Weighted Average | ||||||||||||||||||
Number of Awards | Remaining | Weighted Average | Number of Awards | Weighted Average | ||||||||||||||
Range of Exercise Price | Outstanding | Contractual Life | Exercise Price | Exercisable | Exercise Price | |||||||||||||
$0.00 - $1.00 | 6,565 | 8.6 | $ | 1 | 620 | $ | 1 | |||||||||||
$1.01 - $2.00 | 3,156 | 9.1 | 1.3 | 144 | 1.3 | |||||||||||||
$2.01 - $10.00 | 320 | 9.5 | 4.14 | — | — | |||||||||||||
$10.01 - $16.00 | 12 | 9.7 | 16 | — | — | |||||||||||||
Total | 10,053 | 8.8 | $ | 1.21 | 764 | $ | 1.06 | |||||||||||
The weighted-average grant-date fair value of time-based options granted during the year ended December 31, 2014 and 2013 was $4.69 and $0.91 per share. The weighted-average grant-date fair value of performance-based options granted during the year ended December 31, 2014 and 2013 was $2.80 and $2.23 per share. There were no options exercised during the periods presented. Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock. | ||||||||||||||||||
As of December 31, 2014 and 2013, there were approximately $12.5 million and $4.9 million of total unrecognized stock-based compensation expense, net of estimated forfeitures related to nonvested time-based and performance condition stock options. As of December 31, 2014 and 2013, the time-based awards are expected to be recognized over the weighted average period of 2.6 years and 2.7 years. As of December 31, 2014, the performance-based awards are expected to be recognized over a weighted period of 1.9 years. | ||||||||||||||||||
During 2014, a total of 22,400 restricted stock units were granted to two members of the Company’s Board of Director’s. During 2014, a total of $0.1 million of expense was recorded related to this grant. These units vest in June 2015. The total fair value of options vested for the year ended December 31, 2014 and 2013 was $1.0 million and $0.1 million. | ||||||||||||||||||
Long-term Incentive Plan | ||||||||||||||||||
In July 2013, the Company’s board of directors approved 4.1 million shares of common stock for six Long-term Incentive Plan Pools (“LTIP Pools”) that comprise the 2013 Long-term Incentive Plan (the “LTIP”). The purpose of the LTIP is to attract and retain key service providers and strengthen their commitment to the Company by providing incentive compensation measured by reference to the value of the shares of the Company’s common stock. Eligible participants include nonemployees, which is comprised of direct sales personnel, who sell the solar energy system contracts, employees that install and maintain the solar energy systems and employees that recruit new employees to the Company. | ||||||||||||||||||
Based on the terms of the agreement, participants are allocated a portion of the LTIP Pools relative to the performance of other participants. LTIP awards to employees are considered to be granted when the allocation of the LTIP Pools to each participant is fixed which occurs once performance and service conditions are met. The performance conditions include the execution of a public offering or change of control or a declaration of a payment by the compensation committee. In addition, after the performance condition is achieved, participants must fulfill service or other conditions based on shareholder return to vest in the award. Expense associated with the units will be recognized once the units have been granted to individual participants. | ||||||||||||||||||
The Company amended five of six of the LTIP Pools in April 2014 and the final pool in August 2014. The amendment modified the date on which each participant’s award is fixed from the date of a public offering to a subsequent date based on fulfilling certain service or other performance conditions based on stockholder returns, which will be the same date on which the award vests. No LTIP awards have been granted to specific employees as of December 31, 2014. | ||||||||||||||||||
Nonemployee awards are granted and will be measured on the date on which the performance is complete, which is the date the service or other performance conditions are achieved. The Company recognizes stock-based compensation expense based on the lowest aggregate fair value of the non-employee awards at the reporting date. The Company has not recognized any expense related to the LTIP in any of the periods presented. | ||||||||||||||||||
Determination of Fair Value of Stock Options | ||||||||||||||||||
The Company estimates the fair value of the time-based stock options granted on each grant date using the Black-Scholes-Merton option pricing model and applies the accelerated attribution method for expense recognition. The Company estimates the fair value and the vesting period of the performance-based options granted on each grant date using the Monte Carlo simulation method. | ||||||||||||||||||
The fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions: | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Expected term (in years) | 6.2 | 6.3 | — | 6.3 | ||||||||||||||
Volatility | 87.1 | % | 80 | % | — | 67 | % | |||||||||||
Risk-free interest rate | 1.9 | % | 1.7 | % | — | 1.2 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | — | 0 | % | |||||||||||
Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the fair value of the underlying common stock, (2) the expected term of the option, (3) the expected volatility of the price of the Company’s common stock, (4) risk-free interest rates and (5) the expected dividend yield of the Company’s common stock. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. | ||||||||||||||||||
These assumptions and estimates are as follows: | ||||||||||||||||||
· | Fair Value of Common Stock. As the Company’s common stock is publicly traded, the fair value of the Company’s common stock is the close price on the grant date. Prior to the initial public offering, the fair value of common stock was estimated. The fair values of the common stock underlying the Company’s stock-based awards were determined by the Company’s board of directors, which considered numerous objective and subjective factors to determine the fair value of common stock at each grant date. These factors included, but were not limited to, the lack of marketability of the Company’s common stock and developments in the business. A significant factor considered for awards granted approaching the initial public offering was the expected offering price. | |||||||||||||||||
· | Expected Term. The expected term represents the period that the Company’s option awards are expected to be outstanding. The Company utilized the simplified method in estimating the expected term of its options granted. The simplified method deems the term to be the average of the time to vesting and the contractual life of the options. The Company also considered additional factors including the expected lives used by a peer group of companies within the industry that it considers to be comparable to its business. | |||||||||||||||||
· | Expected Volatility. The volatility is derived from the average historical stock volatilities of a peer group of public companies within the Company’s industry that it considers to be comparable to its business over a period equivalent to the expected term of the stock-based grants. The Company did not rely on implied volatilities of traded options in the industry peers’ common stock because of the low volume of activity. | |||||||||||||||||
· | Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term. | |||||||||||||||||
· | Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. | |||||||||||||||||
The Company estimates potential forfeitures of stock grants and adjusts stock-based compensation expense accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock-based compensation expenses to be recognized in future periods. | ||||||||||||||||||
The fair values using the Monte Carlo Simulation method were estimated on each grant date using the following weighted-average assumptions: | ||||||||||||||||||
Year Ended | ||||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Volatility | 80 | % | 80 | % | ||||||||||||||
Risk-free interest rate | 2.7 | % | 2.6 | % | ||||||||||||||
Stock-based compensation was included in operating expenses as follows (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 20121 | 2012 | |||||||||||||||
Cost of revenue—operating leases and incentives | $ | 1,105 | $ | 6 | $ | — | $ | — | ||||||||||
Sales and marketing | 860 | 51 | — | — | ||||||||||||||
General and administrative | 21,722 | 237 | — | 155 | ||||||||||||||
Total stock-based compensation | $ | 23,687 | $ | 294 | $ | — | $ | 155 | ||||||||||
(1) No stock options were outstanding during the Successor Period from November 17, 2012 through December 31, 2012. | ||||||||||||||||||
In September 2014, the Company recorded $14.8 million of stock-based compensation expense in general and administrative expense related to the sale of shares of common stock to two of its directors as discussed in Note 12—Redeemable Non-controlling Interests, Equity and Preferred Stock. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||
Income Taxes | 14 | Income Taxes | ||||||||||||||||
The income tax (benefit) expense is composed of the following (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Current: | ||||||||||||||||||
Federal | $ | 1,358 | $ | 2,492 | $ | — | $ | — | ||||||||||
State | 4,035 | 569 | 1 | 7 | ||||||||||||||
Total current expense | 5,393 | 3,061 | 1 | 7 | ||||||||||||||
Deferred: | ||||||||||||||||||
Federal | (9,636 | ) | (2,900 | ) | (932 | ) | — | |||||||||||
State | (2,827 | ) | (38 | ) | (143 | ) | — | |||||||||||
Total deferred benefit | (12,463 | ) | (2,938 | ) | (1,075 | ) | — | |||||||||||
Income tax (benefit) expense | $ | (7,070 | ) | $ | 123 | $ | (1,074 | ) | $ | 7 | ||||||||
The Company operates in only one federal jurisdiction, the United States. The following table presents a reconciliation of the tax benefit computed at the statutory federal rate and the Company’s tax (benefit) expense (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Income tax benefit—computed as 35% of pretax loss | $ | (60,546 | ) | $ | (19,721 | ) | $ | (1,488 | ) | $ | (4,569 | ) | ||||||
Effect of non-controlling interests and redeemable | 47,962 | 21,737 | 238 | 602 | ||||||||||||||
non-controlling interests | ||||||||||||||||||
Effect of nondeductible acquisition costs | 21 | — | 270 | — | ||||||||||||||
Effect of nondeductible expenses | 6,617 | 1,439 | — | 25 | ||||||||||||||
State and local income tax expenses | 616 | 343 | (94 | ) | (378 | ) | ||||||||||||
Amortization of prepaid tax asset | 2,199 | 474 | — | — | ||||||||||||||
Valuation allowance | — | — | — | 4,325 | ||||||||||||||
Effect of tax credits | (3,939 | ) | (4,472 | ) | — | — | ||||||||||||
Other | — | 323 | — | 2 | ||||||||||||||
Income tax (benefit) expense | $ | (7,070 | ) | $ | 123 | $ | (1,074 | ) | $ | 7 | ||||||||
Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): | ||||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Deferred tax assets: | ||||||||||||||||||
Equity compensation | $ | 3,738 | $ | 174 | ||||||||||||||
Accruals and reserves | 3,335 | 540 | ||||||||||||||||
Tax credits | 399 | 2,776 | ||||||||||||||||
Net operating losses | 198 | — | ||||||||||||||||
Investment in solar funds | 146 | 166 | ||||||||||||||||
Gross deferred tax assets | 7,816 | 3,656 | ||||||||||||||||
Valuation allowance | (222 | ) | — | |||||||||||||||
Net deferred tax assets | 7,594 | 3,656 | ||||||||||||||||
Deferred tax liabilities: | ||||||||||||||||||
Investment in solar funds | (106,664 | ) | (31,039 | ) | ||||||||||||||
Depreciation and amortization | (9,493 | ) | (10,993 | ) | ||||||||||||||
Gross deferred tax liabilities | (116,157 | ) | (42,032 | ) | ||||||||||||||
Net deferred tax liabilities | $ | (108,563 | ) | $ | (38,376 | ) | ||||||||||||
The Company sells solar energy systems to the investment funds. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales, any tax expense incurred related to these intercompany sales should be deferred and amortized over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. Accordingly, the Company has recorded a prepaid tax asset, net of $111.9 million and $30.7 million as of December 31, 2014 and 2013. | ||||||||||||||||||
The current portion of deferred tax assets of $3.7 million and $3.1 million was included in prepaid and other current assets as of December 31, 2014 and 2013. The future reversal of deferred tax liabilities is expected to produce a sufficient source of future taxable income of the necessary character and in the necessary periods and jurisdictions to support the realization of these deferred tax assets. As such, no valuation allowance is required. | ||||||||||||||||||
The Company had net operating loss carryforwards of approximately $0.3 million and zero related to federal and $1.5 million and zero related to state (collectively the “NOLs”), available to offset future taxable income as of December 31, 2014 and 2013. These NOLs expire in varying amounts from 2031 through 2034 for federal tax purposes and from 2025 through 2034 for state tax purposes if unused. The Company anticipates existing federal NOLs will be utilized by taxable gains in future periods. The Company recognized a valuation allowance of $0.2 million for the existing state NOLs due to state-imposed limitations on their utilization. | ||||||||||||||||||
The Company reported federal business tax credits, primarily composed of federal investment tax credits, of $3.9 million and $4.5 million for the years ended December 31, 2014 and 2013. The Company accounts for its federal business tax credits as a reduction of income tax expense in the year in which the credits arise. | ||||||||||||||||||
Uncertain Tax Positions | ||||||||||||||||||
As of December 31, 2014 and 2013, the Company had no unrecognized tax benefits. There were no interest and penalties accrued for any uncertain tax positions as of December 31, 2014 and 2013. The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized benefits will increase or decrease within 12 months of the year ended December 31, 2014. The Company is subject to taxation and files income tax returns in the United States, and various state and local jurisdictions. Substantially all of the Company’s federal, state and local income tax returns since inception are still subject to audit. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||
Related Party Transactions | 15 | Related Party Transactions | ||||||||||||||||
The Company’s operations included the following expenses from related party transactions (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Cost of revenue—operating leases and incentives | $ | 7,834 | $ | 1,558 | $ | 73 | $ | 246 | ||||||||||
Sales and marketing | 2,312 | 866 | 131 | 406 | ||||||||||||||
General and administrative | 5,909 | 2,323 | 614 | 3,624 | ||||||||||||||
Interest expense(1) | 4,481 | 2,924 | 9 | — | ||||||||||||||
-1 | Includes revolving lines of credit—related party. See Note 10—Debt Obligations. | |||||||||||||||||
Vivint Services | ||||||||||||||||||
The Company entered into a number of agreements with Vivint related to services and other support that Vivint would provide to the Company, which agreements became effective in connection with the Company’s initial public offering. Among these agreements included the following: | ||||||||||||||||||
· | Master Intercompany Framework Agreement. This agreement establishes a framework for the relationship between the Company and Vivint, including master terms regarding the protection of each other’s confidential information, and master procedural terms, such as notice procedures, restrictions on assignment, interpretive provisions, governing law and dispute resolution. | |||||||||||||||||
· | Non-competition Agreement. This agreement defines each company’s current areas of business and competitors, and the Company and Vivint agree not to directly or indirectly engage in the other’s business for three years. | |||||||||||||||||
· | Transition Services Agreement. Pursuant to this agreement Vivint provides the Company various enterprise services that it has historically provided to the Company. Under this agreement, Vivint agreed to provide the services at the same degree of care and diligence that it takes in performing services for its own operations. These services include information technology and infrastructure, employee benefits and certain other services. In exchange, the Company pays Vivint for the services, which represents Vivint’s good faith estimate of their full cost of providing the services to the Company, without markup or surcharge. | |||||||||||||||||
· | Marketing and Customer Relations Agreement. This agreement governs various cross-marketing initiatives between the companies, in particular the provision of sales leads from each company to the other. The commission rate is based on the amount paid to subcontractors for performing similar lead generation services. The term of this agreement, including the term of the schedules defining the terms of the mutual lead generation program, is three years. | |||||||||||||||||
· | Bill of Sale. Under this agreement, Vivint transferred certain assets such as office equipment from Vivint to the Company. | |||||||||||||||||
· | Trademark License Agreement. Pursuant to this agreement, the licensor, a subsidiary majority-owned by Vivint and minority-owned by the Company, granted to the Company a royalty-free exclusive license to the trademark “VIVINT SOLAR” in the field of selling renewable energy or energy storage products and services. The agreement is perpetual but may be terminated voluntarily by the Company or by the licensor upon certain specified termination events. Vivint retains ownership of the Vivint trademark and the Company has no right to use “Vivint” except as part of “VIVINT SOLAR”. | |||||||||||||||||
The Company incurred fees under these agreements of $2.2 million in 2014 following the Company’s initial public offering that reflect the amount of services provided by Vivint on behalf of the Company. | ||||||||||||||||||
In June 2013, the Company entered into a full service sublease agreement (the “Sublease Agreement”) with Vivint, which was applied retroactively to be in effect as of January 1, 2013. Under the Sublease Agreement, Vivint provided various administrative services, such as management, human resources, information technology, facilities and use of corporate office space to the Company. The Company paid Vivint a monthly services fee and rent based on headcount and square footage used. In connection with the Company’s initial public offering, the Sublease Agreement was amended to focus exclusively on real estate issues. In 2011, and amended June 2013, the Company entered into a trademark / service mark license agreement (“Trademark Agreement”) with Vivint, pursuant to which the Company paid Vivint a monthly fee in exchange for rights to use certain trademarks, based on kilowatt hours produced by the solar energy systems each month. In June 2013, the Trademark Agreement was amended and restated to grant the Company a royalty-free, non-exclusive license to use certain Vivint marks, subject to certain quality control requirements and was applied retroactively to be in effect as of January 1, 2013. The Trademark Agreement was terminated in connection with the entry into the Trademark License Agreement described above. | ||||||||||||||||||
The Company incurred fees under the Sublease and Trademark agreements of $7.2 million, $2.9 million, $0.8 million and $4.1 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period, which reflect the amount of services provided by Vivint on behalf of the Company. | ||||||||||||||||||
Payables to Vivint recorded in accounts payable—related party were $2.1 million and $3.1 million as of December 31, 2014 and 2013. These payables include amounts due to Vivint related to the fees incurred under the service agreements noted above, as well as other miscellaneous intercompany payables including freight, healthcare cost reimbursements and other pass-through purchases. | ||||||||||||||||||
313 Incentive Units Plan | ||||||||||||||||||
Incentive units from 313 have been granted to certain board members of the Company. Such board members are also employees of Vivint. As a result, the related compensation expense has been allocated between the two companies based on the net equity of the respective companies at the Acquisition. The Company recorded expense of $0.2 million and corresponding noncash capital contributions from 313 during each of the years ended December 31, 2014 and 2013. The noncash capital contributions were reported as noncash contributions for services on the Consolidated Statements of Cash Flows and Redeemable Preferred Stock, Redeemable Non-Controlling Interests and Equity. The incentive units are subject to time-based and performance-based vesting conditions, with one-third subject to ratable time-based vesting over a five year period and two-thirds subject to the achievement of certain investment return thresholds by the sponsor and its affiliates. 313 has determined that it is not probable that the performance conditions will be achieved, and as such, all allocated stock compensation expense is related to the time-based vesting conditions during the years ended December 31, 2014 and 2013. The fair value of stock-based awards is measured at the grant date and is recognized as expense over the board members’ requisite service period. | ||||||||||||||||||
Advisory Agreements | ||||||||||||||||||
In May 2014, the Company entered into an advisory agreement with Blackstone Advisory Partners L.P., an affiliate of the Sponsor (“BAP”), under which BAP will provide financial advisory and placement services related to the Company’s financing of residential solar energy systems. Under the agreement, the Company is required under certain circumstances to pay a placement fee to BAP ranging from 0.75% to 1.5% of the transaction capital, depending on the identity of the investor and whether the financing relates to residential or commercial projects. This agreement replaced the 2013 advisory agreement described below. | ||||||||||||||||||
Effective May 2013, the Company entered into an advisory agreement with BAP that provided financial advisory and placement services related to the Company’s financing of residential solar energy systems. Under the agreement, BAP was paid a placement fee ranging from 0% to 2% of the transaction capital, depending on the identity of the investor and how contact with the investor was established. | ||||||||||||||||||
The Company incurred fees under these agreements of $4.5 million and $1.3 million for the years ended December 31, 2014 and 2013. No fees were incurred during the Successor Period ended December 31, 2012 and the Predecessor Period. The amounts were recorded in general and administrative expense in the Company’s consolidated statement of operations. | ||||||||||||||||||
At the time of the Acquisition, the Company entered into a support and services agreement with Blackstone Capital Partners VI LP (“BCP”) and Blackstone Management Partners LLC (“BMP”), under which BCP and BMP would provide advice to the Company on, among other things, finance, operations, human resources and legal. Under the agreement, BCP and BMP were paid, in aggregate, an annual management fee in the amount of the greater of a minimum annual fee, which was initially defined as $0, or 1.5% of consolidated earnings before interest, taxes, depreciation and amortization. No annual management fee was paid under this agreement for any of the periods presented. The support and services agreement expired upon the Company’s initial public offering. | ||||||||||||||||||
Terminated Advisory Agreements | ||||||||||||||||||
Prior to the Acquisition, the Company had a management agreement with certain of its former investors (“Jupiter Parties”), pursuant to which they were paid an annual management fee. Jupiter Parties received management fees of $0.2 million during the Predecessor Period, which were included in general and administrative expense in the Company’s consolidated statements of operations. The agreement was terminated in conjunction with the Acquisition, and as such no fees were paid during the Successor Periods ended December 31, 2014, 2013 and 2012. | ||||||||||||||||||
Advances Receivable—Related Party | ||||||||||||||||||
Amounts due from direct-sales personnel were $1.2 million and $0.7 million as of December 31, 2014 and 2013. The Company provided a reserve of $0.9 million and $0.4 million as of December 31, 2014 and 2013 related to advances to direct-sales personnel who have terminated their employment agreement with the Company. | ||||||||||||||||||
Transactions with 313 and Directors | ||||||||||||||||||
In August and September 2014, the Company issued and sold shares of its common stock to 313 and two of its directors as discussed in Note 12—Redeemable Non-controlling Interests, Equity and Preferred Stock. In April 2013, the Company received a $1.4 million capital contribution from 313. No other cash contributions were received during the periods presented. | ||||||||||||||||||
Investment Funds | ||||||||||||||||||
Fund investors for three of the funds are indirectly managed by the Sponsor and accordingly are considered related parties. See Note 11—Investment Funds. In July 2014, the Company also entered into a Backup Maintenance Servicing Agreement with Vivint in which Vivint will provide maintenance servicing of the fund assets in the event that the Company is removed as the service provider for two of the funds. No services have been performed by Vivint under this agreement. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 16 | Commitments and Contingencies | |||
Non-Cancellable Operating Leases | |||||
In May 2014, the Company entered into non-cancellable leases in anticipation of relocating its corporate office space to Lehi, Utah (the “Prior Leases”). Pursuant to a termination agreement and new leases (the “New Leases”) in September 2014, the Company entered into a non-cancellable lease with an affiliate of the landlord under the Prior Leases whereby the Company will move into another building being constructed by the affiliate in the same general location. It is anticipated that this new building will be completed during the first quarter of 2016. At the time the new building is completed, the Prior Leases will be cancelled. The terms of the New Leases are similar to those of the Prior Leases, with the exception that the Company will be leasing additional space. The Company will be deemed the owner of the building for accounting purposes during the construction period due to the terms of the New Leases. | |||||
In July 2014, the Company entered into non-cancellable operating leases in anticipation of moving certain of its operations to Orem, Utah. | |||||
The Company entered into lease agreements for warehouses and related equipment from 2011 through 2014, located in states in which the Company conducts operations. The warehouse lease agreements range from a term of one to seven years, with the majority having a term of three years. The equipment lease agreements, the longest of which is 12-months, include basic renewal options for an additional set period, continued renting by the month, or return of the unit. | |||||
For all non-cancellable lease arrangements, there are no bargain renewal options, penalties for failure to renew, or any guarantee by the Company of the lessor’s debt or a loan from the Company to the lessor related to the leased property. These leases have been classified and accounted for as non-cancellable operating leases. Aggregate operating lease expense was $4.3 million, $1.2 million, $0.1 million and $0.3 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period. | |||||
Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 were as follows (in thousands): | |||||
Years Ending December 31, | |||||
2015 | $ | 7,077 | |||
2016 | 8,647 | ||||
2017 | 6,396 | ||||
2018 | 3,748 | ||||
2019 | 3,781 | ||||
Thereafter | 4,080 | ||||
Total minimum lease payments | $ | 33,729 | |||
Letters of Credit | |||||
As of December 31, 2014 and 2013, the Company had a $1.8 million stand-by letter of credit related to a three-year forward contract to sell SRECs entered into in November 2013. The agreement expires in January 2017. As the Company expects to be able to deliver the SRECs required under the forward contracts, no liability has been accrued. | |||||
Indemnification Obligations | |||||
From time to time, the Company enters into contracts that contingently require it to indemnify parties against claims. These contracts primarily relate to provisions in the Company’s services agreements with related parties that may require the Company to indemnify the related parties against services rendered; and certain agreements with the Company’s officers and directors under which the Company may be required to indemnify such persons for liabilities. In addition, under the terms of the agreements related to the Company’s investment funds and other material contracts, the Company may also be required to indemnify fund investors and other third parties for liabilities. As of December 31, 2014, the Company recorded a $4.0 million accrued distribution to reimburse a fund investor a portion of its capital contribution in order to true-up the investor’s expected rate of return due to a delay in solar energy systems being interconnected to the utility grid. | |||||
Legal Proceedings | |||||
In December 2013, one of the Company’s former sales representatives, on behalf of himself and a purported class, filed a complaint for unspecified damages, injunctive relief and restitution in the Superior Court of the State of California in and for the County of San Diego against Vivint Solar Developer, LLC, one of the Company’s subsidiaries, and unnamed John Doe defendants alleging violations of the California Labor Code and the California Business and Professions Code and seeking penalties of an unspecified amount, interest on all economic damages and reasonable attorney’s fees and costs. In January 2014, the Company filed an answer denying the allegations in the complaint and asserting various affirmative defenses. In late 2014, the parties agreed to terms of settlement to resolve this case, depending on class participation. The final settlement agreement is subject to court approval, which the Company anticipates to occur sometime mid-2015. The Company has recorded a $0.4 million reserve related to this proceeding in its consolidated financial statements. | |||||
In May 2014, Vivint made the Company aware that the U.S. Attorney’s office for the State of Utah is engaged in an investigation that Vivint believes relates to certain political contributions made by some of Vivint’s executive officers that are directors of the Company and some of Vivint’s employees. The Company has no reason to believe that it, the executive officers or employees are targets of such investigation. | |||||
In September 2014, two former installation technicians of the Company, on behalf of themselves and a purported class, filed a complaint for damages, injunctive relief and restitution in the Superior Court of the State of California in and for the County of San Diego against the Company and unnamed John Doe defendants. The complaint alleges certain violations of the California Labor Code and the California Business and Professions Code based on, among other things, alleged improper classification of installer technicians, installer helpers, electrician technicians and electrician helpers, failure to pay minimum and overtime wages, failure to provide accurate itemized wage statements, and failure to provide wages on termination. In December 2014, the original plaintiffs and three additional plaintiffs filed an amended complaint with essentially the same allegations. On February 5, 2015, the Company filed an answer to the amended complaint, denying liability and asserting a number of defenses. The Company believes that it has strong defenses to the claims asserted in this matter, and the Company intends to defend the case vigorously. Although the Company cannot predict with certainty the ultimate resolution of this suit, it does not believe this matter will have a material adverse effect on the Company’s business, results of operations, cash flows or financial condition. | |||||
In November and December 2014, two putative class action lawsuits were filed in the U.S. District Court for the Southern District of New York against the Company, its directors, certain of its officers and the underwriters of the Company’s initial public offering of common stock alleging violation of securities laws and seeking unspecified damages. In January 2015, the Court ordered these cases to be consolidated into the earlier filed case, Hyatt v. Vivint Solar, Inc. et al., 14-cv-9283 (KBF). The plaintiffs filed a consolidated amended complaint in February 2015. The Company believes this lawsuit is without merit and intends to defend the case vigorously. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. | |||||
In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. | |||||
The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. |
Basic_and_Diluted_Net_Income_L
Basic and Diluted Net Income (Loss) Per Share | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share | 17 | Basic and Diluted Net Income (Loss) Per Share | ||||||||||||||||
The Company computes basic income (loss) per share by dividing net income available or loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could be exercised or converted into common shares, and is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding plus the effect of potentially dilutive shares to purchase common stock. | ||||||||||||||||||
The following table sets forth the computation of the Company’s basic and diluted net (loss attributable) income available per share to common stockholders for the years ended December 31, 2014 and 2013, the Successor Period ended December 31, 2012 and the Predecessor Period (in thousands, except per share amounts): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Numerator: | ||||||||||||||||||
Net (loss attributable) income available to common | $ | (28,883 | ) | $ | 5,638 | $ | (2,604 | ) | $ | (31,674 | ) | |||||||
stockholders | ||||||||||||||||||
Denominator: | ||||||||||||||||||
Shares used in computing net (loss attributable) income | 83,446 | 75,000 | 75,000 | 75,000 | ||||||||||||||
available per share to common stockholders, basic | ||||||||||||||||||
Weighted-average effect of potentially dilutive shares to | — | 223 | — | — | ||||||||||||||
purchase common stock | ||||||||||||||||||
Shares used in computing net (loss attributable) income | 83,446 | 75,223 | 75,000 | 75,000 | ||||||||||||||
available per share to common stockholders, diluted | ||||||||||||||||||
Net (loss attributable) income available per share to common | ||||||||||||||||||
stockholders | ||||||||||||||||||
Basic | $ | (0.35 | ) | $ | 0.08 | $ | (0.03 | ) | $ | (0.42 | ) | |||||||
Diluted | $ | (0.35 | ) | $ | 0.07 | $ | (0.03 | ) | $ | (0.42 | ) | |||||||
For the year ended December 31, 2014, the Successor Period ended December 31, 2012 and the Predecessor Period, the Company incurred net losses attributable to common stockholders. As such, the potentially dilutive shares were anti-dilutive and were not considered in weighted average number of common shares outstanding for those periods. As of December 31, 2013, stock options underlying 4.4 million shares of common stock granted under the Omnibus Plan and an option award granted outside of the Omnibus Plan with terms substantially similar to those granted under the Omnibus Plan were subject to performance condition which had not yet been met. Accordingly, these options were not included in the computation of diluted EPS. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 18 | Subsequent Events |
Working Capital Credit Facility | ||
In March 2015, the Company entered into a credit agreement with certain financial institutions for which Goldman Sachs Lending Partners LLC is acting as administrative agent and collateral agent, under which the Company may from time to time incur up to an aggregate of principal amount of $131.0 million in revolver borrowings. Upon the satisfaction of certain conditions and the approval of the lenders, the Company may increase the aggregate amount of revolver borrowings to $150.0 million. Loans under the revolving credit facility will be used for the construction and acquisition of solar energy systems, and letters of credit may be issued under the revolving credit facility for working capital and general corporate purposes. The revolving credit facility matures in March 2020. | ||
Increase of Aggregation Facility | ||
In February 2015, the Company with Bank of America, N.A., as administrative agent, entered into an amendment to the Aggregation Facility that increased the funding commitment by $25.0 million pursuant to which the Company may borrow up to an aggregate of $375.0 million. In addition, the right to which the Company may request additional borrowing capacity, upon the satisfaction of certain conditions and the approval of the lenders, was reduced to $175.0 million, such that the total potential capacity under facility remains at $550.0 million. The other terms of the Aggregation Facility remained unchanged. | ||
Investment Fund | ||
In February 2015, a wholly owned subsidiary of the Company entered into a solar investment fund arrangement with an existing fund investor. The total commitment under the solar investment fund arrangement is $50.0 million. The Company’s wholly owned subsidiary has the right to elect to require the fund investor to sell all of its membership units to the Company’s wholly owned subsidiary beginning on the date that certain conditions are met. The purchase price for the fund investor’s interest is $1.2 million plus any accrued but unpaid preferred distributions. The Company has not yet completed its assessment of whether the fund arrangement is a VIE. | ||
Discontinuance of Solmetric Products | ||
In February 2015, the Company decided to discontinue the external sales of Solmetric’s SunEye and PV Designer products, which were at the end of their product life cycles. The Company will continue selling the Solmetric PV Analyzer product. The Company will continue to develop and produce SunEye and PV Designer products for internal use only. As a result of the discontinuance of these products, the Company will be recording in the first quarter of 2015 a noncash impairment charge of approximately $4.0 million to $5.0 million for intangible and other assets related to these two products. In 2014, these two products accounted for approximately $2.1 million of revenue. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect the accounts and operations of the Company, its subsidiaries in which the Company has a controlling financial interest and the investment funds formed to fund the purchase of solar energy systems, which are consolidated as variable interest entities (“VIEs”). The Company uses a qualitative approach in assessing the consolidation requirement for VIEs. This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational VIEs. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information regarding these VIEs, see Note 11—Investment Funds. | ||||||||||||||||||
The years ended December 31, 2014 and 2013 and the period from November 17, 2012 through December 31, 2012 are referred to as the Successor Periods or Successor and the period from January 1, 2012 through November 16, 2012 as the Predecessor Period or Predecessor. The consolidated financial statements are presented as four separate periods: the years ended December 31, 2014 and 2013, the period from November 17, 2012 through December 31, 2012 and the Predecessor Period. The Company’s assets and liabilities were adjusted to fair value on the closing date of the Acquisition by application of push-down accounting. Due to the change in the basis of accounting resulting from the Acquisition, the consolidated financial statements for the Successor Periods and the Predecessor Period are not necessarily comparable. | ||||||||||||||||||
The consolidated financial statements reflect all of the costs of doing business, including the allocation of expenses incurred by Vivint on behalf of the Company. For additional information, see Note 15—Related Party Transactions. These expenses were allocated to the Company on a basis that was considered to reasonably reflect the utilization of the services provided to, or the benefit obtained by, the Company. The allocations may not, however, reflect the expense the Company would have incurred as an independent company for the periods presented, and may not be indicative of the Company’s future results of operations and financial position. | ||||||||||||||||||
Stock Split | Stock Split | |||||||||||||||||
In July 2013, the board of directors approved a 750,000-for-1 stock split of common stock. All share and per share information for the Successor Periods referenced throughout the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect this stock split. | ||||||||||||||||||
Segment Information | Segment Information | |||||||||||||||||
The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and no segment managers are accountable for operations or operating results beyond revenues. Accordingly, the Company operates as a single operating and reporting segment. | ||||||||||||||||||
The following table sets forth the Company’s revenue by major product (in thousands): | ||||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Revenue: | ||||||||||||||||||
Operating leases and incentives | $ | 21,688 | $ | 5,864 | $ | 109 | $ | 183 | ||||||||||
Photovoltaic installation devices and software | 3,213 | — | — | — | ||||||||||||||
Solar energy system sales | 357 | 306 | — | 157 | ||||||||||||||
Total revenue | $ | 25,258 | $ | 6,170 | $ | 109 | $ | 340 | ||||||||||
Use of Estimates | Use of Estimates | |||||||||||||||||
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s principles of consolidation, revenue recognition, the useful lives of solar energy systems, the valuation and recoverability of intangible assets and goodwill acquired, useful lives of intangible assets, recoverability of long-lived assets, the recognition and measurement of loss contingencies, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, and the valuation of non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates. | ||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Cash equivalents consist principally of time deposits and money market accounts with high quality financial institutions. | ||||||||||||||||||
Restricted Cash | Restricted Cash | |||||||||||||||||
The Company’s guaranty agreements with certain of its fund investors require the maintenance of minimum cash balances of $5.0 million. For additional information, see Note 11—Investment Funds. The Company was also required to deposit $1.5 million into a separate interest reserve account in accordance with the terms of its loan credit facility with Bank of America, N.A. For additional information, see Note 10—Debt Obligations. These minimum cash balances are classified as restricted cash. | ||||||||||||||||||
Accounts Receivable, Net | Accounts Receivable, Net | |||||||||||||||||
Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which result from monthly power generation under power purchase agreements not yet invoiced as of the end of the reporting period. The Company estimates its allowance for doubtful accounts based upon the collectability of the receivables in light of historical trends and adverse situations that may affect customers’ ability to pay. Revisions to the allowance are recorded as an adjustment to bad debt expense. After appropriate collection efforts are exhausted, specific accounts receivable deemed to be uncollectible are charged against the allowance in the period they are deemed uncollectible. Recoveries of accounts receivable previously written-off are recorded as credits to bad debt expense. The Company had an allowance for doubtful accounts of $0.6 million and a de minimis amount as of December 31, 2014 and 2013. | ||||||||||||||||||
Inventories | Inventories | |||||||||||||||||
Inventories consist of components related to photovoltaic installation software products and devices and are stated at the lower of cost, on an average cost basis, or market. The Company did not have inventories prior to the acquisition of Solmetric in January 2014. | ||||||||||||||||||
Concentrations of Risk | Concentrations of Risk | |||||||||||||||||
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated risk of concentration for cash and cash equivalents is mitigated by banking with creditworthy institutions. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. The Company is not dependent on any single customer. The loss of a customer would not adversely impact the Company’s operating results or financial position. | ||||||||||||||||||
The Company purchases solar panels, inverters and other system components from a limited number of suppliers. Two suppliers accounted for approximately 50% and 40% of the solar photovoltaic module purchases for the year ended December 31, 2014. The same two suppliers each individually accounted for over 48% of these purchases for the year ended December 31, 2013. The same two suppliers accounted for approximately 63% and 20% of these purchases for the year ended December 31, 2012. One supplier accounted for a substantial majority of the Company’s inverter purchases for the years ended December 31, 2014, 2013 and 2012. If these suppliers fail to satisfy the Company’s requirements on a timely basis or if the Company fails to develop, maintain and expand its relationship with these suppliers, the Company could suffer delays in being able to deliver or install its solar energy systems, experience a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. | ||||||||||||||||||
As of December 31, 2014, the Company’s customers under long-term customer contracts are primarily located in Arizona, California, Hawaii, Maryland, Massachusetts, New Jersey and New York. Future operations could be affected by changes in the economic conditions in these and other geographic areas, by changes in the demand for renewable energy generated by solar panel systems or by changes or eliminations of solar energy related government incentives. | ||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||||||||||
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: | ||||||||||||||||||
· | Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; | |||||||||||||||||
· | Level II—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and | |||||||||||||||||
· | Level III—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. | |||||||||||||||||
The Company’s financial instruments consist of Level I and Level II assets and liabilities. See Note 3—Fair Value Measurements. | ||||||||||||||||||
U.S. Treasury Grants and Investment Tax Credits | U.S. Treasury Grants and Investment Tax Credits | |||||||||||||||||
Certain solar energy systems were eligible to receive U.S. Treasury grants under Section 1603 of the American Recovery and Reinvestment Act of 2009, as amended by the Tax Relief Unemployment Insurance Reauthorization and Job Creation Act of December 2010. Prior to installation of such eligible systems, the Company submitted an application to receive a grant. After installation was completed and the solar energy system was interconnected to the power grid, the Company requested disbursement of the funds, typically based on 30% of the tax basis of eligible solar energy systems. Once the Company was notified that the U.S. Treasury Department approved the disbursement of the grant proceeds for a solar energy system, the Company recorded a reduction in the basis of the solar energy system in the amount of cash to be received, at the grant approval date. If it becomes probable that a U.S. Treasury grant is required to be repaid, the Company will assess whether it is necessary to derecognize any grant (or portion thereof) in accordance with Accounting Standards Codification section 450. | ||||||||||||||||||
For the solar energy systems that are not eligible to receive U.S. Treasury grants, the Company will apply for and receive investment tax credits under Section 48(a) of the Internal Revenue Code. The amount for the investment tax credit is equal to 30% of the value of eligible solar property. The Company receives minimal allocations of investment tax credits as the majority of such credits are allocated to the fund investor. Some of the Company’s investment funds obligate it to make certain fund investors whole for losses that the investors may suffer in certain limited circumstances resulting from the disallowance or recapture of investment tax credits as a result of the Internal Revenue Service’s (the “IRS”) assessment of the fair value of such systems. The Company has concluded that the likelihood of a recapture event is remote and consequently has not recorded any liability in the consolidated financial statements for any potential recapture exposure. | ||||||||||||||||||
Solar Energy Systems, Net | Solar Energy Systems, Net | |||||||||||||||||
The Company sells energy to customers through power purchase agreements or leases solar energy systems to customers under legal-form lease agreements. From inception through December 31, 2013, customers only purchased energy under the power purchase agreement structure. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, solar energy systems are stated at cost, less accumulated depreciation and amortization. In the first quarter of 2014, the Company began offering leases to customers in connection with its entry into the Arizona market. As of December 31, 2014 the Company had interconnected approximately 140 of its leased solar energy systems to the power grid and began depreciation and amortization on these solar energy systems. | ||||||||||||||||||
Solar energy systems, net is comprised of system equipment costs and initial direct costs related to solar energy systems. System equipment costs include components such as solar panels, inverters, racking systems and other electrical equipment, as well as costs for design and installation activities once a long-term customer contract has been executed. Initial direct costs related to solar energy systems consist of sales commissions and other direct customer acquisition expenses. System equipment costs and initial direct costs are capitalized and recorded within solar energy systems, net. | ||||||||||||||||||
As noted under the heading “U.S. Treasury Grants and Investment Tax Credits”, the Company applies for and receives U.S. Treasury grants related to its solar energy systems. The Company records the U.S. Treasury grants as a reduction in the basis of the solar energy systems at the approval date of the grant. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. | ||||||||||||||||||
Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: | ||||||||||||||||||
Useful Lives | ||||||||||||||||||
System equipment costs | 30 years | |||||||||||||||||
Initial direct costs related to solar energy systems | Lease term (20 years) | |||||||||||||||||
System equipment costs are depreciated and initial direct costs are amortized once the respective systems have been installed and interconnected to the power grid. As of December 31, 2014 and 2013, the Company had recorded costs of $598.4 million and $190.1 million in solar energy systems, of which $407.7 million and $132.3 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $10.2 million and $2.1 million. | ||||||||||||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||||||||||||
The Company’s property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Vehicles leased under capital leases are depreciated over the life of the lease term, which is typically three years. The estimated useful lives of computer equipment, furniture, fixtures and purchased software are three years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The estimated useful lives of leasehold improvements currently range from one to three years. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements that extend the useful lives of existing assets are capitalized and depreciated over their estimated useful lives. | ||||||||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||||||
Finite-lived intangible assets, which consist of customer contracts, customer relationships, trademarks/trade names and developed technology acquired in business combinations are initially recorded at fair value and presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes customer contracts over three years, customer relationships over five years, trademarks/trade names over 10 years and developed technology over five to eight years. | ||||||||||||||||||
In-process research and development reflects research and development projects that have not yet been completed and are capitalized as indefinite-lived intangibles subject to amortization upon completion or impairment if the assets are subsequently impaired or abandoned. In-process research and development projects were acquired in January 2014 as part of the Solmetric acquisition. See Note 4—Business Acquisitions. The Company assesses (or tests) indefinite-lived intangible assets for impairment on an annual basis, or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. To test these intangible assets for impairment, the Company compares the fair value of the indefinite-lived asset with its carrying amount. In the event the carrying value exceeds the fair value of the assets, the assets are written down to their fair value. There has been no impairment of indefinite-lived intangible assets during any of the periods presented. | ||||||||||||||||||
Capitalization of Internal Use-Software Costs | Capitalization of Internal Use-Software Costs | |||||||||||||||||
The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The Company tests these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2014, the Company incurred third-party costs related to the development of internal-use software applications that will be subject to amortization over expected useful lives of three years. No amortization was recorded for internal-use software in the any of the periods presented. | ||||||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||||||||
The carrying amounts of the Company’s long-lived assets, including solar energy systems, property and equipment and finite-lived intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that the Company considers in deciding when to perform an impairment review include significant negative industry or economic trends, and significant changes or planned changes in the Company’s use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No impairment of any long-lived assets was identified for the periods presented. | ||||||||||||||||||
Goodwill and Impairment Analysis | Goodwill and Impairment Analysis | |||||||||||||||||
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired. The Company has goodwill recorded on its books as a result of push-down accounting applied as of the Acquisition Date as well as its acquisition of Solmetric. See Note 4—Business Acquisitions. The Company’s impairment test is based on a single operating segment and reporting unit structure. | ||||||||||||||||||
The Company performs its annual impairment test of goodwill as of October 1st of each fiscal year or whenever events or circumstances change that would indicate that goodwill might be impaired. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, loss of key personnel, significant changes in the manner the Company uses the acquired assets or the strategy for the overall business, significant negative industry or economic trends or significant underperformance relative to historical operations or projected future results of operations. | ||||||||||||||||||
In conducting the impairment test, the Company first assesses qualitative factors, including those stated previously, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the qualitative step is not passed, the Company performs a two-step impairment test whereby in the first step, the Company must compare the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying value of the goodwill. Any excess of the goodwill carrying value over the implied fair value is recognized as an impairment loss. | ||||||||||||||||||
The Company determined the second step test was not necessary based on the results of its qualitative assessments and concluded that it was more likely than not that the fair value of its reporting unit was greater than its respective carrying value as of October 1, 2014 and October 1, 2013. The Company did not have any goodwill prior to the Acquisition. | ||||||||||||||||||
Prepaid Tax Asset, Net | Prepaid Tax Asset, Net | |||||||||||||||||
The Company sells solar energy systems to the investment funds. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales for book purposes, any tax expense incurred related to these intercompany sales is deferred and recorded as a prepaid tax asset and amortized over the estimated useful life of the underlying solar energy systems, which has been estimated to be 30 years. | ||||||||||||||||||
Other Non-Current Assets | Other Non-Current Assets | |||||||||||||||||
Other non-current assets primarily consist of deferred financing costs and advances receivable due from related parties. 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 term of the related financing. On occasion, the Company provides advance payments of compensation to direct-sales personnel. The advance is repaid as a reduction of the direct-sales personnel’s future compensation. The Company has established an allowance related to advances to direct-sales personnel who have terminated their employment agreement with the Company. These are non-interest bearing advances. | ||||||||||||||||||
Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests | Distributions Payable to Non-Controlling Interests and Redeemable Non-Controlling Interests | |||||||||||||||||
As discussed in Note 11—Investment Funds, the Company and fund investors have formed various investment funds that the Company consolidates as the Company has determined that it is the primary beneficiary of these VIEs. These VIEs are required to pay cumulative cash distributions to their respective fund investors. The Company accrues amounts payable to fund investors in distributions payable to non-controlling interests and redeemable non-controlling interests in its consolidated balance sheets. | ||||||||||||||||||
Deferred Revenue | Deferred Revenue | |||||||||||||||||
Deferred revenue includes rebates and incentives received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. Additionally, subsequent to the Solmetric acquisition in January 2014, the Company also defers revenue from its multiple element arrangements. See Revenue Recognition below. | ||||||||||||||||||
Warranties | Warranties | |||||||||||||||||
The Company warrants solar energy systems sold to customers for one year against defects in material or installation workmanship. The manufacturers’ warranties on the solar energy system components, which is typically passed through to the customers, has a typical product warranty period of 10 years and a limited performance warranty period of 25 years. The Company warrants its photovoltaic installation software products and devices for one to two years against defects in materials or installation workmanship. | ||||||||||||||||||
The Company generally provides for the estimated cost of warranties at the time the related revenue is recognized. The Company assesses the accrued warranty regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. Accrued warranty is recorded as a component of accrued and other current liabilities on the consolidated balance sheets and was not significant as of December 31, 2014 and 2013. | ||||||||||||||||||
Solar Energy Systems Performance Guarantees | Solar Energy Performance Guarantees | |||||||||||||||||
In 2014, the Company entered into customer agreements that are structured as legal-form leases. Under these leases the Company guarantees a certain annual minimum solar energy production output for the solar energy systems. Failure to reach the minimum thresholds specified in the legal-form leases could result in the Company being required to pay back a portion of the previously remitted lease payments from customers. The Company monitors the solar energy systems to ensure that these minimum levels of energy production are being achieved and evaluates if any amounts are due to its customers. Solar energy performance guarantee liabilities were de minimis as of December 31, 2014. | ||||||||||||||||||
Comprehensive Loss | Comprehensive Loss | |||||||||||||||||
As the Company had no other comprehensive income or loss, comprehensive loss is the same as net loss for all periods presented. | ||||||||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||||||||
The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery or performance has occurred, (3) the sales price is fixed or determinable and (4) collectability is reasonably assured. The Company generates revenue through power purchase agreements and solar energy system leases, solar renewable energy certificates (“SRECs”) sales, rebate incentives and solar energy system sales. Revenue associated with power purchase agreements and solar energy system leases, SRECs and rebate incentives are included within operating leases and incentives revenue. The Company also recognizes revenue related to the sale of photovoltaic installation software products and devices within solar energy system and product sales. | ||||||||||||||||||
Operating Leases and Incentives Revenue | ||||||||||||||||||
The Company’s primary revenue-generating activity consists of entering into long-term power purchase agreements with residential customers, under which the customer agrees to purchase all of the power generated by the solar energy system for the term of the contract, which is 20 years. The agreement includes a fixed price per kilowatt hour with a fixed annual price escalation percentage (to address the impact of inflation and utility rate increases over the period of the contract). Customers have not historically been charged for installation or activation of the solar energy system. For all power purchase agreements, the Company assesses the probability of collectability on a customer-by-customer basis through a credit review process that evaluates their financial condition and ability to pay. | ||||||||||||||||||
The Company has determined that power purchase agreements should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception. As customer payments under a power purchase agreement are dependent on power generation, they are considered contingent rentals and are excluded from future minimum annual lease payments. Revenue from power purchase agreements is recognized based on the actual amount of power generated at rates specified under the contracts, assuming the other revenue recognition criteria discussed above are met. | ||||||||||||||||||
Operating leases and incentives revenue is recorded net of sales tax collected. | ||||||||||||||||||
In 2014, the Company began offering solar energy systems to customers pursuant to legal-form leases in certain markets. The customer agreements are structured as legal-form leases due to local regulations that can be read to prohibit the sale of electricity pursuant to the Company’s standard power purchase agreement. Pursuant to the lease agreements, the customers’ monthly payments are a pre-determined amount calculated based on the expected solar energy generation by the system and includes an annual fixed percentage price escalation (to address the impact of inflation and utility rate increases) over the period of the contracts, which is 20 years. The Company provides its legal-form lease customers a performance guarantee, under which the Company agrees to make a payment at the end of each year to the customer if the solar energy systems do not meet a guaranteed production level in the prior 12-month period. Solar energy performance guarantee liabilities were de minimis as of December 31, 2014. | ||||||||||||||||||
The Company applies for and receives SRECs in certain jurisdictions for power generated by its solar energy systems. When SRECs are granted, the Company typically sells them to other companies directly, or to brokers, to assist them in meeting their own mandatory emission reduction or conservation requirements. The Company recognizes revenue related to the sale of these certificates upon delivery, assuming the other revenue recognition criteria discussed above are met. The portion of SRECs included in operating leases and incentives was $2.6 million, $0.3 million and de minimis for the Successor Periods ended December 31, 2014 and 2013 and the Predecessor Period. There were no SRECs recognized within operating leases and incentives revenue for the Successor Period ended December 31, 2012. | ||||||||||||||||||
The Company considers upfront rebate incentives earned from its solar energy systems to be minimum lease payments and are recognized on a straight-line basis over the life of the long-term customer contracts, assuming the other revenue recognition criteria discussed above are met. The portion of rebates recognized within operating leases and incentives was $0.2 million and de minimis for the Successor Periods ended December 31, 2014 and 2013. There were no rebates recognized within operating leases and incentives revenue for the Predecessor Period and the Successor Period ended December 31, 2012. | ||||||||||||||||||
Solar Energy System and Product Sales | ||||||||||||||||||
Revenue from solar energy system sales is recognized upon the solar energy system passing an inspection by the responsible city department after completion of system installation assuming the remaining revenue recognition criteria discussed above have been met. | ||||||||||||||||||
Revenue from the sale of photovoltaic installation software products and devices is recognized upon delivery of the product to the customer assuming the remaining revenue recognition criteria discussed above have been met. | ||||||||||||||||||
Multiple-Element Arrangements | ||||||||||||||||||
The Company enters into revenue arrangements from the sale of photovoltaic installation software products and devices that consist of multiple elements. Each element in a multiple element arrangement must be evaluated to determine whether it represents a separate unit of account. An element constitutes a separate unit of account when it has standalone value and delivery of an undelivered element is both probable and within the Company’s control. | ||||||||||||||||||
The Company’s typical multiple-element arrangements involve sales of (1) photovoltaic installation hardware devices containing software essential to the hardware product’s functionality (“photovoltaic device”) and (2) stand-alone software, both including the implied right for the customer to receive post-contract customer support (“PCS”) with the purchase of the Company’s products. PCS includes the implied right to receive, on a when and if available basis, future unspecified software upgrades and features as well as bug fixes, email and telephone support. | ||||||||||||||||||
For sales of photovoltaic devices, the Company allocates revenue between (1) the photovoltaic device and (2) PCS using the relative selling price method. Because the Company has not sold these deliverables separately, vendor-specific objective evidence of fair value (“VSOE”) is not available. Additionally, the Company is unable to reliably determine the selling prices of similar competitor products and upgrades on a standalone basis to determine third-party evidence of selling price. As such, the allocation of revenue is based on the Company’s best estimate of selling price (“BESP”). | ||||||||||||||||||
The Company determines BESP for a product or service by considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with and formal approval by the Company’s management, taking into consideration the Company’s marketing strategy. | ||||||||||||||||||
The consideration allocated to the delivered photovoltaic device is recognized at the time of shipment provided that the four general revenue recognition criteria discussed above have been met. The consideration allocated to the PCS is deferred and recognized ratably over the four year estimated life of the devices and the period during which the related PCS is expected to be provided. | ||||||||||||||||||
For sales of software with PCS, revenue is recognized based on software revenue recognition accounting guidance. Because the Company is not able to determine VSOE for the PCS, revenue from the entire arrangement is recognized ratably over four years, which is the economic life over which the upgrades are expected to be provided. | ||||||||||||||||||
Cost of Revenue | Cost of Revenue | |||||||||||||||||
Cost of Revenue—Operating Leases and Incentives | ||||||||||||||||||
Cost of revenue—operating leases and incentives includes the depreciation of the cost of the solar energy systems and the amortization of capitalized initial direct costs. It also includes other costs related to the processing, account creation, design, installation, interconnection and servicing of solar energy systems that are not capitalized, such as personnel costs not directly associated to a solar energy system installation, warehouse rent and utilities, and fleet vehicle executory costs. The cost of revenue for the sales of SRECs is limited to broker fees which are paid in connection with certain SREC transactions. | ||||||||||||||||||
Cost of Revenue—Solar Energy System and Product Sales | ||||||||||||||||||
Cost of revenue—solar energy system and product sales consists of direct and indirect material and labor costs for solar energy systems. It also consists of materials, personnel costs, depreciation, facilities costs, other overhead costs and infrastructure expenses associated with the manufacturing of the photovoltaic installation software products and devices. | ||||||||||||||||||
Research and Development | Research and Development | |||||||||||||||||
Research and development expense is primarily comprised of salaries and benefits associated with research and development personnel and other costs related to photovoltaic installation software product and device development. Research and development costs are charged to expense when incurred. The Company’s research and development expense was $1.9 million for the year ended December 31, 2014. Prior to the acquisition of Solmetric in January 2014, the Company did not incur any research and development expenses. | ||||||||||||||||||
Advertising Costs | Advertising Costs | |||||||||||||||||
Advertising costs are expensed when incurred and are included in sales and marketing expenses in the consolidated statements of operations. The Company’s advertising expense was $3.5 million, $1.3 million, $0.2 million and $0.2 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period. | ||||||||||||||||||
Other Expense | Other Expense | |||||||||||||||||
The Company incurred interest and penalties primarily associated with employee payroll withholding tax payments that were not paid in a timely manner of $1.4 million, $1.9 million, a de minimis amount and $0.2 million for the Successor Periods ended December 31, 2014, 2013 and 2012 and the Predecessor Period. | ||||||||||||||||||
Income Taxes | Income Taxes | |||||||||||||||||
The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. | ||||||||||||||||||
The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. | ||||||||||||||||||
The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within income tax expense (benefit) in the consolidated statements of operations. | ||||||||||||||||||
Stock-Based Compensation Expense | Stock-Based Compensation Expense | |||||||||||||||||
Stock-based compensation expense for equity instruments issued to employees is measured based on the grant-date fair value of the awards. The fair value of each time-based employee stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The fair value of each performance-based employee stock option is estimated on the date of grant using the Monte Carlo simulation model. The Company recognizes compensation costs using the accelerated attribution method for all employee stock-based compensation awards that are expected to vest over the requisite service period of the awards, which is generally the awards’ vesting period. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||||||
Stock-based compensation expense for equity instruments issued to non-employees is recognized based on the estimated fair value of the equity instrument. The fair value of the non-employee awards is subject to remeasurement at each reporting period until services required under the arrangement are completed, which is the vesting date. | ||||||||||||||||||
Post-Employment Benefits | Post-Employment Benefits | |||||||||||||||||
The Company participates in a 401(k) Plan sponsored by Vivint that covers all of the Company’s eligible employees. The Company did not provide a discretionary company match to employee contributions during any of the periods presented. | ||||||||||||||||||
Non-Controlling Interests and Redeemable Non-Controlling Interests | Non-Controlling Interests and Redeemable Non-Controlling Interests | |||||||||||||||||
Non-controlling interests and redeemable non-controlling interests represent fund investors’ interest in the net assets of certain consolidated investment funds, which have been entered into by the Company in order to finance the costs of solar energy systems under long-term customer contracts. The Company has determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the non-controlling interests and redeemable non-controlling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests and redeemable non-controlling interests in the consolidated statements of operations reflect changes in the amounts the fund investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these structures, assuming the net assets of these funding structures were liquidated at recorded amounts. The fund investors’ non-controlling interest in the results of operations of these funding structures is determined as the difference in the non-controlling interests’ claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between the fund and the fund investors. The use of the HLBV methodology to allocate income to the non-controlling and redeemable non-controlling interest holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to non-controlling interests and redeemable non-controlling interests from quarter to quarter. | ||||||||||||||||||
The Company classifies certain non-controlling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable non-controlling interests are reported using the greater of their carrying value at each reporting date as determined by the HLBV method or their estimated redemption value in each reporting period. | ||||||||||||||||||
Loss Contingencies | Loss Contingencies | |||||||||||||||||
The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If the Company determines that a loss is possible and the range of the loss can be reasonably determined, then the Company discloses the range of the possible loss. The Company regularly evaluates current information available to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. | ||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||
In February 2015, the Financial Accounting Services Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This update makes some targeted changes to current consolidation guidance. These changes impact both the voting and the variable interest consolidation models. In particular, the update will change how companies determine whether limited partnerships or similar entities are VIEs. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company currently consolidates several VIEs and does not anticipate that ASU 2015-02 will have a significant impact on its consolidated financial statements and related disclosures. | ||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||
Revenue by Major Products | The following table sets forth the Company’s revenue by major product (in thousands): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Revenue: | ||||||||||||||||||
Operating leases and incentives | $ | 21,688 | $ | 5,864 | $ | 109 | $ | 183 | ||||||||||
Photovoltaic installation devices and software | 3,213 | — | — | — | ||||||||||||||
Solar energy system sales | 357 | 306 | — | 157 | ||||||||||||||
Total revenue | $ | 25,258 | $ | 6,170 | $ | 109 | $ | 340 | ||||||||||
Estimated Useful Lives of the Respective Assets | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: | |||||||||||||||||
Useful Lives | ||||||||||||||||||
System equipment costs | 30 years | |||||||||||||||||
Initial direct costs related to solar energy systems | Lease term (20 years) | |||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Fair Value of Financial Assets Measured on Recurring Basis | The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets measured on a recurring basis by level within the fair value hierarchy (in thousands): | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets | |||||||||||||||||
Time deposits | $ | — | $ | 1,900 | $ | — | $ | 1,900 | |||||||||
Money market funds | 607 | — | — | 607 | |||||||||||||
Total financial assets | $ | 607 | $ | 1,900 | $ | — | $ | 2,507 | |||||||||
December 31, 2013 | |||||||||||||||||
Level I | Level II | Level III | Total | ||||||||||||||
Financial Assets | |||||||||||||||||
Time deposits | $ | — | $ | 1,900 | $ | — | $ | 1,900 | |||||||||
Money market funds | 620 | — | — | 620 | |||||||||||||
Total financial assets | $ | 620 | $ | 1,900 | $ | — | $ | 2,520 | |||||||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Schedule of Net Purchase Consideration | The net purchase consideration transferred was (in thousands): | ||||||||
Cash | $ | 73,130 | |||||||
Less: Cash acquired | (1,472 | ) | |||||||
Total purchase consideration | $ | 71,658 | |||||||
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): | ||||||||
Current assets acquired | $ | 171 | |||||||
Solar energy systems | 39,532 | ||||||||
Customer contracts | 43,783 | ||||||||
Goodwill | 29,545 | ||||||||
Current liabilities assumed | (15,111 | ) | |||||||
Deferred tax liability, net | (11,643 | ) | |||||||
Revolving line of credit | (4,000 | ) | |||||||
Redeemable non-controlling interests | (10,619 | ) | |||||||
Total | $ | 71,658 | |||||||
Pro Forma Information | The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the Acquisition had occurred as of January 1, 2012 (in thousands): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2012 | |||||||||
Pro forma revenue | $ | 449 | |||||||
Pro forma net loss | (26,604 | ) | |||||||
Pro forma net loss attributable to common stockholders | (24,134 | ) | |||||||
Solmetric | |||||||||
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): | ||||||||
Cash acquired | $ | 139 | |||||||
Inventories | 580 | ||||||||
Other current assets acquired | 221 | ||||||||
Property | 77 | ||||||||
Customer relationships | 738 | ||||||||
Trademarks/trade names | 1,664 | ||||||||
Developed technology | 1,295 | ||||||||
In-process research and development | 2,097 | ||||||||
Goodwill | 7,056 | ||||||||
Deferred tax liability, net | (1,478 | ) | |||||||
Current liabilities assumed | (210 | ) | |||||||
Total | $ | 12,179 | |||||||
Pro Forma Information | The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the Solmetric Acquisition had occurred as of January 1, 2013 (in thousands): | ||||||||
Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Pro forma revenue | $ | 25,380 | $ | 9,122 | |||||
Pro forma net loss | (165,734 | ) | (57,046 | ) | |||||
Pro forma net (loss attributable) income available to common stockholders | (28,698 | ) | 5,062 | ||||||
Solar_Energy_Systems_Tables
Solar Energy Systems (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Solar Energy Systems Disclosure [Abstract] | |||||||||
Solar Energy Systems | Solar energy systems, net consisted of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
System equipment costs | $ | 478,502 | $ | 155,101 | |||||
Initial direct costs related to solar energy systems | 75,349 | 22,250 | |||||||
553,851 | 177,351 | ||||||||
Less: Accumulated depreciation and amortization | (10,186 | ) | (2,075 | ) | |||||
543,665 | 175,276 | ||||||||
Solar energy system inventory | 44,502 | 12,782 | |||||||
Solar energy systems, net | $ | 588,167 | $ | 188,058 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): | ||||||||||
Estimated | December 31, | December 31, | |||||||||
Useful Lives | 2014 | 2013 | |||||||||
Vehicles acquired under capital leases | 3 years | $ | 13,351 | $ | 4,796 | ||||||
Furniture and computer and other equipment | 3 years | 2,183 | — | ||||||||
Leasehold improvements | 1-3 years | 2,088 | — | ||||||||
17,622 | 4,796 | ||||||||||
Less: Accumulated depreciation and amortization | (4,598 | ) | (1,156 | ) | |||||||
Property and equipment, net | $ | 13,024 | $ | 3,640 | |||||||
Summary of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under capital leases as of December 31, 2014 were as follows (in thousands): | ||||||||||
Years Ending December 31, | |||||||||||
2015 | $ | 4,029 | |||||||||
2016 | 3,266 | ||||||||||
2017 | 2,625 | ||||||||||
2018 | 669 | ||||||||||
2019 | 46 | ||||||||||
Thereafter | — | ||||||||||
Total minimum lease payments | 10,635 | ||||||||||
Less: interest | 957 | ||||||||||
Present value of capital lease obligations | 9,678 | ||||||||||
Less: current portion | 3,502 | ||||||||||
Long-term portion | $ | 6,176 | |||||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Cost: | |||||||||
Customer contracts | $ | 43,783 | $ | 43,783 | |||||
Customer relationships | 738 | — | |||||||
Trademarks/trade names | 1,664 | — | |||||||
Developed technology | 1,295 | — | |||||||
In-process research and development | 2,097 | — | |||||||
Internal-use software | 370 | — | |||||||
Total carrying value | 49,947 | 43,783 | |||||||
Accumulated amortization: | |||||||||
Customer contracts | (31,013 | ) | (16,419 | ) | |||||
Customer relationships | (135 | ) | — | ||||||
Trademarks/trade names | (152 | ) | — | ||||||
Developed technology | (160 | ) | — | ||||||
Total accumulated amortization | (31,460 | ) | (16,419 | ) | |||||
Total intangible assets, net | $ | 18,487 | $ | 27,364 | |||||
Summary of Expected Amortization Expense | As of December 31, 2014, expected amortization expense for the unamortized intangible assets is as follows (in thousands): | ||||||||
Years Ending December 31, | |||||||||
2015 | $ | 13,376 | |||||||
2016 | 611 | ||||||||
2017 | 611 | ||||||||
2018 | 494 | ||||||||
2019 | 323 | ||||||||
Thereafter | 975 | ||||||||
Total | $ | 16,390 | |||||||
Schedule of Goodwill | The changes in the carrying amounts of goodwill during the year ended December 31, 2014 were as follows (in thousands): | ||||||||
Balance as of December 31, 2013 | $ | 29,545 | |||||||
Goodwill acquired in Solmetric acquisition | 7,056 | ||||||||
Balance as of December 31, 2014 | $ | 36,601 | |||||||
Accrued_Compensation_Tables
Accrued Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Compensation Disclosure [Abstract] | |||||||||
Summary of Accrued Compensation | Accrued compensation consisted of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 9,888 | $ | 3,142 | |||||
Accrued commissions | 6,575 | 4,206 | |||||||
Accrued employee taxes | 331 | 8,143 | |||||||
Total accrued compensation | $ | 16,794 | $ | 15,491 | |||||
Accrued_and_Other_Current_Liab1
Accrued and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales and use tax payable | $ | 5,052 | $ | 5,299 | |||||
Income tax payable | 4,097 | 3,061 | |||||||
Accrued professional fees | 1,289 | — | |||||||
Deferred rent | 1,090 | — | |||||||
Accrued unused commitment fees and interest | 478 | — | |||||||
Fleet expenses | 470 | — | |||||||
Accrued penalties and interest | — | 1,909 | |||||||
Other accrued expenses | 1,540 | 38 | |||||||
Total accrued and other current liabilities | $ | 14,016 | $ | 10,307 | |||||
Debt_Obligations_Tables
Debt Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt | Debt obligations consisted of the following (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long-term debt | $ | 105,000 | $ | — | |||||
Revolving lines of credit—related party | — | 41,412 | |||||||
Total debt | $ | 105,000 | $ | 41,412 | |||||
Investment_Funds_Tables
Investment Funds (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Schedule Of Investments [Abstract] | |||||||||
Aggregate Carrying Value of Funds Assets and Liabilities | The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheets were as follows (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 12,641 | $ | 3,092 | |||||
Accounts receivable, net | 1,542 | 544 | |||||||
Total current assets | 14,183 | 3,636 | |||||||
Solar energy systems, net | 525,903 | 152,565 | |||||||
Total assets | $ | 540,086 | $ | 156,201 | |||||
Liabilities | |||||||||
Current liabilities: | |||||||||
Distributions payable to non-controlling interests and redeemable | $ | 6,780 | $ | 1,576 | |||||
non-controlling interests | |||||||||
Current portion of deferred revenue | 237 | 68 | |||||||
Total current liabilities | 7,017 | 1,644 | |||||||
Deferred revenue, net of current portion | 4,335 | 1,272 | |||||||
Total liabilities | $ | 11,352 | $ | 2,916 | |||||
Redeemable_NonControlling_Inte1
Redeemable Non-Controlling Interests, Equity and Preferred Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Noncontrolling Interest [Abstract] | |||||||||
Schedule of Shares of Common Stock Reserved for Issuance | The Company had shares of common stock reserved for issuance as follows (in thousands): | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Awards issued and outstanding | 10,053 | 6,609 | |||||||
Awards available for grant under equity incentive plans | 8,783 | 2,567 | |||||||
Long-term incentive plan | 4,059 | 4,059 | |||||||
Total | 22,895 | 13,235 | |||||||
Equity_Compensation_Plans_Tabl
Equity Compensation Plans (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Summary of Stock Option Activity | A summary of stock option activity is as follows (in thousands, except term and per share amounts): | |||||||||||||||||
Weighted | ||||||||||||||||||
Weighted- | Average | |||||||||||||||||
Shares | Average | Remaining | Aggregate | |||||||||||||||
Underlying | Exercise | Contractual | Intrinsic | |||||||||||||||
Options | Price | Term | Value | |||||||||||||||
Outstanding—December 31, 2013 | 6,609 | $ | 1 | $ | 12,755 | |||||||||||||
Granted | 3,493 | 1.6 | ||||||||||||||||
Exercised | — | — | ||||||||||||||||
Cancelled | (49 | ) | 1.03 | |||||||||||||||
Outstanding—December 31, 2014 | 10,053 | $ | 1.21 | 8.8 | $ | 80,790 | ||||||||||||
Options vested and exercisable—December 31, 2013 | 186 | $ | 1 | 9.5 | $ | 359 | ||||||||||||
Options vested and exercisable—December 31, 2014 | 764 | $ | 1.06 | 8.7 | $ | 6,241 | ||||||||||||
Options vested and expected to vest—December 31, 2013 | 2,001 | $ | 1 | 9.6 | $ | 3,862 | ||||||||||||
Options vested and expected to vest—December 31, 2014 | 8,559 | $ | 1.21 | 8.8 | $ | 68,463 | ||||||||||||
Stock Option Activity By Range Of Exercise Price | ||||||||||||||||||
The following table summarizes stock option activity by range of exercise price as of December 31, 2014 (number of awards in thousands): | ||||||||||||||||||
Awards Outstanding | Awards Exercisable | |||||||||||||||||
Weighted Average | ||||||||||||||||||
Number of Awards | Remaining | Weighted Average | Number of Awards | Weighted Average | ||||||||||||||
Range of Exercise Price | Outstanding | Contractual Life | Exercise Price | Exercisable | Exercise Price | |||||||||||||
$0.00 - $1.00 | 6,565 | 8.6 | $ | 1 | 620 | $ | 1 | |||||||||||
$1.01 - $2.00 | 3,156 | 9.1 | 1.3 | 144 | 1.3 | |||||||||||||
$2.01 - $10.00 | 320 | 9.5 | 4.14 | — | — | |||||||||||||
$10.01 - $16.00 | 12 | 9.7 | 16 | — | — | |||||||||||||
Total | 10,053 | 8.8 | $ | 1.21 | 764 | $ | 1.06 | |||||||||||
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in operating expenses as follows (in thousands): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 20121 | 2012 | |||||||||||||||
Cost of revenue—operating leases and incentives | $ | 1,105 | $ | 6 | $ | — | $ | — | ||||||||||
Sales and marketing | 860 | 51 | — | — | ||||||||||||||
General and administrative | 21,722 | 237 | — | 155 | ||||||||||||||
Total stock-based compensation | $ | 23,687 | $ | 294 | $ | — | $ | 155 | ||||||||||
(1) No stock options were outstanding during the Successor Period from November 17, 2012 through December 31, 2012. | ||||||||||||||||||
Black Scholes Merton Method | ||||||||||||||||||
Weighted Average Assumptions to Estimate Fair Value of Stock Options | The fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions: | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Expected term (in years) | 6.2 | 6.3 | — | 6.3 | ||||||||||||||
Volatility | 87.1 | % | 80 | % | — | 67 | % | |||||||||||
Risk-free interest rate | 1.9 | % | 1.7 | % | — | 1.2 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | — | 0 | % | |||||||||||
Monte Carlo Simulation Method | ||||||||||||||||||
Weighted Average Assumptions to Estimate Fair Value of Stock Options | The fair values using the Monte Carlo Simulation method were estimated on each grant date using the following weighted-average assumptions: | |||||||||||||||||
Year Ended | ||||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Volatility | 80 | % | 80 | % | ||||||||||||||
Risk-free interest rate | 2.7 | % | 2.6 | % | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||
Schedule of Income Tax (Benefit) Expense | The income tax (benefit) expense is composed of the following (in thousands): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Current: | ||||||||||||||||||
Federal | $ | 1,358 | $ | 2,492 | $ | — | $ | — | ||||||||||
State | 4,035 | 569 | 1 | 7 | ||||||||||||||
Total current expense | 5,393 | 3,061 | 1 | 7 | ||||||||||||||
Deferred: | ||||||||||||||||||
Federal | (9,636 | ) | (2,900 | ) | (932 | ) | — | |||||||||||
State | (2,827 | ) | (38 | ) | (143 | ) | — | |||||||||||
Total deferred benefit | (12,463 | ) | (2,938 | ) | (1,075 | ) | — | |||||||||||
Income tax (benefit) expense | $ | (7,070 | ) | $ | 123 | $ | (1,074 | ) | $ | 7 | ||||||||
Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax (Benefit) Expense | The following table presents a reconciliation of the tax benefit computed at the statutory federal rate and the Company’s tax (benefit) expense (in thousands): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Income tax benefit—computed as 35% of pretax loss | $ | (60,546 | ) | $ | (19,721 | ) | $ | (1,488 | ) | $ | (4,569 | ) | ||||||
Effect of non-controlling interests and redeemable | 47,962 | 21,737 | 238 | 602 | ||||||||||||||
non-controlling interests | ||||||||||||||||||
Effect of nondeductible acquisition costs | 21 | — | 270 | — | ||||||||||||||
Effect of nondeductible expenses | 6,617 | 1,439 | — | 25 | ||||||||||||||
State and local income tax expenses | 616 | 343 | (94 | ) | (378 | ) | ||||||||||||
Amortization of prepaid tax asset | 2,199 | 474 | — | — | ||||||||||||||
Valuation allowance | — | — | — | 4,325 | ||||||||||||||
Effect of tax credits | (3,939 | ) | (4,472 | ) | — | — | ||||||||||||
Other | — | 323 | — | 2 | ||||||||||||||
Income tax (benefit) expense | $ | (7,070 | ) | $ | 123 | $ | (1,074 | ) | $ | 7 | ||||||||
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): | |||||||||||||||||
December 31, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Deferred tax assets: | ||||||||||||||||||
Equity compensation | $ | 3,738 | $ | 174 | ||||||||||||||
Accruals and reserves | 3,335 | 540 | ||||||||||||||||
Tax credits | 399 | 2,776 | ||||||||||||||||
Net operating losses | 198 | — | ||||||||||||||||
Investment in solar funds | 146 | 166 | ||||||||||||||||
Gross deferred tax assets | 7,816 | 3,656 | ||||||||||||||||
Valuation allowance | (222 | ) | — | |||||||||||||||
Net deferred tax assets | 7,594 | 3,656 | ||||||||||||||||
Deferred tax liabilities: | ||||||||||||||||||
Investment in solar funds | (106,664 | ) | (31,039 | ) | ||||||||||||||
Depreciation and amortization | (9,493 | ) | (10,993 | ) | ||||||||||||||
Gross deferred tax liabilities | (116,157 | ) | (42,032 | ) | ||||||||||||||
Net deferred tax liabilities | $ | (108,563 | ) | $ | (38,376 | ) | ||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||
Components of Related Party Transactions | The Company’s operations included the following expenses from related party transactions (in thousands): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Cost of revenue—operating leases and incentives | $ | 7,834 | $ | 1,558 | $ | 73 | $ | 246 | ||||||||||
Sales and marketing | 2,312 | 866 | 131 | 406 | ||||||||||||||
General and administrative | 5,909 | 2,323 | 614 | 3,624 | ||||||||||||||
Interest expense(1) | 4,481 | 2,924 | 9 | — | ||||||||||||||
-1 | Includes revolving lines of credit—related party. See Note 10—Debt Obligations. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 were as follows (in thousands): | ||||
Years Ending December 31, | |||||
2015 | $ | 7,077 | |||
2016 | 8,647 | ||||
2017 | 6,396 | ||||
2018 | 3,748 | ||||
2019 | 3,781 | ||||
Thereafter | 4,080 | ||||
Total minimum lease payments | $ | 33,729 | |||
Basic_and_Diluted_Net_Income_L1
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||
Computation of Basic and Diluted Net Loss per Share to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net (loss attributable) income available per share to common stockholders for the years ended December 31, 2014 and 2013, the Successor Period ended December 31, 2012 and the Predecessor Period (in thousands, except per share amounts): | |||||||||||||||||
Successor | Predecessor | |||||||||||||||||
Period from | Period from | |||||||||||||||||
November 17, | January 1, | |||||||||||||||||
Year Ended | through | through | ||||||||||||||||
December 31, | December 31, | November 16, | ||||||||||||||||
2014 | 2013 | 2012 | 2012 | |||||||||||||||
Numerator: | ||||||||||||||||||
Net (loss attributable) income available to common | $ | (28,883 | ) | $ | 5,638 | $ | (2,604 | ) | $ | (31,674 | ) | |||||||
stockholders | ||||||||||||||||||
Denominator: | ||||||||||||||||||
Shares used in computing net (loss attributable) income | 83,446 | 75,000 | 75,000 | 75,000 | ||||||||||||||
available per share to common stockholders, basic | ||||||||||||||||||
Weighted-average effect of potentially dilutive shares to | — | 223 | — | — | ||||||||||||||
purchase common stock | ||||||||||||||||||
Shares used in computing net (loss attributable) income | 83,446 | 75,223 | 75,000 | 75,000 | ||||||||||||||
available per share to common stockholders, diluted | ||||||||||||||||||
Net (loss attributable) income available per share to common | ||||||||||||||||||
stockholders | ||||||||||||||||||
Basic | $ | (0.35 | ) | $ | 0.08 | $ | (0.03 | ) | $ | (0.42 | ) | |||||||
Diluted | $ | (0.35 | ) | $ | 0.07 | $ | (0.03 | ) | $ | (0.42 | ) | |||||||
Organization_Additional_Inform
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Delaware corporation incorporation date | 12-Aug-11 |
Contractual term of customers | 20 years |
313 Acquisition LLC | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Date of acquisition | 16-Nov-12 |
Percentage of equity interest acquired | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | |
Supplier | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Stock split description | In July 2013, the board of directors approved a 750,000-for-1 stock split of common stock. | ||||||
Stock split of common stock | 750,000 | ||||||
Restricted cash | $6,516,000 | $5,000,000 | |||||
Allowance for doubtful accounts receivable | 600,000 | 0 | |||||
Grant proceeds as percentage of tax basis of eligible solar energy systems | 30.00% | ||||||
Investment tax credits as percentage of value of eligible solar property | 30.00% | ||||||
Solar energy systems, gross | 553,851,000 | 177,351,000 | |||||
Accumulated depreciation and amortization | 10,186,000 | 2,075,000 | |||||
System equipment costs, Useful Lives | 30 years | ||||||
Impairment of indefinite-lived intangible assets | 0 | ||||||
Impairment of long-lived assets | 0 | ||||||
Amortization period of prepaid tax asset | 30 years | ||||||
Lease term on deferred revenue | 20 years | ||||||
Warranty period | 1 year | ||||||
Other comprehensive income (loss), net of tax | 0 | ||||||
Initial direct costs related to solar energy systems, Useful Lives | 20 years | ||||||
Description of operating lease agreements | The Company has determined that power purchase agreements should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception | ||||||
Operating leases and incentives | 109,000 | 21,688,000 | 5,864,000 | ||||
Rebates recognized within operating leases and incentives | 0 | 200,000 | |||||
Revenue recognition period | 4 years | ||||||
Research and development | 1,892,000 | ||||||
Advertising costs | 200,000 | 3,500,000 | 1,300,000 | ||||
Interest and penalties associated with employee payroll withholding tax payments | 1,400,000 | 1,900,000 | |||||
Percentage of tax benefit realized upon ultimate settlement | 50.00% | ||||||
Predecessor | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Operating leases and incentives | 183,000 | ||||||
Rebates recognized within operating leases and incentives | 0 | ||||||
Advertising costs | 200,000 | ||||||
Interest and penalties associated with employee payroll withholding tax payments | 200,000 | ||||||
Customer Contracts | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 3 years | ||||||
Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 5 years | ||||||
Trademarks/Trade Names | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 10 years | ||||||
Internal-use software | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 3 years | ||||||
Amortization of internal-use software | 0 | ||||||
Vehicles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Vehicles under capital leases, useful life | 3 years | ||||||
Furniture and Computer and Other Equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
System equipment costs, Useful Lives | 3 years | ||||||
Solar Photovoltaic | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of suppliers | 2 | 2 | 2 | ||||
Solar Photovoltaic | Supplier One | Cost of Goods, Product Line | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of purchase from each suppliers | 50.00% | 48.00% | 63.00% | ||||
Solar Photovoltaic | Supplier Two | Cost of Goods, Product Line | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of purchase from each suppliers | 40.00% | 48.00% | 20.00% | ||||
Inverter Suppliers | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of suppliers | 1 | 1 | 1 | ||||
Solar Energy Systems | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Solar energy systems, gross | 598,400,000 | 190,100,000 | |||||
Power Grid | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Solar energy systems, gross | 407,700,000 | 132,300,000 | |||||
Solar Renewable Energy Certificates | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Operating leases and incentives | 0 | 2,600,000 | 300,000 | ||||
Solar Renewable Energy Certificates | Predecessor | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Operating leases and incentives | 0 | ||||||
Bank Of America Aggregation Credit Facility | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | 1,500,000 | ||||||
Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $5,000,000 | $5,000,000 | $5,000,000 | ||||
Minimum | Developed Technology | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 5 years | ||||||
Minimum | Leasehold Improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
System equipment costs, Useful Lives | 1 year | ||||||
Minimum | Solar Energy Systems | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 10 years | ||||||
Minimum | Photovoltaic Installation Software Products and Devices | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 1 year | ||||||
Maximum | Developed Technology | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Amortization period of intangible assets | 8 years | ||||||
Maximum | Leasehold Improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
System equipment costs, Useful Lives | 3 years | ||||||
Maximum | Solar Energy Systems | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 25 years | ||||||
Maximum | Photovoltaic Installation Software Products and Devices | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warranty period | 2 years | ||||||
Cash and Cash Equivalents | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Maturity of time deposits | 3 months |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Revenue by Major Product (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | |
Revenue: | ||||
Operating leases and incentives | $109,000 | $21,688,000 | $5,864,000 | |
Solar energy system and product sales | 3,570,000 | 306,000 | ||
Total revenue | 109,000 | 25,258,000 | 6,170,000 | |
Predecessor | ||||
Revenue: | ||||
Operating leases and incentives | 183,000 | |||
Solar energy system and product sales | 157,000 | |||
Total revenue | 340,000 | |||
Photovoltaic installation devices and software | ||||
Revenue: | ||||
Solar energy system and product sales | 3,213,000 | |||
Solar energy system sales | ||||
Revenue: | ||||
Solar energy system and product sales | 357,000 | 306,000 | ||
Solar energy system sales | Predecessor | ||||
Revenue: | ||||
Solar energy system and product sales | $157,000 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Estimated Useful Lives of the Respective Assets (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
System equipment costs, Useful Lives | 30 years |
Initial direct costs related to solar energy systems, Useful Lives | 20 years |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $2,507 | $2,520 |
Level I | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 607 | 620 |
Level II | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 1,900 | 1,900 |
Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 1,900 | 1,900 |
Time Deposits | Level II | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 1,900 | 1,900 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 607 | 620 |
Money Market Funds | Level I | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $607 | $620 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Long-term debt | $105,000,000 | |
Revolving lines of credit—related party | 41,412,000 | |
Line of credit facility, fair value | 39,000,000 | |
Realized gains or losses on financial assets | $0 | $0 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended |
Dec. 31, 2014 | Nov. 16, 2012 | Jan. 31, 2014 | |
Business Acquisition [Line Items] | |||
Expected growth of goodwill terms | 20 years | ||
313 Acquisition LLC | |||
Business Acquisition [Line Items] | |||
Date of acquisition | 16-Nov-12 | ||
Purchase price agreed in the purchase agreement | $75,000,000 | ||
Purchase price on acquisition date | 73,130,000 | ||
Net worth adjustment | 400,000 | ||
Purchase of outstanding stock and options | 71,700,000 | ||
Retention bonus for employees | 2,700,000 | ||
Transaction fees | 1,000,000 | ||
Purchase consideration placed in escrow | 9,500,000 | ||
Deferred tax liabilities | 16,300,000 | 11,643,000 | |
Deferred tax assets | 4,700,000 | ||
Purchase price agreed in the purchase agreement | 71,658,000 | ||
Solmetric | |||
Business Acquisition [Line Items] | |||
Purchase price on acquisition date | 12,200,000 | ||
Purchase of outstanding stock and options | 12,200,000 | ||
Retention bonus for employees | 300,000 | ||
Transaction fees | 100,000 | ||
Purchase consideration placed in escrow | 1,000,000 | ||
Deferred tax liabilities | 1,478,000 | ||
Deferred tax assets | 1,000,000 | ||
Purchase price agreed in the purchase agreement | 12,179,000 | 12,000,000 | |
Deferred tax liabilities gross | 2,500,000 | ||
Revenue from acquisition | 3,200,000 | ||
Net income from acquisition | 400,000 |
Business_Acquisitions_Schedule
Business Acquisitions - Schedule of Net Purchase Consideration (Details) (USD $) | 12 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Nov. 16, 2012 |
Business Acquisition [Line Items] | ||
Total purchase consideration | $12,040 | |
313 Acquisition LLC | ||
Business Acquisition [Line Items] | ||
Cash | 73,130 | |
Less: Cash acquired | -1,472 | |
Total purchase consideration | $71,658 |
Business_Acquisitions_Summary_
Business Acquisitions - Summary of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $36,601 | $29,545 | ||
313 Acquisition LLC | ||||
Business Acquisition [Line Items] | ||||
Current assets acquired | 171 | |||
Goodwill | 29,545 | |||
Current liabilities assumed | -15,111 | |||
Deferred tax liability, net | -16,300 | -11,643 | ||
Revolving line of credit | -4,000 | |||
Redeemable non-controlling interests | -10,619 | |||
Total purchase consideration | 71,658 | |||
313 Acquisition LLC | Customer Contracts | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 43,783 | |||
313 Acquisition LLC | Solar Energy Systems | ||||
Business Acquisition [Line Items] | ||||
Property | 39,532 | |||
Solmetric | ||||
Business Acquisition [Line Items] | ||||
Property | 77 | |||
Goodwill | 7,056 | |||
Current liabilities assumed | -210 | |||
Deferred tax liability, net | -1,478 | |||
Total purchase consideration | 12,179 | 12,000 | ||
Cash acquired | 139 | |||
Inventories | 580 | |||
Other current assets acquired | 221 | |||
Solmetric | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 738 | |||
Solmetric | Trademarks/Trade Names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,664 | |||
Solmetric | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,295 | |||
Solmetric | In Process Research And Development | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $2,097 |
Business_Acquisitions_Pro_Form
Business Acquisitions - Pro Forma Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
313 Acquisition LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $449 | ||
Pro forma net loss | -26,604 | ||
Pro forma net (loss attributable) income available to common stockholders | -24,134 | ||
Solmetric | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 25,380 | 9,122 | |
Pro forma net loss | -165,734 | -57,046 | |
Pro forma net (loss attributable) income available to common stockholders | ($28,698) | $5,062 |
Solar_Energy_Systems_Details
Solar Energy Systems (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $553,851 | $177,351 |
Less: Accumulated depreciation and amortization | -10,186 | -2,075 |
Solar energy systems, net excluding inventory | 543,665 | 175,276 |
Solar energy system inventory | 44,502 | 12,782 |
Solar energy systems, net | 588,167 | 188,058 |
System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 478,502 | 155,101 |
Initial Direct Costs Related to Solar Energy Systems | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $75,349 | $22,250 |
Solar_Energy_Systems_Additiona
Solar Energy Systems - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Subject To Or Available For Operating Lease [Line Items] | |||
Depreciation and amortization expense | $18,000 | $8,523,000 | $1,984,000 |
Solar Energy System Inventory | |||
Property Subject To Or Available For Operating Lease [Line Items] | |||
Depreciation | 0 | ||
Depreciation and amortization expense | $8,100,000 | $2,000,000 |
Property_and_Equipment_Summary
Property and Equipment - Summary of Property and Equipment Net (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property Plant And Equipment [Line Items] | ||
System equipment costs, Useful Lives | 30 years | |
Property, gross | $17,622 | $4,796 |
Less: Accumulated depreciation and amortization | -4,598 | -1,156 |
Property and equipment, net | 13,024 | 3,640 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
System equipment costs, Useful Lives | 3 years | |
Property, gross | 13,351 | 4,796 |
Furniture and Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
System equipment costs, Useful Lives | 3 years | |
Property, gross | 2,183 | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $2,088 | |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
System equipment costs, Useful Lives | 1 year | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
System equipment costs, Useful Lives | 3 years |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $18,000 | $8,523,000 | $1,984,000 | |
Predecessor | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | 72,000 | |||
Property and equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | 0 | 3,400,000 | 1,200,000 | |
Property and equipment | Predecessor | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | 0 | 0 | ||
Vehicles Acquired Under Capital Leases | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | 0 | |||
Vehicles Acquired Under Capital Leases | Solar Energy Systems | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | -3,000,000 | -1,200,000 | ||
Vehicles Acquired Under Capital Leases | Predecessor | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $0 |
Property_and_Equipment_Summary1
Property and Equipment - Summary of Future Minimum Lease Payments Under Capital Leases (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Abstract] | ||
2015 | $4,029 | |
2016 | 3,266 | |
2017 | 2,625 | |
2018 | 669 | |
2019 | 46 | |
Total minimum lease payments | 10,635 | |
Less: interest | 957 | |
Present value of capital lease obligations | 9,678 | |
Less: current portion | 3,502 | 1,275 |
Long-term portion | $6,176 | $2,486 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Summary of Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $49,947 | $43,783 |
Intangible assets, accumulated amortization | -31,460 | -16,419 |
Total intangible assets, net | 18,487 | 27,364 |
Customer Contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 43,783 | 43,783 |
Intangible assets, accumulated amortization | -31,013 | -16,419 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 738 | |
Intangible assets, accumulated amortization | -135 | |
Trademarks/Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,664 | |
Intangible assets, accumulated amortization | -152 | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,295 | |
Intangible assets, accumulated amortization | -160 | |
In Process Research And Development | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 2,097 | |
Internal-use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $370 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill- Additional Information (Details) (USD $) | 11 Months Ended | 12 Months Ended | ||
Nov. 16, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $0 | $100,000 | ||
Solar Energy System Inventory | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $14,900,000 | $14,595,000 | $1,800,000 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill - Summary of Expected Amortization Expense (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2015 | $13,376 |
2016 | 611 |
2017 | 611 |
2018 | 494 |
2019 | 323 |
Thereafter | 975 |
Total | $16,390 |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill - Carrying Amount of Goodwill (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $29,545 |
Goodwill acquired in Solmetric acquisition | 7,056 |
Ending balance | $36,601 |
Accrued_Compensation_Summary_o
Accrued Compensation - Summary of Accured Compensation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Compensation Disclosure [Abstract] | ||
Accrued payroll | $9,888 | $3,142 |
Accrued commissions | 6,575 | 4,206 |
Accrued employee taxes | 331 | 8,143 |
Total accrued compensation | $16,794 | $15,491 |
Accrued_and_Other_Current_Liab2
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ||
Sales and use tax payable | $5,052 | $5,299 |
Income tax payable | 4,097 | 3,061 |
Accrued professional fees | 1,289 | |
Deferred rent | 1,090 | |
Accrued unused commitment fees and interest | 478 | |
Fleet expenses | 470 | |
Accrued penalties and interest | 1,909 | |
Other accrued expenses | 1,540 | 38 |
Total accrued and other current liabilities | $14,016 | $10,307 |
Debt_Obligations_Schedule_of_D
Debt Obligations - Schedule of Debt Obligations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Long-term debt | $105,000 | |
Revolving lines of credit—related party | 41,412 | |
Total debt | $105,000 | $41,412 |
Debt_Obligations_Additional_In
Debt Obligations - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | 1 Months Ended | 4 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | Nov. 30, 2013 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Oct. 09, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | 31-May-13 | |
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | $96,000 | $9,323,000 | $3,144,000 | |||||||||||||
Restricted cash | 6,516,000 | 5,000,000 | 5,000,000 | |||||||||||||
Repayments of Short-term Debt | 75,500,000 | |||||||||||||||
Proceeds from revolving line of credit | 2,500,000 | |||||||||||||||
Predecessor | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | 881,000 | |||||||||||||||
Proceeds from revolving line of credit | 4,000,000 | |||||||||||||||
APX Parent Holdco, Inc. | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate term loan borrowing | 40,000,000 | |||||||||||||||
Loan obtained | 20,000,000 | |||||||||||||||
Two Thousand Thirteen Loan Agreement | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate term loan borrowing | 18,500,000 | 18,500,000 | ||||||||||||||
Interest expense | 0 | 3,100,000 | 1,500,000 | |||||||||||||
Two Thousand Thirteen Loan Agreement | Predecessor | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | 0 | |||||||||||||||
Two Thousand Twelve Loan Agreement | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | 1,300,000 | 1,500,000 | ||||||||||||||
Two Thousand Twelve Loan Agreement | Predecessor | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | 0 | |||||||||||||||
Minimum | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Restricted cash | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Bank Of America Aggregation Credit Facility | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Additional borrowing capacity | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||
Debt Instrument interest rate description | Under the Aggregation Facility, interest on borrowings accrues at a floating rate equal to either (1)(a) the London Interbank Offer Rate (“LIBORâ€) or (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the administrative agent’s prime rate and (iii) LIBOR plus 1% and (2) a margin that varies between 3.25% during the period during which the Company may incur borrowings and 3.50% after such period. | |||||||||||||||
Debt instrument, maturity date | 12-Mar-18 | |||||||||||||||
Repayment of revolving line of credit | 75,700,000 | |||||||||||||||
Remaining borrowing capacity | 245,000,000 | |||||||||||||||
Interest expense | 1,400,000 | 0 | ||||||||||||||
Deferred financing costs, current portion | 2,500,000 | |||||||||||||||
Deferred financing costs, long-term portion | 5,500,000 | |||||||||||||||
Restricted cash | 1,500,000 | |||||||||||||||
Bank Of America Aggregation Credit Facility | Minimum | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.25% | |||||||||||||||
Bank Of America Aggregation Credit Facility | Maximum | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 3.50% | |||||||||||||||
Bank Of America Aggregation Credit Facility | Federal Funds Effective Swap Rate | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||
Bank Of America Aggregation Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||
Bank of America, N.A. Term Loan Credit Facility | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt Instrument interest rate description | Under this credit facility, the Company incurred interest on the term borrowings that accrued at a floating rate based on (1) LIBOR plus a margin equal to 4%, or (2) a rate equal to 3% plus the greatest of (a) the Federal Funds Rate plus 0.5%, (b) the administrative agent’s prime rate and (c) LIBOR plus 1%. | |||||||||||||||
Debt instrument interest rate | 3.00% | |||||||||||||||
Aggregate term loan borrowing | 75,500,000 | |||||||||||||||
Interest expense | 1,300,000 | |||||||||||||||
Restricted cash | 1,600,000 | |||||||||||||||
Repayments of Short-term Debt | 75,500,000 | |||||||||||||||
Bank of America, N.A. Term Loan Credit Facility | Federal Funds Effective Swap Rate | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||
Bank of America, N.A. Term Loan Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 4.00% | |||||||||||||||
Bank of America, N.A. Term Loan Credit Facility | L I B O R Plus | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||
Revolving Lines of Credit | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate borrowing capacity | 15,000,000 | |||||||||||||||
Aggregate term loan borrowing | 6,500,000 | 6,500,000 | ||||||||||||||
Interest expense | 100,000 | 0 | 200,000 | |||||||||||||
Weighted average interest rate of short term borrowings | 10.50% | 10.50% | 10.50% | 10.50% | ||||||||||||
Date of repayment of borrowings and termination of agreement | 30-Jun-13 | |||||||||||||||
Revolving Lines of Credit | Predecessor | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Interest expense | 100,000 | |||||||||||||||
Weighted average interest rate of short term borrowings | 10.50% | |||||||||||||||
Revolving Lines of Credit | 2013 Loan Agreement and 2012 Loan Agreement | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Repayment of revolving line of credit | 58,800,000 | |||||||||||||||
Revolving Lines of Credit | Two Thousand Thirteen Loan Agreement | APX Parent Holdco, Inc. | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate borrowing capacity | 50,000,000 | 20,000,000 | ||||||||||||||
Additional borrowing capacity | 30,000,000 | |||||||||||||||
Repayment of revolving line of credit | 141,500,000 | |||||||||||||||
Line of credit, interest rate | 12.00% | 12.00% | 20.00% | |||||||||||||
Proceeds from revolving line of credit | 154,500,000 | |||||||||||||||
Revolving Lines of Credit | Two Thousand Twelve Loan Agreement | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Line of credit, interest rate | 7.50% | |||||||||||||||
Revolving Lines of Credit | Two Thousand Twelve Loan Agreement | Vivint | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate borrowing capacity | 20,000,000 | |||||||||||||||
Aggregate term loan borrowing | 15,000,000 | 15,000,000 | 5,000,000 | |||||||||||||
Revolving Lines of Credit | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Bank of America, N.A. | Aggregation Credit Facility | ||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||
Aggregate borrowing capacity | 350,000,000 | 350,000,000 | 350,000,000 | |||||||||||||
Aggregate term loan borrowing | $105,000,000 |
Investment_Funds_Additional_In
Investment Funds - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Fund | |||
Investment Holdings [Line Items] | |||
Summary of investment fund | As of December 31, 2014, the Company had formed 12 investment funds for the purpose of funding the purchase of solar energy systems. | ||
Number of investment funds | 12 | ||
Investors cash contribution to variable interest equity | $480,200,000 | $140,700,000 | |
Restricted cash | 6,516,000 | 5,000,000 | |
Accrued distribution | 4,000,000 | ||
Minimum | |||
Investment Holdings [Line Items] | |||
Restricted cash | 5,000,000 | 5,000,000 | 5,000,000 |
Fund | |||
Investment Holdings [Line Items] | |||
Investors committed capital contribution to variable interest equity | 75,000,000 | ||
Investor | |||
Investment Holdings [Line Items] | |||
Investors cash contribution to variable interest equity | $110,000,000 | $60,000,000 |
Investment_Funds_Aggregate_Car
Investment Funds - Aggregate Carrying Value of Funds Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | |||||
Current assets: | |||||
Cash and cash equivalents | $261,649 | $6,038 | $11,650 | ||
Accounts receivable, net | 1,837 | 608 | |||
Total current assets | 281,066 | 12,584 | |||
Solar energy systems, net | 588,167 | 188,058 | |||
TOTAL ASSETS | 1,064,324 | [1] | 297,707 | [1] | |
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 6,780 | 1,576 | |||
Current portion of deferred revenue | 314 | 68 | |||
Total current liabilities | 94,892 | 57,141 | |||
Deferred revenue, net of current portion | 4,466 | 1,272 | |||
Total liabilities | 322,761 | [1] | 143,821 | [1] | |
Variable Interest Entities | |||||
Current assets: | |||||
Cash and cash equivalents | 12,641 | 3,092 | |||
Accounts receivable, net | 1,542 | 544 | |||
Total current assets | 14,183 | 3,636 | |||
Solar energy systems, net | 525,903 | 152,565 | |||
TOTAL ASSETS | 540,086 | 156,201 | |||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 6,780 | 1,576 | |||
Current portion of deferred revenue | 237 | 68 | |||
Total current liabilities | 7,017 | 1,644 | |||
Deferred revenue, net of current portion | 4,335 | 1,272 | |||
Total liabilities | $11,352 | $2,916 | |||
[1] | The Company’s consolidated assets as of December 31, 2014 and 2013 include $540.1 million and $156.2 million consisting of assets of variable interest entities, or VIEs, that can only be used to settle obligations of the VIEs. These assets include solar energy systems, net, of $525.9 million and $152.6 million as of December 31, 2014 and 2013; cash and cash equivalents of $12.6 million and $3.1 million as of December 31, 2014 and 2013; and accounts receivable, net, of $1.6 million and $0.5 million as of December 31, 2014 and 2013. The Company’s consolidated liabilities as of December 31, 2014 and 2013 included $11.4 million and $2.9 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 $6.8 million and $1.6 million as of December 31, 2014 and 2013; and deferred revenue of $4.6 million and $1.3 million as of December 31, 2014 and 2013. See further description in Note 11—Investment Funds. |
Redeemable_NonControlling_Inte2
Redeemable Non-Controlling Interests, Equity and Preferred Stock - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||
Oct. 06, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2012 | Jan. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Oct. 31, 2014 | Dec. 31, 2013 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 100,000,000 | ||||||||
Common stock, shares issued | 105,303,000 | 75,000,000 | ||||||||
Common stock, shares outstanding | 105,303,000 | 75,000,000 | ||||||||
Issuance of common stock (in shares) | 20,600,000 | |||||||||
Shares of Common Stock Sold, Per Share | $16 | |||||||||
Net proceeds from issuance of common stock | $300,600,000 | |||||||||
Payments of stock offering expenses | 8,800,000 | |||||||||
Proceeds from issuance of common stock | 412,912,000 | |||||||||
Initial Public Offering Estimated Mid Point Price Per Share | $17 | |||||||||
Additional paid-in capital | 502,785,000 | 75,049,000 | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||||
Preferred Stock, Shares Issued | 0 | |||||||||
Put Option | Minimum | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Purchase price for investors' interest in funds under Put Options | 700,000 | |||||||||
Put Option | Maximum | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Purchase price for investors' interest in funds under Put Options | 4,100,000 | |||||||||
Call Option | Minimum | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Purchase price for investors' interest in funds under Put Options | 700,000 | |||||||||
Call Option | Maximum | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Purchase price for investors' interest in funds under Put Options | 7,000,000 | |||||||||
After Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Common stock, shares outstanding | 75,000,000 | |||||||||
Issuance of common stock (in shares) | 75,000,000 | |||||||||
Series A Common Stock | Prior to Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Common stock, shares outstanding | 25,000 | |||||||||
Series B Common Stock | Prior to Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Common stock, shares outstanding | 25,000 | |||||||||
Series B Redeemable Preferred Stock | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Shares of Common Stock Sold, Per Share | $1,199 | |||||||||
Preferred Stock, Shares Issued | 4,171 | |||||||||
Proceeds from issuance of redeemable preferred stock | 5,000,000 | |||||||||
Series B Redeemable Preferred Stock | Prior to Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Preferred Stock, Shares Outstanding | 8,342 | |||||||||
Series B Redeemable Preferred Stock | After Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 0 | |||||||||
Preferred Stock, Shares Outstanding | 0 | |||||||||
Accretion to redemption value of Series B redeemable preferred stock | 20,000,000 | |||||||||
Series A Preferred Stock | Prior to Acquisition | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Preferred Stock, Shares Outstanding | 25,000 | |||||||||
General and Administrative Expense | Director | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Stock-based compensation expense | 14,800,000 | 14,800,000 | ||||||||
313 Acquisition LLC | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Issuance of common stock (in shares) | 2,700,000 | |||||||||
Shares of Common Stock Sold, Per Share | $10.67 | $10.67 | ||||||||
Proceeds from issuance of common stock | 28,500,000 | |||||||||
Additional paid-in capital | 43,400,000 | 43,400,000 | ||||||||
313 Acquisition LLC | Director | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Issuance of common stock (in shares) | 7,000,000 | |||||||||
Shares of Common Stock Sold, Per Share | $10.67 | $10.67 | ||||||||
Proceeds from issuance of common stock | $75,000,000 |
Redeemable_NonControlling_Inte3
Redeemable Non-Controlling Interests, Equity and Preferred Stock - Schedule of Shares of Common Stock Reserved for Issuance (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Equity [Abstract] | ||
Awards issued and outstanding | 10,053,000 | 6,609,000 |
Awards available for grant under equity incentive plans | 8,783,000 | 2,567,000 |
Long-term incentive plan | 4,059,000 | 4,059,000 |
Total | 22,895,000 | 13,235,000 |
Equity_Compensation_Plans_Addi
Equity Compensation Plans - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |
Apr. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares reserved for issuance | 22,895,000 | 13,235,000 | |||||
Shares forfeited | 49,000 | ||||||
Options issued and outstanding | 10,053,000 | 6,609,000 | |||||
Shares Underlying Options, Granted | 3,493,000 | ||||||
Aggregate market capitalization | $1,000,000,000 | ||||||
Number of days of trading | 240 days | ||||||
Award vesting period for outside of plan | 30 days | ||||||
Long-term incentive plan | 4,059,000 | 4,059,000 | |||||
Expected dividend yield | 0 | ||||||
Director | General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 14,800,000 | 14,800,000 | |||||
2014 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock shares reserved for issuance | 8,800,000 | ||||||
Number of additional shares available for issuance | 22,400 | ||||||
Options issued and outstanding | 22,400 | ||||||
Percentage of outstanding shares of common stock | 4.00% | ||||||
Two Thousand And Thirteen Omnibus Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares forfeited | 5,000 | ||||||
Options issued and outstanding | 6,700,000 | ||||||
Number of additional shares available for issuance | 0 | ||||||
Share-based award, compensation cost | 5,800,000 | ||||||
Stock-based compensation expense | 100,000 | ||||||
Fair value of stock options vested | 1,000,000 | 100,000 | |||||
Members of board of directors | 2 | ||||||
Two Thousand And Thirteen Omnibus Incentive Plan | Time Based Condition | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted-average grant-date fair value of options granted | $4.69 | $0.91 | |||||
Shares Underlying Options, Exercised | 0 | 0 | |||||
Unrecognized stock-based compensation expense | 12,500,000 | 4,900,000 | |||||
Time-based awards, period for recognition | 2 years 7 months 6 days | 2 years 8 months 12 days | |||||
Two Thousand And Thirteen Omnibus Incentive Plan | Time Based Condition | Share-based Compensation Award, Tranche One | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options subject to ratable performance-based vesting percentage | 33.33% | 33.33% | |||||
Award vesting period | 5 years | 5 years | |||||
Options contractual period | 10 years | 10 years | |||||
Two Thousand And Thirteen Omnibus Incentive Plan | Performance Condition | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted-average grant-date fair value of options granted | $2.80 | $2.23 | |||||
Time-based awards, period for recognition | 1 year 10 months 24 days | ||||||
Two Thousand And Thirteen Omnibus Incentive Plan | Performance Condition | Share-based Compensation Award, Tranche Two | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options subject to ratable performance-based vesting percentage | 66.67% | 66.67% | |||||
Two Thousand And Thirteen Omnibus Incentive Plan | Restricted Stock | Director | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares Underlying Options, Granted | 22,400 | ||||||
Non-omnibus Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares Underlying Options, Granted | 617,647 | ||||||
Long Term Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares Underlying Options, Granted | 0 | ||||||
Stock-based compensation expense | $0 | $0 | |||||
Long-term incentive plan | 4,100,000 |
Equity_Compensation_Plans_Summ
Equity Compensation Plans - Summary of Stock Option Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Underlying Options, Outstanding, Balance | 6,609,000 | |
Shares Underlying Options, Granted | 3,493,000 | |
Shares Underlying Options, Cancelled | -49,000 | |
Shares Underlying Options, Outstanding, Balance | 10,053,000 | 6,609,000 |
Shares Underlying Options, Options vested and exercisable | 764,000 | 186,000 |
Shares Underlying Options, Options vested and expected to vest | 8,559,000 | 2,001,000 |
Weighted-Average Exercise Price, Outstanding, Balance | $1 | |
Weighted-Average Exercise Price, Granted | $1.60 | |
Weighted-Average Exercise Price, Cancelled | $1.03 | |
Weighted-Average Exercise Price, Outstanding, Balance | $1.21 | $1 |
Weighted-Average Exercise Price, Options vested and exercisable | $1.06 | $1 |
Weighted-Average Exercise Price, Options vested and expected to vest | $1.21 | $1 |
Weighted-Average Remaining Contractual Term, Outstanding, Balance | 8 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 8 years 8 months 12 days | 9 years 6 months |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 8 years 9 months 18 days | 9 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding, Balance | $12,755 | |
Aggregate Intrinsic Value, Outstanding, Balance | 80,790 | 12,755 |
Aggregate Intrinsic Value, Options vested and exercisable | 6,241 | 359 |
Aggregate Intrinsic Value, Options vested and expected to vest | $68,463 | $3,862 |
Equity_Compensation_Plans_Summ1
Equity Compensation Plans - Summary of Stock Option Activity by Range of Exercise Price (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Schedule Of Stock Options [Line Items] | |
Awards Outstanding, Number of Awards Outstanding | 10,053 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 8 years 9 months 18 days |
Awards Outstanding, Weighted Average Exercise Price | $1.21 |
Awards Exercisable, Number of Awards Exercisable | 764 |
Awards Exercisable, Weighted Average Exercise Price | $1.06 |
$0.00 - $1.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | $0 |
Range of Exercise Prices, upper limit | $1 |
Awards Outstanding, Number of Awards Outstanding | 6,565 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 8 years 7 months 6 days |
Awards Outstanding, Weighted Average Exercise Price | $1 |
Awards Exercisable, Number of Awards Exercisable | 620 |
Awards Exercisable, Weighted Average Exercise Price | $1 |
$1.01 - $2.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | $1.01 |
Range of Exercise Prices, upper limit | $2 |
Awards Outstanding, Number of Awards Outstanding | 3,156 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 9 years 1 month 6 days |
Awards Outstanding, Weighted Average Exercise Price | $1.30 |
Awards Exercisable, Number of Awards Exercisable | 144 |
Awards Exercisable, Weighted Average Exercise Price | $1.30 |
$2.01 - $10.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | $2.01 |
Range of Exercise Prices, upper limit | $10 |
Awards Outstanding, Number of Awards Outstanding | 320 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 9 years 6 months |
Awards Outstanding, Weighted Average Exercise Price | $4.14 |
$10.01 - $16.00 | |
Schedule Of Stock Options [Line Items] | |
Range of Exercise Prices, lower limit | $10.01 |
Range of Exercise Prices, upper limit | $16 |
Awards Outstanding, Number of Awards Outstanding | 12 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 9 years 8 months 12 days |
Awards Outstanding, Weighted Average Exercise Price | $16 |
Equity_Compensation_Plans_Blac
Equity Compensation Plans - Black-Scholes-Merton Option Pricing Model Used to Estimate Fair Value(Details) (Employee Stock option) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | |
Successor | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 0 years | 6 years 2 months 12 days | 6 years 3 months 18 days | |
Volatility | 87.10% | 80.00% | ||
Risk-free interest rate | 1.90% | 1.70% | ||
Dividend yield | 0.00% | 0.00% | ||
Predecessor | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 3 months 18 days | |||
Volatility | 67.00% | |||
Risk-free interest rate | 1.20% | |||
Dividend yield | 0.00% |
Equity_Compensation_Plans_Mont
Equity Compensation Plans - Monte Carlo Simulation Option Pricing Model Used to Estimate Fair Value (Details) (Monte Carlo Simulation Method) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Monte Carlo Simulation Method | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 80.00% | 80.00% |
Risk-free interest rate | 2.70% | 2.60% |
Equity_Compensation_Plans_Summ2
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) (USD $) | 12 Months Ended | 11 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | |
Successor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $23,687,000 | $294,000 | |
Predecessor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 155,000 | ||
Cost of revenue—operating leases and incentives | Successor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 1,105,000 | 6,000 | |
Sales and Marketing | Successor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 860,000 | 51,000 | |
General and Administrative | Successor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 21,722,000 | 237,000 | |
General and Administrative | Predecessor | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $155,000 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 |
Deferred: | ||||
Income tax (benefit) expense | ($1,074) | ($7,070) | $123 | |
Successor | ||||
Current: | ||||
Federal | 1,358 | 2,492 | ||
State | 1 | 4,035 | 569 | |
Total current expense | 1 | 5,393 | 3,061 | |
Deferred: | ||||
Federal | -932 | -9,636 | -2,900 | |
State | -143 | -2,827 | -38 | |
Total deferred benefit | -1,075 | -12,463 | -2,938 | |
Income tax (benefit) expense | -1,074 | -7,070 | 123 | |
Predecessor | ||||
Current: | ||||
State | 7 | |||
Total current expense | 7 | |||
Deferred: | ||||
Income tax (benefit) expense | $7 |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax (Benefit) Expense (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 |
Income Tax Contingency [Line Items] | ||||
Income tax (benefit) expense | ($1,074) | ($7,070) | $123 | |
Successor | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit—computed as 35% of pretax loss | -1,488 | -60,546 | -19,721 | |
Effect of non-controlling interests and redeemable non-controlling interests | 238 | 47,962 | 21,737 | |
Effect of nondeductible acquisition costs | 270 | 21 | ||
Effect of nondeductible expenses | 6,617 | 1,439 | ||
State and local income tax expenses | -94 | 616 | 343 | |
Amortization of prepaid tax asset | 2,199 | 474 | ||
Effect of tax credits | -3,939 | -4,472 | ||
Other | 323 | |||
Income tax (benefit) expense | -1,074 | -7,070 | 123 | |
Predecessor | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit—computed as 35% of pretax loss | -4,569 | |||
Effect of non-controlling interests and redeemable non-controlling interests | 602 | |||
Effect of nondeductible expenses | 25 | |||
State and local income tax expenses | -378 | |||
Valuation allowance | 4,325 | |||
Other | 2 | |||
Income tax (benefit) expense | $7 |
Income_Taxes_Schedule_of_Recon1
Income Taxes - Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax (Benefit) Expense (Parenthetical) (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Nov. 16, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit—statutory federal rate | 35.00% | 35.00% | 35.00% | 35.00% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Equity compensation | $3,738 | $174 |
Accruals and reserves | 3,335 | 540 |
Tax credits | 399 | 2,776 |
Net operating losses | 198 | |
Investment in solar funds | 146 | 166 |
Gross deferred tax assets | 7,816 | 3,656 |
Valuation allowance | -222 | |
Net deferred tax assets | 7,594 | 3,656 |
Deferred tax liabilities: | ||
Investment in solar funds | -106,664 | -31,039 |
Depreciation and amortization | -9,493 | -10,993 |
Gross deferred tax liabilities | -116,157 | -42,032 |
Net deferred tax liabilities | ($108,563) | ($38,376) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Useful life of assets | 30 years | |
Prepaid tax asset, net | $111,910,000 | $30,738,000 |
Deferred tax assets, current | 3,700,000 | 3,100,000 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 300,000 | 0 |
State | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 1,500,000 | 0 |
NOL, Valuation Allowance | 200,000 | |
Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Federal business tax credits | $3,900,000 | $4,500,000 |
Minimum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2025 | |
Minimum | Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2031 | |
Maximum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2034 | |
Maximum | Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2034 |
Related_Party_Transactions_Com
Related Party Transactions - Components of Related Party Transactions (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 | ||||
Related Party Transaction [Line Items] | |||||||
Cost of revenue—operating leases and incentives | $1,018,000 | $67,984,000 | $19,004,000 | ||||
Sales and marketing | 533,000 | 21,869,000 | 7,348,000 | ||||
General and administrative | 971,000 | 78,899,000 | 16,438,000 | ||||
Interest expense | 96,000 | 9,323,000 | 3,144,000 | ||||
Predecessor | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of revenue—operating leases and incentives | 3,302,000 | ||||||
Sales and marketing | 1,471,000 | ||||||
General and administrative | 7,789,000 | ||||||
Interest expense | 881,000 | ||||||
Related Party | Successor | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of revenue—operating leases and incentives | 73,000 | 7,834,000 | 1,558,000 | ||||
Sales and marketing | 131,000 | 2,312,000 | 866,000 | ||||
General and administrative | 614,000 | 5,909,000 | 2,323,000 | ||||
Interest expense | 9,000 | [1] | 4,481,000 | [1] | 2,924,000 | [1] | |
Related Party | Predecessor | |||||||
Related Party Transaction [Line Items] | |||||||
Cost of revenue—operating leases and incentives | 246,000 | ||||||
Sales and marketing | 406,000 | ||||||
General and administrative | $3,624,000 | ||||||
[1] | Includes revolving lines of credit—related party. See Note 10—Debt Obligations. |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | 1 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 16, 2012 | Apr. 30, 2013 | 31-May-14 | 31-May-13 | |
Related Party Transaction [Line Items] | ||||||||
Accounts payable—related party | $2,132,000 | $3,068,000 | ||||||
Noncash contributions for services | 797,000 | 200,000 | 160,000 | |||||
Jupiter Parties | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for management fee | 0 | 0 | 0 | |||||
Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts due from direct-sales personnel | 1,200,000 | 700,000 | ||||||
Provision for advances to direct-sales personnel | 900,000 | 400,000 | ||||||
Predecessor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncash contributions for services | 4,009,000 | |||||||
Predecessor | Jupiter Parties | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for management fee | 200,000 | |||||||
Vivint Services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees incurred in conjunction with agreements entered | 2,200,000 | |||||||
Accounts payable—related party | 2,100,000 | 3,100,000 | ||||||
Vivint Services | Successor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rental cost | 7,200,000 | 2,900,000 | 800,000 | |||||
Vivint Services | Predecessor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rental cost | 4,100,000 | |||||||
313 Incentive Units Plan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Award vesting period | 5 years | 5 years | ||||||
313 Incentive Units Plan | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncash contributions for services | 200,000 | 200,000 | ||||||
Blackstone Advisory Partners L.P. | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of placement fee | 0.75% | 0.00% | ||||||
Blackstone Advisory Partners L.P. | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of placement fee | 1.50% | 2.00% | ||||||
Blackstone Advisory Partners L.P. | Successor | General and Administrative Expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Placement fees | 4,500,000 | 1,300,000 | 0 | |||||
Blackstone Advisory Partners L.P. | Predecessor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Placement fees | 0 | |||||||
B C P And B M P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for management fee | 0 | |||||||
Management fee percentage | 1.50% | |||||||
B C P And B M P | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for management fee | 0 | |||||||
Transactions with 313 and Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution received | $0 | $0 | $1,400,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 11 Months Ended | |
Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 16, 2012 | |
Other Commitments [Line Items] | |||||
Description of operating lease agreements | The Company has determined that power purchase agreements should be accounted for as operating leases after evaluating and concluding that none of the following capitalized lease classification criteria are met: no transfer of ownership or bargain purchase option exists at the end of the lease, the lease term is not greater than 75% of the useful life or the present value of minimum lease payments does not exceed 90% of the fair value at lease inception | ||||
Forward Contract Term | 3 years | 3 years | |||
Accrued distribution | $4,000,000 | ||||
Legal Reserve | |||||
Other Commitments [Line Items] | |||||
Legal proceedings reserve | 400,000 | ||||
Standby Letters of Credit | |||||
Other Commitments [Line Items] | |||||
Standby letter of credit outstanding | 1,800,000 | 1,800,000 | |||
Accounts Payable and Accrued Liabilities | 0 | ||||
Successor | |||||
Other Commitments [Line Items] | |||||
Aggregate operating lease expense | 4,300,000 | 1,200,000 | 100,000 | ||
Predecessor | |||||
Other Commitments [Line Items] | |||||
Aggregate operating lease expense | $300,000 | ||||
Non-Cancellable Operating Leases | |||||
Other Commitments [Line Items] | |||||
Description of operating lease agreements | The warehouse lease agreements range from a term of one to seven years, with the majority having a term of three years. The equipment lease agreements, the longest of which is 12-months, include basic renewal options for an additional set period, continued renting by the month, or return of the unit. | ||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | |||||
Other Commitments [Line Items] | |||||
Lease agreement period | 3 years | ||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Minimum | Solmetric | |||||
Other Commitments [Line Items] | |||||
Lease agreement period | 1 year | ||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Maximum | |||||
Other Commitments [Line Items] | |||||
Lease agreement period | 7 years | ||||
Equipment Lease Agreement | Non-Cancellable Operating Leases | |||||
Other Commitments [Line Items] | |||||
Lease agreement period | 12 months |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $7,077 |
2016 | 8,647 |
2017 | 6,396 |
2018 | 3,748 |
2019 | 3,781 |
Thereafter | 4,080 |
Total minimum lease payments | $33,729 |
Basic_and_Diluted_Net_Income_L2
Basic and Diluted Net Income (Loss) Per Share - Computation of Basic and Diluted Net Loss per Share to Common Stockholders (Details) (USD $) | 1 Months Ended | 12 Months Ended | 11 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2012 |
Numerator: | ||||
Net (loss attributable) income available to common stockholders | ($2,604) | ($28,883) | $5,638 | |
Denominator: | ||||
Shares used in computing net (loss attributable) income available per share to common stockholders, basic | 75,000 | 83,446 | 75,000 | |
Shares used in computing net (loss attributable) income available per share to common stockholders, diluted | 75,000 | 83,446 | 75,223 | |
Net (loss attributable) income available per share to common stockholders: | ||||
Basic | ($0.03) | ($0.35) | $0.08 | |
Diluted | ($0.03) | ($0.35) | $0.07 | |
Successor | ||||
Numerator: | ||||
Net (loss attributable) income available to common stockholders | -2,604 | -28,883 | 5,638 | |
Denominator: | ||||
Shares used in computing net (loss attributable) income available per share to common stockholders, basic | 75,000 | 83,446 | 75,000 | |
Weighted-average effect of potentially dilutive shares to purchase common stock | 223 | |||
Shares used in computing net (loss attributable) income available per share to common stockholders, diluted | 75,000 | 83,446 | 75,223 | |
Net (loss attributable) income available per share to common stockholders: | ||||
Basic | ($0.03) | ($0.35) | $0.08 | |
Diluted | ($0.03) | ($0.35) | $0.07 | |
Predecessor | ||||
Numerator: | ||||
Net (loss attributable) income available to common stockholders | ($31,674) | |||
Denominator: | ||||
Shares used in computing net (loss attributable) income available per share to common stockholders, basic | 75,000 | |||
Shares used in computing net (loss attributable) income available per share to common stockholders, diluted | 75,000 | |||
Net (loss attributable) income available per share to common stockholders: | ||||
Basic | ($0.42) | |||
Diluted | ($0.42) |
Basic_and_Diluted_Net_Income_L3
Basic and Diluted Net Income (Loss) Per Share - Additional Information (Details) (Omnibus Plan) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Omnibus Plan | |
Earnings Per Share Diluted [Line Items] | |
Number of shares granted | 4.4 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Mar. 13, 2015 | Feb. 28, 2015 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | |||||
Revenue related to discontinued operations | $2,100,000 | ||||
Scenario, Forecast | Minimum | |||||
Subsequent Event [Line Items] | |||||
Impairment charges related to discontinued operations | 4,000,000 | ||||
Scenario, Forecast | Maximum | |||||
Subsequent Event [Line Items] | |||||
Impairment charges related to discontinued operations | 5,000,000 | ||||
Bank Of America Aggregation Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Revolving credit facility maturity date | 12-Mar-18 | ||||
Additional borrowing capacity | 200,000,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Commitment under investment fund arrangement | 50,000,000 | ||||
Purchase price for investors' interest in funds | 1,200,000 | ||||
Subsequent Event | Bank Of America Working Capital Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Aggregate borrowing capacity | 131,000,000 | ||||
Credit facility increasing amount | 150,000,000 | ||||
Revolving credit facility maturity date | 31-Mar-20 | ||||
Subsequent Event | Bank Of America Aggregation Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Aggregate borrowing capacity | 375,000,000 | ||||
Credit facility increasing amount | 550,000,000 | ||||
Increase in funding commitment | 25,000,000 | ||||
Additional borrowing capacity | $175,000,000 |