Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 02, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VSLR | ||
Entity Registrant Name | Vivint Solar, Inc. | ||
Entity Central Index Key | 1,607,716 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 106,595,407 | ||
Entity Public Float | $ 264.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 92,213 | $ 261,649 | |
Accounts receivable, net | 3,636 | 1,837 | |
Inventories | 631 | 774 | |
Prepaid expenses and other current assets | 17,078 | 16,806 | |
Total current assets | 113,558 | 281,066 | |
Restricted cash and cash equivalents | 15,035 | 6,516 | |
Solar energy systems, net | 1,102,157 | 588,167 | |
Property and equipment, net | 48,168 | 13,024 | |
Intangible assets, net | 2,031 | 18,487 | |
Goodwill | 36,601 | 36,601 | |
Prepaid tax asset, net | 277,496 | 111,910 | |
Other non-current assets, net | 14,024 | 8,553 | |
TOTAL ASSETS | [1] | 1,609,070 | 1,064,324 |
Current liabilities: | |||
Accounts payable | 49,986 | 51,354 | |
Accounts payable—related party | 1,905 | 2,132 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,347 | 6,780 | |
Accrued compensation | 13,758 | 16,794 | |
Current portion of deferred revenue | 4,968 | 314 | |
Current portion of capital lease obligation | 5,489 | 3,502 | |
Accrued and other current liabilities | 29,017 | 14,016 | |
Total current liabilities | 116,470 | 94,892 | |
Capital lease obligation, net of current portion | 10,055 | 6,176 | |
Long-term debt | 415,850 | 105,000 | |
Deferred tax liability, net | 216,033 | 112,227 | |
Deferred revenue, net of current portion | 43,304 | 4,466 | |
Other non-current liabilities | 28,565 | ||
Total liabilities | [1] | $ 830,277 | $ 322,761 |
Commitments and contingencies (Note 16) | |||
Redeemable non-controlling interests | $ 169,541 | $ 128,427 | |
Stockholders' equity: | |||
Common stock, $0.01 par value—1,000,000 authorized, 106,576 shares issued and outstanding as of December 31, 2015; 1,000,000 authorized, 105,303 shares issued and outstanding as of December 31, 2014 | 1,066 | 1,053 | |
Additional paid-in capital | 530,646 | 502,785 | |
Accumulated deficit | (12,769) | (25,849) | |
Total stockholders' equity | 518,943 | 477,989 | |
Non-controlling interests | 90,309 | 135,147 | |
Total equity | 609,252 | 613,136 | |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | $ 1,609,070 | $ 1,064,324 | |
[1] | The Company’s consolidated assets as of December 31, 2015 and 2014 include $1,005.8 million and $540.1 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 $990.6 million and $525.9 million as of December 31, 2015 and 2014; cash and cash equivalents of $12.0 million and $12.6 million as of December 31, 2015 and 2014; accounts receivable, net, of $3.1 million and $1.5 million as of December 31, 2015 and 2014; and prepaid expenses and other current assets of $0.1 million and zero as of December 31, 2015 and 2014. The Company’s consolidated liabilities as of December 31, 2015 and 2014 included $66.4 million and $11.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.3 million and $6.8 million as of December 31, 2015 and 2014; deferred revenue of $47.9 million and $4.6 million as of December 31, 2015 and 2014; accrued and other current liabilities of $3.9 million and zero as of December 31, 2015 and 2014; and other non-current liabilities of $3.3 million and zero as of December 31, 2015 and 2014. For further information see Note 11—Investment Funds. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 106,576,000 | 105,303,000 | |
Common stock, shares outstanding | 106,576,000 | 105,303,000 | |
Total assets | [1] | $ 1,609,070 | $ 1,064,324 |
Solar energy systems, net | 1,102,157 | 588,167 | |
Cash and cash equivalents | 92,213 | 261,649 | |
Accounts receivable, net | 3,636 | 1,837 | |
Prepaid expenses and other current assets | 17,078 | 16,806 | |
Total liabilities | [1] | 830,277 | 322,761 |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,347 | 6,780 | |
Accrued and other current liabilities | 29,017 | 14,016 | |
Other non-current liabilities | 28,565 | ||
Variable Interest Entities | |||
Total assets | 1,005,825 | 540,086 | |
Solar energy systems, net | 990,609 | 525,903 | |
Cash and cash equivalents | 12,014 | 12,641 | |
Accounts receivable, net | 3,063 | 1,542 | |
Prepaid expenses and other current assets | 121 | 0 | |
Total liabilities | 66,417 | 11,352 | |
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,347 | 6,780 | |
Deferred revenue | 47,900 | 4,600 | |
Accrued and other current liabilities | 3,869 | 0 | |
Other non-current liabilities | $ 3,283 | $ 0 | |
[1] | The Company’s consolidated assets as of December 31, 2015 and 2014 include $1,005.8 million and $540.1 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 $990.6 million and $525.9 million as of December 31, 2015 and 2014; cash and cash equivalents of $12.0 million and $12.6 million as of December 31, 2015 and 2014; accounts receivable, net, of $3.1 million and $1.5 million as of December 31, 2015 and 2014; and prepaid expenses and other current assets of $0.1 million and zero as of December 31, 2015 and 2014. The Company’s consolidated liabilities as of December 31, 2015 and 2014 included $66.4 million and $11.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.3 million and $6.8 million as of December 31, 2015 and 2014; deferred revenue of $47.9 million and $4.6 million as of December 31, 2015 and 2014; accrued and other current liabilities of $3.9 million and zero as of December 31, 2015 and 2014; and other non-current liabilities of $3.3 million and zero as of December 31, 2015 and 2014. For further information see Note 11—Investment Funds. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Operating leases and incentives | $ 61,150 | $ 21,688 | $ 5,864 |
Solar energy system and product sales | 3,032 | 3,570 | 306 |
Total revenue | 64,182 | 25,258 | 6,170 |
Operating expenses: | |||
Cost of revenue—operating leases and incentives | 131,213 | 67,984 | 19,004 |
Cost of revenue—solar energy system and product sales | 1,762 | 1,997 | 123 |
Sales and marketing | 48,078 | 21,869 | 7,348 |
Research and development | 3,901 | 1,892 | |
General and administrative | 92,664 | 78,899 | 16,438 |
Amortization of intangible assets | 13,172 | 14,911 | 14,595 |
Impairment of intangible assets | 4,506 | ||
Total operating expenses | 295,296 | 187,552 | 57,508 |
Loss from operations | (231,114) | (162,294) | (51,338) |
Interest expense | 12,568 | 9,323 | 3,144 |
Other (income) expense | (154) | 1,372 | 1,865 |
Loss before income taxes | (243,528) | (172,989) | (56,347) |
Income tax expense (benefit) | 9,737 | (7,070) | 123 |
Net loss | (253,265) | (165,919) | (56,470) |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | (266,345) | (137,036) | (62,108) |
Net income available (loss attributable) to common stockholders | $ 13,080 | $ (28,883) | $ 5,638 |
Net income available (loss attributable) per share to common stockholders: | |||
Basic | $ 0.12 | $ (0.35) | $ 0.08 |
Diluted | $ 0.12 | $ (0.35) | $ 0.07 |
Weighted-average shares used in computing net income available (loss attributable) per share to common stockholders: | |||
Basic | 106,088 | 83,446 | 75,000 |
Diluted | 109,858 | 83,446 | 75,223 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Non-Controlling Interests and Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Non-Controlling Interests | Common Stock | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Total Stockholders Equity | Non-Controlling Interests |
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 | ||||
Non-cash 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) income attributable available to stockholders | (51,904) | 5,638 | 5,638 | (57,542) | |||
Net (loss) Income 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 | ||||||
Stock-based compensation expense | 23,687 | 23,687 | 23,687 | ||||
Non-cash 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) income attributable available to stockholders | (162,500) | (28,883) | (28,883) | (133,617) | |||
Net (loss) Income 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 | |||||
Stock-based compensation expense | $ 25,604 | 25,604 | 25,604 | ||||
Excess tax effects from stock-based compensation | 1,713 | 1,713 | 1,713 | ||||
Issuance of common stock, net of costs | 557 | $ 13 | 544 | 557 | |||
Issuance of common stock (in shares) | 1,273 | ||||||
Contributions from non-controlling interests and redeemable non-controlling interests | 178,833 | 113,896 | 178,833 | ||||
Distributions to non-controlling interests and redeemable non-controlling interests | (23,542) | (6,566) | (23,542) | ||||
Net (loss) income attributable available to stockholders | (187,049) | 13,080 | 13,080 | (200,129) | |||
Net (loss) Income attributable to non-controlling interests and redeemable non-controlling interests | (68,772) | ||||||
Balance at Dec. 31, 2015 | $ 609,252 | $ 169,541 | $ 1,066 | $ 530,646 | $ (12,769) | $ 518,943 | $ 90,309 |
Balance (in Shares) at Dec. 31, 2015 | 106,576 | 106,576 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (253,265) | $ (165,919) | $ (56,470) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 24,924 | 8,523 | 1,984 |
Amortization of intangible assets | 13,172 | 15,042 | 14,595 |
Impairment of intangible assets | 4,506 | ||
Deferred income taxes | 107,466 | 74,848 | 30,927 |
Stock-based compensation | 25,604 | 23,687 | 294 |
Loss on removal of solar energy systems and property and equipment | 1,024 | ||
Non-cash interest and other expense | 3,724 | 6,512 | 2,930 |
Reduction in lease pass-through financing obligation | (231) | ||
Non-cash contributions for services | 200 | 160 | |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (1,799) | (1,018) | (512) |
Inventories | 143 | (195) | |
Prepaid expenses and other current assets | (576) | (10,486) | (3,605) |
Prepaid tax asset, net | (165,586) | (81,172) | (30,738) |
Other non-current assets, net | (5,268) | (8,451) | (741) |
Accounts payable | 1,636 | 1,905 | 1,425 |
Accounts payable—related party | (227) | (935) | 2,592 |
Accrued compensation | (892) | (1,073) | 10,367 |
Deferred revenue | 43,492 | 3,387 | 1,340 |
Accrued and other current liabilities | 12,909 | (773) | 4,579 |
Net cash used in operating activities | (189,244) | (135,918) | (20,873) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments for the cost of solar energy systems | (540,399) | (383,522) | (134,138) |
Payments for property and equipment | (6,307) | (3,505) | |
Change in restricted cash and cash equivalents | (8,519) | (1,516) | (3,500) |
Purchase of intangible assets | (1,221) | (370) | |
Payment in connection with business acquisition, net of cash acquired | (12,040) | ||
Proceeds from U.S. Treasury grants | 190 | 10,116 | |
Net cash used in investing activities | (556,446) | (400,763) | (127,522) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from investment by non-controlling interests and redeemable non-controlling interests | 292,729 | 339,512 | 123,154 |
Distributions paid to non-controlling interests and redeemable non-controlling interests | (25,541) | (8,751) | (2,284) |
Proceeds from long-term debt | 310,850 | 105,000 | |
Proceeds from short-term debt | 75,500 | ||
Payments on short-term debt | (75,500) | ||
Payments for debt issuance costs | (5,422) | ||
Proceeds from lease pass-through financing obligation | 7,228 | ||
Proceeds from revolving lines of credit—related party | 154,500 | 83,482 | |
Payments on revolving lines of credit—related party | (200,192) | (60,000) | |
Payments on revolving lines of credit | (2,000) | ||
Principal payments on capital lease obligations | (5,363) | (2,623) | (987) |
Proceeds from issuance of common stock | 649 | 412,912 | |
Payments for deferred offering costs | (589) | (8,066) | |
Excess tax effects from stock-based compensation | 1,713 | ||
Capital contribution from Parent | 1,418 | ||
Net cash provided by financing activities | 576,254 | 792,292 | 142,783 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (169,436) | 255,611 | (5,612) |
CASH AND CASH EQUIVALENTS—Beginning of period | 261,649 | 6,038 | 11,650 |
CASH AND CASH EQUIVALENTS—End of period | 92,213 | 261,649 | 6,038 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 8,469 | 4,473 | 206 |
Cash paid for income taxes | 67,135 | 4,350 | 4 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Property acquired under build-to-suit agreements | 25,560 | ||
Vehicles acquired under capital leases | 11,363 | 8,541 | 4,749 |
Accrued distributions to non-controlling interests and redeemable non-controlling interests | 4,567 | 5,204 | 1,450 |
Costs of solar energy systems included in changes in accounts payable, accrued compensation and other accrued liabilities | (6,589) | 25,990 | 19,946 |
Solar energy system sales | |||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Receivable for tax credit recorded as a reduction to solar energy system costs | $ 1,678 | $ 4,132 | $ 2,122 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. 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. In November 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. In October 2014, the Company closed its initial public offering with 313 remaining the majority shareholder. Merger Agreement with SunEdison On July 20, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SunEdison , Inc., a Delaware corporation (“SunEdison”) terminated the Merger Agreement on March 7, 2016. On March 8, 2016, the Company filed suit in the Court of Chancery State of Delaware against SunEdison alleging that SunEdison willfully breached its obligations under the Merger Agreement and breached its implied covenant of good faith and fair dealing. The Company is seeking declaratory judgment, award damages, costs and reasonable attorney’s fees and such further relief that the court finds equitable, appropriate and just. Business The Company primarily 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 primarily 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. In 2015, the Company also began offering customers the option to purchase solar energy systems. In May 2015, the Company began offering solar energy systems to commercial and industrial (“C&I”) customers through long-term customer contracts. The Company has formed various investment funds and entered into long-term debt facilities 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, long-term debt facilities and revenue generated from operations to finance a portion of the Company’s variable and fixed costs associated with installing the residential solar energy systems. The obligations of the Company are in no event obligations of the investment funds. Since inception, the Company has relied on Vivint and certain of its affiliates for some of its administrative, managerial, account management and operational services. The Company’s use of Vivint services has steadily decreased since 2013 and now consists primarily of IT support. 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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 the operational VIEs in which it has an equity interest. 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 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. With respect to liquidity, the Company believes its cash and cash equivalents, including investment fund commitments, projected investment fund contributions and its current debt facilities, in addition to financing that may be obtained from other sources, including the Company’s financial sponsors, will be sufficient to meet its anticipated cash needs for at least the next 12 months. Certain prior period amounts have been reclassified to conform to current year presentation. These reclassifications did not have a significant impact on the consolidated financial statements. Segment Information The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information for purposes of allocating resources and evaluating financial performance. Prior to the second quarter of 2015, the Company had one business activity that was focused primarily on providing service to customers in the residential market. During the second quarter of 2015, the Company closed its first C&I investment fund with plans to service customers in the C&I market. As of December 31, 2015, the C&I fund was not operational, i.e., no projects had been initiated within the fund. During the year ended December 31, 2015, the Company has aligned its operations as two reporting segments: (1) Residential and (2) C&I. For additional segment information, see Note 18—Segment Information. 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, investment tax credits, revenue recognition, solar energy systems, net, impairment of long-lived assets, goodwill impairment analysis, the recognition and measurement of loss contingencies, stock-based compensation, provision for income taxes, and 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 $10.0 million. For additional information, see Note 11—Investment Funds. The Company was also required to deposit $5.0 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 is comprised of the monthly power generation under power purchase agreements not yet invoiced and the monthly bill rate of legal-form leases 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 $0.9 million and $0.6 million as of December 31, 2015 and 2014. Inventories Inventories include components related to photovoltaic installation devices and software products and are stated at the lower of cost, on an average cost basis, or market. Inventories also include solar energy systems held for sale, which are solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Solar energy systems held for sale are stated at the lower of cost, on a first-in-first-out basis, or market. Solar energy systems held for sale was $0.1 million as of December 31, 2015. No solar energy systems were held for sale as of December 31, 2014. The Company evaluates its inventory reserves on a quarterly basis and writes down the value of inventories for estimated excess and obsolete inventories based on assumptions about future demand and market conditions. Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated concentration risk 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. Three suppliers accounted for approximately 50%, 30% and 20% of the solar photovoltaic module purchases for the year ended December 31, 2015. Two of those suppliers accounted for approximately 50% and 40% of these 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. Two suppliers accounted for approximately 55% and 40% of the Company’s inverter purchases for the year ended December 31, 2015. One of those suppliers accounted for a substantial majority of the Company’s inverter purchases for the years ended December 31, 2014 and 2013. 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, 2015, the Company’s customers under long-term customer contracts are primarily located in Arizona, California, Connecticut, Hawaii, Maryland, Massachusetts, New Jersey, New Mexico, New York, Pennsylvania, South Carolina and Utah. 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 Investment Tax Credits The Company applies for and receives 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. U.S. Treasury Grants In the first quarter of 2014 and prior, 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. 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. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. If it becomes probable that a U.S. Treasury grant is required to be repaid, the Company would assess whether it is necessary to derecognize any grant (or portion thereof) in accordance with Accounting Standards Codification section 450. 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. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, the related solar energy systems are stated at cost, less accumulated depreciation and amortization. In 2014, the Company began offering leases to customers. 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. 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, 2015 and 2014, the Company had recorded costs of $1,134.7 million and $598.4 million in solar energy systems, of which $882.7 million and $407.7 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $32.5 million and $10.2 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. See Note 7—Intangible Assets and Goodwill. 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—Solmetric Acquisition. The Company also 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. During the year ended December 31, 2015, the development for certain internal-use software applications was completed and the Company began to amortize the internal-use software applications over the expected useful lives of three years. For the year ended December 31, 2015, $0.2 million of amortization was recorded for internal-use software. No amortization was recorded for internal-use software prior to the year ended December 31, 2015 as the internal-use software applications were still under development. 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. In February 2015, the Company decided to discontinue the external sales of the SunEye and PV Designer products, the rights to which the Company acquired when it acquired Solmetric Corporation, or Solmetric, in January 2014. This discontinuance was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. See Note 7—Intangible Assets and Goodwill. 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. As of December 31, 2015, the Company consisted of two operating segments: (1) Residential and (2) C&I. As C&I was created internally in 2015 and the Company’s goodwill was recorded prior to 2015, all goodwill remains with the Residential operating segment. As such, 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 two-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, 2015 and October 1, 2014. Prepaid Tax Asset, Net The Company recognizes sales of solar energy systems to the investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems has been eliminated in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales for GAAP purposes, any tax expense incurred related to these intercompany sales is deferred 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, advances receivable due from sales representatives and long-term refundable rent deposits. 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. The Company provides advance payments of compensation to direct-sales personnel under certain circumstances. 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 primarily includes deferred investment tax credit (“ITC”) revenue and rebates and incentives. Deferred ITC revenue is related to a lease pass-through arrangement in which a portion of the rent prepayment is allocated to ITC revenue. Rebates and incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. See Revenue Recognition below. Home Installation Reserve and Warranties The Company typically warrants solar energy systems sold to customers for periods of one through twenty years against defects in design and workmanship, and for periods of one to ten years that installation will remain watertight. 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 devices and software products for one to two years against defects in materials or installation workmanship. The Company generally assesses a reserve for damages related to home installations and provides for the estimated cost of warranties at the time the related revenue is recognized. The Company assesses the accrued home installation reserve and warranty regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. Accrued warranty and home installation reserve is recorded as a component of accrued and other current liabilities on the consolidated balance sheets and was $0.3 million as of December 31, 2015. These accruals were not significant as of December 31, 2014. Comprehensive Income (Loss) As the Company had no other comprehensive income or loss, comprehensive income (loss) is the same as net income available (loss attributable) to common stockholders 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 devices and software products and solar energy system sales within solar energy system and product sales. In the first quarter of 2015, the Company decided to discontinue the external sales of its photovoltaic installation software products. 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. 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. In 2014, the Company began offering solar energy systems to customers pursuant to legal-form leases. 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 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. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments, or (2) straight-lines the contracted payments over the initial term of the lease. Solar energy performance guarantee liabilities were de minimis as of December 31, 2015 and 2014. Future minimum annual lease receipts from customers under these legal-form lease agreements are as follows (in thousands): Years Ending December 31, 2016 $ 1,668 2017 1,716 2018 1,766 2019 1,817 2020 1,870 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 $13.9 million, $2.6 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013. 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 $0.4 million, $0.2 million and de minimis for the years ended December 31, 2015, 2014 and 2013. Operating leases and incentives revenue is recorded net of sales tax collected. Lease Pass-Through Arrangement In 2015, a lease pass-through fund arrangement became operational under which the Company contributes solar energy systems and the investor contributes cash. Contemporaneously, a subsidiary of the Company entered into a master lease arrangement to lease the solar energy systems and the associated customer lease or power purchase agreements to the fund investor. The Company’s subsidiary makes a tax election to pass-through the investment tax credits (“ITCs”) that accrue to the solar energy systems to the fund investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. Under this arrangement, the fund investor makes a large upfront lease payment to the Company’s subsidiary and subsequently makes periodic lease payments. The Company allocates a portion of the aggregate payments received from the fund investor to the estimated fair value of the assigned ITCs. The Company’s subsidiary has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes ITC revenue as the recapture provisions lapse assuming all other revenue recognition criteria have been met. The amounts allocated to ITCs are initially recorded as deferred revenue in the consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to ITCs is recognized as revenue from operating leases and solar energy systems incentives in the consolidated statements of operations based on the anniversary of each solar energy system’s placed in service date over the next five years. As of December 31, 2015, no ITC revenue has been recognized. Solar Energy System and Product Sales Revenue from solar energ |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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, 2015 Level I Level II Level III Total Financial Assets Time deposits $ — $ 1,900 $ — $ 1,900 Total financial assets $ — $ 1,900 $ — $ 1,900 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 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 $415.9 million and $105.0 million as of December 31, 2015 and 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 did not have realized gains or losses related to financial assets for any of the periods presented. |
Solmetric Acquisition
Solmetric Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Solmetric Acquisition | 4. In January 2014, the Company completed the acquisition of Solmetric (the “Solmetric Acquisition”), a developer and manufacturer of photovoltaic installation devices and software products. 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. 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 were included in 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 was held for general representations and warranties, rather than specific contingencies or specific assets or liabilities of the Company. 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. 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 were 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 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. During 2015, the Company discontinued the external sale of two Solmetric products. This discontinuance was considered an indicator of impairment, and the Company performed a review regarding the recoverability of the carrying value of the related intangible assets. As a result of this review, the Company recorded an impairment charge of $4.5 million in the first quarter of 2015. 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, 2015 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | 5. Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2015 2014 System equipment costs $ 893,088 $ 478,502 Initial direct costs related to solar energy systems 171,081 75,349 1,064,169 553,851 Less: Accumulated depreciation and amortization (32,505 ) (10,186 ) 1,031,664 543,665 Solar energy system inventory 70,493 44,502 Solar energy systems, net $ 1,102,157 $ 588,167 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 $22.3 million, $8.1 million and $2.0 million for the years ended December 31, 2015, 2014 and 2013. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and equipment, net consisted of the following (in thousands): Estimated December 31, December 31, Useful Lives 2015 2014 Vehicles acquired under capital leases 3 years $ 24,149 $ 13,351 Furniture and computer and other equipment 3 years 6,524 2,183 Leasehold improvements 1-3 years 4,116 2,088 34,789 17,622 Less: Accumulated depreciation and amortization (12,181 ) (4,598 ) 22,608 13,024 Build-to-suit lease asset under construction 25,560 — Property and equipment, net $ 48,168 $ 13,024 The Company recorded depreciation and amortization related to property and equipment of $8.2 million, $3.4 million and $1.2 million for the years ended December 31, 2015, 2014 and 2013. 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 $5.5 million, $3.0 million and $1.2 million was capitalized in solar energy systems, net for the years ended December 31, 2015, 2014 and 2013. For the years ended December 31, 2015 and 2014, a de minimis amount of depreciation was also expensed. For the year ended December 31, 2013, no depreciation was expensed. Because of its involvement in certain aspects of the construction of a new headquarters building in Lehi, UT, the Company is deemed the owner of the building for accounting purposes during the construction period. Accordingly, the Company recorded a build-to-suit lease asset of $25.6 million as of December 31, 2015. See Note 16—Commitments and Contingencies. Future minimum lease payments for vehicles under capital leases as of December 31, 2015 were as follows (in thousands): Years Ending December 31, 2016 $ 6,405 2017 5,679 2018 4,136 2019 1,008 2020 36 Thereafter — Total minimum lease payments 17,264 Less: interest 1,720 Present value of capital lease obligations 15,544 Less: current portion 5,489 Long-term portion $ 10,055 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. Intangible assets consisted of the following (in thousands): December 31, December 31, 2015 2014 Cost: Internal-use software $ 1,591 $ 370 Developed technology 522 1,295 Trademarks/trade names 201 1,664 Customer relationships 164 738 Customer contracts — 43,783 In-process research and development — 2,097 Total carrying value 2,478 49,947 Accumulated amortization: Internal-use software (219 ) — Developed technology (126 ) (160 ) Trademarks/trade names (39 ) (152 ) Customer relationships (63 ) (135 ) Customer contracts — (31,013 ) Total accumulated amortization (447 ) (31,460 ) Total intangible assets, net $ 2,031 $ 18,487 The Company recorded amortization expense of $13.2 million for the year ended December 31, 2015, $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, and $14.6 million for the year ended December 31, 2013. Customer contracts acquired in the Acquisition were fully amortized in 2015. In February 2015, the Company decided to discontinue the external sales of the SunEye and PV Designer products, the rights to which the Company acquired when it acquired Solmetric Corporation, or Solmetric, in January 2014. This discontinuance was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. In-process research and development, which was intended to generate Solmetric product sales in the residential market, was discontinued and deemed fully impaired resulting in a charge of $2.1 million. The Solmetric, SunEye and PV Designer trade names will no longer be utilized and were deemed fully impaired resulting in a charge of $1.3 million. The SunEye and PV Designer developed technology assets were deemed fully impaired resulting in a charge of $0.7 million. Customer relationships were deemed partially impaired by $0.4 million due to the loss of external customers who purchased the discontinued products. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. No impairment was recorded in the years ended December 31, 2014 and 2013. As of December 31, 2015, expected amortization expense for the unamortized intangible assets is as follows (in thousands): Years Ending December 31, 2016 $ 656 2017 558 2018 475 2019 129 2020 86 Thereafter 127 Total $ 2,031 No changes to goodwill were recorded for the year ended December 31, 2015. The carrying amount of goodwill for the years ended December 31, 2015 and 2014 was $36.6 million. |
Accrued Compensation
Accrued Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Compensation Disclosure [Abstract] | |
Accrued Compensation | 8. Accrued compensation consisted of the following (in thousands): December 31, December 31, 2015 2014 Accrued payroll $ 6,918 $ 10,219 Accrued commissions 6,840 6,575 Total accrued compensation $ 13,758 $ 16,794 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | 9. Accrued and other current liabilities consisted of the following (in thousands): December 31, December 31, 2015 2014 Accrued professional fees $ 7,918 $ 1,289 Income tax payable 6,169 4,097 Current portion of lease pass-through financing obligation 3,835 — Sales and use tax payable 3,524 5,052 Accrued litigation settlements 1,790 450 Deferred rent 1,064 1,090 Accrued unused commitment fees and interest 1,014 478 Other accrued expenses 3,703 1,560 Total accrued and other current liabilities $ 29,017 $ 14,016 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10. Debt obligations consisted of the following (in thousands): December 31, December 31, 2015 2014 Aggregation credit facility $ 269,100 $ 105,000 Working capital credit facility 146,750 — Total debt $ 415,850 $ 105,000 Bank of America, N.A. Aggregation Credit Facility In September 2014, the Company entered into an aggregation credit facility (the “Aggregation Facility”), which was subsequently amended in February 2015 and November 2015, pursuant to which the Company may borrow up to an aggregate of $375.0 million and, upon the satisfaction of certain conditions and the approval of the lenders The February 2015 amendment to the Aggregation Facility 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 the facility remains at $550.0 million. The other terms of the Aggregation Facility remained unchanged. The November 2015 amendments primarily included (1) changing the formula for determining the amount that the Company may borrow subject to the satisfaction of certain conditions, without changing the $375.0 million loan commitment, enabling the Company to draw additional loan proceeds from the existing conditions satisfied, (2) converting the facility from a term facility into a revolving facility and (3) requiring the Company to enter into an interest rate hedging agreement before September 13, 2016. For accounting purposes, the Aggregation Facility is considered a modification of the 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 in March 2018. Under the Aggregation Facility, interest on borrowings accrues at a floating rate equal to either (1)(a) the London Interbank Offer Rate (“ 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, 2015, the Company was in compliance with such covenants. As of December 31, 2015, the Company has not entered into any interest rate hedges as required by the latest debt modification. As of December 31, 2015, the Company had incurred an aggregate of $269.1 million in borrowings under the Aggregation Facility. The remaining borrowing capacity was $105.9 million as of December 31, 2015. However, the Company does not have immediate access to the remaining $105.9 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 $9.9 million and $1.4 million in the years ended December 31, 2015 and 2014. As of December 31, 2015, the current portion of deferred financing costs of $4.0 million was recorded in prepaid expenses and other current assets, and the long-term portion of deferred financing costs of $4.9 million was recorded in other non-current assets, net in the consolidated balance sheet. In addition, a $5.0 million interest reserve amount was deposited in an interest reserve account with the administrative agent and is included in restricted cash and cash equivalents. The interest reserve increases as borrowings increase under the Aggregation Facility. Working Capital Credit Facility In March 2015, the Company entered into a revolving credit agreement (the “Working Capital Facility”) pursuant to which the Company may borrow up to an aggregate principal amount of $131.0 million from certain financial institutions for which Goldman Sachs Lending Partners LLC is acting as administrative agent and collateral agent. In May 2015, certain conditions were satisfied and the aggregate amount of available revolver borrowings was increased to $150.0 million. Loans under the Working Capital Facility will be used to pay for the costs incurred in connection with the design and construction of solar energy systems, and letters of credit may be issued for working capital and general corporate purposes. As of December 31, 2015, the Company had incurred an aggregate of $146.8 million in borrowings under the Working Capital Facility. Further, the Company established a letter of credit under the Working Capital Facility for $3.2 million related to an insurance contract. As such, there was no remaining borrowing capacity available as of December 31, 2015. The Company has pledged the interests in the assets of the Company and its subsidiaries, excluding Vivint Solar Financing I, LLC, as security for its obligations under the Working Capital Facility. Prepayments are permitted under the Working Capital Facility, and the principal and accrued interest on any outstanding loans mature in March 2020. Interest accrues on borrowings at a floating rate equal to, dependent on the type of borrowing, (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable dependent on the type of borrowing at the end of (1) the interest period that the Company may elect as a term and not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility. The Working Capital Facility includes customary covenants, including covenants that restrict, subject to certain exceptions, the Company’s ability to incur indebtedness, incur liens, make investments, make fundamental changes to its business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions. Among other restrictions, the Working Capital Facility provides that the Company may not incur any indebtedness other than that related to the Working Capital Facility or permitted swap agreements. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. The Company is also required to maintain $25.0 million in cash and cash equivalents and certain investments as of the last day of each quarter. As of December 31, 2015, the Company was in compliance with such covenants. The Working Capital Facility also contains certain customary events of default. If an event of default occurs, lenders under the Working Capital Facility will be entitled to take various actions, including the acceleration of amounts then outstanding. Interest expense for this facility was approximately $2.3 million for the year ended December 31, 2015. As of December 31, 2015, the current portion of deferred debt issuance costs of $0.5 million was recorded in prepaid expenses and other current assets, and the long-term portion of deferred debt issuance costs of $1.8 million was recorded in other non-current assets, net in the consolidated balance sheet. 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 — 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. 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 and $1.5 million for the years ended December 31, 2014 and 2013. 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. Interest Expense and Amortization of Deferred Financing Costs For the years ended December 31, 2015 and 2014, total interest expense incurred under debt obligations was $12.2 million and $9.3 million, of which $3.5 million and $2.2 million was amortization of deferred financing costs. For the year ended December 31, 2013, total interest expense incurred under debt obligations was $3.1 million and did not include amortization of deferred financing costs as no deferred financing costs had been incurred. |
Investment Funds
Investment Funds | 12 Months Ended |
Dec. 31, 2015 | |
Summarized Financial Data Of Subsidiary [Abstract] | |
Investment Funds | 11. As of December 31, 2015, the Company had formed 17 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, 2015 2014 Assets Current assets: Cash and cash equivalents $ 12,014 $ 12,641 Accounts receivable, net 3,063 1,542 Prepaid expenses and other current assets 121 — Total current assets 15,198 14,183 Solar energy systems, net 990,609 525,903 Other non-current assets, net 18 — Total assets $ 1,005,825 $ 540,086 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 11,347 $ 6,780 Current portion of deferred revenue 4,824 237 Accrued and other current liabilities 3,869 — Total current liabilities 20,040 7,017 Deferred revenue, net of current portion 43,094 4,335 Other non-current liabilities 3,283 — Total liabilities $ 66,417 $ 11,352 The Company consolidates the investment funds in which it has an equity interest, 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. 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. Residential Investment Funds As of December 31, 2015, the Company had formed 16 residential investment funds. Fund investors for three of the funds are managed indirectly by the Sponsor and are considered related parties. As of December 31, 2015 and 2014, the cumulative total of contributions into the VIEs by all investors was $773.0 million and $480.2 million. Of these contributions, a cumulative total of $110.0 million was contributed by related parties in prior periods. C&I Investment Fund In May 2015, a wholly owned subsidiary of the Company entered into a C&I solar investment fund arrangement with a fund investor. The fund was not operational, i.e., no projects had been initiated within the fund as of December 31, 2015, and as such, the Company did not have any assets or liabilities associated with the fund. The total available committed capital under the fund is $150.0 million, which is expected to be contributed in 2016. Lease Pass-Through Financing Obligation In the year ended December 31, 2015, a new lease pass-through fund arrangement became operational under which the Company contributes solar energy systems and the investor contributes cash. Contemporaneously, a subsidiary of the Company entered into a master lease arrangement to lease the solar energy systems and the associated customer lease or power purchase agreements to the fund investor. The Company’s subsidiary makes a tax election to pass-through the ITCs that accrue to the solar energy systems to the fund investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. The solar energy systems are included under solar energy systems, net in the consolidated balance sheets, and as of December 31, 2015, the net carrying value of the solar energy systems was $64.7 million. Under the arrangement, the fund investor makes a large upfront payment to the Company’s subsidiary and subsequent periodic payments. The Company allocates a portion of the aggregate payments received from the fund investor to the estimated fair value of the assigned ITCs, and the balance to the future customer lease payments that are also assigned to the investor. The Company’s subsidiary has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes revenue as the recapture provisions lapse assuming all other revenue recognition criteria have been met. The amounts allocated to ITCs are initially recorded as deferred revenue in the consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to ITCs is recognized as revenue from operating leases and solar energy systems incentives in the consolidated statements of operations based on the anniversary of each solar energy system’s placed in service date over the next five years. The Company accounts for the residual of the payments received from the fund investor, net of amounts allocated to ITCs, as a borrowing by recording the proceeds received as a lease pass-through financing obligation, which will be repaid through customer payments that will be received by the investor. Under this approach, the Company continues to account for the arrangement with the customers in its consolidated financial statements, whether the cash generated from the customer arrangements is received by the lessor or paid directly to the fund investor. A portion of the amounts received by the fund investor from customer payments is applied to reduce the lease pass-through financing obligation, and the balance is allocated to interest expense. The customer payments are recognized into revenue based on cash receipts during the period as required by GAAP. Interest is calculated on the lease pass-through financing obligation using the effective interest rate method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by a fund investor over the master lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for any payments made by the Company. The lease pass-through financing obligation is nonrecourse once the associated assets have been placed in service and all the customer arrangements have been assigned to the fund investor. However, there is a one-time future lease payment reset mechanism that is set to occur after all of the solar energy systems are delivered and placed in service. This reset date occurs when the installed capacity of the solar energy systems and their in-service dates are known or on an agreed upon date. As part of this reset process, the lease prepayment is updated to reflect certain specified conditions as they exist at such date, including the final installed capacity, cost and in-service dates of the solar energy systems. As a result of this reset process, the Company may be obligated to refund a portion of an investor’s master lease prepayments or may be entitled to receive an additional master lease prepayment. Any additional master lease prepayments by an investor would be recorded as an additional lease pass-through financing obligation, while any refunds of master lease prepayments would reduce the lease pass-through financing obligation. As of December 31, 2015, the Company had recorded financing liabilities of $47.3 million related to this fund arrangement as deferred revenue in its consolidated balance sheet. As of December 31, 2015, the future minimum lease payments to be received from the fund investor based on the solar energy systems then under the lease pass-through fund arrangement, for each of the next five years and thereafter, were as follows (in thousands): Years Ending December 31, 2016 $ 1,701 2017 3,009 2018 3,064 2019 3,111 2020 3,159 Thereafter 10,549 Total minimum lease payments to be received $ 24,593 The fund investor is responsible for services such as warranty support, accounting, lease servicing and performance reporting, which have been outsourced to the Company under administrative and maintenance service 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 significant 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. From time to time, the Company incurs penalties for non-performance, which non-performance may include delays in the installation process and interconnection to the power grid of solar energy systems and other factors. Based on the terms of the investment fund agreements, the Company will either reimburse a portion of the fund investor’s capital or pay the fund investor a penalty fee. As of December 31, 2015 and 2014, the Company accrued an estimated $5.2 million and $4.0 million in distributions to reimburse fund investors a portion of their capital contributions in order to true-up the investors’ expected rate of return primarily due to a delay in solar energy systems being interconnected to the power grid. As a result of the guaranty arrangements in certain funds, the Company is required to hold minimum cash balances of $10.0 million and $5.0 million as of December 31, 2015 and 2014, which are classified as restricted cash and cash equivalents on the consolidated balance sheets. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests, Equity and Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Redeemable Non-Controlling Interests, Equity and Preferred Stock | 12. Common Stock The Company has 1.0 billion authorized shares of common stock. As of December 31, 2015 and 2014, the Company had 106.6 million and 105.3 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, 2015 2014 Shares available for grant under equity incentive plans 12,267 8,783 Stock options issued and outstanding 9,277 10,053 Long-term incentive plan 3,382 4,059 Restricted stock units issued and outstanding 930 22 Total 25,856 22,917 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. 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 determined that, for financial reporting purposes, it was 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 also determined that, for financial reporting purposes, it was appropriate to record the aggregate difference of $43.4 million as a deemed distribution within additional paid-in capital. Non-Controlling Interests and Redeemable Non-Controlling Interests Seven of the investment funds 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 investment 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 (a “Call Option”) after the expiration of the non-controlling interest holder’s Put Option. In the six other investment funds that have Put Options, the Company’s wholly owned subsidiary has a Call Option for a stated period prior to the effectiveness of the Put Option. In nine other investment funds there is a Call Option which is exercisable after a stated period of time. One investment fund has neither a Put Option nor a Call Option. The purchase price for the fund investor’s interest in the seven investment 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 seven investment 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 2019. Because the Put Options represent redemption features that are not solely within the control of the Company, the non-controlling interests in these investment funds are 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 values of redeemable non-controlling interests at December 31, 2015 and December 31, 2014 were greater than the redemption values. 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 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 2019. Preferred Stock In October 2014, the Company authorized 10.0 million shares of preferred stock that is issuable in series. As of December 31, 2015 and 2014, there were no series of preferred stock issued or designated. |
Equity Compensation Plans
Equity Compensation Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Compensation Plans | 13. Equity Incentive Plans 2014 Equity Incentive Plan In September 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”). 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. As of December 31, 2015, a total of 13.3 million shares of common stock are reserved for issuance under the 2014 plan, subject to adjustment in the case of certain events. 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 stock options may be added 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, 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. In accordance with the annual increase, an additional 4.2 million shares were reserved for issuance at the beginning of 2015 under the 2014 Plan. As of December 31, 2015, there were 0.1 million time-based stock options, 0.8 million restricted stock units (“RSUs”), and 0.1 million performance share units (“PSUs”) outstanding under the 2014 Plan. The time-based options are subject to ratable time-based vesting over four years. The RSUs are subject to ratable time-based vesting over one to four years. The PSUs vest quarterly over one to four years subject to individual participants’ achievement of quarterly performance goals. 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 continues to govern outstanding awards granted under the plan. In August 2013, the Company granted an option to purchase 0.6 million 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 the 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, 2015, the first performance condition was met and 3.3 million performance-based options immediately vested and became exercisable during the second quarter of 2015. The Company accelerated all remaining expense related to the vested options for the first performance condition, resulting in additional stock-based compensation expense of approximately $7.4 million in the second quarter of 2015. For the year ended December 31, 2015, the Company recognized total expense of $10.8 million related to performance-based options. As of December 31, 2015, there were 3.2 million shares subject to outstanding options that are subject to performance and market conditions that have not yet been met. During the year ended December 31, 2014, the Company recorded $5.8 million in stock-based compensation related to the performance conditions as it became probable the performance conditions would be met. 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 nonemployee 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 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. 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. During the year ended December 31, 2015, 0.6 million shares of common stock were awarded to participants under the LTIP. As of December 31, 2015, 3.4 million shares remained outstanding, as 0.1 million shares represented the exercise price that were returned to the 2014 Plan. The Company recognized $8.3 million of expense related to these shares in the year ended December 31, 2015. No shares were awarded and no expense was recognized under the LTIP prior to the year ended December 31, 2015. Stock Options Stock Option Activity Stock options are granted under the 2014 Plan and Omnibus Plan as described above. Stock option activity for the year ended December 31, 2015 was 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, 2014 10,053 $ 1.21 $ 80,790 Granted 114 12.56 Exercised (595 ) 1.09 Cancelled (295 ) 1.23 Outstanding—December 31, 2015 9,277 $ 1.36 7.8 $ 76,488 Options vested and exercisable—December 31, 2015 4,166 $ 1.20 7.8 $ 34,842 Options vested and expected to vest—December 31, 2015 8,964 $ 1.35 7.8 $ 73,568 The following table summarizes stock option activity by range of exercise price as of December 31, 2015 (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 5,859 7.6 $ 1.00 2,772 $ 1.00 $1.01 - $2.00 2,979 8.1 1.30 1,261 1.30 $2.01 - $10.00 320 8.5 4.14 128 4.14 $10.01 - $16.00 119 9.2 13.01 5 16.00 Total 9,277 7.8 $ 1.36 4,166 $ 1.20 The weighted-average grant date fair value of time-based options granted during the years ended December 31, 2015, 2014 and 2013 was $9.39, $4.69 and $0.91 per share. No performance-based stock options were granted during the year ended December 31, 2015. The weighted-average grant date fair value of performance-based options granted during the years ended December 31, 2014 and 2013 was $2.80 and $2.23 per share. The total intrinsic value of options exercised for the year ended December 31, 2015 was $7.4 million. There were no options exercised for the years ended December 31, 2014 and 2013. 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. The total fair value of options vested for the years ended December 31, 2015, 2014 and 2013 was $14.8 million, $1.0 million and $0.1 million. 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 estimated the fair value and the vesting period of the performance-based options granted in 2013 and 2014 under the Omnibus Plan on each grant date using the Monte Carlo simulation method. No performance-based options were granted in 2015. The fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions: Year Ended December 31, 2015 2014 2013 Expected term (in years) 6.2 6.2 6.3 Volatility 89.0 % 87.1 % 80.0 % Risk-free interest rate 1.8 % 1.9 % 1.7 % Dividend yield 0.0 % 0.0 % 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 80.0 % 80.0 % Risk-free interest rate 2.7 % 2.6 % The assumptions used in the Monte Carlo Simulation were determined in a manner consistent with the assumptions for the Black-Scholes-Merton model. No performance-based options were granted in the year ended December 31, 2015. As such, no Monte Carlo Simulation inputs were required for 2015. Restricted Stock Units RSUs are granted under the 2014 Plan and the LTIP as described above. RSU activity for the year ended December 31, 2015 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2014 22 $ 16.00 Granted 1,650 13.01 Vested (687 ) 13.37 Forfeited (55 ) 12.57 Outstanding at December 31, 2015 930 12.84 The total fair value of RSUs vested was $9.0 million for the year ended December 31, 2015. No RSUs vested in the years ended December 31, 2014 and 2013. The Company determines the fair value of RSUs granted on each grant date based on the fair value of the Company’s common stock on the grant date. Stock-Based Compensation Expense Stock-based compensation was included in operating expenses as follows (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenue $ 3,068 $ 1,105 $ 6 Sales and marketing 10,737 860 51 General and administrative 11,310 21,722 237 Research and development 489 — — Total stock-based compensation $ 25,604 $ 23,687 $ 294 The income tax benefit related to share-based compensation expense was $4.8 million for the year ended December 31, 2015. There was no income tax benefit related to share-based compensation recognized in the years ended December 31, 2014 and 2013 as there were no option exercises or RSU releases. 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 Unrecognized stock-based compensation expense, net of estimated forfeitures, for time-based stock options, performance-based stock options, RSUs and PSUs as of December 31, 2015 was as follows (in thousands, except years): Unrecognized Stock-Based Weighted- Compensation Average Period Expense of Recognition Time-based stock options $ 2,788 3.0 years Performance-based stock options 1,832 1.2 years RSUs and PSUs 6,947 2.8 years Total unrecognized stock-based compensation expense as of December 31, 2015 $ 11,567 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. The income tax expense (benefit) is composed of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 52,578 $ 1,358 $ 2,492 State 15,275 4,035 569 Total current expense 67,853 5,393 3,061 Deferred: Federal (46,364 ) (9,636 ) (2,900 ) State (11,752 ) (2,827 ) (38 ) Total deferred benefit (58,116 ) (12,463 ) (2,938 ) Income tax expense (benefit) $ 9,737 $ (7,070 ) $ 123 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 expense (benefit) (in thousands): Year Ended December 31, 2015 2014 2013 Income tax benefit—computed as 35% of pretax loss $ (85,235 ) $ (60,546 ) $ (19,721 ) Effect of non-controlling interests and redeemable non-controlling interests 93,221 47,962 21,737 Effect of domestic production activities deduction (4,699 ) — — Effect of nondeductible expenses 1,232 6,617 1,439 State and local income tax expenses 2,289 616 343 Amortization of prepaid tax asset 6,661 2,199 474 Effect of tax credits (4,106 ) (3,939 ) (4,472 ) Other 374 21 323 Income tax expense (benefit) $ 9,737 $ (7,070 ) $ 123 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, 2015 2014 Deferred tax assets: Stock-based compensation $ 9,068 $ 3,738 Accruals and reserves 4,582 3,335 Transaction costs 4,216 — Other 395 743 Gross deferred tax assets 18,261 7,816 Valuation allowance (212 ) (222 ) Net deferred tax assets 18,049 7,594 Deferred tax liabilities: Investment in solar funds (220,803 ) (106,664 ) Depreciation and amortization (13,004 ) (9,493 ) Accruals and reserves (275 ) — Gross deferred tax liabilities (234,082 ) (116,157 ) Net deferred tax liabilities $ (216,033 ) $ (108,563 ) The Company sells solar energy systems to the investment funds for income tax purposes. 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 GAAP purposes, any tax expense incurred related to these intercompany sales is 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 $277.5 million and $111.9 million as of December 31, 2015 and 2014. 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 the deferred tax assets. As such, no valuation allowance is required except for as noted below. The Company had net operating loss carryforwards of approximately zero and $0.3 million related to federal and $1.3 million and $1.5 million related to state (collectively the “NOLs”), available to offset future taxable income as of December 31, 2015 and 2014. The NOLs expire in varying amounts from 2028 through 2034 for state tax purposes if unused. As of December 31, 2015 and 2014, the Company recognized a valuation allowance of $0.2 million for the existing state NOLs and other existing state tax attributes due to state-imposed limitations on their utilization. The Company reported federal business tax credits, primarily composed of federal investment tax credits, of $4.1 million and $3.9 million for the years ended December 31, 2015 and 2014. 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, 2015 and 2014, the Company had no unrecognized tax benefits. There were no interest and penalties accrued for any uncertain tax positions as of December 31, 2015 and 2014. 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, 2015. 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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. The Company’s operations included the following expenses from related party transactions (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenue—operating leases and incentives $ 6,054 $ 7,834 $ 1,558 Sales and marketing 2,133 2,312 866 General and administrative 5,241 5,909 2,323 Interest expense (1) — 4,481 2,924 (1) Includes revolving lines of credit—related party. See Note 10—Debt Obligations. Vivint Services The Company has negotiated and entered into a number of agreements with Vivint related to services and other support that Vivint provides to the Company. In July 2015, in connection with the Merger Agreement, the Company, Vivint and SunEdison entered into a letter agreement subject to the close of the merger. Most of the obligations under the letter agreement were terminated in connection with the termination of the Merger Agreement. However, the letter agreement did immediately terminate a schedule to the Marketing and Customer Relations Agreement between the Company and Vivint. In 2014, the Company entered into agreements with Vivint that 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 $8.0 million for the year ended December 31, 2015 and $2.2 million in 2014 following the Company’s initial public offering. These amounts reflect the level 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 and $2.9 million for the years ended December 31, 2014 and 2013, which reflect the amount of services provided by Vivint on behalf of the Company. No fees were incurred under these agreements in the year ended December 31, 2015. Payables to Vivint recorded in accounts payable—related party were $1.9 million and $2.1 million as of December 31, 2015 and 2014. 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 were 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. No expense was incurred in the year ended December 31, 2015. The noncash capital contributions were reported as noncash contributions for services on the Consolidated Statements of Cash Flows and Redeemable Non-Controlling Interests and Equity. 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 would provide financial advisory and placement services related to the Company’s financing of residential solar energy systems. In August 2015, this agreement was terminated. Under the agreement, the Company was 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 related 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 $4.4 million, $4.5 million and $1.3 million for the years ended December 31, 2015, 2014 and 2013. The amounts were recorded in general and administrative expense in the Company’s consolidated statements of operations Advances Receivable — Amounts due from direct-sales personnel were $2.9 million and $1.2 million as of December 31, 2015 and 2014. The Company provided a reserve of $0.7 million and $0.9 million as of December 31, 2015 and 2014 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. The Company accrued equity distributions to these entities of $1.7 million and $1.3 million as of December 31, 2015 and 2014, included in distributions payable to non-controlling and redeemable non-controlling interests. 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, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Non-Cancellable Leases In September 2014, the Company entered into a non-cancellable lease whereby the Company will terminate the current lease for its corporate headquarters in Lehi, UT and move into another building being constructed in the same general location. In July 2015, the Company amended the new lease for its new corporate headquarters building that is under construction. These amendments included an extension of the lease term to 12 years from five years with the option to extend for two additional periods of five years, an increase in the leased premises by approximately 32,000 square feet and a change in the base rent that will commence at approximately $0.3 million per month and increase over the term of the lease, as amended, at a rate of 2.5% annually. As a result of the amendment, the Company expects to make total lease payments of $53.1 million over the initial term of the lease. The Company also entered into new non-cancellable leases for the construction of a second office building and a studio building on the corporate headquarters campus that will increase the leased premises by approximately 160,000 square feet. Both leases have a term of 12 years with the option to extend for two additional periods of five years. The aggregate monthly rent payments under both leases will commence at approximately $0.4 million and increase at a rate of 2.5% annually. As a result of these new leases, the Company expects to make total lease payments of $57.5 million over the initial terms of the leases. During each year of its operations, 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. Aggregate lease expense for these non-cancellable lease arrangements was $11.0 million, $4.3 million and $1.2 million for the years ended December 31, 2015, 2014 and 2013. Future minimum lease payments under non-cancellable leases as of December 31, 2015 were as follows (in thousands): Years Ending December 31, 2016 $ 14,223 2017 12,577 2018 10,552 2019 9,674 2020 9,295 Thereafter 81,216 Total minimum lease payments $ 137,537 Build-to-Suit Lease Arrangements As discussed in Non-Cancellable Leases Letters of Credit As of December 31, 2015 and 2014, the Company had $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. As of December 31, 2015, the Company had also established a letter of credit under the Working Capital Facility for $3.2 million related to an insurance contract. See Note 10—Debt Obligations. 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, 2015 and 2014, the Company accrued an estimated $5.2 million and $4.0 million in distributions to reimburse fund investors a portion of their capital contributions in order to true-up the investors’ expected rate of return primarily due to a delay in solar energy systems being interconnected to the power grid and other factors. 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 preliminary terms of settlement, which were subsequently revised in mid-2015. The settlement agreement provided for a settlement payment from the Company in the amount of $0.4 million. On October 30, 2015, the Court entered a final order approving the settlement agreement and the settlement payment was distributed in accordance with the settlement agreement. 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 November 5, 2015, the parties agreed to preliminary terms of a settlement of all claims related to allegations in the complaint in return for the Company’s payment of $1.7 million to be paid out to the purported class members. The settlement agreement must be approved by the Court, after notice to the purported class. As of December 31, 2015, a $1.7 million reserve was recorded related to this proceeding in the Company’s consolidated financial statements. 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. On July 31, 2015, a putative class action lawsuit was filed in the Court of Chancery State of Delaware against the Company’s directors, SunEdison Inc. (“SunEdison”), and TerraForm Power (“TerraForm”), alleging that the proposed acquisition by SunEdison is unfair to the Company’s stockholders. On August 7, 2015, a second putative class action lawsuit was filed in the same court alleging similar claims, and including 313, Acquisition, LLC as a named defendant. Both complaints seek injunctive relief and unspecified damages. On or about September 10, 2015, two purported class action lawsuits were also filed in Utah's Fourth District State Court (the "Utah Actions"), alleging similar claims to the complaints previously filed in the Delaware Chancery Court. On September 22, 2015, the Company, through counsel notified plaintiff's counsel in the Utah Actions that pursuant to the Company's Articles of Incorporation, any such derivative action was subject to exclusive jurisdiction in the Delaware Chancery Court, and accordingly, the Utah Actions should be dismissed. After a December 2015 amendment to the proposed acquisition, a new complaint was filed in the Delaware Chancery Court on January 11, 2016. The new complaint alleges breach of fiduciary duty against the Company's directors, certain officers, and SunEdison, and seeks damages on behalf of a putative class. In view of the Company’s indemnification obligation to its directors, 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 these On September 9, 2015, two of the Company’s customers, on behalf of themselves and a purported class, named the Company in a putative class action, Case No. BCV-15-100925(Cal. Super. Ct., Kern County), alleging violation of California Business and Professional Code Section 17200 and requesting relief pursuant to Section 1689 of the California Civil Code. The complaint seeks: (1) rescission of their power purchase agreements along with restitution to the plaintiffs individually and (2) declaratory and injunctive relief. On October 16, 2015, the Company moved to compel arbitration of the plaintiffs’ claims pursuant to the provisions set forth in the power purchase agreements, which the Court granted and dismissed the class claims without prejudice. Plaintiffs have appealed the Court’s order. It is not possible to estimate the amount or range of potential loss, if any, at this time. On March 8, 2016, the Company filed suit in the Court of Chancery State of Delaware against SunEdison and SEV Merger Sub Inc. alleging that SunEdison willfully breached its obligations under the Merger Agreement pursuant to which the Company was to be acquired and breached its implied covenant of good faith and fair dealing. The Company is seeking declaratory judgment, award damages, costs and reasonable attorney’s fees and such further relief that the court finds equitable, appropriate and just. While the Company believes that SunEdison willfully breached its obligations under the Merger Agreement and that the Company’s claims have merit and are likely to succeed, the outcomes of lawsuits are inherently unpredictable. 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, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | 17. The Company computes basic net 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 income available (loss attributable) per share to common stockholders for the years ended December 31, 2015, 2014 and 2013 (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Numerator: Net income available (loss attributable) to common stockholders $ 13,080 $ (28,883 ) $ 5,638 Denominator: Shares used in computing net income available (loss attributable) per share to common stockholders, basic 106,088 83,446 75,000 Weighted-average effect of potentially dilutive shares to purchase common stock 3,770 — 223 Shares used in computing net income available (loss attributable) per share to common stockholders, diluted 109,858 83,446 75,223 Net income available (loss attributable) per share to common stockholders Basic $ 0.12 $ (0.35 ) $ 0.08 Diluted $ 0.12 $ (0.35 ) $ 0.07 As of December 31, 2015 and 2013, stock-based awards for 3.3 million and 4.4 million underlying shares of common stock were subject to performance conditions that had not yet been met. Accordingly, these performance-based stock awards were not included in the computation of diluted net income per share for the years ended December 31, 2015 and 2013. In addition, options remaining to be granted under the LTIP Pools were not included in the computation of diluted net income per share as these shares had not been granted as of December 31, 2015 and 2013. For the years ended December 31, 2015 and 2013, a de minimis number of shares were excluded from the dilutive share calculations as the effect on net income per share would have been antidilutive. For the year ended December 31, 2014, the Company incurred net losses attributable to common stockholders. As such, the potentially dilutive shares were anti-dilutive and were not considered in the weighted-average number of common shares outstanding for that period. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 18. Prior to the second quarter 2015, the Company had one business activity that was focused primarily on providing service to customers in the residential market. During the second quarter of 2015, the Company closed its first C&I investment fund with plans to service customers in the C&I market. As of December 31, 2015, the C&I fund was not operational, i.e., no projects had been initiated within the fund. During the year ended December 31, 2015, the Company has aligned its operations as two reporting segments: (1) Residential and (2) C&I. As of December 31, 2015, the Company recorded no assets related to the C&I segment. Segment loss from operations is comprised of operating unit revenue less operating expenses attributable to each operating segment. For the year ended December 31, 2015, no revenue was recognized in the C&I segment as the C&I investment fund was not operational. Operating expenses in the C&I segment included fees related to the closing of the C&I fund and costs of employees directly involved in the development of C&I. Prior to the second quarter of 2015, all reported results related to the Residential segment, and as such, no restatement of prior period segment results was necessary. Operating results by reporting segment in 2015 were as follows: Year Ended December 31, 2015 Residential C&I Total Revenue: Operating leases and incentives $ 61,150 $ — $ 61,150 Solar energy system and product sales 3,032 — 3,032 Total revenue 64,182 — 64,182 Operating expenses: Cost of revenue—operating leases and incentives 131,213 — 131,213 Cost of revenue—solar energy system and product sales 1,762 — 1,762 Sales and marketing 47,408 670 48,078 Research and development 3,901 — 3,901 General and administrative 90,438 2,226 92,664 Amortization of intangible assets 13,172 — 13,172 Impairment of intangible assets 4,506 — 4,506 Total operating expenses 292,400 2,896 295,296 Loss from operations $ (228,218 ) $ (2,896 ) $ (231,114 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events SunEdison Acquisition The Company previously entered into the Merger Agreement, dated as of July 20, 2015 and amended as of December 9, 2015, by and among SunEdison, SEV Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SunEdison, and the Company, pursuant to which the Company was to have been acquired by SunEdison. The Company terminated the Merger Agreement on March 7, 2016. On March 8, 2016, the Company filed suit in the Court of Chancery State of Delaware against SunEdison alleging that SunEdison willfully breached its obligations under the Merger Agreement and breached its implied covenant of good faith and fair dealing. The Company is seeking declaratory judgment, award damages, costs and reasonable attorney’s fees and such further relief that the court finds equitable, appropriate and just. While the Company believes that SunEdison willfully breached its obligations under the Merger Agreement and that the Company’s claims have merit and are likely to succeed, the outcomes of lawsuits are inherently unpredictable. Term Loan Facility On March 14, 2016, Vivint Solar Financing Holdings, LLC, one of the Company’s subsidiaries, entered into a financing agreement pursuant to which it may borrow up to an aggregate principal amount of $200.0 million of term loan borrowings from investment funds and accounts advised by Highbridge Principal Strategies, LLC. The Company refers to such financing agreement as the “term loan facility.” The Company will initially incur $75.0 million in borrowings, one-third at closing and the remainder within 30 days of the closing date. Such initial borrowings are referred to as “Tranche A” borrowings. The remaining $125.0 million aggregate principal amount in borrowings may be incurred in three installments of at least $25.0 million aggregate principal amount prior to the first anniversary of the closing date. Such subsequent borrowings, if any, are referred to as “Tranche B” borrowings. If no Tranche B borrowings are incurred, the Company must repay outstanding Tranche A borrowings in December 2016. If any Tranche B borrowings are incurred, the maturity date for all borrowings will be extended to the fourth anniversary of the closing date. If any Tranche B borrowings are incurred, the Company may not prepay any borrowings until the second anniversary of the closing date and any subsequent prepayments are subject to a fee equal to a 3.0% penalty. Borrowings under the term loan facility will be used for the construction and acquisition of solar energy systems. Interest on the Tranche A borrowings accrues at a floating rate of LIBOR plus 5.5%; provided that if any Tranche B borrowings are incurred, the interest rate increases to a floating rate of LIBOR plus 8.0% for the entire principal amount outstanding. The term loan facility includes customary events of default, conditions to borrowing and 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. These restrictions do not impact the Company’s ability to enter into investment funds, including those that are similar to those entered into previously. Additionally, the parties to the term loan facility must maintain certain consolidated and project subsidiary loan-to-value ratios and a consolidated debt service coverage ratio, with such covenants to be tested as of the last day of each fiscal quarter and upon each incurrence of borrowings. Each of the parties to the term loan facility has pledged assets not otherwise pledged under another existing debt facility as collateral to secure their obligations under the term loan facility. Vivint Solar Financing Holdings Parent, LLC, another of the Company’s subsidiaries and the parent company of the borrower and certain other of the Company’s subsidiaries guarantee the borrower’s obligations under the financing agreement. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 the operational VIEs in which it has an equity interest. 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 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. With respect to liquidity, the Company believes its cash and cash equivalents, including investment fund commitments, projected investment fund contributions and its current debt facilities, in addition to financing that may be obtained from other sources, including the Company’s financial sponsors, will be sufficient to meet its anticipated cash needs for at least the next 12 months. Certain prior period amounts have been reclassified to conform to current year presentation. These reclassifications did not have a significant impact on the consolidated financial statements. |
Segment Information | Segment Information The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information for purposes of allocating resources and evaluating financial performance. Prior to the second quarter of 2015, the Company had one business activity that was focused primarily on providing service to customers in the residential market. During the second quarter of 2015, the Company closed its first C&I investment fund with plans to service customers in the C&I market. As of December 31, 2015, the C&I fund was not operational, i.e., no projects had been initiated within the fund. During the year ended December 31, 2015, the Company has aligned its operations as two reporting segments: (1) Residential and (2) C&I. For additional segment information, see Note 18—Segment Information. |
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, investment tax credits, revenue recognition, solar energy systems, net, impairment of long-lived assets, goodwill impairment analysis, the recognition and measurement of loss contingencies, stock-based compensation, provision for income taxes, and 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 $10.0 million. For additional information, see Note 11—Investment Funds. The Company was also required to deposit $5.0 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 is comprised of the monthly power generation under power purchase agreements not yet invoiced and the monthly bill rate of legal-form leases 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 $0.9 million and $0.6 million as of December 31, 2015 and 2014. |
Inventories | Inventories Inventories include components related to photovoltaic installation devices and software products and are stated at the lower of cost, on an average cost basis, or market. Inventories also include solar energy systems held for sale, which are solar energy systems under construction that have yet to be interconnected to the power grid and that will be sold to customers. Solar energy systems held for sale are stated at the lower of cost, on a first-in-first-out basis, or market. Solar energy systems held for sale was $0.1 million as of December 31, 2015. No solar energy systems were held for sale as of December 31, 2014. The Company evaluates its inventory reserves on a quarterly basis and writes down the value of inventories for estimated excess and obsolete inventories based on assumptions about future demand and market conditions. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The associated concentration risk 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. Three suppliers accounted for approximately 50%, 30% and 20% of the solar photovoltaic module purchases for the year ended December 31, 2015. Two of those suppliers accounted for approximately 50% and 40% of these 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. Two suppliers accounted for approximately 55% and 40% of the Company’s inverter purchases for the year ended December 31, 2015. One of those suppliers accounted for a substantial majority of the Company’s inverter purchases for the years ended December 31, 2014 and 2013. 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, 2015, the Company’s customers under long-term customer contracts are primarily located in Arizona, California, Connecticut, Hawaii, Maryland, Massachusetts, New Jersey, New Mexico, New York, Pennsylvania, South Carolina and Utah. 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 |
Investment Tax Credits | Investment Tax Credits The Company applies for and receives 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. |
US Treasury Grants | U.S. Treasury Grants In the first quarter of 2014 and prior, 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. 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. This accounting treatment results in decreased depreciation of such solar energy systems over their useful lives. If it becomes probable that a U.S. Treasury grant is required to be repaid, the Company would assess whether it is necessary to derecognize any grant (or portion thereof) in accordance with Accounting Standards Codification section 450. |
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. The Company has determined that these contracts should be accounted for as operating leases and, accordingly, the related solar energy systems are stated at cost, less accumulated depreciation and amortization. In 2014, the Company began offering leases to customers. 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. 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, 2015 and 2014, the Company had recorded costs of $1,134.7 million and $598.4 million in solar energy systems, of which $882.7 million and $407.7 million related to systems that had been interconnected to the power grid, with accumulated depreciation and amortization of $32.5 million and $10.2 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. See Note 7—Intangible Assets and Goodwill. 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—Solmetric Acquisition. |
Capitalization of Internal Use-Software Costs | The Company also 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. During the year ended December 31, 2015, the development for certain internal-use software applications was completed and the Company began to amortize the internal-use software applications over the expected useful lives of three years. For the year ended December 31, 2015, $0.2 million of amortization was recorded for internal-use software. No amortization was recorded for internal-use software prior to the year ended December 31, 2015 as the internal-use software applications were still under development. |
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. In February 2015, the Company decided to discontinue the external sales of the SunEye and PV Designer products, the rights to which the Company acquired when it acquired Solmetric Corporation, or Solmetric, in January 2014. This discontinuance was considered an indicator of impairment, and a review regarding the recoverability of the carrying value of the related intangible assets was performed. As a result of this review, the Company recorded a total impairment charge of $4.5 million for the year ended December 31, 2015. See Note 7—Intangible Assets and Goodwill. |
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. As of December 31, 2015, the Company consisted of two operating segments: (1) Residential and (2) C&I. As C&I was created internally in 2015 and the Company’s goodwill was recorded prior to 2015, all goodwill remains with the Residential operating segment. As such, 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 two-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, 2015 and October 1, 2014. |
Prepaid Tax Asset, Net | Prepaid Tax Asset, Net The Company recognizes sales of solar energy systems to the investment funds for income tax purposes. As the investment funds are consolidated by the Company, the gain on the sale of the solar energy systems has been eliminated in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. Since these transactions are intercompany sales for GAAP purposes, any tax expense incurred related to these intercompany sales is deferred 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, advances receivable due from sales representatives and long-term refundable rent deposits. 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. The Company provides advance payments of compensation to direct-sales personnel under certain circumstances. 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 primarily includes deferred investment tax credit (“ITC”) revenue and rebates and incentives. Deferred ITC revenue is related to a lease pass-through arrangement in which a portion of the rent prepayment is allocated to ITC revenue. Rebates and incentives are received from utility companies and various government agencies and are recognized as revenue over the related lease term of 20 years. See Revenue Recognition below. |
Home Installation Reserve and Warranties | Home Installation Reserve and Warranties The Company typically warrants solar energy systems sold to customers for periods of one through twenty years against defects in design and workmanship, and for periods of one to ten years that installation will remain watertight. 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 devices and software products for one to two years against defects in materials or installation workmanship. The Company generally assesses a reserve for damages related to home installations and provides for the estimated cost of warranties at the time the related revenue is recognized. The Company assesses the accrued home installation reserve and warranty regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. Accrued warranty and home installation reserve is recorded as a component of accrued and other current liabilities on the consolidated balance sheets and was $0.3 million as of December 31, 2015. These accruals were not significant as of December 31, 2014. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) As the Company had no other comprehensive income or loss, comprehensive income (loss) is the same as net income available (loss attributable) to common stockholders 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 devices and software products and solar energy system sales within solar energy system and product sales. In the first quarter of 2015, the Company decided to discontinue the external sales of its photovoltaic installation software products. 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. 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. In 2014, the Company began offering solar energy systems to customers pursuant to legal-form leases. 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 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. The guaranteed production levels have varying terms. Dependent on the level of the production guarantee, the Company either (1) recognizes the monthly lease payments as revenue and records a solar energy performance guarantee liability due to the contingent nature of the lease payments, or (2) straight-lines the contracted payments over the initial term of the lease. Solar energy performance guarantee liabilities were de minimis as of December 31, 2015 and 2014. Future minimum annual lease receipts from customers under these legal-form lease agreements are as follows (in thousands): Years Ending December 31, 2016 $ 1,668 2017 1,716 2018 1,766 2019 1,817 2020 1,870 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 $13.9 million, $2.6 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013. 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 $0.4 million, $0.2 million and de minimis for the years ended December 31, 2015, 2014 and 2013. Operating leases and incentives revenue is recorded net of sales tax collected. Lease Pass-Through Arrangement In 2015, a lease pass-through fund arrangement became operational under which the Company contributes solar energy systems and the investor contributes cash. Contemporaneously, a subsidiary of the Company entered into a master lease arrangement to lease the solar energy systems and the associated customer lease or power purchase agreements to the fund investor. The Company’s subsidiary makes a tax election to pass-through the investment tax credits (“ITCs”) that accrue to the solar energy systems to the fund investor, who as the legal lessee of the property is allowed to claim the ITCs under Section 50(d)(5) of the Internal Revenue Code and the related regulations. Under this arrangement, the fund investor makes a large upfront lease payment to the Company’s subsidiary and subsequently makes periodic lease payments. The Company allocates a portion of the aggregate payments received from the fund investor to the estimated fair value of the assigned ITCs. The Company’s subsidiary has an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. Accordingly, the Company recognizes ITC revenue as the recapture provisions lapse assuming all other revenue recognition criteria have been met. The amounts allocated to ITCs are initially recorded as deferred revenue in the consolidated balance sheet, and subsequently, one-fifth of the amounts allocated to ITCs is recognized as revenue from operating leases and solar energy systems incentives in the consolidated statements of operations based on the anniversary of each solar energy system’s placed in service date over the next five years. As of December 31, 2015, no ITC revenue has been recognized. 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 and interconnection to the power grid per the completed contract method, assuming the remaining revenue recognition criteria discussed above have been met. Revenue from the sale of photovoltaic installation devices and software products is recognized upon delivery of the product to the customer assuming the remaining revenue recognition criteria discussed above have been met. Multiple-Element Arrangements Subsequent to the acquisition of Solmetric in January 2014 and prior to the discontinuance of external sales of the SunEye and PV Designer products, the Company entered into multiple-element arrangements typically involving sales of (1) photovoltaic installation hardware devices containing software essential to the hardware product’s functionality and (2) stand-alone software. The Company allocated revenue based on the Company’s best estimate of selling price, which was determined by considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. 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. |
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 devices and software products. |
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 devices and software products and the development of other solar technologies. Research and development costs are charged to expense when incurred. The Company’s research and development expense was $3.9 million and $1.9 million for the years ended December 31, 2015 and 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 $4.5 million, $3.5 million and $1.3 million for the years ended December 31, 2015, 2014 and 2013. |
Other Income (Expense) | Other Income (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 and $1.9 million for the years ended December 31, 2014 and 2013. For the year ended December 31, 2015, the Company received an abatement of a portion of such penalties and interest. |
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. In the fourth quarter of 2015, the Company prospectively adopted Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. 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 fair value of each restricted stock award and performance share unit award is determined as the closing price of the Company’s stock on the date of grant. 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 In the periods presented, the Company participated in a 401(k) Plan sponsored by Vivint that covered 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 We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss, in determining loss contingencies. We accrue an estimated loss contingency 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 we determine that a loss is possible and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. We regularly evaluate 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 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In September 2015, the FASB issued ASU 2015-16, Business Combinations – Simplifying the Accounting for Measurement-Period Adjustments In August 2015, the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date Revenue from Contracts with Customers In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
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) |
Schedule of Future Minimum Annual Lease Receipts From Customers | Future minimum annual lease receipts from customers under these legal-form lease agreements are as follows (in thousands): Years Ending December 31, 2016 $ 1,668 2017 1,716 2018 1,766 2019 1,817 2020 1,870 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 Level I Level II Level III Total Financial Assets Time deposits $ — $ 1,900 $ — $ 1,900 Total financial assets $ — $ 1,900 $ — $ 1,900 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 |
Solmetric Acquisition (Tables)
Solmetric Acquisition (Tables) - Solmetric | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 | |
Solar Energy Systems Disclosure [Abstract] | |
Solar Energy Systems | Solar energy systems, net consisted of the following (in thousands): December 31, December 31, 2015 2014 System equipment costs $ 893,088 $ 478,502 Initial direct costs related to solar energy systems 171,081 75,349 1,064,169 553,851 Less: Accumulated depreciation and amortization (32,505 ) (10,186 ) 1,031,664 543,665 Solar energy system inventory 70,493 44,502 Solar energy systems, net $ 1,102,157 $ 588,167 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 2014 Vehicles acquired under capital leases 3 years $ 24,149 $ 13,351 Furniture and computer and other equipment 3 years 6,524 2,183 Leasehold improvements 1-3 years 4,116 2,088 34,789 17,622 Less: Accumulated depreciation and amortization (12,181 ) (4,598 ) 22,608 13,024 Build-to-suit lease asset under construction 25,560 — Property and equipment, net $ 48,168 $ 13,024 |
Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases | Future minimum lease payments for vehicles under capital leases as of December 31, 2015 were as follows (in thousands): Years Ending December 31, 2016 $ 6,405 2017 5,679 2018 4,136 2019 1,008 2020 36 Thereafter — Total minimum lease payments 17,264 Less: interest 1,720 Present value of capital lease obligations 15,544 Less: current portion 5,489 Long-term portion $ 10,055 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, December 31, 2015 2014 Cost: Internal-use software $ 1,591 $ 370 Developed technology 522 1,295 Trademarks/trade names 201 1,664 Customer relationships 164 738 Customer contracts — 43,783 In-process research and development — 2,097 Total carrying value 2,478 49,947 Accumulated amortization: Internal-use software (219 ) — Developed technology (126 ) (160 ) Trademarks/trade names (39 ) (152 ) Customer relationships (63 ) (135 ) Customer contracts — (31,013 ) Total accumulated amortization (447 ) (31,460 ) Total intangible assets, net $ 2,031 $ 18,487 |
Summary of Expected Amortization Expense | As of December 31, 2015, expected amortization expense for the unamortized intangible assets is as follows (in thousands): Years Ending December 31, 2016 $ 656 2017 558 2018 475 2019 129 2020 86 Thereafter 127 Total $ 2,031 |
Accrued Compensation (Tables)
Accrued Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Compensation Disclosure [Abstract] | |
Summary of Accrued Compensation | Accrued compensation consisted of the following (in thousands): December 31, December 31, 2015 2014 Accrued payroll $ 6,918 $ 10,219 Accrued commissions 6,840 6,575 Total accrued compensation $ 13,758 $ 16,794 |
Accrued and Other Current Lia34
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Accrued professional fees $ 7,918 $ 1,289 Income tax payable 6,169 4,097 Current portion of lease pass-through financing obligation 3,835 — Sales and use tax payable 3,524 5,052 Accrued litigation settlements 1,790 450 Deferred rent 1,064 1,090 Accrued unused commitment fees and interest 1,014 478 Other accrued expenses 3,703 1,560 Total accrued and other current liabilities $ 29,017 $ 14,016 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt obligations consisted of the following (in thousands): December 31, December 31, 2015 2014 Aggregation credit facility $ 269,100 $ 105,000 Working capital credit facility 146,750 — Total debt $ 415,850 $ 105,000 |
Investment Funds (Tables)
Investment Funds (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Assets Current assets: Cash and cash equivalents $ 12,014 $ 12,641 Accounts receivable, net 3,063 1,542 Prepaid expenses and other current assets 121 — Total current assets 15,198 14,183 Solar energy systems, net 990,609 525,903 Other non-current assets, net 18 — Total assets $ 1,005,825 $ 540,086 Liabilities Current liabilities: Distributions payable to non-controlling interests and redeemable non-controlling interests $ 11,347 $ 6,780 Current portion of deferred revenue 4,824 237 Accrued and other current liabilities 3,869 — Total current liabilities 20,040 7,017 Deferred revenue, net of current portion 43,094 4,335 Other non-current liabilities 3,283 — Total liabilities $ 66,417 $ 11,352 |
Schedule of Future Minimum Lease Payments to be Received from Fund Investor | As of December 31, 2015, the future minimum lease payments to be received from the fund investor based on the solar energy systems then under the lease pass-through fund arrangement, for each of the next five years and thereafter, were as follows (in thousands): Years Ending December 31, 2016 $ 1,701 2017 3,009 2018 3,064 2019 3,111 2020 3,159 Thereafter 10,549 Total minimum lease payments to be received $ 24,593 |
Redeemable Non-Controlling In37
Redeemable Non-Controlling Interests, Equity and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Shares available for grant under equity incentive plans 12,267 8,783 Stock options issued and outstanding 9,277 10,053 Long-term incentive plan 3,382 4,059 Restricted stock units issued and outstanding 930 22 Total 25,856 22,917 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Stock Option Activity | Stock options are granted under the 2014 Plan and Omnibus Plan as described above. Stock option activity for the year ended December 31, 2015 was 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, 2014 10,053 $ 1.21 $ 80,790 Granted 114 12.56 Exercised (595 ) 1.09 Cancelled (295 ) 1.23 Outstanding—December 31, 2015 9,277 $ 1.36 7.8 $ 76,488 Options vested and exercisable—December 31, 2015 4,166 $ 1.20 7.8 $ 34,842 Options vested and expected to vest—December 31, 2015 8,964 $ 1.35 7.8 $ 73,568 |
Stock Option Activity By Range Of Exercise Price | The following table summarizes stock option activity by range of exercise price as of December 31, 2015 (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 5,859 7.6 $ 1.00 2,772 $ 1.00 $1.01 - $2.00 2,979 8.1 1.30 1,261 1.30 $2.01 - $10.00 320 8.5 4.14 128 4.14 $10.01 - $16.00 119 9.2 13.01 5 16.00 Total 9,277 7.8 $ 1.36 4,166 $ 1.20 |
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: Year Ended December 31, 2015 2014 2013 Expected term (in years) 6.2 6.2 6.3 Volatility 89.0 % 87.1 % 80.0 % Risk-free interest rate 1.8 % 1.9 % 1.7 % Dividend yield 0.0 % 0.0 % 0.0 % |
Restricted Stock Units Activity | RSUs are granted under the 2014 Plan and the LTIP as described above. RSU activity for the year ended December 31, 2015 was as follows (awards in thousands): Weighted- Average Number of Grant Date Awards Fair Value Outstanding at December 31, 2014 22 $ 16.00 Granted 1,650 13.01 Vested (687 ) 13.37 Forfeited (55 ) 12.57 Outstanding at December 31, 2015 930 12.84 |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in operating expenses as follows (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenue $ 3,068 $ 1,105 $ 6 Sales and marketing 10,737 860 51 General and administrative 11,310 21,722 237 Research and development 489 — — Total stock-based compensation $ 25,604 $ 23,687 $ 294 |
Summary of Unrecognized Stock-Based Compensation Expense | Unrecognized stock-based compensation expense, net of estimated forfeitures, for time-based stock options, performance-based stock options, RSUs and PSUs as of December 31, 2015 was as follows (in thousands, except years): Unrecognized Stock-Based Weighted- Compensation Average Period Expense of Recognition Time-based stock options $ 2,788 3.0 years Performance-based stock options 1,832 1.2 years RSUs and PSUs 6,947 2.8 years Total unrecognized stock-based compensation expense as of December 31, 2015 $ 11,567 |
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 80.0 % 80.0 % Risk-free interest rate 2.7 % 2.6 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) is composed of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 52,578 $ 1,358 $ 2,492 State 15,275 4,035 569 Total current expense 67,853 5,393 3,061 Deferred: Federal (46,364 ) (9,636 ) (2,900 ) State (11,752 ) (2,827 ) (38 ) Total deferred benefit (58,116 ) (12,463 ) (2,938 ) Income tax expense (benefit) $ 9,737 $ (7,070 ) $ 123 |
Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax Expense (Benefit) | The following table presents a reconciliation of the tax benefit computed at the statutory federal rate and the Company’s tax expense (benefit) (in thousands): Year Ended December 31, 2015 2014 2013 Income tax benefit—computed as 35% of pretax loss $ (85,235 ) $ (60,546 ) $ (19,721 ) Effect of non-controlling interests and redeemable non-controlling interests 93,221 47,962 21,737 Effect of domestic production activities deduction (4,699 ) — — Effect of nondeductible expenses 1,232 6,617 1,439 State and local income tax expenses 2,289 616 343 Amortization of prepaid tax asset 6,661 2,199 474 Effect of tax credits (4,106 ) (3,939 ) (4,472 ) Other 374 21 323 Income tax expense (benefit) $ 9,737 $ (7,070 ) $ 123 |
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, 2015 2014 Deferred tax assets: Stock-based compensation $ 9,068 $ 3,738 Accruals and reserves 4,582 3,335 Transaction costs 4,216 — Other 395 743 Gross deferred tax assets 18,261 7,816 Valuation allowance (212 ) (222 ) Net deferred tax assets 18,049 7,594 Deferred tax liabilities: Investment in solar funds (220,803 ) (106,664 ) Depreciation and amortization (13,004 ) (9,493 ) Accruals and reserves (275 ) — Gross deferred tax liabilities (234,082 ) (116,157 ) Net deferred tax liabilities $ (216,033 ) $ (108,563 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Components of Related Party Transactions | The Company’s operations included the following expenses from related party transactions (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenue—operating leases and incentives $ 6,054 $ 7,834 $ 1,558 Sales and marketing 2,133 2,312 866 General and administrative 5,241 5,909 2,323 Interest expense (1) — 4,481 2,924 (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, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2015 were as follows (in thousands): Years Ending December 31, 2016 $ 14,223 2017 12,577 2018 10,552 2019 9,674 2020 9,295 Thereafter 81,216 Total minimum lease payments $ 137,537 |
Basic and Diluted Net Income 42
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 income available (loss attributable) per share to common stockholders for the years ended December 31, 2015, 2014 and 2013 (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Numerator: Net income available (loss attributable) to common stockholders $ 13,080 $ (28,883 ) $ 5,638 Denominator: Shares used in computing net income available (loss attributable) per share to common stockholders, basic 106,088 83,446 75,000 Weighted-average effect of potentially dilutive shares to purchase common stock 3,770 — 223 Shares used in computing net income available (loss attributable) per share to common stockholders, diluted 109,858 83,446 75,223 Net income available (loss attributable) per share to common stockholders Basic $ 0.12 $ (0.35 ) $ 0.08 Diluted $ 0.12 $ (0.35 ) $ 0.07 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Operating Results by Reporting Segment | Operating results by reporting segment in 2015 were as follows: Year Ended December 31, 2015 Residential C&I Total Revenue: Operating leases and incentives $ 61,150 $ — $ 61,150 Solar energy system and product sales 3,032 — 3,032 Total revenue 64,182 — 64,182 Operating expenses: Cost of revenue—operating leases and incentives 131,213 — 131,213 Cost of revenue—solar energy system and product sales 1,762 — 1,762 Sales and marketing 47,408 670 48,078 Research and development 3,901 — 3,901 General and administrative 90,438 2,226 92,664 Amortization of intangible assets 13,172 — 13,172 Impairment of intangible assets 4,506 — 4,506 Total operating expenses 292,400 2,896 295,296 Loss from operations $ (228,218 ) $ (2,896 ) $ (231,114 ) |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Delaware corporation incorporation date | Aug. 12, 2011 |
Contractual term of customers | 20 years |
313 Acquisition LLC | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Date of acquisition | Nov. 16, 2012 |
Percentage of equity interest acquired | 100.00% |
Sun Edison Inc | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Merger agreement amendment date | Dec. 9, 2015 |
Merger Agreement termination date | Mar. 7, 2016 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015Segment | Dec. 31, 2015USD ($)SegmentSupplier | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of reporting segments | Segment | 1 | 2 | ||
Restricted cash | $ 15,035,000 | $ 6,516,000 | ||
Allowance for doubtful accounts receivable | 900,000 | 600,000 | ||
Solar energy systems held for sale | $ 100,000 | 0 | ||
Investment tax credits as percentage of value of eligible solar property | 30.00% | |||
Solar energy systems, gross | $ 1,064,169,000 | 553,851,000 | ||
Accumulated depreciation and amortization | 32,505,000 | 10,186,000 | ||
Impairment charges related to discontinued operations | $ 4,500,000 | 0 | $ 0 | |
Amortization period of prepaid tax asset | 30 years | |||
Lease term on deferred revenue | 20 years | |||
Accrued warranty and home installation reserve | $ 300,000 | 0 | ||
Other comprehensive income (loss), net of tax | $ 0 | |||
Contractual term of customers | 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 | $ 61,150,000 | 21,688,000 | 5,864,000 | |
Rebates recognized within operating leases and incentives | 400,000 | 200,000 | 0 | |
Research and development | 3,901,000 | 1,892,000 | ||
Advertising costs | 4,500,000 | 3,500,000 | 1,300,000 | |
Interest and penalties associated with employee payroll withholding tax payments | 1,400,000 | 1,900,000 | ||
Reclassification of net current deferred tax asset to net non-current deferred tax liability | $ 7,300,000 | |||
Percentage of tax benefit realized upon ultimate settlement | 50.00% | |||
Financing Obligation | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Service and operational term | 5 years | |||
Recognized revenue on investment | 0.20% | |||
Investment tax credit revenue recognition | $ 0 | |||
Solmetric | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment charges related to discontinued operations | $ 4,500,000 | |||
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 | |||
Impairment charges related to discontinued operations | $ 400,000 | |||
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 | $ 200,000 | 0 | ||
Vehicles | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Vehicles under capital leases, useful life | 3 years | |||
Solar Energy Systems | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Solar energy systems, gross | $ 1,134,700,000 | 598,400,000 | ||
Power Grid | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Solar energy systems, gross | 882,700,000 | 407,700,000 | ||
Solar Renewable Energy Certificates | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating leases and incentives | $ 13,900,000 | $ 2,600,000 | $ 300,000 | |
Cost of Goods Product Line | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of suppliers | Supplier | 3 | |||
Cost of Goods Product Line | Inverter Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of suppliers | Supplier | 2 | |||
Cost of Goods Product Line | Supplier One | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of purchase from each suppliers | 50.00% | 50.00% | 48.00% | |
Cost of Goods Product Line | Supplier One | Inverter Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of purchase from each suppliers | 55.00% | |||
Cost of Goods Product Line | Supplier Two | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of purchase from each suppliers | 30.00% | 40.00% | 48.00% | |
Cost of Goods Product Line | Supplier Two | Inverter Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of purchase from each suppliers | 40.00% | |||
Cost of Goods Product Line | Supplier Three | Solar Photovoltaic Module Purchases | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of purchase from each suppliers | 20.00% | |||
Bank Of America Aggregation Credit Facility | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 5,000,000 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 10,000,000 | $ 5,000,000 | ||
Product warranty period against defects in design and workmanship | 1 year | |||
Warranty period | 1 year | |||
Minimum | Developed Technology | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization period of intangible assets | 5 years | |||
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 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Product warranty period against defects in design and workmanship | 20 years | |||
Warranty period | 10 years | |||
Maximum | Developed Technology | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization period of intangible assets | 8 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 Accoun46
Summary of Significant Accounting Policies - Estimated Useful Lives of the Respective Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
System equipment costs, Useful Lives | 30 years |
Initial direct costs related to solar energy systems, Useful Lives | 20 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Schedule Of Future Minimum Annual Lease Receipts From Customers (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
2,016 | $ 1,668 |
2,017 | 1,716 |
2,018 | 1,766 |
2,019 | 1,817 |
2,020 | $ 1,870 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 1,900 | $ 2,507 |
Level I | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | 607 | |
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 | |
Money Market Funds | Level I | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 607 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Long-term debt | $ 415,850,000 | $ 105,000,000 |
Realized gains or losses on financial assets | $ 0 | $ 0 |
Solmetric Acquisition - Additio
Solmetric Acquisition - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014USD ($) | Dec. 31, 2015USD ($)Product | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Business Acquisition [Line Items] | ||||
Impairment charges related to discontinued operations | $ 4,500 | $ 0 | $ 0 | |
Solmetric | ||||
Business Acquisition [Line Items] | ||||
Purchase price agreed in the purchase agreement | $ 12,000 | 12,179 | ||
Purchase price on acquisition date | 12,200 | |||
Purchase of outstanding stock and options | 12,200 | |||
Retention bonus for employees | 300 | |||
Transaction fees | 100 | |||
Purchase consideration placed in escrow | $ 1,000 | |||
Deferred tax liabilities gross | 2,500 | |||
Deferred tax assets | 1,000 | |||
Revenue from acquisition | 3,200 | |||
Net income from acquisition | $ 400 | |||
Number of discontinued products | Product | 2 | |||
Impairment charges related to discontinued operations | $ 4,500 |
Solmetric Acquisition - Summary
Solmetric Acquisition - Summary of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 36,601 | $ 36,601 | |
Solmetric | |||
Business Acquisition [Line Items] | |||
Cash acquired | 139 | ||
Inventories | 580 | ||
Other current assets acquired | 221 | ||
Property | 77 | ||
Goodwill | 7,056 | ||
Deferred tax liability, net | (1,478) | ||
Current liabilities assumed | (210) | ||
Total purchase consideration | 12,179 | $ 12,000 | |
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 |
Solmetric Acquisition - Pro For
Solmetric Acquisition - Pro Forma Information (Details) - Solmetric - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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 ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 1,064,169 | $ 553,851 |
Less: Accumulated depreciation and amortization | (32,505) | (10,186) |
Solar energy systems, net excluding inventory | 1,031,664 | 543,665 |
Solar energy system inventory | 70,493 | 44,502 |
Solar energy systems, net | 1,102,157 | 588,167 |
System Equipment Costs | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | 893,088 | 478,502 |
Initial Direct Costs Related to Solar Energy Systems | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems, gross | $ 171,081 | $ 75,349 |
Solar Energy Systems - Addition
Solar Energy Systems - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Subject To Or Available For Operating Lease [Line Items] | |||
Depreciation and amortization expense | $ 24,924,000 | $ 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 | $ 22,300,000 | $ 8,100,000 | $ 2,000,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 30 years | |
Property, gross | $ 34,789 | $ 17,622 |
Less: Accumulated depreciation and amortization | (12,181) | (4,598) |
Property and equipment, net, excluding Build-to-suit assets | 22,608 | 13,024 |
Build-to-suit lease asset under construction | 25,560 | |
Property and equipment, net | $ 48,168 | 13,024 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property, gross | $ 24,149 | 13,351 |
Furniture and Computer and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property, gross | $ 6,524 | 2,183 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, gross | $ 4,116 | $ 2,088 |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 1 year | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 24,924 | $ 8,523 | $ 1,984 |
Build-to-suit lease assets | 25,560 | ||
Property and equipment | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | 8,200 | 3,400 | 1,200 |
Vehicles Acquired Under Capital Leases | Solar Energy Systems | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 5,500 | $ 3,000 | $ 1,200 |
Property and Equipment - Summ57
Property and Equipment - Summary of Future Minimum Lease Payments For Vehicles Under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Less: current portion | $ 5,489 | $ 3,502 |
Long-term portion | 10,055 | $ 6,176 |
Vehicles Acquired Under Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
2,016 | 6,405 | |
2,017 | 5,679 | |
2,018 | 4,136 | |
2,019 | 1,008 | |
2,020 | 36 | |
Total minimum lease payments | 17,264 | |
Less: interest | 1,720 | |
Present value of capital lease obligations | 15,544 | |
Less: current portion | 5,489 | |
Long-term portion | $ 10,055 |
Intangible Assets and Goodwil58
Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $ 2,478 | $ 49,947 |
Intangible assets, accumulated amortization | (447) | (31,460) |
Total intangible assets, net | 2,031 | 18,487 |
Internal-use software | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 1,591 | 370 |
Intangible assets, accumulated amortization | (219) | |
Developed Technology | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 522 | 1,295 |
Intangible assets, accumulated amortization | (126) | (160) |
Trademarks/Trade Names | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 201 | 1,664 |
Intangible assets, accumulated amortization | (39) | (152) |
Customer Relationships | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 164 | 738 |
Intangible assets, accumulated amortization | $ (63) | (135) |
Customer Contracts | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | 43,783 | |
Intangible assets, accumulated amortization | (31,013) | |
In-Process Research And Development | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value | $ 2,097 |
Intangible Assets and Goodwill-
Intangible Assets and Goodwill- Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 13,172,000 | $ 14,911,000 | $ 14,595,000 |
Amortization of intangible assets recorded in cost of revenue | 100,000 | ||
Impairment charges related to discontinued operations | 4,500,000 | 0 | $ 0 |
Changes to goodwill | 0 | ||
Goodwill | 36,601,000 | 36,601,000 | |
Solmetric | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment charges related to discontinued operations | 4,500,000 | ||
Goodwill | $ 7,056,000 | ||
Customer Relationships | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment charges related to discontinued operations | 400,000 | ||
Solmetric's SunEye and PV Designer Products | In Process Research And Development | Solmetric | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment charges related to discontinued operations | 2,100,000 | ||
Solmetric's SunEye and PV Designer Products | Trademarks/Trade Names | Solmetric | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment charges related to discontinued operations | 1,300,000 | ||
Solmetric's SunEye and PV Designer Products | Developed Technology | Solmetric | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Impairment charges related to discontinued operations | $ 700,000 |
Intangible Assets and Goodwil60
Intangible Assets and Goodwill - Summary of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 656 | |
2,017 | 558 | |
2,018 | 475 | |
2,019 | 129 | |
2,020 | 86 | |
Thereafter | 127 | |
Total intangible assets, net | $ 2,031 | $ 18,487 |
Accrued Compensation - Summary
Accrued Compensation - Summary of Accured Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Compensation Disclosure [Abstract] | ||
Accrued payroll | $ 6,918 | $ 10,219 |
Accrued commissions | 6,840 | 6,575 |
Total accrued compensation | $ 13,758 | $ 16,794 |
Accrued and Other Current Lia62
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued professional fees | $ 7,918 | $ 1,289 |
Income tax payable | 6,169 | 4,097 |
Current portion of lease pass-through financing obligation | 3,835 | |
Sales and use tax payable | 3,524 | 5,052 |
Accrued litigation settlements | 1,790 | 450 |
Deferred rent | 1,064 | 1,090 |
Accrued unused commitment fees and interest | 1,014 | 478 |
Other accrued expenses | 3,703 | 1,560 |
Total accrued and other current liabilities | $ 29,017 | $ 14,016 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line Of Credit Facility [Line Items] | ||
Total debt | $ 415,850 | $ 105,000 |
Bank Of America Aggregation Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Aggregate term loan borrowing | 269,100 | $ 105,000 |
Bank Of America Working Capital Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Aggregate term loan borrowing | $ 146,750 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | Oct. 09, 2014 | Feb. 28, 2015 | Sep. 30, 2014 | May. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2015 | May. 31, 2015 | Mar. 31, 2015 | Jul. 31, 2013 | May. 31, 2013 | Dec. 31, 2012 |
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Interest expense | $ 12,568,000 | $ 9,323,000 | $ 3,144,000 | |||||||||||||||
Restricted cash and cash equivalents | 15,035,000 | 6,516,000 | ||||||||||||||||
Letter of credit related to insurance contract | 3,200,000 | |||||||||||||||||
Repayments of Short-term Debt | 75,500,000 | |||||||||||||||||
Interest expense incurred under debt obligations | 12,200,000 | 9,300,000 | 3,100,000 | |||||||||||||||
Amortization of deferred financing costs | 3,500,000 | 2,200,000 | 0 | |||||||||||||||
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 | 3,100,000 | 1,500,000 | ||||||||||||||||
Two Thousand Twelve Loan Agreement | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Interest expense | 1,300,000 | $ 1,500,000 | ||||||||||||||||
Minimum | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Restricted cash and cash equivalents | $ 10,000,000 | 5,000,000 | ||||||||||||||||
Bank Of America Aggregation Credit Facility | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Aggregate borrowing capacity | $ 375,000,000 | $ 375,000,000 | ||||||||||||||||
Additional borrowing capacity | 175,000,000 | |||||||||||||||||
Increase in funding commitment | 25,000,000 | |||||||||||||||||
Credit facility increasing amount | $ 550,000,000 | |||||||||||||||||
Debt Instrument interest rate description | 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. | |||||||||||||||||
Revolving credit facility maturity date | Mar. 12, 2018 | |||||||||||||||||
Aggregate term loan borrowing | $ 269,100,000 | 105,000,000 | ||||||||||||||||
Remaining borrowing capacity | 105,900,000 | |||||||||||||||||
Interest expense | 9,900,000 | $ 1,400,000 | ||||||||||||||||
Deferred debt issuance costs, current portion | 4,000,000 | |||||||||||||||||
Deferred debt issuance costs, long-term portion | 4,900,000 | |||||||||||||||||
Restricted cash and cash equivalents | $ 5,000,000 | |||||||||||||||||
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 Rate Plus | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||||
Bank Of America Aggregation Credit Facility | L I B O R Plus | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||||
Bank Of America Working Capital Credit Facility | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Aggregate borrowing capacity | $ 150,000,000 | $ 131,000,000 | ||||||||||||||||
Debt Instrument interest rate description | (1) a rate equal to the Eurodollar Rate for the interest period divided by one minus the Eurodollar Reserve Percentage, plus a margin of 3.25%; or (2) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Citibank prime rate and (c) the one-month interest period Eurodollar rate plus 1.00%, plus a margin of 2.25%. Interest is payable dependent on the type of borrowing at the end of (1) the interest period that the Company may elect as a term and not to exceed three months, (2) quarterly or (3) at maturity of the Working Capital Facility | |||||||||||||||||
Revolving credit facility maturity date | Mar. 31, 2020 | |||||||||||||||||
Debt instrument interest rate | 2.25% | |||||||||||||||||
Aggregate term loan borrowing | $ 146,750,000 | |||||||||||||||||
Remaining borrowing capacity | 0 | |||||||||||||||||
Interest expense | 2,300,000 | |||||||||||||||||
Deferred debt issuance costs, current portion | 500,000 | |||||||||||||||||
Deferred debt issuance costs, long-term portion | 1,800,000 | |||||||||||||||||
Letter of credit related to insurance contract | 3,200,000 | |||||||||||||||||
Minimum cash balance requirement | $ 25,000,000 | |||||||||||||||||
Bank Of America Working Capital Credit Facility | Federal Funds Rate Plus | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||||
Bank Of America Working Capital Credit Facility | Eurodollar Reserve Percentage Plus | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument interest rate | 3.25% | |||||||||||||||||
Bank Of America Working Capital Credit Facility | Euro Dollar Rate Plus | ||||||||||||||||||
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 and cash equivalents | $ 1,600,000 | |||||||||||||||||
Repayments of Short-term Debt | $ 75,500,000 | |||||||||||||||||
Bank of America, N.A. Term Loan Credit Facility | Federal Funds Rate Plus | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument interest rate | 0.50% | |||||||||||||||||
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% | |||||||||||||||||
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% | |||||||||||||||||
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% | 20.00% | 12.00% | |||||||||||||||
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 | $ 5,000,000 | $ 15,000,000 |
Investment Funds - Additional I
Investment Funds - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)SegmentInvestmentFund | May. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Investment Holdings [Line Items] | |||
Summary of investment fund | As of December 31, 2015, the Company had formed 17 investment funds for the purpose of funding the purchase of solar energy systems. | ||
Number of investment funds | InvestmentFund | 17 | ||
Solar energy systems, net | $ 1,102,157,000 | $ 588,167,000 | |
Accrued distribution | 5,200,000 | 4,000,000 | |
Restricted cash | 15,035,000 | 6,516,000 | |
Minimum | |||
Investment Holdings [Line Items] | |||
Restricted cash | $ 10,000,000 | 5,000,000 | |
Residential Investment Funds | |||
Investment Holdings [Line Items] | |||
Summary of investment fund | As of December 31, 2015, the Company had formed 16 residential investment funds. | ||
Number of investment funds | InvestmentFund | 16 | ||
Investors cash contribution to variable interest equity | $ 773,000,000 | $ 480,200,000 | |
Residential Investment Funds | Investor | |||
Investment Holdings [Line Items] | |||
Investors cash contribution to variable interest equity | $ 110,000,000 | ||
C&I Investment Fund | |||
Investment Holdings [Line Items] | |||
Investors committed capital contribution to variable interest equity | $ 150,000,000 | ||
Commitment under the fund arrangement, description | The total available committed capital under the fund is $150.0 million, which is expected to be contributed in 2016. | ||
Number of projects initiated | Segment | 0 | ||
Financing Obligation | |||
Investment Holdings [Line Items] | |||
Solar energy systems, net | $ 64,700,000 | ||
Service and operational term | 5 years | ||
Recognized revenue on investment | 0.20% | ||
Deferred revenue | $ 47,300,000 |
Investment Funds - Aggregate Ca
Investment Funds - Aggregate Carrying Value of Funds Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current assets: | |||||
Cash and cash equivalents | $ 92,213 | $ 261,649 | $ 6,038 | $ 11,650 | |
Accounts receivable, net | 3,636 | 1,837 | |||
Prepaid expenses and other current assets | 17,078 | 16,806 | |||
Total current assets | 113,558 | 281,066 | |||
Solar energy systems, net | 1,102,157 | 588,167 | |||
Other non-current assets, net | 14,024 | 8,553 | |||
TOTAL ASSETS | [1] | 1,609,070 | 1,064,324 | ||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,347 | 6,780 | |||
Current portion of deferred revenue | 4,968 | 314 | |||
Accrued and other current liabilities | 29,017 | 14,016 | |||
Total current liabilities | 116,470 | 94,892 | |||
Deferred revenue, net of current portion | 43,304 | 4,466 | |||
Other non-current liabilities | 28,565 | ||||
Total liabilities | [1] | 830,277 | 322,761 | ||
Variable Interest Entities | |||||
Current assets: | |||||
Cash and cash equivalents | 12,014 | 12,641 | |||
Accounts receivable, net | 3,063 | 1,542 | |||
Prepaid expenses and other current assets | 121 | 0 | |||
Total current assets | 15,198 | 14,183 | |||
Solar energy systems, net | 990,609 | 525,903 | |||
Other non-current assets, net | 18 | ||||
TOTAL ASSETS | 1,005,825 | 540,086 | |||
Current liabilities: | |||||
Distributions payable to non-controlling interests and redeemable non-controlling interests | 11,347 | 6,780 | |||
Current portion of deferred revenue | 4,824 | 237 | |||
Accrued and other current liabilities | 3,869 | 0 | |||
Total current liabilities | 20,040 | 7,017 | |||
Deferred revenue, net of current portion | 43,094 | 4,335 | |||
Other non-current liabilities | 3,283 | 0 | |||
Total liabilities | $ 66,417 | $ 11,352 | |||
[1] | The Company’s consolidated assets as of December 31, 2015 and 2014 include $1,005.8 million and $540.1 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 $990.6 million and $525.9 million as of December 31, 2015 and 2014; cash and cash equivalents of $12.0 million and $12.6 million as of December 31, 2015 and 2014; accounts receivable, net, of $3.1 million and $1.5 million as of December 31, 2015 and 2014; and prepaid expenses and other current assets of $0.1 million and zero as of December 31, 2015 and 2014. The Company’s consolidated liabilities as of December 31, 2015 and 2014 included $66.4 million and $11.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.3 million and $6.8 million as of December 31, 2015 and 2014; deferred revenue of $47.9 million and $4.6 million as of December 31, 2015 and 2014; accrued and other current liabilities of $3.9 million and zero as of December 31, 2015 and 2014; and other non-current liabilities of $3.3 million and zero as of December 31, 2015 and 2014. For further information see Note 11—Investment Funds. |
Investment Funds - Schedule of
Investment Funds - Schedule of Future Minimum Lease Payments to be Received from Fund Investor (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule Of Investments [Line Items] | |
2,016 | $ 1,668 |
2,017 | 1,716 |
2,018 | 1,766 |
2,019 | 1,817 |
2,020 | 1,870 |
Solar Energy Systems | |
Schedule Of Investments [Line Items] | |
2,016 | 1,701 |
2,017 | 3,009 |
2,018 | 3,064 |
2,019 | 3,111 |
2,020 | 3,159 |
Thereafter | 10,549 |
Total minimum lease payments to be received | $ 24,593 |
Redeemable Non-Controlling In68
Redeemable Non-Controlling Interests, Equity and Preferred Stock - Additional Information (Details) - USD ($) | Oct. 06, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, shares issued | 106,576,000 | 105,303,000 | |||||||
Common stock, shares outstanding | 106,576,000 | 105,303,000 | |||||||
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 | $ 649,000 | $ 412,912,000 | |||||||
Initial Public Offering Estimated Mid Point Price Per Share | $ 17 | ||||||||
Stock-based compensation expense | 25,604,000 | 23,687,000 | $ 294,000 | ||||||
Additional paid-in capital | $ 530,646,000 | $ 502,785,000 | |||||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Put Option | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Fund options expected to exercise | $ 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 | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Fund options expected to exercise | 0 | ||||||||
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 | ||||||||
General and Administrative Expense | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Stock-based compensation expense | $ 11,310,000 | $ 21,722,000 | $ 237,000 | ||||||
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 | $ 10.667 | $ 10.667 | |||||||
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 | $ 10.667 | $ 10.667 | |||||||
Proceeds from issuance of common stock | $ 75,000,000 |
Redeemable Non-Controlling In69
Redeemable Non-Controlling Interests, Equity and Preferred Stock - Schedule of Shares of Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||
Shares available for grant under equity incentive plans | 12,267,000 | 8,783,000 |
Stock options issued and outstanding | 9,277,000 | 10,053,000 |
Long-term incentive plan | 3,382,000 | 4,059,000 |
Restricted stock units issued and outstanding | 930,000 | 22,000 |
Total | 25,856,000 | 22,917,000 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Details) | Sep. 30, 2014USD ($)Director | Apr. 30, 2014USD ($) | Aug. 31, 2013shares | Sep. 30, 2014Directorshares | Jun. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)Director | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 30, 2014shares | Dec. 31, 2013USD ($)$ / sharesshares | Jul. 31, 2013shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares reserved for issuance | 25,856,000 | 22,917,000 | |||||||||
Number of shares outstanding | 9,277,000 | 10,053,000 | |||||||||
Stock unit | 930,000 | 22,000 | |||||||||
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 | 3,382,000 | 4,059,000 | |||||||||
Stock-based compensation expense | $ | $ 25,604,000 | $ 23,687,000 | $ 294,000 | ||||||||
Share-based award, stock options granted in period | 114,000 | ||||||||||
Share-based award, stock options exercises in period | 595,000 | ||||||||||
Expected dividend yield | $ | $ 0 | ||||||||||
RSUs vested, number of shares | 687,000 | ||||||||||
Income tax benefit related to share-based compensation expense | $ | $ 4,800,000 | ||||||||||
Members of board of directors | Director | 2 | 2 | 2 | ||||||||
General and Administrative | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 11,310,000 | 21,722,000 | $ 237,000 | ||||||||
Director | General and Administrative | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 14,800,000 | $ 14,800,000 | |||||||||
Performance Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of shares outstanding | 3,300,000 | 4,400,000 | |||||||||
RSUs | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Fair value of RSUs vested | $ | $ 9,000,000 | ||||||||||
RSUs vested, number of shares | 0 | 0 | |||||||||
Income tax benefit related to share-based compensation expense | $ | $ 0 | $ 0 | |||||||||
2014 Equity Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares reserved for issuance | 13,300,000 | 8,800,000 | |||||||||
Percentage of outstanding shares of common stock | 4.00% | ||||||||||
Number of additional shares available for issuance | 4,200,000 | ||||||||||
2014 Equity Incentive Plan | Time Based Condition | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of shares outstanding | 100,000 | ||||||||||
Award vesting period | 4 years | ||||||||||
2014 Equity Incentive Plan | Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock unit | 800,000 | ||||||||||
2014 Equity Incentive Plan | Performance Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock unit | 100,000 | ||||||||||
2014 Equity Incentive Plan | Minimum | Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 1 year | ||||||||||
2014 Equity Incentive Plan | Minimum | Performance Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 1 year | ||||||||||
2014 Equity Incentive Plan | Maximum | Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 4 years | ||||||||||
2014 Equity Incentive Plan | Maximum | Performance Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Award vesting period | 4 years | ||||||||||
Two Thousand And Thirteen Omnibus Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of additional shares available for issuance | 0 | ||||||||||
Number of shares outstanding | 3,200,000 | ||||||||||
Share-based award, compensation cost | $ | $ 5,800,000 | ||||||||||
Share-based award, stock options granted in period | 0 | ||||||||||
Share-based award, stock options exercises in period | 0 | 0 | |||||||||
Intrinsic value net of options exercised | $ | $ 7,400,000 | ||||||||||
Fair value of options vested | $ | $ 14,800,000 | $ 1,000,000 | $ 100,000 | ||||||||
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 | $ / shares | $ 9.39 | $ 4.69 | $ 0.91 | ||||||||
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] | |||||||||||
Award vesting period | 5 years | 5 years | |||||||||
Stock options subject to ratable time-based vesting percentage | 33.33% | 33.33% | |||||||||
Stock 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] | |||||||||||
Options vested, number of shares | 3,300,000 | ||||||||||
Options exercisable, number of shares | 3,300,000 | ||||||||||
Additional stock-based compensation expenses | $ | $ 7,400,000 | ||||||||||
Recognized stock based compensation expense | $ | $ 10,800,000 | ||||||||||
Weighted-average grant-date fair value of options granted | $ / shares | $ 2.80 | $ 2.23 | |||||||||
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] | |||||||||||
Stock options subject to ratable time-based vesting percentage | 66.67% | 66.67% | |||||||||
Non-omnibus Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock option plan, number of shares available for grant | 600,000 | ||||||||||
Long Term Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Long-term incentive plan | 4,100,000 | ||||||||||
Long-term incentive plan, number of shares granted in period | 600,000 | 0 | |||||||||
Long-term incentive plan, number of shares remained outstanding | 3,400,000 | ||||||||||
Long-term incentive plan, number of shares represented exercise price returned to 2014 Plan | 100,000 | ||||||||||
Stock-based compensation expense | $ | $ 8,300,000 | $ 0 |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares Underlying Options, Outstanding, Balance | shares | 10,053,000 |
Shares Underlying Options, Granted | shares | 114,000 |
Shares Underlying Options, Exercised | shares | (595,000) |
Shares Underlying Options, Cancelled | shares | (295,000) |
Shares Underlying Options, Outstanding, Balance | shares | 9,277,000 |
Shares Underlying Options, Options vested and exercisable | shares | 4,166,000 |
Shares Underlying Options, Options vested and expected to vest | shares | 8,964,000 |
Weighted-Average Exercise Price, Outstanding, Balance | $ / shares | $ 1.21 |
Weighted-Average Exercise Price, Granted | $ / shares | 12.56 |
Weighted-Average Exercise Price, Exercised | $ / shares | 1.09 |
Weighted-Average Exercise Price, Cancelled | $ / shares | 1.23 |
Weighted-Average Exercise Price, Outstanding, Balance | $ / shares | 1.36 |
Weighted-Average Exercise Price, Options vested and exercisable | $ / shares | 1.20 |
Weighted-Average Exercise Price, Options vested and expected to vest | $ / shares | $ 1.35 |
Weighted-Average Remaining Contractual Term, Outstanding, Balance | 7 years 9 months 18 days |
Weighted-Average Remaining Contractual Term, Options vested and exercisable | 7 years 9 months 18 days |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 7 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding, Balance | $ | $ 80,790 |
Aggregate Intrinsic Value, Outstanding, Balance | $ | 76,488 |
Aggregate Intrinsic Value, Options vested and exercisable | $ | 34,842 |
Aggregate Intrinsic Value, Options vested and expected to vest | $ | $ 73,568 |
Equity Compensation Plans - S72
Equity Compensation Plans - Summary of Stock Option Activity by Range of Exercise Price (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Schedule Of Stock Options [Line Items] | |
Awards Outstanding, Number of Awards Outstanding | shares | 9,277 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 7 years 9 months 18 days |
Awards Outstanding, Weighted Average Exercise Price | $ 1.36 |
Awards Exercisable, Number of Awards Exercisable | shares | 4,166 |
Awards Exercisable, Weighted Average Exercise Price | $ 1.20 |
$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 | shares | 5,859 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 7 years 7 months 6 days |
Awards Outstanding, Weighted Average Exercise Price | $ 1 |
Awards Exercisable, Number of Awards Exercisable | shares | 2,772 |
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 | shares | 2,979 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 8 years 1 month 6 days |
Awards Outstanding, Weighted Average Exercise Price | $ 1.30 |
Awards Exercisable, Number of Awards Exercisable | shares | 1,261 |
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 | shares | 320 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 8 years 6 months |
Awards Outstanding, Weighted Average Exercise Price | $ 4.14 |
Awards Exercisable, Number of Awards Exercisable | shares | 128 |
Awards Exercisable, 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 | shares | 119 |
Awards Outstanding, Weighted Average Years of Remaining Contractual Life | 9 years 2 months 12 days |
Awards Outstanding, Weighted Average Exercise Price | $ 13.01 |
Awards Exercisable, Number of Awards Exercisable | shares | 5 |
Awards Exercisable, Weighted Average Exercise Price | $ 16 |
Equity Compensation Plans - Bla
Equity Compensation Plans - Black-Scholes-Merton Option Pricing Model Used to Estimate Fair Value(Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected term (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days | 6 years 3 months 18 days |
Volatility | 89.00% | 87.10% | 80.00% |
Risk-free interest rate | 1.80% | 1.90% | 1.70% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Equity Compensation Plans - Mon
Equity Compensation Plans - Monte Carlo Simulation Option Pricing Model Used to Estimate Fair Value (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility | 89.00% | 87.10% | 80.00% |
Risk-free interest rate | 1.80% | 1.90% | 1.70% |
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 - Res
Equity Compensation Plans - Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Awards, Outstanding at December 31, 2014 | shares | 22,000 |
Number of Awards, Granted | shares | 1,650,000 |
Number of Awards, Vested | shares | (687,000) |
Number of Awards, Forfeited | shares | (55,000) |
Number of Awards, Outstanding at December 31, 2015 | shares | 930,000 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2014 | $ / shares | $ 16 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 13.01 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 13.37 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 12.57 |
Weighted Average Grant Date Fair Value, Outstanding at December 31, 2015 | $ / shares | $ 12.84 |
Equity Compensation Plans - S76
Equity Compensation Plans - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $ 25,604 | $ 23,687 | $ 294 |
Cost of Revenue | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 3,068 | 1,105 | 6 |
Sales and Marketing | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 10,737 | 860 | 51 |
General and Administrative | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | 11,310 | $ 21,722 | $ 237 |
Research and Development | |||
Schedule Of Stock Options [Line Items] | |||
Stock-based compensation expense | $ 489 |
Equity Compensation Plans - S77
Equity Compensation Plans - Summary of Unrecognized Stock-Based Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense | $ 11,567 |
Time Based Stock Options | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, stock options | $ 2,788 |
Weighted- Average Period of Recognition | 3 years |
Performance Based Stock Options | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, stock options | $ 1,832 |
Weighted- Average Period of Recognition | 1 year 2 months 12 days |
RSUs and PSUs | |
Schedule Of Stock Options [Line Items] | |
Unrecognized Stock-Based Compensation Expense, other than stock options | $ 6,947 |
Weighted- Average Period of Recognition | 2 years 9 months 18 days |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 52,578 | $ 1,358 | $ 2,492 |
State | 15,275 | 4,035 | 569 |
Total current expense | 67,853 | 5,393 | 3,061 |
Deferred: | |||
Federal | (46,364) | (9,636) | (2,900) |
State | (11,752) | (2,827) | (38) |
Total deferred benefit | (58,116) | (12,463) | (2,938) |
Income tax expense (benefit) | $ 9,737 | $ (7,070) | $ 123 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |||
Income tax benefit—computed as 35% of pretax loss | $ (85,235) | $ (60,546) | $ (19,721) |
Effect of non-controlling interests and redeemable non-controlling interests | 93,221 | 47,962 | 21,737 |
Effect of domestic production activities deduction | (4,699) | ||
Effect of nondeductible expenses | 1,232 | 6,617 | 1,439 |
State and local income tax expenses | 2,289 | 616 | 343 |
Amortization of prepaid tax asset | 6,661 | 2,199 | 474 |
Effect of tax credits | (4,106) | (3,939) | (4,472) |
Other | 374 | 21 | 323 |
Income tax expense (benefit) | $ 9,737 | $ (7,070) | $ 123 |
Income Taxes - Schedule of Re80
Income Taxes - Schedule of Reconciliation on Tax Benefit Computed at Statutory Federal Rate and Tax Expense (Benefit) (Parenthetical) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit—statutory federal rate | 35.00% | 35.00% | 35.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Stock-based compensation | $ 9,068 | $ 3,738 |
Accruals and reserves | 4,582 | 3,335 |
Transaction costs | 4,216 | |
Other | 395 | 743 |
Gross deferred tax assets | 18,261 | 7,816 |
Valuation allowance | (212) | (222) |
Net deferred tax assets | 18,049 | 7,594 |
Deferred tax liabilities: | ||
Investment in solar funds | (220,803) | (106,664) |
Depreciation and amortization | (13,004) | (9,493) |
Accruals and reserves | (275) | |
Gross deferred tax liabilities | (234,082) | (116,157) |
Net deferred tax liabilities | $ (216,033) | $ (108,563) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Useful life of assets | 30 years | |
Prepaid tax asset, net | $ 277,496,000 | $ 111,910,000 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Federal business tax credits | 4,100,000 | 3,900,000 |
Federal | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 0 | 300,000 |
State | ||
Income Tax Contingency [Line Items] | ||
NOL carryforwards | 1,300,000 | 1,500,000 |
NOL, Valuation Allowance | $ 200,000 | $ 200,000 |
Minimum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2,028 | |
Maximum | State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards expiration year | 2,034 |
Related Party Transactions - Co
Related Party Transactions - Components of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | ||||
Cost of revenue—operating leases and incentives | $ 131,213 | $ 67,984 | $ 19,004 | |
Sales and marketing | 48,078 | 21,869 | 7,348 | |
General and administrative | 92,664 | 78,899 | 16,438 | |
Interest expense | 12,568 | 9,323 | 3,144 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Cost of revenue—operating leases and incentives | 6,054 | 7,834 | 1,558 | |
Sales and marketing | 2,133 | 2,312 | 866 | |
General and administrative | $ 5,241 | 5,909 | 2,323 | |
Interest expense | [1] | $ 4,481 | $ 2,924 | |
[1] | Includes revolving lines of credit—related party. See Note 10—Debt Obligations. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 31, 2014 | May. 31, 2013 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable—related party | $ 1,905,000 | $ 2,132,000 | ||||
Non-cash contributions for services | 200,000 | $ 160,000 | ||||
Accrued equity distributions | 1,700,000 | 1,300,000 | ||||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due from direct-sales personnel | 2,900,000 | 1,200,000 | ||||
Provision for advances to direct-sales personnel | 700,000 | 900,000 | ||||
Vivint Services | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred in conjunction with agreements entered | 8,000,000 | 2,200,000 | ||||
Rental cost | 0 | 7,200,000 | 2,900,000 | |||
Accounts payable—related party | 1,900,000 | 2,100,000 | ||||
313 Incentive Units Plan | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Non-cash contributions for services | $ 0 | 200,000 | 200,000 | |||
Blackstone Advisory Partners L.P. | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement termination date | Aug. 31, 2015 | |||||
Blackstone Advisory Partners L.P. | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Placement fees | $ 4,400,000 | 4,500,000 | $ 1,300,000 | |||
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% | ||||
Transactions with 313 and Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Capital contribution received | $ 1,400,000 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Nov. 05, 2015USD ($) | Jul. 31, 2015USD ($)ft² | Nov. 30, 2013 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 31, 2014USD ($) |
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, agreement terms | 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 | ||||||
Aggregate operating lease expense | $ 11,000,000 | $ 4,300,000 | $ 1,200,000 | ||||
Standby letter of credit outstanding | 3,200,000 | ||||||
Forward Contract Term | 3 years | 3 years | |||||
Loss contingency, accrued distribution amount | 5,200,000 | $ 4,000,000 | |||||
Purported Class Members | |||||||
Other Commitments [Line Items] | |||||||
Accrued legal settlements | $ 1,700,000 | 1,700,000 | |||||
Legal Reserve | |||||||
Other Commitments [Line Items] | |||||||
Proposed settlement agreement | 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 | ||||||
Non-Cancellable Operating Leases | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, agreement terms | 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. | ||||||
Build To Suit Lease Arrangements | |||||||
Other Commitments [Line Items] | |||||||
Build-to-suit lease asset | $ 25,600,000 | ||||||
Capitalized interest | 300,000 | ||||||
Build-to-suit lease liability | 25,200,000 | ||||||
Building costs paid | $ 100,000 | ||||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 3 years | ||||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Minimum | Solmetric | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 1 year | ||||||
Warehouse Lease Agreement | Non-Cancellable Operating Leases | Maximum | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 7 years | ||||||
Equipment Lease Agreement | Non-Cancellable Operating Leases | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 12 months | ||||||
New Corporate Headquarters Building | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 5 years | 12 years | |||||
Non-Cancellable operating leases, agreement terms | These amendments included an extension of the lease term to 12 years from five years with the option to extend for two additional periods of five years, an increase in the leased premises by approximately 32,000 square feet and a change in the base rent that will commence at approximately $0.3 million per month and increase over the term of the lease, as amended, at a rate of 2.5% annually. | ||||||
Non-Cancellable operating leases, lease renewal term | 5 years | ||||||
Increase of lease office premises | ft² | 32,000 | ||||||
Aggregate monthly rental | $ 300,000 | ||||||
Lease rental expenses increase rate | 2.50% | ||||||
Non-Cancellable operating leases, additional minimum lease payment over the term | $ 53,100,000 | ||||||
Second Office and Studio Building | |||||||
Other Commitments [Line Items] | |||||||
Non-Cancellable operating leases, lease term | 12 years | ||||||
Non-Cancellable operating leases, agreement terms | Both leases have a term of 12 years with the option to extend for two additional periods of five years. The aggregate monthly rent payments under both leases will commence at approximately $0.4 million and increase at a rate of 2.5% annually. | ||||||
Non-Cancellable operating leases, lease renewal term | 5 years | ||||||
Increase of lease office premises | ft² | 160,000 | ||||||
Aggregate monthly rental | $ 400,000 | ||||||
Lease rental expenses increase rate | 2.50% | ||||||
Non-Cancellable operating leases, additional minimum lease payment over the term | $ 57,500,000 |
Commitments and Contingencies86
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 14,223 |
2,017 | 12,577 |
2,018 | 10,552 |
2,019 | 9,674 |
2,020 | 9,295 |
Thereafter | 81,216 |
Total minimum lease payments | $ 137,537 |
Basic and Diluted Net Income 87
Basic and Diluted Net Income (Loss) Per Share - Computation of Basic and Diluted Net Loss per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||
Net income available (loss attributable) to common stockholders | $ 13,080 | $ (28,883) | $ 5,638 |
Denominator: | |||
Shares used in computing net income available (loss attributable) per share to common stockholders, basic | 106,088 | 83,446 | 75,000 |
Weighted-average effect of potentially dilutive shares to purchase common stock | 3,770 | 223 | |
Shares used in computing net income available (loss attributable) per share to common stockholders, diluted | 109,858 | 83,446 | 75,223 |
Net income available (loss attributable) per share to common stockholders: | |||
Basic | $ 0.12 | $ (0.35) | $ 0.08 |
Diluted | $ 0.12 | $ (0.35) | $ 0.07 |
Basic and Diluted Net Income 88
Basic and Diluted Net Income (Loss) Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Number of shares outstanding | 9,277,000 | 10,053,000 | |
Performance Shares | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Number of shares outstanding | 3,300,000 | 4,400,000 | |
Performance-based stock awards not included in the computation of diluted net income per share | 3,300,000 | 4,400,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015Segment | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Segment Reporting Information [Line Items] | |||||
Number of reporting segments | Segment | 1 | 2 | |||
Total assets | [1] | $ 1,609,070,000 | $ 1,064,324,000 | ||
Total revenue | $ 64,182,000 | $ 25,258,000 | $ 6,170,000 | ||
C&I | |||||
Segment Reporting Information [Line Items] | |||||
Number of projects initiated | Segment | 0 | ||||
Total assets | $ 0 | ||||
Total revenue | $ 0 | ||||
[1] | The Company’s consolidated assets as of December 31, 2015 and 2014 include $1,005.8 million and $540.1 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 $990.6 million and $525.9 million as of December 31, 2015 and 2014; cash and cash equivalents of $12.0 million and $12.6 million as of December 31, 2015 and 2014; accounts receivable, net, of $3.1 million and $1.5 million as of December 31, 2015 and 2014; and prepaid expenses and other current assets of $0.1 million and zero as of December 31, 2015 and 2014. The Company’s consolidated liabilities as of December 31, 2015 and 2014 included $66.4 million and $11.4 million of liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include distributions payable to non-controlling interests and redeemable non-controlling interests of $11.3 million and $6.8 million as of December 31, 2015 and 2014; deferred revenue of $47.9 million and $4.6 million as of December 31, 2015 and 2014; accrued and other current liabilities of $3.9 million and zero as of December 31, 2015 and 2014; and other non-current liabilities of $3.3 million and zero as of December 31, 2015 and 2014. For further information see Note 11—Investment Funds. |
Segment Information - Operating
Segment Information - Operating Results By Reporting Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Operating leases and incentives | $ 61,150,000 | $ 21,688,000 | $ 5,864,000 |
Solar energy system and product sales | 3,032,000 | 3,570,000 | 306,000 |
Total revenue | 64,182,000 | 25,258,000 | 6,170,000 |
Operating expenses: | |||
Cost of revenue—operating leases and incentives | 131,213,000 | 67,984,000 | 19,004,000 |
Cost of revenue—solar energy system and product sales | 1,762,000 | 1,997,000 | 123,000 |
Sales and marketing | 48,078,000 | 21,869,000 | 7,348,000 |
Research and development | 3,901,000 | 1,892,000 | |
General and administrative | 92,664,000 | 78,899,000 | 16,438,000 |
Amortization of intangible assets | 13,172,000 | 14,911,000 | 14,595,000 |
Impairment of intangible assets | 4,506,000 | ||
Total operating expenses | 295,296,000 | 187,552,000 | 57,508,000 |
Loss from operations | (231,114,000) | $ (162,294,000) | $ (51,338,000) |
Residential | |||
Revenue: | |||
Operating leases and incentives | 61,150,000 | ||
Solar energy system and product sales | 3,032,000 | ||
Total revenue | 64,182,000 | ||
Operating expenses: | |||
Cost of revenue—operating leases and incentives | 131,213,000 | ||
Cost of revenue—solar energy system and product sales | 1,762,000 | ||
Sales and marketing | 47,408,000 | ||
Research and development | 3,901,000 | ||
General and administrative | 90,438,000 | ||
Amortization of intangible assets | 13,172,000 | ||
Impairment of intangible assets | 4,506,000 | ||
Total operating expenses | 292,400,000 | ||
Loss from operations | (228,218,000) | ||
C&I | |||
Revenue: | |||
Total revenue | 0 | ||
Operating expenses: | |||
Sales and marketing | 670,000 | ||
General and administrative | 2,226,000 | ||
Total operating expenses | 2,896,000 | ||
Loss from operations | $ (2,896,000) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 14, 2016USD ($)Installment | Dec. 31, 2015 |
Subsequent Event | Term Loan Facility | ||
Subsequent Event [Line Items] | ||
Aggregate borrowing capacity | $ 200,000,000 | |
Proceeds from revolving line of credit | $ 75,000,000 | |
Terms of receiving initial proceeds | one-third at closing and the remainder within 30 days of the closing date. | |
Remaining borrowing capacity | $ 125,000,000 | |
Number of Installments | Installment | 3 | |
Percentage of penalty | 3.00% | |
Subsequent Event | Term Loan Facility | Minimum | ||
Subsequent Event [Line Items] | ||
Proceeds from revolving line of credit | $ 25,000,000 | |
Debt Instrument, Basis Spread on Variable Rate | 5.50% | |
Subsequent Event | Term Loan Facility | Maximum | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 8.00% | |
Sun Edison Inc | ||
Subsequent Event [Line Items] | ||
Merger agreement amendment date | Dec. 9, 2015 | |
Merger Agreement termination date | Mar. 7, 2016 |