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Note 8 - Construction in Progress
9 Months Ended
Sep. 30, 2014
Construction In Progress [Abstract]  
Construction In Progress [Text Block]

8. Construction in Progress and Investment in Affiliates


Mountain Creek Project


In April 2012, the Company entered into an EPC agreement with KDC to construct a 5.4 MW photovoltaic solar electricity project located in Mountain Creek, New Jersey (the “Mountain Creek Project”). In December 2013, the Company entered into an exchange and release agreement with KDC and agreed to exchange a $15.0 million note receivable due to the Company from KDC under the EPC agreement for construction of the Mountain Creek Project in exchange for a 64.5% limited ownership interest in KDC Solar Mountain Creek Parent LLC (the “LLC”). The LLC holds all of the assets of the Mountain Creek Project. KDC was the managing member and held a 35.5% managing member interest in the LLC as of December 31, 2013. The construction of the Mountain Creek Project was approximately 25% complete as of June 30, 2014 and December 31, 2013. The LLC needed to obtain $10.0 million of additional financing to continue construction of the Mountain Creek Project as of June 30, 2014 and December 31, 2013.


In December 2013 when the Company received the 64.5% ownership interest in the LLC and as of December 31, 2013, the Company determined the LLC was not a variable interest entity (“VIE”) because (1) the amount of equity in the LLC was sufficient for the LLC to finance its activities without additional subordinated financial support; (2) the equity interest holders, as a group, did not lack the characteristics of a controlling financial interest in the LLC as the equity interest holders possessed all voting rights and controlled the LLC; (3) the LLC was not structured with non-substantive voting rights as the voting rights of the equity interest holders correspond to their respective obligation to absorb the entity’s expected losses and receive its expected residual returns.


In April, 2014, the Company entered into a first amendment and restated exchange and release agreement with KDC to reduce its limited ownership in the LLC from 64.5% to 20.0%, with KDC’s ownership interest in the LLC increasing from 35.5% to 80.0%. In consideration for KDC’s increase in ownership interest in the LLC, KDC agreed to pay the Company 55.62% of all cash distributions received by KDC from its 80.0% managing member interest in the LLC. The Company continued to determine that the LLC was not a VIE after the change of its equity interest in the LLC.


As the LLC was not a VIE, the Company utilized the voting model to evaluate consolidation considerations. As of June 30, 2014 and December 31, 2013, KDC had the power to control and manage the business and affairs of the LLC and was the only member that had the authority to bind the LLC. As of June 30, 2014 and December 31, 2013, the Company held protective rights with respect to approving (1) a sale or transfer of the Mountain Creek Project; (2) the acquisition of real estate not related to the Mountain Creek Project; (3) a merger of the LLC with another entity; (4) the alteration of the primary purpose of the LLC; and (5) the addition of new members. As of June 30, 2014 and December 31, 2013, the Company did not have the substantive ability or rights to dissolve (liquidate) the LLC or otherwise remove the managing member. As a result, the Company did not have a controlling financial interest in the LLC as of June 30, 2014 or December 31, 2013. The Company accounted for its investment in the LLC using the equity method of accounting as of June 30, 2014 and December 31, 2013. As of December 31, 2013 the Company determined that the fair value of its investment in the LLC was $7.5 million based on the discounted future cash flows of the LLC and recorded a $7.5 million impairment charge in the Consolidated Statement of Operations during the year ended December 31, 2013. The Company’s $7.5 million interest in the LLC was recorded as an investment in affiliate as of June 30, 2014 and December 31, 2013. There were no earnings or losses of the LLC included in the Company’s Consolidated Statement of Operations during the nine months ended September 30, 2014.


On July 29, 2014 (“Acquisition Date”), the Company and KDC entered into an agreement whereby KDC withdrew as a member of the LLC with no payment of consideration by the Company. As the Company acquired a 100% managing member interest on the Acquisition Date, the Company evaluated whether the transaction resulted in a business combination or an asset acquisition. As of the Acquisition Date, the LLC’s total assets and liabilities only included land rights, a partially constructed solar facility and nominal liabilities. Additionally, at the Acquisition Date, the LLC had not entered into any power generation contracts with any utilities companies. Accordingly, at the time of acquisition, the inputs (completed solar power plant itself) and outputs (generation of power) did not exist. As a result, the Company concluded that the acquisition of a 100% managing member interest in the LLC did not meet the definition of a business as the primary inputs (the solar plant, which had yet to be constructed) were not available on the Acquisition Date. The Company accounted for the transaction as an asset acquisition. The net assets acquired were recognized at the Company’s $7.5 million cost. The Company performed an impairment analysis at the Acquisition Date and determined there was no impairment. The $7.5 million is recorded in construction in progress at September 30, 2014. Construction of the Mountain Creek Project was approximately 29% complete as of September 30, 2014.


Solar Hub Utilities, LLC and Calwaii, LLC


On April 27, 2012, the Company made a secured loan of $1.0 million to Solar Hub Utilities, LLC (“Solar Hub”), to be used by Solar Hub for pre-development costs, and the Company recorded the amount as notes receivable. On June 8, 2012, the Company agreed to advance Solar Hub up to $9.0 million under a new $9.0 million secured promissory note, secured by the project assets, which refinanced the original $1.0 million advance and bore a 6% annual interest rate. Repayment in full of all outstanding amounts was due on December 31, 2012 but, in March 2013, was extended to a new maturity date of July 1, 2014 and the interest was changed to 10% per annum. As of December 31, 2013, the outstanding balance of the note receivable from Solar Hub was $8.45 million.


In May 2014, the Company entered into an agreement with Solar Hub and Hawaiian Power, LLC ("HPL") pursuant to which the Company and HPL formed Calwaii Power Holdings, LLC ("Calwaii"). The Company and HPL each received a 50% membership interest in Calwaii.


In May, 2014, Solar Hub entered into an agreement with Calwaii pursuant to which Solar Hub transferred to Calwaii its payment obligations under the notes payable due to the Company and HPL, respectively, as well as its ownership in all of its solar projects.


When the Company received a 50% membership interest in Calwaii in May 2014 and as of June 30, 2014, Calwaii did not have enough equity at risk to finance its activities without additional subordinated financial support and the Company determined this joint venture was a VIE. Because all rights and obligations are equally absorbed by both parties to Calwaii, the Company determined that it was not the primary beneficiary of Calwaii and, therefore, accounted for this entity under the equity method as of June 30, 2014. As of June 30, 2014, under the equity method, the Company’s $1.4 million investment was recorded as an investment in the member units of the investee at cost. This variable interest in Calwaii was classified in the Company’s balance sheet as an investment in affiliate as of June 30, 2014. The Company provided financial support through capital contributions to Calwaii of $0.6 million during the six months ended June 30, 2014. The VIE was financed through loans and capital contributions from the Company and HPL as of June 30, 2014.


On September 15, 2014, the Company entered into a purchase agreement with HPL to purchase HPL’s 50% membership interest in Calwaii, and an 89% general partnership interest in Solar Hub in exchange for a consideration of $4.80 million consisting of $0.5 million cash, $3.30 million worth of the Company’s Common Stock, and contingent consideration valued at $1.0 million and accounted for as a derivative liability. Refer to Note 14— Fair Value Measurements and Other Financial Instruments for additional details of the derivative liability. As a result of the transaction in May 2014 in which Solar Hub transferred all of its payment obligations and ownership in all of its solar projects to Calwaii, Solar Hub did not hold any assets or liabilities as of September 15, 2014, date of the aforementioned acquisition or as of September 30, 2014. As the Company acquired a 100% managing member interest in Calwaii on September 15, 2014, the Company evaluated whether the transaction resulted in a business combination or an asset acquisition. As of September 15, 2014, Calwaii’s total assets and liabilities only included land rights and pre-contract costs related to the solar projects. Additionally, Calwaii had not entered into any power generation contracts with any utilities companies. Accordingly, at the time of the aforementioned acquisition, the inputs (completed solar power plants themselves) and outputs (generation of power) did not exist. As a result, the Company concluded that the acquisition of a 100% managing member interest in Calwaii did not meet the definition of a business as the primary inputs (the solar plants, which had yet to be constructed) were not available on September 15, 2014. The Company accounted for the transaction as an asset acquisition. The net assets acquired were recognized at the Company’s $15.65 million cost to acquire the net assets. The cost to acquire the net assets included the Company’s $9.45 million of note receivable, including accrued interest, from Calwaii, the Company’s $1.4 million worth of previously held equity interest in Calwaii, and the Company’s $4.80 million of consideration transferred to HPL on September 15, 2014. The Company performed an impairment analysis on September 15, 2014 and determined there was no impairment. The $15.65 million net assets acquired were recorded as construction in progress at September 30, 2014.