10-Q 1 vslr-10q_20150331.htm 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended March 31, 2015

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36642

 

VIVINT SOLAR, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

45-5605880

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

3301 N. Thanksgiving Way, Suite 500

Lehi, Utah 84043

(Address of principal executive offices) (Zip Code)

(877) 404-4129

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

x  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

As of May 1, 2015, 105,928,738 shares of the registrant’s common stock were outstanding.

 

 

 

 

 


 

Vivint Solar, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

PART I – FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements

 

2

 

 

Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014

 

2

 

 

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014

 

3

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014

 

4

 

 

Notes to Condensed Consolidated Financial Statements

 

5

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

Item 3.

 

Quantitative and Qualitative Disclosure About Market Risk

 

30

Item 4.

 

Controls and Procedures

 

31

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

33

Item 1A.

 

Risk Factors

 

33

Item 6.

 

Exhibits

 

60

 

 

 

 

 

 

 

Signatures

 

61

 

 

 

1


 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

Vivint Solar, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data and footnote 1)

 

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

194,235

 

 

$

261,649

 

Accounts receivable, net

 

3,374

 

 

 

1,837

 

Inventories

 

772

 

 

 

774

 

Prepaid expenses and other current assets

 

19,825

 

 

 

16,806

 

Total current assets

 

218,206

 

 

 

281,066

 

Restricted cash and cash equivalents

 

12,160

 

 

 

6,516

 

Solar energy systems, net

 

708,288

 

 

 

588,167

 

Property and equipment, net

 

16,814

 

 

 

13,024

 

Intangible assets, net

 

10,240

 

 

 

18,487

 

Goodwill

 

36,601

 

 

 

36,601

 

Prepaid tax asset, net

 

148,347

 

 

 

111,910

 

Other non-current assets, net

 

10,091

 

 

 

8,553

 

TOTAL ASSETS(1)

$

1,160,747

 

 

$

1,064,324

 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

64,469

 

 

$

51,354

 

Accounts payable—related party

 

1,824

 

 

 

2,132

 

Distributions payable to non-controlling interests and redeemable non-controlling interests

 

7,162

 

 

 

6,780

 

Accrued compensation

 

17,027

 

 

 

16,794

 

Current portion of deferred revenue

 

330

 

 

 

314

 

Current portion of capital lease obligation

 

3,731

 

 

 

3,502

 

Accrued and other current liabilities

 

35,100

 

 

 

14,016

 

Total current liabilities

 

129,643

 

 

 

94,892

 

Capital lease obligation, net of current portion

 

6,203

 

 

 

6,176

 

Long-term debt

 

122,500

 

 

 

105,000

 

Deferred tax liability, net

 

130,761

 

 

 

112,227

 

Deferred revenue, net of current portion

 

5,939

 

 

 

4,466

 

Build-to-suit lease liability

 

2,900

 

 

 

 

Total liabilities(1)

 

397,946

 

 

 

322,761

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

131,216

 

 

 

128,427

 

Stockholders' equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value—1,000,000 authorized, 105,303 shares issued and

   outstanding as of March 31, 2015 and December 31, 2014

 

1,053

 

 

 

1,053

 

Additional paid-in capital

 

505,527

 

 

 

502,785

 

Accumulated deficit

 

(13,700

)

 

 

(25,849

)

Total stockholders' equity

 

492,880

 

 

 

477,989

 

Non-controlling interests

 

138,705

 

 

 

135,147

 

Total equity

 

631,585

 

 

 

613,136

 

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

$

1,160,747

 

 

$

1,064,324

 

 

(1)

The Company’s assets as of March 31, 2015 and December 31, 2014 include $643.9 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 $628.9 million and $525.9 million as of March 31, 2015 and December 31, 2014; cash and cash equivalents of $11.8 million and $12.6 million as of March 31, 2015 and December 31, 2014; and accounts receivable, net, of $3.2 million and $1.5 million as of March 31, 2015 and December 31, 2014. The Company’s liabilities as of March 31, 2015 and December 31, 2014 included $13.4 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 $7.2 million and $6.8 million as of March 31, 2015 and December 31, 2014; deferred revenue of $6.2 million and $4.6 million as of March 31, 2015 and December 31, 2014; and accrued and other current liabilities of $0.1 million and $0 as of March 31, 2015 and December 31, 2014. For further information see Note 10—Investment Funds.

 

See accompanying notes to condensed consolidated financial statements.

 

2


 

Vivint Solar, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

Revenue:

 

 

 

 

 

 

 

Operating leases and incentives

$

8,580

 

 

$

2,863

 

Solar energy system and product sales

 

965

 

 

 

644

 

Total revenue

 

9,545

 

 

 

3,507

 

Operating expenses:

 

 

 

 

 

 

 

Cost of revenue—operating leases and incentives

 

23,880

 

 

 

11,187

 

Cost of revenue—solar energy system and product sales

 

438

 

 

 

398

 

Sales and marketing

 

6,433

 

 

 

5,219

 

Research and development

 

582

 

 

 

472

 

General and administrative

 

18,630

 

 

 

12,354

 

Amortization of intangible assets

 

3,763

 

 

 

3,737

 

Impairment of intangible assets

 

4,506

 

 

 

 

Total operating expenses

 

58,232

 

 

 

33,367

 

Loss from operations

 

(48,687

)

 

 

(29,860

)

Interest expense

 

2,127

 

 

 

1,401

 

Other expense

 

313

 

 

 

888

 

Loss before income taxes

 

(51,127

)

 

 

(32,149

)

Income tax expense

 

8,848

 

 

 

4,394

 

Net loss

 

(59,975

)

 

 

(36,543

)

Net loss attributable to non-controlling interests and redeemable non-controlling interests

 

(72,124

)

 

 

(43,584

)

Net income available to common stockholders

$

12,149

 

 

$

7,041

 

Net income available per share to common stockholders:

 

 

 

 

 

 

 

Basic

$

0.12

 

 

$

0.09

 

Diluted

$

0.11

 

 

$

0.09

 

Weighted-average shares used in computing net income available per share to common stockholders:

 

 

 

 

 

 

 

Basic

 

105,303

 

 

 

75,000

 

Diluted

 

109,051

 

 

 

76,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

3


 

Vivint Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

$

(59,975

)

 

$

(36,543

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

4,208

 

 

 

1,309

 

Amortization of intangible assets

 

3,763

 

 

 

3,737

 

Impairment of intangible assets

 

4,506

 

 

 

 

Stock-based compensation

 

2,707

 

 

 

437

 

Amortization of deferred financing costs

 

795

 

 

 

 

Noncash contributions for services

 

 

 

 

64

 

Noncash interest expense

 

 

 

 

1,399

 

Deferred income taxes

 

17,024

 

 

 

17,836

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Accounts receivable, net

 

(1,537

)

 

 

(628

)

Inventories

 

2

 

 

 

86

 

Prepaid expenses and other current assets

 

(224

)

 

 

(4,133

)

Prepaid tax asset, net

 

(36,437

)

 

 

(10,508

)

Other non-current assets, net

 

96

 

 

 

(904

)

Accounts payable

 

29

 

 

 

4,000

 

Accounts payable—related party

 

(308

)

 

 

(1,634

)

Accrued compensation

 

(469

)

 

 

(4,724

)

Deferred revenue

 

1,489

 

 

 

373

 

Accrued and other current liabilities

 

20,271

 

 

 

1,779

 

Net cash used in operating activities

 

(44,060

)

 

 

(28,054

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Payments for the cost of solar energy systems

 

(108,185

)

 

 

(59,771

)

Payment in connection with business acquisition, net of cash acquired

 

 

 

 

(12,040

)

Payments for property and equipment

 

(1,176

)

 

 

(61

)

Change in restricted cash and cash equivalents

 

(5,644

)

 

 

 

Purchase of intangible assets

 

(22

)

 

 

 

Proceeds from U.S. Treasury grants

 

 

 

 

128

 

Net cash used in investing activities

 

(115,027

)

 

 

(71,744

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from investment by non-controlling interests and redeemable non-controlling interests

 

81,218

 

 

 

95,885

 

Distributions paid to non-controlling interests and redeemable non-controlling interests

 

(2,365

)

 

 

(1,081

)

Proceeds from long-term debt

 

17,500

 

 

 

 

Payments for debt issuance costs

 

(3,078

)

 

 

 

Proceeds from revolving lines of credit—related party

 

 

 

 

90,000

 

Payments on revolving lines of credit—related party

 

 

 

 

(77,000

)

Principal payments on capital lease obligations

 

(1,013

)

 

 

(444

)

Payments for deferred offering costs

 

(589

)

 

 

(175

)

Net cash provided by financing activities

 

91,673

 

 

 

107,185

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(67,414

)

 

 

7,387

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

261,649

 

 

 

6,038

 

CASH AND CASH EQUIVALENTS—End of period

$

194,235

 

 

$

13,425

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Costs of solar energy systems included in accounts payable, accrued compensation and

   other accrued liabilities

$

15,277

 

 

$

8,354

 

Property acquired under build-to-suit agreements

$

2,909

 

 

$

 

Vehicles acquired under capital leases

$

1,280

 

 

$

2,436

 

Receivable for tax credit recorded as a reduction to solar energy system costs

$

635

 

 

$

387

 

Accrued distributions to non-controlling interests and redeemable non-controlling interests

$

382

 

 

$

837

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

4


 

Vivint Solar, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.

Organization

Vivint Solar, Inc. was incorporated as a Delaware corporation on August 12, 2011. Vivint Solar, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company commenced operations in May 2011. The Company offers solar energy to residential customers through long-term customer contracts, such as power purchase agreements and solar energy system leases. The Company enters into these long-term customer contracts and legal-form leases through a sales organization that primarily 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.

The Company has formed various investment funds to monetize the recurring customer payments under its long-term customer contracts and the investment tax credits, accelerated tax depreciation and other incentives associated with residential solar energy systems. The Company uses the cash received from the investment funds to finance a portion of the Company’s variable and fixed costs associated with installing the residential solar energy systems.

2.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K filed with the SEC on March 13, 2015. The results of the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015 or for any other interim period or other future year.

The condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational VIEs. The Company evaluates its relationships with the VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. For additional information, see Note 10—Investment Funds.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s principles of consolidation, revenue recognition, the useful lives of solar energy systems, the valuation and recoverability of intangible assets and goodwill acquired, useful lives of intangible assets, recoverability of long-lived assets, the recognition and measurement of loss contingencies, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, and the valuation of non-controlling interests and redeemable non-controlling interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from those estimates.

Comprehensive Income

As the Company has no other comprehensive income or loss, comprehensive income is the same as net income available to common stockholders for all periods presented.

5


 

Other Changes

During the three months ended March 31, 2015, there have been no changes to the Company’s significant accounting policies as described in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement. This update provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses. If there is no software license, the fees should be accounted for as a service contract. The update is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company is evaluating the impact this update will have on its consolidated financial statements and disclosures.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs. This update simplifies the presentation of debt issuance costs and requires that debt issuance costs be presented as a direct reduction from the carrying amount of that debt liability similar to debt discounts. Existing recognition and measurement guidance is not impacted. The update is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. The Company has debt issuance costs and will apply the new presentation per the update upon its effectiveness beginning with the first quarter of 2016.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This update makes some targeted changes to current consolidation guidance. These changes impact both the voting and the variable interest consolidation models. In particular, the update will change how companies determine whether limited partnerships or similar entities are VIEs. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company currently consolidates several VIEs and does not anticipate that ASU 2015-02 will have a significant impact on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

3.

Fair Value Measurements

The Company measures and reports its cash equivalents at fair value. The following tables set forth the fair value of the Company’s financial assets measured on a recurring basis by level within the fair value hierarchy (in thousands):

 

 

March 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

 

 


6


 

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 $122.5 million as of March 31, 2015. 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 realize gains or losses related to financial assets for any of the periods presented.

4.Solar Energy Systems

Solar energy systems, net consisted of the following (in thousands):

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

System equipment costs

$

566,123

 

 

$

478,502

 

Initial direct costs related to solar energy systems

 

94,392

 

 

 

75,349

 

 

 

660,515

 

 

 

553,851

 

Less: Accumulated depreciation and amortization

 

(13,996

)

 

 

(10,186

)

 

 

646,519

 

 

 

543,665

 

Solar energy system inventory

 

61,769

 

 

 

44,502

 

Solar energy systems, net

$

708,288

 

 

$

588,167

 

 

The Company recorded depreciation and amortization expense related to solar energy systems of $3.8 million and $1.3 million for the three months ended March 31, 2015 and 2014.

5.

Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

 

Estimated

 

March 31,

 

 

December 31,

 

 

 

Useful Lives

 

2015

 

 

2014

 

Vehicles acquired under capital leases

 

3 years

 

$

14,568

 

 

$

13,351

 

Leasehold improvements

 

1-3 years

 

 

2,808

 

 

 

2,088

 

Furniture and computer and other equipment

 

3 years

 

 

2,628

 

 

 

2,183

 

 

 

 

 

 

20,004

 

 

 

17,622

 

Less: Accumulated depreciation and amortization

 

 

 

 

(6,099

)

 

 

(4,598

)

 

 

 

 

 

13,905

 

 

 

13,024

 

Build-to-suit assets

 

 

 

 

2,909

 

 

 

 

Property and equipment, net

 

 

 

$

16,814

 

 

$

13,024

 

The Company recorded depreciation and amortization expense related to property and equipment of $1.6 million and $0.5 million for the three months ended March 31, 2015 and 2014.

The Company leases fleet vehicles that are accounted for as capital leases. Depreciation on vehicles under capital leases totaling $1.1 million and $0.5 million was capitalized in solar energy systems, net for the three months ended March 31, 2015 and 2014. For the three months ended March 31, 2015 and 2014, a de minimis amount of depreciation was also 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 asset of $2.9 million as of March 31, 2015. See Note 15—Commitments and Contingencies.

7


 

6.

Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

Cost:

 

 

 

 

 

 

 

Customer contracts

$

43,783

 

 

$

43,783

 

Customer relationships

 

164

 

 

 

738

 

Trademarks/trade names

 

201

 

 

 

1,664

 

Developed technology

 

522

 

 

 

1,295

 

In-process research and development

 

 

 

 

2,097

 

Internal-use software

 

385

 

 

 

370

 

Total carrying value

 

45,055

 

 

 

49,947

 

Accumulated amortization:

 

 

 

 

 

 

 

Customer contracts

 

(34,661

)

 

 

(31,013

)

Customer relationships

 

(35

)

 

 

(135

)

Trademarks/trade names

 

(22

)

 

 

(152

)

Developed technology

 

(71

)

 

 

(160

)

Internal-use software

 

(26

)

 

 

 

Total accumulated amortization

 

(34,815

)

 

 

(31,460

)

Total intangible assets, net

$

10,240

 

 

$

18,487

 

 

The Company recorded amortization expense of $3.8 million and $3.7 million for the three months ended March 31, 2015 and 2014, which was included in amortization of intangible assets in the condensed consolidated statements of operations.

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 three months ended March 31, 2015.

7.

Accrued Compensation

Accrued compensation consisted of the following (in thousands):

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

Accrued payroll

$

9,091

 

 

$

9,888

 

Accrued commissions

 

7,291

 

 

 

6,575

 

Accrued employee taxes

 

645

 

 

 

331

 

Total accrued compensation

$

17,027

 

 

$

16,794

 

 

8


 

8.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

Income tax payable

$

21,642

 

 

$

4,097

 

Sales and use tax payable

 

6,468

 

 

 

5,052

 

Accrued professional fees

 

2,983

 

 

 

1,289

 

Deferred rent

 

1,336

 

 

 

1,090

 

Accrued unused commitment fees and interest

 

563

 

 

 

478

 

Fleet expenses

 

255

 

 

 

470

 

Other accrued expenses

 

1,853

 

 

 

1,540

 

Total accrued and other current liabilities

$

35,100

 

 

$

14,016

 

 

9.

Debt Obligations

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. Upon the satisfaction of certain conditions and the approval of the lenders, the Company may increase the aggregate amount of revolver borrowings to $150.0 million. Loans under the 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 March 31, 2015, no borrowings were outstanding under the Working Capital Facility.

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%; and (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 their 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 in respect of 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 March 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.

In conjunction with entering into the Working Capital Facility, the Company incurred debt issuance costs that have been deferred over the term of the credit facility. As of March 31, 2015, the current portion of deferred debt issuance costs of $0.4 million was recorded in prepaid expenses and other current assets, and the long-term portion of deferred debt issuance costs of $1.9 million was recorded in other non-current assets, net in the condensed consolidated balance sheet. A de minimis amount of amortization related to these deferred issuance costs was included in interest expense for the three months ended March 31, 2015. No interest expense was recorded for the three months ended March 31, 2014.


9


 

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, pursuant to which the Company may borrow up to an aggregate principal amount of $375.0 million and, for which Bank of America, N.A. is acting as administrative agent. Upon the satisfaction of certain conditions and the approval of the lenders, the Company may increase the aggregate amount of principal borrowings to $550.0 million.

As of March 31, 2015, the Company had incurred an aggregate of $122.5 million in term loan borrowings under this agreement. The remaining borrowing capacity was $252.5 million as of March 31, 2015. However, the Company does not have immediate access to the remaining $252.5 million balance as future borrowings are dependent on when it has solar energy system revenue to collateralize the borrowings.

The borrower under the Aggregation Facility is Vivint Solar Financing I, LLC, one of the Company’s indirect wholly owned subsidiaries, that in turn holds the Company’s interests in the managing members of 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.

Prepayments are permitted under the Aggregation Facility, and the principal and accrued interest on any outstanding loans mature in March 2018. Interest accrues on borrowings at a floating rate equal to either (1)(a) the London Interbank Offer Rate (“LIBOR”) or (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the administrative agent’s prime rate and (iii) LIBOR plus 1% and (2) a margin that varies between 3.25% during the period during which the Company may incur borrowings and 3.50% after such period. Interest is payable at the end of each interest period that the Company may elect as a term of either one, two or three months.

The 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 March 31, 2015, the Company was in compliance with such covenants.

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 for this facility was approximately $2.1 million in the three months ended March 31, 2015. No interest expense was recorded for this facility in the three months ended March 31, 2014. As of March 31, 2015, the current portion of deferred debt issuance costs of $3.0 million was recorded in prepaid expenses and other current assets, and the long-term portion of deferred debt issuance costs of $6.0 million was recorded in other non-current assets, net in the condensed consolidated balance sheet. In addition, an interest reserve of $2.2 million was held in an account with the administrative agent and was included in restricted cash and cash equivalents. The interest reserve increases as borrowings increase under the Aggregation Facility.

Revolving Lines of CreditRelated Party

On October 9, 2014, the Company repaid $58.8 million in aggregate borrowings and interest owed to Vivint under two loan agreements, which were terminated upon repayment. There was no interest expense incurred for the three months ended March 31, 2015 under these agreements. Interest expense was $1.4 million for the three months ended March 31, 2014 under these agreements.    

10


 

10.

Investment Funds

As of March 31, 2015, the Company had formed 14 investment funds for the purpose of funding the purchase of solar energy systems. The aggregate carrying value of these funds’ assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets were as follows (in thousands):

 

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

11,750

 

 

$

12,641

 

Accounts receivable, net

 

3,230

 

 

 

1,542

 

Total current assets

 

14,980

 

 

 

14,183

 

Solar energy systems, net

 

628,946

 

 

 

525,903

 

Total assets

$

643,926

 

 

$

540,086

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Distributions payable to non-controlling interests and redeemable non-controlling

   interests

$

7,162

 

 

$

6,780

 

Current portion of deferred revenue

 

323

 

 

 

237

 

Accrued and other current liabilities

 

56

 

 

 

 

Total current liabilities

 

7,541

 

 

 

7,017

 

Deferred revenue, net of current portion

 

5,894

 

 

 

4,335

 

Total liabilities

$

13,435

 

 

$

11,352

 

Fund investors for three of the funds are managed indirectly by The Blackstone Group L.P. (the “Sponsor”) and are considered related parties. As of March 31, 2015 and December 31, 2014, the cumulative total of contributions into the VIEs by all investors was $561.4 million and $480.2 million, of which a cumulative total of $110.0 million was contributed by related parties as of both period ends.

All funds except for two were operational as of March 31, 2015. The Company did not have any assets, liabilities or activity associated with those two funds. Total available committed capital under these two funds was $150.0 million as of March 31, 2015.

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 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 also 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.

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 March 31, 2015 and December 31, 2014, which are classified as restricted cash and cash equivalents on the condensed consolidated balance sheets.

 


11


 

11.

Redeemable Non-Controlling Interests and Equity

Common Stock

The Company had reserved shares of common stock for issuance as follows (in thousands):

 

March 31,

 

 

December 31,

 

 

2015

 

 

2014

 

Stock options issued and outstanding

 

10,062

 

 

 

10,053

 

Restricted Stock Units issued and outstanding

 

179

 

 

 

22

 

Shares available for grant under equity incentive plans

 

12,829

 

 

 

8,783

 

Long-term incentive plan

 

4,059

 

 

 

4,059

 

Total

 

27,129

 

 

 

22,917

 

Redeemable Non-Controlling Interests, Equity and Non-Controlling Interests

The changes in redeemable non-controlling interests were as follows (in thousands):

Balance as of December 31, 2014

$

128,427

 

Contributions from redeemable non-controlling interests

 

4,876

 

Distributions to redeemable non-controlling interests

 

(996

)

Net loss

 

(1,091

)

Balance as of March 31, 2015

$

131,216

 

The changes in stockholders’ equity and non-controlling interests were as follows (in thousands):

 

Total

 

 

 

 

 

 

 

 

 

 

Stockholders'

 

 

Non-controlling

 

 

 

 

 

 

Equity

 

 

Interests

 

 

Total Equity

 

Balance as of December 31, 2014

$

477,989

 

 

$

135,147

 

 

$

613,136

 

Stock-based compensation expense

 

2,707

 

 

 

 

 

 

2,707

 

Refund of fees related to issuance of common stock

 

35

 

 

 

 

 

 

35

 

Contributions from non-controlling interests

 

 

 

 

76,342

 

 

 

76,342

 

Distributions to non-controlling interests

 

 

 

 

(1,751

)

 

 

(1,751

)

Net income (loss)

 

12,149

 

 

 

(71,033

)

 

 

(58,884

)

Balance as of March 31, 2015

$

492,880

 

 

$

138,705

 

 

$

631,585

 

Four 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 (the “Call Option”) after the expiration of the non-controlling interest holder’s Put Option. In the three 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 the remaining ten investment funds there is a Call Option which is exercisable after a stated period of time.

The purchase price for the fund investor’s interest in the four 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 four 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 value of redeemable non-controlling interests at March 31, 2015 and December 31, 2014 was greater than the redemption value.

 

12


 

The purchase price for the fund investors’ interests under the Call Options varies by fund, but is generally the greater of a specified amount, which ranges from approximately $0.7 million to $7.0 million, the fair market value of such interest at the time the option is exercised, or an amount that causes the fund investor to achieve a specified return on investment. The Call Options for all 14 investment funds are exercisable beginning on the date that specified conditions are met for each respective fund. None of the Call Options are expected to become exercisable prior to 2019.

12.

Equity Compensation Plans

Equity Incentive Plans

2014 Equity Incentive Plan

The Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”) in September 2014. Under the 2014 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants.

Under the 2014 Plan, a total of 8.8 million shares of common stock initially were reserved for issuance, 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 in 2015 under the 2014 Plan.

2013 Omnibus Incentive Plan; Non-plan Option Grant

In July 2013, the Company adopted the 2013 Omnibus Incentive Plan (the “Omnibus Plan”), which was terminated in connection with the adoption of the 2014 Plan in September 2014, and accordingly no additional shares are available for issuance under the Omnibus Plan. The Omnibus Plan will continue to govern outstanding awards granted under this 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 stock 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 Acquisition LLC, a subsidiary of the Company’s Sponsor. The stock options have a ten-year contractual period.

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. No LTIP awards were granted to employees as of March 31, 2015. As such, the Company has not recognized any expense related to the LTIP in any of the periods presented.

In April 2015, the Company granted one-sixth of the LTIPs to individual participants. The Company will recognize approximately $8.3 million of expense related to these LTIPs in the second quarter of 2015.  


13


 

Stock Options

Stock Option Activity

Stock options are granted under the 2014 Plan and Omnibus Plan as described above. Stock option activity for the three months ended March 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

 

53

 

 

 

10.72

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

(44

)

 

 

1.00

 

 

 

 

 

 

 

 

 

Outstanding—March 31, 2015

 

10,062

 

 

$

1.26

 

 

 

8.5

 

 

$

109,486

 

Options vested and exercisable—March 31, 2015

 

855

 

 

$

1.15

 

 

 

8.5

 

 

$

9,394

 

Options vested and expected to vest—March 31, 2015

 

8,723

 

 

$

1.28

 

 

 

8.5

 

 

$

94,797

 

 

The weighted-average grant-date fair value of time-based stock options granted during the three months ended March 31, 2015 and 2014 was $8.01 and $3.95 per share. There were no stock options exercised during the periods presented. Intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock.

As of March 31, 2015, there were approximately $10.3 million of total unrecognized stock-based compensation expense, net of estimated forfeitures related to nonvested time-based and performance condition stock options. As of March 31, 2015, the time-based awards are expected to be recognized over the weighted average period of 2.4 years. As of March 31, 2015, the performance-based awards are expected to be recognized over a weighted period of 1.7 years.

The total fair value of stock options vested for the three months ended March 31, 2015 and 2014 was $0.5 million and a de minimis amount.

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 fair values using the Black-Scholes-Merton method were estimated on each grant date using the following weighted-average assumptions:

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

Expected term (in years)

6.25

 

 

6.18

 

Volatility

 

88.5

%

 

 

87.1

%

Risk-free interest rate

 

1.9

%

 

 

1.9

%

Dividend yield

 

0.0

%

 

 

0.0

%

The Company estimates the fair value and the vesting period of the performance-based stock options granted on teach grant date using the Monte Carlo simulation method. During the three months ended March 31, 2015, no performance-based stock options were granted.

14


 

Restricted Stock Units

Restricted Stock Units, or RSUs, are granted under the 2014 Plan as described above. RSU activity for the three months ended March 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

 

157

 

 

 

10.72

 

Vested

 

 

 

 

 

Forfeited

 

 

 

 

 

Outstanding at March 31, 2015

 

179

 

 

$

11.38

 

No RSUs vested in the three months ended March 31, 2015.

Stock-based Compensation Expense

Stock-based compensation was included in operating expenses as follows (in thousands):

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

Cost of revenue—operating leases and incentives

$

278

 

 

$

18

 

Sales and marketing

 

233

 

 

 

94

 

General and administrative

 

2,178

 

 

 

325

 

Research and development

 

18

 

 

 

 

Total stock-based compensation

$

2,707

 

 

$

437

 

 

13.

Income Taxes

The income tax expense for the three months ended March 31, 2015 and 2014 was calculated on a discrete basis resulting in a consolidated quarterly effective income tax rate of -17.3% and -13.7%. The variations between the consolidated quarterly effective income tax rates and the U.S. federal statutory rate were primarily attributable to the effect of non-controlling interests and redeemable non-controlling interests.

The Company sells solar energy systems to the investment funds. As the investment funds are consolidated by the Company, the gain on the sale of the assets has been eliminated in the condensed consolidated financial statements. These transactions are treated as intercompany sales and any tax expense incurred related to these sales is being deferred and amortized over the estimated useful life of the underlying systems which has been estimated to be 30 years. The deferral of the tax expense results in recording of a prepaid tax asset. As of March 31, 2015 and December 31, 2014, the Company recorded a long-term prepaid tax asset of $148.3 million and $111.9 million, net of amortization.

Uncertain Tax Positions

As of March 31, 2015 and December 31, 2014, the Company had no unrecognized tax benefits. There was no interest and penalties accrued for any uncertain tax positions as of March 31, 2015 and December 31, 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 the next 12 months. The Company is subject to taxation and files income tax returns in the United States, and various state and local jurisdictions. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns since inception are still subject to audit.

15


 

14.

Related Party Transactions

The Company’s operations included the following related party transactions (in thousands):

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

Cost of revenue—operating leases and incentives

$

1,490

 

 

$

1,295

 

Sales and marketing

 

378

 

 

 

189

 

General and administrative

 

213

 

 

 

2,506

 

Interest expense(1)

 

 

 

 

1,400

 

(1)

Includes revolving lines of credit—related party. See Note 9—Debt Obligations.

Vivint Services

In 2014, the Company negotiated and entered into a number of agreements with its sister company, Vivint Inc. (“Vivint”), related to services and other support that Vivint provides to the Company. Under the terms of these agreements, Vivint provides the Company with information technology and infrastructure, employee benefits and certain other services. Prior to these new agreements, under full service sublease and trademark agreements, Vivint provided to the Company various administrative services, such as management, human resources, information technology, facilities and use of corporate office space, and rights to use certain trademarks. The Company incurred fees under these agreements of $1.8 million and $1.6 million for the three months ended March 31, 2015 and 2014, which reflect the amount of services provided by Vivint on behalf of the Company.

Payables to Vivint recorded in accounts payable—related party were $1.8 million and $2.1 million as of March 31, 2015 and December 31, 2014. These payables include amounts due to Vivint related to the services agreements and additional costs allocated, as well as other miscellaneous intercompany payables including freight, healthcare cost reimbursements and ancillary purchases.

Advances ReceivableRelated Party

Amounts due from direct-sales personnel were $1.2 million as of March 31, 2015 and December 31, 2014. The Company provided a reserve of $0.7 million and $0.9 million as of March 31, 2015 and December 31, 2014 related to advances to direct-sales personnel who have terminated their employment agreement with the Company.

Advisory Agreements

In May 2014, the Company entered into an advisory agreement with Blackstone Advisory Partners L.P., an affiliate of the Sponsor (“BAP”), under which BAP will provide financial advisory and placement services related to the Company’s financing of residential solar energy systems. In February 2015, the Company provided BAP a notice to terminate the agreement, which remains in effect for six months following the date of such notice. Under the agreement, the Company is required under certain circumstances to pay a placement fee to BAP ranging from 0.75% to 1.5% of the transaction capital, depending on the identity of the investor and whether the financing relates to residential or commercial projects. This agreement replaced the 2013 advisory agreement described below. No fees were incurred for the three months ended March 31, 2015.

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 is established. The Company incurred fees under these agreements of $2.2 million for the three months ended March 31, 2014. This amount was recorded in general and administrative expense in the Company’s condensed consolidated statements of operations.

Investment Funds

Fund investors for three of the investment funds are indirectly managed by the Sponsor and accordingly are considered related parties. See Note 10—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 investment fund assets in the event that the Company is removed as the service provider for certain of the investment funds. No services have been performed by Vivint under this agreement.

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15.

Commitments and Contingencies

Non-Cancellable Operating Leases

The Company has entered into lease agreements for corporate and operating facilities, warehouses and related equipment in states in which the Company conducts operations. The aggregate expense incurred under these operating leases was $2.3 million and $0.4 million for the three months ended March 31, 2015 and 2014.

Build-to-Suit Lease Arrangements

In September 2014, the Company entered into a non-cancellable lease whereby the Company will terminate the current lease for the corporate headquarters in Lehi, UT and move into another building being constructed in the same general location. Because of its involvement in certain aspects of the construction per the terms of the lease, the Company is deemed the owner of the building for accounting purposes during the construction period. Accordingly, the Company recorded a build-to-suit asset of $2.9 million as of March 31, 2015, included in property and equipment, net, and a corresponding build-to-suit lease liability related to the new lease.

Long-term Purchase Agreements

In 2015, the Company entered into long term purchase agreements with certain key suppliers. These agreements require the Company to make minimum volume purchases on a quarterly basis. As of March 31, 2015, the Company has met these minimum purchase requirements. As such, no additional liability has been incurred or recorded as of March 31, 2015.

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. The Company has not recorded a liability related to these indemnification provisions and the indemnification arrangements have not had any significant impact to the Company’s condensed consolidated financial statements to date.

Legal Proceedings

In December 2013, one of the Company’s former sales representatives, on behalf of himself and a purported class, filed a complaint for unspecified damages, injunctive relief and restitution in the Superior Court of the State of California in and for the County of San Diego against Vivint Solar Developer, LLC, one of the Company’s subsidiaries, and unnamed John Doe defendants alleging violations of the California Labor Code and the California Business and Professions Code and seeking penalties of an unspecified amount, interest on all economic damages and reasonable attorney’s fees and costs. In January 2014, the Company filed an answer denying the allegations in the complaint and asserting various affirmative defenses. In late 2014, the parties agreed to terms of settlement to resolve this case, depending on class participation. Based on the Court's initial review of the settlement agreement, the parties are discussing modifications relative to class participation and other terms. Any final settlement agreement is subject to court approval, which the Company anticipates to occur sometime in late 2015. The Company has recorded a $0.4 million reserve related to this proceeding in its consolidated financial statements.

In May 2014, Vivint made the Company aware that the U.S. Attorney’s office for the State of Utah is engaged in an investigation that Vivint believes relates to certain political contributions made by some of Vivint’s executive officers that are directors of the Company and some of Vivint’s employees. The Company has no reason to believe that it, the executive officers or employees are targets of such investigation.

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In September 2014, two former installation technicians of the Company, on behalf of themselves and a purported class, filed a complaint for damages, injunctive relief and restitution in the Superior Court of the State of California in and for the County of San Diego against the Company and unnamed John Doe defendants. The complaint alleges certain violations of the California Labor Code and the California Business and Professions Code based on, among other things, alleged improper classification of installer technicians, installer helpers, electrician technicians and electrician helpers, failure to pay minimum and overtime wages, failure to provide accurate itemized wage statements, and failure to provide wages on termination. In December 2014, the original plaintiffs and three additional plaintiffs filed an amended complaint with essentially the same allegations. On February 5, 2015, the Company filed an answer to the amended complaint, denying liability and asserting a number of defenses. The Company believes that it has strong defenses to the claims asserted in this matter, and the Company intends to defend the case vigorously. Although the Company cannot predict with certainty the ultimate resolution of this suit, it does not believe this matter will have a material adverse effect on the Company’s business, results of operations, cash flows or financial condition.

In November and December 2014, two putative class action lawsuits were filed in the U.S. District Court for the Southern District of New York against the Company, its directors, certain of its officers and the underwriters of the Company’s initial public offering of common stock alleging violation of securities laws and seeking unspecified damages. In January 2015, the Court ordered these cases to be consolidated into the earlier filed case, Hyatt v. Vivint Solar, Inc. et al., 14-cv-9283 (KBF). The plaintiffs filed a consolidated amended complaint in February 2015. On May 6, 2015, the Company filed a motion to dismiss the complaint. The Company believes this lawsuit is without merit and intends to defend the case vigorously. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows.

The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information.

16.

Basic and Diluted Net Income Per Share

The Company computes basic net income per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution of securities that could be exercised or converted into common shares, and is computed by dividing net income 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 per share to common stockholders for the three months ended March 31, 2015 and 2014 (in thousands, except per share amounts):  

 

Three Months Ended

 

 

March 31,

 

 

2015

 

 

2014

 

Numerator: