inversión del proyecto
4.2.1. Fase de Preinversión
October 1, 2014, there was no established public trading market for our common stock. The following table sets forth the high and low sales price for our common stock as reported by the New York Stock Exchange for the period indicated.
High Low
Fourth quarter 2014 ... 18.71 7.42 As of March 2, 2015, we had approximately three stockholders of record of our common stock. This does not include the number of persons whose stock is in nominee or “street name” accounts through brokers.
Stock Performance Graph
This following graph is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Vivint Solar, Inc. under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The following graph compares for the period from October 1, 2014 through December 31, 2014, the total cumulative stockholder return on our common stock with the total cumulative return of the New York Stock Exchange Composite Index, the MAC Global Solar Energy Index and a group of publicly traded peer companies. Measurement points are October 1, 2014—the initial trading day of our common stock; October 31, 2014; November 30, 2014 and December 31, 2014. The graph assumes a $100
investment at the beginning of the period in our common stock, the stocks represented in the New York Stock Exchange Composite Index, the MAC Global Solar Energy Index and a group of publicly traded peer companies, and reinvestment of any dividends. Historical stock price performance should not be relied upon as an indication of future stock price performance:
Recent Sales of Unregistered Securities
In August 2014, we issued and sold an aggregate of 2.7 million shares of common stock to 313 Acquisition LLC for $10.667 per share for aggregate proceeds of $28.5 million. In September 2014, we issued and sold an aggregate of 7.0 million additional shares to 313 Acquisition LLC and two of its directors for $10.667 per share for aggregate gross proceeds of $75.0 million. See Note 12—
Redeemable Non-Controlling Interests, Equity and Preferred Stock in the consolidated financial statements for additional information. No underwriters were involved in the foregoing sales of securities. The issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act. The recipients of securities in each such transaction represented their intention to acquire securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed to the stock certificates issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.
Use of Proceeds
We filed a Registration Statement on Form S-1 (File No. 333-198372) for an initial public offering of our common stock, which was declared effective by the Securities and Exchange Commission on September 30, 2014. On October 6, 2014, we closed our initial public offering in which we sold 20.6 million shares of our common stock at a public offering price of $16.00 per share, resulting in net proceeds, after deducting underwriting discounts and commissions and $8.8 million in offering expenses, of $300.6 million.
During the quarter ended December 31, 2014, we used the cash from the net proceeds of our initial public offering to repay an aggregate of $58.7 million in borrowings and accrued interest under lines of credit with Vivint and also used approximately $34.7 million for working capital and other general corporate purposes, including growing our corporate and sales staff to support the growth of the business. We expect to use the remainder of net proceeds for working capital and general corporate purposes. We maintain the proceeds received in cash and cash equivalents.
Issuer Purchase of Equity Securities None.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to fund our growth; and therefore, we do not anticipate declaring or paying any cash dividends in the foreseeable future.In addition, the terms of our future debt instruments may prohibit us from paying cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and provisions of our debt instruments and organizational documents, after taking into account our financial condition, results of operations, capital
requirements, general business conditions and other factors that our board of directors may deem relevant. Item 6. Selected Financial Data.
The following table sets forth selected historical consolidated financial and other data for the periods ended and at the dates indicated below. On November 16, 2012, we were acquired by our sponsor. We refer to the years ended December 31, 2014 and 2013 and the period from November 17, 2012 through December 31, 2012 as the Successor Periods or Successor, and the period from January 1, 2012 through November 16, 2012 as the Predecessor Period or Predecessor. Our selected historical consolidated statement of operations data for the years ended December 31, 2014 and 2013, the period from November 17, 2012 to December 31, 2012 and the Predecessor Period presented in this table and the balance sheet data as of December 31, 2014 and 2013 have been derived from our historical audited consolidated financial statements included elsewhere in this report. Our historical results are not necessarily indicative of the results that may be expected in the future. The following selected financial data should be read in conjunction with the sections of this document captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this report.
Successor Predecessor
Period from Period from
November 17, January 1,
Year Ended through through
December 31, December 31, November 16,
2014 2013 2012 2012
(In thousands, except per share data)
Statement of Operations Data:
Revenue:
Operating leases and incentives ... $ 21,688 $ 5,864 $ 109 $ 183 Solar energy system and product sales... 3,570 306 — 157 Total revenue ... 25,258 6,170 109 340
Operating expenses:
Cost of revenue—operating leases and incentives ... 67,984 19,004 1,018 3,302 Cost of revenue—solar energy system and product sales ... 1,997 123 — 95 Sales and marketing ... 21,869 7,348 533 1,471 Research and development ... 1,892 — — — General and administrative ... 78,899 16,438 971 7,789 Amortization of intangible assets ... 14,911 14,595 1,824 — Total operating expenses ... 187,552 57,508 4,346 12,657 Loss from operations ... (162,294) (51,338 ) (4,237) (12,317)
Interest expense ... 9,323 3,144 96 881 Other expense ... 1,372 1,865 44 240 Loss before income taxes ... (172,989) (56,347 ) (4,377) (13,438) Income tax (benefit) expense ... (7,070) 123 (1,074) 7 Net loss ... (165,919) (56,470 ) (3,303) (13,445) Net loss attributable to non-controlling interests and redeemable
non-controlling interests ... (137,036) (62,108 ) (699) (1,771) Net (loss attributable) income available to stockholders ... (28,883) 5,638 (2,604) (11,674) Accretion to redemption value of Series B redeemable
preferred stock ... — — — (20,000) Net (loss attributable) income available to common stockholders ... $ (28,883) $ 5,638 $ (2,604) $ (31,674) Net (loss attributable) income available per share to common
stockholders(1):
Basic ... $ (0.35) $ 0.08 $ (0.03) $ (0.42) Diluted ... $ (0.35) $ 0.07 $ (0.03) $ (0.42) Weighted-average shares used in computing net (loss
attributable) income available per share to common stockholders(1): Basic ... 83,446 75,000 75,000 75,000 Diluted ... 83,446 75,223 75,000 75,000 (1) See Note 17—Basic and Diluted Net Income (Loss) Per Share to our Consolidated Financial Statements for an explanation of the method used to calculate basic and diluted net (loss attributable) income available per share to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.
Year Ended
December 31,
2014 2013 2012
(In thousands)
Balance Sheet Data:
Cash and cash equivalents ... $ 261,649 $ 6,038 $ 11,650 Solar energy systems, net ... 588,167 188,058 47,089 Total assets ... 1,064,324 297,707 132,087 Revolving lines of credit, related party ... — 41,412 15,000 Long-term debt ... 105,000 — — Redeemable non-controlling interests ... 128,427 73,265 17,741 Total equity ... 613,136 80,621 71,323
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Overview
You should read the following discussion together with Item 6 “Selected Financial Data” and our Consolidated Financial