1、Dear Fellow Stockholders,We are pleased to report that 2014 was a transformative year for Vivint Solar.As part of a solar industry that provides power to an estimated four million American homes and provides nearly 174,000 people with jobs,Vivint Solar is flipping the switch on the way people create
2、 and consume electricity by connecting homes to the power of the sun.We offer distributed solar energyelectricity generated by a solar energy system installed at or near custom-ers locationsto residential customers based on 20-year contracts at prices below their current utility rates.Our customers
3、pay little to no money upfront,and typically save 20%to 40%on solar-generated electricity rates relative to utility-generated electricity rates following system interconnection to the power grid and continue to benefit from locked-in energy prices over the term of their contracts,insulating them aga
4、inst unpredictable increases in utility rates.Our customers are saving money on their utility bills and doing it in a way that is environmentally friendly and provides them with a degree of energy independence.I am proud of what Vivint Solar accomplished in 2014.We exceeded expectations and have tre
5、mendous momentum going into 2015.Here are a few of the highlights from the past year:We installed 155 megawatts for over 22,000 customers.This represents 168%growth year-over-year.On a cumulative basis,Vivint Solar has installed 228 megawatts for nearly 36,000 customers across seven states.Our estim
6、ated nominal contracted payments remaining at the end of the year was$1,031 million,growing 161%from the year ago period and our estimated cumulative retained value was$481 million at the end of year,growing 153%from the year ago period.We finished the year with a Q4 cost per watt of$2.96,dropping a
7、pproximately 30%from Q1s cost per watt of$4.25.I am proud of our management team and their continued dedication to improving all aspects of our organiza-tion,and I am excited about what the future holds for our company.As driven as we are to meet our goals in 2015,we want you to know that we are eve
8、n more motivated by the belief that we are making a worthwhile contribution to the future.Sincerely,Greg ButterfieldChief Executive Officer and PresidentApril 20,2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(
9、d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2014 OR 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(S
10、tate or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)3301 N.Thanksgiving Way,Suite 500 Lehi,UT 84043 (Address of principal executive offices)(Zip Code)(877)404-4129 (Registrants telephone number,including area code)Securities registered pursuant to Section 1
11、2(b)of the Act:Common Stock,Par Value$0.01 Per Share;Common stock traded on the New York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YES NO Indicate
12、 by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.YES NO 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
13、 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 NO Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data
14、 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 NO Indicate by check mark if disclosure of delinquent filers pursuant
15、 to Item 405 of Regulation S-K(229.405)is not contained herein,and will not be contained,to the best of Registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the Re
16、gistrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definition of“large accelerated filer”,“accelerated filer”,and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer N
17、on-accelerated filer (Do not check if a small reporting company)Small 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 As of June 30,2014,the last business day of the registrants most recently completed second qua
18、rter,there was no established public market for the registrants common stock.The registrants common stock began trading on the New York Stock Exchange on October 1,2014.As of March 2,2015,there were 105,303,122 shares of registrants common stock outstanding.Portions of the Registrants Definitive Pro
19、xy Statement relating to the Annual Meeting of Shareholders,scheduled to be held on June 4,2015,are incorporated by reference into Part III of this report.i Table of Contents Page PART I Item 1.Business.1Item 1A.Risk Factors.8Item 1B.Unresolved Staff Comments.32Item 2.Properties.33Item 3.Legal Proce
20、edings.33Item 4.Mine Safety Disclosures.33 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.34Item 6.Selected Financial Data.35Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.37Item 7
21、A.Quantitative and Qualitative Disclosures About Market Risk.59Item 8.Financial Statements and Supplementary Data.60Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.97Item 9A.Controls and Procedures.97Item 9B.Other Information.99 PART III Item 10.Directors,
22、Executive Officers and Corporate Governance.100Item 11.Executive Compensation.100Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.100Item 13.Certain Relationships and Related Transactions,and Director Independence.100Item 14.Principal Accounting
23、Fees and Services.100 PART IV Item 15.Exhibits,Financial Statement Schedules.101 1 PART I Forward-looking Statements This report,including the sections entitled“Business,”“Risk Factors,”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and certain information i
24、ncorporated by reference into this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended.Forward-looking statements are identified by words such as“believe,”“anticipate,”“
25、expect,”“intend,”“plan,”“will,”“may,”“seek”and other similar expressions.You should read these statements carefully because they discuss future expectations,contain projections of future results of operations or financial condition or state other“forward-looking”information.These statements relate t
26、o our future plans,objectives,expectations,intentions and financial performance and the assumptions that underlie these statements.These forward-looking statements include,but are not limited to:federal,state and local regulations and policies governing the electric utility industry;the regulatory r
27、egime for our offerings and for third-party owned solar energy systems;technical limitations imposed by operators of the power grid;the continuation of tax rebates,credits and incentives,including changes to the rates of the income tax credit,or ITC,beginning in 2017;the price of utility-generated e
28、lectricity and electricity from other sources;our ability to finance the installation of solar energy systems;our ability to sustain and manage growth;our ability to further penetrate existing markets,expand into new markets and expand into markets for non-residential solar energy systems;our abilit
29、y to develop new product offerings and distribution channels;our relationships with our sister company Vivint,Inc.,or Vivint,and our sponsor The Blackstone Group,L.P.,which is referred to in this report as Blackstone or our sponsor;our ability to manage our supply chain;the cost of solar panels and
30、the residual value of solar panels after the expiration of our customer contracts;our ability to maintain our brand and protect our intellectual property;and our expectations regarding remediation of the material weakness in our internal control over financial reporting.In combination with the risk
31、factors we have identified,we cannot assure you that the forward-looking statements in this report will prove to be accurate.Further,if our forward-looking statements prove to be inaccurate,the inaccuracy may be material.In light of the significant uncertainties in these forward-looking statements,y
32、ou should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame,or at all,or as predictions of future events.Moreover,neither we nor any other person assumes responsibility for the accuracy and
33、completeness of the forward-looking statements.We undertake no obligation to publicly update any forward-looking statements,whether as a result of new information,future events or otherwise,except as required by law.Item 1.Business.BUSINESS Overview We offer distributed solar energy electricity gene
34、rated by a solar energy system installed at or near customers locations to residential customers based on 20-year contracts at prices below their current utility rates.Our customers pay little to no money upfront,and typically save 20%to 40%on solar-generated electricity rates relative to utility-ge
35、nerated electricity rates following system interconnection to the power grid and continue to benefit from locked-in energy prices over the term of their contracts,insulating them against unpredictable increases in utility rates.2 Our 20-year customer contracts generate predictable,recurring cash flo
36、ws and establish a long-term relationship with homeowners.Through our investment funds,we own an interest in the solar energy systems we install and ownership of the solar energy systems allows us and the other fund investors to benefit from various local,state and federal incentives.We obtain finan
37、cing based on these cash flows and incentives.When customers decide to move or sell the home prior to the end of their contract term,the customer contracts allow our customers to transfer their obligations to the new home buyer,subject to a creditworthiness determination.If the home buyer is not cre
38、ditworthy or does not wish to assume the customers obligations,the contract allows us to require the customer to purchase the system.Our sources of financing are used to offset our direct installation costs and most,if not all,of our allocated overhead expenses.Our direct relationship with homeowner
39、s also facilitates our ability to control quality and provide high levels of customer service and provides us with an opportunity to offer additional value-added products and services to our customers.From our inception in May 2011 through December 31,2014,we have experienced rapid growth,installing
40、 solar energy systems with an aggregate of 228.2 megawatts of capacity at more than 35,700 homes in seven states for an average solar energy system capacity of approximately 6.4 kilowatts.According to GTM Research,an industry research firm,we were the second largest installer of solar energy systems
41、 to the U.S.residential market in 2013,and have continued to increase our market share,capturing approximately 16%market share in the third quarter of 2014,up from approximately 8%in the third quarter of 2013.We believe the key ingredients to our success include the following:High growth industry wi
42、th a significant addressable market.The market for residential distributed solar energy is growing rapidly and disrupting the traditional electricity market.According to GTM Research,the U.S.residential solar energy market is expected to grow at a compound annual growth rate,or CAGR,of approximately
43、 27%from 2013 through 2018.Residential distributed solar has currently penetrated less than 1%of its total addressable market in the United States.Differentiated and highly scalable platform.We have developed an integrated approach to providing distributed solar energy where we fully control the lif
44、ecycle of our customers experience including the initial professional consultation,design and engineering process,installation and ongoing monitoring and service.We deploy our sales force on a neighborhood-by-neighborhood basis,which allows us to cultivate a geographically concentrated customer base
45、 that reduces our costs and increases our operating efficiency.We couple this model with repeatable and highly scalable processes to establish warehouse facilities,assemble and train sales and installation teams and open new offices.We believe that our processes enable us to expand rapidly within ex
46、isting markets and into new markets.We also believe that our direct sales model and integrated approach represent a differentiated platform,unique in the industry that accelerates our growth by maximizing sales effectiveness,delivering high levels of customer satisfaction and driving cost efficiency
47、.Long-term,highly visible,recurring cash flow.Our customers typically sign 20-year contracts for solar electricity generated by the system owned by us and pay us directly over the term of their contracts.These customer contracts generate recurring monthly customer payments.As of December 31,2014,the
48、 average estimated nominal contracted payment for our customer contracts was approximately$30,000,and there is the potential for additional payments if customers choose to renew their contracts at the end of the term.The solar energy systems we install are eligible for investment tax credits,or ITCs
49、,accelerated tax depreciation and other utility and governmental incentives.We have historically financed the assets created by substantially all of these contracts through investment funds,which reduces our cost of capital to finance our operations.As of February 28,2015,we had raised 13 investment
50、 funds to which investors such as banks have committed to invest approximately$673 million which will enable us to install solar energy systems of total fair market value approximating$1.6 billion.As of February 28,2015,we had remaining tax equity commitments to fund approximately 71 megawatts of fu
51、ture deployments,which we estimate to be sufficient to fund solar energy systems with a total fair market value of approximately$331 million.Our Approach We secure financing that enables our customers to access solar energy for little to no upfront cost to them.The key elements of our integrated app
52、roach to providing distributed solar energy include:Professional consultation.We deploy our direct-to-home sales force to provide in-person professional consultations to prospective customers to evaluate the feasibility of installing a solar energy system at their residence.Our sales closing and ref
53、erral rates are enhanced by homeowners responsiveness to our direct-to-home,neighborhood-by-neighborhood outreach strategy.Design and engineering.We have developed a streamlined process that enables us to design and install a custom solar energy system that delivers significant customer savings.This
54、 process,which incorporates proprietary software,standardized templates and data derived from on-site surveys,allows us to design each system to comply with complex and varied state and local regulations and optimize system performance on a per panel basis.We continue to pursue technology innovation
55、 to integrate accurate system design into the initial in-person sales consultation as a competitive tool to enhance the customer experience and increase sales close rates.3 Installation.We are a licensed contractor in the markets we serve and are responsible for each customer installation.Once we co
56、mplete the system design,we obtain the necessary building permits and begin installation.Upon completion,we schedule the required inspections and arrange for interconnection to the power grid.By directly handling these logistics,we control quality and streamline the system installation process for o
57、ur customers.Throughout this process,we apprise our customers of the project status with regular updates from our account representatives.We minimize costs,ensure quality and deliver high levels of customer satisfaction by controlling the entire installation process.Monitoring and service.We monitor
58、 the performance of our solar energy systems,leveraging a combination of internally developed solutions as well as capabilities provided by our suppliers.Currently,a substantial majority of our existing solar energy systems use Enphase Energy,Inc.s,or Enphases,communications gateway device paired wi
59、th its monitoring service.We leverage the Enphase communications gateway and monitoring service to collect performance data and use this data to ensure we deliver quality operations and maintenance services for our solar energy systems.If services are required,our strong local presence enables rapid
60、 response times.Referrals.We believe our commitment to delivering high levels of customer satisfaction and our concentrated geographic deployment strategy have generated a significant amount of sales through customer referrals,which increase our neighborhood penetration rates,lower our customer acqu
61、isition costs and accelerate our growth.Our financial returns also benefit from the cost savings derived from increasing the density of installations in a neighborhood.Our Strategy Our goal is to become the premier provider of distributed solar energy.Key elements of our strategy include:Further pen
62、etrating our existing markets.While we have chosen to initially introduce our solar energy systems in states whose utility prices,sun exposure,climate conditions and regulatory policies provide for the most compelling market for distributed solar energy,we believe even those states are still signifi
63、cantly underpenetrated.Accordingly,we intend to increase our presence in these markets by introducing our solar energy systems into new neighborhoods and communities in states in which we already have operations.We intend to leverage our brand and existing customer base to grow in these markets at l
64、ower customer acquisition and installation costs relative to our competitors.In addition,we intend to complement our existing go-to-market strategy with outright sales of and consumer loan products for solar energy systems.Expanding into new locations and commercial markets.To enlarge our addressabl
65、e market,we plan to expand our presence to new states and we intend to enter the commercial and industrial market,which includes small businesses such as community retailers as well as larger retailers and manufacturers.We plan to pursue similar debt,equity and other financing strategies consistent
66、with our approach in the residential market,including creating investment funds,to help finance our commercial and industrial operations.We are making investments to introduce our solar energy systems into the residential market in other states that we believe present attractive economics for us and
67、 homeowners.We have a track record of entering new markets quickly and efficiently.In 2014,we established 23 new sales offices to sell to residential customers in addition to the 16 previously existing sales offices.Capitalizing on opportunities to increase sales and lower costs.We intend to capital
68、ize on our opportunities to increase sales and lower costs through internal development initiatives,acquisitions and alternative financing structures.We plan to make additional investments in new technologies related to our system design and installation and ongoing customer service practices.Such i
69、nvestments will enable us to continue to improve our operating efficiency,cost structure and customer satisfaction.In addition,our management team has significant experience in successfully integrating acquisitions into their businesses,and we believe there are opportunities to acquire related busin
70、esses,talent and technology to drive sales and lower costs.Building and leveraging strategic relationships.We plan to build and leverage strategic relationships with new and existing partners to grow our business and drive cost reductions.For example,in addition to our direct sales channel,we are cu
71、rrently exploring opportunities to sell solar energy systems to customers through a number of distribution channels including relationships with homebuilders,home improvement stores,large construction,electrical and roofing companies and other third parties that have access to large numbers of poten
72、tial customers.Our ongoing relationship with our sister company Vivint will give us continued cross-selling opportunities and we expect to benefit from Blackstones network of strategic relationships.Additionally,we intend to lower our cost of capital through alternative financing sources such as sec
73、uritization by pooling and transferring certain of our solar energy systems and associated customer contracts into special purpose entities,or SPEs,and subsequently issuing and selling interests in these SPEs as securities.4 Customer Contracts As of December 31,2014,the average FICO score of our cus
74、tomers was approximately 750.Our solar energy customers purchase energy or lease solar energy systems from us pursuant to one of two types of long-term contracts:a power purchase agreement or a lease.Prior to the first quarter of 2014,all of our long-term contracts were structured as power purchase
75、agreements.In the first quarter of 2014,we began offering leases in connection with our entry into certain markets.Of our over 22,400 installations in 2014,approximately 540 systems were leased.In the power purchase agreement structure,we charge customers a fee per kilowatt hour based on the amount
76、of electricity the solar energy system actually produces.In the lease structure,the customers monthly payment is fixed based on a calculation that takes into account expected solar energy generation.The lease includes a performance guarantee under which we agree to refund a proportion of the custome
77、r payments if the leased solar energy system does not meet the annual guaranteed energy production level.The power purchase agreement and lease terms are typically for 20 years,and all of the prices that we charge to our customers are subject to pre-determined annual fixed percentage price escalatio
78、ns as specified in the customer contract.Since January 2014,substantially all of our customer contracts have included an annual price escalator of 2.9%.Over the term of these agreements,we operate the systems and agree to maintain them in good condition.Customers who buy energy from us under power p
79、urchase agreements or lease systems are covered by our workmanship warranty equal to the length of the term of these agreements.Sales and Marketing We place our integrated residential solar energy systems through a scalable sales organization that uses a direct-to-home sales model.We believe that a
80、high-touch,customer-focused selling process is important before,during and after the sale of our products to maximize our sales success.The members of our sales force typically reside and work within the market they serve.We also generate a significant amount of sales through customer referrals.We h
81、ave found that customer referrals increase in relation to our penetration in a particular market and shortly after entering a new market become an increasingly effective way to market our solar energy systems.In addition to direct sales,we are currently exploring opportunities to sell solar energy s
82、ystems to customers through a number of distribution channels,including relationships with home builders,home improvement stores,large construction,electrical and roofing companies and other third parties that have access to large numbers of potential customers.We establish a sales office in each ma
83、rket that we enter.A typical sales team may consist of 15 to 20 sales representatives,depending on the sales region,which we refer to as sales managers,and one to two district managers.Sales managers are typically recruited by district managers.These sales teams are supported by approximately 30 ins
84、tallation technicians and an operations manager.There are also regional managers who generally oversee 10 to 20 sales offices.Historically,we have recruited a majority of our sales personnel from Vivint.However,pursuant to a non-competition agreement entered into in connection with our initial publi
85、c offering,we and Vivint have agreed not to solicit for employment any of the others employees who primarily manage sales,installation or servicing of the others products and services.In 2014,we established 23 sales offices.Our sales managers participate in a comprehensive training program,which inc
86、ludes operating as a team in existing markets prior to deployment to newly established offices.We believe this approach significantly accelerates the time we can effectively sell in a particular market after establishing a new office,and has in the past allowed us to obtain executed contracts within
87、 a day of opening a new office.Our sales managers also receive ongoing training throughout the year.We train our sales managers on sales techniques and applicable laws and regulations.We also train our sales managers to customize their consultative presentation according to the individual homeowner,
88、based on guidelines and principles outlined in our training materials.We provide sales managers with real-time data on potential customers through a proprietary application provided to our sales managers to help them to sell in an efficient manner.Through the application,a sales manager can pre-scre
89、en potential customers directly from his or her mobile device,view maps of the sales area and track data for current and potential customers.Operations and Suppliers We purchase solar panels directly from multiple manufacturers.Historically,our solar panel suppliers were Trina Solar Limited,Yingli G
90、reen Energy Americas,Inc.and Canadian Solar,Inc.During 2014,Trina Solar Limited and Yingli Green Energy Americas,Inc.accounted for substantially all of our solar photovoltaic module purchases and Enphase accounted for substantially all of our inverter purchases.Historically,we procured racking syste
91、ms primarily from Zep Solar,Inc.,or Zep,which was acquired by one of our competitors in 2013.In 2014,we diversified our racking providers.We have successfully transitioned away from using racking systems procured from Zep,although we currently have a limited inventory remaining in certain of our mar
92、kets which we are using primarily as replacement parts on service calls.We believe that our new racking system providers will be able to meet all of our needs going forward,and we do not expect any interruption to our business as a result of this transition.We generally source the other products rel
93、ated to our solar energy systems,such as fasteners,wiring and electrical fittings,through a variety of distributors.5 If we fail to develop,maintain and expand our relationships with these or other suppliers,our ability to meet anticipated demand for our solar energy systems may be adversely affecte
94、d,or we may only be able to offer our systems at higher costs or after delays.If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production due to its financial condition,acquisition by a competitor or otherwise,it may be difficult to quickly identify alte
95、rnative suppliers or to qualify alternative products on commercially reasonable terms,and our ability to satisfy this demand may be adversely affected.We screen all suppliers and components based on expected cost,reliability,warranty coverage,ease of installation and other ancillary costs.We typical
96、ly enter into master contract arrangements with our major suppliers that define the general terms and conditions of our purchases,including warranties,product specifications,indemnities,delivery and other customary terms.We typically purchase solar panels,inverters and racking on an as-needed basis
97、from our suppliers at then prevailing prices pursuant to purchase orders issued under our master contract arrangements.The declining cost of solar panels and the raw materials necessary to manufacture them has been a key driver in the price we charge for electricity and customer adoption of solar en
98、ergy.According to industry experts,solar panel and raw material prices are not expected to continue to decline at the same rate as they have over the past several years.The resulting prices could slow our growth and cause our financial results to suffer.In addition,in the past we have purchased virt
99、ually all of the solar panels used in our solar energy systems from manufacturers based in China which have benefited from favorable governmental policies by the Chinese government.As of February 28,2015,we operate in Arizona,California,Hawaii,Maryland,Massachusetts,New Jersey,New York and Utah.Our
100、corporate headquarters are located in Utah.We manage inventory through our local warehouses and maintain a fleet of more than 470 trucks and other vehicles to support our installers and operations.This operational scale is fundamental to our business,as our field teams completed on average approxima
101、tely 1,870 residential installations per month during the year ended December 31,2014,while our project management teams simultaneously manage thousands of projects as they move through the stages of engineering,permitting,installation,maintenance and monitoring.We offer an installation warranty tha
102、t the solar energy systems under our customer contracts will be free from material defects in design and workmanship for the term of the contract as well as a limited warranty on roof penetrations.We are also obligated to maintain the solar energy systems in good condition for the term of the contra
103、ct,usually 20 years.We provide a performance guarantee to our lease customers that requires us to refund money to the lessee if the solar energy system fails to generate the minimum amount of electricity in a given term,as specified in the lease.We offer performance guarantees in certain leasing-onl
104、y markets such as Arizona.In these markets,we compensate customers if their systems produce less energy than the guaranteed amount in any given year by making a payment to customers with under-performing systems.As of December 31,2014,we have not compensated any customers per the terms of these cont
105、racts.We expect to begin making payments in the second half of 2015 for any under-performing systems.As of the date of this report,a relatively small number of our installations had been leased.As a result,we expect payments for underperforming systems will not be material initially,but as the numbe
106、r of leased systems grows,such payments will increase over time and may vary from period-to-period based on a number of factors,including weather conditions in the areas in which we lease systems,which may adversely impact our results of operations.We further offer a range of warranties on our solar
107、 energy systems to our investment funds.All of our systems feature a workmanship warranty during which we are obligated,at our cost and expense,to correct defects in our installation work,which depending on the particular investment fund,is for a period of either five or ten years.Generally our main
108、tenance obligations to our investment funds do not include the cost of panels,inverters or racking,should such major components require replacement.The cost of such components are borne instead by the applicable investment fund,although we are obligated to install such equipment as part of our servi
109、ces covered by the agreed maintenance services fee.This obligation is satisfied by Vivint Solar Provider,LLC,which provides operations and maintenance services to each of our investment funds.As part of Vivint Solar Providers operations and maintenance work,we provide a pass-through of the inverter
110、and panel manufacturers warranty coverage to our customers,which generally range from 10 to 25 years.We also provide ongoing service and repair during the entire term of the customer relationship,regardless of whether or not such repairs are covered by our or a manufacturers warranty.Costs associate
111、d with such ongoing service and repair have not been material.Competition We believe that our primary competitors are the traditional utilities that supply electricity to our potential customers.We compete with these traditional utilities primarily based on price(cents per kilowatt hour),predictabil
112、ity of future prices(by providing pre-determined annual price escalations)and the ease by which customers can switch to electricity generated by our solar energy systems.We believe that we compete favorably with traditional utilities based on these factors in the states where we offer our solar powe
113、r purchase and solar energy leasing services.6 We also compete with companies that are not regulated like traditional utilities but that have access to the traditional utility electricity transmission and distribution infrastructure pursuant to state and local pro-competitive and consumer choice pol
114、icies and with solar companies with business models that are similar to ours,such as SolarCity Corporation.We believe that we compete favorably with these companies based on our customer service,including our speed from signing a customer agreement to installation,our in-house installation,operation
115、s and maintenance teams,and a results-focused back office that quickly and efficiently addresses customer inquiries.In addition,we compete with solar companies in the downstream value chain of solar energy.For example,we face competition from purely finance driven organizations that acquire customer
116、s and then subcontract out the installation of solar energy systems,from installation businesses that seek financing from external parties,from large construction companies and utilities and increasingly from sophisticated electrical and roofing companies.These distributed energy competitors typical
117、ly work in contractual arrangements with third parties,leaving the customer in the position of having to deal with different companies for different aspects of their solar energy systems.We believe that we compete favorably with these companies because we offer an integrated approach to residential
118、solar energy systems,which includes in-house sales,financing,engineering,installation,maintenance and monitoring.Many of our competitors offer only a subset of the services we provide.Aside from simple cost efficiency,we offer distinct practical benefits as an all-in-one provider such as providing a
119、 single point of contact and accountability for our offerings during the relationship with our customers.Further,we are not dependent on installation subcontractors,enabling us to better scale our business while maintaining quality control.Technology and Intellectual Property As of December 31,2014,
120、we,directly or through our wholly owned subsidiary Solmetric Corporation,or Solmetric,had five patents and seven pending applications with the U.S.Patent and Trademark Office.These patents and applications relate to shade and site analysis.Our issued patents start expiring in 2026.We intend to file
121、additional patent applications as we innovate through our research and development efforts.Solmetric is best known for the“SunEye”hardware and“PV Designer”software product lines.The SunEye is a handheld electronic tool that provides shade analysis.PV Designer allows layout and energy production esti
122、mates for the optimum photovoltaic design on a customers home.These products provide more accurate solar energy assessments during the pre-install process and fast and accurate performance testing during commissioning and operations and management.In February 2015,we decided to discontinue external
123、sales of the SunEye and PV Designer products,which were at the end of their product life cycles.We will continue selling the PV Analyzer product,which is commercially used in commissioning,auditing,operating,maintaining and troubleshooting issues with photovoltaic systems.We will continue to develop
124、 and produce SunEye and PV Designer products for internal use only.The Solmetric development team will be known as Vivint Solar Labs,a research and development team focused on proprietary photovoltaic installation instruments and software.As part of our strategy,we plan to continue to expand our tec
125、hnological capabilities through targeted acquisitions such as Solmetric,licensing technology and intellectual property from third parties,joint development relationships with partners and suppliers and other strategic initiatives as we strive to offer the industrys best operational efficiency,perfor
126、mance prediction,operations and management.Government Regulation,Policies and Incentives Government Regulation We are not regulated as a public utility in the United States under current applicable national,state or other local regulatory regimes where we conduct business.To operate our systems we o
127、btain interconnection permission from the applicable local primary electric utility.Depending on the size of the solar energy system and local law requirements,interconnection permission is provided by the local utility and us and/or our customer.In almost all cases,interconnection permissions are i
128、ssued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering procedures.As such,no additional regulatory approvals are required once interconnection permission is given.We maintain a utility ad
129、ministration function,with primary responsibility for engaging with utilities and ensuring our compliance with interconnection rules.Our operations are subject to stringent and complex federal,state and local laws,including regulations governing the occupational health and safety of our employees an
130、d wage regulations.For example,we are subject to the requirements of the federal Occupational Safety and Health Act,as amended,or OSHA,the U.S.Department of Transportation,or DOT,and comparable state laws that protect and regulate employee health and safety.We strive to maintain compliance with appl
131、icable OSHA,DOT and similar government regulations;however,as discussed in the section captioned“Risk FactorsCompliance with occupational safety and health requirements and best practices can be costly,and noncompliance with such requirements may result in potentially significant monetary penalties,
132、7 operational delays and adverse publicity,”there have been instances in which we experienced workplace accidents and received citations from regulators,resulting in fines.Such instances have not materially impacted our business or relations with our employees.Government Policies Net metering is one
133、 of several key policies that have enabled the growth of distributed solar in the United States.Net metering allows a homeowner to pay his or her local traditional utility only for their power usage net of production from the solar energy system installed on his or her roof.Where the customers utili
134、ty provides for net metering,the customer typically pays for the net energy used or receives a credit against future bills at the retail rate if more energy is produced than consumed.Homeowners receive credit for the energy that the solar installation exports to the local power grid,and are reimburs
135、ed by the utility for net excess generation in some utility markets,including some of those in which we operate.Forty-four states,Puerto Rico and the District of Columbia have adopted some form of net metering law or regulation.According to the U.S.Energy Information Administration,or EIA,the total
136、number of net metered customers in the United States has grown at a CAGR of approximately 48%,from approximately 19,000 households in 2005 to approximately 437,000 households in 2013.Despite this rapid growth,in 2013 only 0.3%of all electricity consumers were engaged in some form of net metering.In
137、2014,however,net metering programs were subject to regulatory scrutiny in Arizona,California,Colorado,Nevada and Utah.Regulators in these states have considered imposing limits on the aggregate capacity of net metering generation,reducing the rate that net metering customers are paid for the power t
138、hat they deliver back to the grid and allegations that homeowners with net metered solar systems shift the costs of maintaining the electric grid onto non-solar ratepayers.Despite these considerations,regulators have generally upheld the programs in their current form,though some were subject to min
139、or modification and others,including California,Hawaii and Utah,have been designated for additional review in the next few years.Government Incentives Federal,state and local government bodies and utilities provide incentives to various parties,including owners,end users,distributors,system integrat
140、ors and manufacturers of solar energy systems to promote solar energy.These incentives come in various forms,including rebates,tax credits and other financial incentives such as system performance payments,payments for renewable energy credits associated with renewable energy generation and exclusio
141、n of solar energy systems from property tax assessments.These incentives enable us to lower the price we charge customers for energy from,and to lease,our solar energy systems,helping to catalyze customer acceptance of solar energy as an alternative to utility-provided power.The Federal government c
142、urrently offers a 30%ITC under Section 48(a)of the Internal Revenue Code for the installation of certain solar power facilities;this 30%rate continues until December 31,2016.By statute,this tax credit is scheduled to decrease to 10%on January 1,2017,and we expect the reduction in the ITC to negative
143、ly impact the availability of tax equity financing and the economics of distributed solar energy financed using tax equity structures.This scheduled reduction in the ITC will likely adversely impact growth in the distributed solar energy market.Nevertheless,decreasing system costs,combined with incr
144、easing retail utility rates,are expected to partially mitigate the impact of such reduction.In addition,industry sources have suggested that the reduction in the ITC in 2017 may be stepped down gradually over time,which we believe would further mitigate the impact of such reduction.The economics of
145、purchasing a solar energy system are also improved by eligibility for accelerated depreciation,also known as the modified accelerated cost recovery system,or MACRS,which allows for the depreciation of equipment according to an accelerated schedule established by the Internal Revenue Service.The acce
146、leration of depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.Approximately half of the states in which we operate offer a personal and/or corporate investment or production tax credit for solar energy that is
147、additive to the ITC.Further,most of the states and local jurisdictions have established property tax incentives for renewable energy systems that include exemptions,exclusions,abatements and credits.Many state governments,traditional utilities,municipal utilities and co-operative utilities offer a r
148、ebate or other cash incentive for the installation and operation of a solar energy system or energy efficiency measures.Capital costs or“up-front”rebates provide funds to solar customers or developers or systems owners such as us based on the cost,size or expected production of a customers solar ene
149、rgy system.Performance-based incentives provide cash payments to solar customers or a system owner based on the energy generated by the solar energy system during a pre-determined period.Many states also have adopted procurement requirements for renewable energy production.Thirty states and the Dist
150、rict of Columbia have adopted a renewable portfolio standard that requires regulated utilities to procure a specified percentage of total electricity delivered to customers in the state from eligible renewable energy sources,such as solar energy systems,by a specified date.To prove compliance with s
151、uch mandates,utilities usually must surrender solar renewable energy certificates,or SRECs to the applicable authority.Solar energy system owners such as our investment funds often are able to sell SRECs to utilities directly or in SREC markets.8 Workforce As of December 31,2014,we had a total workf
152、orce of 2,294,including 456 service providers in sales and marketing,589 employees in operations,1,067 employees in installation,168 employees in general and administrative and 14 employees in research and development.Our sales and marketing headcount includes 420 active direct sellers.We consider a
153、 direct sales person to be active if they completed at least four customer pre-surveys in the prior four weeks.Our operations personnel work primarily in installation,design and account management.Our general and administrative personnel work primarily in finance,business development,capital markets
154、 and human resources.None of our service providers are represented by a labor union and we consider relations with our workers to be good.Item 1A.Risk Factors.You should carefully consider the following risk factors,together with all of the other information included in this report,including the sec
155、tion of this report captioned“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our financial statements and related notes.If any of the following risks occurred,it could materially adversely affect our business,financial condition or operating results.This rep
156、ort also contains forward-looking statements that involve risks and uncertainties.Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.Risks Related to our Business We need to
157、enter into substantial additional financing arrangements to facilitate our customers access to our solar energy systems,and if financing is not available to us on acceptable terms when needed,our ability to continue to grow our business would be materially adversely impacted.Our future success depen
158、ds on our ability to raise capital from third-party investors on competitive terms to help finance the deployment of our solar energy systems.We seek to minimize our cost of capital in order to maintain the price competitiveness of the electricity produced by,or the lease payments for,our solar ener
159、gy systems.If we are unable to establish new investment funds when needed,or upon desirable terms,to enable our customers access to our solar energy systems with little to no upfront cost to them,we may be unable to finance installation of our customers systems or our cost of capital could increase,
160、either of which would have a material adverse effect on our business,financial condition,results of operations and prospects.As of February 28,2015,we had raised 13 investment funds to which investors such as banks and other large financial investors have committed to invest approximately$673 millio
161、n which will enable us to install solar energy systems of total fair market value approximating$1.6 billion.As of February 28,2015,we had remaining tax equity commitments to fund approximately 71 megawatts of future deployments,which we estimate to be sufficient to fund solar energy systems with a t
162、otal fair market value of approximately$331 million.The contract terms in certain of our investment fund documents impose conditions on our ability to draw on financing commitments from the fund investors,including if an event occurs that could reasonably be expected to have a material adverse effec
163、t on the fund or on us.If we do not satisfy such conditions due to events related to our business or a specific investment fund or developments in our industry or otherwise,and as a result we are unable to draw on existing commitments,our inability to draw on such commitments could have a material a
164、dverse effect on our business,liquidity,financial condition and prospects.To meet the capital needs of our growing business,we will need to obtain additional financing from new investors and investors with whom we currently have arrangements.If any of the financial institutions that currently provid
165、e financing decide not to invest in the future due to general market conditions,concerns about our business or prospects or any other reason,or decide to invest at levels that are inadequate to support our anticipated needs or materially change the terms under which they are willing to provide futur
166、e financing,we will need to identify new financial institutions and companies to provide financing and negotiate new financing terms.In the past,we have sometimes been unable to timely establish investment funds in accordance with our plans,due in part to the relatively limited number of investors a
167、ttracted to such types of funds,competition for such capital and the complexity associated with negotiating the agreements with respect to such funds.Delays in raising financing could cause us to delay expanding in existing markets or entering into new markets and hiring additional personnel in supp
168、ort of our planned growth.Any future delays in capital raising could similarly cause us to delay deployment of a substantial number of solar energy systems for which we have signed power purchase agreements or leases with customers.Our future ability to obtain additional financing depends on banks a
169、nd other financing sources continued confidence in our business model and the renewable energy industry as a whole.It could also be impacted by the liquidity needs of such financing sources themselves.We face intense competition from a variety of other companies,technologies and financing structures
170、 for such limited investment capital.If we are unable to continue to offer a competitive investment profile,we may lose access to these funds or they may only be available to us on terms that are less favorable than those received by our competitors.For example,if we experience higher customer defau
171、lt rates than we currently experience in our existing investment funds,this could make it more difficult or costly to attract future financing.In our experience,there are a relatively small number of investors that generate sufficient profits and possess the requisite financial sophistication that c
172、an benefit from and have significant demand for the tax benefits that our investment funds can provide.Historically,in the distributed solar energy industry,investors have 9 typically been large financial institutions and a few large,profitable corporations.Our ability to raise investment funds is l
173、imited by the relatively small number of such investors.Any inability to secure financing could lead us to cancel planned installations,could impair our ability to accept new customers and could increase our borrowing costs,any of which would have a material adverse effect on our business,financial
174、condition,results of operations and prospects.A material reduction in the retail price of traditional utility-generated electricity or electricity from other sources or other reduction in the cost of such electricity would harm our business,financial condition,results of operations and prospects.We
175、believe that a significant number of our customers decide to buy solar energy because they want to pay less for electricity than what is offered by the traditional utilities.However,distributed residential solar energy has yet to achieve broad market adoption as evidenced by the fact that distribute
176、d solar has penetrated less than 1%of its total addressable market in the U.S.residential sector.The customers decision to choose solar energy may also be affected by the cost of other renewable energy sources.Decreases in the retail prices of electricity from the traditional utilities or from other
177、 renewable energy sources would harm our ability to offer competitive pricing and could harm our business.The cost of electricity from traditional utilities could decrease as a result of:construction of new power generation plants,including plants utilizing natural gas,nuclear,coal,renewable energy
178、or other generation technologies;relief of transmission constraints that enable local centers to generate energy less expensively;reductions in the price of natural gas or other fuel sources;utility rate adjustment and customer class cost reallocation;energy conservation technologies and public init
179、iatives to reduce electricity consumption;widespread deployment of existing or development of new or lower-cost energy storage technologies that have the ability to reduce a customers average cost of electricity by shifting load to off-peak times;and development of new energy generation technologies
180、 that provide less expensive energy.A reduction in utility electricity costs would make the purchase of electricity under our power purchase agreements or the lease of our solar energy systems less economically attractive.If the cost of energy available from traditional utilities were to decrease du
181、e to any of these reasons,or other reasons,we would be at a competitive disadvantage,we may be unable to attract new customers and our growth would be limited.Electric utility industry policies and regulations may present technical,regulatory and economic barriers to the purchase and use of solar en
182、ergy systems that may significantly reduce demand for electricity from our solar energy systems.Federal,state and local government regulations and policies concerning the electric utility industry,utility rate structures,interconnection procedures,and internal policies of electric utilities,heavily
183、influence the market for electricity generation products and services.These regulations and policies often relate to electricity pricing and the interconnection of distributed electricity generation systems to the power grid.Policies and regulations that promote renewable energy and customer-sited e
184、nergy generation have been challenged by traditional utilities and questioned by those in government and others arguing for less governmental spending and involvement in the energy market.To the extent that such views are reflected in government policy,the changes in such policies and regulations co
185、uld adversely affect our results of operations,cost of capital and growth prospects.In the United States,governments and the state public service commissions that determine utility rates continuously modify these regulations and policies.These regulations and policies could result in a significant r
186、eduction in the potential demand for electricity from our solar energy systems and could deter customers from entering into contracts with us.In addition,depending on the region,electricity generated by solar energy systems competes most effectively with the most expensive retail rates for electrici
187、ty from the power grid,rather than the less expensive average price of electricity.Modifications to the utilities peak hour pricing policies or rate design,such as to a flat rate,would make our current products less competitive with the price of electricity from the power grid.For example,a shift in
188、 the timing of peak rates for utility-generated electricity to a time of day when solar energy generation is less efficient could make our solar energy system offerings less competitive and reduce demand for our offerings.In addition,since we are required to obtain interconnection permission for eac
189、h solar energy system from the local utility,changes in a local utilitys regulations,policies or interconnection process have in the past delayed and in the future could delay or prevent the completion of our solar energy systems.This in turn has delayed and in the future could delay or prevent us f
190、rom generating revenues from such solar energy systems or cause us to redeploy solar energy systems,adversely impacting our results of operations.In addition,any changes to government or internal utility regulations and policies that favor electric utilities could reduce our competitiveness and caus
191、e a significant reduction in demand for our offerings or increase our costs or the prices we charge our 10 customers.Certain jurisdictions have proposed allowing traditional utilities to assess fees on customers purchasing energy from solar energy systems or have imposed or proposed new charges or r
192、ate structures that would disproportionately impact solar energy system customers who utilize net metering,either of which would increase the cost of energy to those customers and could reduce demand for our solar energy systems.For example,California has adopted and is in the process of implementin
193、g Assembly Bill 327,which has lifted the capacity caps on net metering applicable to each utility in the state,but also allows fixed charges or minimum bills of up to$10 to be imposed on future net metering customers and allows the California Public Utilities Commission to alter the net metering rat
194、es.This may result in monthly charges being imposed on our customers in California and less favorable rates for the export of electricity by California customers.Additionally,certain utilities in Arizona have recently approved increased rates and charges for net metering customers,and in January 201
195、5,Hawaiian Electric Company proposed material changes to the net metering program on the islands of Hawaii,Oahu and Maui,which are currently being reviewed by Hawaiis Public Utilities Commission.These policy changes may be less favorable to our customers and affect demand for our solar energy system
196、s,and similar changes to net metering policies may occur in other states.It is also possible that these or other changes could be imposed on our current customers,as well as future customers.Due to the concentration of our solar energy systems in states such as California and Hawaii and expected con
197、tinued concentration of our business in California,any such changes in these markets would be particularly harmful to our reputation,customer relations,business,results of operations and future growth in these areas.We may be similarly adversely affected if our business becomes concentrated in other
198、 jurisdictions.Our business currently depends on the availability of rebates,tax credits and other financial incentives.The expiration,elimination or reduction of these rebates,credits or incentives could adversely impact our business.Federal,state and local government and regulatory bodies provide
199、for tariff structures and incentives to various parties including owners,end users,distributors,system integrators and manufacturers of solar energy systems to promote solar energy in various forms,including rebates,tax credits and other financial incentives such as system performance payments,renew
200、able energy credits associated with renewable energy generation,exclusion of solar energy systems from property tax assessments and net metering.We rely on these governmental and regulatory programs to finance solar energy system installations,which enables us to lower the price we charge customers
201、for energy from,and to lease,our solar energy systems,helping to catalyze customer acceptance of solar energy with those customers as an alternative to utility-provided power.However,these programs may expire on a particular date,end when the allocated funding is exhausted or be reduced or terminate
202、d as solar energy adoption rates increase.These reductions or terminations often occur without warning.In addition,the financial value of certain incentives decreases over time.For example,the value of solar renewable energy certificates,or SRECs,in a market tends to decrease over time as the supply
203、 of SREC-producing solar energy systems installed in that market increases.If we overestimate the future value of these incentives,it could adversely impact our financial results.The federal government currently offers a 30%investment tax credit,or the ITC,under Section 48(a)of the Internal Revenue
204、Code for the installation of certain solar power facilities;the 30%rate continues until December 31,2016.By statute,the ITC is scheduled to decrease to 10%of the fair market value of a solar energy system on January 1,2017,and the amounts that fund investors are willing to invest could decrease or w
205、e may be required to provide a larger allocation of customer payments to the fund investors as a result of this scheduled decrease.To the extent we have a reduced ability to raise investment funds as a result of this reduction,the rate of growth of installations of our residential solar energy syste
206、ms would be negatively impacted.The ITC has been a significant driver of the financing supporting the adoption of residential solar energy systems in the United States and its scheduled reduction beginning in 2017,unless modified by an intervening change in law,will significantly impact the attracti
207、veness of solar to these investors and could potentially harm our business.In addition,as we approach the scheduled decrease in the ITC,delays in obtaining interconnection approval from the local utility as a result of changes to regulations,policies or interconnection process or other reasons may r
208、esult in the loss of our ability to obtain the higher 30%ITC for systems installed in the months and weeks approaching the end of 2016,which would be harmful to our business.Applicable authorities may adjust or decrease incentives from time to time or include provisions for minimum domestic content
209、requirements or other requirements to qualify for these incentives.Reductions in,eliminations or expirations of or additional application requirements for,governmental incentives could adversely impact our results of operations and ability to compete in our industry by increasing our cost of capital
210、,causing us to increase the prices of our energy and solar energy systems and reducing the size of our addressable market.In addition,this would adversely impact our ability to attract investment partners and to form new investment funds and our ability to offer attractive financing to prospective c
211、ustomers.We rely on net metering and related policies to offer competitive pricing to our customers in all of our current markets,and changes to net metering policies may significantly reduce demand for electricity from our solar energy systems.Our business benefits significantly from favorable net
212、metering policies in states in which we operate.Net metering allows a homeowner to pay his or her local electric utility only for their power usage net of production from the solar energy system,transforming the conventional relationship between customers and traditional utilities.Homeowners receive
213、 credit for the energy that the solar installation generates in excess of that needed by the home to offset energy usage at times when the solar installation is not 11 generating energy.In states that provide for net metering,the customer typically pays for the net energy used or receives a credit a
214、gainst future bills at the retail rate if more energy is produced by the solar installation than consumed.In some states and utility territories,customers are also reimbursed by the electric utility for net excess generation on a periodic basis.Forty-four states,Puerto Rico and the District of Colum
215、bia have adopted some form of net metering.Each of the states where we currently serve customers has adopted some form of a net metering policy.In recent years,net metering programs have been subject to regulatory scrutiny in some states,such as Arizona,California,Colorado,Hawaii and Utah.Generally,
216、the programs have been upheld in their current form,though some were subject to minor modification and others,including Arizona,California and Hawaii,are undergoing additional regulatory review.In California,for example,the current net metering rules,as applied to the states three large investor-own
217、ed utilities(San Diego Gas and Electric Company,Southern California Edison Company and Pacific Gas and Electric Company),would generally be grandfathered for a period of 20 years,but only for systems installed prior to the earlier of July 1,2017 or the date the applicable utility reaches its statuto
218、ry net metering cap.This net metering cap is measured based on the nameplate capacity of net metered systems within the applicable utilitys service territory.Currently,the net metering caps for the three large investor-owned utilities are:607 megawatts for San Diego Gas and Electric Company;2,240 me
219、gawatts for Southern California Edison Company;and 2,409 megawatts for Pacific Gas and Electric Company.Once the net metering cap is reached for one of the three investor-owned utilities,customers of that utility seeking to net meter will be required to take service under the new net metering tariff
220、.As reflected in their most recent reports required by statute,these investor-owned utilities have approximately 37%,55%and 42%of capacity remaining under their respective net metering caps.The statute providing the current caps also provides that,once the new net metering rules are effective,there
221、will be no net metering caps applied to these utilities.If net metering caps in certain jurisdictions are reached while they are still in effect,if the value of the credit that customers receive for net metering is significantly reduced,if utility rate structures are altered,or if fees are imposed o
222、n net metering customers,future customers may be unable to recognize the same level of cost savings associated with net metering that current customers enjoy.The absence of favorable net metering policies or of net metering entirely,or the imposition of new charges that only or disproportionately im
223、pact customers that use net metering would significantly limit customer demand for our solar energy systems and the electricity they generate and could adversely impact our business,results of operations and future growth.Technical and regulatory limitations may significantly reduce our ability to s
224、ell electricity from our solar energy systems in certain markets.Technical and regulatory limits may curb our growth in certain key markets.For example,the Federal Energy Regulatory Commission,in promulgating the first form small generator interconnection procedures,recommended limiting customer-sit
225、ed intermittent generation resources,such as our solar energy systems,to a certain percentage of peak load on a given electrical feeder circuit.Similar limits have been adopted by many states as a de facto standard and could constrain our ability to market to customers in certain geographic areas wh
226、ere the concentration of solar installations exceeds this limit.For example,Hawaiian electric utilities have adopted certain policies that limit distributed electricity generation in parts of their service territories.While these limits have constrained our growth in Hawaii,legislative and regulator
227、y developments in Hawaii have generally allowed distributed electricity generation penetration beyond the electric utility imposed limitations.Future revisions,however,could result in limitations on deployment of solar energy systems in Hawaii,which in 2014,accounted for approximately 4%of our total
228、 installations,and 2%of our fourth quarter installations,and such limitations would negatively impact our business.Furthermore,in certain areas,we benefit from policies that allow for expedited or simplified procedures related to connecting solar energy systems to the power grid.If such procedures a
229、re changed or cease to be available,our ability to sell the electricity generated by solar energy systems we install may be adversely impacted.As adoption of solar distributed generation rises along with the commercial operation of utility scale solar generation in key markets such as California,the
230、 amount of solar energy being fed into the power grid will surpass the amount planned for relative to the amount of aggregate demand.Some traditional utilities claim that in less than five years,solar generation resources may reach a level capable of producing an over-generation situation,which may
231、require some solar generation resources to be curtailed to maintain operation of the grid.While the prospect of such curtailment is somewhat speculative,the adverse effects of such curtailment without compensation could adversely impact our business,results of operations and future growth.We are not
232、 currently regulated as an electric utility under applicable law,but we may be subject to regulation as an electric utility in the future.We are not regulated as an electric utility in any of the markets in which we currently operate.As a result,we are not subject to the various federal,state and lo
233、cal standards,restrictions and regulatory requirements applicable to traditional utilities.Any federal,state,or local regulations that cause us to be treated as an electric utility,or to otherwise be subject to a similar regulatory regime of commission-approved operating tariffs,rate limitations,and
234、 related mandatory provisions,could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting,restricting or otherwise regulating our sale of electricity.If we were subject to the same state or federal regulatory authorities as public electric
235、 utilities in the United States or if new regulatory bodies were established to oversee our business in the United States,then our operating costs would materially increase.12 Our business depends in part on the regulatory treatment of third-party owned solar energy systems.Retail sales of electrici
236、ty by non-utilities such as us face regulatory hurdles in some states and jurisdictions,including states and jurisdictions that we intend to enter where the laws and regulatory policies have not historically embraced competition to the service provided by the incumbent,vertically integrated electric
237、 utility.Some of the principal challenges pertain to whether non-customer owned systems qualify for the same levels of rebates or other non-tax incentives available for customer-owned solar energy systems,whether third-party owned systems are eligible at all for these incentives and whether third-pa
238、rty owned systems are eligible for net metering and the associated significant cost savings.Furthermore,in some states and utility territories third parties are limited in the way that they may deliver solar to their customers.In jurisdictions such as Arizona,the District of Columbia,Florida,Georgia
239、,Kentucky,North Carolina and Utah and in Los Angeles,California,laws have been interpreted to prohibit the sale of electricity pursuant to our standard power purchase agreement,leading residential solar energy system providers to use leases in lieu of power purchase agreements.Changes in law,reducti
240、ons in,eliminations of or additional application requirements for,these benefits could reduce demand for our systems,adversely impact our access to capital and could cause us to increase the price we charge our customers for energy.If the Internal Revenue Service or the U.S.Treasury Department makes
241、 a determination that the fair market value of our solar energy systems is materially lower than what we have reported in our fund tax returns or cash grant applications,we may have to pay significant amounts to our investment funds,to our fund investors and/or the U.S.government.Such determinations
242、 could have a material adverse effect on our business,financial condition and prospects.We report in our fund tax returns and we and our fund investors claim the ITC based on the fair market value of our solar energy systems.While we are not aware of any audits or results of audits related to our ap
243、praisals or fair market value determinations of any of our investment funds by the Internal Revenue Service,or IRS,scrutiny with respect to fair market value determinations has increased industry-wide in recent years.If as part of an examination the IRS were to review the fair market value that we u
244、sed to establish our basis for claiming ITCs and determine that the ITCs previously claimed should be reduced,we would owe certain of our investment funds or our fund investors an amount equal to 30%of the investors share of the difference between the fair market value used to establish our basis fo
245、r claiming ITCs and the adjusted fair market value determined by the IRS,plus any costs and expenses associated with a challenge to that fair market value,plus a gross up to pay for additional taxes.We could also be subject to tax liabilities,including interest and penalties based on our share of cl
246、aimed ITCs.To date,we have not been required to make such payments under any of our investment funds.Solar energy systems that began construction or satisfied a safe harbor by incurring eligible project costs prior to the end of 2011 were eligible to receive a 30%federal cash grant paid by the U.S.T
247、reasury Department under Section 1603 of the“American Recovery and Reinvestment Act of 2009,”or the U.S.Treasury grant.Separate from the IRS fair market value determination for purposes of ITCs,the U.S.Treasury Department has issued subpoenas related to its cash grant program and reviewed the fair m
248、arket value determinations of a number of other significant participants in residential solar investment funds.Although we were not a target of this investigation,after discussions with the U.S.Treasury Department in early 2013,we accepted approximately$2.5 million less in cash grant payments than w
249、e had originally anticipated,a reduction of approximately 12%,which reduction affected a single investment fund.Although we were not obligated to make any payments to the investor in such fund,this resulted in a reduction of the fund investors overall investment by approximately$1.0 million.We had n
250、o other existing cash grant investment funds as of December 31,2014,but if we were to enter into such funds in the future we may be required to engage in further discussions with,or otherwise be subject to investigation by,the U.S.Treasury Department in relation to applications for cash grants made
251、by such funds.Our ability to provide solar energy systems to customers on an economically viable basis depends on our ability to finance these systems with fund investors who require particular tax and other benefits.Substantially all of our solar energy systems installed to date have been eligible
252、for ITCs or U.S.Treasury grants,as well as accelerated depreciation benefits.We have relied on,and will continue to rely on,financing structures that monetize a substantial portion of those benefits and provide financing for our solar energy systems.If,for any reason,we were unable to continue to mo
253、netize those benefits through these arrangements,we may be unable to provide solar energy systems for new customers and maintain solar energy systems for new and existing customers on an economically viable basis.The availability of this tax-advantaged financing depends upon many factors,including:o
254、ur ability to compete with other renewable energy companies for the limited number of potential investment fund investors,each of which has limited funds and limited appetite for the tax benefits associated with these financings;the state of financial and credit markets;changes in the legal or tax r
255、isks associated with these financings;and non-renewal of these incentives or decreases in the associated benefits.13 Solar energy system owners are currently allowed to claim the ITC that is equal to 30%of the systems eligible tax basis,which is generally the fair market value of the system.By statu
256、te,the ITC is scheduled to decrease to 10%on January 1,2017.Moreover,potential fund investors must remain satisfied that the structures we offer qualify for the tax benefits associated with solar energy systems available to these investors,which depends both on the investors assessment of tax law an
257、d the absence of any unfavorable interpretations of that law.Changes in existing law and interpretations by the IRS and the courts could reduce the willingness of fund investors to invest in funds associated with these solar energy system investments.We cannot assure you that this type of financing
258、will be available to us.Alternatively,new investment fund structures or other financing mechanisms may become available,and if we are unable to take advantage of these fund structures and financing mechanisms it may place us at a competitive disadvantage.If,for any reason,we are unable to finance so
259、lar energy systems through tax-advantaged structures or if we are unable to realize or monetize depreciation benefits,or if we are otherwise unable to structure investment funds in ways that are both attractive to investors and allow us to provide desirable pricing to customers,we may no longer be a
260、ble to provide solar energy systems to new customers on an economically viable basis.This would have a material adverse effect on our business,financial condition,results of operations and prospects.Rising interest rates could adversely impact our business.Changes in interest rates could have an adv
261、erse impact on our business by increasing our cost of capital.For example,rising interest rates would increase our cost of capital and may negatively impact our ability to secure financing on favorable terms needed to build our solar energy systems.The majority of our cash flows to date have been fr
262、om customer contracts that have been partially monetized under various investment fund structures.One of the components of this monetization is the present value of the payment streams from the customers who enter into these contracts.If the rate of return required by the fund investor rises as a re
263、sult of a rise in interest rates,the present value of the customer payment stream and the total value that we are able to derive from monetizing the payment stream will each be reduced.Interest rates are at historically low levels,partially as a result of intervention by the U.S.Federal Reserve.The
264、Federal Reserve has taken actions to taper off this intervention,and should these actions continue,it is likely that interest rates will rise in 2015,which would cause our costs of capital to increase and could impede our ability to secure financing.Rising interest rates could harm our business and
265、financial condition.Our investment funds contain arrangements which provide for priority distributions to fund investors until they receive their targeted rates of return.In addition,under the terms of certain of our investment funds,we may be required to make payments to the fund investors if certa
266、in tax benefits that are allocated to such fund investors are not realized as expected.Our financial condition may be adversely impacted if a fund is required to make these priority distributions for a longer period than anticipated to achieve the fund investors targeted rates of return or if we are
267、 required to make any tax-related payments.Our fund investors expect returns partially in the form of cash and,to enable such returns,our investment funds contain terms that contractually require the funds to make priority distributions to the fund investor,to the extent cash is available,until it a
268、chieves its targeted rate of return.The amounts of potential future distributions under these arrangements depends on the amounts and timing of receipt of cash flows into the investment fund,almost all of which is generated from customer payments related to solar energy systems that have been previo
269、usly purchased(or leased,as applicable)by such fund.If such cash flows are lower than expected,the priority distributions to the investor may continue for longer than initially anticipated.Additionally,certain of our investment funds require that,under certain circumstances,we forego distributions f
270、rom the fund that we are otherwise contractually entitled to so that such distributions can be redirected to the fund investor until it achieves the targeted return.Our fund investors also expect returns partially in the form of tax benefits and,to enable such returns,our investment funds contain te
271、rms that contractually require us to make payments to the funds that are then used to make payments to the fund investor in certain circumstances so that the fund investor receives value equivalent to the tax benefits it expected to receive when entering into the transaction.The amounts of potential
272、 tax payments under these arrangements depend on the tax benefits that accrue to such investors from the funds activities.Due to uncertainties associated with estimating the timing and amounts of these cash distributions and allocations of tax benefits to such investors,we cannot determine the poten
273、tial maximum future impact on our cash flows or payments that we could have to make under these arrangements.We may agree to similar terms in the future if market conditions require it.Any significant payments that we may be required to make or distributions to us that are reduced or diverted as a r
274、esult of these arrangements could adversely affect our financial condition.We may incur substantially more debt or take other actions that could restrict our ability to pursue our business strategies.In September 2014,we entered into an aggregation credit facility,which was subsequently amended in F
275、ebruary 2015,pursuant to which we may borrow up to an aggregate of$375.0 million and,upon the satisfaction of certain conditions and the approval of the 14 lenders,up to an aggregate of$175.0 million in additional borrowings.In addition,in March 2015,we entered into a revolving credit facility pursu
276、ant to which we may borrow up to an aggregate of$131.0 million and,upon the satisfaction of certain conditions and the approval of the lenders,we may increase the aggregate amount of the revolving credit facility to$150.0 million.These credit facilities restrict our ability to dispose of assets,incu
277、r indebtedness,incur liens,pay dividends or make other distributions to holders of our capital stock,repurchase our capital stock,make specified investments or engage in transactions with our affiliates.We and our subsidiaries may incur substantial additional debt in the future and any debt instrume
278、nt we enter into in the future may contain similar restrictions.In addition,certain of our affiliates,including our sister company Vivint Inc.,or Vivint,are and may in the future be restricted in engaging in transactions with us pursuant to the terms of the instruments governing indebtedness incurre
279、d by them.These restrictions could inhibit our ability to pursue our business strategies.Furthermore,if we default on one of our debt instruments,and such event of default is not cured or waived,the lenders could terminate commitments to lend and cause all amounts outstanding with respect to the deb
280、t to be due and payable immediately,which in turn could result in cross acceleration under other debt instruments.Our assets and cash flow may not be sufficient to fully repay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon a default.
281、Furthermore,there is no assurance that we will be able to enter into new debt instruments on acceptable terms.If we are unable to satisfy financial covenants and other terms under existing or new instruments or obtain waivers or forbearance from our lenders or if we are unable to obtain refinancing
282、or new financings for our working capital,equipment and other needs on acceptable terms if and when needed,our business would be adversely affected.Our business is concentrated in certain markets,putting us at risk of region specific disruptions.As of December 31,2014,approximately 48%and 10%of our
283、cumulative installations were in California and Hawaii,and 22 of our 39 offices were located in these states.In addition,we expect future growth to occur in California,which could further concentrate our customer base and operational infrastructure.Accordingly,our business and results of operations
284、are particularly susceptible to adverse economic,regulatory,political,weather and other conditions in such markets and in other markets that may become similarly concentrated.It is difficult to evaluate our business and prospects due to our limited operating history.Since our formation in 2011,we ha
285、ve focused our efforts exclusively on the sales,financing,engineering,installation,maintenance and monitoring of solar energy systems for residential customers.We may be unsuccessful in significantly broadening our customer base through installation of solar energy systems within our current markets
286、 or in new markets we may enter.Our limited operating history,combined with the rapidly evolving and competitive nature of our industry,may not provide an adequate basis for you to evaluate our operating and financial results and business prospects.In addition,we have limited insight into emerging t
287、rends that may adversely impact our business,prospects and operating results.Additionally,due to our limited operating history,we do not have empirical evidence of the effect of our systems on the resale value of our customers houses.Due to the length of our customer contracts,the system deployed on
288、 a customers roof may be outdated prior to the expiration of the term of the customer contract reducing the likelihood of renewal of our contracts at the end of the 20-year term,and possibly increasing the occurrence of defaults.This could have an adverse effect on our business,financial condition,r
289、esults of operations and cash flow.As a result,our limited operating history may impair our ability to accurately forecast our future performance and to invest accordingly.We have identified a material weakness in our internal control over financial reporting relating to inadequate financial stateme
290、nt preparation and review procedures in connection with the preparation of our consolidated financial statements that resulted in the restatement of certain of our financial statements,and we may identify material weaknesses in the future.In connection with the preparation,audits and interim reviews
291、 of our consolidated financial statements,we and our independent registered public accounting firm identified a material weakness in internal control over financial reporting.This material weakness was further evidenced by errors discovered during the preparation and review of our consolidated finan
292、cial statements as of and for the six months ended June 30,2014 which resulted in the restatement of our consolidated financial statements as of and for the year ended December 31,2013 and as of and for the three months ended March 31,2014.These errors included,but were not limited to:(1)incorrectly
293、 accounting for income taxes,(2)incorrect inputs in the hypothetical liquidation at book value,or HLBV,method of attributing net income or loss to non-controlling interests and redeemable non-controlling interests and(3)the incorrect classification of paid-in-kind interest in our statement of cash f
294、lows.Under standards established by the Public Company Accounting Oversight Board,a material weakness is a deficiency or combination of deficiencies in internal control over financial reporting,such that there is a reasonable possibility that a material misstatement of our annual or interim financia
295、l statements will not be prevented or detected and corrected on a timely basis.This material weakness resulted from several control deficiencies.15 Specifically and in addition to the errors that resulted in the restatement discussed above,we and our independent registered public accounting firm ide
296、ntified a number of material errors and other audit adjustments and determined that we did not design and implement sufficient controls and processes and did not have a sufficient number of qualified accounting and finance personnel.Additionally,the nature of our investment funds increases the compl
297、exity of our accounting for the allocation of net income(loss)between our stockholders and non-controlling interests under the HLBV method and the calculation of our tax provision.As we enter into additional investment funds,which may have contractual provisions different from those of our existing
298、funds,the calculation under the HLBV method and the calculation of our tax provision could become increasingly complicated.This additional complexity could increase the chance that we experience additional errors in the future,particularly because we have a material weakness in internal controls.In
299、addition,our need to devote our resources to addressing this complexity could delay or prolong our remediation efforts and thereby prolong the existence of the material weakness.As a result,we and our independent registered public accounting firm determined that we did not have adequate procedures a
300、nd controls and adequate personnel to ensure that accurate financial statements could be prepared on a timely basis.To remediate this material weakness and to prevent future material weaknesses,we believe that we must continue to add qualified accounting,finance and tax personnel,formalize and imple
301、ment written policies and procedures for the review of account analyses,tax provisions,reconciliations and journal entries,and implement and improve systems to automate certain financial reporting processes and to improve efficiency and accuracy.We have begun taking numerous steps and plan to take a
302、dditional steps to remediate the underlying causes of the material weakness.The actions that we are taking are subject to ongoing senior management review as well as audit committee oversight.We cannot estimate how long it will take to remediate the material weakness,and our initiatives may not prov
303、e to be successful in remediating this material weakness.If in future periods we determine that this material weakness has not been remediated or we identify other material weaknesses in internal control over financial reporting,we will be unable to assert that our internal control over financial re
304、porting is effective,which could result in the loss of investor confidence.In addition,to date,the audit of our consolidated financial statements by our independent registered public accounting firm has included a consideration of internal control over financial reporting as a basis of designing the
305、ir audit procedures,but not for the purpose of expressing an opinion on the effectiveness of our internal controls over financial reporting.When we cease to be an emerging growth company we will be required to have our independent registered accounting firm perform such an evaluation,and additional
306、material weaknesses or other control deficiencies may be identified.If we are unable to successfully remediate our current material weakness or avoid or remediate any future material weakness,our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock
307、exchange listing requirements.We have incurred operating losses and may be unable to achieve or sustain profitability in the future.We have incurred operating losses since our inception.We incurred net losses of$165.9 million and$56.5 million for the years ended December 31,2014 and 2013.We expect t
308、o continue to incur net losses from operations as we increase our spending to finance the expansion of our operations,expand our installation,engineering,administrative,sales and marketing staffs,and implement internal systems and infrastructure to support our growth.In addition,as a public company,
309、we will incur significant additional legal,accounting and other expenses that we did not incur as a private company.We do not know whether our revenue will grow rapidly enough to absorb these costs,and our limited operating history makes it difficult to assess the extent of these expenses or their i
310、mpact on our operating results.Our ability to achieve profitability depends on a number of factors,including:growing our customer base;finding investors willing to invest in our investment funds;maintaining and further lowering our cost of capital;reducing the cost of components for our solar energy
311、 systems;and reducing our operating costs by optimizing our sales,design and installation processes and supply chain logistics.Even if we do achieve profitability,we may be unable to sustain or increase our profitability in the future.Substantially all of our business is conducted primarily using on
312、e channel,direct-selling.While we are in the process of evaluating different distribution channels,currently substantially all of our business is conducted using direct-selling.We compete against companies that sell solar energy systems to customers through a number of distribution channels,includin
313、g homebuilders,home improvement stores,large construction,electrical and roofing companies and other third 16 parties and companies that access customers through relationships with third parties in addition to other direct-selling companies.This single distribution channel may place us at a disadvan
314、tage with consumers who prefer to purchase products through these other distribution channels.Additionally,we are vulnerable to changes in laws related to direct marketing as regulations have limited unsolicited residential sales calls and may impose additional restrictions.If additional laws affect
315、ing direct marketing are passed in the markets in which we operate,it would take time to train our sales force to comply with such laws,and we may be exposed to fines or other penalties for violations of such laws.If we fail to compete effectively through our direct-selling efforts or are not succes
316、sful in executing our strategy to sell our solar energy systems through other channels,our financial condition,results of operations and growth prospects will be adversely affected.We are highly dependent on our ability to attract,train and retain an effective sales force.The success of our direct-s
317、elling channel efforts depends upon the recruitment,retention and motivation of a large number of sales personnel to compensate for a high turnover rate among sales personnel,which is a common characteristic of a direct-selling business.In order to grow our business,we need to recruit,train and reta
318、in sales personnel on a continuing basis.Historically,we have recruited a large portion of our sales personnel from our sister company,Vivint,particularly in California,where a significant portion of our business is concentrated.Pursuant to a non-competition agreement entered into in connection with
319、 our initial public offering,we and Vivint have agreed not to solicit for employment any of the others employees who primarily manage sales,installation or servicing of the others products and services.The commitment not to solicit those employees lasts for 180 days after the employee finishes emplo
320、yment with us or Vivint.In the future,we will need to recruit greater numbers of our sales personnel from other sources and we may be unable to successfully do so.Sales personnel are attracted to direct-selling by competitive earnings opportunities and so direct-sellers typically compete for sales p
321、ersonnel by providing a more competitive earnings opportunity than that offered by the competition.Competitors devote substantial effort to determining the effectiveness of such incentives so that they can invest in incentives that are the most cost effective or produce the best return on incentive.
322、For example,we have historically compensated our sales personnel on a commission basis,based on the size of the solar energy systems they sell.Some sales personnel may prefer a compensation structure that also includes a salary and equity incentive component.We may need to adjust our compensation mo
323、del to include such components,and these adjustments could adversely impact our operating results and financial performance.In addition to our sales compensation model,our ability to recruit,train and retain effective sales personnel could be harmed by additional factors,including:any adverse public
324、ity regarding us,our solar energy systems,our distribution channel or our industry;lack of interest in,or the technical failure of,our solar energy systems;lack of a compelling product or income opportunity that generates interest for potential new sales personnel,or perception that other product or
325、 income opportunities are more attractive;any negative public perception of our sales personnel and direct-selling businesses in general;any regulatory actions or charges against us or others in our industry;general economic and business conditions;and potential saturation or maturity levels in a gi
326、ven market which could negatively impact our ability to attract and retain sales personnel in such market.We are subject to significant competition for the recruitment of sales personnel from other direct-selling companies and from other companies that sell solar energy systems in particular.Further
327、more,the regional and district managers of our sales personnel are instrumental in recruiting,retaining and motivating our sales personnel.From time to time,when managers have elected to leave us and join other companies,the sales personnel they supervise have left with them.We expect to experience
328、similar attrition in our sales personnel in the future which may impact our results of operations and growth.The impact of such attrition could be particularly acute in those jurisdictions,such as California,where contractual non-competition agreements for service providers are not enforceable or su
329、bject to significant limitations.It is therefore continually necessary to innovate and enhance our direct-selling and service model as well as to recruit and retain new sales personnel.If we are unable to do so,our business will be adversely affected.A failure to hire and retain a sufficient number
330、of employees in key functions would constrain our growth and our ability to timely complete our customers projects.To support our growth,we need to hire,train,deploy,manage and retain a substantial number of skilled installers and electricians in the relevant markets.Competition for qualified person
331、nel in our industry is increasing,particularly for skilled electricians and other personnel involved in the installation of solar energy systems.We also compete with the homebuilding and 17 construction industries for skilled labor.As these industries seek to hire additional workers,our cost of labo
332、r may increase.Historically,we compensated our installers and electricians based on the number of solar energy systems they install.Companies with whom we compete to hire installers may offer an hourly rate or equity incentive component,which certain installers may prefer.We periodically assess the
333、compensation policies for our service providers,including our installers and electricians,and expect to decide to compensate them on the basis of an hourly rate and productivity incentives.Our installers and electricians may not react well to any such change which in turn could adversely affect retention,motivation and productivity.Furthermore,trained installers are typically able to more efficien
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