XML 77 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
ACQUISITIONS
12 Months Ended
Dec. 31, 2014
ACQUISITIONS  
ACQUISITIONS

 

3. ACQUISITIONS

        On December 24, 2014, the Company acquired substantially all of the assets of Green Lake Capital, LLC and certain of its affiliates (collectively, "Green Lake"), an owner and operator of commercial distributed generation solar power systems in Massachusetts, California and New Jersey (the "Ahana Acquisition"). The Company acquired these assets as part of a total transaction valued at approximately $117.7 million which is comprised of approximately $78.8 million of cash consideration and the assumption of $38.9 million of debt. The acquisition was performed through the Company's newly formed subsidiary, Ahana Renewables, LLC ("Ahana Renewables"). Certain subsidiaries of Ahana Renewables have been partially capitalized by a third-party tax equity investor. Profits and losses of these subsidiaries will be allocated 99% to the tax equity investor and 1% to the Company up until a certain date (the "Flip Date"), which is the later of a) the five-year anniversary of the placed in service date for the solar assets owned by the subsidiary or, b) the date that the tax equity investor receives a certain return on their original investment in that subsidiary. This date occurs approximate 2 - 4 years from the acquisition date. After the Flip Date, profits and losses of these subsidiaries will be allocated 5% to the tax equity investor and 95% to the Company, and Ahana Renewables has the option to buy-out the non-controlling interests at 10 - 15% of their initial contribution to Green Lake.

        The Ahana Acquisition was accounted for using the purchase method, and Ahana Renewables' results of operations since December 24, 2014 have been included in the Company's new Renewable Energy segment as reported in Note 16. The total purchase consideration of $78.8 million cash was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition as determined by management. The table below represents the preliminary assessment of the total acquisition cost to the net assets of Ahana Renewables based on their acquisition date fair values:

                                                                                                                                                                                    

Total consideration

 

$

78,782

 

​  

​  

​  

​  

​  

Purchase price allocation:

 

 

 

 

Cash

 

 

6,571

 

Other current assets

 

 

2,011

 

Plant and equipment

 

 

111,446

 

Restricted Cash

 

 

5,884

 

Current liabilities

 

 

(853

)

Long-Term debt

 

 

(38,877

)

Non-controlling interests

 

 

(7,400

)

​  

​  

Net assets acquired

 

 

78,782

 

​  

​  

        The non-controlling interests were valued using an income approach which included the estimated cash flows to the non-controlling interests in the form of distributions and buy-outs. The cash flows were tax affected using a weighted average tax rate of 40% and were discounted at a rate of 11.75% to determine their acquisition date fair value.

        The acquired plant and equipment is comprised of the commercial distributed solar power systems and was valued using an income approach. The assets were assigned an economic life of 25 years, and expected income from the assets was based forecast production and the related sale of energy and solar renewable energy credits, forecast operating expenses, net working capital requirements and tax expense from cash flows and benefits from depreciation of the acquired assets. Cash flows were discounted at an approximate 8% discount rate to determine the plant and equipment acquisition date fair value.

        For the year ended December 31, 2014, the Ahana Acquisition accounted for $0.4 million of the Company's revenue and $2.5 million of the Company's transaction-related charges pertaining to legal, accounting and consulting services. If the acquisition had occurred at the beginning of the current financial reporting period, its impact on the historical revenue and earnings of the Company would not be material.