| Schedule of business acquisitions |
The calculation of the purchase price is as follows (in thousands, except for share, per share and ratio amounts):
|
|
|
|
|
|
|
|
|
| Vivint Solar outstanding common stock at October 8, 2020 |
|
126,313,816 |
|
| Exchange ratio |
|
0.55 |
|
| Number of Sunrun shares issued |
|
69,472,599 |
|
| Per share price of Sunrun common stock at October 8, 2020 |
|
$ |
70.54 |
|
| Fair value of Sunrun common stock issued |
|
4,900,597 |
|
| Fair value of replacement Sunrun stock options and restricted stock units |
|
136,919 |
|
| Purchase price |
|
$ |
5,037,516 |
|
|
| Schedule of identifiable tangible and intangible assets acquired and liabilities assumed |
The following table sets forth the purchase accounting for Vivint Solar’s identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands):
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|
|
|
|
|
|
|
|
| Assets acquired: |
|
|
| Cash and cash equivalents |
|
$ |
433,217 |
|
| Accounts receivable |
|
29,207 |
|
| Inventories |
|
70,028 |
|
| Solar energy systems |
|
2,979,304 |
|
| Property and equipment |
|
19,308 |
|
| Intangible assets |
|
3,900 |
|
| Restricted cash, current and non-current |
|
104,025 |
|
| Prepaid expenses and other assets, current and non-current |
|
110,402 |
|
| Total assets acquired |
|
3,749,391 |
|
| Liabilities assumed: |
|
|
| Accrued liabilities, accounts payable and distributions payable |
|
177,092 |
|
| Finance lease obligations, current and non-current |
|
8,408 |
|
| Deferred revenue, current and long-term |
|
32,604 |
|
| Debt, current and long-term |
|
2,191,831 |
|
| Pass-through financing obligation, current and non-current |
|
4,759 |
|
| Long-term deferred tax liability |
|
92,792 |
|
| Other long-term liabilities |
|
101,764 |
|
| Total liabilities assumed |
|
2,609,250 |
|
| Net assets acquired, excluding goodwill |
|
1,140,141 |
|
| Redeemable non-controlling interests in subsidiaries |
|
58,300 |
|
| Non-controlling interests in subsidiaries |
|
229,400 |
|
| Total other |
|
287,700 |
|
| Total preliminary estimated purchase price |
|
5,037,516 |
|
| Goodwill |
|
$ |
4,185,075 |
|
|
| Schedule of unaudited pro forma |
The following table shows selected unaudited pro forma condensed combined total revenue and earnings of the Company after giving effect to the Merger. The selected unaudited pro forma condensed combined total revenue and earnings for the twelve months ended December 31, 2020 and 2019 give effect to the Merger if it occurred on January 1, 2019, the first day of the Company’s 2019 fiscal year (in thousands).
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2020 |
|
2019 |
| Total revenues |
|
$ |
1,234,352 |
|
|
$ |
1,198,759 |
|
| Net loss |
|
$ |
(971,554) |
|
|
$ |
(886,774) |
|
|