Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 11, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VVNT | ||
Entity Registrant Name | Vivint Smart Home, Inc. | ||
Entity Central Index Key | 0001713952 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Address, State or Province | UT | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Entity Public Float | $ 351,900,000 | ||
Entity Common Stock, Shares Outstanding | 177,862,355 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | VVNT WS | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 682,940 | $ 892,518 |
Prepaid expenses | 217,809 | 112,675 |
Total current assets | 900,749 | 1,005,193 |
Cash and investments held in Trust Account | 355,032,480 | 350,437,823 |
Total assets | 355,933,229 | 351,443,016 |
Current liabilities: | ||
Accounts payable | 75,108 | 8,735 |
Accrued expenses | 61,194 | |
Accrued expenses - related parties | 48,002 | 37,530 |
Franchise tax payable | 200,000 | 5,480 |
Income tax payable | 44,449 | |
Total current liabilities | 384,304 | 96,194 |
Deferred underwriting commissions | 6,071,544 | 12,075,000 |
Total liabilities | 6,455,848 | 12,171,194 |
Commitments | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2019 and 2018, respectively | ||
Additional paid-in capital | ||
Retained earnings | 4,999,143 | 4,999,032 |
Total stockholders' equity | 5,000,011 | 5,000,002 |
Total Liabilities and Stockholders' Equity | 355,933,229 | 351,443,016 |
Class A Common Stock [Member] | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 33,847,392 and 33,427,182 shares subject to possible redemption at December 31, 2019 and 2018, respectively | 344,477,370 | 334,271,820 |
Stockholders' Equity: | ||
Common stock value | 5 | 107 |
Total stockholders' equity | 5 | 107 |
Class F Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock value | 863 | 863 |
Total stockholders' equity | $ 863 | $ 863 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Class A common stock, par value | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 34,447,737 | 33,427,182 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 52,263 | 1,072,818 |
Common stock, shares outstanding | 52,263 | 1,072,818 |
Class F Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General and administrative expenses | $ 1,319,573 | $ 871,091 |
Franchise tax expense | 194,746 | 5,480 |
Loss from operations | (1,514,319) | (876,571) |
Interest income | 7,184,341 | 6,187,823 |
Income before income tax expense | 5,670,022 | 5,311,252 |
Income tax expense | 1,467,919 | 44,450 |
Net income | 4,202,103 | 5,266,802 |
Class A Common Stock [Member] | ||
Interest income | $ 7,200,000 | $ 6,200,000 |
Weighted average shares outstanding | 34,500,000 | 34,500,000 |
Basic and diluted net loss per share, Class F | $ 0.14 | $ 0.16 |
Class F Common Stock [Member] | ||
Weighted average shares outstanding | 8,625,000 | 8,625,000 |
Basic and diluted net loss per share, Class F | $ (0.07) | $ (0.01) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Class A Common Stock [Member] | Class F Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Beginning Balance at Dec. 31, 2017 | $ 5,000,010 | $ 160 | $ 863 | $ 5,215,674 | $ (216,687) |
Beginning Balance, shares at Dec. 31, 2017 | 1,599,499 | 8,625,000 | |||
Common stock subject to possible redemption | (5,266,810) | $ (53) | (5,266,757) | ||
Common stock subject to possible redemption, shares | (526,681) | ||||
Reclassification of additional paid-in capital to retained earnings | 51,083 | (51,083) | |||
Net income | 5,266,802 | 5,266,802 | |||
Ending Balance at Dec. 31, 2018 | 5,000,002 | $ 107 | $ 863 | 4,999,032 | |
Ending Balance, shares at Dec. 31, 2018 | 1,072,818 | 8,625,000 | |||
Common stock subject to possible redemption | (10,205,550) | $ (102) | (10,205,448) | ||
Common stock subject to possible redemption, shares | (1,020,555) | ||||
Underwriter fee reduction | 6,003,456 | 6,003,456 | |||
Reclassification of additional paid-in capital to retained earnings | $ 4,201,992 | (4,201,992) | |||
Net income | 4,202,103 | 4,202,103 | |||
Ending Balance at Dec. 31, 2019 | $ 5,000,011 | $ 5 | $ 863 | $ 4,999,143 | |
Ending Balance, shares at Dec. 31, 2019 | 52,263 | 8,625,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,202,103 | $ 5,266,802 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from investments held in Trust Account | (7,184,341) | (6,187,823) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (105,134) | 180,748 |
Accounts payable | 66,373 | (85,141) |
Accrued expenses | 61,194 | (5,000) |
Accrued expenses—related parties | 10,472 | (5,385) |
Franchise tax payable | 194,520 | 5,480 |
Income tax payable | (44,449) | 44,449 |
Net cash used in operating activities | (2,799,262) | (785,870) |
Cash Flows from Investing Activities | ||
Interest released from Trust Account | 2,589,684 | 750,000 |
Net cash provided by investing activities | 2,589,684 | 750,000 |
Net change in cash | (209,578) | (35,870) |
Cash—beginning of the year | 892,518 | 928,388 |
Cash—end of the year | 682,940 | 892,518 |
Supplemental disclosure of noncash transactions: | ||
Change in value of Class A common stock subject to possible redemption | 10,205,550 | $ 5,266,810 |
Change in deferred underwriting commissions | 6,003,456 | |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | $ 1,708,127 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1. Description of Organization and Business Operations Vivint Smart Home, Inc. (f/k/a Mosaic Acquisition Corp. ) In connection with the Closing (as defined below), the Company changed its name from Mosaic Acquisition Corp. to Vivint Smart Home, Inc. Effective December 21, 2018, the Company changed its jurisdiction of incorporation from Cayman Islands to the State of Delaware (“Domestication”). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“business combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. All activity from July 26, 2017 (inception) through December 31, 2019 relates to the Company’s formation, completion of the initial public offering (“Initial Public Offering”), entering into forward purchase agreements, and, since the closing of the Initial Public Offering, the search for a Business Combination candidate described below. The registration statement for the Company’s Initial Public Offering was declared effective on October 18, 2017. On October 23, 2017, the Company consummated its Initial Public Offering of 34,500,000 units (“units”), including the issuance of 4,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per unit, generating gross proceeds of $345 million and incurring offering costs of approximately $19.7 million, inclusive of $12.075 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“private placement”) of 5,933,334 warrants (the “private placement warrants”), at a price of $1.50 per private placement warrant, with the Company’s SPAC SP AC SPAC s Upon the closing of the Initial Public Offering and private placement, $345 million ($10.00 per unit) of the aggregate net proceeds of the sale of the units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (“Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Beginning in January 2018, the proceeds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 At December 31, 2019, the Company had approximately $683,000 in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide its holders of Class A common stock (“public stockholders”) with the opportunity to redeem all or a portion of their Class A common stock upon the completion of a business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or the Company decides to obtain stockholder approval for business or other legal reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The public stockholders will be entitled to redeem their Class A common stock for a pro rata portion of the amount then in the Trust Account (initially approximately $10.00 per share) plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to fund working capital requirements, subject to an annual limit of $750,000, and/or to pay for the Company’s tax obligations. Since inception, the Company has withdrawn approximately $1.5 million for working capital and approximately $1.8 million for taxes obligations. The per-share In addition, certain institutional and accredited investors (“anchor investors”) have entered into forward purchase agreements with the Company, pursuant to which the anchor investors agreed to purchase an aggregate of 15,789,474 shares of Class A common stock, at a purchase price of $9.50 per share of Class A common stock (for an aggregate amount of approximately $150 million), in a private placement to occur concurrently with the closing of the initial business combination (“forward purchase agreements”). The obligations under the forward purchase agreements do not depend on whether any Class A common stock are redeemed by the public stockholders. In connection with these agreements, if the last reported sale price of the Class A common stock is less than $11.00 (as adjusted for share splits, share combinations and the like) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of the initial business combination, each anchor investor may purchase from the SPAC Notwithstanding the foregoing, the Company’s certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s SPAC The initial stockholders agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a business combination within the combination period. However, if the initial stockholders should acquire Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such Class A common stock if the Company fails to complete a business combination within the combination period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a business combination within the combination period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the Company’s Class A common stock. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be only $10.00 per share initially held in the trust account (or less than that in certain circumstances). In order to protect the amounts held in the trust account, the SPAC SPAC SPAC Pursuant to the Company’s certificate of incorporation, the Company originally had until 24 months from the closing of the Initial Public Offering (or October 23, 2019) to complete a business combination, or 27 months from the closing of the Initial Public Offering (or January 23, 2020) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”). On September 15, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), which was later amended on December 18, 2019 (the “Amendment”), by and among Mosaic, Maiden Merger Sub, Inc., a wholly owned subsidiary of Mosaic (“Merger Sub”), and Vivint Smart Home, Inc. (“Vivint Smart Home”). On January 17, 2020 (the “Closing Date”), the consummation was completed (see Note 10). On December 20, 2019, the Company convened and then adjourned, without conducting any business, the special meeting of stockholders (the “Special Meeting”) to be held in connection with our previously announced Merger, until January 14, 2020. On January 14, 2020, the Company reconvened and then adjourned, without conducting any business, the Special Meeting to be held in connection with our previously announced Merger, until January 17, 2020. Further information regarding the Merger is set forth in the Report on Form 8-K, which was filed with the SEC on January 24, 2020. If the Company was unable to complete a business combination by the Combination Period, the Company would have to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Class A common stock which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up start-up As of December 31, 2019 and 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity. Net Income (Loss) per Share The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class 2019 and 2018 The Company complies with accounting and disclosure requirements of FASB ASC 260, “ Earnings Per Share Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. At December 31, 2019 and 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3. Initial Public Offering On October 23, 2017, the Company sold 34,500,000 units, including the issuance of 4,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at a price of $10.00 per unit in the Initial Public Offering. Each unit consists of one Class A common stock and one-third |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Private Placement | Note 4. Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 5,933,334 Private Placement Warrants, generating gross proceeds of $8.9 million in the aggregate in a Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Founder Shares On October 23, 2017, the Company issued an aggregate of 8,625,000 shares of Class F common stock to the SPAC SPAC S PAC one-for-one The initial stockholders agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of the initial business combination, (b) subsequent to the initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading Forward Purchase Agreements The Company entered into forward purchase agreements with anchor investors (including an affiliate of Fortress Mosaic Sponsor LLC), pursuant to which the anchor investors agreed to purchase an aggregate of 15,789,474 shares of Class A common stock at a purchase price of $9.50 multiplied by the number of shares of Class A common stock purchased (“forward purchase shares”), or approximately $150,000,000 in the aggregate, in a private placement to occur concurrently with the closing of the initial business combination. In connection with the forward purchase shares sold to the anchor investors, the SPAC If the last reported sale price of the Class A common stock is less than $11.00 (as adjusted for share splits, share combinations and the like) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of the Company’s initial business combination, each anchor investor may purchase from the SPAC In connection with the execution of the Amendment, the Company had also entered into amendments with each of the anchor investor. These amendments provide, among other things, for waivers by the forward purchasers of certain rights of first offer with respect to the investments to be made pursuant to the Additional Forward Purchaser Subscription Agreement and the Fortress Subscription and Backstop Agreement (as defined below). The forward purchase agreements provided that prior to the initial business combination each anchor investor has the right to designate one individual to be, at its election, either elected as a member of our board of directors or a non-voting The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-transaction company. These purchases will be required to be made regardless of whether any Class A common stock are redeemed by the public stockholders and are intended to provide the Company with a minimum funding level for the initial business combination. The anchor investors will have no right to the funds held in the trust account except with respect to any public shares owned by them. Additional Forward Purchaser Subscription In connection with the execution of the Amendment, we had also entered into an additional subscription agreement (the “Additional Forward Purchaser Subscription Agreement”) with one of the anchor investor s In connection with the Additional Forward Purchaser Subscription Agreement, we had entered into a lockup agreement with the abovementioned anchor investor, pursuant to which the shares purchased by such anchor investor under the Additional Forward Purchaser Subscription Agreement will be subject to a six-month lockup. Fortress Subscription and Backstop Agreement In connection with the execution of the Amendment, we had also entered into a Subscription and Backstop Agreement (the “Fortress Subscription and Backstop Agreement”) with an affiliate of Fortress Investment Group LLC (the “Fortress Subscriber”), pursuant to which the Fortress Subscriber committed to purchase up to $50,000,000 in aggregate purchase price of shares of Mosaic Class A common stock as follows: the Fortress Subscriber (i) intends to purchase up to $50,000,000 in aggregate purchase price of shares of Mosaic Class A common stock in the open market, subject to applicable law, (ii) agreed to backstop redemptions by subscribing for a number of shares of newly-issued shares of Mosaic Class A common stock at a purchase price per share equal to the per-share value Office Space and Related Support Services Effective October 18, 2017, the Company entered into an agreement with an affiliate of one of the SPAC On October 18, 2017, the Company agreed to pay a monthly fee of $5,000 for its Chief Financial Officer (“CFO”) commencing on the closing of the Initial Public Offering, plus a deferred cash payment of $330 per hour, less cumulative monthly fees paid, payable upon completion of its initial business combination or liquidation, whichever occurs first. In addition, the Company also agreed to pay its CFO according to the agreement for services performed prior to the closing of the Initial Public Offering. Any deferred cash payment will not be claimed against the trust account. Additionally, the Company will issue Class A common stock to him upon completion of the Company’s initial business combination (“Equity Compensation”). The number of Class A common stock to be issued is determined in accordance with an agreed formula, which is estimated to be 9,652 shares as of December 31, 2019. The Company was not obligated to issue the Equity Compensation if no Business Combination is consummated. The equity compensation fee is an unrecognized contingent liability, as closing of a potential business combination had not yet occurred as of December 31, 2019 and 2018. On January 17, 2020, the Business Combination was consummated, and the Company is obligated to issue 10,069 shares of Class A common stock to the CFO by July 17, 2020. The Company had incurred $268,000 and $257,000 in expenses during the year ended December 31, 2019 and 2018, respectively, as reflected in the accompanying Statements of Operations for services provided by related parties in connection with these aforementioned agreements with related parties. An aggregate of approximately $48,000 and $37,500 in fees for these services was accrued as of December 31, 2019 and 2018, respectively, as reflected in the accompanying balance sheets. Related Party Loans In order to finance transaction costs in connection with a business combination, the SPAC SPAC |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6. Commitments & Contingencies Registration Rights The holders of the founder shares and private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. Additionally, a deferred underwriting discount of $0.35 per unit, or $12.075 million in the aggregate will be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. In January 2020, the Company negotiated the deferred underwriting discount and paid $6.1 million at Closing. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders Equity | Note 7. Stockholders’ Equity Class A Common Stock—The Class F Common Stock—The one-for-one Holders of the founder shares will have the right to elect all of the Company’s directors prior to the initial business combination and each director will need to receive the vote of two-thirds Founder shares will automatically convert into Class A common stock on the first business day following the consummation of the initial business combination, or earlier at the option of the holders, on a one-for-one two-thirds SPAC Preferred stock—The Warrants—Warrants The private placement warrants are identical to the warrants underlying the units sold in the Initial Public Offering, except that the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable The Company may call the warrants for redemption: 1. For cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading 2. For Class A common stock: • in whole and not in part; • at a price equal to a number of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a business combination within the combination period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with the respect to such warrants. In such a situation, the warrants would expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account at December 31, 2019 $ 355,032,480 $ — $ — Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account at December 31, 2018 $ 350,437,823 $ — $ — None of the balance in the Trust Account was held in cash as of December 31, 2019 and 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organizational Costs 286,152 8,937 Total deferred tax assets 286,152 8,937 Valuation Allowance (286,152 ) (8,937 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the years ended December 31, 2019 2018 Current Federal $ 1,467,919 $ 44,450 State — — Deferred Federal — — State — — Income tax provision expense $ 1,467,919 $ 44,450 At December 31, 2019 and 2018, the Company had gross deferred tax assets of approximately $286,000 and $9,000. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2019 and 2018. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the years ended December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 4.9 % 5.3 % Income tax provision expense 25.9 % 26.3 % The Company’s major tax jurisdiction is the United States. All of the Company’s tax years will remain open three years for examination by the Federal authorities from the date of utilization of the net operating loss. The Company does not have any tax audits pending. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Merger Agreement | Note 10. Merger Agreement Pursuant to the terms of the amended Merger Agreement, a business combination between Mosaic and Vivint Smart Home was ed to January 14, 2020. On January 14, 2020, the Company reconvened and then adjourned, without conducting any business, the Special Meeting to be held in connection with our previously announced Merger, until January 17, 2020 . Pursuant to the terms of the Merger Agreement, Mosaic was required to use reasonable best efforts to cause the Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Transactions”) to be listed on the New York Stock Exchange (“NYSE”) prior to the closing of the Merger (the “Closing”). Certain investment funds managed by affiliates of Fortress Investment Group LLC (“Fortress”) and certain investment funds affiliated with The Blackstone Group Inc. (such investment funds, collectively, “Blackstone”) have agreed to purchase, respectively, Earnout Following the Closing, holders of Vivint common stock and holders of Rollover Restricted Stock (as defined in the Merger Agreement) and outstanding Rollover Equity Awards (as defined in the Merger Agreement) will have the contingent right to receive, in the aggregate, up to 37,500,000 shares of Common Stock if, from the Closing until the fifth anniversary thereof, the dollar volume-weighted average price of Common Stock exceeds certain thresholds. The first issuance of 12,500,000 earnout shares will occur if the volume-weighted average price of Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period (the “First Earnout”). The second issuance of 12,500,000 earnout shares will occur if the volume weighted average price of Common Stock exceeds $15.00 for any 20 trading days within any 30 day trading period (the “Second Earnout”). The third issuance of 12,500,000 earnout shares will occur if the volume weighted average price of Common Stock exceeds $17.50 for any 20 trading days within any 30 trading day period (the “Third Earnout”) (as further described in the Merger Agreement). Sponsor Agreement In connection with the execution of the Merger Agreement, the SPAC sponsors and Eugene I. Davis (together with the SPAC sponsors, the “Sponsor Agreement Parties”) entered into an amendment to the existing SPAC sponsor agreement (as amended, the “Sponsor Agreement”) with Mosaic and Vivint Smart Home pursuant to which the Sponsor Agreement Parties have agreed to vote all shares of Common Stock beneficially owned by such persons in favor of each of the proposals at the Mosaic special stockholder meeting, to use their reasonable best efforts to take all actions reasonably necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement and to not take any action that would reasonable be expected to materially delay or prevent the satisfaction of the conditions to the Merger set forth in the Merger Agreement. Pursuant to the Sponsor Agreement, prior to the valid termination of the Merger Agreement, each Sponsor Agreement Party is subject to certain non-solicitation restrictions The Sponsor Agreement provides that the Sponsor Agreement Parties will not redeem any shares of Common Stock owned by such persons in connection with the Merger and will take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against Mosaic, Vivint Smart Home or any of their respective successors and assigns relating to the negotiation, execution or delivery of the Sponsor Agreement, the Merger Agreement or the consummation of the transactions contemplated in such agreements. The Sponsor Agreement Parties have also agreed, subject to the Stockholders Agreement (described below) and subject to certain exceptions, not to transfer any Founder Shares (as defined in the Sponsor Agreement) (or any shares of Common Stock issuable upon conversion thereof) or any Private Placement Warrants (as defined in the Sponsor Agreement) (or any shares of Common Stock issuable upon exercise thereof) until the earlier of (A) one year after the completion of the Merger, (B) subsequent to the Merger, if the last sale price of Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day (the “Lock-up Period”). The Sponsor Agreement also provides that all the Founder Shares (and any shares of Common Stock issuable upon conversion thereof) and Private Placement Warrants held by each Sponsor Agreement Party as of the Closing shall be unvested and shall be subject to certain time and performance-based vesting provisions described below. The Sponsor Agreement Parties have agreed not to transfer any unvested Founder Shares or Private Placement Warrants prior to the date such securities become vested. Pursuant to the Sponsor Agreement, 50% of the unvested Founder Shares shall vest at the closing of the Merger. 25% of the unvested Founder Shares shall vest at such time as a $12.50 Stock Price Level (as defined below) is achieved on or before the fifth anniversary of the Closing. The remaining 25% of unvested Founder Shares shall vest at such time as a $15.00 Stock Price Level is achieved on or before the fifth anniversary of the Closing. 50% of the unvested Private Placement Warrants shall vest at such time as a $12.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing. The remaining 50% of the unvested Private Placement Warrants shall vest at such time as a $15.00 Stock Price Level is achieved on or before the fifth anniversary of the Closing. In the event Mosaic enters into a binding agreement on or before the fifth anniversary of the Closing related to certain sale transactions involving the shares of Common Stock or all or substantially all the assets of Mosaic (a “Mosaic Sale”), all unvested Founder Shares and unvested Private Placement Warrants shall vest on the day prior to the closing of such Mosaic Sale if the per share price implied in such Mosaic Sale meets or exceeds the applicable Stock Price Level. Any Founder Shares or Private Placement Warrants that remain unvested after the fifth anniversary of the Closing shall be forfeited. The applicable “Stock Price Level” will be considered achieved only (a) when the volume weighted average price of Common Stock on the New York Stock Exchange is greater than or equal to the applicable threshold for any 20 trading days within a 30 trading day period or (b) the per share price implied in a Mosaic Sale is greater than or equal to the applicable threshold. The Sponsor Agreement shall terminate on the earlier of (a) the consummation of a Mosaic Sale and (b) the later of (i) the earlier of (x) the achievement of a $15.00 Stock Price Level on or before the fifth anniversary of the Closing and (y) the fifth anniversary of the Closing and (ii) the expiration of the Lock-up Period. Stockholders Agreement In connection with the execution of the Merger Agreement, Mosaic entered into a stockholders agreement (the “Stockholders Agreement”) with the S PAC Under the Stockholders Agreement, Mosaic agreed to nominate one director designated by Fortress (the “Fortress Director”) to Mosaic’s board of directors so long as Fortress beneficially owns at least 50% of the shares of Mosaic’s Common Stock it owns immediately following the consummation of the Merger; provided that the Fortress Director must be an employee or principal of the Softbank Vision Fund unless otherwise agreed by Mosaic and Blackstone. Additionally, so long as Fortress beneficially owns at least 50% of the shares of Mosaic’s common stock it owns immediately following the consummation of the Merger, Fortress shall have the right to appoint a representative (the “Fortress Observer”) who will have the right to attend meetings of Mosaic’s board of directors and receive information given to Mosaic’s directors, subject to certain customary exceptions, including to preserve confidentiality obligations or privilege. The Fortress Observer will not have any voting rights. Under the Stockholders Agreement, Mosaic agreed to nominate one director designated by the Summit Designator (as defined in the Stockholders Agreement) (the “Summit Director” and together with the Blackstone Directors and the Fortress Director, the “Stockholder Directors”) to Mosaic’s board of directors so long as the Summit Holders (as defined in the Stockholders Agreement) beneficially own at least 50% of the shares of Mosaic’s Common Stock they own immediately following the consummation of the Merger. Additionally, so long as the Summit Holders beneficially owns at least 50% of the shares of Mosaic’s common stock they own immediately following the consummation of the Merger, the Summit Holders shall have the right to appoint a representative (the “Summit Observer”) who will have the right to attend meetings of Mosaic’s board of directors and receive information given to Summit’s directors, subject to certain customary exceptions, including to preserve confidentiality obligations or privilege. The Summit Observer will not have any voting rights. In the case of a vacancy on Mosaic’s board created by the removal or resignation of a Stockholder Director, Mosaic agreed to nominate an individual designated by Blackstone or Fortress, as applicable, for election to fill the vacancy. Confidentiality and Lockup Agreements In addition, pursuant to certain Confidentiality and Lockup Agreements (the “Confidentiality and Lockup Agreements”), certain stockholders have agreed that they will not, during the period beginning on the effective time of the Merger and continuing to and including the date that is (i) in the case of 313 Acquisition, six months after the date of Closing, (ii) in the case of the Pedersen Holders, Dunn Holders, Summit Holders and Black Horse Holders (each as defined in the Stockholders Agreement), two years after the date of Closing and (iii) for all other Stockholder Parties, one year after the date of Closing, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, or any interest in any of the foregoing (in each case, subject to certain exceptions set forth in the Confidentiality and Lockup Agreements). The Confidentiality and Lockup Agreements will become effective upon the consummation of the Merger. Registration Rights Agreement In connection with the execution of the Merger Agreement, Vivint Smart Home, Mosaic, 313 Acquisition and certain significant stockholders of Mosaic entered into a registration rights agreement (“Registration Rights Agreement”). The Registration Rights Agreement will become effective upon the consummation of the Merger. Under the Registration Rights Agreement, following the consummation of the Merger Mosaic agreed to provide to 313 Acquisition an unlimited number of “demand” registration rights and to provide to other stockholders customary “piggyback” registration rights. The Registration Rights Agreement also provides that Mosaic will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Support and Services Agreement In connection with the execution of the Merger Agreement, Mosaic, a subsidiary of Vivint Smart Home and Blackstone Management Partners L.L.C. (“BMP”), an affiliate of Blackstone, entered into an amended and restated support and services agreement (as amended, the “Support and Services Agreement”), which amends and restates and existing agreement between Vivint Smart Home and BMP. The Support and Services Agreement will become effective upon the consummation of the Merger. Pursuant to the Support and Services Agreement, BMP has been engaged to provide, directly or indirectly, monitoring, advisory and consulting services that may be requested by Vivint Smart Home in the following areas: (1) advice regarding the structure, distribution and timing of debt and equity offerings and advice regarding relationships with Vivint Smart Home’s lenders and bankers, (2) advice regarding the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain of Vivint Smart Home’s key executives, (3) general advice regarding dispositions and/or acquisitions, (4) advice regarding the strategic direction of Vivint Smart Home’s business and (5) such other advice directly related or ancillary to the above advisory services as may be reasonably requested by Vivint Smart Home. In exchange for these services, Vivint Smart Home will pay an annual monitoring fee to BMP of 1% of consolidated EBITDA until upon the earlier of (1) the completion of Vivint Smart Home’s fiscal year ended December 31, 2021 or (2) the date upon which Blackstone owns less than 5% of the voting power of all of the shares of capital stock entitled to vote generally in the election of directors of Vivint Smart Home or its direct or indirect controlling parent, and such stake has a fair market value (as determined by Blackstone) of less than $25 million. Additionally, under the Support and Services Agreement, BMP will make available to Vivint Smart Home its portfolio operations group to provide support services customarily provided by Blackstone’s portfolio operations group to Blackstone’s private equity portfolio companies of a type and amount determined by such portfolio services group it its sole discretion to be warranted and appropriate. BMP may, at any time, choose not to provide any such services. Such services will be provided without charge, other than for the reimbursement of related out-of-pocket expenses |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Transaction between Legacy Vivint Smart Home and Vivint Smart Home On January 17, 2020 (the “Closing Date”), the Company consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated September 15, 2019, by and among the Company, Maiden Merger Sub, Inc., its subsidiary (“Merger Sub”), and Legacy Vivint Smart Home, Inc. (f/k/a Vivint Smart Home, Inc.) (“Legacy Vivint Smart Home”), as amended by Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment” and as amended, the “Merger Agreement”), dated as of December 18, 2019, by and among the Company, Maiden Sub and Legacy Vivint Smart Home. Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Vivint Smart Home was effected through the merger of Merger Sub with and into Legacy Vivint Smart Home, with Legacy Vivint Smart Home surviving as the surviving company (the “Merger”). At the effective time of the Merger (the “Effective Time”), each stockholder of Legacy Vivint Smart Home received 84.5320916792 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for each share of Legacy Vivint Smart Home common stock, par value $0.01 per share, that such stockholder owned. Pursuant in each case to a Subscription Agreement entered into in connection with the Merger Agreement, certain investment funds managed by affiliates of Fortress Investment Group LLC (“Fortress”) and certain investment funds affiliated with The Blackstone Group Inc. (“Blackstone”) purchased, respectively, 12,500,000 and 10,000,000 newly-issued shares of Common Stock (such purchases, the “Fortress PIPE” and the “Blackstone PIPE,” respectively, and together, the “PIPE”) concurrently with the completion of the Merger (the “Closing”) on the Closing Date for an aggregate purchase price of $125,000,000 and $100,000,000, respectively. The founder shares automatically converted into Common Stock at Closing, on a one-for-one In connection with the execution of the Amendment, the Company entered into a Subscription and Backstop Agreement (the “Fortress Subscription and Backstop Agreement”) with Fortress, pursuant to which Fortress committed to (i) purchase $50,000,000 in aggregate purchase price of shares of the Company’s Common Stock in the open market, subject to applicable law, (ii) backstop redemptions by subscribing for a number of shares of newly-issued shares of the Company’s Common Stock at a purchase price per share equal to the per-share In addition, the Company entered into an additional subscription agreement (the “Additional Forward Purchaser Subscription Agreement”) with one of the forward purchasers (the “Forward Purchaser”). Pursuant to the Additional Forward Purchaser Subscription Agreement, immediately prior to the Effective Time, the Forward Purchaser purchased from us 5,000,000 shares of Common Stock at a purchase price of $10.00 per share. As consideration for the additional investment, 25% of Mosaic Sponsor LLC’s founder shares and private placement warrants were forfeited to the Company and the Company issued to the Forward Purchaser an equal number of shares of Common Stock and warrants concurrently with the Closing. At the Closing, certain investors (including an affiliate of Fortress) received an aggregate of 15,789,474 shares of Common Stock at a purchase price of $9.50 per share (the “IPO Forward Purchaser Investment”) pursuant to the terms of the forward purchase agreements the Company entered into in connection with the Company’s initial public offering. In addition, in connection with the Closing, all of the 8,625,000 outstanding shares of the Founder Shares were converted into shares of Common Stock on a one-for-one basis, subject to adjustment. Pursuant to the terms of a sponsor agreement (the “Sponsor Agreement”) entered into by the Company, Legacy Vivint Smart Home, the SPAC sponsors and one of the Company’s independent directors, the private placement warrants remain unvested and are subject to certain time and performance-based vesting provisions described therein. In connection with the Closing, actual underwriter payments were $6.1 million. In connection with the Closing, the Company changed its name from Mosaic Acquisition Corp. to Vivint Smart Home, Inc. Subsequent to the Closing, the issuance of 12,500,000 earnout shares occurred in February 2020 after attainment of the First Earnout and the issuance of 12,500,000 earnout shares occurred in March 2020 after attainment of the Second Earnout. Refinancing Transactions On February 14, 2020, APX completed its offering of $600.0 million aggregate principal amount of 6.75% senior secured notes due 2027 (the “2027 Notes”) in a private placement. Concurrently with the 2027 Notes offering, APX amended and restated the credit agreements governing our existing revolving credit facility and existing term loan credit facility (the “Concurrent Refinancing Transactions”). In connection therewith, APX, among other things, (i) extended the maturity date with respect to certain commitments under the revolving credit facility and increased the aggregate commitments in respect of the revolving credit facility to $350.0 million and (ii) extended the maturity date with respect to the loans outstanding under the term loan facility and increased the aggregate principal amount of term loans term loans outstanding under the term loan credit facility to $950.0 million. APX used the net proceeds from the 2027 Notes offering and Concurrent Refinancing Transactions, together with the proceeds from the Merger, to (i) redeem all of APX’s outstanding 8.750% Senior Notes due 2020 (the “2020 Notes Redemption”), (ii) redeem all of APX’s outstanding 8.875% Senior Secured Notes due 2022 (the “2022 Private Placement Notes Redemption”), (iii) refinance in full the existing borrowings under APX’s existing term loan facility and revolving credit facility, (iv) redeem $223.0 million aggregate principal amount of APX’s outstanding 7.875% Senior Secured Notes due 2022 (the “Existing 7.875% Notes Redemption” and, together with the 2020 Notes Redemption and the 2022 Private Placement Notes Redemption, the “Redemptions”) and (v) pay the related accrued interest, fees and expenses related thereto. APX irrevocably deposited funds with the applicable trustee and/or paying agent to effect the Redemptions and to satisfy and discharge all of APX’s remaining obligations under the indenture governing APX’s 8.750% Senior Notes due 2020 and the note purchase agreement governing APX’s 8.875% Senior Secured Notes due 2022. Vivint intends to use any remaining net proceeds for general corporate purposes, which may include repayment of additional indebtedness. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up start-up As of December 31, 2019 and 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class 2019 and 2018 The Company complies with accounting and disclosure requirements of FASB ASC 260, “ Earnings Per Share |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. At December 31, 2019 and 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account at December 31, 2019 $ 355,032,480 $ — $ — Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account at December 31, 2018 $ 350,437,823 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organizational Costs 286,152 8,937 Total deferred tax assets 286,152 8,937 Valuation Allowance (286,152 ) (8,937 ) Deferred tax asset, net of allowance $ — $ — |
Summary of components of income tax provision | The income tax provision consists of the following: For the years ended December 31, 2019 2018 Current Federal $ 1,467,919 $ 44,450 State — — Deferred Federal — — State — — Income tax provision expense $ 1,467,919 $ 44,450 |
Summary of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the years ended December 31, 2019 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 4.9 % 5.3 % Income tax provision expense 25.9 % 26.3 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 23, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization And Business Operations [Line Items] | |||
Location of incorporation | KY | ||
Date of incorporation | Jul. 26, 2017 | ||
Warrants price per share | $ 1.50 | ||
Trust account | $ 345,000,000 | ||
Minimum percentage of fair market value of business acquisition to assets in trust account | 80.00% | ||
Minimum percentage of outstanding voting securities to be acquired for completion of business combination | 50.00% | ||
Annual limit of interest released to fund working capital requirements | $ 750,000 | ||
Minimum net tangible assets to complete business combination | $ 5,000,001 | ||
Percentage of aggregate common shares that may be redeemed without prior consent | 15.00% | ||
Cash | $ 682,940 | $ 892,518 | |
Working capital | 516,000 | ||
Proceeds from withdrawal from funds held in trust for working capital requirement | 1,500,000 | ||
Proceeds from withdrawal from funds held in trust for tax obligation | 1,800,000 | ||
Cash at bank | $ 683,000 | ||
Sponsors [Member] | Private Placement [Member] | |||
Organization And Business Operations [Line Items] | |||
Number of private placement warrants issued | 5,933,334 | 5,933,334 | |
Warrants price per share | $ 1.50 | ||
Proceeds from sale of private placement warrants to sponsors | $ 8,900,000 | $ 8,900,000 | |
U.S. Government Securities [Member] | Maximum [Member] | |||
Organization And Business Operations [Line Items] | |||
Debt instrument, maturity period | 180 days | ||
Class A Common Stock [Member] | |||
Organization And Business Operations [Line Items] | |||
Net proceeds from sale of units | $ 345,000,000 | ||
Offering costs incurred | 19,700,000 | ||
Deferred underwriting commissions | $ 12,075,000 | ||
Initial redemption price | $ 10 | ||
Percentage of public shares required to repurchase if business combination is not completed within specified period | 100.00% | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Organization And Business Operations [Line Items] | |||
Sale of units | 34,500,000 | 34,500,000 | |
Price per share | $ 10 | $ 10 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||
Organization And Business Operations [Line Items] | |||
Sale of units | 4,500,000 | 4,500,000 | |
Class A Common Stock [Member] | Anchor Investors [Member] | |||
Organization And Business Operations [Line Items] | |||
Shares to be sold under forward agreements | 15,789,474 | ||
Forward agreements price per share | $ 9.50 | ||
Forward agreements, aggregate amount | $ 150,000,000 | ||
Class A Common Stock [Member] | Anchor Investors [Member] | Contingent Call Shares [Member] | |||
Organization And Business Operations [Line Items] | |||
Threshold share price | $ 11 | ||
Number of trading days for calculating share price | 20 days | ||
Number of consecutive trading days for calculating share price | 30 days | ||
Share purchase price | $ 0.01 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies [Line Items] | ||
Net of funds available to be withdrawn from trust for working capital purposes | $ 750,000 | |
Federal depository insurance coverage | 250,000 | $ 250,000 |
Interest income earned on trust account | $ 7,184,341 | $ 6,187,823 |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Shares subject to possible redemption | 34,447,737 | 33,427,182 |
Net Income Attributable To Common Stockholders Basic And Diluted | $ 5,100,000 | $ 5,400,000 |
Interest income earned on trust account | $ 7,200,000 | $ 6,200,000 |
Class A Common Stock [Member] | Private Placement [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Securities excluded from the calculation of basic loss per ordinary share | 17,433,334 | 17,433,334 |
Cayman Islands Tax Information Authority [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued for interest and penalties | $ 0 | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Class A Common Stock [Member] - $ / shares | Oct. 23, 2017 | Dec. 31, 2019 |
Initial Public Offering [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 34,500,000 | 34,500,000 |
Share unit price per share | $ 10 | $ 10 |
Number of shares in each unit | 1 | |
Number of redeemable warrants in each unit | 0.3333 | |
Warrant exercise price per share | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 4,500,000 | 4,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] - Sponsors [Member] - USD ($) $ / shares in Units, $ in Millions | Oct. 23, 2017 | Dec. 31, 2019 |
Private Placement [Line Items] | ||
Number of private placement warrants issued | 5,933,334 | 5,933,334 |
Proceeds from sale of private placement warrants to sponsors | $ 8.9 | $ 8.9 |
Class A Common Stock [Member] | ||
Private Placement [Line Items] | ||
Number of shares called by each warrant | 1 | |
Private placement shares issued price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 17, 2020USD ($)$ / sharesshares | Oct. 23, 2017USD ($)shares | Oct. 18, 2017$ / mo$ / h | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | |||||
Warrants price per share | $ / shares | $ 1.50 | ||||
Working capital loans | $ | $ 0 | $ 0 | |||
Accrued expenses - related parties | $ | 48,002 | 37,530 | |||
Subsequent Event [Member] | Fortress Subscription and Backstop Agreement [Member] | Fortress Investment Group LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Investment Company, Committed Capital | $ | $ 50,000,000 | ||||
Warrant [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans convertible into warrants | $ | 1,500,000 | ||||
Sponsors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total expenses - related parties | $ | 268,000 | 257,000 | |||
Accrued expenses - related parties | $ | $ 48,000 | $ 37,500 | |||
Sponsors [Member] | Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly fee payable | $ / mo | 5,000 | ||||
Deferred cash payment per hour | $ / h | 330 | ||||
Affiliate of Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock conversion basis ratio | 100.00% | ||||
Monthly expense for office space and related support services to an affiliate | $ / mo | 16,875 | ||||
Class F Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock conversion basis ratio | 100.00% | ||||
Class F Common Stock [Member] | Sponsors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | shares | 8,625,000 | ||||
Stock issued during period, value, new issues | $ | $ 25,000 | ||||
Number of shares to be forfeited if over-allotment option is not exercised | shares | 1,125,000 | ||||
Common stock conversion basis ratio | 100.00% | ||||
Ratio of shares to be received as adjustment to existing shares | 11.11% | ||||
Class A Common Stock [Member] | Subsequent Event [Member] | Fortress Subscription and Backstop Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Price per share | $ / shares | $ 10 | ||||
Class A Common Stock [Member] | Chief Financial Officer [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares obligated to be issued | shares | 10,069 | ||||
Class A Common Stock [Member] | Sponsors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Threshold share price for transfer of shares | $ / shares | $ 12 | ||||
Number of trading period for transfer of shares | 20 days | ||||
Number of consecutive trading period for transfer of shares | 30 days | ||||
Period from completion of business combination | 150 days | ||||
Class A Common Stock [Member] | Sponsors [Member] | Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ordinary shares to be issued | shares | 9,652 | ||||
Class A Common Stock [Member] | Anchor Investors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares to be sold under forward agreements | shares | 15,789,474 | ||||
Forward agreements price per share | $ / shares | $ 9.50 | ||||
Forward agreements, aggregate amount | $ | $ 150,000,000 | ||||
Number Of Shares To Be Sold Under Forward Sale Agreements | shares | 15,789,474 | ||||
Class A Common Stock [Member] | Anchor Investors [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares to be sold under forward agreements | shares | 5,000,000 | ||||
Forward agreements price per share | $ / shares | $ 10 | ||||
Number Of Shares To Be Sold Under Forward Sale Agreements | shares | 5,000,000 | ||||
Class A Common Stock [Member] | Anchor Investors [Member] | Contingent Call Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Threshold share price | $ / shares | $ 11 | ||||
Number of trading days for calculating share price | 20 days | ||||
Number of consecutive trading days for calculating share price | 30 days | ||||
Share purchase price | $ / shares | $ 0.01 | ||||
Ratio to determine shares that may be purchased | 5.56% | ||||
Common Class F And Private Placement Warrants [Member] | Anchor Investors [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of equity forfeited | 25.00% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2017 | Jan. 31, 2020 | Dec. 31, 2019 |
Other Commitments [Line Items] | |||
Description of registration rights | Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements. | ||
Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Deferred underwriting commissions | $ 6,100 | ||
Underwriting Expense After Discount | $ 6,100 | ||
Class A Common Stock [Member] | |||
Other Commitments [Line Items] | |||
Underwriters option period | 45 days | ||
Underwriter option to purchase additional shares | 4,500,000 | ||
Payment for underwriting discount per unit | $ 0.20 | ||
Payment for underwriting discount | $ 6,900 | ||
Deferred underwriting discount per unit | $ 0.35 | ||
Deferred underwriting commissions | $ 12,075 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Warrant exercise period | The warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering | |
Description of registration rights | Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements. | |
Warrants expiration period after business combination | 5 years | |
Period from completion of the business combination private placement warrants be transferred, assigned or sold | 30 days | |
Redemption price per warrant | $ 0.01 | |
Warrants period of notice prior to redemption | 30 days | |
Share price to be attained for redemption | $ 18 | |
Number of trading days | 20 days | |
Number of consecutive trading days | 30 days | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Description of registration rights | The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. | |
Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share on each matter on which they are entitled to vote. | |
Shares, issued | 34,500,000 | 34,500,000 |
Shares, outstanding | 34,500,000 | 34,500,000 |
Shares subject to possible redemption, issued | 34,447,737 | 34,447,737 |
Shares subject to possible redemption, issued | 33,427,182 | 33,427,182 |
Common stock, shares issued | 52,263 | 1,072,818 |
Class A Common Stock [Member] | Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Warrants period of notice prior to redemption | 30 days | |
Share price to be attained for redemption | $ 10 | |
Class F Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share on each matter on which they are entitled to vote. | |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common shareholder percentage to elect board of directors | 66.70% | |
Common stock conversion basis ratio | 100.00% | |
Ordinary share conversion percentage of share holder agreement required | 66.67% | |
Percentage value of outstanding shares for conversion | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements Measured on Recurring Basis (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 355,032,480 | $ 350,437,823 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 355,032,480 | $ 350,437,823 |
Income Taxes - Summary of defer
Income Taxes - Summary of deferred tax assets (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset | ||
Net operating loss carryforward | ||
Startup/Organizational Costs | 286,152 | $ 8,937 |
Total deferred tax assets | 286,152 | 8,937 |
Valuation Allowance | (286,152) | (8,937) |
Deferred tax asset, net of allowance |
Income Taxes - Summary of compo
Income Taxes - Summary of components of income tax provision (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Federal | $ 1,467,919 | $ 44,450 |
State | ||
Deferred | ||
Federal | ||
State | ||
Income tax provision expense | $ 1,467,919 | $ 44,450 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Effective Income Tax Rate Reconciliation [Line Items] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Valuation allowance | 4.90% | 5.30% |
Income tax provision expense | 25.90% | 26.30% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Total deferred tax assets | $ 286,152 | $ 8,937 |
Merger Agreement - Additional I
Merger Agreement - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2019USD ($)Director$ / sharesshares | Sep. 26, 2017shares | |
Business Acquisition [Line Items] | ||
Minimum net tangible assets to complete business combination | $ | $ 5,000,001 | |
Fortress Mosaic Sponsor LLC [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 12,500,000 | |
Merger Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Termination fee | $ | $ 81,060,000 | |
Merger Agreement [Member] | Tranche One [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 12,500,000 | |
Number of trading period for transfer of shares | 20 days | |
Number of consecutive trading period for transfer of shares | 30 days | |
Threshold Price For Shares Issuance | $ / shares | $ 12.50 | |
Merger Agreement [Member] | Tranche two [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 12,500,000 | |
Number of trading period for transfer of shares | 20 days | |
Number of consecutive trading period for transfer of shares | 30 days | |
Threshold Price For Shares Issuance | $ / shares | $ 15 | |
Merger Agreement [Member] | Tranche Three [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 12,500,000 | |
Number of trading period for transfer of shares | 20 days | |
Number of consecutive trading period for transfer of shares | 30 days | |
Threshold Price For Shares Issuance | $ / shares | $ 17.50 | |
Stockholders agreement [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of nominee directors entitled for nomination | 40.00% | |
Stockholders agreement [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 30.00% | |
Stockholders agreement [Member] | Black stone [Member] | Condition Two [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 50.00% | |
Stockholders agreement [Member] | Black stone [Member] | Condition Three [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 30.00% | |
Stockholders agreement [Member] | Black stone [Member] | Condition Four [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 20.00% | |
Percentage of nominee directors entitled for nomination | 20.00% | |
Stockholders agreement [Member] | Black stone [Member] | Condition Five [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 5.00% | |
Percentage of nominee directors entitled for nomination | 10.00% | |
Stockholders agreement [Member] | Black stone [Member] | Minimum [Member] | Condition One [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 50.00% | |
Stockholders agreement [Member] | Black stone [Member] | Minimum [Member] | Condition Two [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 40.00% | |
Stockholders agreement [Member] | Fortress Mosaic Sponsor LLC [Member] | ||
Business Acquisition [Line Items] | ||
Number of nominee directors | Director | 1 | |
Stockholders agreement [Member] | Fortress Mosaic Sponsor LLC [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 50.00% | |
Stockholders agreement [Member] | Summit Designator [Member] | ||
Business Acquisition [Line Items] | ||
Number of nominee directors | Director | 1 | |
Sponsor agreement [Member] | ||
Business Acquisition [Line Items] | ||
Threshold share price | $ / shares | $ 15 | |
Sponsor agreement [Member] | Tranche One [Member] | ||
Business Acquisition [Line Items] | ||
Threshold share price | $ / shares | $ 12.50 | |
Founder shares unvested percentage | 50.00% | |
Private placement warrants unvested percentage | 50.00% | |
Sponsor agreement [Member] | Tranche two [Member] | ||
Business Acquisition [Line Items] | ||
Threshold share price | $ / shares | $ 12.50 | |
Founder shares unvested percentage | 25.00% | |
Private placement warrants unvested percentage | 50.00% | |
Sponsor agreement [Member] | Tranche Three [Member] | ||
Business Acquisition [Line Items] | ||
Threshold share price | $ / shares | $ 15 | |
Founder shares unvested percentage | 25.00% | |
Sponsor agreement [Member] | Summit Designator [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 50.00% | |
Support Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 92.00% | |
Support and Services Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 5.00% | |
Monitoring fee | 1.00% | |
Equity Interest Fair value | $ | $ 25,000,000 | |
Fortress Investment Group LLC [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 12,500,000 | |
Blackstone Group Inc [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock Subscription | 10,000,000 | |
Three One Three Acquisition LLC [Member] | Support Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Equity Interest Ownership Percentage | 35.00% | |
Common Stock [Member] | Sponsor agreement [Member] | ||
Business Acquisition [Line Items] | ||
Threshold share price | $ / shares | $ 12 | |
Number of trading period for transfer of shares | 20 days | |
Number of consecutive trading period for transfer of shares | 30 days | |
Period from completion of business combination | 150 days | |
Vivint Smart Home [Member] | ||
Business Acquisition [Line Items] | ||
Number of Shares, Contingently Issuable | 25,000,000 | |
Shares subject to possible redemption | 10,350,000 | |
Vivint Smart Home [Member] | Merger Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, Reduction in enterprise value | $ | $ 4,100,000,000 | |
Business combination, Reduction in termination fee | $ | $ 32,400,000 | |
Common Class A [Member] | Vivint Smart Home [Member] | Merger Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, Number of share issued | 84.5320916792 | |
Threshold share price | $ / shares | $ 17.50 | |
Business combination, VGI exchange ratio | shares | 0.0864152412 | |
Business combination, Shares to be issued | 12,500,000 | |
Common Class A [Member] | Vivint Smart Home [Member] | Merger Agreement [Member] | Previously Reported [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, Number of share issued | 209.6849221312 | |
Business combination, VGI exchange ratio | shares | 0.2076986176 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jan. 17, 2020 | Oct. 23, 2017 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Feb. 14, 2020 | Dec. 31, 2018 |
Merger Agreement [Member] | Tranche two [Member] | ||||||||
Common Stock Subscription, Shares | 12,500,000 | |||||||
Subsequent Event [Member] | ||||||||
Common Stock redeemed, price per share | 31,074,592 | |||||||
Common Stock redeemed, Shares | $ 10.29 | |||||||
Underwriting Expense After Discount | $ 6,100,000 | |||||||
Subsequent Event [Member] | Merger Agreement [Member] | Tranche two [Member] | ||||||||
Common Stock Subscription, Shares | 12,500,000 | 12,500,000 | ||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument Redemption | $ 223,000,000 | |||||||
Subsequent Event [Member] | Two Thousand Twenty Notes [Member] | ||||||||
Debt Instrument, Interest Rate | 8.75% | |||||||
Subsequent Event [Member] | Two Thousand Twenty Two [Member] | ||||||||
Debt Instrument, Interest Rate | 7.875% | |||||||
Subsequent Event [Member] | Two Thousand Twenty Two Private Placement Redemption [Member] | ||||||||
Debt Instrument, Interest Rate | 8.875% | |||||||
Subsequent Event [Member] | Two Thousand Twenty Seven Notes [Member] | ||||||||
Debt Instrument, Principal Amount | $ 600,000,000 | |||||||
Debt Instrument, Interest Rate | 6.75% | |||||||
Subsequent Event [Member] | Founder [Member] | ||||||||
Conversion of Shares | 8,625,000 | |||||||
Subsequent Event [Member] | Forward Purchase Agreements [Member] | ||||||||
Price per share | $ 9.50 | |||||||
Shares Issued | 15,789,474 | |||||||
Subsequent Event [Member] | Amended And Restated Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Increase of Aggregate Commitment | $ 350,000,000 | |||||||
Subsequent Event [Member] | Amended And Restated Credit Agreement [Member] | Term Loan [Member] | ||||||||
Debt Instrument, Principal Amount | $ 950,000,000 | |||||||
Fortress Investment Group LLC [Member] | ||||||||
Common Stock Subscription, Shares | 12,500,000 | |||||||
Fortress Investment Group LLC [Member] | Subsequent Event [Member] | ||||||||
Common Stock Subscription, Shares | 12,500,000 | |||||||
Common Stock Subscription ,Value | $ 125,000,000 | |||||||
Common Stock Issued ,Shares | 2,698,753 | |||||||
Common Stock Issued ,Value | $ 27,800,000 | |||||||
Fortress Investment Group LLC [Member] | Subsequent Event [Member] | Fortress Subscription and Backstop Agreement [Member] | ||||||||
Investment Company, Committed Capital | $ 50,000,000 | |||||||
Blackstone Group Inc [Member] | ||||||||
Common Stock Subscription, Shares | 10,000,000 | |||||||
Blackstone Group Inc [Member] | Subsequent Event [Member] | ||||||||
Common Stock Subscription, Shares | 10,000,000 | |||||||
Common Stock Subscription ,Value | $ 100,000,000 | |||||||
Vivint Smart Home [Member] | Subsequent Event [Member] | ||||||||
Business combination, Number of Share issued | 84.5320916792 | |||||||
Common stock, par value | $ 0.01 | |||||||
Class A Common Stock [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Common Stock Issued ,Shares | 52,263 | 1,072,818 | ||||||
Common Stock Issued ,Value | $ 5 | $ 107 | ||||||
Shares Issued | 34,500,000 | 34,500,000 | ||||||
Underwriting Expense After Discount | $ 12,075,000 | |||||||
Class A Common Stock [Member] | Anchor Investors [Member] | ||||||||
Shares to be sold under forward agreements | 15,789,474 | |||||||
Forward agreements price per share | $ 9.50 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | Anchor Investors [Member] | ||||||||
Shares to be sold under forward agreements | 5,000,000 | |||||||
Forward agreements price per share | $ 10 | |||||||
Class A Common Stock [Member] | Subsequent Event [Member] | Fortress Subscription and Backstop Agreement [Member] | ||||||||
Price per share | $ 10 | |||||||
Class A Common Stock [Member] | Vivint Smart Home [Member] | Merger Agreement [Member] | ||||||||
Business combination, Number of Share issued | 84.5320916792 | |||||||
Common Class F And Private Placement Warrants [Member] | Subsequent Event [Member] | Anchor Investors [Member] | ||||||||
Percentage of equity forfeited | 25.00% |