Fair Value Measurement

6 Months Ended

Jun. 30, 2020

At June 30, 2020 and December 31, 2019, the carrying value of receivables, accounts payable, accrued expenses and distributions payable to noncontrolling interests approximates fair value due to their short-term nature and falls under the Level 2 hierarchy. The carrying values and fair values of debt instruments are as follows (in thousands):


	June 30, 2020						December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Bank line of credit	$	236,435	$	236,435	$	239,485	$	239,485
Senior debt	774,451		775,765		625,519		626,023
Subordinated debt	551,042		585,204		513,938		524,581
Securitization debt	861,613		945,109		875,998		931,320
Total	$	2,423,541	$	2,542,513	$	2,254,940	$	2,321,409

At June 30, 2020 and December 31, 2019, the fair value of the Company’s lines of credit, and certain senior, subordinated and SREC loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At June 30, 2020 and December 31, 2019, the fair value of the Company’s other debt instruments are based on rates currently offered for debt with similar maturities and terms. The Company’s fair value of the debt instruments fell under the Level 2 hierarchy. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market.

At June 30, 2020 and December 31, 2019, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy, are as follows (in thousands):


	June 30, 2020
	Level 1		Level 2		Level 3		Total



Derivative liabilities:
Interest rate swaps	$	—	$	166,325	$	—	$	166,325
Total	$	—	$	166,325	$	—	$	166,325
Contingent consideration:
Contingent consideration	$	—	$	—	$	7,984	$	7,984
Total	$	—	$	—	$	7,984	$	7,984


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Derivative assets:
Interest rate swaps	$	—	$	683	$	—	$	683
Total	$	—	$	683	$	—	$	683
Derivative liabilities:
Interest rate swaps	$	—	$	64,361	$	—	$	64,361
Total	$	—	$	64,361	$	—	$	64,361
Contingent consideration:
Contingent consideration:	$	—	$	—	$	11,809	$	11,809
Total	$	—	$	—	$	11,809	$	11,809

The above balances are recorded in other liabilities in the consolidated balance sheets, except for $11.2 million as of June 30, 2020, which is recorded in accrued expenses and other liabilities.

The Company determines the fair value of its interest rate swaps using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility.

The Company recorded contingent consideration in connection with a business combination that occurred in July 2019, which is dependent on the achievement of specified deployment milestones associated with the number of solar energy systems installed through 2022. The Company determined the fair value of the contingent consideration using a probability-weighted expected return methodology that considers the timing and probabilities of achieving these milestones and uses discount rates that reflect the appropriate cost of capital. Contingent consideration was valued with Level 3 inputs. The Company reassesses the valuation assumptions each reporting period, with any changes in the fair value accounted for in the consolidated statements of operations.

The change in the activity of Level 3 contingent consideration balance is as follows (in thousands):





Balance at December 31, 2019	$	11,809
Change in fair value recognized in earnings within sales and marketing expense	(3,145)
Payable for solar systems that have met deployment milestones	(680)
Balance at June 30, 2020	$	7,984

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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