Indebtedness

As of June 30, 2017, debt consisted of the following (in thousands, except percentages):



	Carrying Values, net of debt discount						Unused Borrowing Capacity		Annual Contractual Interest Rate		Interest Rate		Maturity Date
	Current		Long Term		Total
Recourse debt:
Bank line of credit	$	247,000	$	—	$	247,000	$	406	Varies (1)		4.33% - 4.46%		April 2018
Total recourse debt	$	247,000	$	—	$	247,000	$	406
Non-recourse debt:
Term loan	—		121,532		121,532		12		Varies (2)		3.74% - 3.97%		April 2024
Line of credit (Aggregation Facility)	—		239,300		239,300		8,500		Varies (3)		3.67% - 3.72%		December 2020
Term Loan and Term Loan B	2,606		39,553		42,159		—		Varies (4)		6.17	%	December 2020 and 2021
Term Loan A	568		145,454		146,022		5,000		Varies (5)		3.92	%	December 2021
Bank term loans	1,530		32,307		33,837		—		LIBOR + 2.25%		3.48	%	September 2022
									LIBOR + 3.00%		4.30	%	September 2022
Bank term loan	8,929		24,507		33,436		—		Varies (6)		6.70% - 10.20%		July 2021
Bank term loan	1,402		25,365		26,767		—		4.50	%	4.50	%	April 2022
Solar asset-backed notes	3,848		95,003		98,851		—		4.40% - Class A		4.40	%	July 2024
									5.38% - Class B		5.38	%	July 2024
Note payable	—		38,328		38,328		—		12.00	%	12.00	%	December 2018
Total non-recourse debt	18,883		761,349		780,232		13,512
Total debt	$	265,883	$	761,349	$	1,027,232	$	13,918

As of December 31, 2016, debt consisted of the following (in thousands, except percentages):



	Carrying Values, net of debt discount						Unused Borrowing Capacity		Annual Contractual Interest Rate		Interest Rate		Maturity Date
	Current		Long Term		Total
Recourse debt:
Bank line of credit	$	—	$	244,000	$	244,000	$	3,406	Varies (1)		3.96% - 5.75%		April 2018
Total recourse debt	$	—	$	244,000	$	244,000	$	3,406
Non-recourse debt:
Line of credit (Aggregation Facility)	—		245,200		245,200		9,300		Varies (3)		2.93% - 3.39%		December 2020
Term Loan and Term Loan B	116		42,870		42,986		—		Varies (4)		6.00	%	December 2020 December 2021
Term Loan A	616		146,387		147,003		5,000		Varies (5)		3.64	%	December 2021
Bank term loan	1,074		21,249		22,323		—		LIBOR + 2.25%		2.86	%	September 2022
Bank term loan	7,286		23,802		31,088		1,032		Varies (6)		6.25% - 9.94%		July 2021
Bank term loan	1,331		26,565		27,896		—		4.50	%	4.50	%	April 2022
Solar asset-backed notes	3,730		97,565		101,295		—		4.40% - Class A		4.40	%	July 2024
									5.38% - Class B		5.38	%	July 2024
Note payable	—		36,232		36,232		—		12.00	%	12.00	%	December 2018
Total non-recourse debt	14,153		639,870		654,023		15,332
Total debt	$	14,153	$	883,870	$	898,023	$	18,738


(1)	Loans under the facility bear interest at LIBOR +3.25% per annum or the Base Rate +2.25% per annum. The Base Rate is the highest of the Federal Funds Rate +0.50%, the Prime Rate, or LIBOR +1.00%.


(2)	Loans under the facility bear interest at LIBOR +2.75% per annum for the initial four-year period for LIBOR loans or the Base Rate +1.75% per annum for Base Rate Loans.


(3)	Loans under the facility bear interest at LIBOR +2.50% per annum for the initial three-year revolving availability period, stepping up to LIBOR +2.75% per annum in the following two-year period.


(4)	Term loan under the facility bears interest at LIBOR +5.00% per annum for the first three-year period, stepping up to LIBOR +6.50% per annum thereafter. Term loan B under the facility bears interest at LIBOR +5.00% per annum.


(5)	Loan under the facility bears interest at LIBOR +2.75% per annum, stepping up to LIBOR +3.00% per annum on the fourth anniversary.


(6)	Loans under the facility bear interest at LIBOR +5.50% per annum for contracted SRECs and LIBOR +9.00% per annum for uncontracted SRECs.

Bank Line of Credit

The Company has outstanding borrowings under a syndicated working capital facility with banks for a total commitment of up to $250.0 million. The working capital facility is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company.

Under the terms of the working capital facility, the Company is required to meet various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum unencumbered liquidity of at least $25.0 million in the aggregate as of the last day of each calendar month and maintaining a modified interest coverage ratio of 2.00 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of June 30, 2017.

As of June 30, 2017, the balance under this facility was $247.0 million with a maturity date in April 2018. As of June 30, 2017, the Company’s cash balance was $211.3 million and as such, the Company does not currently have the funds required to fully repay the debt. As this facility has a three year term, the Company is in the process of negotiating refinancing options and plans to extend the maturity date of the facility. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity.

Syndicated Credit Facilities

Each of the Company's syndicated credit facilities contain customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. Each of the syndicated credit facilities also contain certain provisions in the event of default which entitle lenders to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the credit facilities. The Company was in compliance with all debt covenants as of June 30, 2017.

Term loan due in April 2024

In May 2017, a subsidiary of the Company entered into an arrangement for senior secured credit facilities that was syndicated with various lenders. The credit facilities totaled $202.0 million and consisted of a $195.0 million delayed draw term loan facility and a $7.0 million revolving debt service reserve letter of credit facility. The amount outstanding at June 30, 2017 was $121.5 million. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements and solar renewable energy credits ("SRECs"), less certain operating, maintenance and other expenses which are available to the borrower after distributions to tax equity investors. Prepayments are permitted under the delayed draw term loan facility.

Line of credit (Aggregation Facility) and Term Loan

As of June 30, 2017, certain subsidiaries of the Company have an outstanding balance of $261.8 million on secured credit facilities agreements, as amended, with a syndicate of banks. The facilities include a revolving aggregation facility (“Aggregation Facility”), a term loan (“Term Loan”) and a revolving debt service reserve letter of credit facility. The facilities are non-recourse to the Company and are secured by net cash flows of certain subsidiaries from Customer Agreements, less certain operating, maintenance and other expenses which are available to the borrowers after distributions to tax equity investors. Term Loan prepayment penalties range from 0% - 1% depending on the timing of the prepayment.

Term Loan A and Term Loan B

As of June 30, 2017, certain subsidiaries of the Company have an outstanding balance of $165.7 million on secured credit facilities agreements with a syndicate of banks. These facilities include a senior term loan (“Term Loan A”) and a subordinated term loan (“Term Loan B”). In addition, the credit facilities also include a working capital revolver commitment and a revolving debt service reserve letter of credit facility which draws are solely for the purpose of satisfying the required debt service reserve amount if necessary. The facilities are non-recourse to the Company and are secured by net cash flows of certain subsidiaries from Customer Agreements, less certain operating, maintenance and other expense which are available to the borrowers after distributions to tax equity investors. Prepayments are permitted under Term Loan A and Term Loan B at par without premium or penalty.

Bank Term Loans

Bank term loans due in September 2022

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $12.8 million on a non-recourse loan. The loan is secured by substantially all of the assets of a subsidiary including this subsidiary’s membership interests and assets in its investment funds. The loan contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the loan. The Company was in compliance with all debt covenants as of June 30, 2017.

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $21.0 million on a secured, non-recourse loan agreement. The loan will be repaid through cash flows from a lease pass-through arrangement previously entered into by the Company. The loan agreement contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The loan also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the loan. The Company was in compliance with all debt covenants as of June 30, 2017.

Bank term loan due in July 2021

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $33.4 million on a secured credit agreement. The facility is non-recourse to the Company and is secured by substantially all of the assets of the subsidiary, including its rights in and the net cash flows from the generation of contracted and uncontracted SRECs by certain subsidiaries. The facility contains customary covenants including the requirement to provide lender reporting. The Company guarantees the delivery of SRECs on the subsidiary’s underlying contracts in the event of a delivery shortfall pursuant to the SREC contracts with counterparties. The Company does not guarantee payments of principal or interest on the loan. The credit facility also contains certain provisions in the event of default which entitles the lender to take certain actions including acceleration of amounts due under the facilities. The Company was in compliance with all debt covenants as of June 30, 2017.

Bank term loan due in April 2022

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $26.8 million on a term loan. The loan is secured by the assets and related cash flow of this subsidiary and is non-recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of June 30, 2017.

Solar Asset-Backed Notes

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $98.9 million on solar asset-backed notes ("Notes") secured by associated customer contracts (“Solar Assets”) held by a special purpose entity (“Issuer”). As of June 30, 2017 and December 31, 2016, these Solar Assets had a carrying value of $177.4 million and $181.8 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Notes were issued at a discount of 0.08%.

In connection with the transaction, the Company modified two lease pass-through arrangements with an investor. The modified lease-pass through arrangements require the majority of the cash flows generated by the Solar Assets to be passed on to the Issuer through monthly lease payments from the Fund investor. Those cash flows are used to service the monthly principal of the Notes and interest payments and satisfy the Issuer’s expenses, and any residual cash flows are retained by the Fund investor and recorded as a reduction in the remaining financing obligation. The Company recognizes revenue earned from the associated Customer Agreements in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the Solar Assets are not available to the other creditors of the Company, and the creditors of the Issuer, including the Note holders, have no recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of June 30, 2017.

Notes Payable

As of June 30, 2017, a subsidiary of the Company has an outstanding balance of $38.3 million on a note purchase agreement with an investor for the issuance of senior notes. On the last business day of each quarter, commencing with March 31, 2014, to the extent the Company’s subsidiary has insufficient funds to pay the full amount of the stated interest of the outstanding loan balance, a payment-in-kind (“PIK”) interest rate of 12% is accrued and added to the outstanding balance. As of June 30, 2017 and December 31, 2016, the portion of the outstanding loan balance that related to PIK interest was $11.5 million and $9.5 million, respectively. The senior notes are secured by the assets and related cash flows of certain of the Company’s subsidiaries and are non-recourse to the Company’s other assets. The Company was in compliance with all debt covenants as of June 30, 2017.