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Fair Value
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below set forth, by level, our financial assets that were accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):
 Fair Value Measured at Reporting Date Using
June 30, 2020Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$236,037  $—  $—  $236,037  
$236,037  $—  $—  $236,037  
Liabilities
Accrued expenses and other current liabilities$1,451  $—  $—  $1,451  
Derivatives:
Natural gas fixed price forward contracts—  —  5,185  5,185  
Embedded EPP derivatives—  —  5,480  5,480  
Interest rate swap agreements—  17,881  —  17,881  
$1,451  $17,881  $10,665  $29,997  

 Fair Value Measured at Reporting Date Using
December 31, 2019Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$276,615  $—  $—  $276,615  
Interest rate swap agreements
—   —   
$276,615  $ $—  $276,618  
Liabilities
Accrued expenses and other current liabilities$996  $—  $—  $996  
Derivatives:
Natural gas fixed price forward contracts—  —  6,968  6,968  
Embedded EPP derivatives—  —  6,176  6,176  
Interest rate swap agreements—  9,241  —  9,241  
$996  $9,241  $13,144  $23,381  
Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.
Interest Rate Swap Agreements - Interest rate swap agreements are valued using quoted prices for similar contracts and are therefore classified as Level 2 financial assets. Interest rate swaps are designed as hedging instruments and are recognized at fair value on our condensed consolidated balance sheets. As of June 30, 2020, $2.0 million of the loss on the interest rate swaps accumulated in other comprehensive income (loss) is expected to be reclassified into earnings in the next 12 months.
Natural Gas Fixed Price Forward Contracts - Natural gas fixed price forward contracts are valued using a combination of factors including the counterparty's credit rating and estimates of future natural gas prices and therefore, as no observable inputs to support market activity are available, are classified as Level 3 liabilities.
The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands):
 June 30, 2020December 31, 2019
 
Number of
Contracts
(MMBTU)²
Fair
Value
Number of
Contracts
(MMBTU)²
Fair
Value
   
Liabilities¹:
Natural gas fixed price forward contracts (not under hedging relationships)1,407  $5,185  1,991  $6,968  
¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets.
² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels.
For the three months ended June 30, 2020 and 2019, we marked-to-market the fair value of our natural gas fixed price forward contracts and recorded an unrealized loss of $0.1 million and an unrealized loss of $1.1 million, respectively. For the three months ended June 30, 2020 and 2019, we marked-to-market the fair value of our natural gas fixed price forward contracts and recorded a realized gain of $1.5 million and a realized gain of $1.1 million, respectively, on the settlement of these contracts in cost of revenue on our condensed consolidated statement of operations.
For the six months ended June 30, 2020 and 2019, we marked-to-market the fair value of our natural gas fixed price forward contracts and recorded an unrealized loss of $0.7 million and an unrealized loss of $0.7 million, respectively. For the six months ended June 30, 2020 and 2019, we marked-to-market the fair value of our natural gas fixed price forward contracts and recorded a realized gain of $2.5 million and a realized gain of $1.6 million, respectively, on the settlement of these contracts in cost of revenue on our condensed consolidated statement of operations.
Embedded EPP Derivative Liability in Sales Contracts - We estimated the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contracts' terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability. For the three months ended June 30, 2020 and 2019, we marked-to-market the fair value of our embedded EPP derivatives and recorded an unrealized gain of $0.4 million and an unrealized loss of $0.5 million, respectively, in gain (loss) on revaluation of embedded derivatives on our condensed consolidated statement of operations.
For the six months ended June 30, 2020 and 2019, we marked-to-market the fair value of our embedded EPP derivatives and recorded an unrealized loss of $0.7 million and an unrealized loss of $1.1 million, respectively, in gain (loss) on revaluation of embedded derivatives on our condensed consolidated statement of operations.
There were no transfers between fair value measurement classifications during the three and six months ended June 30, 2020 and 2019. The changes in the Level 3 financial liabilities were as follows (in thousands):
Natural
Gas
Fixed Price
Forward
Contracts
Embedded EPP Derivative LiabilityTotal
Liabilities at December 31, 2019$6,968  $6,176  $13,144  
Settlement of natural gas fixed price forward contracts(2,478) —  (2,478) 
Changes in fair value695  (696) (1) 
Liabilities at June 30, 2020$5,185  $5,480  $10,665  
The following table presents the unobservable inputs related to our Level 3 liabilities:
As of June 30, 2020
Commodity ContractsDerivative LiabilitiesValuation TechniqueUnobservable InputUnitsRangeAverage
(in thousands)($ per Units)
Natural Gas$5,185  Discounted Cash FlowForward basis priceMMBtu
$2.25 - $4.62
$3.07  
As of December 31, 2019
Commodity ContractsDerivative LiabilitiesValuation TechniqueUnobservable InputUnitsRangeAverage
(in thousands)($ per Units)
Natural Gas$6,968  Discounted Cash FlowForward basis priceMMBtu
$2.39 - $5.65
$3.23  
  
The unobservable inputs used in the fair value measurement of the natural gas commodity types consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas contracts were deemed unobservable.
To estimate the liabilities related to the EPP contracts an option pricing method was implemented through a Monte Carlo simulation. The unobservable inputs were simulated based on the available values for Avoided Cost and Cost of Electricity as calculated for June 30, 2020 and December 31, 2019, using an expected growth rate of 7% over the contracts life and volatility of 20%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2020. Avoided Cost is the Transmission and Distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average of the amount of charge for each rate shall be weighted by the number of effective months for each amount.
The inputs listed above would have had a direct impact on the fair values of the above derivatives if they were adjusted. Generally, an increase in natural gas prices and a decrease in electric grid prices would each result in an increase in the estimated fair value of our derivative liabilities.
Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
Customer Receivables and Debt Instruments - We estimate fair value for customer financing receivables, senior secured notes, term loans and convertible promissory notes based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands):
 June 30, 2020December 31, 2019
 Net Carrying
Value
Fair ValueNet Carrying
Value
Fair Value
   
Customer receivables
Customer financing receivables$53,365  $44,157  $55,855  $44,002  
Debt instruments
Recourse:
LIBOR + 4% term loan due November 2020
697  713  1,536  1,590  
5% convertible promissory Constellation note due December 2021
—  —  36,482  32,070  
10% convertible promissory notes due December 20211
263,405  411,448  273,410  302,047  
10% notes due July 2024
83,497  83,977  89,962  97,512  
10.25% senior secured notes due March 2027
68,437  63,690  —  —  
Non-recourse:
7.5% term loan due September 2028
32,645  37,651  34,969  41,108  
6.07% senior secured notes due March 2030
78,565  89,032  80,016  87,618  
LIBOR + 2.5% term loan due December 2021
118,473  117,855  120,436  120,510  
1The fair value on the 10% convertible notes increased due to the increase in the fair value of the conversion feature.
Long-Lived Assets - Our long-lived assets include property, plant and equipment and Energy Servers capitalized in connection with our Managed Services Program, Purchase Power Agreement Programs and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated.
During the six months ended June 30, 2020, we upgraded 0.4 megawatts of Energy Servers in PPA IIIb by decommissioning these systems and selling and installing new Energy Servers. As a result of these upgrades, the useful lives of all other remaining Energy Servers included within our long-lived assets were reassessed and we concluded that no change in the useful lives or impairment of these remaining Energy Servers was identified in the period ended June 30, 2020. See Note 13, Purchase Power Agreement Programs for further information.