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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/16 Solarcity Corp 10-K 12/31/15 150:26M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.30M
2: EX-2.1B EX-2.1B - Silevo Amendment HTML 60K
3: EX-10.10M EX-10.10M - Eighth Revolver Amendment HTML 77K
4: EX-10.10N EX-10.10N - Ninth Revolver Amendment HTML 133K
5: EX-10.14E EX-10.14E - Shark - Amendment No. 5 HTML 67K
6: EX-10.16I EX-10.16I - Riverbend Ninth Amendment HTML 65K
7: EX-10.19G EX-10.19G - Required Group Agent Action 8 HTML 71K
8: EX-10.19H EX-10.19H - Required Group Agent Action 9 HTML 68K
9: EX-10.19I EX-10.19I - Required Group Agent Action 10 HTML 137K
10: EX-21.1 EX-21.1 - Subsidiary List HTML 87K
11: EX-23.1 EX-23.1 - Ey Consent HTML 46K
12: EX-31.1 EX-31.1 - CEO Certification HTML 48K
13: EX-31.2 EX-31.2 - CFO Certification HTML 48K
14: EX-32.1 EX-32.1 - CEO Certification HTML 44K
15: EX-32.2 EX-32.2 - CFO Certification HTML 44K
22: R1 Document and Entity Information HTML 73K
23: R2 Consolidated Balance Sheets HTML 184K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 113K
25: R4 Consolidated Statements of Operations HTML 118K
26: R5 Consolidated Statements of Equity HTML 145K
27: R6 Consolidated Statements of Equity (Parenthetical) HTML 49K
28: R7 Consolidated Statements of Cash Flows HTML 199K
29: R8 Organization HTML 48K
30: R9 Summary of Significant Accounting Policies and HTML 471K
Procedures
31: R10 Acquisition HTML 162K
32: R11 Goodwill and Intangible Assets HTML 379K
33: R12 Noncancelable Operating Lease Payments Receivable HTML 63K
34: R13 Inventories HTML 63K
35: R14 Solar Energy Systems, Leased and To Be Leased - HTML 107K
Net
36: R15 Property Plant and Equipment - Net HTML 98K
37: R16 Accrued and Other Current Liabilities HTML 81K
38: R17 Other Liabilities and Defereed Credits HTML 80K
39: R18 Indebtedness HTML 482K
40: R19 VIE Arrangements HTML 259K
41: R20 Lease Pass-Through Financing Obligation HTML 69K
42: R21 Sale-Leaseback Arrangements HTML 50K
43: R22 Sale-Leaseback Financing Obligation HTML 85K
44: R23 Redeemable Noncontrolling Interests in HTML 82K
Subsidiaries
45: R24 Stockholders' Equity HTML 79K
46: R25 Equity Award Plans HTML 352K
47: R26 Income Taxes HTML 338K
48: R27 Defined Contribution Plan HTML 49K
49: R28 Related Party Transactions HTML 105K
50: R29 Commitments and Contingencies HTML 86K
51: R30 Basic and Diluted Net Loss Per Share HTML 116K
52: R31 Subsequent Events HTML 48K
53: R32 Summary of Significant Accounting Policies and HTML 569K
Procedures (Policies)
54: R33 Summary of Significant Accounting Policies and HTML 386K
Procedures (Tables)
55: R34 Acquisition (Tables) HTML 155K
56: R35 Goodwill and Intangible Assets (Tables) HTML 375K
57: R36 Noncancelable Operating Lease Payments Receivable HTML 59K
(Tables)
58: R37 Inventories (Tables) HTML 60K
59: R38 Solar Energy Systems, Leased and To Be Leased - HTML 114K
Net (Tables)
60: R39 Property Plant and Equipment - Net (Tables) HTML 97K
61: R40 Accrued and Other Current Liabilities (Tables) HTML 80K
62: R41 Other Liabilities and Deferred Credits (Tables) HTML 79K
63: R42 Indebtedness (Tables) HTML 423K
64: R43 VIE Arrangements (Tables) HTML 253K
65: R44 Lease Pass-Through Financing Obligation (Tables) HTML 59K
66: R45 Sale-Leaseback Financing Obligation (Tables) HTML 74K
67: R46 Redeemable Noncontrolling Interests in HTML 80K
Subsidiaries (Tables)
68: R47 Stockholders' Equity (Tables) HTML 70K
69: R48 Equity Award Plans (Tables) HTML 350K
70: R49 Income Taxes (Tables) HTML 333K
71: R50 Related Party Transactions (Tables) HTML 102K
72: R51 Commitments and Contingencies (Tables) HTML 59K
73: R52 Basic and Diluted Net Loss Per Share (Tables) HTML 117K
74: R53 Organization - Additional Information (Detail) HTML 45K
75: R54 Summary of Significant Accounting Policies and HTML 70K
Procedures - Impact of Adoption of ASU on Prior
Period Consolidated Balance Sheet (Detail)
76: R55 Summary of Significant Accounting Policies and HTML 166K
Procedures - Additional Information (Detail)
77: R56 Summary of Significant Accounting Policies and HTML 53K
Procedures - Summary of Interest Rate Swaps
Outstanding (Detail)
78: R57 Summary of Significant Accounting Policies and HTML 74K
Procedures - Assets and Liabilities Carried at
Fair Value on Recurring Basis (Detail)
79: R58 Summary of Significant Accounting Policies and HTML 52K
Procedures - Summary of the Activity of the Level
3 Contingent Consideration (Detail)
80: R59 Summary of Significant Accounting Policies and HTML 63K
Procedures - Schedule of Estimated Fair Values and
Carrying Values (Detail)
81: R60 Summary of Significant Accounting Policies and HTML 53K
Procedures - Estimated Useful Lives of Respective
Assets (Detail)
82: R61 Summary of Significant Accounting Policies and HTML 63K
Procedures - Estimated Useful Lives of Property,
Plant and Equipment (Detail)
83: R62 Summary of Significant Accounting Policies and HTML 54K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Detail)
84: R63 Summary of Significant Accounting Policies and HTML 49K
Procedures - Schedule of Changes in Accrued
Warranty Balance (Parenthetical) (Detail)
85: R64 Summary of Significant Accounting Policies and HTML 53K
Procedures - Schedule of Changes in Deferred U.S.
Treasury Grant Income (Detail)
86: R65 Summary of Significant Accounting Policies and HTML 52K
Procedures - Summary of MyPower Deferred Revenue
Activity (Detail)
87: R66 Summary of Significant Accounting Policies and HTML 51K
Procedures - Summary of MyPower Deferred Cost
Activity (Detail)
88: R67 Summary of Significant Accounting Policies and HTML 47K
Procedures - Summary of MyPower Deferred Cost
Activity (Parenthetical) (Detail)
89: R68 Acquisitions - Additional Information (Detail) HTML 67K
90: R69 Acquisitions - Schedule of Fair Value Purchase HTML 64K
Consideration as of Acquisition Date (Detail)
91: R70 Acquisitions - Summary of Fair Value of Assets HTML 92K
Acquired, Liabilities Assumed (Detail)
92: R71 Acquisitions - Summary of Intangible Assets HTML 68K
Acquired (Detail)
93: R72 Goodwill and Intangible Assets - Additional HTML 63K
Information (Detail)
94: R73 Goodwill and Intangible Assets - Summary of HTML 104K
Intangible Assets (Detail)
95: R74 Goodwill and Intangible Assets - Summary of HTML 56K
Carrying Value of Intangible Assets (Detail)
96: R75 Goodwill and Intangible Assets - Amortization HTML 57K
Expense for Identifiable Purchased Intangible
Assets (Detail)
97: R76 Goodwill and Intangible Assets - Summary of Future HTML 70K
Amortization Expense for Intangible Assets
(Detail)
98: R77 Goodwill and Intangible Assets - Summary of HTML 49K
Carrying Value of Goodwill (Detail)
99: R78 Noncancelable Operating Lease Payments Receivable HTML 59K
- Summary of Future Minimum Lease Payments to be
Received from Customers under Noncancelable
Operating Leases (Detail)
100: R79 Noncancelable Operating Lease Payments Receivable HTML 46K
- Additional Information (Detail)
101: R80 Inventories - Summary of Inventories (Detail) HTML 52K
102: R81 Inventories - Additional Information (Detail) HTML 47K
103: R82 Solar Energy Systems, Leased and To Be Leased - HTML 59K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
104: R83 Solar Energy Systems, Leased and To Be Leased - HTML 53K
Net - Additional Information (Detail)
105: R84 Solar Energy Systems, Leased and To Be Leased - HTML 59K
Net - Schedule of Future Minimum Lease Payments to
Lessor (Detail)
106: R85 Solar Energy Systems, Leased and To Be Leased - HTML 63K
Net - Schedule of Future Minimum Annual Lease
Receipts from Sub-lessees (Detail)
107: R86 Property Plant and Equipment - Net - Components of HTML 75K
Property Plant and Equipment (Detail)
108: R87 Accrued and Other Current Liabilities - Schedule HTML 69K
of Accrued and Other Current Liabilities (Detail)
109: R88 Other Liabilities and Deferred Credits - Summary HTML 62K
of Other Liabilities and Deferred Credits (Detail)
110: R89 Indebtedness - Summary of Debt (Detail) HTML 163K
111: R90 Indebtedness - Summary of Debt (Parenthetical) HTML 50K
(Detail)
112: R91 Indebtedness - Additional Information (Detail) HTML 475K
113: R92 Indebtedness - Schedule of Principal Maturities of HTML 75K
Debt (Detail)
114: R93 VIE Arrangements - Summary of Number of Current HTML 67K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
115: R94 VIE Arrangements - Additional Information (Detail) HTML 59K
116: R95 VIE Arrangements - Carrying Values of Assets and HTML 132K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
117: R96 Lease Pass-Through Financing Obligation - HTML 68K
Additional Information (Detail)
118: R97 Lease Pass-Through Financing Obligation - Summary HTML 63K
of Future Minimum Lease Payments to be Received
from Investors (Detail)
119: R98 Sale-Leaseback Arrangements - Additional HTML 58K
Information (Detail)
120: R99 Sale-Leaseback Financing Obligation - Additional HTML 76K
Information (Detail)
121: R100 Sale-Leaseback Financing Obligation - Schedule of HTML 60K
Future Minimum Annual Rentals to Be Received from
Customers (Detail)
122: R101 Sale-Leaseback Financing Obligation - Schedule of HTML 55K
Future Minimum Annual Lease Payments to Investor
under Financing Arrangement (Detail)
123: R102 Redeemable Noncontrolling Interests in HTML 76K
Subsidiaries - Activity of Redeemable
Noncontrolling Interests in Subsidiaries (Detail)
124: R103 Stockholders' Equity - Additional Information HTML 64K
(Detail)
125: R104 Stockholders' Equity - Schedule of Reserved Shares HTML 54K
of Common Stock for Future Issuance (Detail)
126: R105 Equity Award Plans - Additional Information HTML 111K
(Detail)
127: R106 Equity Award Plans - Summary of Stock Option HTML 101K
Activity (Detail)
128: R107 Equity Award Plans - Summary of Stock Option HTML 49K
Activity (Parenthetical) (Detail)
129: R108 Equity Award Plans - Summary of Fair Value of HTML 55K
Stock Options Granted Using Weighted-Average
Assumptions (Detail)
130: R109 Equity Award Plans - Summary of RSU Activity HTML 77K
(Detail)
131: R110 Equity Award Plans - Summary of Stock-Based HTML 56K
Compensation Expense Capitalized (Detail)
132: R111 Equity Award Plans - Summary of Stock-Based HTML 57K
Compensation Expense Recognized (Detail)
133: R112 Income Taxes - Components of Domestic and Foreign HTML 53K
(Loss) Income before Income Taxes (Detail)
134: R113 Income Taxes - Schedule of Income Tax Provision HTML 74K
(Benefit) (Detail)
135: R114 Income Taxes - Schedule of Reconciliation of HTML 80K
Effective Tax Rate (Detail)
136: R115 Income Taxes - Schedule of Deferred Tax Assets and HTML 90K
Liabilities (Detail)
137: R116 Income Taxes - Schedule of Current and Noncurrent HTML 70K
Deferred Tax Assets and Liabilities (Detail)
138: R117 Income Taxes - Additional Information (Detail) HTML 121K
139: R118 Income Taxes - Reconciliation of Unrecognized Tax HTML 56K
Benefits (Detail)
140: R119 Defined Contribution Plan - Additional Information HTML 46K
(Detail)
141: R120 Related Party Transactions - Components of Related HTML 55K
Party Transactions (Detail)
142: R121 Related Party Transactions - Summary of Related HTML 60K
Party Balances (Detail)
143: R122 Commitments and Contingencies - Additional HTML 92K
Information (Detail)
144: R123 Commitments and Contingencies - Future Minimum HTML 63K
Lease Payments under Noncancelable Leases (Detail)
145: R124 Basic and Diluted Net Loss Per Share - Computation HTML 68K
of Company's Basic and Diluted Net Loss Per Share
(Detail)
146: R125 Basic and Diluted Net Loss Per Share - Schedule of HTML 58K
Weighted-Average Outstanding Shares of Common
Stock Equivalents Excluded from Computation of
Diluted Net Loss Per Share (Detail)
147: R126 Subsequent Events - Additional Information HTML 56K
(Detail)
149: XML IDEA XML File -- Filing Summary XML 281K
148: EXCEL IDEA Workbook of Financial Reports XLSX 181K
16: EX-101.INS XBRL Instance -- scty-20151231 XML 7.65M
18: EX-101.CAL XBRL Calculations -- scty-20151231_cal XML 394K
19: EX-101.DEF XBRL Definitions -- scty-20151231_def XML 1.29M
20: EX-101.LAB XBRL Labels -- scty-20151231_lab XML 2.34M
21: EX-101.PRE XBRL Presentations -- scty-20151231_pre XML 1.96M
17: EX-101.SCH XBRL Schema -- scty-20151231 XSD 369K
150: ZIP XBRL Zipped Folder -- 0001564590-16-012549-xbrl Zip 404K
NINTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH &
DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
This NINTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of December 9, 2015 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, LLC (as successor in interest of SILEVO INC.) (“SILEVO”), a Delaware limited liability company with its principal office located at 47700 Kato Road, Fremont, California 94538. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”
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I. |
RECITALS |
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1.1. |
FOUNDATION and SILEVO entered into that certain Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology effective as of September 2, 2014, as amended by a First Amendment thereto effective as of October 31, 2014, a Second Amendment thereto effective as of December 15, 2014, a Third Amendment thereto effective as of February 12, 2015, a Fourth Amendment thereto effective as of March 30, 2015, a Fifth Amendment thereto effective as of June 30, 2015, a Sixth Amendment thereto effective as of September 1, 2015, a Seventh Amendment thereto effective as of October 9, 2015, and an Eighth Amendment thereto effective as of October 26, 2015 (as amended, the “Agreement”). |
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1.2. |
The parties wish to amend the Agreement to make certain clarifications and revisions as set forth in this Amendment. |
THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
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II. |
DEFINED TERMS |
In addition to the terms defined elsewhere in this Amendment, capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
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III. |
AMENDMENTS |
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3.1 |
Funding Commitment. Concurrently with its execution of this Amendment, FOUNDATION will provide a signed letter (executed by an authorized officer of the foundation, Director level or higher) in the form attached hereto as Exhibit A, along with the Grant disbursement agreement (GDA) attached evidencing the commitment of the State of New York to the funding for the performance of the obligations of the FOUNDATION under the Agreement. |
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3.2 |
SILEVO Employment Targets |
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(a) |
Section 4.4 of the Agreement is deleted and replaced by the following: |
(a) Provided FOUNDATION performs its obligations under Sections 4.1(c) and 5.1(a) - 5.1(c), SILEVO will employ and hire as SILEVO employees personnel for a minimum of 1,460 jobs headquartered in the City of Buffalo, New York, with SILEVO to employ and hire as SILEVO employees personnel for 500 of such jobs for the Manufacturing Operation at the Manufacturing Facility over the initial two (2) years of the collaboration commencing on the Manufacturing Facility Completion Date.
(b) If Manufacturing Facility Completion occurs after the Completion Deadline, then the periods set forth above shall be extended one day for each day between the Completion Deadline and the date that Manufacturing Facility Completion occurs. SILEVO commits to the retention of these jobs for a period of no less than five (5) years.
(c) In addition to the 1,460 jobs under Section 4.4(a), provided FOUNDATION performs its obligations under Sections 4.1(c) and 5.1(a) - 5.1(c), SILEVO agrees to employ personnel for a minimum of 2,000 jobs over the five years of the collaboration following Manufacturing Facility Completion to be located in New York State. SILEVO commits to the retention of these jobs for a period of no less than five (5) years.
(d) Provided FOUNDATION performs its obligations under Sections 4.1(c) and 5.1(a) - 5.1(c), SILEVO commits to employ 5,000 people in total in New York State (which may include jobs described in Sections 4.4(a), (b) and (c)) by the tenth (10th) anniversary of the Manufacturing Facility Completion Date.
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(b) |
The provisions of Section 4.1(a) and Exhibit A (section entitled Job Creation) of the Agreement are deemed modified to be consistent with the revised Section 4.4 of the Agreement above. |
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3.3 |
Contingencies |
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(a) |
Section 19.14 of the Agreement is amended by deleting the reference to November 30, 2015 and replacing it with “March 31, 2016”. |
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(b) |
Notwithstanding anything to the contrary herein, the effectiveness of this Amendment is conditioned upon FOUNDATION’s strict and timely performance of its obligation under Section 3.1 above. If FOUNDATION fails to strictly and timely perform such obligations, this Amendment shall be of no further force and effect. |
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IV. |
MISCELLANEOUS |
No amendment or modification of this Amendment shall be valid or binding upon the Parties unless in a writing executed by both of the Parties. This Amendment, together with the Agreement, is the complete and exclusive statement of the agreement of the Parties in respect of the subject matter described in this Amendment and shall supersede all prior and contemporaneous agreements, communications, representations, and understandings, either oral or written, between the Parties or any officers, agents or representatives thereof. This Amendment may be signed in one or more counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute the same Amendment. Any signed copy of this Amendment made by photocopy, facsimile or PDF Adobe format shall be considered an original. Except as amended and/or modified by this Amendment, the Agreement is hereby ratified and confirmed and all other terms of the Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall prevail. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their duly authorized representatives as of the Effective Date.
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THE RESEARCH FOUNDATION FOR |
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By: |
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Name: |
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Title: |
RF Operations Manager |
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Date: |
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SILEVO, LLC |
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By: |
/s/ Zheng Xu |
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Name: |
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Title: |
Chief Executive officer |
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Date: |
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2
FUNDING LETTER
[Fort Schuyler Management Corporation Letterhead]
December ___, 2015
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Re: |
Funding for Construction of Manufacturing Facility and Purchase of Manufacturing Equipment for approximately 1,000,000 square foot Facility for Silevo, LLC at the Riverbend Development Site in Buffalo, New York, pursuant to the terms of the Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology dated September 2, 2014, as modified (the “Silevo Project”) |
Dear Sir or Madam:
This letter confirms that (a) the State of New York has approved the Silevo Project, (b) the executive and legislative branches of the State of New York have finalized a state budget that includes full funding for the obligations of The Research Foundation for the State University of New York and/or Fort Schuyler Management Corporation (“FSMC”) with respect to the Silevo Project of at least $750,000,000, (c) the Empire State Development Corporation (“ESDC”) and FSMC have executed the attached Grant Disbursement Agreement (“GDA”) dedicating the funds identified therein, consisting of not less than $750,000,000, to the Silevo Project, (d) a public hearing to solicit input on the program was held and did not result in any major input or reaction from the public (as indicated in the attached meeting notes) and no modification of the GDA was required as a result of the hearing and (e) ESDC is reviewing, approving and disbursing funds for the Silevo Project.
Please call me if you have any questions concerning this letter.
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Very truly yours, |
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FORT SCHUYLER MANAGEMENT CORPORATION |
Attachment - Grand Disbursement Agreement (GDA)
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/16 | 10-Q, 8-K | |||
| Filed on: | 2/10/16 | 8-K, S-8 | ||
| For Period end: | 12/31/15 | 5 | ||
| 12/9/15 | ||||
| 12/8/15 | ||||
| 11/30/15 | 424B5, 8-K, ABS-15G | |||
| 10/26/15 | ||||
| 10/9/15 | ||||
| 9/1/15 | ||||
| 6/30/15 | 10-Q | |||
| 3/30/15 | 424B5, 8-K, FWP | |||
| 2/12/15 | ||||
| 12/15/14 | ||||
| 10/31/14 | ||||
| 9/2/14 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA 9/20/16 SEC UPLOAD¶ 10/04/17 1:125K Solarcity Corp. 8/26/16 SEC UPLOAD¶ 10/04/17 1:144K Solarcity Corp. 7/26/16 SEC UPLOAD¶ 10/04/17 1:161K Solarcity Corp. 6/17/16 SEC UPLOAD¶ 10/04/17 1:158K Solarcity Corp. 5/23/16 SEC UPLOAD¶ 10/04/17 1:165K Solarcity Corp. |