TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power”), an owner
and operator of clean energy power plants, today reported fourth
quarter and full year 2016 financial results and filed its Form
10-K for the annual period ended December 31, 2016 with the
Securities and Exchange Commission. The Form 10-K is available on
the Investors section of TerraForm Power’s website at
www.terraformpower.com.
“The filing of our Form 10-K for 2016 is an important milestone
for TerraForm Power. In addition, we have made significant progress
in meeting the closing conditions for the Brookfield transaction,
including the approval of our settlement agreement with SunEdison
by the bankruptcy court,” said Peter Blackmore, Chairman and
Interim CEO of TerraForm Power. “Our team remains focused on
meeting the outstanding closing conditions, which include the
receipt of certain regulatory approvals and shareholder approval of
the transaction. We continue to expect the transaction to close in
the second half of 2017.”
4Q 2016 and FY 2016 Results: Key Metrics
|
4Q 2016 |
4Q 2015 |
% change YoY |
|
2016 |
2015 |
% change YoY |
Revenue, net ($M) |
$135 |
$106 |
28% |
|
$655 |
$470 |
39% |
Net Income / (Loss) ($M) |
($135) |
($156) |
n/a |
|
($242) |
($208) |
n/a |
|
|
|
|
|
|
|
|
MW (net) in operation at end of period |
2,983 |
2,931 |
2% |
|
2,983 |
2,931 |
2% |
Capacity Factor |
28.2% |
22.9% |
+530 bps |
|
28.6% |
22.3% |
+630 bps |
MWh (000s) |
1,912 |
1,069 |
79% |
|
7,724 |
3,462 |
123% |
Adj. Revenue / MWh |
$76 |
$100 |
-24% |
|
$90 |
$135 |
-34% |
Adj. Revenue ($M) |
$146 |
$107 |
36% |
|
$692 |
$467 |
48% |
Adj. EBITDA ($M) |
$112 |
$72 |
55% |
|
$516 |
$358 |
44% |
Adj. EBITDA margin |
76.6% |
67.1% |
+950 bps |
|
74.5% |
76.6% |
(210) bps |
CAFD ($M) |
$84 |
$23 |
263% |
|
$166 |
$228 |
-27% |
|
|
|
|
|
|
|
|
Unrestricted Cash ($M) at end of period |
$565 |
$627 |
-10% |
|
$565 |
$627 |
-10% |
|
|
|
|
|
|
|
|
As disclosed in the Company’s Form 10-K for 2016, as
of December 31, 2016, the Company did not maintain an
effective control environment based on certain identified material
weaknesses. Notwithstanding such material weaknesses, our
management concluded that our consolidated financial statements in
the Form 10-K for 2016 present fairly, in all material respects,
the Company’s financial position, results of operations and cash
flows as of the dates, and for the periods presented, in conformity
with generally accepted accounting principles. The audited
financial statements for the year ended December 31,
2016 include a going concern explanatory note.
Investor Conference Call
The Company will host an investor conference call and webcast to
discuss its 4Q and Full Year 2016 results.
Date: |
Tuesday,
August 1, 2017 |
Time: |
4:30 pm
ET |
US Toll-Free
#: |
(844)
464-3938 |
International
#: |
(765)
507-2638 |
Code: |
54584781 |
Webcast: |
http://edge.media-server.com/m/p/wkdrxfwd |
|
|
The webcast will also be available on TerraForm Power's investor
relations website: www.terraformpower.com. A replay of the webcast
will be available for those unable to attend the live webcast.
Annual Meeting
TerraForm Power has scheduled its annual meeting of stockholders
for August 10, 2017 at 4:30 pm ET. As the Company did not hold an
annual meeting of stockholders in 2016, pursuant to Rule 14a-8
under the Exchange Act, the Company has set a new deadline for the
receipt of any stockholder proposals submitted pursuant to Rule
14a-8 for inclusion in its proxy materials for the 2017 Annual
Meeting. In order to be considered timely, such stockholder
proposals must have been received by the Company no later than July
21, 2017. This deadline will also apply in determining whether
notice is timely for purposes of exercising discretionary voting
authority with respect to proxies for purposes of Rule 14a-4(c)
under the Exchange Act. Pursuant to the Company’s Amended and
Restated Bylaws, a stockholder who wishes to bring business before
the 2017 Annual Meeting outside of Rule 14a-8 under the Exchange
Act or nominate a person for election to the Board of Directors of
the Company must ensure that written notice of such proposal or
nomination is received no later than the close of business on July
31, 2017, which is the 10th day following the day on which notice
of the date of the 2017 Annual Meeting was publicly announced by
the Company.
All stockholder proposals submitted pursuant to Rule 14a-8 under
the Exchange Act, and all notices of other stockholder proposals
and director nominations, must be delivered to or mailed and
received at the principal executive offices of the Company, at
TerraForm Power, Inc., 7550 Wisconsin Ave., 9th Floor, Bethesda,
Maryland 20814. The Company’s Bylaws also specify certain
requirements regarding the form and content of notices of
stockholder proposals and director nominations. The Company
reserves the right to reject, rule out of order or take other
appropriate action with respect to any proposal or nomination that
does not comply with these and other applicable requirements.
Additional details on the meeting can be found on the Investors
section of TerraForm Power’s website at
www.terraformpower.com.
About TerraForm Power
TerraForm Power is a renewable energy company that is changing
how energy is generated, distributed and owned. TerraForm Power
creates value for its investors by owning and operating clean
energy power plants. For more information about TerraForm Power,
please visit: www.terraformpower.com.
Safe Harbor Disclosure
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. These statements involve
estimates, expectations, projections, goals, assumptions, known and
unknown risks, and uncertainties and typically include words or
variations of words such as “expect,” “anticipate,” “believe,”
“intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,”
“guidance,” “outlook,” “objective,” “forecast,” “target,”
“potential,” “continue,” “would,” “will,” “should,” “could,” or
“may” or other comparable terms and phrases. All statements that
address operating performance, events, or developments that
TerraForm Power expects or anticipates will occur in the future are
forward-looking statements. They may include estimates of cash
available for distribution (CAFD), earnings, revenues, capital
expenditures, liquidity, capital structure, future growth, and
other financial performance items (including future dividends per
share), descriptions of management’s plans or objectives for future
operations, products, or services, or descriptions of assumptions
underlying any of the above. Forward-looking statements provide
TerraForm Power’s current expectations or predictions of future
conditions, events, or results and speak only as of the date they
are made. Although TerraForm Power believes its expectations
and assumptions are reasonable, it can give no assurance that these
expectations and assumptions will prove to have been correct and
actual results may vary materially.
By their nature, forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements.
Factors that might cause such differences include, but are not
limited to, the expected timing and likelihood of completion of the
previously announced merger and sponsorship transaction with
Brookfield Asset Management, Inc. and its affiliates (the
“Sponsorship Transaction”), including the timing, receipt and terms
and conditions of any required governmental approvals of the
Sponsorship Transaction that could cause the parties to abandon the
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement relating to the Sponsorship Transaction; the risk of
failure of the holders of a majority of the outstanding Shares to
adopt the merger agreement and other agreements contemplated by the
Sponsorship Transaction and to obtain the requisite stockholder
approvals; the risk that the parties may not be able to satisfy the
conditions to the Sponsorship Transaction in a timely manner or at
all; risks related to disruption of management time from ongoing
business operations due to the Sponsorship Transaction; the risk
that any announcements relating to the Sponsorship Transaction
could have adverse effects on the market price of the Company’s
common stock; the risk that the Sponsorship Transaction and its
announcement could have an adverse effect on the Company’s ability
to retain and hire key personnel and maintain relationships with
its suppliers and customers and on its operating results and
businesses generally; risks related to the SunEdison bankruptcy,
including our transition away from reliance on SunEdison for
management, corporate and accounting services, employees, critical
systems and information technology infrastructure, and the
operation, maintenance and asset management of our renewable energy
facilities; risks related to events of default and potential events
of default arising under our revolving credit facility, the
indentures governing our senior notes, and/or project-level
financing; risks related to failure to satisfy the requirements of
Nasdaq, which could result in the delisting of our common stock;
risks related to delays in our filing of periodic reports with the
SEC; pending and future litigation; our ability to integrate the
projects we acquire from third parties or otherwise realize the
anticipated benefits from such acquisitions; the willingness and
ability of counterparties to fulfill their obligations under
offtake agreements; price fluctuations, termination provisions and
buyout provisions in offtake agreements; our ability to
successfully identify, evaluate, and consummate acquisitions;
government regulation, including compliance with regulatory and
permit requirements and changes in market rules, rates, tariffs,
environmental laws and policies affecting renewable energy;
operating and financial restrictions under agreements governing
indebtedness; the condition of the debt and equity capital markets
and our ability to borrow additional funds and access capital
markets, as well as our substantial indebtedness and the
possibility that we may incur additional indebtedness going
forward; our ability to compete against traditional and renewable
energy companies; potential conflicts of interests or distraction
due to the fact that several of our directors and most of our
executive officers are also directors or executive officers of
TerraForm Global, Inc.; and hazards customary to the power
production industry and power generation operations, such as
unusual weather conditions and outages. Furthermore, any dividends
that we may pay in the future will be subject to available capital,
market conditions, and compliance with associated laws and
regulations. Many of these factors are beyond TerraForm Power’s
control.
TerraForm Power disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in
underlying assumptions, factors, or expectations, new information,
data, or methods, future events, or other changes, except as
required by law. The foregoing list of factors that might cause
results to differ materially from those contemplated in the
forward-looking statements should be considered in connection with
information regarding risks and uncertainties which are described
in TerraForm Power’s Form 10-K for the fiscal year ended December
31, 2016, as well as additional factors it may describe from time
to time in other filings with the Securities and Exchange
Commission. You should understand that it is not possible to
predict or identify all such factors and, consequently, you should
not consider any such list to be a complete set of all potential
risks or uncertainties.
Adjusted Revenue
Adjusted Revenue (defined below) is a supplemental non-GAAP
measure used by our management for internal planning purposes,
including for certain aspects of our consolidating operating
budget. This measurement is not recognized in accordance with GAAP
and should not be viewed as an alternative to GAAP measures of
performance, including revenue. Please see Appendix Table A-1 below
for our definition of Adjusted Revenue and additional disclosure on
the usefulness of Adjusted Revenue as a supplementary non-GAAP
measure and on its limitations.
Adjusted EBITDA
Adjusted EBITDA (defined below) is a supplemental non-GAAP
financial measure which eliminates the impact on net income of
certain unusual or non-recurring items and other factors that we do
not consider representative of our core business or future
operating performance. This measurement is not recognized in
accordance with GAAP and should not be viewed as an alternative to
GAAP measures of performance, including net income (loss). The
presentation of Adjusted EBITDA should not be construed as an
implication that our future results will be unaffected by
non-operating, unusual or non-recurring items. Please see Appendix
Table A-1 below for our definition of Adjusted EBITDA and
additional disclosure on the usefulness of Adjusted EBITDA as a
supplementary non-GAAP measure and on its limitations.
Cash Available for Distribution (CAFD)
CAFD (defined below) is a supplemental non-GAAP measure of
results from normal operations after debt service, payments to
non-controlling interests, maintenance capital expenditures and
other operating cash flows. This measurement is not recognized in
accordance with GAAP and should not be viewed as an alternative to
GAAP measures, including net income, net cash provided by (used in)
operating activities or any other measure determined in accordance
with GAAP, nor is it indicative of funds available to meet our
total cash needs. Please see Appendix Table A-1 below for our
definition of CAFD and additional disclosure on the usefulness of
CAFD as a supplementary non-GAAP measure and on its
limitations.
|
TERRAFORM POWER, INC. AND
SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF
OPERATIONS |
(In thousands, except per share
data) |
|
|
Year Ended December 31, |
|
2016 |
|
2015 |
|
2014 |
Operating revenues,
net |
$ |
654,556 |
|
|
$ |
469,506 |
|
|
$ |
127,156 |
|
Operating costs and
expenses: |
|
|
|
|
|
Cost of
operations |
113,302 |
|
|
70,468 |
|
|
10,630 |
|
Cost of
operations – affiliate |
26,683 |
|
|
19,915 |
|
|
8,063 |
|
General
and administrative expenses |
89,995 |
|
|
55,811 |
|
|
20,984 |
|
General
and administrative expenses – affiliate |
14,666 |
|
|
55,330 |
|
|
19,144 |
|
Acquisition and related costs |
2,743 |
|
|
49,932 |
|
|
10,177 |
|
Acquisition and related costs – affiliate |
— |
|
|
5,846 |
|
|
5,049 |
|
Loss on
prepaid warranty – affiliate |
— |
|
|
45,380 |
|
|
— |
|
Goodwill
impairment |
55,874 |
|
|
— |
|
|
— |
|
Impairment of renewable energy facilities |
18,951 |
|
|
— |
|
|
— |
|
Depreciation, accretion and amortization expense |
243,365 |
|
|
161,310 |
|
|
41,280 |
|
Formation
and offering related fees and expenses |
— |
|
|
— |
|
|
3,570 |
|
Formation
and offering related fees and expenses - affiliate |
— |
|
|
— |
|
|
1,870 |
|
Total
operating costs and expenses |
565,579 |
|
|
463,992 |
|
|
120,767 |
|
Operating income |
88,977 |
|
|
5,514 |
|
|
6,389 |
|
Other expenses
(income): |
|
|
|
|
|
Interest
expense, net |
310,336 |
|
|
167,805 |
|
|
86,191 |
|
Loss
(gain) on extinguishment of debt, net |
1,079 |
|
|
16,156 |
|
|
(7,635 |
) |
Loss on
foreign currency exchange, net |
13,021 |
|
|
19,488 |
|
|
14,007 |
|
Loss on
investments and receivables – affiliate |
3,336 |
|
|
16,079 |
|
|
— |
|
Other
expenses, net |
2,218 |
|
|
7,362 |
|
|
438 |
|
Total
other expenses, net |
329,990 |
|
|
226,890 |
|
|
93,001 |
|
Loss before income tax
expense (benefit) |
(241,013 |
) |
|
(221,376 |
) |
|
(86,612 |
) |
Income tax expense
(benefit) |
494 |
|
|
(13,241 |
) |
|
(4,689 |
) |
Net loss |
(241,507 |
) |
|
(208,135 |
) |
|
(81,923 |
) |
Less: Pre-acquisition
net income (loss) of renewable energy facilities acquired from
SunEdison |
— |
|
|
1,610 |
|
|
(1,498 |
) |
Less: Predecessor loss
prior to the IPO on July 23, 2014 |
— |
|
|
— |
|
|
(10,357 |
) |
Net loss subsequent to
IPO and excluding pre-acquisition net income (loss) of renewable
energy facilities acquired from SunEdison |
(241,507 |
) |
|
(209,745 |
) |
|
(70,068 |
) |
Less: Net income
attributable to redeemable non-controlling interests |
18,365 |
|
|
8,512 |
|
|
— |
|
Less: Net loss
attributable to non-controlling interests |
(130,025 |
) |
|
(138,371 |
) |
|
(44,451 |
) |
Net loss attributable
to Class A common stockholders |
$ |
(129,847 |
) |
|
$ |
(79,886 |
) |
|
$ |
(25,617 |
) |
|
|
|
|
|
|
Weighted
average number of shares: |
|
|
|
|
|
Class A common stock - Basic and diluted |
90,815 |
|
|
65,883 |
|
|
29,602 |
|
Loss per
share: |
|
|
|
|
|
Class A common stock - Basic and diluted |
$ |
(1.47 |
) |
|
$ |
(1.25 |
) |
|
$ |
(0.87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TERRAFORM POWER, INC. AND
SUBSIDIARIES |
CONSOLIDATED BALANCE SHEETS |
(In thousands, except share and per share
data) |
|
|
December 31, 2016 |
|
December 31, 2015 |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and
cash equivalents |
$ |
565,333 |
|
|
$ |
626,595 |
|
Restricted cash |
114,950 |
|
|
152,586 |
|
Accounts
receivable, net |
89,461 |
|
|
103,811 |
|
Prepaid
expenses and other current assets |
61,749 |
|
|
53,769 |
|
Assets
held for sale |
61,523 |
|
|
— |
|
Total
current assets |
893,016 |
|
|
936,761 |
|
|
|
|
|
Renewable energy
facilities, net, including consolidated VIEs of $3,434,549 and
$3,558,041 in 2016 and 2015, respectively |
4,993,251 |
|
|
5,834,234 |
|
Intangible assets, net,
including consolidated VIEs of $875,095 and $929,580 in 2016 and
2015, respectively |
1,142,112 |
|
|
1,246,164 |
|
Goodwill |
— |
|
|
55,874 |
|
Deferred financing
costs, net |
7,798 |
|
|
10,181 |
|
Other assets |
114,863 |
|
|
120,343 |
|
Restricted cash |
2,554 |
|
|
13,852 |
|
Non-current assets held
for sale |
552,271 |
|
|
— |
|
Total
assets |
$ |
7,705,865 |
|
|
$ |
8,217,409 |
|
|
|
|
|
|
|
|
|
|
TERRAFORM POWER, INC. AND
SUBSIDIARIES |
CONSOLIDATED BALANCE SHEETS |
(In thousands, except share and per share
data) |
(CONTINUED) |
|
|
December 31, 2016 |
|
December 31, 2015 |
Liabilities,
Redeemable Non-controlling Interests and Stockholders'
Equity |
|
|
|
Current
liabilities: |
|
|
|
Current
portion of long-term debt and financing lease obligations,
including consolidated VIEs of $594,442 and $980,069 in 2016 and
2015, respectively |
$ |
2,212,968 |
|
|
$ |
2,037,919 |
|
Accounts
payable, accrued expenses and other current liabilities |
125,596 |
|
|
153,046 |
|
Deferred
revenue |
18,179 |
|
|
15,460 |
|
Due to
SunEdison, net |
16,692 |
|
|
26,598 |
|
Liabilities related to assets held for sale |
21,798 |
|
|
— |
|
Total
current liabilities |
2,395,233 |
|
|
2,233,023 |
|
Long-term debt and
financing lease obligations, less current portion, including
consolidated VIEs of $375,726 and $59,706 in 2016 and 2015,
respectively |
1,737,946 |
|
|
2,524,730 |
|
Deferred revenue, less
current portion |
55,793 |
|
|
70,492 |
|
Deferred income
taxes |
27,723 |
|
|
26,630 |
|
Asset retirement
obligations, including consolidated VIEs of $92,213 and $101,532 in
2016 and 2015, respectively |
148,575 |
|
|
215,146 |
|
Other long-term
liabilities |
31,470 |
|
|
31,408 |
|
Non-current liabilities
related to assets held for sale |
410,759 |
|
|
— |
|
Total
liabilities |
4,807,499 |
|
|
5,101,429 |
|
|
|
|
|
Redeemable
non-controlling interests |
180,367 |
|
|
175,711 |
|
Stockholders'
equity: |
|
|
|
Preferred
stock, $0.01 par value per share, 50,000,000 shares authorized, no
shares issued |
— |
|
|
— |
|
Class A
common stock, $0.01 par value per share, 850,000,000 shares
authorized, 92,476,776 and 79,734,265 shares issued in 2016 and
2015, respectively, and 92,223,089 and 79,612,533 shares
outstanding in 2016 and 2015, respectively |
920 |
|
|
784 |
|
Class B
common stock, $0.01 par value per share, 140,000,000 shares
authorized, 48,202,310 and 60,364,154 shares issued and outstanding
in 2016 and 2015, respectively |
482 |
|
|
604 |
|
Class B1
common stock, $0.01 par value per share, 260,000,000 shares
authorized, no shares issued |
— |
|
|
— |
|
Additional paid-in capital |
1,467,108 |
|
|
1,267,484 |
|
Accumulated deficit |
(234,440 |
) |
|
(104,593 |
) |
Accumulated other comprehensive income |
22,912 |
|
|
22,900 |
|
Treasury
stock, 253,687 and 121,732 shares in 2016 and 2015,
respectively |
(4,025 |
) |
|
(2,436 |
) |
Total
TerraForm Power, Inc. stockholders' equity |
1,252,957 |
|
|
1,184,743 |
|
Non-controlling interests |
1,465,042 |
|
|
1,755,526 |
|
Total
stockholders' equity |
2,717,999 |
|
|
2,940,269 |
|
Total
liabilities, redeemable non-controlling interests and stockholders'
equity |
$ |
7,705,865 |
|
|
$ |
8,217,409 |
|
|
|
|
|
|
|
|
|
|
TERRAFORM POWER, INC. AND
SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH
FLOWS |
(In thousands) |
|
|
Year Ended December 31, |
|
2016 |
|
2015 |
|
2014 |
Cash flows from
operating activities: |
|
|
|
|
|
Net
loss |
$ |
(241,507 |
) |
|
$ |
(208,135 |
) |
|
$ |
(81,923 |
) |
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
Depreciation, accretion and amortization expense |
243,365 |
|
|
161,310 |
|
|
41,280 |
|
Amortization of favorable and unfavorable rate revenue contracts,
net |
40,219 |
|
|
5,304 |
|
|
4,190 |
|
Goodwill
impairment |
55,874 |
|
|
— |
|
|
— |
|
Impairment of renewable energy facilities |
18,951 |
|
|
— |
|
|
— |
|
Amortization of deferred financing costs and debt discounts |
24,160 |
|
|
27,028 |
|
|
25,793 |
|
Unrealized loss on U.K. interest rate swaps |
24,209 |
|
|
— |
|
|
— |
|
Unrealized loss on commodity contract derivatives, net |
11,773 |
|
|
1,413 |
|
|
— |
|
Recognition of deferred revenue |
(16,527 |
) |
|
(9,909 |
) |
|
(258 |
) |
Stock-based compensation expense |
6,059 |
|
|
13,125 |
|
|
5,787 |
|
Unrealized loss on foreign currency exchange, net |
15,795 |
|
|
22,343 |
|
|
11,920 |
|
Loss
(gain) on extinguishment of debt, net |
1,079 |
|
|
16,156 |
|
|
(7,635 |
) |
Loss on
prepaid warranty - affiliate |
— |
|
|
45,380 |
|
|
— |
|
Loss on
investments and receivables - affiliate |
3,336 |
|
|
16,079 |
|
|
— |
|
Deferred
taxes |
375 |
|
|
(13,497 |
) |
|
(4,773 |
) |
Other,
net |
2,542 |
|
|
9,395 |
|
|
(9,257 |
) |
Changes
in assets and liabilities: |
|
|
|
|
|
Accounts receivable |
3,112 |
|
|
(11,272 |
) |
|
(3,431 |
) |
Prepaid expenses and other current assets |
(8,585 |
) |
|
12,189 |
|
|
22,921 |
|
Accounts payable, accrued expenses and other current
liabilities |
(1,156 |
) |
|
19,887 |
|
|
4,062 |
|
Deferred revenue |
4,803 |
|
|
19,383 |
|
|
71,129 |
|
Due to SunEdison, net |
— |
|
|
— |
|
|
4,422 |
|
Other, net |
3,932 |
|
|
(1,919 |
) |
|
— |
|
Net cash
provided by operating activities |
191,809 |
|
|
124,260 |
|
|
84,227 |
|
Cash flows from
investing activities: |
|
|
|
|
|
Cash paid
to third parties for renewable energy facility construction |
(45,869 |
) |
|
(647,561 |
) |
|
(1,122,293 |
) |
Acquisitions of renewable energy facilities from third parties, net
of cash acquired |
(4,064 |
) |
|
(2,471,600 |
) |
|
(644,890 |
) |
Change in
restricted cash |
(13,772 |
) |
|
(48,609 |
) |
|
23,635 |
|
Due to
SunEdison, net |
— |
|
|
(26,153 |
) |
|
(56,088 |
) |
Other
investments |
— |
|
|
(8,400 |
) |
|
— |
|
Net cash
used in investing activities |
$ |
(63,705 |
) |
|
$ |
(3,202,323 |
) |
|
$ |
(1,799,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TERRAFORM POWER, INC. AND
SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH
FLOWS |
(In thousands) |
(CONTINUED) |
|
|
Year Ended December 31, |
|
2016 |
|
2015 |
|
2014 |
Cash flows from
financing activities: |
|
|
|
|
|
Proceeds
from issuance of Class A common stock |
$ |
— |
|
|
$ |
921,610 |
|
|
$ |
770,421 |
|
Proceeds
from Senior Notes due 2023 |
— |
|
|
945,962 |
|
|
— |
|
Proceeds
from Senior Notes due 2025 |
— |
|
|
300,000 |
|
|
— |
|
Proceeds
from Term Loan |
— |
|
|
— |
|
|
575,000 |
|
Repayment
of Term Loan |
— |
|
|
(573,500 |
) |
|
(1,500 |
) |
Proceeds
from bridge loan |
— |
|
|
— |
|
|
400,000 |
|
Repayment
of bridge loan |
— |
|
|
— |
|
|
(400,000 |
) |
Proceeds
from Revolver |
— |
|
|
890,000 |
|
|
— |
|
Repayment
of Revolver |
(103,000 |
) |
|
(235,000 |
) |
|
— |
|
Borrowings of non-recourse long-term debt |
86,662 |
|
|
1,450,707 |
|
|
471,923 |
|
Principal
payments on non-recourse long-term debt |
(156,042 |
) |
|
(517,600 |
) |
|
(341,191 |
) |
Due to
SunEdison, net |
(32,256 |
) |
|
(138,923 |
) |
|
199,369 |
|
Sale of
membership interests in renewable energy facilities |
16,685 |
|
|
349,736 |
|
|
164,742 |
|
Distributions to non-controlling interests |
(23,784 |
) |
|
(28,145 |
) |
|
(1,323 |
) |
Repurchase of non-controlling interests in renewable energy
facilities |
(486 |
) |
|
(63,198 |
) |
|
— |
|
Distributions to SunEdison |
— |
|
|
(58,291 |
) |
|
— |
|
Net
SunEdison investment |
42,463 |
|
|
149,936 |
|
|
405,062 |
|
Payment
of dividends |
— |
|
|
(88,705 |
) |
|
(7,249 |
) |
Debt
financing fees |
(17,436 |
) |
|
(59,672 |
) |
|
(54,060 |
) |
Debt
prepayment premium |
— |
|
|
(6,412 |
) |
|
— |
|
Change in
restricted cash for principal debt service |
— |
|
|
— |
|
|
1,897 |
|
Net cash
(used in) provided by financing activities |
(187,194 |
) |
|
3,238,505 |
|
|
2,183,091 |
|
Net
(decrease) increase in cash and cash equivalents |
(59,090 |
) |
|
160,442 |
|
|
467,682 |
|
Effect of exchange rate
changes on cash and cash equivalents |
(2,172 |
) |
|
(2,401 |
) |
|
(172 |
) |
Cash and cash
equivalents at beginning of period |
626,595 |
|
|
468,554 |
|
|
1,044 |
|
Cash and cash
equivalents at end of period |
$ |
565,333 |
|
|
$ |
626,595 |
|
|
$ |
468,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix Table A-1: Reg.
G: TerraForm Power,
Inc.
Reconciliation of Net Income (Loss) to
Adjusted EBITDA to CAFD
We use a number of metrics and measures to evaluate our
financial and operating performance. These metrics and measures
also inform our strategic decision-making. These metrics and
measures include U.S. GAAP performance and liquidity measures,
including measures like revenue and net income (loss). They also
include supplemental non-U.S. GAAP measures, including Adjusted
Revenue, Adjusted EBITDA and CAFD. These supplemental
non-GAAP measures and their limitations are discussed below.
Because of the limitations described below, we encourage you to
review, and evaluate the basis for, each of the adjustments made to
arrive at Adjusted Revenue, Adjusted EBITDA and CAFD.
Adjusted EBITDA
We disclose Adjusted EBITDA because we believe Adjusted EBITDA is
useful to investors and other interested parties as a measure of
financial and operating performance and debt service capabilities.
We believe Adjusted EBITDA provides an additional tool to investors
and securities analysts to compare our performance across periods
and among us and our peer companies without regard to interest
expense, taxes and depreciation and amortization. In addition,
Adjusted EBITDA is also used by our management for internal
planning purposes, including for certain aspects of our
consolidated operating budget. We believe Adjusted EBITDA is useful
as a planning tool because it allows our management to compare
performance across periods on a consistent basis in order to more
easily view and evaluate operating and performance trends and as a
means of forecasting operating and financial performance and
comparing actual performance to forecasted expectations. For these
reasons, we also believe it is also useful for communicating with
shareholders, bondholders and lenders and other stakeholders.
Because of the limitations described below, however, we encourage
you to review, and evaluate the basis for, each of the adjustments
made to arrive at Adjusted EBITDA.
We define Adjusted EBITDA as net income (loss) plus
depreciation, accretion and amortization, non-cash affiliate
general and administrative costs, acquisition related expenses,
interest expense, gains (losses) on interest rate swaps, foreign
currency gains (losses), income tax (benefit) expense and stock
compensation expense, and certain other non-cash charges, unusual,
non-operating or non-recurring items and other items that we
believe are not representative of our core business or future
operating performance.
Adjusted EBITDA is a supplemental non-GAAP financial measure.
Our definitions and calculations of these items may not necessarily
be the same as those used by other companies. Adjusted EBITDA is
not a measure of liquidity or profitability and should not be
considered as an alternative to net income, operating income, net
cash provided by operating activities or any other measure
determined in accordance with U.S. GAAP. Moreover, Adjusted EBITDA
has certain limitations and should not be considered in isolation.
Some of these limitations are: (i) Adjusted EBITDA does not reflect
cash expenditures or future requirements for capital expenditures
or contractual liabilities or future working capital needs, (ii)
Adjusted EBITDA does not reflect the significant interest expenses
that we expect to incur or any income tax payments that we may
incur, and (iii) Adjusted EBITDA does not reflect depreciation and
amortization and, although these charges are non-cash, the assets
to which they relate may need to be replaced in the future, and
Adjusted EBITDA does not take into account any cash expenditures
required to replace those assets. Adjusted EBITDA also includes,
among other things, adjustments for goodwill impairment charges,
gains and losses on derivatives and foreign currency swaps,
acquisition related costs, and items that do not pertain to our
core operations, including adjustments for general and
administrative expenses we have incurred as a result of the
bankruptcy of SunEdison, Inc. and certain of its subsidiaries (the
“SunEdison bankruptcy”). These adjustments for items that we do not
believe are representative of our core business involve the
application of management judgment, and the presentation of
Adjusted EBITDA should not be construed to imply that our future
results will be unaffected by non-operating, unusual or
non-recurring items.
Cash Available for Distribution
We disclose CAFD because we believe cash available for
distribution is useful to investors in evaluating our operating
performance and because securities analysts and other stakeholders
analyze CAFD as a measure of our financial and operating
performance and our ability to pay dividends. In addition, cash
available for distribution is used by management for internal
planning purposes and for evaluating the attractiveness of
investments and acquisitions. Because of the limitations described
below, however, we encourage you to review, and evaluate the basis
for, each of the adjustments made to calculate CAFD.
We define “cash available for distribution” or “CAFD” as
Adjusted EBITDA as adjusted for certain cash flow items that we
associate with our operations. Cash available for distribution
represents Adjusted EBITDA (i) minus deposits into (or plus
withdrawals from) restricted cash accounts required by project
financing arrangements to the extent they decrease (or increase)
cash provided by operating activities, (ii) minus cash
distributions paid to non-controlling interests in our renewable
energy facilities, if any, (iii) minus scheduled project-level and
other debt service payments and repayments in accordance with the
related borrowing arrangements, to the extent they are paid from
operating cash flows during a period, (iv) minus non-expansionary
capital expenditures, if any, to the extent they are paid from
operating cash flows during a period, (v) plus or minus operating
items as necessary to present the cash flows we deem representative
of our core business operations, with the approval of the audit
committee of the board of directors of TerraForm Power, Inc.
CAFD is a supplemental non-GAAP financial measure. Our
definitions and calculations of CAFD may not necessarily be the
same as those used by other companies. CAFD is not it indicative of
the funds needed by us to operate our business. It should not be
considered as an alternative to net income (loss), operating
income, net cash provided by operating activities or any other
performance or liquidity measure determined in accordance with U.S.
GAAP. CAFD has certain limitations and should not be considered in
isolation. Some of these limitations are: (i) CAFD includes all of
the adjustments and exclusions made to Adjusted EBITDA described
above, including, but not limited to, not reflecting depreciation
and amortization, and excludes certain other cash flow items that
are not representative of our core business operations. These
adjustments for items that we do not believe are representative of
our core business involve the application of management judgment,
and the presentation of CAFD should not be construed to imply that
our future results will be unaffected by infrequent, non-operating,
unusual or non-recurring items.
The following table presents a reconciliation of net loss to
Adjusted EBITDA to CAFD:
|
|
Three Months EndedDecember 31, |
|
Twelve Months EndedDecember 31, |
(in thousands) |
|
2016 |
|
2015 |
|
2016 |
|
2015 |
Net income (loss) |
|
($135,354 |
) |
|
($156,027 |
) |
|
($241,507 |
) |
|
($208,135 |
) |
Interest
expense, net |
|
67,225 |
|
|
46,203 |
|
|
310,336 |
|
|
167,805 |
|
Income
tax provision |
|
(2,621 |
) |
|
(16,083 |
) |
|
494 |
|
|
(13,241 |
) |
Depreciation, accretion and amortization expense (a) |
|
75,430 |
|
|
51,321 |
|
|
283,584 |
|
|
166,614 |
|
General
and administrative expenses (b) |
|
19,070 |
|
|
14,443 |
|
|
60,522 |
|
|
51,330 |
|
Stock-based compensation expense (c) |
|
2,202 |
|
|
2,104 |
|
|
6,059 |
|
|
12,134 |
|
Acquisition and related costs, including affiliate (d) |
|
- |
|
|
23,058 |
|
|
2,743 |
|
|
55,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on
prepaid warranty with affiliate (e) |
|
- |
|
|
45,380 |
|
|
- |
|
|
45,380 |
|
Unrealized loss on derivatives, net (f) |
|
6,767 |
|
|
2,268 |
|
|
11,773 |
|
|
1,413 |
|
Loss
(gain) on extinguishment of debt, net (g) |
|
1,079 |
|
|
7,504 |
|
|
1,079 |
|
|
16,156 |
|
LAP
settlement payment (h) |
|
- |
|
|
10,000 |
|
|
- |
|
|
10,000 |
|
Eastern
Maine Electric Cooperative litigation reserve (i) |
|
- |
|
|
14,000 |
|
|
- |
|
|
14,000 |
|
Impairment charge (j) |
|
71,549 |
|
|
- |
|
|
74,825 |
|
|
- |
|
Non-recurring facility-level non-controlling interest member
transaction fees (k) |
|
- |
|
|
1,305 |
|
|
- |
|
|
4,058 |
|
Loss
(gain) on foreign currency exchange, net (l) |
|
9,446 |
|
|
9,733 |
|
|
15,795 |
|
|
19,488 |
|
Loss on
investments and receivables with affiliate (m) |
|
2,491 |
|
|
16,079 |
|
|
3,336 |
|
|
16,079 |
|
Other
non-cash items (n) |
|
(6,235 |
) |
|
(5,048 |
) |
|
(14,822 |
) |
|
(9,310 |
) |
Other
non-operating expenses (o) |
|
662 |
|
|
5,811 |
|
|
1,354 |
|
|
8,153 |
|
Adjusted
EBITDA |
|
$111,711 |
|
|
$72,051 |
|
|
$515,512 |
|
|
$357,702 |
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$111,711 |
|
|
$72,051 |
|
|
$515,512 |
|
|
$357,702 |
|
Interest
payments (p) |
|
(72,696 |
) |
|
(52,497 |
) |
|
(249,944 |
) |
|
(138,094 |
) |
Principal
payments (q) |
|
(33,673 |
) |
|
(27,256 |
) |
|
(92,220 |
) |
|
(45,910 |
) |
Cash
distributions to non-controlling interests, net (r) |
|
(3,948 |
) |
|
(5,910 |
) |
|
(18,758 |
) |
|
(23,498 |
) |
Non-expansionary capital expenditures |
|
(2,280 |
) |
|
(7,758 |
) |
|
(8,588 |
) |
|
(13,050 |
) |
(Deposits
into)/withdrawals from restricted cash accounts |
|
83,628 |
|
|
(42 |
) |
|
(4,545 |
) |
|
18,637 |
|
Other: |
|
|
|
|
|
|
|
|
Contributions received pursuant to agreements with SunEdison
(s) |
|
- |
|
|
- |
|
|
8,000 |
|
|
15,142 |
|
Economic
ownership adjustments (t) |
|
- |
|
|
39,558 |
|
|
- |
|
|
53,147 |
|
Other
items (u) |
|
996 |
|
|
4,952 |
|
|
16,545 |
|
|
3,945 |
|
Estimated cash
available for distribution |
|
$83,738 |
|
|
$23,098 |
|
|
$166,002 |
|
|
$228,021 |
|
Impact of
defaults on changes in restricted cash (v) |
|
(4,885 |
) |
|
– |
|
|
(4,885 |
) |
|
– |
|
Estimated cash
available for distribution excluding defaults |
|
$88,623 |
|
|
$23,098 |
|
|
$170,887 |
|
|
$228,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a) Includes reductions within operating revenues, due to net
amortization of favorable and unfavorable rate revenue contracts,
of $5.3 million and $40.2 million for the year ended December 31,
2015 and 2016, respectively, of which $3.7 million and $10.1
million were within the three months ended December 31, 2015 and
2016, respectively.
b) Pursuant to the management services agreement, SunEdison
agreed to provide or arrange for other service providers to provide
management and administrative services to us. For the year ended
December 31, 2015, cash consideration of $4.0 million was paid to
SunEdison for these services, and the amount of general and
administrative expense – affiliate in excess of the fees paid to
SunEdison in the period was treated as an addback in the
reconciliation of net income (loss) to Adjusted EBITDA. In the year
ended December 31, 2016 we accrued $8.8 million of routine G&A
services provided or arranged by SunEdison under the Management
Services Agreement that were not reimbursed by TerraForm Power and
were treated as an addback in the reconciliation of net income
(loss) to Adjusted EBITDA. In addition, non-operating items and
other items incurred directly by TerraForm Power that we do not
consider indicative of our core business operations are treated as
an addback in the reconciliation of net income (loss) to Adjusted
EBITDA. In the year ended December 31, 2016, these items include
extraordinary costs and expenses of $42.1 million related to
restructuring, legal, advisory and contractor fees associated with
the bankruptcy of SunEdison and certain of its affiliates (the
“SunEdison bankruptcy”) and $9.6 million in investment banking,
legal, third party diligence and advisory fees associated with
acquisitions, dispositions and financings. The Company’s
normal general and administrative expenses, paid by Terraform
Power, were not added back in the reconciliation of net income
(loss) to Adjusted EBITDA. For the three months and year ended
December 31, 2016, Terraform Power incurred $5.5 million and
$19.4 million of normal operating corporate general and
administrative expenses.
c) Represents stock-based compensation expense recorded within
general and administrative expenses and within general and
administrative expenses – affiliate.
d) Represents transaction related costs, including affiliate
acquisition costs, associated with acquisitions.
e) In conjunction with the acquisition of certain of the
operating assets of First Wind (the “First Wind Acquisition”),
SunEdison committed to reimburse us for capital expenditures not to
exceed $50.0 million through 2019 for certain of our wind power
plants in the form of a prepaid warranty that was capitalized as
PP&E in purchase accounting. Through the year ended December
31, 2015, the Company received contributions pursuant to this
agreement of $2.7 million and recorded depreciation on the related
asset of $1.9 million. As a result of the SunEdison bankruptcy, the
Company recorded a loss of $45.4 million related to the write-off
of this prepaid warranty agreement, which is no longer considered
collectible.
f) Represents the unrealized change in the fair value of
commodity contracts not designated as hedges.
g) We recognized net losses and (gains) on extinguishment of
debt for the following credit facilities in the year ended December
31, 2015: $12.3 million corporate term loan extinguishment and
related fees, $7.5 million relating to the refinancing of project
level loans associated with our U.K. solar assets, $6.4 million of
indebtedness associated with assets acquired from First Wind, $1.3
million corporate revolving credit facility, ($11.4 million) Duke
Energy operating facility. During the year ended December 31, 2016,
we recognized a net loss of $1.1 million on extinguishment of debt
related to the ninth amendment of the corporate revolving credit
facility.
h) Pursuant to a settlement agreement, TERP made a one-time
payment to certain parties related to Latin American Power Holding
B.V. (“LAP”) in the amount of $10.0 million in April 2016 in
exchange for, and contingent on, the termination of the arbitration
and release of all claims against TerraForm Power. The expense
incurred as a result of the one-time payment was recorded to
general and administrative expenses for the year ended December 31,
2015.
i) Represents a loss reserve related to the legal judgment in
favor of Eastern Maine Electric Cooperative against certain of our
subsidiaries for breach of contract over the proposed sale of a
transmission line acquired from First Wind.
j) Impairment charges of $74.8 million recognized in the year
ended December 31, 2016 were composed of a $55.9 million impairment
of goodwill attributed to the 2015 acquisition of 77.8 MWs of
certain distributed generation assets from Capital Dynamics, and
$19.0 million related to residential solar systems acquired from
SunEdison, of which $15.7 million was recorded in the three months
ended December 31, 2016.
k) Represents professional fees for legal, tax, and accounting
services related to entering certain tax equity financing
arrangements that were paid by SunEdison, and are not
representative of our core business operations.
l) Represents net losses and (gains) on foreign currency
exchange, primarily due to unrealized gains/losses on the
re-measurement of intercompany loans which are primarily
denominated in British pounds.
m) As a result of the SunEdison bankruptcy, we recognized an
$11.3 million loss on investment for residential project
cancellations during the three months and year ended December 31,
2015 and an additional $2.5 million in the three months and year
ended December 31, 2016. We also recognized a $4.8 million bad debt
reserve for outstanding receivables from debtors in the SunEdison
bankruptcy during the three months and year ended December 31,
2015, and $0.8 million in the year ended December 31, 2016.
n) Primarily represents deferred revenue recognized for the
upfront sale of investment tax credits to non-controlling interest
members.
o) Represents certain other items that we believe are not
representative of our core business or future operating
performance.
p) Represents project-level and other interest payments
attributed to normal operations. The reconciliation from Interest
expense, net as shown on the Consolidated Statement of Operations
to Interest payments applicable to CAFD for the years ended
December 31, 2015 and 2016 is as follows:
$ in millions |
2016 |
2015 |
Interest expense, net |
($310.3 |
) |
($167.8 |
) |
Amortization of deferred financing costs and debt discounts |
24.2 |
|
27.0 |
|
Unrealized loss on U.K. interest rate swaps |
24.2 |
|
- |
|
Accrual of special interest on corporate bonds and revolving credit
facility related to August 2016 waiver agreements |
11.8 |
|
- |
|
Other changes in accrued interest, net of other items |
0.2 |
|
2.7 |
|
Interest payments |
($249.9 |
) |
($138.1 |
) |
|
|
|
|
|
q) Represents project-level and other principal debt payments to
the extent paid from operating cash. The reconciliation from
Principal payments on non-recourse long-term debt as shown on the
Consolidated Statement of Cash Flows to Principal payments
applicable to CAFD for the years ended December 31, 2015 and 2016
is as follows:
$ in millions |
2016 |
2015 |
Principal payments on non-recourse long-term
debt |
($156.0 |
) |
($517.6 |
) |
Construction financings repaid by SunEdison as per terms of
acquisition |
38.1 |
|
429.1 |
|
Return of capital to debt providers not used to acquire assets,
net |
24.7 |
|
- |
|
Financing lease obligations repaid by SunEdison as per terms of
acquisition |
- |
|
20.2 |
|
Construction financings repaid from term loan proceeds |
- |
|
18.3 |
|
Other, net |
1.0 |
|
4.1 |
|
Principal payments |
($92.2 |
) |
($45.9 |
) |
|
|
|
|
|
r) Represents cash distributions paid to non-controlling
interests in our renewable energy facilities. The reconciliation
from Distributions to non-controlling interests as shown on the
Consolidated Statement of Cash Flows to Cash distributions to
non-controlling interests, net for the years ended December 31,
2015 and 2016 is as follows:
$ in millions |
2016 |
2015 |
Distributions to non-controlling interests |
($23.8 |
) |
($28.1 |
) |
Contributions from non-controlling interests |
4.6 |
|
- |
|
Dividends paid to Class B1 common stockholders |
- |
|
2.9 |
|
Amount already reported in 2014 for CAFD purposes |
- |
|
1.7 |
|
Other, net |
0.4 |
|
- |
|
Cash distributions to non-controlling interests, net
|
($18.8 |
) |
($23.5 |
) |
|
|
|
|
|
s) We received an equity contribution of $4.0 million from
SunEdison pursuant to the Interest Payment Agreement for the year
ended December 31, 2015. We received an equity contribution from
SunEdison of $6.6 million and $8.0 million pursuant to the Amended
Interest Payment Agreement during the years ended December 31, 2015
and December 31, 2016, respectively. In addition, in conjunction
with the First Wind Acquisition, SunEdison committed to reimburse
us for capital expenditures and operations and maintenance labor
fees in excess of budgeted amounts for certain of our wind power
plants. During the year ended December 31, 2015, the Company
received contributions pursuant to this agreement of $4.3 million.
No contributions were received pursuant to either agreement during
the three months ended December 31, 2015 or the three months and
year ended December 31, 2016.
t) Represents economic ownership of certain acquired operating
assets which accrued to us prior to the acquisition close date. The
amount recognized for the year ended December 31, 2015 primarily
related to our acquisition of Invenergy Wind, First Wind, and
Northern Lights. Per the terms of the Invenergy Wind acquisition,
we received economic ownership of the Invenergy Wind assets
effective July 1, 2015 and $39.6 million of CAFD accrued to us from
July 1, 2015 through the December 15, 2015 closing date. Per the
terms of the First Wind acquisition, we received economic ownership
of the First Wind operating assets effective January 1, 2015 and
$7.2 million of CAFD accrued to us from January 1, 2015 through the
January 29, 2015 closing date. Per the terms of the Northern Lights
acquisition, we received economic ownership of the Northern Lights
facilities effective January 1, 2015 and $3.7 million of CAFD
accrued to us from January 1, 2015 through the June 30, 2015
closing date. The remaining $2.7 million of economic ownership
related to our acquisitions of Moose Power and Integrys, which both
closed in the second quarter of 2015.
u) Represents other cash flows as determined by management to be
representative of normal operations for 2016 and 2015 as
follows:
$ in millions |
2016 |
2015 |
Major maintenance reserve releases / (additions) |
$9.0 |
($4.3 |
) |
Regulus network upgrade reimbursements |
3.0 |
4.3 |
|
Rattlesnake ERCOT collateral release / (posting) |
4.5 |
(5.0 |
) |
Liquidated damages paid to Terraform Power by SunEdison related to
asset management and other performance agreements |
- |
4.4 |
|
Kaheawa Wind Power I tax reimbursement |
- |
2.4 |
|
Other |
- |
2.1 |
|
Total Other items |
$16.5 |
$3.9 |
|
|
|
|
|
v) Represents the accumulation of restricted cash as of December
31, 2016 due to the impact of SunEdison bankruptcy-triggered or
related defaults for those defaults not resolved at July 15,
2017.
Appendix Table A-2: Reg.
G: TerraForm Power, Inc.
Reconciliation of Operating Revenues to
Adjusted Revenue
Adjusted Revenue
We define adjusted revenue as Operating revenues, net, adjusted
for non-cash items including unrealized gain/loss on derivatives,
amortization of favorable and unfavorable rate revenue contracts,
net and other non-cash revenue items. We disclose Adjusted Revenue
as a supplemental non-GAAP measure because we believe it is useful
to investors and other stakeholders in evaluating the performance
of our renewable energy assets and comparing that performance
across periods in each case without regard to non-cash revenue
items. Adjusted Revenue has certain limitations in that it does not
reflect the impact of these non-cash items of revenue on our
performance. This measurement is not recognized in accordance with
GAAP and should not be viewed as an alternative to GAAP measures of
performance, including Operating revenues, net.
The following table presents a reconciliation of Operating
revenues, net to Adjusted Revenue:
|
|
Three Months Ended December
31, |
|
Twelve Months Ended December
31, |
(in thousands) |
|
2016 |
|
2015 |
|
2016 |
|
2015 |
Adjustments to
reconcile Operating revenues, net to adjusted revenue |
|
|
|
|
|
|
|
|
Operating revenues,
net |
|
$ |
135,220 |
|
|
$ |
105,654 |
|
|
$ |
654,556 |
|
|
$ |
469,506 |
|
Unrealized loss on derivatives, net (w) |
|
|
6,767 |
|
|
|
2,268 |
|
|
|
11,773 |
|
|
|
1,413 |
|
Amortization of favorable and unfavorable rate revenue contracts,
net (x) |
|
|
10,091 |
|
|
|
3,705 |
|
|
|
40,219 |
|
|
|
5,304 |
|
Other
non-cash items (y) |
|
|
(6,235 |
) |
|
|
(4,404 |
) |
|
|
(14,882 |
) |
|
|
(9,310 |
) |
Adjusted
revenue |
|
$ |
145,843 |
|
|
$ |
107,223 |
|
|
$ |
691,666 |
|
|
$ |
466,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
w) Represents the change in the fair value of commodity
contracts not designated as hedges.
x) Represents net amortization of favorable and unfavorable rate
revenue contracts included within operating revenues, net.
y) Primarily represents deferred revenue recognized related to
the upfront sale of investment tax credits to non-controlling
interest members.
Contacts:
Investors:
Brett Prior
TerraForm Power
investors@terraform.com
Media:
Meaghan Repko / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
media@terraform.com
(212) 355-4449
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