TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global” or the
“Company”), a global 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
Global’s website at www.terraformglobal.com.
“TerraForm Global has made significant progress in meeting the
closing conditions for the Brookfield transaction, including entry
into a settlement agreement with Renova and the approval of our
settlement agreement with SunEdison by the bankruptcy court,” said
Peter Blackmore, Chairman and Interim CEO of TerraForm Global. “Our
team remains focused on meeting the outstanding closing conditions,
which include the settlement of certain remaining litigation,
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 |
|
Revenue, net ($M) |
$ |
55 |
|
$ |
51 |
|
8 |
% |
|
$ |
214 |
|
Net Income / (Loss) ($M) |
$ |
(60 |
) |
$ |
(254 |
) |
n/a |
|
$ |
(78 |
) |
|
MW (net economic ownership) at end of period |
|
919 |
|
|
854 |
|
8 |
% |
|
|
919 |
|
Capacity Factor |
|
26.3 |
% |
|
31.1 |
% |
(490) bps |
|
|
26.1 |
% |
MWh (000s) |
|
574 |
|
|
558 |
|
3 |
% |
|
|
2,273 |
|
Adjusted Revenue / MWh |
$ |
98 |
|
$ |
93 |
|
5 |
% |
|
$ |
95 |
|
Adjusted Revenue ($M) |
$ |
56 |
|
$ |
52 |
|
8 |
% |
|
$ |
216 |
|
Adjusted EBITDA ($M) |
$ |
33 |
|
$ |
40 |
|
-17 |
% |
|
$ |
151 |
|
Adjusted EBITDA margin |
|
58.9 |
% |
|
76.7 |
% |
(1,780) bps |
|
|
70.0 |
% |
CAFD ($M) |
$ |
18 |
|
$ |
38 |
|
-51 |
% |
|
$ |
93 |
|
|
Unrestricted cash at end of period ($M) |
$ |
681 |
|
$ |
922 |
|
-26 |
% |
|
$ |
681 |
|
Investor Conference Call
We will host an investor conference call and webcast to discuss
our 4Q 2016 and FY 2016 results.
Date: |
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Monday June 19,
2017 |
Time: |
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4:30 pm ET |
US Toll-Free #: |
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(844) 707-0667 |
International #: |
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(703) 639-1221 |
Code: |
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37602329 |
Webcast: |
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http://edge.media-server.com/m/p/iyqydmz2 |
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The webcast will also be available on TerraForm Global's
investor relations website: www.terraformglobal.com. A replay of
the webcast will be available for those unable to attend the live
webcast.
Annual Meeting
TerraForm Global has scheduled its annual meeting of
stockholders for June 29, 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 June 14, 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.
All stockholder proposals submitted pursuant to Rule 14a-8 under
the Exchange Act must be delivered to or mailed and received at the
principal executive offices of the Company, at TerraForm Global,
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. The Company
reserves the right to reject, rule out of order or take other
appropriate action with respect to any proposal that does not
comply with these and other applicable requirements. Additional
details on the meeting can be found on the Investors section of
TerraForm Global’s website at www.terraformglobal.com.
About TerraForm Global
TerraForm Global is a renewable energy company that is changing
how energy is generated, distributed and owned. TerraForm Global
creates value for its investors by owning and operating clean
energy power plants in high-growth emerging markets. For more
information about TerraForm Global, please visit:
www.terraformglobal.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 Global expects or anticipates will occur in the future
are forward-looking statements. They may include financial metrics
such as estimates of expected adjusted EBITDA, cash available for
distribution (CAFD), earnings, revenues, capital expenditures,
liquidity, capital structure, future growth, financing arrangement
and other financial performance items (including future dividends
per share), descriptions of management’s plans or objectives for
future operations, products, or services, statements regarding the
expected timing of the 2017 Annual Meeting, or descriptions of
assumptions underlying any of the above. Forward-looking statements
are based on TerraForm Global’s current expectations or predictions
of future conditions, events, or results and speak only as of the
date they are made. Although TerraForm Global believes its
respective 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, risks related to the closing of the transactions
contemplated by the merger agreement entered into with certain
affiliates of Brookfield Asset Management Inc. and the consequences
to the Company if the Brookfield Transaction is not consummated,
the settlement agreement entered into among the Company, SunEdison
and certain of their respective affiliates to resolve, among other
things, the intercompany claims between the Company and SunEdison
in the SunEdison bankruptcy, 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 the indenture 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; delays in the filing or mailing of the
Company’s proxy statement for the 2017 Annual Meeting; risks
related to our potential execution of strategic alternatives;
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 are also directors of
TerraForm Power, Inc. and most of our executive officers are also
executive officers of TerraForm Power, Inc.; and hazards customary
to the power production industry and power generation operations,
such as unusual weather conditions and outages; and our ability to
manage our capital expenditures, economic, social and political
risks and uncertainties inherent in international operations,
including operations in emerging markets and the impact of foreign
exchange rate fluctuations, the imposition of currency controls and
restrictions on repatriation of earnings and cash, protectionist
and other adverse public policies, including local content
requirements, import/export tariffs, increased regulations or
capital investment requirements, conflicting international business
practices that may conflict with other customs or legal
requirements to which we are subject, inability to obtain, maintain
or enforce intellectual property rights, and being subject to the
jurisdiction of courts other than those of the United States,
including uncertainty of judicial processes and difficulty
enforcing contractual agreements or judgments in foreign legal
systems or incurring additional costs to do so. Many of these
factors are beyond TerraForm Global’s control.
TerraForm Global 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 Global’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 is a supplemental non-GAAP measure used by our
management for internal planning purposes, including for certain
aspects of our consolidating operating budget. We believe Adjusted
Revenue is useful to investors in evaluating our operating
performance because securities analysts and other interested
parties use such calculations as a measure of financial
performance.
Adjusted EBITDA
Adjusted EBITDA 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. The presentation of Adjusted
EBITDA should not be construed as an inference that our future
results will be unaffected by non-operating, unusual or
non-recurring items.
Cash Available for Distribution (CAFD)
CAFD is a supplemental non-GAAP measure of our ability to earn
and distribute cash to investors. 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,
net cash provided by (used in) operating activities or any other
liquidity measure determined in accordance with GAAP, nor is it
indicative of funds available to fund our cash needs.
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF
OPERATIONS(In thousands, except per share
data) |
|
|
|
|
|
Year Ended December 31, |
|
|
2016 |
|
|
2015 |
|
|
2014 |
Operating revenues,
net |
|
$ |
214,317 |
|
|
|
$ |
124,116 |
|
|
|
$ |
39,449 |
|
Operating costs and
expenses: |
|
|
|
|
|
|
|
|
Cost of
operations |
|
46,935 |
|
|
|
19,041 |
|
|
|
4,256 |
|
Cost of
operations - affiliate |
|
— |
|
|
|
|
|
|
|
General
and administrative expense |
|
72,857 |
|
|
|
32,315 |
|
|
|
12,199 |
|
Acquisition, formation and related costs |
|
10,872 |
|
|
|
39,358 |
|
|
|
— |
|
Depreciation, accretion and amortization expense |
|
55,188 |
|
|
|
28,931 |
|
|
|
7,167 |
|
Provision
for contingent loss on deposit for acquisitions |
|
— |
|
|
|
231,000 |
|
|
|
— |
|
Total
operating costs and expenses |
|
185,852 |
|
|
|
350,645 |
|
|
|
23,622 |
|
Operating income
(loss) |
|
28,465 |
|
|
|
(226,529 |
) |
|
|
15,827 |
|
Other expense
(income): |
|
|
|
|
|
|
|
|
(Gain)
loss on extinguishment of debt, net |
|
(5,857 |
) |
|
|
2,298 |
|
|
|
— |
|
Interest
expense, net |
|
129,276 |
|
|
|
107,648 |
|
|
|
24,294 |
|
Gain on
previously held equity investment |
|
— |
|
|
|
(1,426 |
) |
|
|
— |
|
(Gain)
loss on foreign currency exchange, net |
|
(4,899 |
) |
|
|
35,720 |
|
|
|
(4,038 |
) |
Other
income, net |
|
(20,239 |
) |
|
|
(6,422 |
) |
|
|
(1,090 |
) |
Total
other expenses, net |
|
98,281 |
|
|
|
137,818 |
|
|
|
19,166 |
|
Loss before income tax
expense |
|
(69,816 |
) |
|
|
(364,347 |
) |
|
|
(3,339 |
) |
Income tax expense |
|
8,682 |
|
|
|
5,335 |
|
|
|
1,700 |
|
Net loss |
|
(78,498 |
) |
|
|
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Less: Predecessor loss
prior to initial public offering on August 5, 2015 |
|
— |
|
|
|
(39,353 |
) |
|
|
|
Net loss subsequent to
initial public offering |
|
(78,498 |
) |
|
|
(330,329 |
) |
|
|
|
Less: Net loss
attributable to non-controlling interests |
|
(25,466 |
) |
|
|
(118,532 |
) |
|
|
|
Net loss attributable
to TerraForm Global, Inc. Class A common stockholders |
|
$ |
(53,032 |
) |
|
|
$ |
(211,797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares: |
|
|
|
|
|
|
|
|
Class A common stock - Basic and diluted |
|
113,254 |
|
|
|
100,813 |
|
|
|
|
Loss per
share: |
|
|
|
|
|
|
|
|
Class A common stock - Basic and diluted |
|
$ |
(0.47 |
) |
|
|
$ |
(2.10 |
) |
|
|
|
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS(In thousands) |
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Net loss |
|
|
$ |
(78,498 |
) |
|
|
$ |
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Other comprehensive
income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
Net
foreign currency translation adjustments |
|
|
44,711 |
|
|
|
(9,363 |
) |
|
|
(8,167 |
) |
Net
unrealized gain (loss) on hedging instruments |
|
|
(10,033 |
) |
|
|
13,747 |
|
|
|
(12,903 |
) |
Other comprehensive
income (loss), net of tax |
|
|
34,678 |
|
|
|
4,384 |
|
|
|
(21,070 |
) |
Total comprehensive
loss |
|
|
(43,820 |
) |
|
|
(365,298 |
) |
|
|
(26,109 |
) |
Less: Predecessor
comprehensive loss prior to initial public offering on August 5,
2015 |
|
|
— |
|
|
|
(43,453 |
) |
|
|
(26,109 |
) |
Comprehensive loss
subsequent to initial public offering |
|
|
(43,820 |
) |
|
|
(321,845 |
) |
|
|
$ |
— |
|
Less: Comprehensive
loss attributable to non-controlling interests: |
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
(25,466 |
) |
|
|
(118,532 |
) |
|
|
|
Net
foreign currency translation adjustments |
|
|
18,091 |
|
|
|
(12,990 |
) |
|
|
|
Net
unrealized gain (loss) on hedging instruments |
|
|
(6,713 |
) |
|
|
2,426 |
|
|
|
|
Total Comprehensive
loss attributable to non-controlling interest |
|
|
(14,088 |
) |
|
|
(129,096 |
) |
|
|
|
Total Comprehensive
loss attributable to Class A common stockholders |
|
|
$ |
(29,732 |
) |
|
|
$ |
(192,749 |
) |
|
|
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIESCONSOLIDATED BALANCE
SHEETS |
|
|
|
|
|
December 31, |
(In thousands,
except per share data) |
|
2016 |
|
|
2015 |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
680,893 |
|
|
|
$ |
922,318 |
|
Current
portion of restricted cash, including consolidated variable
interest entities of $64,786 and $46,321as of December 31, 2016 and
2015, respectively |
|
79,294 |
|
|
|
119,151 |
|
Accounts
receivable, net |
|
37,596 |
|
|
|
30,287 |
|
Prepaid
expenses and other current assets, including consolidated variable
interest entities of $85,501 and $123,876 as of December 31, 2016
and 2015, respectively |
|
102,555 |
|
|
|
139,335 |
|
Total
current assets |
|
900,338 |
|
|
|
1,211,091 |
|
Power plants, net,
including consolidated variable interest entities of $431,686 and
$478,884 as of December 31, 2016 and 2015, respectively |
|
1,355,362 |
|
|
|
1,206,604 |
|
Restricted cash |
|
16,482 |
|
|
|
22,682 |
|
Intangible assets, net
including consolidated variable interest entities of $56,077 and
$51,159 as of December 31, 2016 and 2015, respectively |
|
82,450 |
|
|
|
70,630 |
|
Equity method
investment |
|
— |
|
|
|
73,249 |
|
Deposit for
acquisitions, net including consolidated variable interest entities
of $136 and $40,134 as of December 31, 2016 and 2015,
respectively |
|
48,274 |
|
|
|
51,101 |
|
Other assets |
|
45,373 |
|
|
|
51,809 |
|
Total
assets |
|
$ |
2,448,279 |
|
|
|
$ |
2,687,166 |
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Current
portion of long-term debt, including consolidated variable interest
entities of $314,928 and $326,535 as of December 31, 2016 and 2015,
respectively |
|
$ |
327,459 |
|
|
|
$ |
319,498 |
|
Accounts
payable |
|
12,009 |
|
|
|
8,491 |
|
Accrued
expenses and other current liabilities, including consolidated
variable interest entities of $44,633 and $34,338 as of December
31, 2016 and 2015, respectively |
|
119,179 |
|
|
|
130,051 |
|
Due to
SunEdison, net |
|
16,084 |
|
|
|
44,254 |
|
Total
current liabilities |
|
474,731 |
|
|
|
502,294 |
|
Long-term debt, less
current portion |
|
758,609 |
|
|
|
952,653 |
|
Asset retirement
obligations |
|
10,310 |
|
|
|
8,629 |
|
Other long-term
liabilities |
|
6,810 |
|
|
|
1,455 |
|
Deferred tax
liabilities, including consolidated variable interest entities of
$40,817 and $37,295 as of December 31, 2016 and 2015,
respectively |
|
52,106 |
|
|
|
39,482 |
|
Total
liabilities |
|
1,302,566 |
|
|
|
1,504,513 |
|
Stockholders’
Equity: |
|
|
|
|
|
Preferred
stock, par value $0.01 per share, 50,000,000 shares authorized, no
shares issued and outstanding as of December 31, 2016 or 2015 |
|
— |
|
|
|
— |
|
Class A
common stock, par value $0.01 per share, 2,750,000,000 shares
authorized, 113,253,681 and 114,630,318 shares issued, and
112,995,133 and 114,625,074 shares outstanding as of December 31,
2016 and 2015, respectively |
|
1,132 |
|
|
|
1,146 |
|
Class B
common stock, par value $0.01 per share, 200,000,000 shares
authorized, 61,343,054 shares issued and outstanding as of December
31, 2016 and 2015 |
|
613 |
|
|
|
613 |
|
Class B1
common stock, par value $0.01 per share, 550,000,000 shares
authorized, no shares issued or outstanding as of December 31, 2016
or 2015 |
|
— |
|
|
|
— |
|
Treasury
stock, at cost, 258,548 and 5,244 shares owned as of December 31,
2016 and 2015, respectively |
|
(4,739 |
) |
|
|
(28 |
) |
Additional paid-in capital |
|
940,405 |
|
|
|
923,740 |
|
Accumulated deficit |
|
(266,242 |
) |
|
|
(213,210 |
) |
Accumulated other comprehensive income (loss) |
|
12,119 |
|
|
|
(11,181 |
) |
Total
TerraForm Global, Inc. stockholders’ equity |
|
683,288 |
|
|
|
701,080 |
|
Non-controlling interests |
|
462,425 |
|
|
|
481,572 |
|
Total
stockholders’ equity |
|
1,145,713 |
|
|
|
1,182,652 |
|
Total
liabilities and stockholders’ equity |
|
$ |
2,448,279 |
|
|
|
$ |
2,687,165 |
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
FLOWS(In thousands) |
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
|
2015 |
|
|
2014 |
Cash flows from
operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(78,498 |
) |
|
|
$ |
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Adjustments to
reconcile net loss to net cash (used in) provided by operating
activities: |
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
9,846 |
|
|
|
21,159 |
|
|
|
1,140 |
|
Depreciation, accretion and amortization |
|
55,188 |
|
|
|
28,931 |
|
|
|
7,167 |
|
Stock-based compensation expense |
|
3,646 |
|
|
|
1,601 |
|
|
|
— |
|
Change in
fair value of interest rate swaps |
|
5,538 |
|
|
|
(5,639 |
) |
|
|
705 |
|
Provision
for contingent loss on deposit for acquisitions |
|
— |
|
|
|
231,000 |
|
|
|
— |
|
Loss on
disposal of property |
|
2,735 |
|
|
|
— |
|
|
|
— |
|
Gain on
previously held equity investment |
|
— |
|
|
|
(1,426 |
) |
|
|
— |
|
(Gain)
Loss on extinguishment of debt |
|
(5,857 |
) |
|
|
2,298 |
|
|
|
— |
|
Unrealized gains on foreign currency, net |
|
3,714 |
|
|
|
(21,747 |
) |
|
|
|
Deferred
tax expense (benefit) |
|
722 |
|
|
|
3,230 |
|
|
|
1,461 |
|
Other
non-cash items |
|
1,475 |
|
|
|
(763 |
) |
|
|
|
Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts
receivable |
|
28 |
|
|
|
3,187 |
|
|
|
(7,533 |
) |
Prepaid
expenses and other assets |
|
3,533 |
|
|
|
51,731 |
|
|
|
(656 |
) |
Accounts
payable, accrued expenses and other liabilities |
|
(7,272 |
) |
|
|
56,921 |
|
|
|
(5,512 |
) |
Due
to/from SunEdison, net |
|
(9,035 |
) |
|
|
4,210 |
|
|
|
23,327 |
|
Net cash
(used in) provided by operating activities |
|
(14,237 |
) |
|
|
5,011 |
|
|
|
15,060 |
|
Cash flows from
investing activities: |
|
|
|
|
|
|
|
|
Capital
expenditures |
|
(77,091 |
) |
|
|
(99,115 |
) |
|
|
(190,267 |
) |
Change in
cash committed for construction |
|
— |
|
|
|
40,573 |
|
|
|
(40,305 |
) |
Change in
restricted cash |
|
58,356 |
|
|
|
(29,435 |
) |
|
|
(1,509 |
) |
Cash paid
for acquisitions, net of cash acquired |
|
(32,128 |
) |
|
|
(266,025 |
) |
|
|
— |
|
Proceeds
from sale of power purchase agreement |
|
— |
|
|
|
10,299 |
|
|
|
— |
|
Cash paid
for equity method investment |
|
— |
|
|
|
(72,400 |
) |
|
|
— |
|
Cash
acquired upon FERSA consolidation |
|
8,022 |
|
|
|
— |
|
|
|
— |
|
Returns
from BioTherm escrow and deposits |
|
6,595 |
|
|
|
— |
|
|
|
— |
|
Cash paid
for deposit for acquisitions |
|
— |
|
|
|
(276,400 |
) |
|
|
— |
|
Cash paid
for settlement of foreign currency contracts |
|
— |
|
|
|
(54,524 |
) |
|
|
— |
|
Other |
|
(1,000 |
) |
|
|
— |
|
|
|
228 |
|
Net cash
used in investing activities |
|
(37,246 |
) |
|
|
(747,027 |
) |
|
|
(231,853 |
) |
Cash flows from
financing activities: |
|
|
|
|
|
|
|
|
Proceeds
from Bridge Facility |
|
— |
|
|
|
400,000 |
|
|
|
150,000 |
|
Repayments on Bridge Facility |
|
— |
|
|
|
(550,000 |
) |
|
|
— |
|
Proceeds
from Revolver |
|
— |
|
|
|
135,000 |
|
|
|
— |
|
Repayments on Revolver |
|
(135,000 |
) |
|
|
— |
|
|
|
— |
|
Proceeds
from IPO, net of fees |
|
— |
|
|
|
623,970 |
|
|
|
— |
|
Proceeds
from Senior Notes, net of discount |
|
— |
|
|
|
799,899 |
|
|
|
— |
|
Repayments on Senior Notes |
|
(35,441 |
) |
|
|
(6,800 |
) |
|
|
— |
|
Repayments of system debt financing |
|
(35,085 |
) |
|
|
(475,901 |
) |
|
|
(8,693 |
) |
Proceeds
from system debt financing |
|
— |
|
|
|
50,476 |
|
|
|
224,023 |
|
Net
SunEdison investment |
|
50,577 |
|
|
|
73,292 |
|
|
|
5,930 |
|
Proceeds
from Private Placement, net of fee |
|
— |
|
|
|
549,147 |
|
|
|
— |
|
Proceeds
from loans from SunEdison and affiliates |
|
— |
|
|
|
— |
|
|
|
3,951 |
|
Payment
of dividends |
|
(30,674 |
) |
|
|
(19,887 |
) |
|
|
— |
|
Payment
of deferred financing costs |
|
— |
|
|
|
(42,731 |
) |
|
|
(9,692 |
) |
Net cash
(used in) provided by financing activities |
|
(185,623 |
) |
|
|
1,536,465 |
|
|
|
365,519 |
|
Net
(decrease) increase in cash and cash equivalents |
|
(237,106 |
) |
|
|
794,449 |
|
|
|
148,726 |
|
Effect of exchange rate
changes on cash and cash equivalents |
|
(4,319 |
) |
|
|
(22,277 |
) |
|
|
(1,728 |
) |
Cash and cash
equivalents at beginning of period |
|
922,318 |
|
|
|
150,146 |
|
|
|
3,148 |
|
Cash and cash
equivalents at end of period |
|
$ |
680,893 |
|
|
|
$ |
922,318 |
|
|
|
$ |
150,146 |
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
FLOWS (CONTINUED)(In
thousands) |
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
|
2015 |
|
|
2014 |
Supplemental
disclosures: |
|
|
|
|
|
|
|
|
Cash paid
for interest, net of amounts capitalized of $3, $1,780 and $1,623
respectively |
|
$ |
130,667 |
|
|
|
$ |
73,888 |
|
|
|
$ |
22,754 |
|
Schedule of
non-cash activities: |
|
|
|
|
|
|
|
|
Additions
to power plants in due to SunEdison, net |
|
220 |
|
|
|
64,508 |
|
|
|
2,100 |
|
Additions
of asset retirement obligation (“ARO”) assets and liabilities |
|
1,141 |
|
|
|
863 |
|
|
|
2,930 |
|
ARO
assets and obligations from acquisitions |
|
1,113 |
|
|
|
3,690 |
|
|
|
— |
|
Compulsory convertible debt conversion |
|
9,793 |
|
|
|
— |
|
|
|
— |
|
Decrease
in due to SunEdison, net in exchange for equity |
|
— |
|
|
|
76,362 |
|
|
|
— |
|
Issuance
of Class A common stock in connection with acquisitions of power
plants |
|
— |
|
|
|
189,384 |
|
|
|
— |
|
Non-controlling interest in Global LLC (Class B units) issued in
connection with the initial public offering |
|
— |
|
|
|
463,859 |
|
|
|
— |
|
Long-term
debt assumed in connection with acquisitions |
|
4,031 |
|
|
|
470,963 |
|
|
|
— |
|
Viability
Gap Funding subsidies receivable |
|
5,683 |
|
|
|
17,910 |
|
|
|
— |
|
Appendix Table A-1: Reg.
G: TerraForm Global,
Inc.Reconciliation of Operating
Revenues to Adjusted Revenue (in thousands)
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 revenue contracts and
other non-cash items. We believe Adjusted Revenue is useful to
investors in evaluating our operating performance because
securities analysts and other interested parties use such
calculations as a measure of financial performance. Adjusted
Revenue is a non-GAAP measure used by our management for internal
planning purposes, including for certain aspects of our
consolidating operating budget.
The following table presents a reconciliation of Operating
revenues, net to Adjusted Revenue (in thousands):
|
|
|
|
|
|
|
3 Months Ended December 31, 2016 |
|
3 Months Ended December 31, 2015 |
|
Year Ended December 31, 2016 |
Operating revenue,
net |
55,146 |
|
51,256 |
|
214,317 |
Amortization of
favorable and unfavorable rate revenue contracts, net (a) |
809 |
|
507 |
|
1,457 |
Adjusted
revenue |
55,955 |
|
51,763 |
|
215,774 |
(a) Represents net amortization of favorable and unfavorable
rate revenue contracts included within operating revenues, net
Appendix Table A-2: Reg.
G: TerraForm Global,
Inc.Reconciliation of Net Income
(Loss) to Adjusted EBITDA to Cash Available for Distribution (in
thousands)
Adjusted EBITDA
We believe Adjusted EBITDA is useful to investors in evaluating
our operating performance because securities analysts and other
interested parties use such calculations as a measure of financial
performance and debt service capabilities. In addition, Adjusted
EBITDA is used by our management for internal planning purposes,
including for certain aspects of our consolidated operating
budget.
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. 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.
Cash Available for Distribution
We believe cash available for distribution is useful to
investors in evaluating our operating performance because
securities analysts and other interested parties use such
calculations as a measure of financial performance. In addition,
cash available for distribution is used by our management team for
internal planning purposes.
We define “cash available for distribution” or “CAFD” as
adjusted EBITDA of TerraForm Global, LLC 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.
The following table presents a reconciliation of net loss to
Adjusted EBITDA to Cash Available for Distribution (in
thousands):
|
3 Months Ended |
3 Months Ended |
Year Ended |
|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2016 |
|
|
|
|
|
Net
income |
(60,076 |
) |
(254,196 |
) |
(78,498 |
) |
Add/(Subtract): |
|
|
|
Interest expense,
net |
33,479 |
|
23,061 |
|
129,276 |
|
Income tax expense
(benefit) |
3,642 |
|
4,426 |
|
8,682 |
|
Depreciation, accretion
and amortization expense |
15,026 |
|
16,449 |
|
56,645 |
|
General and
administrative expense - G&A (b) |
18,040 |
|
5,767 |
|
46,738 |
|
Non-cash stock-based
compensation |
1,029 |
|
1,523 |
|
3,646 |
|
Acquisition, formation
and related cost (c) |
645 |
|
10,846 |
|
10,872 |
|
Provision for
contingent loss on deposit for acquisitions (425 MW India
Projects) |
- |
|
231,000 |
|
- |
|
Loss (gain) on foreign
currency exchange, net (d) |
17,064 |
|
7,286 |
|
(4,899 |
) |
Loss (gain) on
extinguishment of debt, net |
(127 |
) |
528 |
|
(5,857 |
) |
Other net loss
(income) |
(446 |
) |
(4,434 |
) |
(20,239 |
) |
Other non-operating
expenses (e) |
4,681 |
|
(2,537 |
) |
4,681 |
|
Adjusted
EBITDA |
32,957 |
|
39,718 |
|
151,047 |
|
Add/(Subtract): |
|
|
|
Interest payment |
(7,620 |
) |
(7,278 |
) |
(119,942 |
) |
Scheduled project level
and other debt service and repayments |
(1,633 |
) |
(1,243 |
) |
(8,680 |
) |
Cash distributions to
non-controlling interests |
(242 |
) |
(3,513 |
) |
(320 |
) |
Non-expansionary
capital expenditures |
(3,269 |
) |
(689 |
) |
(6,737 |
) |
Change in restricted
cash (f) |
(5,718 |
) |
(10,499 |
) |
9,515 |
|
SunEdison interest
support |
- |
|
- |
|
41,208 |
|
India viability gap
funding receipt |
- |
|
- |
|
8,707 |
|
Economic interest
(g) |
- |
|
16,647 |
|
3,531 |
|
BioTherm dividend
receipt |
1,087 |
|
- |
|
6,593 |
|
Settlement gain/(loss)
on foreign currency exchange related to operations |
(3,035 |
) |
3,000 |
|
(5,475 |
) |
Other (including
interest income received) (h) |
5,922 |
|
1,846 |
|
13,087 |
|
Cash available
for distribution |
18,449 |
|
37,989 |
|
92,533 |
|
|
(b) In conjunction with the closing of the IPO
in August 5, 2015, we entered into the MSA
with SunEdison, pursuant to which SunEdison agreed
to provide or arrange for other service providers to provide
management and administrative services to us. No cash consideration
was paid to SunEdison for these services for the quarter ended
December 31, 2016, quarter ended December 31, 2015 or year ended
December 31, 2016 and amount of general and administrative
expense-affiliate in excess of the fees paid
to SunEdison is 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 GLBL that we do not consider indicative of
our core business operations will be treated as an addback in the
reconciliation of net income (loss) to Adjusted EBITDA. The
Company’s normal operating general and administrative expenses, not
paid by SunEdison, $9.7M for the 3 months ended December 31,
2016 and $19.5M for the year ended December 31, 2016 are not added
back in the reconciliation of net income (loss) to Adjusted
EBITDA.
(c) Represents transaction related costs, including
affiliate acquisition costs, associated with the acquisitions
completed during the year ended December 31, 2016 and year
ended December 31, 2015 since such costs are considered to be paid
for with financing sources. Additionally, includes formation and
offering related fees and expenses and Formation and offering
related fees and expenses – affiliate reflected in the consolidated
statement of operations. These fees consist of professional fees
for legal, tax, and accounting services related to our IPO.
(d) Includes settled and unsettled gains and losses on
foreign currency hedges related to operating and investing
activities. The net loss relates primarily to losses on
foreign currency hedges of certain planned acquisitions, and is
partially offset by gains on foreign currency hedges associated
with operations.
(e) Other charges and or non-operating items that we
believe are not representative of our core business or future
operating performance. For the 3 months ended December 31, 2016,
includes $1.1M pre-dropdown construction related expense and $3.6M
PP&E replacement value write-off (CAFD impact recorded in
actual and or expected to be recorded in non-expansionary capital
expenditures). For the 3 months ended December 31, 2015, items
include post-dropdown related expenses incurred in 3Q 2015.
(f) Net change in restricted cash excludes impact of any
foreign currency appreciation or depreciation during the period in
2016.
(g) Items include economic ownership in certain acquired
operating assets, which accrued to TerraForm Global, Inc. prior to
each acquisition close date. For the 3 months ended December
31, 2015, $10.7M related to our acquisition of wind plants from
FERSA for the period January 1, 2015 to December 31, 2015 and $5.9M
related to our acquisition of wind plants from Renova for the
period May 1, 2015 to September 18, 2015 and for the year ended
December 31, 2016, $3.5M related to our acquisition of wind plants
from Renova for the period May 1, 2015 to September 18, 2015.
(h) For the 3 months ended December 31, 2016, includes
$6.4M liquidated damages cash receipt, net interest income $0.2M
and net withholding tax/other ($0.7M). For the year ended
December 31, 2016, includes $6.4M liquidated damages cash receipt,
$4.7M maintenance reserve, net interest income $2.3M and net
withholding tax/other ($0.3M)
Contacts:
Investors:
Brett Prior
TerraForm Global
investors@terraform.com
Media:
Meaghan Repko / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
media@terraform.com
(212) 355-4449
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