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Share Name | Share Symbol | Market | Type |
---|---|---|---|
8Point3 Energy Partners LP - Class A Shares (delisted) | NASDAQ:CAFD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.42 | 10.71 | 13.32 | 0 | 01:00:00 |
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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February 28, 2018
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November 30, 2017
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Assets
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Current assets:
|
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|||
Cash and cash equivalents
|
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$
|
13,877
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|
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$
|
13,528
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Accounts receivable and short-term financing receivables, net
|
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5,766
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|
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5,572
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Prepaid and other current assets
1
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15,898
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16,990
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Total current assets
|
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35,541
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36,090
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Property and equipment, net
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706,277
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713,284
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Long-term financing receivables, net
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74,904
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76,201
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Investments in unconsolidated affiliates
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752,646
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768,258
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Other long-term assets
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13,594
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15,372
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Total assets
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$
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1,582,962
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$
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1,609,205
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Liabilities and Equity
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Current liabilities:
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Accounts payable and other current liabilities
1
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$
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3,840
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$
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4,394
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Short-term debt and financing obligations
1
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2,252
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2,229
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Deferred revenue, current portion
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739
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1,025
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Total current liabilities
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6,831
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7,648
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Long-term debt and financing obligations
1
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694,312
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689,847
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Deferred revenue, net of current portion
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81
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123
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Deferred tax liabilities
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24,148
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37,318
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Asset retirement obligations
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15,178
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14,970
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Other long-term liabilities
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2,173
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1,945
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Total liabilities
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742,723
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751,851
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Redeemable noncontrolling interests
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17,346
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17,346
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Equity:
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Class A shares, 28,093,305 and 28,088,673 issued and outstanding as of February 28, 2018 and November 30, 2017, respectively
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249,419
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249,363
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Class B shares, 51,000,000 issued and outstanding as of February 28, 2018 and November 30, 2017
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—
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—
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Accumulated earnings
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6,671
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4,595
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Total shareholders' equity attributable to 8point3 Energy Partners LP
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256,090
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253,958
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Noncontrolling interests
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566,803
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586,050
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Total equity
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822,893
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840,008
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Total liabilities and equity
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$
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1,582,962
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$
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1,609,205
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Three Months Ended
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||||||
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February 28, 2018
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February 28, 2017
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Revenues:
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Operating revenues
1
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$
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10,869
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$
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9,897
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Total revenues
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10,869
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9,897
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Operating costs and expenses
1
:
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Cost of operations
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2,391
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2,222
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Selling, general and administrative
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4,252
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1,902
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Depreciation and accretion
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7,140
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6,763
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Acquisition-related transaction costs
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20
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13
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Total operating costs and expenses
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13,803
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10,900
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Operating loss
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(2,934
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)
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(1,003
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)
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Other expense (income):
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Interest expense
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6,163
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5,495
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|
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Interest income
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(276
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)
|
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(271
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)
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Other income
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(396
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)
|
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(834
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)
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Total other expense, net
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5,491
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4,390
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Loss before income taxes and equity in earnings of unconsolidated investees
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(8,425
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)
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(5,393
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)
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Income tax benefit (provision)
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13,169
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(533
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)
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Equity in earnings of unconsolidated investees
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2,000
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|
606
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Net income (loss)
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6,744
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(5,320
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)
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Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
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(3,203
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)
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(6,181
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)
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Net income attributable to 8point3 Energy Partners LP Class A shares
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$
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9,947
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$
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861
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Net income per Class A share:
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Basic
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$
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0.35
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$
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0.03
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Diluted
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$
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0.35
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$
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0.03
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Distributions per Class A share:
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$
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0.28
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$
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0.25
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Weighted average number of Class A shares:
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Basic
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28,089
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28,073
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Diluted
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43,589
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43,573
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Three Months Ended
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February 28, 2018
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February 28, 2017
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Cash flows from operating activities:
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Net income (loss)
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$
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6,744
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$
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(5,320
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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Depreciation, amortization and accretion
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7,247
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6,871
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Unrealized loss (gain) on interest rate swap
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13
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(670
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)
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Distributions from unconsolidated investees
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2,483
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1,107
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Equity in earnings of unconsolidated investees
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(2,000
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)
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(606
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)
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Deferred income taxes
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(13,169
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)
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|
531
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Share-based compensation
|
56
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56
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Amortization of debt issuance costs
|
249
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237
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Other, net
|
243
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(8
|
)
|
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Changes in operating assets and liabilities:
|
|
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Accounts receivable and financing receivable, net
|
969
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|
|
501
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Prepaid and other assets
|
2,750
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|
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5,627
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Deferred revenue
|
(332
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)
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(319
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)
|
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Accounts payable and other liabilities
|
103
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|
1,457
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Net cash provided by operating activities
|
5,356
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9,464
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Cash flows from investing activities:
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Cash used in purchases of property and equipment, net
|
—
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(86
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)
|
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Cash paid for acquisitions
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(1,263
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)
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(304,432
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)
|
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Distributions from unconsolidated investees
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15,129
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16,604
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Net cash provided by (used in) investing activities
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13,866
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(287,914
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)
|
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Cash flows from financing activities:
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Proceeds from issuance of bank loans, net of issuance costs
|
5,500
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|
|
275,987
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|
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Repayment of Short-Term Note to First Solar
|
—
|
|
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(1,964
|
)
|
||
Cash distribution to Class A shareholders
|
(7,871
|
)
|
|
(6,990
|
)
|
||
Cash distributions to Sponsors as OpCo unitholders
|
(14,290
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)
|
|
(12,699
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)
|
||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
—
|
|
|
18,750
|
|
||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
(2,212
|
)
|
|
(1,885
|
)
|
||
Net cash provided by (used in) financing activities
|
(18,873
|
)
|
|
271,199
|
|
||
Net increase (decrease) in cash and cash equivalents
|
349
|
|
|
(7,251
|
)
|
||
Cash and cash equivalents, beginning of period
|
13,528
|
|
|
14,261
|
|
||
Cash and cash equivalents, end of period
|
$
|
13,877
|
|
|
$
|
7,010
|
|
Non-cash transactions:
|
|
|
|
||||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition
|
$
|
—
|
|
|
$
|
50,000
|
|
Property and equipment acquisitions funded by liabilities
|
—
|
|
|
4,287
|
|
||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
452
|
|
|
581
|
|
|
Three Months Ended
|
||||||||||
(in thousands)
|
February 28, 2018
|
|
November 30, 2017
|
|
February 28, 2017
|
||||||
Net income (loss) (1)
|
$
|
6,744
|
|
|
$
|
8,760
|
|
|
$
|
(5,320
|
)
|
Add (Less):
|
|
|
|
|
|
||||||
Interest expense, net of interest income
|
5,887
|
|
|
5,739
|
|
|
5,224
|
|
|||
Income tax provision (benefit)
|
(13,169
|
)
|
|
(1,273
|
)
|
|
533
|
|
|||
Depreciation, amortization and accretion
|
7,247
|
|
|
7,302
|
|
|
6,871
|
|
|||
Share-based compensation
|
56
|
|
|
57
|
|
|
56
|
|
|||
Acquisition-related transaction costs (2)
|
20
|
|
|
6
|
|
|
13
|
|
|||
Unrealized gain (loss) on derivatives (3)
|
13
|
|
|
(357
|
)
|
|
(670
|
)
|
|||
Add proportionate share from equity method investments (4)
|
|
|
|
|
|
||||||
Interest expense, net of interest income
|
74
|
|
|
(351
|
)
|
|
130
|
|
|||
Depreciation, amortization and accretion
|
6,247
|
|
|
6,335
|
|
|
6,224
|
|
|||
Adjusted EBITDA
|
$
|
13,119
|
|
|
$
|
26,218
|
|
|
$
|
13,061
|
|
Less:
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5)
|
(8,321
|
)
|
|
(16,076
|
)
|
|
(6,960
|
)
|
|||
Cash interest paid (6)
|
(5,930
|
)
|
|
(5,838
|
)
|
|
(4,761
|
)
|
|||
Maintenance capital expenditures
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Cash distributions to non-controlling interests
|
(2,212
|
)
|
|
(2,693
|
)
|
|
(1,885
|
)
|
|||
Short-Term Note (7)
|
—
|
|
|
—
|
|
|
(1,964
|
)
|
|||
Add:
|
|
|
|
|
|
||||||
Cash distributions from unconsolidated affiliates (8)
|
17,612
|
|
|
33,820
|
|
|
17,711
|
|
|||
Indemnity payment from Sponsors (9)
|
—
|
|
|
50
|
|
|
65
|
|
|||
Cash proceeds from sales-type residential leases, net (10)
|
710
|
|
|
765
|
|
|
671
|
|
|||
Test electricity generation (11)
|
—
|
|
|
—
|
|
|
10
|
|
|||
Cash proceeds for reimbursable network upgrade costs (12)
|
3,126
|
|
|
1,626
|
|
|
6,123
|
|
|||
CAFD
|
$
|
18,104
|
|
|
$
|
37,847
|
|
|
$
|
22,071
|
|
(1)
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Costs incurred by the Partnership as a result of the strategic evaluation of the Proposed Transactions totaling $2.2 million, $1.9 million and zero in the first quarter of 2018, fourth quarter of 2017 and first quarter of 2017, respectively, as well as the release of deferred costs associated with the ATM Program totaling $0.4 million in the first quarter of 2018, were not excluded to calculate Adjusted EBITDA and CAFD.
|
(2)
|
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased.
|
(3)
|
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges.
|
(4)
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Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.
|
(5)
|
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included in our unaudited condensed consolidated statements of operations.
|
(6)
|
Represents cash interest payments related to OpCo’s senior secured credit facility and the Stateline Promissory Note.
|
(7)
|
Represents the Short-Term Note, a promissory note from First Solar.
|
(8)
|
Cash distributions from unconsolidated affiliates represent the cash received by OpCo with respect to its 49% interest in the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, and the Henrietta Project and its 34% interest in the Stateline Project.
|
(9)
|
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement.
|
(10)
|
Cash proceeds from sales-type residential leases, net, represent gross rental cash receipts for sales-type leases, less sales-type revenue and lease interest income that is already reflected in net income (loss) during the period. The corresponding revenue for such leases was recognized in the period in which such lease was placed in service, rather than in the period in which the rental payment was received, due to the characterization of these leases under U.S. GAAP.
|
(11)
|
Test electricity generation represents the sale of electricity that was generated prior to COD by Macy’s Maryland Project for the three months ended February 28, 2017. The sale of test electricity generation is accounted for as a reduction in the asset carrying value rather than operating revenue prior to COD, even though it generates cash for the related Project Entity.
|
(12)
|
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project.
|
(in millions)
|
|
Low
|
|
High
|
||||
Net income (1)
|
|
$
|
5.0
|
|
|
$
|
7.5
|
|
Add:
|
|
|
|
|
||||
Interest expense, net of interest income
|
|
6.2
|
|
|
6.2
|
|
||
Income tax provision
|
|
0.8
|
|
|
0.8
|
|
||
Depreciation, amortization and accretion
|
|
7.2
|
|
|
7.2
|
|
||
Share-based compensation
|
|
0.1
|
|
|
0.1
|
|
||
Add proportionate share from equity method investments (2):
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
6.2
|
|
|
6.2
|
|
||
Adjusted EBITDA
|
|
$
|
25.5
|
|
|
$
|
28.0
|
|
Less:
|
|
|
|
|
||||
Equity in earnings of unconsolidated affiliates, net with (2)
|
|
(14.1
|
)
|
|
(15.0
|
)
|
||
Cash interest paid
|
|
(6.2
|
)
|
|
(6.2
|
)
|
||
Cash distributions to non-controlling interests
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||
Add:
|
|
|
|
|
||||
Cash distributions from unconsolidated affiliates
|
|
7.8
|
|
|
8.7
|
|
||
Cash proceeds for reimbursable network upgrade costs
|
|
1.6
|
|
|
1.6
|
|
||
Cash proceeds from sales-type residential leases
|
|
0.7
|
|
|
0.7
|
|
||
CAFD
|
|
$
|
13.0
|
|
|
$
|
15.5
|
|
(1)
|
The Partnership’s second quarter 2018 net income, Adjusted EBITDA and CAFD guidance includes approximately $2.4 million in expenses related to the Proposed Transactions. In comparison, the Partnership’s second quarter 2017 net income, Adjusted EBITDA and CAFD results included less than $0.1 million in expenses related to the Proposed Transactions.
|
(2)
|
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.
|
1 Year 8POINT3 ENERGY PARTNERS LP Chart |
1 Month 8POINT3 ENERGY PARTNERS LP Chart |
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