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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 |
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended May 31, 2017
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☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from _____ to _____
|
Delaware
|
47-3298142
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
77 Rio Robles
San Jose, California
|
95134
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
|
Accelerated filer ☒
|
|
Non-accelerated filer
☐
|
|
Small reporting company
☐
|
|
Emerging growth company ☒
|
|
|
|
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(Do not check if a
small reporting company)
|
|
|
|
|
|
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Page
|
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||
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||
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||
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||
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||
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May 31, 2017
|
|
November 30, 2016
|
||||
Assets
|
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
10,633
|
|
|
$
|
14,261
|
|
Accounts receivable and short-term financing receivables, net
|
|
8,591
|
|
|
5,401
|
|
||
Prepaid and other current assets
1
|
|
9,574
|
|
|
15,745
|
|
||
Total current assets
|
|
28,798
|
|
|
35,407
|
|
||
Property and equipment, net
|
|
719,372
|
|
|
720,132
|
|
||
Long-term financing receivables, net
|
|
78,455
|
|
|
80,014
|
|
||
Investments in unconsolidated affiliates
|
|
785,832
|
|
|
475,078
|
|
||
Other long-term assets
|
|
23,778
|
|
|
24,432
|
|
||
Total assets
|
|
$
|
1,636,235
|
|
|
$
|
1,335,063
|
|
Liabilities and Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable and other current liabilities
1
|
|
$
|
9,251
|
|
|
$
|
23,771
|
|
Short-term debt and financing obligations
1
|
|
2,209
|
|
|
1,964
|
|
||
Deferred revenue, current portion
|
|
941
|
|
|
870
|
|
||
Total current liabilities
|
|
12,401
|
|
|
26,605
|
|
||
Long-term debt and financing obligations
1
|
|
716,723
|
|
|
384,436
|
|
||
Deferred revenue, net of current portion
|
|
172
|
|
|
308
|
|
||
Deferred tax liabilities
|
|
33,579
|
|
|
30,733
|
|
||
Asset retirement obligations
|
|
14,319
|
|
|
13,448
|
|
||
Other long-term liabilities
|
|
1,692
|
|
|
—
|
|
||
Total liabilities
|
|
778,886
|
|
|
455,530
|
|
||
Redeemable noncontrolling interests
|
|
17,346
|
|
|
17,624
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
Class A shares, 28,081,032 and 28,072,680 issued and outstanding as of May 31, 2017 and November 30, 2016, respectively
|
|
249,250
|
|
|
249,138
|
|
||
Class B shares, 51,000,000 issued and outstanding as of May 31, 2017 and November 30, 2016
|
|
—
|
|
|
—
|
|
||
Accumulated earnings
|
|
12,494
|
|
|
22,440
|
|
||
Total shareholders' equity attributable to 8point3 Energy Partners LP
|
|
261,744
|
|
|
271,578
|
|
||
Noncontrolling interests
|
|
578,259
|
|
|
590,331
|
|
||
Total equity
|
|
840,003
|
|
|
861,909
|
|
||
Total liabilities and equity
|
|
$
|
1,636,235
|
|
|
$
|
1,335,063
|
|
1
|
The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within “Prepaid and other current assets” in the unaudited condensed consolidated balance sheets were $
0.8 million
and $
0.9 million
as of
May 31, 2017
and
November 30, 2016
, respectively. Related-party balances recorded within “Accounts payable and other current liabilities” in the unaudited condensed consolidated balance sheets were $
6.3 million
and $
19.7 million
due to Sponsors as of
May 31, 2017
and
November 30, 2016
, respectively, and $
0.8 million
and
$1.0 million
due to tax equity investors as of
May 31, 2017
and
November 30, 2016
, respectively. Related-party balances recorded within “Short-term debt and financing obligations” and “Long-term debt and financing obligations” in the unaudited condensed consolidated balance sheets were $
2.2 million
and $
47.8 million
, respectively, as of
May 31, 2017
, and $
2.0 million
and
zero
, respectively, as of
November 30, 2016
.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Operating revenues
1
|
$
|
16,678
|
|
|
$
|
13,517
|
|
|
$
|
26,575
|
|
|
$
|
20,619
|
|
Total revenues
|
16,678
|
|
|
13,517
|
|
|
26,575
|
|
|
20,619
|
|
||||
Operating costs and expenses
1
:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of operations
|
2,110
|
|
|
1,759
|
|
|
4,332
|
|
|
3,025
|
|
||||
Selling, general and administrative
|
1,942
|
|
|
1,656
|
|
|
3,844
|
|
|
3,292
|
|
||||
Depreciation and accretion
|
6,892
|
|
|
5,388
|
|
|
13,655
|
|
|
10,014
|
|
||||
Acquisition-related transaction costs
|
18
|
|
|
829
|
|
|
31
|
|
|
1,662
|
|
||||
Total operating costs and expenses
|
10,962
|
|
|
9,632
|
|
|
21,862
|
|
|
17,993
|
|
||||
Operating income
|
5,716
|
|
|
3,885
|
|
|
4,713
|
|
|
2,626
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
5,874
|
|
|
3,051
|
|
|
11,369
|
|
|
5,924
|
|
||||
Interest income
|
(294
|
)
|
|
(328
|
)
|
|
(565
|
)
|
|
(613
|
)
|
||||
Other expense (income)
|
37
|
|
|
(334
|
)
|
|
(797
|
)
|
|
(260
|
)
|
||||
Total other expense, net
|
5,617
|
|
|
2,389
|
|
|
10,007
|
|
|
5,051
|
|
||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees
|
99
|
|
|
1,496
|
|
|
(5,294
|
)
|
|
(2,425
|
)
|
||||
Income tax provision
|
(2,315
|
)
|
|
(6,681
|
)
|
|
(2,848
|
)
|
|
(10,218
|
)
|
||||
Equity in earnings of unconsolidated investees
|
9,359
|
|
|
5,024
|
|
|
9,965
|
|
|
5,429
|
|
||||
Net income (loss)
|
7,143
|
|
|
(161
|
)
|
|
1,823
|
|
|
(7,214
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests
|
3,757
|
|
|
(10,183
|
)
|
|
(2,424
|
)
|
|
(22,544
|
)
|
||||
Net income attributable to 8point3 Energy Partners LP Class A shares
|
$
|
3,386
|
|
|
$
|
10,022
|
|
|
$
|
4,247
|
|
|
$
|
15,330
|
|
Net income per Class A share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.50
|
|
|
$
|
0.15
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.50
|
|
|
$
|
0.15
|
|
|
$
|
0.77
|
|
Distributions per Class A share:
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
$
|
0.51
|
|
|
$
|
0.44
|
|
Weighted average number of Class A shares:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
28,077
|
|
|
20,011
|
|
|
28,075
|
|
|
20,009
|
|
||||
Diluted
|
43,577
|
|
|
35,511
|
|
|
43,575
|
|
|
35,509
|
|
1
|
The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within “Operating revenues” in the unaudited condensed consolidated statement of operations were
$1.3 million
for each of the three months ended
May 31, 2017
and
May 31, 2016
, and
$2.6 million
for each of the six months ended
May 31, 2017
and
May 31, 2016
. Related party transactions recorded within “Operating costs and expenses” in the unaudited condensed consolidated statement of operations were
$2.2 million
and
$1.7 million
for the three months ended
May 31, 2017
and
May 31, 2016
, respectively, and
$4.2 million
and $
3.1 million
for the six months ended
May 31, 2017
and
May 31, 2016
, respectively.
|
|
Redeemable
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
||||||||||||||||
|
Noncontrolling
|
|
Class A Shares
|
|
Class B Shares
|
|
Accumulated
|
|
Shareholders'
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||||
|
Interests
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Equity
|
|
Interest
|
|
Equity
|
||||||||||||||||
Balance as of November 30, 2015
|
$
|
89,747
|
|
|
20,007,281
|
|
|
$
|
392,748
|
|
|
51,000,000
|
|
|
$
|
—
|
|
|
$
|
15,580
|
|
|
$
|
408,328
|
|
|
$
|
194,058
|
|
|
$
|
602,386
|
|
Noncontrolling interests obtained through acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,128
|
|
|
40,128
|
|
|||||||
Cash and accrued distributions to noncontrolling interests - tax equity investors
|
(3,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,574
|
)
|
|
(3,574
|
)
|
|||||||
Issuance of Class A shares, net of issuance costs
|
—
|
|
|
8,050,000
|
|
|
113,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,325
|
|
|
—
|
|
|
113,325
|
|
|||||||
Reclassification of noncontrolling interests due to issuance of Class A shares
|
—
|
|
|
—
|
|
|
(257,159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(257,159
|
)
|
|
257,159
|
|
|
—
|
|
|||||||
Share-based compensation
|
—
|
|
|
15,399
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
224
|
|
|||||||
Contributions from SunPower
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,973
|
|
|
9,973
|
|
|||||||
Contributions from tax equity investors
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,507
|
|
|
50,507
|
|
|||||||
Cash distributions to Class A shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,241
|
)
|
|
(20,241
|
)
|
|
—
|
|
|
(20,241
|
)
|
|||||||
Cash distributions to Sponsors as OpCo unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,271
|
)
|
|
(12,271
|
)
|
|||||||
Net income (loss)
|
(68,543
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,101
|
|
|
27,101
|
|
|
54,351
|
|
|
81,452
|
|
|||||||
Balance as of November 30, 2016
|
$
|
17,624
|
|
|
28,072,680
|
|
|
$
|
249,138
|
|
|
51,000,000
|
|
|
$
|
—
|
|
|
$
|
22,440
|
|
|
$
|
271,578
|
|
|
$
|
590,331
|
|
|
$
|
861,909
|
|
Noncontrolling interests obtained through acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
1,078
|
|
|||||||
Cash and accrued distributions to noncontrolling interests - tax equity investors
|
(1,781
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,192
|
)
|
|
(2,192
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
8,352
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|||||||
Contributions from tax equity investors
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,750
|
|
|
18,750
|
|
|||||||
Cash distributions to Class A shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,193
|
)
|
|
(14,193
|
)
|
|
—
|
|
|
(14,193
|
)
|
|||||||
Cash distributions to Sponsors as OpCo unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,781
|
)
|
|
(25,781
|
)
|
|||||||
Net income (loss)
|
1,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,247
|
|
|
4,247
|
|
|
(3,927
|
)
|
|
320
|
|
|||||||
Balance as of May 31, 2017
|
$
|
17,346
|
|
|
28,081,032
|
|
|
$
|
249,250
|
|
|
51,000,000
|
|
|
$
|
—
|
|
|
$
|
12,494
|
|
|
$
|
261,744
|
|
|
$
|
578,259
|
|
|
$
|
840,003
|
|
|
|
Six Months Ended
|
||||||
|
|
May 31, 2017
|
|
May 31, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1,823
|
|
|
$
|
(7,214
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
13,871
|
|
|
10,014
|
|
||
Unrealized gain on interest rate swap
|
|
(633
|
)
|
|
(251
|
)
|
||
Distributions from unconsolidated investees
|
|
9,965
|
|
|
7,718
|
|
||
Equity in earnings of unconsolidated investees
|
|
(9,965
|
)
|
|
(5,429
|
)
|
||
Deferred income taxes
|
|
2,846
|
|
|
10,218
|
|
||
Share-based compensation
|
|
112
|
|
|
112
|
|
||
Amortization of debt issuance costs
|
|
487
|
|
|
306
|
|
||
Other, net
|
|
(62
|
)
|
|
166
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable and financing receivable, net
|
|
(1,559
|
)
|
|
(2,432
|
)
|
||
Prepaid and other assets
|
|
7,104
|
|
|
(464
|
)
|
||
Deferred revenue
|
|
(59
|
)
|
|
(68
|
)
|
||
Accounts payable and other liabilities
|
|
1,050
|
|
|
951
|
|
||
Net cash provided by operating activities
|
|
24,980
|
|
|
13,627
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|||
Cash provided by (used in) purchases of property and equipment, net
|
|
(114
|
)
|
|
1,143
|
|
||
Cash paid for acquisitions
|
|
(304,465
|
)
|
|
(117,974
|
)
|
||
Distributions from unconsolidated investees
|
|
19,333
|
|
|
1,193
|
|
||
Net cash used in investing activities
|
|
(285,246
|
)
|
|
(115,638
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|||
Proceeds from issuance of bank loans, net of issuance costs
|
|
283,987
|
|
|
64,991
|
|
||
Repayment of promissory note to First Solar
|
|
(1,964
|
)
|
|
—
|
|
||
Capital contributions from SunPower
|
|
—
|
|
|
9,973
|
|
||
Cash distribution to Class A shareholders
|
|
(14,193
|
)
|
|
(8,835
|
)
|
||
Cash distributions to Sponsors as OpCo unit holders
|
|
(25,781
|
)
|
|
—
|
|
||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
|
18,750
|
|
|
372
|
|
||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
|
(4,161
|
)
|
|
(1,276
|
)
|
||
Net cash provided by financing activities
|
|
256,638
|
|
|
65,225
|
|
||
Net decrease in cash and cash equivalents
|
|
(3,628
|
)
|
|
(36,786
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
14,261
|
|
|
56,781
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
10,633
|
|
|
$
|
19,995
|
|
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
|
|
|
3,435
|
|
||
Settlement of related party payable by capital contribution from tax equity investor
|
|
—
|
|
|
46,837
|
|
||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors
|
|
785
|
|
|
1,616
|
|
Project
|
|
Location
|
|
Commercial
Operation Date(1)
|
|
MW(ac)
(2)
|
|
Counterparty
|
|
Remaining
Term of
Offtake Agreement
(in years)(3)
|
||
Utility
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland Solar
|
|
Maryland
|
|
February 2014
|
|
20
|
|
|
FirstEnergy
Solutions |
|
15.8
|
|
Solar Gen 2
|
|
California
|
|
November 2014
|
|
150
|
|
|
San Diego Gas &
Electric |
|
22.5
|
|
Lost Hills Blackwell
|
|
California
|
|
April 2015
|
|
32
|
|
|
City of
Roseville/Pacific Gas and Electric |
|
26.6
|
(4)
|
North Star
|
|
California
|
|
June 2015
|
|
60
|
|
|
Pacific Gas and
Electric |
|
18.1
|
|
RPU
|
|
California
|
|
September 2015
|
|
7
|
|
|
City of Riverside
|
|
23.3
|
|
Quinto
|
|
California
|
|
November 2015
|
|
108
|
|
|
Southern California
Edison |
|
18.5
|
|
Hooper
|
|
Colorado
|
|
December 2015
|
|
50
|
|
|
Public Service
Company of Colorado |
|
18.6
|
|
Kingbird
|
|
California
|
|
April 2016
|
|
40
|
|
|
Southern California
Public Power Authority(5) |
|
18.9
|
|
Henrietta
|
|
California
|
|
October 2016
|
|
102
|
|
|
Pacific Gas and
Electric |
|
19.3
|
|
Stateline
|
|
California
|
|
August 2016
|
|
300
|
|
|
Southern California
Edison |
|
19.3
|
|
Commercial & Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
UC Davis
|
|
California
|
|
September 2015
|
|
13
|
|
|
University of
California |
|
18.3
|
|
Macy's California
|
|
California
|
|
October 2015
|
|
3
|
|
|
Macy's Corporate
Services |
|
18.4
|
|
Macy’s Maryland
|
|
Maryland
|
|
December 2016
|
|
5
|
|
|
Macy's Corporate
Services |
|
19.5
|
|
Kern(6)
|
|
California
|
|
September 2017
|
|
16
|
|
|
Kern High School District
|
|
19.6
|
(7)
|
Residential Portfolio
|
|
U.S. – Various
|
|
June 2014
|
|
39
|
|
|
Approx. 5,800
homeowners(8) |
|
15.3
|
(9)
|
Total
|
|
|
|
|
|
945
|
|
|
|
|
|
|
(1)
|
For the Macy’s California Project, the Macy’s Maryland Project, and the Kern Project, COD represents the first date on which all of the solar generation systems within each of the Macy’s California Project, the Macy’s Maryland Project and the Kern Project, respectively, have achieved or are expected to achieve COD. For the Residential Portfolio, COD represents the first date on which all of the residential systems within the Residential Portfolio have achieved COD.
|
(2)
|
The MW for the projects in which the Partnership owns less than a 100% interest or in which the Partnership is the lessor under any sale-leaseback financing are shown on a gross basis.
|
(3)
|
Remaining term of offtake agreement is measured from the later of
May 31, 2017
or the expected COD of the applicable project.
|
(4)
|
Remaining term comprised of
1.6 years
on a PPA with the City of Roseville, California, followed by a
25
-year PPA with PG&E starting in 2019.
|
(5)
|
The Kingbird Project is subject to two separate PPAs with member cities of the Southern California Public Power Authority.
|
(6)
|
OpCo’s acquisition of the Kern Project is being effectuated in phases, with the closing of the first phase, reflecting a nameplate capacity of approximately
3
MW, having occurred on January 26, 2016, the closing of the second phase, reflecting a nameplate capacity of approximately
5
MW, having occurred on September 9, 2016, the closing of the third phase, reflecting a nameplate capacity of approximately
5
MW, having occurred on November 30, 2016, the closing of the fourth phase, reflecting a nameplate capacity of approximately
3
MW, having closed on February 24, 2017.
|
(7)
|
Remaining term is the weighted average duration of the first four phases of the Kern Project.
|
(8)
|
Comprised of the approximately
5,800
solar installations located at homes in Arizona, California, Colorado, Hawaii, Massachusetts, New Jersey, New York, Pennsylvania and Vermont, that are held by the Residential Portfolio Project Entity and have an aggregate nameplate capacity of
39
MW.
|
(9)
|
Remaining term is the weighted average duration of all of the residential leases, in each case measured from
May 31, 2017
.
|
•
|
the IPO SunPower Project Entities, including:
|
•
|
the Macy’s California Project Entities, which hold the Macy’s California Project;
|
•
|
the Quinto Project Entity, which holds the Quinto Project;
|
•
|
the RPU Project Entity, which holds the RPU Project;
|
•
|
the UC Davis Project Entity, which holds the UC Davis Project; and
|
•
|
the Residential Portfolio Project Entity, which holds the Residential Portfolio Project; and
|
•
|
the IPO First Solar Project Entities, including:
|
•
|
the Lost Hills Blackwell Project, which holds the Lost Hills Project and the Blackwell Project;
|
•
|
the Maryland Solar Project Entity, which holds the Maryland Solar Project;
|
•
|
the North Star Project Entity, which holds the North Star Project; and
|
•
|
the Solar Gen 2 Project Entity, which holds the Solar Gen 2 Project.
|
•
|
the Kern Project Entity, which holds the Kern Project;
|
•
|
the Kingbird Project Entities, which holds the Kingbird Project;
|
•
|
the Hooper Project Entity, which holds the Hooper Project; and
|
•
|
the Macy’s Maryland Project Entity, which holds the Macy’s Maryland Project.
|
•
|
the Henrietta Project Entity, which holds the Henrietta Project. OpCo owns a
49%
economic interest in the Henrietta Project Entity; and
|
•
|
the Stateline Project Entity, which holds the Stateline Project. OpCo owns a
34%
economic interest in the Stateline Project Entity.
|
(i)
|
Phase 1(a):
On January 26, 2016, 8point3 OpCo Holdings, LLC, a wholly owned subsidiary of OpCo (“OpCo Holdings”), acquired from SunPower all of the class B limited liability company interests of the Kern Class B Partnership. Prior to the date of the execution of the Kern Purchase Agreement and in connection with the closing of the tax equity financing for the Kern Project, described below, the Kern Project Entity, an indirect subsidiary of the Kern Class B Partnership, acquired the Kern Phase 1(a) Assets. The initial phase of the acquisition of the Kern Project is referred to herein as the “Kern Phase 1(a) Acquisition.”
|
(ii)
|
Phase 1(b)
: On September 9, 2016, the Kern Project Entity acquired the assets included in the Kern Phase 1(b) Assets from SunPower. The second phase of the acquisition of the Kern Project is referred to herein as the “Kern Phase 1(b) Acquisition.”
|
(iii)
|
Phase 2(a):
On November 30, 2016, the Kern Project Entity acquired the Kern Phase 2(a) Assets from SunPower. The third phase of the acquisition of the Kern Project is referred to herein as the “Kern Phase 2(a) Acquisition.”
|
(iv)
|
Phase 2(b):
On February 24, 2017, the Kern Project Entity acquired the Kern Phase 2(b) Assets from SunPower. The fourth phase of the acquisition of the Kern Project is referred to herein as the “Kern Phase 2(b) Acquisition.”
|
(v)
|
Phase 2(c):
On June 9, 2017, the Kern Project Entity acquired the Kern Phase 2(c) Assets from SunPower. The fifth phase of the acquisition of the Kern Project is referred to herein as the “Kern Phase 2(c) Acquisition.” Please read “—Note 15—Subsequent Events”.
|
|
Fair Value
|
||||||||||||||
|
Kern Phase 1(a)
|
|
Kern Phase 1(b)
|
|
Kern Phase 2(a)
|
|
Kern Phase 2(b)
|
||||||||
(in thousands)
|
Assets
|
|
Assets
|
|
Assets
|
|
Assets
|
||||||||
Property and equipment
|
$
|
9,510
|
|
|
$
|
18,856
|
|
|
$
|
14,873
|
|
|
$
|
11,872
|
|
Related party payable
|
(3,435
|
)
|
|
(7,123
|
)
|
|
(4,504
|
)
|
|
(4,287
|
)
|
||||
Asset retirement obligation
|
(322
|
)
|
|
(785
|
)
|
|
(623
|
)
|
|
(493
|
)
|
||||
Noncontrolling interest
|
(866
|
)
|
|
(1,794
|
)
|
|
(1,332
|
)
|
|
(1,078
|
)
|
||||
Net assets acquired
|
$
|
4,887
|
|
|
$
|
9,154
|
|
|
$
|
8,414
|
|
|
$
|
6,014
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Balance at the beginning of the period
|
$
|
788,000
|
|
|
$
|
346,197
|
|
|
$
|
475,078
|
|
|
$
|
352,070
|
|
Investments in its unconsolidated affiliates during the period
|
60
|
|
|
—
|
|
|
330,087
|
|
|
—
|
|
||||
Equity in earnings in unconsolidated affiliates (1)
|
9,359
|
|
|
5,024
|
|
|
9,965
|
|
|
5,429
|
|
||||
Distributions from unconsolidated affiliates
|
(11,587
|
)
|
|
(2,633
|
)
|
|
(29,298
|
)
|
|
(8,911
|
)
|
||||
Balance at the end of the period
|
$
|
785,832
|
|
|
$
|
348,588
|
|
|
$
|
785,832
|
|
|
$
|
348,588
|
|
(1)
|
The net income (loss) used to determine the Partnership’s equity in earnings of unconsolidated affiliates reflects adjustments pursuant to the equity method of accounting, including the amortization of basis differences resulting from the Partnership’s proportionate share of certain equity method investees’ net assets exceeding their carrying values.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Summary statements of operations information:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
42,277
|
|
|
$
|
16,101
|
|
|
$
|
61,893
|
|
|
$
|
24,751
|
|
Operating expenses
|
25,519
|
|
|
9,844
|
|
|
51,912
|
|
|
20,769
|
|
||||
Net income
|
13,430
|
|
|
6,382
|
|
|
5,671
|
|
|
4,212
|
|
|
As of
|
||||||
(in thousands)
|
May 31, 2017
|
|
November 30, 2016
|
||||
Minimum lease payment receivable, net (1)
|
$
|
97,169
|
|
|
$
|
100,161
|
|
Unguaranteed residual value
|
12,887
|
|
|
12,926
|
|
||
Less: unearned income
|
(29,021
|
)
|
|
(30,557
|
)
|
||
Net financing receivables
|
$
|
81,035
|
|
|
$
|
82,530
|
|
Short-term financing receivables, net (2)
|
$
|
2,580
|
|
|
$
|
2,516
|
|
Long-term financing receivables, net
|
$
|
78,455
|
|
|
$
|
80,014
|
|
(1)
|
Allowance for losses on financing receivables was $
0.6 million
and $
0.7 million
as of
May 31, 2017
and
November 30, 2016
, respectively.
|
(2)
|
Accounts receivable and short-term financing receivables, net on the unaudited condensed consolidated balance sheets includes other trade accounts receivable of $
6.0 million
and $
2.9 million
as of
May 31, 2017
and
November 30, 2016
, respectively.
|
|
As of
|
||||||
(in thousands)
|
May 31, 2017
|
|
November 30, 2016
|
||||
Prepaid expense and other current assets
|
|
|
|
||||
Reimbursable network upgrade costs (1)
|
$
|
7,752
|
|
|
$
|
13,870
|
|
Other current assets (2)
|
1,822
|
|
|
1,875
|
|
||
Total
|
$
|
9,574
|
|
|
$
|
15,745
|
|
Property and equipment, net
|
|
|
|
||||
Utility solar power systems
|
625,195
|
|
|
578,817
|
|
||
Leased solar power systems
|
137,344
|
|
|
137,475
|
|
||
Land
|
1,020
|
|
|
1,020
|
|
||
Construction-in-progress (3)
|
3,335
|
|
|
36,981
|
|
||
|
$
|
766,894
|
|
|
$
|
754,293
|
|
Less: accumulated depreciation
|
(47,522
|
)
|
|
(34,161
|
)
|
||
Total
|
$
|
719,372
|
|
|
$
|
720,132
|
|
Other long-term assets
|
|
|
|
||||
Reimbursable network upgrade costs (1)
|
$
|
20,709
|
|
|
$
|
21,781
|
|
Intangible assets (4)
|
1,539
|
|
|
1,754
|
|
||
Derivative financial instruments
|
1,530
|
|
|
897
|
|
||
Total
|
$
|
23,778
|
|
|
$
|
24,432
|
|
(1)
|
For the Kingbird Project and the Quinto Project, the construction costs related to the network upgrade of a transmission grid belonging to a utility company are reimbursable by that utility company over
five years
from the date the project reached commercial operation.
|
(2)
|
Other current assets included
$0.3 million
due from SunPower related to system output performance warranties and system repairs in connection with $
0.1 million
of system output performance warranty accrual and $
0.2 million
of system repairs accrual recorded in the “Accounts payable and other current liabilities” line item on the unaudited condensed consolidated balance sheets as of
May 31, 2017
. Similarly, other current assets included $
0.5 million
due from SunPower related to system output performance warranties and system repairs in connection with $
0.2 million
of system output performance warranty accrual and $
0.3 million
of system repairs accrual recorded in the “Accounts payable and other current liabilities” line item on the consolidated balance sheet as of
November 30, 2016
.
|
(3)
|
Construction-in-progress is the project assets related to the Kern Phase 1(a) Assets.
|
(4)
|
Intangible assets represent a customer contract intangible that is amortized on a straight-line basis beginning on COD through the contract term end date of December 31, 2020. Operating revenues were reduced by $
0.1 million
and $
0.2 million
in the three and six months ended
May 31, 2017
, respectively. Operating revenues were not affected by intangible assets in the three and six months ended May 31, 2016.
|
|
As of
|
||||||
(in thousands)
|
May 31, 2017
|
|
November 30, 2016
|
||||
Accounts payable and other current liabilities
|
|
|
|
||||
Trade and accrued accounts payable
|
$
|
993
|
|
|
$
|
1,089
|
|
Related party payable (1)
|
7,043
|
|
|
20,653
|
|
||
System output performance warranty
|
64
|
|
|
196
|
|
||
Residential lease system repairs accrual
|
239
|
|
|
331
|
|
||
Other short-term liabilities
|
912
|
|
|
1,502
|
|
||
Total
|
$
|
9,251
|
|
|
$
|
23,771
|
|
(1)
|
Related party payable on the unaudited condensed consolidated balance sheets as of
May 31, 2017
consists of (i) $
5.8 million
related to the purchase price payable to SunPower, which will be funded by tax equity investors for the Kern Phase 1(a) Acquisition and the Kern Phase 2(b) Acquisition; (ii)
$0.8 million
related to accrued distribution to tax equity investors; and (iii)
$0.4 million
for accounts payable to related parties associated with O&M, AMA and MSA fees owed to the Sponsors. Related party payable on the consolidated balance sheets as of
November 30, 2016
consists of (i)
$19.5 million
related to the purchase price payable to SunPower for the Kern Phase 1(a) Acquisition, the Kern Phase 1(b) Acquisition, the Kern Phase 2(a) Acquisition and the Macy’s Maryland Acquisition; (ii)
$1.0 million
related to accrued distribution to tax equity investors; and (iii) $
0.1 million
for accounts payable to related parties associated with O&M, AMA and MSA fees owed to the Sponsors.
|
(in thousands)
|
2017 (remaining
six months) |
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Land use payments
|
$
|
742
|
|
|
$
|
1,329
|
|
|
$
|
1,686
|
|
|
$
|
1,742
|
|
|
$
|
1,782
|
|
|
$
|
56,249
|
|
|
$
|
63,530
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Balance at the beginning of the period
|
$
|
138
|
|
|
$
|
226
|
|
|
$
|
196
|
|
|
$
|
237
|
|
Settlements during the period
|
(22
|
)
|
|
(80
|
)
|
|
(51
|
)
|
|
(156
|
)
|
||||
Adjustments during the period
|
(52
|
)
|
|
(6
|
)
|
|
(81
|
)
|
|
59
|
|
||||
Balance at the end of the period
|
$
|
64
|
|
|
$
|
140
|
|
|
$
|
64
|
|
|
$
|
140
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Balance at the beginning of the period
|
$
|
14,129
|
|
|
$
|
10,658
|
|
|
$
|
13,448
|
|
|
$
|
9,992
|
|
ARO assumed in acquisition
|
—
|
|
|
981
|
|
|
493
|
|
|
1,528
|
|
||||
Accretion expense
|
186
|
|
|
127
|
|
|
357
|
|
|
246
|
|
||||
Revisions to ARO during the period
|
4
|
|
|
(224
|
)
|
|
21
|
|
|
(224
|
)
|
||||
Balance at the end of the period
|
$
|
14,319
|
|
|
$
|
11,542
|
|
|
$
|
14,319
|
|
|
$
|
11,542
|
|
(in thousands)
|
2017 (remaining
six months) |
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum future rentals on residential
operating leases placed in service (1)
|
$
|
1,824
|
|
|
$
|
3,710
|
|
|
$
|
3,731
|
|
|
$
|
3,753
|
|
|
$
|
3,775
|
|
|
$
|
42,445
|
|
|
$
|
59,238
|
|
Maryland Solar lease
|
2,649
|
|
|
5,173
|
|
|
4,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,734
|
|
|||||||
Total operating leases
|
$
|
4,473
|
|
|
$
|
8,883
|
|
|
$
|
8,643
|
|
|
$
|
3,753
|
|
|
$
|
3,775
|
|
|
$
|
42,445
|
|
|
$
|
71,972
|
|
(1)
|
Minimum future rentals on operating leases placed in service do not include contingent rentals that may be received from customers under agreements that include performance-based incentives and executory costs.
|
(in thousands)
|
2017 (remaining
six months) |
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Scheduled maturities of minimum lease
payments receivable (1)
|
$
|
2,973
|
|
|
$
|
5,658
|
|
|
$
|
5,744
|
|
|
$
|
5,835
|
|
|
$
|
5,929
|
|
|
$
|
71,030
|
|
|
$
|
97,169
|
|
(1)
|
Minimum future rentals on sales-type leases placed in service do not include contingent rentals that may be received from customers under agreements that include performance-based incentives and executory costs.
|
(in thousands)
|
2017 (remaining
six months) |
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
SREC sales
|
$
|
586
|
|
|
$
|
781
|
|
|
$
|
781
|
|
|
$
|
781
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
3,124
|
|
|
May 31, 2017
|
|
November 30, 2016
|
||||||||||
(in thousands)
|
Amount
|
|
Interest Rate
|
|
Amount
|
|
Interest Rate
|
||||||
Term loan due June 2020
|
$
|
300,000
|
|
|
3.04
|
%
|
|
$
|
300,000
|
|
|
2.61
|
%
|
Incremental term loan due June 2020
|
250,000
|
|
|
3.04
|
%
|
|
—
|
|
|
N/A
|
|
||
Delayed draw term loan facility due June 2020
|
25,000
|
|
|
3.04
|
%
|
|
25,000
|
|
|
2.61
|
%
|
||
Revolving credit facility due June 2020
|
97,000
|
|
|
3.04
|
%
|
|
63,000
|
|
|
2.61
|
%
|
||
Stateline Promissory Note due December 2020
|
50,009
|
|
|
4.00
|
%
|
|
—
|
|
|
N/A
|
|
||
Less: debt issuance costs
|
(3,077
|
)
|
|
N/A
|
|
|
(3,564
|
)
|
|
N/A
|
|
||
Total
|
$
|
718,932
|
|
|
|
|
$
|
384,436
|
|
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.
|
•
|
Level 3—Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.
|
|
May 31, 2017
|
|
November 30, 2016
|
||||||||||||
(in thousands)
|
Level 2
|
|
Total
|
|
Level 2
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
1,530
|
|
|
$
|
1,530
|
|
|
$
|
897
|
|
|
$
|
897
|
|
Total assets
|
$
|
1,530
|
|
|
$
|
1,530
|
|
|
$
|
897
|
|
|
$
|
897
|
|
|
As of
|
||||||
(in thousands)
|
May 31, 2017
|
|
November 30, 2016
|
||||
First Solar
|
$
|
232,709
|
|
|
$
|
238,210
|
|
SunPower
|
304,161
|
|
|
311,327
|
|
||
Tax equity investors
|
41,389
|
|
|
40,794
|
|
||
Total
|
$
|
578,259
|
|
|
$
|
590,331
|
|
|
As of
|
|
|
||||
Shares
|
May 31, 2017
|
|
November 30, 2016
|
|
Shareholder
|
||
Class A shares
|
28,081,032
|
|
|
28,072,680
|
|
|
Public
|
Class B shares
|
22,116,925
|
|
|
22,116,925
|
|
|
First Solar
|
Class B shares
|
28,883,075
|
|
|
28,883,075
|
|
|
SunPower
|
Total shares outstanding
|
79,081,032
|
|
|
79,072,680
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except per share amounts)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Basic net income per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Class A shareholders
|
$
|
3,386
|
|
|
$
|
10,022
|
|
|
$
|
4,247
|
|
|
$
|
15,330
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
28,077
|
|
|
20,011
|
|
|
28,075
|
|
|
20,009
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
$
|
0.12
|
|
|
$
|
0.50
|
|
|
$
|
0.15
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Class A shareholders
|
$
|
3,386
|
|
|
$
|
10,022
|
|
|
$
|
4,247
|
|
|
$
|
15,330
|
|
Add: Additional net income attributable to
Class A shares due to increased percentage ownership in OpCo, net of tax, from the conversion of Class B shares |
1,904
|
|
|
7,801
|
|
|
2,422
|
|
|
11,912
|
|
||||
|
$
|
5,290
|
|
|
$
|
17,823
|
|
|
$
|
6,669
|
|
|
$
|
27,242
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
28,077
|
|
|
20,011
|
|
|
28,075
|
|
|
20,009
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Class B shares (1)
|
15,500
|
|
|
15,500
|
|
|
15,500
|
|
|
15,500
|
|
||||
Diluted weighted-average shares
|
43,577
|
|
|
35,511
|
|
|
43,575
|
|
|
35,509
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share
|
$
|
0.12
|
|
|
$
|
0.50
|
|
|
$
|
0.15
|
|
|
$
|
0.77
|
|
(1)
|
Up to the amount of OpCo common units held by Sponsors
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
Customers
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||
Southern California Edison
|
42.9
|
%
|
|
49.6
|
%
|
|
37.9
|
%
|
|
47.8
|
%
|
Southern California Public Power Authority
|
13.6
|
%
|
|
*
|
|
|
12.5
|
%
|
|
*
|
|
First Solar
|
*
|
|
|
*
|
|
|
*
|
|
|
12.5
|
%
|
*
|
Total revenue to these customers were less than
10%
of our total revenue for the period.
|
|
Fair Value
|
||
|
Kern Phase 2(c)
|
||
(in thousands)
|
Assets
|
||
Property and equipment
|
$
|
6,710
|
|
Related party payable
|
(2,618
|
)
|
|
Asset retirement obligation
|
(279
|
)
|
|
Noncontrolling interest
|
(658
|
)
|
|
Net assets acquired
|
$
|
3,155
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Net income (loss)
|
$
|
7,143
|
|
|
$
|
(161
|
)
|
|
$
|
1,823
|
|
|
$
|
(7,214
|
)
|
Add (Less):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of interest income
|
5,580
|
|
|
2,715
|
|
|
10,804
|
|
|
5,303
|
|
||||
Income tax provision
|
2,315
|
|
|
6,681
|
|
|
2,848
|
|
|
10,218
|
|
||||
Depreciation, amortization and accretion
|
7,000
|
|
|
5,388
|
|
|
13,871
|
|
|
10,014
|
|
||||
Share-based compensation
|
56
|
|
|
56
|
|
|
112
|
|
|
112
|
|
||||
Acquisition-related transaction costs (1)
|
18
|
|
|
829
|
|
|
31
|
|
|
1,662
|
|
||||
Unrealized gain (loss) on derivatives (2)
|
37
|
|
|
(325
|
)
|
|
(633
|
)
|
|
(251
|
)
|
||||
Add proportionate share from equity method
investments (3) |
|
|
|
|
|
|
|
|
|||||||
Interest expense, net of interest income
|
169
|
|
|
(53
|
)
|
|
299
|
|
|
(95
|
)
|
||||
Depreciation, amortization and accretion
|
6,224
|
|
|
2,234
|
|
|
12,448
|
|
|
5,286
|
|
||||
Adjusted EBITDA
|
$
|
28,542
|
|
|
$
|
17,364
|
|
|
$
|
41,603
|
|
|
$
|
25,035
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated affiliates, net with (3) above (4)
|
(15,752
|
)
|
|
(7,205
|
)
|
|
(22,712
|
)
|
|
(10,620
|
)
|
||||
Cash interest paid (5)
|
(5,666
|
)
|
|
(3,110
|
)
|
|
(10,427
|
)
|
|
(5,898
|
)
|
||||
Cash distributions to non-controlling interests
|
(2,276
|
)
|
|
(420
|
)
|
|
(4,161
|
)
|
|
(904
|
)
|
||||
Short-term note (6)
|
—
|
|
|
—
|
|
|
(1,964
|
)
|
|
—
|
|
||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||
Cash distributions from unconsolidated affiliates (7)
|
11,587
|
|
|
2,633
|
|
|
29,298
|
|
|
9,057
|
|
||||
Indemnity payment from Sponsors (8)
|
27
|
|
|
—
|
|
|
92
|
|
|
9,973
|
|
||||
State and local rebates (9)
|
—
|
|
|
—
|
|
|
—
|
|
|
299
|
|
||||
Cash proceeds from sales-type residential leases (10)
|
695
|
|
|
630
|
|
|
1,366
|
|
|
1,271
|
|
||||
Test electricity generation (11)
|
22
|
|
|
421
|
|
|
32
|
|
|
421
|
|
||||
Cash proceeds for reimbursable network upgrade costs (12)
|
1,630
|
|
|
—
|
|
|
7,753
|
|
|
—
|
|
||||
Cash available for distribution
|
$
|
18,809
|
|
|
$
|
10,313
|
|
|
$
|
40,880
|
|
|
$
|
28,634
|
|
(1)
|
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased and expected to be purchased by us in the future.
|
(2)
|
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges.
|
(3)
|
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.
|
(4)
|
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 on our unaudited condensed consolidated statements of operations.
|
(5)
|
Represents cash interest payments related to OpCo’s senior secured credit facility and the Stateline Promissory Note.
|
(6)
|
Represents repayment of a working capital loan from First Solar.
|
(7)
|
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, the Henrietta Project, and its 34% interest in the Stateline Project.
|
(8)
|
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. Please read Part I, Item 1. “Financial Information—Notes to Unaudited Condensed Consolidated Financial Statements—Note 12—Related Parties.”
|
(9)
|
State and local rebates represent cash received from state or local governments for owning certain solar power systems. The receipt of state and local rebates is accounted for as a reduction in the asset carrying value rather than operating revenue.
|
(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)
|
For three and six months ended
May 31, 2017
, test electricity generation represents the sale of electricity that was generated prior to COD by Macy’s Maryland Project. For the three and six months ended
May 31, 2016
, test electricity generation represents the sale of electricity that was generated prior to COD by the Kingbird Project. Solar systems may begin generating electricity prior to COD as a result of the installation and interconnection of individual solar modules, which occurs over time during the construction and commission period. 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.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
$
|
16,678
|
|
|
$
|
13,517
|
|
|
$
|
26,575
|
|
|
$
|
20,619
|
|
Total revenues
|
16,678
|
|
|
13,517
|
|
|
26,575
|
|
|
20,619
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of operations
|
2,110
|
|
|
1,759
|
|
|
4,332
|
|
|
3,025
|
|
||||
Selling, general and administrative
|
1,942
|
|
|
1,656
|
|
|
3,844
|
|
|
3,292
|
|
||||
Depreciation and accretion
|
6,892
|
|
|
5,388
|
|
|
13,655
|
|
|
10,014
|
|
||||
Acquisition-related transaction costs
|
18
|
|
|
829
|
|
|
31
|
|
|
1,662
|
|
||||
Total operating costs and expenses
|
10,962
|
|
|
9,632
|
|
|
21,862
|
|
|
17,993
|
|
||||
Operating income
|
5,716
|
|
|
3,885
|
|
|
4,713
|
|
|
2,626
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
5,874
|
|
|
3,051
|
|
|
11,369
|
|
|
5,924
|
|
||||
Interest income
|
(294
|
)
|
|
(328
|
)
|
|
(565
|
)
|
|
(613
|
)
|
||||
Other expense (income)
|
37
|
|
|
(334
|
)
|
|
(797
|
)
|
|
(260
|
)
|
||||
Total other expense, net
|
5,617
|
|
|
2,389
|
|
|
10,007
|
|
|
5,051
|
|
||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees
|
99
|
|
|
1,496
|
|
|
(5,294
|
)
|
|
(2,425
|
)
|
||||
Income tax provision
|
(2,315
|
)
|
|
(6,681
|
)
|
|
(2,848
|
)
|
|
(10,218
|
)
|
||||
Equity in earnings of unconsolidated investees
|
9,359
|
|
|
5,024
|
|
|
9,965
|
|
|
5,429
|
|
||||
Net income (loss)
|
7,143
|
|
|
(161
|
)
|
|
1,823
|
|
|
(7,214
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests
|
3,757
|
|
|
(10,183
|
)
|
|
(2,424
|
)
|
|
(22,544
|
)
|
||||
Net income attributable to 8point3 Energy Partners LP Class A shares
|
$
|
3,386
|
|
|
$
|
10,022
|
|
|
$
|
4,247
|
|
|
$
|
15,330
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Operating revenues
|
$
|
16,678
|
|
|
$
|
13,517
|
|
|
$
|
26,575
|
|
|
$
|
20,619
|
|
Total revenues
|
$
|
16,678
|
|
|
$
|
13,517
|
|
|
$
|
26,575
|
|
|
$
|
20,619
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Cost of operations
|
$
|
2,110
|
|
|
$
|
1,759
|
|
|
$
|
4,332
|
|
|
$
|
3,025
|
|
Selling, general and administrative
|
1,942
|
|
|
1,656
|
|
|
3,844
|
|
|
3,292
|
|
||||
Depreciation and accretion
|
6,892
|
|
|
5,388
|
|
|
13,655
|
|
|
10,014
|
|
||||
Acquisition-related transaction costs
|
18
|
|
|
829
|
|
|
31
|
|
|
1,662
|
|
||||
Total operating costs and expenses
|
$
|
10,962
|
|
|
$
|
9,632
|
|
|
$
|
21,862
|
|
|
$
|
17,993
|
|
Total operating costs and expenses as a percentage
of revenues |
65.7
|
%
|
|
71.3
|
%
|
|
82.3
|
%
|
|
87.3
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Interest expense
|
$
|
5,874
|
|
|
$
|
3,051
|
|
|
$
|
11,369
|
|
|
$
|
5,924
|
|
Interest income
|
(294
|
)
|
|
(328
|
)
|
|
(565
|
)
|
|
(613
|
)
|
||||
Other expense (income)
|
37
|
|
|
(334
|
)
|
|
(797
|
)
|
|
(260
|
)
|
||||
Total other expense, net
|
$
|
5,617
|
|
|
$
|
2,389
|
|
|
$
|
10,007
|
|
|
$
|
5,051
|
|
Total other expense, net as a percentage of revenues
|
33.7
|
%
|
|
17.7
|
%
|
|
37.7
|
%
|
|
24.5
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Income tax provision
|
$
|
2,315
|
|
|
$
|
6,681
|
|
|
$
|
2,848
|
|
|
$
|
10,218
|
|
Income tax provision as a percentage of revenues
|
13.9
|
%
|
|
49.4
|
%
|
|
10.7
|
%
|
|
49.6
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Equity in earnings of unconsolidated investees
|
$
|
9,359
|
|
|
$
|
5,024
|
|
|
$
|
9,965
|
|
|
$
|
5,429
|
|
Equity in earnings of unconsolidated investees as a percentage of revenues
|
56.1
|
%
|
|
37.2
|
%
|
|
37.5
|
%
|
|
26.3
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
|
May 31, 2017
|
|
May 31, 2016
|
||||||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests
|
$
|
3,757
|
|
|
$
|
(10,183
|
)
|
|
$
|
(2,424
|
)
|
|
$
|
(22,544
|
)
|
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests as a percentage of net revenues
|
22.5
|
%
|
|
(75.3
|
)%
|
|
(9.1
|
)%
|
|
(109.3
|
)%
|
|
Six Months Ended
|
||||||
|
(unaudited)
|
||||||
(in thousands)
|
May 31, 2017
|
|
May 31, 2016
|
||||
Net cash provided by operating activities
|
$
|
24,980
|
|
|
$
|
13,627
|
|
Net cash used in investing activities
|
(285,246
|
)
|
|
(115,638
|
)
|
||
Net cash provided by financing activities
|
256,638
|
|
|
65,225
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in thousands)
|
Total
|
|
2017 (remaining six months)
|
|
2018-2019
|
|
2020-2021
|
|
Beyond 2021
|
||||||||||
Land use commitments (1)
|
$
|
63,530
|
|
|
$
|
742
|
|
|
$
|
3,015
|
|
|
$
|
3,524
|
|
|
$
|
56,249
|
|
Term loan (2)
|
328,040
|
|
|
4,421
|
|
|
18,316
|
|
|
305,303
|
|
|
—
|
|
|||||
Incremental term loan (3)
|
273,660
|
|
|
3,869
|
|
|
15,435
|
|
|
254,356
|
|
|
—
|
|
|||||
Delayed draw term loan facility (4)
|
27,366
|
|
|
387
|
|
|
1,543
|
|
|
25,436
|
|
|
—
|
|
|||||
Revolving credit facility (4)
|
106,180
|
|
|
1,501
|
|
|
5,989
|
|
|
98,690
|
|
|
—
|
|
|||||
Stateline Promissory Note (5)
|
57,152
|
|
|
3,151
|
|
|
8,395
|
|
|
45,606
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
855,928
|
|
|
$
|
14,071
|
|
|
$
|
52,693
|
|
|
$
|
732,915
|
|
|
$
|
56,249
|
|
(1)
|
Land use commitments primarily relate to a non-cancellable operating lease for the Quinto Project and two operating leases for the Kingbird Project, and are equal to the minimum lease and easement payments to landowners for the right to use the land upon which solar power systems are located.
|
(2)
|
Includes $300.0 million of borrowings outstanding under the term loan facility entered into by OpCo on June 5, 2015 (in connection with our IPO) which will mature on or about June 5, 2020, at which point all amounts outstanding under the term loan facility will become due. From August 31, 2016 to August 31, 2018, which is the term of the interest rate swap, the interest payments are estimated based on the fixed swap interest rate of 0.85% plus the 2% margin for the notional amount of $250.0 million. From January 7, 2017 to August 31, 2018, which is the term of the interest rate swap, the interest payments are estimated based on the fixed swap interest rate of 1.16% plus the 2% margin for the notional amount of $40.0 million. The interest payments for the remaining $10.0 million notional amount through the maturity date, and the full amount outstanding thereafter, are estimated based on the floating cash interest rate of approximately
3.04%
per annum effective as of
May 31, 2017
.
|
(3)
|
Includes $250.0 million of borrowings outstanding under the incremental term loan facility entered into by OpCo on September 30, 2016 (in connection with the Joinder Agreement under its existing senior secured credit facility) which will mature on or about June 5, 2020, at which point all amounts outstanding under the incremental term loan facility will become due. The interest payments for the $250.0 million notional amount through the maturity date, and the full amount outstanding thereafter, are estimated based on the floating cash interest rate of approximately
3.04%
per annum effective as of
May 31, 2017
.
|
(4)
|
Includes $25.0 million of borrowings outstanding under the delayed draw term loan facility and
$97.0 million
of borrowings outstanding under the revolving credit facility entered into by OpCo on June 5, 2015, which will mature on or about June 5, 2020, at which point all amounts outstanding under the delayed draw term loan facility and the revolving credit facility will become due. The interest payments for the
$122.0 million
notional amount through the maturity date, and the full amount outstanding thereafter, are estimated based on the floating cash interest rate of approximately
3.04%
per annum effective as of
May 31, 2017
.
|
(5)
|
Includes $50.0 million of borrowings outstanding under the Stateline Promissory Note by OpCo to First Solar on December 1, 2016 which will mature on December 5, 2020. Interest payments are estimated based on a rate of
4.00%
per annum.
|
•
|
specified events beyond our control or the control of an offtake counterparty may temporarily or permanently excuse the offtake counterparty from its obligation to accept and pay for delivery of energy generated by a utility project. These events could include a system emergency, transmission failure or curtailment, adverse weather conditions or labor disputes;
|
•
|
the ability of our offtake counterparties to fulfill their contractual obligations to us depends on their creditworthiness. We are exposed to the credit risk of our offtake counterparties over an extended period of time due to the long-term nature of our offtake agreements with them. These customers could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of their creditworthiness when they have not yet paid for energy delivered, any of which could result in underpayment or nonpayment under such agreements; and
|
•
|
a default or failure by us to satisfy minimum energy delivery requirements or in mechanical availability levels under our offtake agreements could result in damage payments to the offtake counterparty or termination of the applicable offtake agreement.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Letter Agreement dated June 9, 2017, by and between 8point3 Operating Company, LLC and SunPower Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2017).
|
10.1
|
|
Amendment No. 7 to Amended and Restated Omnibus Agreement dated June 9, 2017, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2017).
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
|
|
8point3 Energy Partners LP
|
|
|
|
|
|
|
|
By:
|
8point3 General Partner, LLC
|
|
|
|
its general partner
|
|
|
|
|
Date:
|
June 29, 2017
|
By:
|
/s/ BRYAN SCHUMAKER
|
|
|
|
Bryan Schumaker
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Letter Agreement dated June 9, 2017, by and between 8point3 Operating Company, LLC and SunPower Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2017).
|
10.1
|
|
Amendment No. 7 to Amended and Restated Omnibus Agreement dated June 9, 2017, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2017).
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
1 Year 8POINT3 ENERGY PARTNERS LP Chart |
1 Month 8POINT3 ENERGY PARTNERS LP Chart |
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