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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pattern Energy Group Inc | NASDAQ:PEGI | 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% | 26.74 | 22.42 | 26.77 | 0 | 01:00:00 |
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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90-0893251
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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PART I. FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 6.
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||
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•
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our ability to complete acquisitions of power projects;
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•
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our ability to complete construction of our construction projects and transition them into financially successful operating projects;
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•
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fluctuations in supply, demand, prices and other conditions for electricity, other commodities and renewable energy credits (RECs);
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•
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our electricity generation, our projections thereof and factors affecting production, including wind and other conditions, other weather conditions, availability and curtailment;
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•
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changes in law, including applicable tax laws;
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•
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public response to and changes in the local, state, provincial and federal regulatory framework affecting renewable energy projects, including the U.S. federal production tax credit (PTC), investment tax credit (ITC) and potential reductions in Renewable Portfolio Standards (RPS) requirements;
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•
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the ability of our counterparties to satisfy their financial commitments or business obligations;
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•
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the availability of financing, including tax equity financing, for our power projects;
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•
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an increase in interest rates;
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•
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our substantial short-term and long-term indebtedness, including additional debt in the future;
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•
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competition from other power project developers;
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•
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development constraints, including the availability of interconnection and transmission;
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•
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potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;
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•
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our ability to operate our business efficiently, manage capital expenditures and costs effectively and generate cash flow;
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•
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our ability to retain and attract executive officers and key employees;
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•
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our ability to keep pace with and take advantage of new technologies;
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•
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the effects of litigation, including administrative and other proceedings or investigations, relating to our wind power projects under construction and those in operation;
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•
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conditions in energy markets as well as financial markets generally, which will be affected by interest rates, foreign currency exchange rate fluctuations and general economic conditions;
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•
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the effectiveness of our currency risk management program;
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•
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the effective life and cost of maintenance of our wind turbines and other equipment;
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•
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the increased costs of, and tariffs on, spare parts;
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•
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scarcity of necessary equipment;
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•
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negative public or community response to wind power projects;
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•
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the value of collateral in the event of liquidation; and
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•
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other factors discussed under “Risk Factors.”
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Pattern Energy Group Inc.
Consolidated Balance Sheets
(In thousands of U.S. Dollars, except share data)
(Unaudited)
|
|||||||
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (Note 6)
|
$
|
91,057
|
|
|
$
|
83,932
|
|
Restricted cash (Note 6)
|
7,150
|
|
|
11,793
|
|
||
Funds deposited by counterparty
|
33,530
|
|
|
43,635
|
|
||
Trade receivables (Note 6)
|
48,960
|
|
|
37,510
|
|
||
Derivative assets, current
|
18,824
|
|
|
17,578
|
|
||
Prepaid expenses (Note 6)
|
18,405
|
|
|
13,803
|
|
||
Deferred financing costs, current, net of accumulated amortization of $11,360 and $9,350 as of September 30, 2017 and December 31, 2016, respectively
|
2,514
|
|
|
2,456
|
|
||
Other current assets (Note 6)
|
19,058
|
|
|
7,350
|
|
||
Total current assets
|
239,498
|
|
|
218,057
|
|
||
Restricted cash (Note 6)
|
19,866
|
|
|
13,646
|
|
||
Property, plant and equipment, net (Note 6)
|
4,023,355
|
|
|
3,135,162
|
|
||
Unconsolidated investments
|
303,833
|
|
|
233,294
|
|
||
Derivative assets
|
14,865
|
|
|
26,712
|
|
||
Deferred financing costs
|
4,339
|
|
|
4,052
|
|
||
Net deferred tax assets
|
6,107
|
|
|
5,559
|
|
||
Finite-lived intangible assets, net (Note 6)
|
138,516
|
|
|
91,895
|
|
||
Other assets (Note 6)
|
22,649
|
|
|
24,390
|
|
||
Total assets
|
$
|
4,773,028
|
|
|
$
|
3,752,767
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other accrued liabilities (Note 6)
|
$
|
53,200
|
|
|
$
|
31,305
|
|
Accrued construction costs (Note 6)
|
2,765
|
|
|
1,098
|
|
||
Counterparty deposit liability
|
33,530
|
|
|
43,635
|
|
||
Accrued interest (Note 6)
|
7,043
|
|
|
9,545
|
|
||
Dividends payable
|
37,645
|
|
|
35,960
|
|
||
Derivative liabilities, current
|
12,095
|
|
|
11,918
|
|
||
Revolving credit facility
|
253,000
|
|
|
180,000
|
|
||
Current portion of long-term debt, net
|
58,213
|
|
|
48,716
|
|
||
Other current liabilities (Note 6)
|
13,133
|
|
|
4,698
|
|
||
Total current liabilities
|
470,624
|
|
|
366,875
|
|
||
Long-term debt, net
|
1,871,607
|
|
|
1,334,956
|
|
||
Derivative liabilities
|
21,979
|
|
|
24,521
|
|
||
Net deferred tax liabilities
|
50,573
|
|
|
31,759
|
|
||
Finite-lived intangible liability, net
|
52,062
|
|
|
54,663
|
|
||
Contingent liabilities
|
58,820
|
|
|
576
|
|
||
Other long-term liabilities (Note 6)
|
98,519
|
|
|
60,673
|
|
||
Total liabilities
|
2,624,184
|
|
|
1,874,023
|
|
||
Commitments and contingencies (Note 15)
|
|
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|
||
Equity:
|
|
|
|
||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 88,569,377 and 87,410,687 shares outstanding as of September 30, 2017 and December 31, 2016, respectively
|
886
|
|
|
875
|
|
||
Additional paid-in capital
|
1,062,252
|
|
|
1,145,760
|
|
||
Accumulated loss
|
(104,225
|
)
|
|
(94,270
|
)
|
||
Accumulated other comprehensive loss
|
(24,821
|
)
|
|
(62,367
|
)
|
||
Treasury stock, at cost; 115,146 and 110,964 shares of Class A common stock as of September 30, 2017 and December 31, 2016, respectively
|
(2,597
|
)
|
|
(2,500
|
)
|
||
Total equity before noncontrolling interest
|
931,495
|
|
|
987,498
|
|
||
Noncontrolling interest
|
1,217,349
|
|
|
891,246
|
|
||
Total equity
|
2,148,844
|
|
|
1,878,744
|
|
||
Total liabilities and equity
|
$
|
4,773,028
|
|
|
$
|
3,752,767
|
|
Pattern Energy Group Inc.
Consolidated Statements of Operations
(In thousands of U.S. Dollars, except share data)
(Unaudited)
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Electricity sales
|
$
|
89,807
|
|
|
$
|
89,919
|
|
|
$
|
293,977
|
|
|
$
|
266,952
|
|
Other revenue
|
2,223
|
|
|
1,995
|
|
|
6,646
|
|
|
6,039
|
|
||||
Total revenue
|
92,030
|
|
|
91,914
|
|
|
300,623
|
|
|
272,991
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Project expense
|
33,932
|
|
|
31,271
|
|
|
96,437
|
|
|
96,711
|
|
||||
Transmission costs
|
7,421
|
|
|
113
|
|
|
12,213
|
|
|
278
|
|
||||
Depreciation and accretion
|
52,379
|
|
|
43,693
|
|
|
144,637
|
|
|
130,782
|
|
||||
Total cost of revenue
|
93,732
|
|
|
75,077
|
|
|
253,287
|
|
|
227,771
|
|
||||
Gross profit (loss)
|
(1,702
|
)
|
|
16,837
|
|
|
47,336
|
|
|
45,220
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
General and administrative (Note 16)
|
9,068
|
|
|
9,598
|
|
|
31,969
|
|
|
27,425
|
|
||||
Related party general and administrative
|
3,587
|
|
|
3,553
|
|
|
10,589
|
|
|
7,381
|
|
||||
Total operating expenses
|
12,655
|
|
|
13,151
|
|
|
42,558
|
|
|
34,806
|
|
||||
Operating income (loss)
|
(14,357
|
)
|
|
3,686
|
|
|
4,778
|
|
|
10,414
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(27,147
|
)
|
|
(19,798
|
)
|
|
(74,541
|
)
|
|
(62,134
|
)
|
||||
Gain (loss) on undesignated derivatives, net
|
(4,081
|
)
|
|
1,825
|
|
|
(9,480
|
)
|
|
(17,685
|
)
|
||||
Realized loss on designated derivatives
|
(2,207
|
)
|
|
—
|
|
|
(2,207
|
)
|
|
—
|
|
||||
Earnings (loss) in unconsolidated investments, net
|
(3,964
|
)
|
|
4,685
|
|
|
27,431
|
|
|
15,755
|
|
||||
Net loss on transactions
|
(466
|
)
|
|
(314
|
)
|
|
(1,585
|
)
|
|
(353
|
)
|
||||
Other income, net
|
7
|
|
|
177
|
|
|
560
|
|
|
2,297
|
|
||||
Total other expense
|
(37,858
|
)
|
|
(13,425
|
)
|
|
(59,822
|
)
|
|
(62,120
|
)
|
||||
Net loss before income tax
|
(52,215
|
)
|
|
(9,739
|
)
|
|
(55,044
|
)
|
|
(51,706
|
)
|
||||
Tax (benefit) provision
|
(3,839
|
)
|
|
1,311
|
|
|
5,477
|
|
|
4,038
|
|
||||
Net loss
|
(48,376
|
)
|
|
(11,050
|
)
|
|
(60,521
|
)
|
|
(55,744
|
)
|
||||
Net loss attributable to noncontrolling interest
|
(18,548
|
)
|
|
(7,037
|
)
|
|
(50,566
|
)
|
|
(24,838
|
)
|
||||
Net loss attributable to Pattern Energy
|
$
|
(29,828
|
)
|
|
$
|
(4,013
|
)
|
|
$
|
(9,955
|
)
|
|
$
|
(30,906
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
87,370,979
|
|
|
81,531,775
|
|
|
87,146,465
|
|
|
76,821,811
|
|
||||
Loss per share attributable to Pattern Energy
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.34
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.40
|
)
|
Dividends declared per Class A common share
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
1.25
|
|
|
$
|
1.17
|
|
Pattern Energy Group Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands of U.S. Dollars)
(Unaudited)
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(48,376
|
)
|
|
$
|
(11,050
|
)
|
|
$
|
(60,521
|
)
|
|
$
|
(55,744
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation, net of tax provision of $3,656, zero, $3,656 and zero, respectively
|
8,230
|
|
|
(1,768
|
)
|
|
17,979
|
|
|
9,874
|
|
||||
Derivative activity:
|
|
|
|
|
|
|
|
||||||||
Effective portion of change in fair market value of derivatives, net of tax (provision) benefit of ($1,285), $198, ($1,344) and $4,300, respectively
|
1,920
|
|
|
(329
|
)
|
|
(2,498
|
)
|
|
(30,990
|
)
|
||||
Reclassifications to net loss due to termination of interest rate swaps, net of zero tax impact
|
2,207
|
|
|
—
|
|
|
2,207
|
|
|
—
|
|
||||
Other reclassifications to net loss, net of tax impact of $351, $284, $838 and $867, respectively
|
2,540
|
|
|
2,736
|
|
|
7,023
|
|
|
8,359
|
|
||||
Total change in effective portion of change in fair market value of derivatives
|
6,667
|
|
|
2,407
|
|
|
6,732
|
|
|
(22,631
|
)
|
||||
Proportionate share of equity investee’s derivative activity:
|
|
|
|
|
|
|
|
||||||||
Effective portion of change in fair market value of derivatives, net of tax (provision) benefit of ($2,075), $244, ($2,360) and $4,213, respectively
|
5,756
|
|
|
(676
|
)
|
|
6,546
|
|
|
(11,684
|
)
|
||||
Reclassifications to net loss, net of tax impact of $672, $70, $2,333 and $992, respectively
|
1,863
|
|
|
195
|
|
|
6,471
|
|
|
2,752
|
|
||||
Total change in effective portion of change in fair market value of derivatives
|
7,619
|
|
|
(481
|
)
|
|
13,017
|
|
|
(8,932
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
22,516
|
|
|
158
|
|
|
37,728
|
|
|
(21,689
|
)
|
||||
Comprehensive loss
|
(25,860
|
)
|
|
(10,892
|
)
|
|
(22,793
|
)
|
|
(77,433
|
)
|
||||
Less comprehensive loss attributable to noncontrolling interest:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to noncontrolling interest
|
(18,548
|
)
|
|
(7,037
|
)
|
|
(50,566
|
)
|
|
(24,838
|
)
|
||||
Foreign currency translation, net of zero tax impact
|
(718
|
)
|
|
—
|
|
|
(718
|
)
|
|
—
|
|
||||
Derivative activity:
|
|
|
|
|
|
|
|
||||||||
Effective portion of change in fair market value of derivatives, net of tax (provision) benefit of ($267), ($35), ($166) and $472, respectively
|
763
|
|
|
164
|
|
|
489
|
|
|
(1,206
|
)
|
||||
Reclassifications to net loss, net of tax impact of $86, $39, $148 and $126, respectively
|
244
|
|
|
106
|
|
|
411
|
|
|
341
|
|
||||
Total change in effective portion of change in fair market value of derivatives
|
1,007
|
|
|
270
|
|
|
900
|
|
|
(865
|
)
|
||||
Comprehensive loss attributable to noncontrolling interest
|
(18,259
|
)
|
|
(6,767
|
)
|
|
(50,384
|
)
|
|
(25,703
|
)
|
||||
Comprehensive (loss) income attributable to Pattern Energy
|
$
|
(7,601
|
)
|
|
$
|
(4,125
|
)
|
|
$
|
27,591
|
|
|
$
|
(51,730
|
)
|
Pattern Energy Group Inc.
Consolidated Statements of Stockholders’ Equity (In thousands of U.S. Dollars, except share data) (Unaudited) |
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Loss
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balances at December 31, 2015
|
74,709,442
|
|
|
$
|
747
|
|
|
(65,301
|
)
|
|
$
|
(1,577
|
)
|
|
$
|
982,814
|
|
|
$
|
(77,159
|
)
|
|
$
|
(73,325
|
)
|
|
$
|
831,500
|
|
|
$
|
944,262
|
|
|
$
|
1,775,762
|
|
|
Issuance of Class A common stock, net of issuance costs
|
12,540,504
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
286,115
|
|
|
—
|
|
|
—
|
|
|
286,240
|
|
|
—
|
|
|
286,240
|
|
|||||||||
Issuance of Class A common stock under equity incentive award plan
|
287,904
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchase of shares for employee tax withholding
|
—
|
|
|
—
|
|
|
(3,043
|
)
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,362
|
|
|
—
|
|
|
—
|
|
|
4,362
|
|
|
—
|
|
|
4,362
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,818
|
)
|
|
—
|
|
|
—
|
|
|
(92,818
|
)
|
|
—
|
|
|
(92,818
|
)
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,771
|
)
|
|
(11,771
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
(103
|
)
|
|
(61
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,906
|
)
|
|
—
|
|
|
(30,906
|
)
|
|
(24,838
|
)
|
|
(55,744
|
)
|
|||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,824
|
)
|
|
(20,824
|
)
|
|
(865
|
)
|
|
(21,689
|
)
|
|||||||||
Balances at September 30, 2016
|
87,537,850
|
|
|
$
|
875
|
|
|
(68,344
|
)
|
|
$
|
(1,641
|
)
|
|
$
|
1,180,512
|
|
|
$
|
(108,065
|
)
|
|
$
|
(94,149
|
)
|
|
$
|
977,532
|
|
|
$
|
906,685
|
|
|
$
|
1,884,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balances at December 31, 2016
|
87,521,651
|
|
|
$
|
875
|
|
|
(110,964
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
1,145,760
|
|
|
$
|
(94,270
|
)
|
|
$
|
(62,367
|
)
|
|
$
|
987,498
|
|
|
$
|
891,246
|
|
|
$
|
1,878,744
|
|
|
Issuance of Class A common stock, net of issuance costs
|
931,561
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
22,500
|
|
|
—
|
|
|
—
|
|
|
22,509
|
|
|
—
|
|
|
22,509
|
|
|||||||||
Issuance of Class A common stock under equity incentive award plan
|
231,311
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchase of shares for employee tax withholding
|
—
|
|
|
—
|
|
|
(4,182
|
)
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,085
|
|
|
—
|
|
|
—
|
|
|
4,085
|
|
|
—
|
|
|
4,085
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,168
|
)
|
|
—
|
|
|
—
|
|
|
(110,168
|
)
|
|
—
|
|
|
(110,168
|
)
|
|||||||||
Acquisition of Broadview Project and Meikle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390,389
|
|
—
|
|
390,389
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,701
|
)
|
|
(13,701
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(201
|
)
|
|
(124
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,955
|
)
|
|
—
|
|
|
(9,955
|
)
|
|
(50,566
|
)
|
|
(60,521
|
)
|
|||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,546
|
|
|
37,546
|
|
|
182
|
|
|
37,728
|
|
|||||||||
Balances at September 30, 2017
|
88,684,523
|
|
|
$
|
886
|
|
|
(115,146
|
)
|
|
$
|
(2,597
|
)
|
|
$
|
1,062,252
|
|
|
$
|
(104,225
|
)
|
|
$
|
(24,821
|
)
|
|
$
|
931,495
|
|
|
$
|
1,217,349
|
|
|
$
|
2,148,844
|
|
Pattern Energy Group Inc.
Consolidated Statements of Cash Flows
(In thousands of U.S. Dollars)
(Unaudited)
|
|||||||
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(60,521
|
)
|
|
$
|
(55,744
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and accretion
|
144,637
|
|
|
130,782
|
|
||
Amortization of financing costs
|
5,879
|
|
|
5,242
|
|
||
Amortization of debt discount/premium, net
|
3,379
|
|
|
3,147
|
|
||
Amortization of power purchase agreements, net
|
2,435
|
|
|
2,278
|
|
||
Loss on derivatives, net
|
15,662
|
|
|
29,757
|
|
||
Realized loss on derivatives, net
|
2,207
|
|
|
—
|
|
||
Stock-based compensation
|
4,085
|
|
|
4,362
|
|
||
Deferred taxes
|
9,133
|
|
|
3,681
|
|
||
Intraperiod tax allocation
|
(3,656
|
)
|
|
—
|
|
||
Earnings in unconsolidated investments, net
|
(27,431
|
)
|
|
(15,755
|
)
|
||
Distributions from unconsolidated investments
|
43,093
|
|
|
377
|
|
||
Other reconciling items
|
(2,047
|
)
|
|
44
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Funds deposited by counterparty
|
10,105
|
|
|
(46,643
|
)
|
||
Trade receivables
|
(2,861
|
)
|
|
6,078
|
|
||
Prepaid expenses
|
(3,187
|
)
|
|
(1,005
|
)
|
||
Other current assets
|
(9,790
|
)
|
|
(3,709
|
)
|
||
Other assets (non-current)
|
2,457
|
|
|
865
|
|
||
Accounts payable and other accrued liabilities
|
16,389
|
|
|
(2,658
|
)
|
||
Counterparty deposit liability
|
(10,105
|
)
|
|
46,643
|
|
||
Accrued interest
|
(3,884
|
)
|
|
(6,017
|
)
|
||
Other current liabilities
|
8,040
|
|
|
811
|
|
||
Long-term liabilities
|
14,569
|
|
|
4,952
|
|
||
Contingent liabilities
|
742
|
|
|
(117
|
)
|
||
Net cash provided by operating activities
|
159,330
|
|
|
107,371
|
|
||
Investing activities
|
|
|
|
||||
Cash paid for acquisitions, net of cash and restricted cash acquired
|
(289,329
|
)
|
|
(4,024
|
)
|
||
Capital expenditures
|
(44,295
|
)
|
|
(31,554
|
)
|
||
Distributions from unconsolidated investments
|
11,211
|
|
|
40,066
|
|
||
Other assets
|
7,607
|
|
|
1,619
|
|
||
Other investing activities
|
—
|
|
|
(136
|
)
|
||
Net cash provided by (used in) investing activities
|
(314,806
|
)
|
|
5,971
|
|
Pattern Energy Group Inc.
Consolidated Statements of Cash Flows
(In thousands of U.S. Dollars)
(Unaudited)
|
|||||||
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Financing activities
|
|
|
|
||||
Proceeds from public offering, net of issuance costs
|
$
|
22,431
|
|
|
$
|
286,583
|
|
Dividends paid
|
(107,943
|
)
|
|
(85,159
|
)
|
||
Capital distributions - noncontrolling interest
|
(13,701
|
)
|
|
(11,771
|
)
|
||
Payment for deferred financing costs
|
(7,763
|
)
|
|
(134
|
)
|
||
Proceeds from revolving credit facility
|
323,000
|
|
|
20,000
|
|
||
Repayment of revolving credit facility
|
(250,000
|
)
|
|
(340,000
|
)
|
||
Proceeds from debt
|
404,395
|
|
|
—
|
|
||
Repayment of debt
|
(192,109
|
)
|
|
(39,322
|
)
|
||
Payment for interest rate swaps
|
(14,372
|
)
|
|
—
|
|
||
Other financing activities
|
(3,712
|
)
|
|
(634
|
)
|
||
Net cash provided by (used in) financing activities
|
160,226
|
|
|
(170,437
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
3,952
|
|
|
1,750
|
|
||
Net change in cash, cash equivalents and restricted cash
|
8,702
|
|
|
(55,345
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
109,371
|
|
|
146,292
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
118,073
|
|
|
$
|
90,947
|
|
Supplemental disclosures
|
|
|
|
||||
Cash payments for income taxes
|
$
|
335
|
|
|
$
|
233
|
|
Cash payments for interest expense
|
$
|
70,100
|
|
|
$
|
59,172
|
|
Schedule of non-cash activities
|
|
|
|
|
|
||
Change in property, plant and equipment
|
$
|
619
|
|
|
$
|
6,132
|
|
•
|
Pattern US Operations Holdings LLC (which consists primarily of
100%
ownership of Hatchet Ridge Wind, LLC (Hatchet Ridge), Spring Valley Wind LLC (Spring Valley), Pattern Santa Isabel LLC (Santa Isabel), Ocotillo Express LLC (Ocotillo), Pattern Gulf Wind LLC (Gulf Wind) and Lost Creek Wind, LLC (Lost Creek), as well as the following consolidated controlling interest in Panhandle Wind LLC (Panhandle 1), Panhandle Wind 2 LLC (Panhandle 2), Post Rock Wind Power Project, LLC (Post Rock), Logan's Gap Wind LLC (Logan's Gap), Fowler Ridge IV Wind Farm LLC (Amazon Wind Farm Fowler Ridge), and Broadview Project Finco Pledgor (Broadview Project) (which consists primarily of Broadview Energy KW, LLC and Broadview Energy JN, LLC (together, Broadview) and Western Interconnect transmission line (Western Interconnect)));
|
•
|
Pattern Canada Operations Holdings ULC (which consists primarily of
100%
ownership of St. Joseph Windfarm Inc. (St. Joseph), a consolidated controlling interest in Meikle Wind Energy Limited Partnership (Meikle) and noncontrolling interests in South Kent Wind LP (South Kent), Grand Renewable Wind LP (Grand), K2 Wind Ontario Limited Partnership (K2), and SP Armow Wind Ontario LP (Armow) which are accounted for as unconsolidated investments); and
|
•
|
Pattern Chile Holdings LLC (which includes a controlling interest in Parque Eólico El Arrayán SpA (El Arrayán) and a controlling interest in Don Goyo Transmisi
ó
n S.A. (Don Goyo), a transmission asset of El Arrayán).
|
|
|
September 30, 2017
|
|
December 31,
2016 |
|
September 30,
2016 |
December 31,
2015 |
||||||||
Cash and cash equivalents
|
|
$
|
91,057
|
|
|
$
|
83,932
|
|
|
$
|
65,733
|
|
$
|
94,808
|
|
Restricted cash - current
|
|
7,150
|
|
|
11,793
|
|
|
11,562
|
|
14,609
|
|
||||
Restricted cash
|
|
19,866
|
|
|
13,646
|
|
|
13,652
|
|
36,875
|
|
||||
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
|
$
|
118,073
|
|
|
$
|
109,371
|
|
|
$
|
90,947
|
|
$
|
146,292
|
|
|
|
April 21, 2017
|
||
Cash and cash equivalents
|
|
$
|
3,022
|
|
Trade receivables
|
|
3,259
|
|
|
Prepaid expenses
|
|
187
|
|
|
Other current assets
|
|
9,830
|
|
|
Restricted cash
|
|
44,383
|
|
|
Deferred financing costs, net
|
|
1,890
|
|
|
Property, plant and equipment
|
|
627,648
|
|
|
Intangible assets
|
|
22,346
|
|
|
Accounts payable and other accrued liabilities
|
|
(2,956
|
)
|
|
Accrued interest
|
|
(108
|
)
|
|
Long-term debt, current portion
|
|
(51,053
|
)
|
|
Accrued construction costs
|
|
(38,960
|
)
|
|
Related party payable
|
|
(674
|
)
|
|
Contingent liability
|
|
(36,205
|
)
|
|
Asset retirement obligation
|
|
(6,296
|
)
|
|
Other long-term liabilities
|
|
(12,350
|
)
|
|
Total consideration before non-controlling interest
|
|
563,963
|
|
|
Less: noncontrolling interests
|
|
(325,600
|
)
|
|
Total consideration
|
|
$
|
238,363
|
|
|
August 10, 2017
|
||
Cash and cash equivalents
|
$
|
3,865
|
|
Trade receivables
|
5,432
|
|
|
Prepaid expenses
|
1,194
|
|
|
Deferred financing costs, current
|
36
|
|
|
Other current assets
|
432
|
|
|
Restricted cash
|
6,808
|
|
|
Deferred financing costs
|
726
|
|
|
Property, plant and equipment
|
375,717
|
|
|
Finite lived intangible asset
|
29,287
|
|
|
Other assets
|
80
|
|
|
Accounts payable and other accrued liabilities
|
(4,676
|
)
|
|
Accrued construction costs
|
(1,762
|
)
|
|
Related party payable
|
(96
|
)
|
|
Accrued interest
|
(1,180
|
)
|
|
Derivative liabilities, current
|
(1,980
|
)
|
|
Current portion of long-term debt
|
(7,291
|
)
|
|
Long-term debt, net
|
(258,303
|
)
|
|
Derivative liabilities, noncurrent
|
(13,198
|
)
|
|
Other long-term liabilities
|
(1,816
|
)
|
|
Total consideration before non-controlling interest
|
133,275
|
|
|
Less: noncontrolling interests
|
(64,789
|
)
|
|
Total consideration
|
$
|
68,486
|
|
Unaudited pro forma data (in thousands)
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
||||
Pro forma total revenue
|
|
$
|
94,820
|
|
|
$
|
312,116
|
|
Pro forma total expenses
|
|
(144,170
|
)
|
|
(376,980
|
)
|
||
Pro forma net loss
|
|
(49,350
|
)
|
|
(64,864
|
)
|
||
Less: pro forma net loss attributable to noncontrolling interest
|
|
(19,025
|
)
|
|
(52,694
|
)
|
||
Pro forma net loss attributable to Pattern Energy
|
|
$
|
(30,325
|
)
|
|
$
|
(12,170
|
)
|
Unaudited data (in thousands)
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
||||
Total revenue
|
|
$
|
16,556
|
|
|
$
|
25,357
|
|
Total expenses
|
|
(22,859
|
)
|
|
(35,856
|
)
|
||
Net loss
|
|
(6,303
|
)
|
|
(10,499
|
)
|
||
Less: net loss attributable to noncontrolling interest
|
|
(7,019
|
)
|
|
(11,274
|
)
|
||
Net income attributable to Pattern Energy
|
|
$
|
716
|
|
|
$
|
775
|
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Operating wind farms
|
$
|
4,740,532
|
|
|
$
|
3,707,823
|
|
Furniture, fixtures and equipment
|
12,631
|
|
|
9,307
|
|
||
Land
|
141
|
|
|
141
|
|
||
Subtotal
|
4,753,304
|
|
|
3,717,271
|
|
||
Less: accumulated depreciation
|
(729,949
|
)
|
|
(582,109
|
)
|
||
Property, plant and equipment, net
|
$
|
4,023,355
|
|
|
$
|
3,135,162
|
|
|
|
September 30, 2017
|
||||||||||||
|
|
Weighted Average Remaining Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||
Intangible assets
|
|
|
|
|
|
|
|
|
||||||
Power purchase agreement
|
|
16
|
|
$
|
127,330
|
|
|
$
|
(15,668
|
)
|
|
$
|
111,662
|
|
Industrial revenue bond tax savings
|
|
25
|
|
12,778
|
|
|
(223
|
)
|
|
12,555
|
|
|||
Other intangible assets
|
|
34
|
|
15,234
|
|
|
(935
|
)
|
|
14,299
|
|
|||
Total intangible assets
|
|
|
|
$
|
155,342
|
|
|
$
|
(16,826
|
)
|
|
$
|
138,516
|
|
Intangible liability
|
|
|
|
|
|
|
|
|
||||||
Power purchase agreement
|
|
15
|
|
$
|
60,300
|
|
|
$
|
(8,238
|
)
|
|
$
|
52,062
|
|
|
||||||||||||||
|
|
December 31, 2016
|
||||||||||||
|
|
Weighted Average Remaining Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||
Intangible assets
|
|
|
|
|
|
|
|
|
||||||
Power purchase agreement
|
|
13
|
|
$
|
97,400
|
|
|
$
|
(10,632
|
)
|
|
$
|
86,768
|
|
Other intangible assets
|
|
15
|
|
5,666
|
|
|
(539
|
)
|
|
5,127
|
|
|||
Total intangible assets
|
|
|
|
$
|
103,066
|
|
|
$
|
(11,171
|
)
|
|
$
|
91,895
|
|
Intangible liability
|
|
|
|
|
|
|
|
|
||||||
Power purchase agreement
|
|
16
|
|
$
|
60,300
|
|
|
$
|
(5,637
|
)
|
|
$
|
54,663
|
|
Year ended December 31,
|
|
Power purchase agreements, net
|
|
Industrial revenue bond tax savings
|
|
Other intangible assets
|
||||||
2017 (remainder)
|
|
$
|
1,079
|
|
|
$
|
128
|
|
|
$
|
152
|
|
2018
|
|
4,253
|
|
|
513
|
|
|
605
|
|
|||
2019
|
|
4,253
|
|
|
513
|
|
|
605
|
|
|||
2020
|
|
4,274
|
|
|
513
|
|
|
605
|
|
|||
2021
|
|
4,253
|
|
|
513
|
|
|
605
|
|
|||
Thereafter
|
|
41,488
|
|
|
10,375
|
|
|
11,727
|
|
|
September 30, 2017
|
|
December 31, 2016
(1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,442
|
|
|
$
|
12,745
|
|
Restricted cash
|
4,305
|
|
|
4,291
|
|
||
Trade receivables
|
8,694
|
|
|
6,290
|
|
||
Prepaid expenses
|
4,964
|
|
|
4,468
|
|
||
Other current assets
|
4,274
|
|
|
1,456
|
|
||
Total current assets
|
48,679
|
|
|
29,250
|
|
||
|
|
|
|
||||
Restricted cash
|
3,517
|
|
|
3,203
|
|
||
Property, plant and equipment, net
|
2,008,700
|
|
|
1,538,793
|
|
||
Finite-lived intangible assets, net
|
12,364
|
|
|
2,070
|
|
||
Other assets
|
13,499
|
|
|
13,622
|
|
||
Total assets
|
$
|
2,086,759
|
|
|
$
|
1,586,938
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
$
|
24,754
|
|
|
12,635
|
|
|
Accrued construction costs
|
1,560
|
|
|
709
|
|
||
Accrued interest
|
80
|
|
|
77
|
|
||
Other current liabilities
|
4,084
|
|
|
2,090
|
|
||
Total current liabilities
|
30,478
|
|
|
15,511
|
|
||
|
|
|
|
||||
Finite-lived intangible liability, net
|
52,062
|
|
|
54,663
|
|
||
Other long-term liabilities
|
40,505
|
|
|
20,081
|
|
||
Total liabilities
|
$
|
123,045
|
|
|
$
|
90,255
|
|
(1)
|
Does not include Broadview Holdings as it was acquired in April 2017.
|
|
|
|
|
|
Percentage of Ownership
|
||||||||
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
South Kent
|
$
|
3,732
|
|
|
$
|
1,537
|
|
|
50.0
|
%
|
|
50.0
|
%
|
Grand
|
5,758
|
|
|
3,459
|
|
|
45.0
|
%
|
|
45.0
|
%
|
||
K2
|
102,019
|
|
|
97,051
|
|
|
33.3
|
%
|
|
33.3
|
%
|
||
Armow
|
133,063
|
|
|
131,247
|
|
|
50.0
|
%
|
|
50.0
|
%
|
||
PEGH 2
|
59,261
|
|
|
—
|
|
|
20.2
|
%
|
|
NA
|
|
||
Unconsolidated investments
|
$
|
303,833
|
|
|
$
|
233,294
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
(1)
|
|
2017
|
|
2016
(1)
|
||||||||
Revenue
|
$
|
45,008
|
|
|
$
|
40,863
|
|
|
$
|
228,111
|
|
|
$
|
167,426
|
|
Cost of revenue
|
31,550
|
|
|
23,768
|
|
|
89,288
|
|
|
69,367
|
|
||||
Operating expenses
|
11,030
|
|
|
459
|
|
|
12,663
|
|
|
1,928
|
|
||||
Other expense
|
12,062
|
|
|
21,553
|
|
|
50,038
|
|
|
89,820
|
|
||||
Net income (loss)
|
$
|
(9,634
|
)
|
|
$
|
(4,917
|
)
|
|
$
|
76,122
|
|
|
$
|
6,311
|
|
(1)
|
Results for the three and nine months ended September 30, 2016 do not include Armow, which was acquired in October 2016 and PEGH 2, which was acquired in July 2017.
|
|
|
|
|
|
As of September 30, 2017
|
||||||||||
|
September 30, 2017
|
|
December 31, 2016
|
|
Contractual Interest Rate
|
|
Effective Interest Rate
|
|
|
||||||
|
|
|
|
|
Maturity
|
||||||||||
Corporate-level
|
|
|
|
|
|
|
|
|
|
||||||
Revolving Credit Facility
|
$
|
253,000
|
|
|
$
|
180,000
|
|
|
varies
|
|
(1)
|
4.23
|
%
|
(1)
|
December 2018
|
2020 Notes
|
225,000
|
|
|
225,000
|
|
|
4.00
|
%
|
|
6.60
|
%
|
|
July 2020
|
||
2024 Notes
|
350,000
|
|
|
—
|
|
|
5.88
|
%
|
|
5.88
|
%
|
|
February 2024
|
||
Project-level
|
|
|
|
|
|
|
|
|
|
||||||
Fixed interest rate
|
|
|
|
|
|
|
|
|
|
||||||
El Arrayán EKF term loan
|
99,112
|
|
|
103,904
|
|
|
5.56
|
%
|
|
5.56
|
%
|
|
March 2029
|
||
Santa Isabel term loan
|
104,540
|
|
|
107,090
|
|
|
4.57
|
%
|
|
4.57
|
%
|
|
September 2033
|
||
Variable interest rate
|
|
|
|
|
|
|
|
|
|
||||||
Ocotillo commercial term loan
(2)
|
179,298
|
|
|
193,257
|
|
|
3.33
|
%
|
|
4.09
|
%
|
(3)
|
August 2020
|
||
Lost Creek term loan
(4)
|
—
|
|
|
103,846
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
||
El Arrayán commercial term loan
|
90,102
|
|
|
94,458
|
|
|
4.25
|
%
|
|
5.72
|
%
|
(3)
|
March 2029
|
||
Spring Valley term loan
|
127,392
|
|
|
130,658
|
|
|
3.09
|
%
|
|
5.19
|
%
|
(3)
|
June 2030
|
||
Ocotillo development term loan
|
101,200
|
|
|
102,300
|
|
|
3.43
|
%
|
|
4.44
|
%
|
(3)
|
August 2033
|
||
St. Joseph term loan
(2)
|
174,413
|
|
|
162,356
|
|
|
3.04
|
%
|
|
3.89
|
%
|
(3)
|
November 2033
|
||
Western Interconnect term loan
(2)
|
54,395
|
|
|
—
|
|
|
3.34
|
%
|
|
4.23
|
%
|
(3)
|
April 2027
|
||
Meikle term loan
(2)
|
271,042
|
|
|
—
|
|
|
2.92
|
%
|
|
3.89
|
%
|
(3)
|
May 2024
|
||
Imputed interest rate
|
|
|
|
|
|
|
|
|
|
||||||
Hatchet Ridge financing lease obligation
|
196,363
|
|
|
202,593
|
|
|
1.43
|
%
|
|
1.43
|
%
|
|
December 2032
|
||
|
2,225,857
|
|
|
1,605,462
|
|
|
|
|
|
|
|
||||
Unamortized premium/discount, net
(4)
|
(14,673
|
)
|
|
(17,019
|
)
|
|
|
|
|
|
|
||||
Unamortized financing costs
|
(28,364
|
)
|
|
(24,771
|
)
|
|
|
|
|
|
|
||||
Total debt, net
|
$
|
2,182,820
|
|
|
1,563,672
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
As reflected on the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
||||||
Revolving credit facility
|
$
|
253,000
|
|
|
$
|
180,000
|
|
|
|
|
|
|
|
||
Current portion of long-term debt, net of financing costs
|
58,213
|
|
|
48,716
|
|
|
|
|
|
|
|
||||
Long term debt, net of financing costs
|
1,871,607
|
|
|
1,334,956
|
|
|
|
|
|
|
|
||||
Total debt, net
|
$
|
2,182,820
|
|
|
$
|
1,563,672
|
|
|
|
|
|
|
|
(1)
|
Refer to Revolving Credit Facility for interest rate details.
|
(2)
|
The amortization for the Ocotillo commercial term loan, the St. Joseph term loan, the Western Interconnect term loan and the Meikle term loan are through June 2030, September 2036, March 2036 and December 2038, respectively, which differs from the stated maturity date of such loans due to prepayment requirements.
|
(3)
|
Includes impact of interest rate swaps. See Note
10
,
Derivative Instruments
, for discussion of interest rate swaps.
|
(4)
|
The discount relates to the 2020 Notes and the premium relates to the Lost Creek term loan as of December 31, 2016, as the Lost Creek term loan was terminated in September 2017.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Corporate-level interest and commitment fees incurred
|
$
|
9,215
|
|
|
$
|
4,200
|
|
|
$
|
24,827
|
|
|
$
|
14,205
|
|
Project-level interest and commitment fees incurred
(1)
|
14,635
|
|
|
12,611
|
|
|
40,103
|
|
|
39,055
|
|
||||
Amortization of debt discount/premium, net
|
1,153
|
|
|
1,073
|
|
|
3,379
|
|
|
3,147
|
|
||||
Amortization of financing costs
|
2,028
|
|
|
1,745
|
|
|
5,879
|
|
|
5,242
|
|
||||
Other interest
|
116
|
|
|
169
|
|
|
353
|
|
|
485
|
|
||||
Interest expense
|
$
|
27,147
|
|
|
$
|
19,798
|
|
|
$
|
74,541
|
|
|
$
|
62,134
|
|
(1)
|
Includes reclassification of realized gains (losses) on derivative instruments that qualifies as cash flow hedges from accumulated OCI into interest expense and the ineffective portion of the instruments.
|
|
September 30, 2017
|
|
December 31,
2016 |
||||
Principal
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Less:
|
|
|
|
||||
Unamortized debt discount
|
(14,673
|
)
|
|
(18,196
|
)
|
||
Unamortized financing costs
|
(3,072
|
)
|
|
(3,894
|
)
|
||
Carrying value of convertible senior notes
|
$
|
207,255
|
|
|
$
|
202,910
|
|
Carrying value of the equity component
(1)
|
$
|
23,743
|
|
|
$
|
23,743
|
|
(1)
|
Included in the consolidated balance sheets as additional paid-in capital, net of
$0.7 million
in equity issuance costs.
|
|
|
Nine months ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Beginning asset retirement obligations
|
|
$
|
44,783
|
|
|
$
|
42,197
|
|
Net additions during the period
(1)
|
|
8,112
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
|
233
|
|
|
120
|
|
||
Accretion expense
|
|
2,130
|
|
|
1,892
|
|
||
Ending asset retirement obligations
|
|
$
|
55,258
|
|
|
$
|
44,209
|
|
|
|
September 30, 2017
|
||||||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
(1)
|
||||||||||||
|
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
Fair Value of Designated Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
2,044
|
|
|
$
|
6,490
|
|
|
$
|
18,014
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Undesignated Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
863
|
|
|
$
|
2,005
|
|
|
$
|
2,970
|
|
Energy derivative
|
|
18,824
|
|
|
11,958
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
—
|
|
|
—
|
|
|
3,600
|
|
|
995
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total Fair Value
|
|
$
|
18,824
|
|
|
$
|
14,865
|
|
|
$
|
12,095
|
|
|
$
|
21,979
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2016
|
||||||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
Fair Value of Designated Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
8,289
|
|
|
$
|
21,058
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Undesignated Derivatives
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
1,788
|
|
|
$
|
3,238
|
|
|
$
|
3,463
|
|
Energy derivative
|
|
16,209
|
|
|
24,707
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
1,369
|
|
|
177
|
|
|
391
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total Fair Value
|
|
$
|
17,578
|
|
|
$
|
26,712
|
|
|
$
|
11,918
|
|
|
$
|
24,521
|
|
(1)
|
Inclusive of Western Interconnect interest rate swaps which are effective as of June 30, 2017 and Meikle interest rate swaps which are effective as of August 10, 2017.
|
|
|
Unit of Measure
|
|
September 30,
|
|
December 31,
|
||||
|
|
|
2017
|
|
2016
|
|||||
Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Interest rate swaps
(1)
|
|
USD
|
|
$
|
337,531
|
|
|
$
|
365,443
|
|
Interest rate swaps
|
|
CAD
|
|
$
|
740,375
|
|
|
$
|
196,425
|
|
|
|
|
|
|
|
|
||||
Undesignated Derivative Instruments
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
USD
|
|
$
|
225,884
|
|
|
$
|
257,389
|
|
Energy derivative
|
|
MWh
|
|
818,168
|
|
|
1,201,691
|
|
||
Foreign currency forward contracts
|
|
CAD
|
|
$
|
120,500
|
|
|
$
|
95,800
|
|
(1)
|
Inclusive of Western Interconnect interest rate swaps which are effective as of June 30, 2017 and Meikle interest rate swaps which are effective as of August 10, 2017.
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
Description
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gains (losses) recognized in accumulated OCI
|
|
Effective portion of change in fair value
|
|
$
|
3,205
|
|
|
$
|
(527
|
)
|
|
$
|
(1,154
|
)
|
|
$
|
(35,290
|
)
|
Gains (losses) reclassified from accumulated OCI into:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
Derivative settlements
|
|
$
|
(2,891
|
)
|
|
$
|
(3,020
|
)
|
|
$
|
(7,861
|
)
|
|
$
|
(9,226
|
)
|
Realized loss on designated derivatives
|
|
Termination of derivatives
|
|
$
|
(2,207
|
)
|
|
$
|
—
|
|
|
$
|
(2,207
|
)
|
|
$
|
—
|
|
Interest expense
|
|
Ineffective portion
|
|
$
|
329
|
|
|
$
|
365
|
|
|
$
|
252
|
|
|
$
|
(147
|
)
|
|
|
Financial Statement Line Item
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Derivative Type
|
|
|
Description
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Interest rate swaps
|
|
Gain (loss) on undesignated derivatives, net
|
|
Change in fair value, net of settlements
|
|
$
|
358
|
|
|
$
|
2,305
|
|
|
$
|
(29
|
)
|
|
$
|
(10,513
|
)
|
Interest rate swaps
|
|
Gain (loss) on undesignated derivatives, net
|
|
Derivative settlements
|
|
$
|
(494
|
)
|
|
$
|
(1,272
|
)
|
|
$
|
(2,327
|
)
|
|
$
|
(3,878
|
)
|
Energy derivative
|
|
Electricity sales
|
|
Change in fair value, net of settlements
|
|
$
|
(3,113
|
)
|
|
$
|
(818
|
)
|
|
$
|
(10,134
|
)
|
|
$
|
(14,970
|
)
|
Energy derivative
|
|
Electricity sales
|
|
Derivative settlements
|
|
$
|
3,196
|
|
|
$
|
3,144
|
|
|
$
|
14,278
|
|
|
$
|
16,629
|
|
Foreign currency forward contracts
|
|
Gain (loss) on undesignated derivatives, net
|
|
Change in fair value, net of settlements
|
|
$
|
(2,904
|
)
|
|
$
|
487
|
|
|
$
|
(5,749
|
)
|
|
$
|
(4,128
|
)
|
Foreign currency forward contracts
|
|
Gain (loss) on undesignated derivatives, net
|
|
Derivative settlements
|
|
$
|
(1,041
|
)
|
|
$
|
305
|
|
|
$
|
(1,375
|
)
|
|
$
|
834
|
|
|
Foreign Currency
|
|
Effective Portion of Change in Fair Value of Derivatives
|
|
Proportionate Share of Equity Investee’s OCI
|
|
Total
|
||||||||
Balances at December 31, 2015
|
$
|
(48,285
|
)
|
|
$
|
(13,462
|
)
|
|
$
|
(12,131
|
)
|
|
$
|
(73,878
|
)
|
Other comprehensive income (loss) before reclassifications
|
9,874
|
|
|
(30,990
|
)
|
|
(11,684
|
)
|
|
(32,800
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
8,359
|
|
|
2,752
|
|
|
11,111
|
|
||||
Net current period other comprehensive income (loss)
|
9,874
|
|
|
(22,631
|
)
|
|
(8,932
|
)
|
|
(21,689
|
)
|
||||
Balances at September 30, 2016
|
$
|
(38,411
|
)
|
|
$
|
(36,093
|
)
|
|
$
|
(21,063
|
)
|
|
$
|
(95,567
|
)
|
Less: accumulated other comprehensive loss attributable to noncontrolling interest, September 30, 2016
|
—
|
|
|
(1,418
|
)
|
|
—
|
|
|
(1,418
|
)
|
||||
Accumulated other comprehensive loss attributable to Pattern Energy, September 30, 2016
|
$
|
(38,411
|
)
|
|
$
|
(34,675
|
)
|
|
$
|
(21,063
|
)
|
|
$
|
(94,149
|
)
|
|
Foreign Currency
|
|
Effective Portion of Change in Fair Value of Derivatives
|
|
Proportionate Share of Equity Investee’s OCI
|
|
Total
|
||||||||
Balances at December 31, 2016
|
$
|
(43,500
|
)
|
|
$
|
(12,751
|
)
|
|
$
|
(6,498
|
)
|
|
$
|
(62,749
|
)
|
Other comprehensive income (loss) before reclassifications
|
17,979
|
|
|
(2,498
|
)
|
|
6,546
|
|
|
22,027
|
|
||||
Amounts reclassified from accumulated other comprehensive loss due to termination of interest rate swaps
|
—
|
|
|
2,207
|
|
|
—
|
|
|
2,207
|
|
||||
Other amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
7,023
|
|
|
6,471
|
|
|
13,494
|
|
||||
Net current period other comprehensive income
|
17,979
|
|
|
6,732
|
|
|
13,017
|
|
|
37,728
|
|
||||
Balances at September 30, 2017
|
$
|
(25,521
|
)
|
|
$
|
(6,019
|
)
|
|
$
|
6,519
|
|
|
$
|
(25,021
|
)
|
Less: accumulated other comprehensive loss attributable to noncontrolling interest, September 30, 2017
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
||||
Accumulated other comprehensive loss attributable to Pattern Energy, September 30, 2017
|
$
|
(25,521
|
)
|
|
$
|
(5,819
|
)
|
|
$
|
6,519
|
|
|
$
|
(24,821
|
)
|
|
September 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
2,907
|
|
|
$
|
—
|
|
|
$
|
2,907
|
|
Energy derivative
|
—
|
|
|
—
|
|
|
30,782
|
|
|
30,782
|
|
||||
|
$
|
—
|
|
|
$
|
2,907
|
|
|
$
|
30,782
|
|
|
$
|
33,689
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
29,479
|
|
|
$
|
—
|
|
|
$
|
29,479
|
|
Foreign currency forward contracts
|
—
|
|
|
4,595
|
|
|
—
|
|
|
4,595
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
21,505
|
|
|
21,505
|
|
||||
|
$
|
—
|
|
|
$
|
34,074
|
|
|
$
|
21,505
|
|
|
$
|
55,579
|
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,828
|
|
|
$
|
—
|
|
|
$
|
1,828
|
|
Energy derivative
|
—
|
|
|
—
|
|
|
40,916
|
|
|
40,916
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
1,546
|
|
|
—
|
|
|
1,546
|
|
||||
|
$
|
—
|
|
|
$
|
3,374
|
|
|
$
|
40,916
|
|
|
$
|
44,290
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
36,048
|
|
|
$
|
—
|
|
|
$
|
36,048
|
|
Foreign currency forward contracts
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
||||
|
$
|
—
|
|
|
$
|
36,439
|
|
|
$
|
—
|
|
|
$
|
36,439
|
|
September 30, 2017
|
|
Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Range
|
Energy derivative
|
|
$30,782
|
|
Discounted cash flow
|
|
Forward electricity prices
|
|
$14.72 - $67.91
(1)
|
|
|
|
|
|
|
Discount rate
|
|
1.33% - 1.67%
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$21,505
|
|
Discounted cash flow
|
|
Discount rate
|
|
4.0% - 8.0%
|
|
|
|
|
|
|
Annual energy production loss
|
|
1%
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Range
|
Energy derivative
|
|
$40,916
|
|
Discounted cash flow
|
|
Forward electricity prices
|
|
$15.83 - $81.76
(1)
|
|
|
|
|
|
|
Discount rate
|
|
1.00% - 1.52%
|
(1)
|
Represents price per MWh.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Energy Derivative
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balances, beginning of period
|
|
$
|
33,895
|
|
|
$
|
49,531
|
|
|
$
|
40,916
|
|
|
$
|
63,683
|
|
Total gain (loss) included in electricity sales
|
|
83
|
|
|
2,326
|
|
|
4,144
|
|
|
1,659
|
|
||||
Settlements
|
|
(3,196
|
)
|
|
(3,144
|
)
|
|
(14,278
|
)
|
|
(16,629
|
)
|
||||
Balances, end of period
|
|
$
|
30,782
|
|
|
$
|
48,713
|
|
|
$
|
30,782
|
|
|
$
|
48,713
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
Contingent Consideration Liability
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Balances, beginning of period
|
|
$
|
21,502
|
|
|
N/A
|
|
$
|
—
|
|
|
N/A
|
Purchase
|
|
—
|
|
|
N/A
|
|
21,284
|
|
|
N/A
|
||
Total loss included in other income, net
|
|
3
|
|
|
N/A
|
|
221
|
|
|
N/A
|
||
Settlement
|
|
—
|
|
|
N/A
|
|
—
|
|
|
N/A
|
||
Balances, end of period
|
|
$
|
21,505
|
|
|
N/A
|
|
$
|
21,505
|
|
|
N/A
|
|
|
|
Fair Value
|
||||||||||||||||
|
As reflected on the balance sheet
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
$
|
2,182,820
|
|
|
$
|
—
|
|
|
$
|
2,187,346
|
|
|
$
|
—
|
|
|
$
|
2,187,346
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
$
|
1,383,672
|
|
|
$
|
—
|
|
|
$
|
1,382,038
|
|
|
$
|
—
|
|
|
$
|
1,382,038
|
|
|
Dividends
Per Share
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
||
2017:
|
|
|
|
|
|
|
|
||
Third Quarter
|
$
|
0.4200
|
|
|
August 3, 2017
|
|
September 29, 2017
|
|
October 31, 2017
|
Second Quarter
|
$
|
0.4180
|
|
|
May 4, 2017
|
|
June 30, 2017
|
|
July 31, 2017
|
First Quarter
|
$
|
0.4138
|
|
|
February 24, 2017
|
|
March 31, 2017
|
|
April 28, 2017
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
El Arrayán
|
$
|
31,476
|
|
|
$
|
32,237
|
|
Logan's Gap
|
171,882
|
|
|
180,092
|
|
||
Panhandle 1
|
178,471
|
|
|
190,415
|
|
||
Panhandle 2
|
155,989
|
|
|
170,139
|
|
||
Post Rock
|
165,572
|
|
|
178,676
|
|
||
Amazon Wind Farm Fowler Ridge
|
135,176
|
|
|
139,687
|
|
||
Broadview Project
|
313,275
|
|
|
—
|
|
||
Meikle
|
65,508
|
|
|
—
|
|
||
Noncontrolling interest
|
$
|
1,217,349
|
|
|
$
|
891,246
|
|
|
Capital
|
|
Accumulated Loss
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interest
|
||||||||||
Balances at December 31, 2015
|
$
|
972,241
|
|
|
$
|
(27,426
|
)
|
|
$
|
(553
|
)
|
|
$
|
944,262
|
|
||
Distributions to noncontrolling interests
|
(11,771
|
)
|
|
—
|
|
|
—
|
|
|
(11,771
|
)
|
||||||
Other
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
||||||
Net loss
|
—
|
|
|
(24,838
|
)
|
|
—
|
|
|
(24,838
|
)
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
(865
|
)
|
|
(865
|
)
|
||||||
Balances at September 30, 2016
|
$
|
960,367
|
|
|
$
|
(52,264
|
)
|
|
$
|
(1,418
|
)
|
|
$
|
906,685
|
|
||
|
|
|
|
|
|
|
|
||||||||||
Balances at December 31, 2016
|
$
|
954,242
|
|
|
$
|
(62,614
|
)
|
|
$
|
(382
|
)
|
|
$
|
891,246
|
|
||
Acquisition of Broadview Project and Meikle
|
390,389
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
390,389
|
|
||||
Distributions to noncontrolling interests
|
(13,701
|
)
|
|
—
|
|
|
—
|
|
|
(13,701
|
)
|
||||||
Other
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
||||||
Net loss
|
—
|
|
|
(50,566
|
)
|
|
—
|
|
|
(50,566
|
)
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
182
|
|
|
182
|
|
||||||
Balances at September 30, 2017
|
$
|
1,330,729
|
|
|
$
|
(113,180
|
)
|
|
$
|
(200
|
)
|
|
$
|
1,217,349
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator for basic and diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Pattern Energy
|
$
|
(29,828
|
)
|
|
$
|
(4,013
|
)
|
|
$
|
(9,955
|
)
|
|
$
|
(30,906
|
)
|
Less: loss allocated to participating securities
|
(29
|
)
|
|
(16
|
)
|
|
(74
|
)
|
|
(36
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(29,857
|
)
|
|
$
|
(4,029
|
)
|
|
$
|
(10,029
|
)
|
|
$
|
(30,942
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator for loss per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares:
|
|
|
|
|
|
|
|
||||||||
Class A common stock - basic
|
87,370,979
|
|
|
81,531,775
|
|
|
87,146,465
|
|
|
76,821,811
|
|
||||
Class A common stock - diluted
|
87,370,979
|
|
|
81,531,775
|
|
|
87,146,465
|
|
|
76,821,811
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss per share:
|
|
|
|
|
|
|
|
||||||||
Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.34
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.40
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per Class A common share
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
1.25
|
|
|
$
|
1.17
|
|
|
Remainder of 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Transmission service agreements
(1)
|
$
|
6,723
|
|
|
$
|
23,600
|
|
|
$
|
23,600
|
|
|
$
|
23,600
|
|
|
$
|
23,600
|
|
|
$
|
543,246
|
|
|
$
|
644,369
|
|
Payments in lieu of taxes
|
121
|
|
|
481
|
|
|
476
|
|
|
412
|
|
|
406
|
|
|
9,635
|
|
|
11,531
|
|
|||||||
Operating leases
|
55
|
|
|
1,504
|
|
|
1,956
|
|
|
1,957
|
|
|
1,958
|
|
|
57,982
|
|
|
65,412
|
|
|||||||
Service and maintenance agreements
|
2,728
|
|
|
10,999
|
|
|
5,866
|
|
|
4,208
|
|
|
4,292
|
|
|
365
|
|
|
28,458
|
|
|||||||
Other
|
270
|
|
|
701
|
|
|
714
|
|
|
498
|
|
|
430
|
|
|
3,536
|
|
|
6,149
|
|
|||||||
Total commitments
|
$
|
9,897
|
|
|
$
|
37,285
|
|
|
$
|
32,612
|
|
|
$
|
30,675
|
|
|
$
|
30,686
|
|
|
$
|
614,764
|
|
|
$
|
755,919
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Other current assets:
|
|
|
|
||||
Amounts due from Pattern Development 1.0
|
$
|
6.1
|
|
|
$
|
0.4
|
|
Amounts due from Pattern Development 2.0
|
0.9
|
|
|
0.2
|
|
||
Amounts due from unconsolidated investments
|
0.5
|
|
|
0.5
|
|
||
Total due from related parties
|
$
|
7.5
|
|
|
$
|
1.1
|
|
|
|
|
|
||||
Other current liabilities:
|
|
|
|
||||
Amounts due to Pattern Development 1.0
|
$
|
11.3
|
|
|
$
|
1.3
|
|
Total due to related parties
|
$
|
11.3
|
|
|
$
|
1.3
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Related Party Agreement
|
|
Financial Statement Line Item
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Management fees
|
|
Other revenue
|
$
|
1,883
|
|
|
$
|
1,574
|
|
|
$
|
5,887
|
|
|
$
|
4,121
|
|
MSA reimbursement
|
|
General and administrative
|
$
|
2,194
|
|
|
$
|
1,593
|
|
|
$
|
6,083
|
|
|
$
|
3,697
|
|
MSA costs
|
|
Related party general and administrative expense
|
$
|
(3,587
|
)
|
|
$
|
(3,553
|
)
|
|
$
|
(10,589
|
)
|
|
$
|
(7,381
|
)
|
Acquisitions from Pattern Development 2.0
|
|
Date of Acquisition
|
|
Cash Consideration
|
|
Debt Assumed
|
|
Contingent Consideration
|
||
PEGH 2 Investment
|
|
July 27, 2017
|
|
$
|
60.0
|
|
|
N/A
|
|
N/A
|
Acquisitions from Pattern Development 1.0
|
|
Date of Acquisition
|
|
Cash Consideration
|
|
Debt Assumed
|
|
Contingent Consideration
|
||||||
Broadview Project
|
|
April 21, 2017
|
|
$
|
214.7
|
|
|
$
|
51.2
|
|
|
$
|
21.3
|
|
Meikle
|
|
August 10, 2017
|
|
$
|
67.4
|
|
|
265.6
|
|
|
N/A
|
|
•
|
Recent Developments
|
•
|
Key Metrics
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
◦
|
Sources of Liquidity
|
◦
|
Uses of Liquidity
|
•
|
Critical Accounting Policies and Estimates
|
•
|
We agreed to an initial investment of $60 million in Pattern Development 2.0 for an approximately 20% initial ownership, with a right, but not the obligation, to participate in subsequent capital calls for a total commitment of up to $300 million. If this right is exercised for all future capital calls, this would increase our ownership to approximately 29%. We funded such initial capital call on July 27, 2017.
|
•
|
We entered into a Joint Venture Agreement with PSP pursuant to which PSP will have the right to co-invest up to an aggregate amount of approximately $500 million in projects acquired by us under our Right of First Offer (ROFO) with the Pattern Development Companies, including investments in Meikle, MSM and Panhandle 2.
|
•
|
We committed to acquire a 51% interest in Meikle, a 179 MW wind power project from Pattern Development 1.0, as discussed above. We also committed to acquire from Pattern Development 1.0 a 51% interest in MSM, a 143MW wind power project, for approximately $40 million. The acquisition of Meikle was completed in August 2017.
|
•
|
We have agreed to sell 49% of the Class B membership interest in the 182 MW Panhandle 2 project to PSP for $59 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacity (MW)
|
||
Identified
ROFO Projects |
|
Status
|
|
Location
|
|
Construction
Start (1) |
|
Commercial
Operations (2) |
|
Contract
Type |
|
Rated
(3)
|
|
Pattern
Development- Owned (4) |
Pattern Development 1.0 Projects
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Otsuki Wind
|
|
Operational
|
|
Japan
|
|
n/a
|
|
2006
|
|
PPA
|
|
12
|
|
12
|
Kanagi Solar
|
|
Operational
|
|
Japan
|
|
2014
|
|
2016
|
|
PPA
|
|
10
|
|
10
|
Futtsu Solar
|
|
Operational
|
|
Japan
|
|
2014
|
|
2016
|
|
PPA
|
|
31
|
|
31
|
Conejo Solar
(5)
|
|
Operational
|
|
Chile
|
|
2015
|
|
2016
|
|
PPA
|
|
104
|
|
104
|
El Cabo
|
|
In construction
|
|
New Mexico
|
|
2016
|
|
2017
|
|
PPA
|
|
298
|
|
125
|
Belle River
|
|
In construction
|
|
Ontario
|
|
2016
|
|
2017
|
|
PPA
|
|
100
|
|
43
|
Ohorayama
|
|
In construction
|
|
Japan
|
|
2016
|
|
2018
|
|
PPA
|
|
33
|
|
33
|
North Kent
|
|
In construction
|
|
Ontario
|
|
2017
|
|
2018
|
|
PPA
|
|
100
|
|
35
|
Henvey Inlet
|
|
Late stage development
|
|
Ontario
|
|
2017
|
|
2019
|
|
PPA
|
|
300
|
|
150
|
Tsugaru
|
|
Late stage development
|
|
Japan
|
|
2017
|
|
2020
|
|
PPA
|
|
122
|
|
122
|
Sumita
|
|
Late stage development
|
|
Japan
|
|
2019
|
|
2021
|
|
PPA
|
|
100
|
|
62
|
Pattern Development 2.0 Projects
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Stillwater Big Sky
|
|
Late stage development
|
|
Montana
|
|
2017
|
|
2018
|
|
PPA
|
|
79
|
|
67
|
Crazy Mountain
|
|
Late stage development
|
|
Montana
|
|
2017
|
|
2019
|
|
PPA
|
|
80
|
|
68
|
Grady
|
|
Late stage development
|
|
New Mexico
|
|
2018
|
|
2019
|
|
PPA
|
|
220
|
|
188
|
Ishikari
|
|
Late stage development
|
|
Japan
|
|
2019
|
|
2022
|
|
PPA
|
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
1,689
|
|
1,150
|
(1)
|
Represents year of actual or anticipated commencement of construction.
|
(2)
|
Represents year of actual or anticipated commencement of commercial operations.
|
(3)
|
Rated capacity represents the maximum electricity generating capacity of a project in MW. As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity. The amount of electricity generated may vary based on a variety of factors.
|
(4)
|
Pattern Development-Owned capacity represents the maximum, or rated, electricity generating capacity of the project in MW multiplied by Pattern Development 1.0's or Pattern Development 2.0's percentage ownership interest in the distributable cash flow of the project.
|
(5)
|
From time to time, we conduct strategic reviews of our markets. We have been conducting a strategic review of the market, growth, and opportunities in Chile. In the event we believe we can utilize funds that have already been invested in Chile or funds that might otherwise be invested in Chile in a more productive manner elsewhere that could generate a higher return on investment, we may decide to exit Chile for other opportunities with greater potential. In addition, Pattern Development 1.0 is also concurrently exploring strategic alternatives for its assets in Chile.
|
•
|
Adjusted EBITDA
|
•
|
does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated investments or the cash requirements necessary to service interest or principal payments on the debt borne by our unconsolidated investments;
|
•
|
does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our unconsolidated investments;
|
•
|
does not reflect depreciation, amortization and accretion which are non-cash charges; or our proportional interest in depreciation, amortization and accretion of our unconsolidated investments. The assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
|
•
|
does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our proportional interest in the mark-to-market adjustments at our unconsolidated investments.
|
•
|
We do not have control, nor have any legal claim to the portion of the unconsolidated investees' revenues and expenses allocable to our joint venture partners. As we do not control, but do exercise significant influence, we account for the unconsolidated investments in accordance with the equity method of accounting. Net earnings from these investments are reflected within our consolidated statements of operations in "Earnings in unconsolidated investments, net." Adjustments related to our proportionate share from unconsolidated investments include only our proportionate amounts of interest expense, income taxes, depreciation, amortization and accretion, and mark-to-market adjustments included in "Earnings in unconsolidated investments, net;" and
|
•
|
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net cash provided by operating activities
(1)
|
$
|
2,147
|
|
|
$
|
37,395
|
|
|
$
|
159,330
|
|
|
$
|
107,371
|
|
Changes in operating assets and liabilities
|
25,481
|
|
|
(4,513
|
)
|
|
(22,475
|
)
|
|
800
|
|
||||
Network upgrade reimbursement
|
346
|
|
|
—
|
|
|
8,936
|
|
|
—
|
|
||||
Release of restricted cash to fund project and general and administrative costs
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
||||
Operations and maintenance capital expenditures
|
(254
|
)
|
|
(133
|
)
|
|
(517
|
)
|
|
(879
|
)
|
||||
Distributions from unconsolidated investments
|
2,821
|
|
|
8,292
|
|
|
11,211
|
|
|
40,066
|
|
||||
Other
|
598
|
|
|
(195
|
)
|
|
1,974
|
|
|
(130
|
)
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Distributions to noncontrolling interests
|
(4,537
|
)
|
|
(3,584
|
)
|
|
(13,701
|
)
|
|
(11,771
|
)
|
||||
Principal payments paid from operating cash flows
|
(17,140
|
)
|
|
(17,060
|
)
|
|
(40,911
|
)
|
|
(39,322
|
)
|
||||
Cash available for distribution
|
$
|
9,462
|
|
|
$
|
20,202
|
|
|
$
|
103,847
|
|
|
$
|
96,725
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(48,376
|
)
|
|
$
|
(11,050
|
)
|
|
$
|
(60,521
|
)
|
|
$
|
(55,744
|
)
|
Plus:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of interest income
|
26,710
|
|
|
19,583
|
|
|
73,009
|
|
|
60,906
|
|
||||
Tax (benefit) provision
|
(3,839
|
)
|
|
1,311
|
|
|
5,477
|
|
|
4,038
|
|
||||
Depreciation, amortization and accretion
|
56,650
|
|
|
45,755
|
|
|
156,629
|
|
|
136,974
|
|
||||
EBITDA
|
31,145
|
|
|
55,599
|
|
|
174,594
|
|
|
146,174
|
|
||||
Unrealized loss on energy derivative
(1)
|
3,113
|
|
|
818
|
|
|
10,134
|
|
|
14,970
|
|
||||
Gain (loss) on undesignated derivatives, net
|
4,081
|
|
|
(1,825
|
)
|
|
9,480
|
|
|
17,685
|
|
||||
Realized loss on derivatives
|
2,207
|
|
|
—
|
|
|
2,207
|
|
|
—
|
|
||||
Net loss on transactions
|
466
|
|
|
314
|
|
|
1,585
|
|
|
353
|
|
||||
Adjustments from unconsolidated investments
(2)
|
—
|
|
|
(8,439
|
)
|
|
—
|
|
|
(19,573
|
)
|
||||
Plus
, proportionate share from unconsolidated investments:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of interest income
|
10,270
|
|
|
7,634
|
|
|
29,108
|
|
|
22,778
|
|
||||
Depreciation, amortization and accretion
|
9,361
|
|
|
6,660
|
|
|
26,390
|
|
|
19,624
|
|
||||
(Gain) loss on undesignated derivatives, net
|
(5,908
|
)
|
|
1,544
|
|
|
(8,696
|
)
|
|
17,015
|
|
||||
Adjusted EBITDA
|
$
|
54,735
|
|
|
$
|
62,305
|
|
|
$
|
244,802
|
|
|
$
|
219,026
|
|
(1)
|
Amount is included in electricity sales on the consolidated statements of operations.
|
(2)
|
See Note
7
.
Unconsolidated Investments
in the Notes to Consolidated Financial Statements in this Form 10-Q, for further discussion.
|
•
|
Consolidated MWh sold for any period presented, represents 100% of MWh sold by wholly-owned and partially-owned subsidiaries in which we have a controlling interest and are consolidated in our consolidated financial statements;
|
•
|
Noncontrolling interest MWh represents that portion of partially-owned subsidiaries not attributable to us;
|
•
|
Controlling interest in consolidated MWh is the difference between the consolidated MWh sold and the noncontrolling interest MWh;
|
•
|
Unconsolidated investments proportional MWh is our proportion in MWh sold from our equity method investments;
|
•
|
Proportional MWh sold for any period presented, represents the sum of the controlling interest and our percentage interest in our unconsolidated investments; and
|
•
|
Average realized electricity price for each of consolidated MWh sold, unconsolidated investments proportional MWh sold and proportional MWh sold represents (i) total revenue from electricity sales for each of the respective MWh sold, discussed above, excluding unrealized gains and losses on our energy derivative and the amortization of finite-lived intangible assets and liabilities, divided by (ii) the respective MWh sold.
|
|
|
Three months ended September 30,
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
|
||||||||||||||||||
MWh sold
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
||||||||||||||
Consolidated MWh sold
|
|
1,598,899
|
|
|
1,526,221
|
|
|
72,678
|
|
|
4.8
|
%
|
|
5,587,484
|
|
|
5,055,723
|
|
|
531,761
|
|
|
10.5
|
%
|
||||||
Less: noncontrolling MWh
|
|
(241,152
|
)
|
|
(200,122
|
)
|
|
(41,030
|
)
|
|
20.5
|
%
|
|
(781,880
|
)
|
|
(689,026
|
)
|
|
(92,854
|
)
|
|
13.5
|
%
|
||||||
Controlling interest in consolidated MWh
|
|
1,357,747
|
|
|
1,326,099
|
|
|
31,648
|
|
|
2.4
|
%
|
|
4,805,604
|
|
|
4,366,697
|
|
|
438,907
|
|
|
10.1
|
%
|
||||||
Unconsolidated investments proportional MWh
|
|
156,250
|
|
|
146,201
|
|
|
10,049
|
|
|
6.9
|
%
|
|
858,178
|
|
|
621,924
|
|
|
236,254
|
|
|
38.0
|
%
|
||||||
Proportional MWh sold
|
|
1,513,997
|
|
|
1,472,300
|
|
|
41,697
|
|
|
2.8
|
%
|
|
5,663,782
|
|
|
4,988,621
|
|
|
675,161
|
|
|
13.5
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average realized electricity price per MWh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated average realized electricity price per MWh
|
|
$
|
58
|
|
|
$
|
60
|
|
|
$
|
(2
|
)
|
|
(3.3
|
)%
|
|
$
|
54
|
|
|
$
|
56
|
|
|
$
|
(2
|
)
|
|
(3.6
|
)%
|
Unconsolidated investments proportional average realized electricity price per MWh
|
|
$
|
126
|
|
|
$
|
116
|
|
|
$
|
10
|
|
|
8.6
|
%
|
|
$
|
116
|
|
|
$
|
112
|
|
|
$
|
4
|
|
|
3.6
|
%
|
Proportional average realized electricity price per MWh
|
|
$
|
66
|
|
|
$
|
68
|
|
|
$
|
(2
|
)
|
|
(2.9
|
)%
|
|
$
|
66
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
—
|
%
|
•
|
a
31,648
MWh increase in controlling interest in consolidated MWh primarily due to our acquisitions in 2017 partially offset by unfavorable wind and availability; and
|
•
|
a
10,049
MWh increase from unconsolidated investments due primarily to the acquisition of Armow in the fourth quarter of 2016 partially offset by unfavorable wind conditions in the current period compared to the same period in 2016.
|
•
|
a
438,907
MWh increase in controlling interest in consolidated MWh primarily due to our acquisitions in 2017 and favorable wind conditions partially offset by lower availability; and
|
•
|
a
236,254
MWh increase from unconsolidated investments primarily due to the acquisition of Armow in the fourth quarter of 2016 and favorable wind conditions in the current period compared to the same period in 2016.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Revenue
|
$
|
92,030
|
|
|
$
|
91,914
|
|
|
$
|
116
|
|
|
0.1
|
%
|
|
$
|
300,623
|
|
|
$
|
272,991
|
|
|
$
|
27,632
|
|
|
10.1
|
%
|
Total cost of revenue
|
93,732
|
|
|
75,077
|
|
|
18,655
|
|
|
24.8
|
%
|
|
253,287
|
|
|
227,771
|
|
|
25,516
|
|
|
11.2
|
%
|
||||||
Total operating expenses
|
12,655
|
|
|
13,151
|
|
|
(496
|
)
|
|
(3.8
|
)%
|
|
42,558
|
|
|
34,806
|
|
|
7,752
|
|
|
22.3
|
%
|
||||||
Total other expense
|
37,858
|
|
|
13,425
|
|
|
24,433
|
|
|
182.0
|
%
|
|
59,822
|
|
|
62,120
|
|
|
(2,298
|
)
|
|
(3.7
|
)%
|
||||||
Net loss before income tax
|
(52,215
|
)
|
|
(9,739
|
)
|
|
(42,476
|
)
|
|
436.1
|
%
|
|
(55,044
|
)
|
|
(51,706
|
)
|
|
(3,338
|
)
|
|
6.5
|
%
|
||||||
Tax (benefit) provision
|
(3,839
|
)
|
|
1,311
|
|
|
(5,150
|
)
|
|
(392.8
|
)%
|
|
5,477
|
|
|
4,038
|
|
|
1,439
|
|
|
35.6
|
%
|
||||||
Net loss
|
(48,376
|
)
|
|
(11,050
|
)
|
|
(37,326
|
)
|
|
337.8
|
%
|
|
(60,521
|
)
|
|
(55,744
|
)
|
|
(4,777
|
)
|
|
8.6
|
%
|
||||||
Net loss attributable to noncontrolling interest
|
(18,548
|
)
|
|
(7,037
|
)
|
|
(11,511
|
)
|
|
163.6
|
%
|
|
(50,566
|
)
|
|
(24,838
|
)
|
|
(25,728
|
)
|
|
103.6
|
%
|
||||||
Net loss attributable to Pattern Energy
|
$
|
(29,828
|
)
|
|
$
|
(4,013
|
)
|
|
$
|
(25,815
|
)
|
|
643.3
|
%
|
|
$
|
(9,955
|
)
|
|
$
|
(30,906
|
)
|
|
$
|
20,951
|
|
|
(67.8
|
)%
|
•
|
a $16.5 million increase in electricity sales primarily due to volume increases as a result of our acquisitions in 2017.
|
•
|
a decrease of $11.6 million due to unfavorable wind condition and availability;
|
•
|
a decrease of $3.0 million in electricity sales driven by lower floating prices to sell and higher floating prices to purchase electricity at delivery points under power sales agreements in our Texas markets and other regional market price fluctuations; and
|
•
|
a $2.3 million increase in unrealized loss on energy derivative due to an increase in the forward gas price curves when compared to the prior period.
|
•
|
a $31.0 million increase in electricity sales primarily due to volume increases as a result of our acquisitions in 2017 and an increase in PPA contractual volume for Amazon Wind Farm Fowler Ridge;
|
•
|
a $5.3 million net increase in electricity sales due to favorable wind conditions offset by lower availability; and
|
•
|
a $4.8 million decrease in unrealized losses primarily due to a larger decrease in the change in the forward gas price curves when compared to the prior period.
|
•
|
an
$8.6 million
decrease in earnings in unconsolidated investments, net primarily due to gains recognized in 2016 as a result of the 2016 suspension of equity method accounting for certain of our unconsolidated investments with decreased project income primarily due to unrealized losses on undesignated derivatives;
|
•
|
a
$7.3 million
increase in interest expense primarily due to the issuance of the Unsecured Senior Notes in January 2017 and debt associated with our acquisitions in 2017;
|
•
|
a $5.9 million increase in loss on undesignated derivatives, net primarily due to losses from foreign currency hedges; and
|
•
|
a
$2.2 million
increase in realized loss due to the termination of the interest rate swaps at Lost Creek.
|
•
|
a
$11.7 million
increase in earnings in unconsolidated investments, net primarily due to unrealized gains on undesignated derivatives, the acquisition of Armow in the fourth quarter 2016, increased wind production partially offset by gains recognized in 2016 as a result of the 2016 suspension of equity method accounting for certain of our unconsolidated investments; and
|
•
|
an
$8.2 million
decrease in loss on undesignated derivatives, net primarily due to higher LIBOR curve in the current period compared to the same period in the prior year; partially offset by:
|
•
|
a
$12.4 million
increase in interest expense primarily due to the issuance of the Unsecured Senior Notes in January 2017 and debt associated with our acquisitions in 2017;
|
•
|
a $2.3 million increase in transaction costs and accretion expense primarily related to the acquisition of the Broadview Project; and
|
•
|
a
$2.2 million
increase in realized loss due to the termination of the interest rate swaps at Lost Creek.
|
•
|
a
$18.7 million
increase in cost of revenues due to our acquisitions in 2017; and
|
•
|
a
$24.4 million
increase in other expense primarily related to a decrease in earnings in unconsolidated investments, net, an increase in interest expense, an increase in loss on undesignated derivatives, and an increase in realized loss on derivatives.
|
•
|
a
$25.5 million
increase in cost of revenues due to our acquisitions in 2017;
|
•
|
a
$7.8 million
increase in operating expenses; and
|
•
|
a
$1.4 million
increase in tax provision.
|
|
|
September 30, 2017
|
||
Unrestricted cash
|
|
$
|
91.1
|
|
Restricted cash
|
|
27.0
|
|
|
Revolving credit facility availability
(1)
|
|
210.7
|
|
|
Project facilities:
|
|
|
||
Post construction use
|
|
137.4
|
|
|
Total available liquidity
|
|
$
|
466.2
|
|
(1)
|
As of
November 6, 2017
, the amount available on the Revolving Credit Facility is $401.7 million.
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
159.3
|
|
|
$
|
107.4
|
|
Net cash provided by (used in) investing activities
|
(314.8
|
)
|
|
6.0
|
|
||
Net cash provided by (used in) financing activities
|
160.2
|
|
|
(170.4
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
4.0
|
|
|
1.8
|
|
||
Net change in cash, cash equivalents and restricted cash
|
$
|
8.7
|
|
|
$
|
(55.3
|
)
|
•
|
$350.0 million in proceeds from the issuance of the Unsecured Senior Notes as discussed previously;
|
•
|
$377.4 million in proceeds from other long-term debt and the Revolving Credit Facility; and
|
•
|
$22.4 million in proceeds from issuances under our at-the-market equity program.
|
•
|
$250.0 million
in repayments of the Revolving Credit Facility;
|
•
|
$107.9 million
of dividend payments;
|
•
|
$192.1 million
in repayments and termination of long-term debt;
|
•
|
$7.8 million
in payments for deferred financing costs primarily associated with the issuance of the Unsecured Senior Notes;
|
•
|
$14.4 million in payments for the termination of interest rate swaps at Lost Creek; and
|
•
|
$13.7 million
in distributions to noncontrolling interests.
|
•
|
$85.2 million
of dividend payments;
|
•
|
$11.8 million
in distributions to noncontrolling interests;
|
•
|
$39.3 million
in repayments of debt; and
|
•
|
$340.0 million
in repayment of the Revolving Credit Facility.
|
•
|
$286.6 million
of net proceeds from equity issuances, net of expenses; and
|
•
|
$20.0 million
in proceeds from the Revolving Credit Facility.
|
|
Dividends
Per Share
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
||
2017:
|
|
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
0.4220
|
|
|
October 26, 2017
|
|
December 29, 2017
|
|
January 31, 2018
|
Third Quarter
|
$
|
0.4200
|
|
|
August 3, 2017
|
|
September 29, 2017
|
|
October 31, 2017
|
Second Quarter
|
$
|
0.4180
|
|
|
May 4, 2017
|
|
June 30, 2017
|
|
July 31, 2017
|
First Quarter
|
$
|
0.41375
|
|
|
February 24, 2017
|
|
March 31, 2017
|
|
April 28, 2017
|
Contractual Obligations
|
|
Less Than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years |
|
Total
|
||||||||||
Project-level debt principal payments
|
|
$
|
2,835
|
|
|
$
|
24,876
|
|
|
$
|
26,513
|
|
|
$
|
338,172
|
|
|
$
|
392,396
|
|
Project-level interest payments on debt instruments
|
|
3,084
|
|
|
22,245
|
|
|
20,788
|
|
|
31,355
|
|
|
77,472
|
|
|||||
Transmission Service Agreements
|
|
6,723
|
|
|
47,200
|
|
|
47,200
|
|
|
543,246
|
|
|
644,369
|
|
|||||
Payments in lieu of taxes
|
|
121
|
|
|
957
|
|
|
818
|
|
|
9,635
|
|
|
11,531
|
|
|||||
Other
|
|
270
|
|
|
1,415
|
|
|
928
|
|
|
3,536
|
|
|
6,149
|
|
|||||
Operating leases
|
|
55
|
|
|
3,460
|
|
|
3,915
|
|
|
57,982
|
|
|
65,412
|
|
|||||
Service and maintenance agreements
|
|
2,728
|
|
|
16,865
|
|
|
8,500
|
|
|
365
|
|
|
28,458
|
|
|||||
Asset retirement obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,302
|
|
|
8,302
|
|
|||||
Total
|
|
$
|
15,816
|
|
|
$
|
117,018
|
|
|
$
|
108,662
|
|
|
$
|
992,593
|
|
|
$
|
1,234,089
|
|
|
Total
Project Debt |
|
Percentage of
Ownership |
|
Our Portion of
Unconsolidated Project Debt |
|||||
Armow
|
$
|
410,096
|
|
|
50.0
|
%
|
|
$
|
205,048
|
|
South Kent
|
495,991
|
|
|
50.0
|
%
|
|
247,996
|
|
||
Grand
|
286,205
|
|
|
45.0
|
%
|
|
128,792
|
|
||
K2
|
605,799
|
|
|
33.3
|
%
|
|
201,913
|
|
||
PEGH 2
|
$
|
82,951
|
|
|
20.2
|
%
|
|
$
|
16,756
|
|
Unconsolidated investments - debt
|
$
|
1,881,042
|
|
|
|
|
$
|
800,505
|
|
•
|
providing SOX 404 and internal control training to accounting, executive management, and various department personnel;
|
•
|
documenting accounting, entity level, and IT policies and procedures that support our internal control infrastructure;
|
•
|
redesigning the contract review process that improves communication and informational flow between the various company departments including legal and accounting for the complete and accurate recording of contract provisions; and
|
•
|
redesigning and implementing changes to certain processes and internal controls.
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
32*
|
|
|
|
|
|
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
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act.
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Pattern Energy Group Inc.
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Dated:
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November 9, 2017
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By:
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/s/ Michael J. Lyon
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Michael J. Lyon
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Chief Financial Officer
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(On behalf of the Registrant and as Principal Financial Officer)
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1 Year Pattern Energy Chart |
1 Month Pattern Energy Chart |
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