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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contacts:

 

Investors

Bob Okunski

408-240-5447

bokunski@8point3energypartners.com

 

Media

Natalie Wymer

408-457-2348

nwymer@8point3energypartners.com

 

8point3 Energy Partners Reports Third Quarter 2016 Results

Announced Agreement to Acquire SunPower’s 49 percent Minority Stake in 102-MW Henrietta Project

Increased Third Quarter Distribution by 3.5 percent over Second Quarter

SAN JOSE, Calif., Sept. 20, 2016 – 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its third fiscal quarter ended August 31, 2016.

 

·

Exceeds Q3 2016 revenue, net income, Adjusted EBITDA and cash available for distribution (“CAFD”) guidance

 

·

Announced agreement to acquire 49 percent interest in 102-MW Henrietta solar project

 

·

Declared Q3 2016 distribution of $0.2406 per share, an increase of 3.5 percent over the Q2 2016 distribution

 

·

Forecasts Q4 2016 distribution of $0.2490 per share, an increase of 3.5 percent compared to the Q3 2016 distribution

For the third quarter of fiscal 2016, 8point3 Energy Partners reported revenue of $26.1 million, net income of $15.9 million, Adjusted EBITDA of $32.9 million and CAFD of $24.1 million.

"Our strong results reflect the benefits of our stable and diversified solar project portfolio as we exceeded our financial targets for the third quarter,” said Chuck Boynton, 8point3 Energy Partners CEO. “As of the end of August, our portfolio consisted of interests in 530-MW of U.S. solar generating assets.”

“Additionally, as we announced today, we have signed an agreement to acquire SunPower’s 49 percent minority interest in its 102-MW Henrietta project for $134 million in cash. The project is expected to generate approximately $10.9 million in annual cash distributions and has a 20 year contract life. The project was constructed utilizing SunPower’s fully integrated Oasis® Power Plant system that is engineered to rapidly and cost-effectively deploy utility-scale solar projects while optimizing land use.”  

The Henrietta transaction is subject to a financing condition and other customary closing conditions and is expected to close on or about September 30, 2016. The partnership expects to fund the acquisition through some combination of cash on hand, borrowings under its existing credit facility and the issuance of additional equity.  

The partnership also announced that a banking group has committed to funding a $250 million increase to its existing credit facility, including a combined $150 million from Bank of America Merrill Lynch and Wells Fargo, who are new to the partnership’s bank group. The closing of this financing is contingent on the parties entering into definitive documentation as well as other matters.

In addition, the Board of Directors of the partnership’s general partner declared a cash distribution for its Class A shares of $0.2406 per share for the third quarter. The third quarter distribution will be paid on October 14, 2016 to shareholders of record as of October 3, 2016.


As of August 31, 2016, 8point3 Energy Partners had total liquidity of more than $131 million comprised of $30 million in cash on its balance sheet and $101 million available on its five-year revolving credit facility. The partnership’s liquidity position excludes the potential increase of up to $250 million pursuant to the exercise of the previously mentioned accordion feature in its existing credit facility.    

"We were pleased with our third quarter performance as we exceeded our financial targets in addition to raising our quarterly shareholder distribution by 3.5 percent,” said Bryan Schumaker, 8point3 Energy Partners chief financial officer.  “With closing of our $250 million accordion credit facility, we will be well positioned to acquire additional projects as well as have sufficient resources to fund future growth.”    

Guidance

The partnership’s fourth quarter 2016 guidance is as follows:  revenue of $13.5 million to $14.5 million, net loss of ($1.0) million to breakeven, Adjusted EBITDA of $17.0 million to $18.0 million, CAFD of $22.0 million to $24.0 million and a distribution per share of $0.2490, a forecasted increase of 3.5 percent compared to the Q3 2016 distribution.  

As a result of its third quarter 2016 results, the partnership is updating its 2016 guidance.  It now expects revenue of $60.2 million to $61.3 million, net income of $7.7 million to $8.7 million, Adjusted EBITDA of $75 million to $76 million and CAFD of $74.8 million to $76.8 million. The partnership’s fiscal year CAFD guidance includes approximately $9.0 million in network upgrade reimbursements currently expected to be received in the fourth quarter of 2016 per the partnership’s existing interconnection agreement with a utility.    

About 8point3 Energy Partners

8point3 Energy Partners LP (NASDAQ: CAFD) is a growth-oriented limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 8point3 Energy Partners’ primary objective is to generate predictable cash distributions that grow at a sustainable rate. The partnership owns interests in projects in the United States that generate long-term contracted cash flows and serve utility, commercial and residential customers.  For more information about 8point3 Energy Partners, please visit: www.8point3energypartners.com.


For 8point3 Energy Partners Investors

This press release includes various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. You can identify our forward-looking statements by words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goals”, “objectives”, “outlook”, “intend”, “plan”, “predict”, “project”, “risks”, “schedule”, “seek”, “target”, “could”, “may”, “will”, “should” or “would” or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in forward-looking statements. In particular, expressed or implied statements concerning the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the partnership and its subsidiaries, including guidance regarding the partnership’s revenue, Adjusted EBITDA, cash available for distribution and distributions, other future actions, conditions or events such as the projected commercial operation dates of projects, future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Forward-looking statements speak only as of the date of this press release, September 20, 2016, and we disclaim any obligation to update such statements for any reason, except as required by law. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this paragraph. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include the risk factors described under “Risk Factors” in the partnership’s Transition Report on Form 10-K for the transition period from December 28, 2014 to November 30, 2015, filed with the Securities and Exchange Commission on January 28, 2016. If any of those risks occur, it could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement.

Non-GAAP Financial Information

This earnings release includes certain financial measures that are not defined under U.S. generally accepted accounting principles (GAAP), including Adjusted EBITDA and cash available for distribution. Such non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. We reconcile these non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP in the tables that accompany this release. In the introduction to such reconciliation tables that accompany this release, we disclose the reasons why we believe our use of the non-GAAP financial measures in this release provides useful information. Please read “Non-GAAP Financial Measures” below for further details on our use of non-GAAP financial measures.


8point3 Energy Partners LP

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

 

 

 

August 31,

 

 

November 30,

 

 

 

2016

 

 

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,890

 

 

$

56,781

 

Accounts receivable and short-term financing receivables, net

 

 

10,411

 

 

 

4,289

 

Prepaid and other current assets1

 

 

14,453

 

 

 

8,033

 

Total current assets

 

 

54,754

 

 

 

69,103

 

Property and equipment, net

 

 

693,783

 

 

 

486,942

 

Long-term financing receivables, net

 

 

80,823

 

 

 

83,376

 

Investments in unconsolidated affiliates

 

 

349,791

 

 

 

352,070

 

Other long-term assets

 

 

24,823

 

 

 

26,142

 

Total assets

 

$

1,203,974

 

 

$

1,017,633

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and other current liabilities1

 

$

21,358

 

 

$

2,612

 

Short-term debt and financing obligations

 

 

1,964

 

 

 

1,964

 

Deferred revenue, current portion

 

 

1,097

 

 

 

489

 

Total current liabilities

 

 

24,419

 

 

 

5,065

 

Long-term debt and financing obligations

 

 

362,657

 

 

 

297,206

 

Deferred revenue, net of current portion

 

 

608

 

 

 

746

 

Other long-term liabilities

 

 

39,729

 

 

 

22,483

 

Total liabilities

 

 

427,413

 

 

 

325,500

 

Redeemable noncontrolling interests

 

 

17,624

 

 

 

89,747

 

Equity:

 

 

 

 

 

 

 

 

Class A shares, 20,018,276 and 20,007,281 issued and outstanding as of August 31,

   2016 and November 30, 2015, respectively

 

 

392,916

 

 

 

392,748

 

Class B shares, 51,000,000 issued and outstanding as of August 31, 2016

   and November 30, 2015

 

 

 

 

 

 

Accumulated earnings

 

 

25,016

 

 

 

15,580

 

Total shareholders' equity attributable to 8point3 Energy Partners LP

 

 

417,932

 

 

 

408,328

 

Noncontrolling interests

 

 

341,005

 

 

 

194,058

 

Total equity

 

 

758,937

 

 

 

602,386

 

Total liabilities and equity

 

$

1,203,974

 

 

$

1,017,633

 

1

The Partnership has related-party balances for transactions made with the Sponsors. Related-party balances recorded within “Prepaid and other current assets” in the unaudited condensed consolidated balance sheets were $1.1 million and $0.9 million as of August 31, 2016 and November 30, 2015, respectively. Related-party balances recorded within “Accounts payable and other current liabilities” in the unaudited condensed consolidated balance sheets were $17.6 million and $0.2 million as of August 31, 2016 and November 30, 2015, respectively.  

 

 

 


8point3 Energy Partners LP

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Eight Months Ended

 

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues1

 

$

26,116

 

 

$

3,076

 

 

$

46,735

 

 

$

6,629

 

Total revenues

 

 

26,116

 

 

 

3,076

 

 

 

46,735

 

 

 

6,629

 

Operating costs and expenses1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of operations

 

 

1,928

 

 

 

73

 

 

 

4,953

 

 

 

2,389

 

Cost of operations—SunPower, prior to IPO

 

 

 

 

 

59

 

 

 

 

 

 

468

 

Selling, general and administrative

 

 

1,804

 

 

 

2,483

 

 

 

5,096

 

 

 

9,055

 

Depreciation, amortization and accretion

 

 

6,311

 

 

 

1,172

 

 

 

16,325

 

 

 

2,374

 

Acquisition-related transaction costs

 

 

599

 

 

 

 

 

 

2,261

 

 

 

 

Total operating costs and expenses

 

 

10,642

 

 

 

3,787

 

 

 

28,635

 

 

 

14,286

 

Operating income (loss)

 

 

15,474

 

 

 

(711

)

 

 

18,100

 

 

 

(7,657

)

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

3,199

 

 

 

201

 

 

 

9,123

 

 

 

1,646

 

Interest income

 

 

(296

)

 

 

(228

)

 

 

(909

)

 

 

(1,223

)

Other expense (income)

 

 

(291

)

 

 

3,443

 

 

 

(551

)

 

 

12,695

 

Total other expense, net

 

 

2,612

 

 

 

3,416

 

 

 

7,663

 

 

 

13,118

 

Income (loss) before income taxes

 

 

12,862

 

 

 

(4,127

)

 

 

10,437

 

 

 

(20,775

)

Income tax provision

 

 

(5,063

)

 

 

(701

)

 

 

(15,281

)

 

 

(707

)

Equity in earnings of unconsolidated investees

 

 

8,075

 

 

 

6,115

 

 

 

13,504

 

 

 

6,115

 

Net income (loss)

 

 

15,874

 

 

 

1,287

 

 

 

8,660

 

 

 

(15,367

)

Less: Predecessor loss prior to IPO on June 24, 2015

 

 

 

 

 

(3,441

)

 

 

 

 

 

(20,095

)

Net income subsequent to IPO

 

 

15,874

 

 

 

4,728

 

 

 

8,660

 

 

 

4,728

 

Less: Net income (loss) attributable to noncontrolling interests

   and redeemable noncontrolling interests

 

 

8,281

 

 

 

3,695

 

 

 

(14,263

)

 

 

3,695

 

Net income attributable to 8point3 Energy Partners LP

   Class A shares

 

$

7,593

 

 

$

1,033

 

 

$

22,923

 

 

$

1,033

 

Net income per Class A share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38

 

 

$

0.05

 

 

$

1.15

 

 

$

0.05

 

Diluted

 

$

0.38

 

 

$

0.05

 

 

$

1.15

 

 

$

0.05

 

Distributions per Class A share:

 

$

0.23

 

 

$

 

 

$

0.67

 

 

$

 

Weighted average number of Class A shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

20,015

 

 

 

20,002

 

 

 

20,011

 

 

 

20,002

 

Diluted

 

 

35,515

 

 

 

34,415

 

 

 

35,511

 

 

 

34,415

 

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 and $3.9 million for the three and nine months ended August 31, 2016, respectively, and $1.0 million for the three and eight months ended August 31, 2015. Related party transactions recorded within “Operating costs and expenses” in the unaudited condensed consolidated statement of operations were $1.9 million and $5.0 million for the three and nine months ended August 31, 2016, respectively, and $0.4 million and $0.8 million for the three and eight months ended August 31, 2015, respectively.

 

 

 


8point3 Energy Partners LP

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

Eight Months Ended

 

 

 

August 31,

 

 

August 31,

 

 

 

2016

 

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

8,660

 

 

$

(15,367

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

 

 

16,325

 

 

 

2,374

 

Loss on cash flow hedges

 

 

 

 

 

3,242

 

Unrealized loss (gain) on interest rate swap

 

 

(536

)

 

 

770

 

Interest expense on financing obligation

 

 

 

 

 

1,193

 

Loss on termination of financing obligation

 

 

 

 

 

6,478

 

Reserve for rebates receivable

 

 

 

 

 

1,338

 

Distributions from unconsolidated investees

 

 

15,130

 

 

 

 

Equity in earnings of unconsolidated investees

 

 

(13,504

)

 

 

(6,115

)

Deferred income taxes

 

 

15,281

 

 

 

695

 

Share-based compensation

 

 

168

 

 

 

56

 

Amortization of debt issuance costs

 

 

442

 

 

 

 

Changes in allowance for doubtful accounts

 

 

270

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable and financing receivable, net

 

 

(4,290

)

 

 

99

 

Cash grants receivable

 

 

 

 

 

146

 

Rebates receivable

 

 

 

 

 

(121

)

Solar power systems to be leased under sales type leases

 

 

 

 

 

160

 

Prepaid and other current assets

 

 

(1,398

)

 

 

(4,232

)

Deferred revenue

 

 

467

 

 

 

426

 

Accounts payable and other current liabilities

 

 

806

 

 

 

1,564

 

Net cash provided by (used in) operating activities

 

 

37,821

 

 

 

(7,294

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Cash provided by (used in) purchases of property and equipment

 

 

1,415

 

 

 

(225,225

)

Cash paid for acquisitions

 

 

(124,326

)

 

 

 

Distributions from unconsolidated investees

 

 

653

 

 

 

4,672

 

Net cash used in investing activities

 

 

(122,258

)

 

 

(220,553

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of Class A shares, net of issuance costs

 

 

(201

)

 

 

393,750

 

Proceeds from issuance of bank loans, net of issuance costs

 

 

64,991

 

 

 

461,192

 

Repayment of bank loans

 

 

 

 

 

(264,143

)

Capital contributions from SunPower

 

 

9,973

 

 

 

337,794

 

Cash distribution to SunPower at IPO

 

 

 

 

 

(371,527

)

Cash distribution to SunPower for the remaining purchase price payments of initial projects

 

 

 

 

 

(5,993

)

Cash distribution to First Solar at IPO

 

 

 

 

 

(283,697

)

Capital distribution to SunPower

 

 

 

 

 

(3,162

)

Cash distribution to Class A members

 

 

(13,487

)

 

 

 

Cash contributions from noncontrolling interests and redeemable

   noncontrolling interests - tax equity investors

 

 

372

 

 

 

7,031

 

Cash distributions to noncontrolling interests and redeemable

   noncontrolling interests - tax equity investors

 

 

(4,102

)

 

 

 

Net cash provided by financing activities

 

 

57,546

 

 

 

271,245

 

Net increase (decrease) in cash and cash equivalents

 

 

(26,891

)

 

 

43,398

 

Cash and cash equivalents, beginning of period

 

 

56,781

 

 

 

 

Cash and cash equivalents, end of period

 

$

29,890

 

 

$

43,398

 

Noncash transactions:

 

 

 

 

 

 

 

 

Assignment of financing receivables to a third-party financial institution

 

$

 

 

$

1,279

 

Property and equipment acquisitions funded by liabilities

 

 

17,410

 

 

 

 

Predecessor liabilities assumed by SunPower

 

 

 

 

 

48,588

 

Issuance by OpCo of OpCo common units, subordinated units and IDR for acquisition of

   interests in First Solar Project Entities

 

 

 

 

 

408,820

 

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

 

 

795

 

 

 

 


Non-GAAP Financial Measures

Our management uses a variety of financial metrics to analyze our performance. The key financial metrics we evaluate are Adjusted EBITDA and cash available for distribution.

Adjusted EBITDA.  We define Adjusted EBITDA as net income (loss) plus interest expense, net of interest income, income tax provision, depreciation, amortization and accretion, including our proportionate share of net interest expense, income taxes and depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method, and share-based compensation and transaction costs incurred for our acquisitions of projects; and excluding the effect of certain other non-cash or non-recurring items that we do not consider to be indicative of our ongoing operating performance such as, but not limited to, mark to market adjustments to the fair value of derivatives related to our interest rate hedges. Adjusted EBITDA is a non-U.S. GAAP financial measure. This measurement is not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The U.S. GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). The presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and borrowers’ ability to service debt. In addition, Adjusted EBITDA is used by our management for internal planning purposes including certain aspects of our consolidated operating budget and capital expenditures. It is also used by investors to assess the ability of our assets to generate sufficient cash flows to make distributions to our Class A shareholders.

However, Adjusted EBITDA has limitations as an analytical tool because it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments, does not reflect changes in, or cash requirements for, working capital, does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt or cash distributions on tax equity, does not reflect payments made or future requirements for income taxes, and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results of operations. Adjusted EBITDA is a non-U.S. GAAP measure and should not be considered an alternative to net income (loss) or any other performance measure determined in accordance with U.S. GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of Adjusted EBITDA are not necessarily comparable to EBITDA as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income (loss).

Cash Available for Distribution.    We use cash available for distribution, which we define as Adjusted EBITDA less equity in earnings of unconsolidated affiliates, cash interest paid, cash income taxes paid, maintenance capital expenditures, cash distributions to noncontrolling interests and principal amortization of indebtedness plus cash distributions from unconsolidated affiliates, test electricity generation and cash proceeds from sales-type residential leases. Our cash flow is generated from distributions we receive from OpCo each quarter. OpCo’s cash flow is generated primarily from distributions from the Project Entities. As a result, our ability to make distributions to our Class A shareholders depends primarily on the ability of the Project Entities to make cash distributions to OpCo and the ability of OpCo to make cash distributions to its unitholders.

We believe cash available for distribution is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of our ability to make our distribution. In addition, cash available for distribution is used by our management team for determining future acquisitions and managing our growth. The U.S. GAAP measure most directly comparable to cash available for distribution is net income (loss).

However, cash available for distribution has limitations as an analytical tool because it does not capture the level of capital expenditures necessary to maintain the operating performance of our projects, does not include changes in operating assets and liabilities and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations. Cash available for distribution is a non-U.S. GAAP measure and should not be considered an alternative to net income (loss) or any other performance measure determined in accordance with U.S. GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of cash available for distribution are not necessarily comparable to cash available for distribution as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income (loss).

The following tables present reconciliations of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended August 31, 2016, May 31, 2016, and August 31, 2015, the nine months ended August 31, 2016, the eight months ended August 31, 2015, and for the three months ending and the twelve months ending November 30, 2016:

 

 

 


8point3 Energy Partners LP

Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Eight Months Ended

 

 

 

August 31,

 

 

May 31,

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

(in thousands)

 

2016

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income (loss)

 

$

15,874

 

 

$

(161

)

 

$

1,287

 

 

$

8,660

 

 

$

(15,367

)

Add (Less):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

2,903

 

 

 

2,715

 

 

 

(27

)

 

 

8,206

 

 

 

423

 

Income tax provision

 

 

5,063

 

 

 

6,681

 

 

 

701

 

 

 

15,281

 

 

 

707

 

Depreciation, amortization and accretion

 

 

6,311

 

 

 

5,388

 

 

 

1,172

 

 

 

16,325

 

 

 

2,374

 

Share-based compensation

 

 

56

 

 

 

56

 

 

 

56

 

 

 

168

 

 

 

56

 

Acquisition-related transaction costs (1)

 

 

599

 

 

 

829

 

 

 

 

 

 

2,261

 

 

 

 

Selling, general and administrative (2)

 

 

 

 

 

 

 

 

973

 

 

 

 

 

 

6,372

 

Loss on cash flow hedges related to Quinto interest

   rate swaps

 

 

 

 

 

 

 

 

2,673

 

 

 

 

 

 

5,448

 

Loss on termination of residential financing obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,477

 

Unrealized gain on derivatives (3)

 

 

(285

)

 

 

(325

)

 

 

770

 

 

 

(536

)

 

 

770

 

Add proportionate share from equity method

   investments (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

(54

)

 

 

(53

)

 

 

(21

)

 

 

(149

)

 

 

(21

)

Depreciation, amortization and accretion

 

 

2,397

 

 

 

2,234

 

 

 

2,160

 

 

 

7,683

 

 

 

2,160

 

Adjusted EBITDA

 

$

32,864

 

 

$

17,364

 

 

$

9,744

 

 

$

57,899

 

 

$

9,399

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates, net

   with (4) above (5)

 

 

(10,418

)

 

 

(7,205

)

 

 

(8,254

)

 

 

(21,038

)

 

 

(8,254

)

Cash interest paid (6)

 

 

(3,278

)

 

 

(3,110

)

 

 

(1,715

)

 

 

(9,176

)

 

 

(1,715

)

Cash distributions to non-controlling interests

 

 

(2,826

)

 

 

(420

)

 

 

 

 

 

(3,730

)

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash distributions from unconsolidated affiliates (7)

 

 

7,018

 

 

 

2,633

 

 

 

4,672

 

 

 

16,075

 

 

 

4,672

 

State and local rebates (8)

 

 

 

 

 

 

 

 

 

 

 

299

 

 

 

 

Cash proceeds from sales-type residential leases (9)

 

 

630

 

 

 

630

 

 

 

744

 

 

 

1,901

 

 

 

1,976

 

Indemnity payment from Sponsors (10)

 

 

64

 

 

 

 

 

 

 

 

 

10,037

 

 

 

 

Test electricity generation (11)

 

 

 

 

 

421

 

 

 

1,556

 

 

 

421

 

 

 

1,556

 

Cash available for distribution

 

$

24,054

 

 

$

10,313

 

 

$

6,747

 

 

$

52,688

 

 

$

7,634

 

 

(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 allocation of the Predecessor’s corporate overhead in selling, general and administrative expenses.

(3)

Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges.

(4)

Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.

(5)

Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project and the Lost Hills Blackwell Project and is included on our unaudited condensed consolidated statements of operations.

(6)

Represents cash interest payments related to our term loan and revolving credit facilities post-IPO. The interest payments for the Quinto Credit Facility on the Predecessor’s combined carve-out financial statements were excluded as they were funded by one of our Sponsors.

(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 and the Lost Hills Blackwell Project.

(8)

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.

(9)

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.

(10)

Represents indemnity payments from Sponsors owed to OpCo in accordance with the Amended and Restated Omnibus Agreement.

(11)

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.

 


8point3 Energy Partners LP

FY 2016 Q4 Guidance

Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)

 

(in millions)

 

Low

 

 

High

 

Net loss

 

$

(1.0

)

 

$

 

Add (Less):

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

4.0

 

 

 

4.0

 

Income tax provision

 

 

1.5

 

 

 

1.5

 

Depreciation, amortization and accretion

 

 

7.0

 

 

 

7.0

 

Acquisition-related transaction costs

 

 

1.5

 

 

 

1.5

 

Add proportionate share from equity method investments (1):

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

 

 

4.0

 

 

 

4.0

 

Adjusted EBITDA

 

$

17.0

 

 

$

18.0

 

Less:

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates, net with (1)

 

 

(8.0

)

 

 

(8.0

)

Cash interest paid

 

 

(4.0

)

 

 

(4.0

)

Cash distributions to non-controlling interests

 

 

(2.5

)

 

 

(2.5

)

Add:

 

 

 

 

 

 

 

 

Cash distributions from unconsolidated affiliates (2)

 

 

12.5

 

 

 

13.0

 

Cash proceeds from sales-type residential leases

 

 

0.5

 

 

 

0.5

 

Network upgrade refund

 

 

6.5

 

 

 

7.0

 

Cash available for distribution

 

$

22.0

 

 

$

24.0

 

 

(1)

Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.

(2)

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 and the Lost Hills Blackwell Project. Cash distributions from unconsolidated affiliates includes approximately $2.5 million in network upgrade reimbursements currently expected to be received in the fourth quarter of 2016.

 

 

 


8point3 Energy Partners LP

FY 2016 Guidance

Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD)

 

(in millions)

 

Low

 

 

High

 

Net income

 

$

7.7

 

 

$

8.7

 

Add (Less):

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

12.2

 

 

 

12.2

 

Income tax provision

 

 

16.8

 

 

 

16.8

 

Depreciation, amortization and accretion

 

 

23.3

 

 

 

23.3

 

Share-based compensation

 

 

0.2

 

 

 

0.2

 

Acquisition-related transaction costs

 

 

3.8

 

 

 

3.8

 

Unrealized gain on derivatives

 

 

(0.5

)

 

 

(0.5

)

Add proportionate share from equity method investments (1):

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

 

 

11.5

 

 

 

11.5

 

Adjusted EBITDA

 

$

75.0

 

 

$

76.0

 

Less:

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates, net with (1)

 

 

(29.0

)

 

 

(29.0

)

Cash interest paid

 

 

(13.2

)

 

 

(13.2

)

Cash distributions to non-controlling interests

 

 

(6.2

)

 

 

(6.2

)

Add:

 

 

 

 

 

 

 

 

Cash distributions from unconsolidated affiliates (2)

 

 

28.6

 

 

 

29.1

 

State and local rebates

 

 

0.3

 

 

 

0.3

 

Cash proceeds from sales-type residential leases

 

 

2.4

 

 

 

2.4

 

Indemnity payments from SunPower

 

 

10.0

 

 

 

10.0

 

Test electricity generation

 

 

0.4

 

 

 

0.4

 

Network upgrade refund

 

 

6.5

 

 

 

7.0

 

Cash available for distribution

 

$

74.8

 

 

$

76.8

 

 

(1)

Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method.

(2)

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 and the Lost Hills Blackwell Project. Cash distributions from unconsolidated affiliates includes approximately $2.5 million in network upgrade reimbursements currently expected to be received in the fourth quarter of 2016.