COST: 134 $MM
SAN JOSE, Calif., March 28, 2018 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) (the Partnership) today announced financial results for its first fiscal quarter ended February 28, 2018.
For the first quarter of fiscal 2018, the Partnership reported revenue of $10.9 million, net income of $6.7 million, Adjusted EBITDA of $13.1 million and cash available for distribution (CAFD) of $18.1 million.
Additionally, as previously announced, the Partnership has entered into an Agreement and Plan of Merger and Purchase Agreement (the Merger Agreement) with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, Capital Dynamics), pursuant to which Capital Dynamics will acquire the Partnership through an acquisition of 8point3 General Partner, LLC (the General Partner), the general partner of the Partnership, all of the outstanding Class A shares in the Partnership and all of the outstanding common and subordinated units and incentive distribution rights in 8point3 Operating Company, LLC (OpCo), the Partnership's operating company (collectively, the Proposed Transactions). For additional information, please see the Partnership's definitive proxy statement filed with the Securities and Exchange Commission (SEC) on March 19, 2018.
"We remain pleased with the performance of our high quality solar portfolio as we exceeded our financial goals for the quarter," said Chuck Boynton, 8point3 Energy Partners' CEO. "In relation to our Proposed Transactions with Capital Dynamics, the process is continuing as we recently filed our preliminary proxy statement with the SEC. As we announced last quarter, following our Sponsors' thorough and comprehensive strategic review process, Capital Dynamics' offer was the most compelling proposal for all shareholders relative to other options, including the option to continue as a stand-alone company," concluded Boynton.
The Board of Directors of the Partnership's general partner also declared a cash distribution for its Class A shares of $0.2802 per share for the first quarter. The first quarter distribution will be paid on April 13, 2018 to shareholders of record as of April 3, 2018.
"We were pleased with our first quarter results as our portfolio continued to perform as expected," said Bryan Schumaker, 8point3 Energy Partners' chief financial officer. "We remain well-positioned to meet our second quarter financial and operational goals."
The completion of the Proposed Transactions with Capital Dynamics is subject to a number of closing conditions, including approval by a majority of the outstanding 8point3 public Class A shareholders, Federal Energy Regulatory Commission (FERC) Section 203 approval and the approval of the Committee on Foreign Investment in the United States (CFIUS). The Sponsors, which are the indirect owners of our General Partner and approximately 64.5 percent of OpCo's outstanding units, have executed an agreement to vote in support of the Proposed Transactions. Additionally, the Proposed Transactions are subject to certain other customary closing conditions.
Guidance
The Partnership's second quarter 2018 guidance is as follows: revenue of $16.0 million to $18.0 million, net income of $5.0 million to $7.5 million, Adjusted EBITDA of $25.5 million to $28.0 million, CAFD of $13.0 million to $15.5 million and a distribution of $0.2802 per share. The Partnership's second quarter 2018 net income, Adjusted EBITDA and CAFD guidance includes approximately $2.4 million in expenses related to the Proposed Transactions.
About 8point3 Energy Partners
8point3 Energy Partners LP (NASDAQ:CAFD) is a limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 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, 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 sponsors' ownership interest in the Partnership, 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, net income, adjusted EBITDA, cash available for distribution and distributions, other future actions, conditions or events such as the 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, March 28, 2018, 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 Annual Report on Form 10-K for the fiscal year ended November 30, 2017, filed with the SEC on February 5, 2018. 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.
Furthermore, among other risks and uncertainties, there can be no guarantee that the Proposed Transactions with Capital Dynamics will be completed, or if they are completed, the time frame in which they will be completed. The proposed transactions are subject to the satisfaction of certain conditions contained in the Merger Agreement. The failure to complete the Proposed Transactions could disrupt certain of 8point3 Energy Partners' plans, operations, business and employee relationships.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release contains information about the Proposed Transactions involving the Partnership and its subsidiaries and affiliates of Capital Dynamics. In connection with the Proposed Transactions, on March 19, 2018, the Partnership filed with the SEC a preliminary proxy statement for the Partnership's shareholders. The Partnership will mail the final proxy statement to its shareholders. INVESTORS AND SHAREHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTNERSHIP, CAPITAL DYNAMICS, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders of the Partnership are able to obtain free copies of the proxy statement and other documents filed with the SEC by the Partnership through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders of the Partnership will be able to obtain free copies of documents filed by the Partnership with the SEC from the Partnership's website, www.8point3energypartners.com, under the heading "SEC Filings" in the "Investor Relations" tab.
PARTICIPANTS IN THE SOLICITATION
The Partnership and our General Partner's directors and executive officers, and First Solar and SunPower and their respective directors and executive officers, are deemed to be participants in the solicitation of proxies from the shareholders of the Partnership in respect of the Proposed Transactions. Information regarding the directors and executive officers of our General Partner, First Solar and SunPower is contained in our 2017 Form 10-K filed with the SEC on February 5, 2018, First Solar's 2017 Form 10-K filed with the SEC on February 23, 2018 and SunPower's 2017 Form 10-K filed with the SEC on February 15, 2018, respectively. Free copies of these documents may be obtained from the sources described above.
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 CAFD. 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) | |||
February 28, 2018 |
November 30, 2017 | ||
Assets |
|||
Current assets: |
|||
Cash and cash equivalents |
$ 13,877 |
$ 13,528 | |
Accounts receivable and short-term financing receivables, net |
5,766 |
5,572 | |
Prepaid and other current assets1 |
15,898 |
16,990 | |
Total current assets |
35,541 |
36,090 | |
Property and equipment, net |
706,277 |
713,284 | |
Long-term financing receivables, net |
74,904 |
76,201 | |
Investments in unconsolidated affiliates |
752,646 |
768,258 | |
Other long-term assets |
13,594 |
15,372 | |
Total assets |
$ 1,582,962 |
$ 1,609,205 | |
Liabilities and Equity |
|||
Current liabilities: |
|||
Accounts payable and other current liabilities1 |
$ 3,840 |
$ 4,394 | |
Short-term debt and financing obligations1 |
2,252 |
2,229 | |
Deferred revenue, current portion |
739 |
1,025 | |
Total current liabilities |
6,831 |
7,648 | |
Long-term debt and financing obligations1 |
694,312 |
689,847 | |
Deferred revenue, net of current portion |
81 |
123 | |
Deferred tax liabilities |
24,148 |
37,318 | |
Asset retirement obligations |
15,178 |
14,970 | |
Other long-term liabilities |
2,173 |
1,945 | |
Total liabilities |
742,723 |
751,851 | |
Redeemable noncontrolling interests |
17,346 |
17,346 | |
Equity: |
|||
Class A shares, 28,093,305 and 28,088,673 issued and outstanding as of February 28, 2018 and November 30, 2017, respectively |
249,419 |
249,363 | |
Class B shares, 51,000,000 issued and outstanding as of February 28, 2018 and November 30, 2016 |
— |
— | |
Accumulated earnings |
6,671 |
4,595 | |
Total shareholders' equity attributable to 8point3 Energy Partners LP |
256,090 |
253,958 | |
Noncontrolling interests |
566,803 |
586,050 | |
Total equity |
822,893 |
840,008 | |
Total liabilities and equity |
$ 1,582,962 |
$ 1,609,205 |
1The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the unaudited condensed consolidated balance sheets were $1.4 million and $0.7 million as of February 28, 2018 and November 30, 2017, respectively. Related-party balances recorded within "Accounts payable and other current liabilities" in the unaudited condensed consolidated balance sheets were $0.5 million and $0.9 million due to tax equity investors as of February 28, 2018 and November 30, 2017, respectively, and zero and $0.1 million due to Sponsors as of February 28, 2018 and November 30, 2017, respectively. Related-party balances recorded within "Short-term debt and financing obligations" and "Long-term debt and financing obligations" in the unaudited condensed consolidated balance sheets were $2.3 million and $46.1 million, respectively, as of February 28, 2018, and $2.2 million and $47.4 million, respectively, as of November 30, 2017. |
8point3 Energy Partners LP | |||
Condensed Consolidated Statements of Operations | |||
(In thousands, except per share data) | |||
(Unaudited) | |||
Three Months Ended | |||
February 28, 2018 |
February 28, 2017 | ||
Revenues: |
|||
Operating revenues1 |
$ 10,869 |
$ 9,897 | |
Total revenues |
10,869 |
9,897 | |
Operating costs and expenses1: |
|||
Cost of operations |
2,391 |
2,222 | |
Selling, general and administrative |
4,252 |
1,902 | |
Depreciation and accretion |
7,140 |
6,763 | |
Acquisition-related transaction costs |
20 |
13 | |
Total operating costs and expenses |
13,803 |
10,900 | |
Operating loss |
(2,934) |
(1,003) | |
Other expense (income): |
|||
Interest expense |
6,163 |
5,495 | |
Interest income |
(276) |
(271) | |
Other income |
(396) |
(834) | |
Total other expense, net |
5,491 |
4,390 | |
Loss before income taxes and equity in earnings of unconsolidated investees |
(8,425) |
(5,393) | |
Income tax benefit (provision) |
13,169 |
(533) | |
Equity in earnings of unconsolidated investees |
2,000 |
606 | |
Net income (loss) |
6,744 |
(5,320) | |
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(3,203) |
(6,181) | |
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ 9,947 |
$ 861 | |
Net income per Class A share: |
|||
Basic |
$ 0.35 |
$ 0.03 | |
Diluted |
$ 0.35 |
$ 0.03 | |
Distributions per Class A share: |
$ 0.28 |
$ 0.25 | |
Weighted average number of Class A shares: |
|||
Basic |
28,089 |
28,073 | |
Diluted |
43,589 |
43,573 |
1The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the unaudited condensed consolidated statement of operations were $1.3 million for each of the three months ended February 28, 2018 and February 28, 2017. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $2.2 million and $2.0 million for the three months ended February 28, 2018 and February 28, 2017, respectively. Related party transactions recorded within "Other income" in the consolidated statement of operations were $0.9 million and $0.1 million for the three months ended February 28, 2018 and February 28, 2017, respectively. |
8point3 Energy Partners LP | |||
Condensed Consolidated Statements of Cash Flows | |||
(In thousands) | |||
(Unaudited) | |||
Three Months Ended | |||
February 28, 2018 |
February 28, 2017 | ||
Cash flows from operating activities: |
|||
Net income (loss) |
$ 6,744 |
$ (5,320) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|||
Depreciation, amortization and accretion |
7,247 |
6,871 | |
Unrealized loss (gain) on interest rate swap |
13 |
(670) | |
Distributions from unconsolidated investees |
2,483 |
1,107 | |
Equity in earnings of unconsolidated investees |
(2,000) |
(606) | |
Deferred income taxes |
(13,169) |
531 | |
Share-based compensation |
56 |
56 | |
Amortization of debt issuance costs |
249 |
237 | |
Other, net |
243 |
(8) | |
Changes in operating assets and liabilities: |
|||
Accounts receivable and financing receivable, net |
969 |
501 | |
Prepaid and other assets |
2,750 |
5,627 | |
Deferred revenue |
(332) |
(319) | |
Accounts payable and other liabilities |
103 |
1,457 | |
Net cash provided by operating activities |
5,356 |
9,464 | |
Cash flows from investing activities: |
|||
Cash used in purchases of property and equipment, net |
— |
(86) | |
Cash paid for acquisitions |
(1,263) |
(304,432) | |
Distributions from unconsolidated investees |
15,129 |
16,604 | |
Net cash provided by (used in) investing activities |
13,866 |
(287,914) | |
Cash flows from financing activities: |
|||
Proceeds from issuance of bank loans, net of issuance costs |
5,500 |
275,987 | |
Repayment of Short-Term Note to First Solar |
— |
(1,964) | |
Cash distribution to Class A shareholders |
(7,871) |
(6,990) | |
Cash distributions to Sponsors as OpCo unitholders |
(14,290) |
(12,699) | |
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
— |
18,750 | |
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(2,212) |
(1,885) | |
Net cash provided by (used in) financing activities |
(18,873) |
271,199 | |
Net increase (decrease) in cash and cash equivalents |
349 |
(7,251) | |
Cash and cash equivalents, beginning of period |
13,528 |
14,261 | |
Cash and cash equivalents, end of period |
$ 13,877 |
$ 7,010 | |
Non-cash transactions: |
|||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition |
$ — |
$ 50,000 | |
Property and equipment acquisitions funded by liabilities |
— |
4,287 | |
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
452 |
581 |
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 CAFD.
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 CAFD, 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 payments on any project-level indebtedness plus cash distributions from unconsolidated affiliates, indemnity payments and promissory notes from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 CAFD 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 generate sustainable distributions. In addition, when evaluating a potential acquisition, our management team projects expected CAFD to determine whether to make such acquisition. The U.S. GAAP measure most directly comparable to CAFD is net income (loss).
However, CAFD 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. CAFD 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 CAFD are not necessarily comparable to CAFD 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and CAFD:
8point3 Energy Partners LP | |||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA and CAFD | |||||
(Unaudited) | |||||
Three Months Ended | |||||
(in thousands) |
February 28, 2018 |
November 30, 2017 |
February 28, 2017 | ||
Net income (loss) (1) |
$ 6,744 |
$ 8,760 |
$ (5,320) | ||
Add (Less): |
|||||
Interest expense, net of interest income |
5,887 |
5,739 |
5,224 | ||
Income tax provision (benefit) |
(13,169) |
(1,273) |
533 | ||
Depreciation, amortization and accretion |
7,247 |
7,302 |
6,871 | ||
Share-based compensation |
56 |
57 |
56 | ||
Acquisition-related transaction costs (2) |
20 |
6 |
13 | ||
Unrealized loss (gain) on derivatives (3) |
13 |
(357) |
(670) | ||
Add proportionate share from equity method investments (4) |
|||||
Interest expense, net of interest income |
74 |
(351) |
130 | ||
Depreciation, amortization and accretion |
6,247 |
6,335 |
6,224 | ||
Adjusted EBITDA |
$ 13,119 |
$ 26,218 |
$ 13,061 | ||
Less: |
|||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5) |
(8,321) |
(16,076) |
(6,960) | ||
Cash interest paid (6) |
(5,930) |
(5,838) |
(4,761) | ||
Maintenance capital expenditures |
— |
(25) |
— | ||
Cash distributions to non-controlling interests |
(2,212) |
(2,693) |
(1,885) | ||
Short-Term Note (7) |
— |
— |
(1,964) | ||
Add: |
|||||
Cash distributions from unconsolidated affiliates (8) |
17,612 |
33,820 |
17,711 | ||
Indemnity payment from Sponsors (9) |
— |
50 |
65 | ||
Cash proceeds from sales-type residential leases, net (10) |
710 |
765 |
671 | ||
Test electricity generation (11) |
— |
— |
10 | ||
Cash proceeds for reimbursable network upgrade costs (12) |
3,126 |
1,626 |
6,123 | ||
CAFD |
$ 18,104 |
$ 37,847 |
$ 22,071 |
(1) |
Costs incurred by the Partnership as a result of the strategic evaluation of the Proposed Transactions totaling $2.2 million, $1.9 million and zero in the first quarter of 2018, fourth quarter of 2017 and first quarter of 2017, respectively, as well as the release of deferred costs associated with the ATM Program totaling $0.4 million in the first quarter of 2018, were not excluded to calculate Adjusted EBITDA and CAFD. |
(2) |
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased. |
(3) |
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges. |
(4) |
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
(5) |
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included in our unaudited condensed consolidated statements of operations. |
(6) |
Represents cash interest payments related to OpCo's senior secured credit facility and the Stateline Promissory Note. |
(7) |
Represents the Short-Term Note, a promissory note from First Solar. |
(8) |
Cash distributions from unconsolidated affiliates represent the cash received by OpCo with respect to its 49% interest in the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, and the Henrietta Project and its 34% interest in the Stateline Project. |
(9) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(10) |
Cash proceeds from sales-type residential leases, net, represent gross rental cash receipts for sales-type leases, less sales-type revenue and lease interest income that is already reflected in net income (loss) during the period. The corresponding revenue for such leases was recognized in the period in which such lease was placed in service, rather than in the period in which the rental payment was received, due to the characterization of these leases under U.S. GAAP. |
(11) |
Test electricity generation represents the sale of electricity that was generated prior to COD by Macy's Maryland Project for the three months ended February 28, 2017. The sale of test electricity generation is accounted for as a reduction in the asset carrying value rather than operating revenue prior to COD, even though it generates cash for the related Project Entity. |
(12) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project. |
8point3 Energy Partners LP | |||
FY 2018 Q2 Guidance | |||
Reconciliation of Net Income to Adjusted EBITDA and CAFD | |||
(in millions) |
Low |
High | |
Net income (1) |
$ 5.0 |
$ 7.5 | |
Add: |
|||
Interest expense, net of interest income |
6.2 |
6.2 | |
Income tax provision |
0.8 |
0.8 | |
Depreciation, amortization and accretion |
7.2 |
7.2 | |
Share-based compensation |
0.1 |
0.1 | |
Add proportionate share from equity method investments (2): |
|||
Depreciation, amortization and accretion |
6.2 |
6.2 | |
Adjusted EBITDA |
$25.5 |
$28.0 | |
Less: |
|||
Equity in earnings of unconsolidated affiliates, net with (2) |
(14.1) |
(15.0) | |
Cash interest paid |
(6.2) |
(6.2) | |
Cash distributions to non-controlling interests |
(2.3) |
(2.3) | |
Add: |
|||
Cash distributions from unconsolidated affiliates |
7.8 |
8.7 | |
Cash proceeds for reimbursable network upgrade costs |
1.6 |
1.6 | |
Cash proceeds from sales-type residential leases |
0.7 |
0.7 | |
CAFD |
$13.0 |
$15.5 |
(1) |
The Partnership's second quarter 2018 net income, Adjusted EBITDA and CAFD guidance includes approximately $2.4 million in expenses related to the Proposed Transactions. In comparison, the Partnership's second quarter 2017 net income, Adjusted EBITDA and CAFD results included less than $0.1 million in expenses related to the Proposed Transactions. |
(2) |
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., March 22, 2018 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announced that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2802 per share for the first quarter of 2018. The first quarter distribution will be paid on April 13, 2018 to shareholders of record as of April 3, 2018.
Additionally, the Partnership will announce its first quarter 2018 financial results on Wednesday, March 28, 2018 at 1:05 p.m. Pacific Time. As a result of the pending proposed transactions with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors, the Partnership will not be hosting a conference call to discuss its first quarter 2018 results.
About 8point3 Energy Partners
8point3 Energy Partners LP (NASDAQ:CAFD) is a limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 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, please visit: www.8point3energypartners.com.
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SOURCE 8point3 Energy Partners LP
TEMPE, Ariz. and SAN JOSE, Calif., Feb. 5, 2018 /PRNewswire/ -- First Solar, Inc. (NASDAQ:FSLR) ("First Solar") and SunPower Corporation (NASDAQ:SPWR) ("SunPower" and, together with First Solar, the "Sponsors") today announced that their joint-venture yieldco, 8point3 Energy Partners LP ("8point3" or the "Partnership"), has entered into an Agreement and Plan of Merger and Purchase Agreement (the "Merger Agreement") with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, "Capital Dynamics"), pursuant to which Capital Dynamics will acquire 8point3 through an acquisition of 8point3 General Partner, LLC (the "General Partner"), the general partner of the Partnership (such transaction, the "GP Transfer"), all of the outstanding Class A shares in the Partnership and all of the outstanding common and subordinated units and incentive distribution rights in 8point3 Operating Company, LLC ("OpCo"), the Partnership's operating company (the "Proposed Transactions").
Pursuant to the Proposed Transactions, the Partnership's Class A shareholders and the Sponsors, as holders of common and subordinated units in OpCo, will receive $12.35 per share or per unit in cash, plus a preset daily amount representing cash expected to be generated from December 1, 2017 through closing less any distributions received after the execution of the Merger Agreement. No consideration will be received by the Sponsors for the incentive distribution rights and the GP Transfer pursuant to the Proposed Transactions.
The completion of the Proposed Transactions is subject to a number of closing conditions, including approval by a majority of the outstanding 8point3 public Class A shareholders, the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, Federal Energy Regulatory Commission (FERC) Section 203 approval and the approval of the Committee on Foreign Investment in the United States (CFIUS). The Sponsors, which are the indirect owners of the General Partner and approximately 64.5 percent of OpCo's outstanding units, have executed an agreement to vote in support of the Proposed Transactions. Additionally, the Proposed Transactions are subject to certain other customary closing conditions.
8point3 will host a conference call for investors to discuss the Proposed Transactions at 2:30 p.m., Pacific Time, on February 5, 2018. The call will be webcast and can be accessed from 8point3's website at http://ir.8point3energypartners.com.
About First Solar, Inc.
First Solar, Inc. (NASDAQ:FSLR) is a leading global provider of comprehensive photovoltaic (PV) solar systems that use its advanced module and system technology. First Solar's integrated power plant solutions deliver an economically attractive alternative to fossil-fuel electricity generation. From raw material sourcing through end-of-life module recycling, First Solar's renewable energy systems protect and enhance the environment. For more information about First Solar, please visit www.firstsolar.com.
About SunPower
As one of the world's most innovative and sustainable energy companies, SunPower Corporation (NASDAQ:SPWR) provides a diverse group of customers with complete solar solutions and services. Residential customers, businesses, governments, schools and utilities around the globe rely on SunPower's more than 30 years of proven experience. From the first flip of the switch, SunPower delivers maximum value and superb performance throughout the long life of every solar system. Headquartered in Silicon Valley, SunPower has dedicated, customer-focused employees in Africa, Asia, Australia, Europe, and North and South America. For more information about how SunPower is changing the way the world is powered, visit www.sunpower.com.
About 8point3
8point3 Energy Partners LP (NASDAQ:CAFD) is a limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 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, please visit: www.8point3energypartners.com.
About Capital Dynamics
Capital Dynamics, Inc. is an independent, global asset manager, investing in private equity, private credit and clean energy infrastructure. Capital Dynamics is client-focused, tailoring solutions to meet investor requirements. The Firm manages investments through a broad range of products and opportunities including separate account solutions, investment funds and structured private equity products. Capital Dynamics currently has $15 billion in assets under management and advisement.
Forward-Looking Statements
For First Solar Investors
This press release includes various "forward-looking statements" which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often characterized by the use of words such as "estimate," "expect," "anticipate," "project," "plan," "intend," "seek," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," "continue" and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on First Solar's current expectations and First Solar's projections about future events. You should not place undue reliance on these forward-looking statements. First Solar undertakes no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause First Solar's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the expected timing and likelihood of completion of the Proposed Transactions, including the timing, receipt and terms and conditions of any required governmental approvals of the Proposed Transactions that could cause the parties to abandon the Proposed Transactions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk of failure of Partnership's shareholders to approve the Proposed Transactions; the risk that the parties may not be able to satisfy the conditions to the Proposed Transactions in a timely manner or at all; and the matters discussed in Item 1A. "Risk Factors," of First Solar's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC.
For SunPower Investors
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements regarding: (a) the expected timing and likelihood of completion of the Proposed Transactions; (b) the timing and anticipated receipt of required shareholder, governmental, or other approvals of the Proposed Transactions; and (c) expected transaction proceeds and value. These forward-looking statements are based on SunPower's current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance, or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (1) the timing, receipt, and terms and conditions of any required governmental approvals of the Proposed Transactions that could cause the parties to abandon the Proposed Transactions; (2) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (3) the risk of failure of the Partnership's shareholders to approve the Proposed Transactions; and (4) the risk that the parties may not be able to satisfy the conditions to the Proposed Transactions in a timely manner or at all. A detailed discussion of certain of these factors and other risks that affect SunPower's business is included in SunPower's filings makes with the SEC from time to time, including SunPower's most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or on the SEC Filings section of SunPower's Investor Relations website at http://investors.sunpower.com. All forward-looking statements in this press release are based on information currently available to SunPower, and SunPower assumes no obligation to update these forward-looking statements in light of new information or future events.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release contains information about the Proposed Transactions involving the Partnership and its subsidiaries and affiliates of Capital Dynamics. In connection with the Proposed Transactions, the Partnership will file with the SEC and furnish to the Partnership's shareholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, THE PARTNERSHIP'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and shareholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. In addition, the proxy statement and the Partnership's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 14(d) of the Exchange Act will be available free of charge through the Partnership's website at www.8point3energypartners.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
PARTICIPANTS IN THE SOLICITATION
The Partnership and the General Partner's directors and executive officers, and First Solar and SunPower and their respective directors and executive officers, are deemed to be participants in the solicitation of proxies from the shareholders of the Partnership in respect of the Proposed Transactions. Information regarding the directors and executive officers of the General Partner, First Solar and SunPower is contained in the Partnership's 2017 Form 10-K filed with the SEC on February 5, 2018, First Solar's 2016 Form 10-K filed with the SEC on February 22, 2017 and SunPower's 2016 Form 10-K filed with the SEC on February 17, 2017, respectively. Free copies of these documents may be obtained from the sources described above.
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SOURCE SunPower Corp.; First Solar, Inc.
NEW YORK, Feb. 5, 2018 /PRNewswire/ -- Capital Dynamics, an independent global asset manager, today announced that its Clean Energy Infrastructure (CEI) Team has agreed to acquire San Jose, California-based yieldco 8point3 Energy Partners LP (Nasdaq: CAFD). The publicly-traded company is comprised of approximately 710 MWdc of net generation capacity in fully operational, US-based solar assets, and will add to Capital Dynamics' significant global footprint of solar, wind, biomass, combined-cycle gas and waste gas-fueled power generation technology investments.
8point3 was formed in 2015 as a joint venture between First Solar, Inc. and SunPower Corporation, two of the largest developers, manufacturers, owners, operators and service providers of utility- and commercial-scale solar PV projects in the world. 8point3, together with its subsidiaries, acquires, owns and operates solar energy generation projects in the United States – with ownership interests in nine utility-scale solar projects, four commercial and industrial solar projects and an extensive residential portfolio spanning nine states.
"Capital Dynamics is very proud to propose the addition of the 8point3 assets to its broad portfolio of renewable assets," said John Breckenridge, Head of the Capital Dynamics Clean Energy Infrastructure business. "With our extensive asset management capabilities and financing expertise, we have been able to achieve terms that we expect to be received positively by shareholders, while meeting our long-term investment objectives."
The Capital Dynamics Clean Energy Infrastructure Team invested in 1.1 GW of solar projects in 2017 and is one of the largest specialized renewable energy investment managers in the world, with nearly USD 3.5 billion in AUM and 2.2 GW1 of capacity in its current portfolio.
"This acquisition continues the team's strong track record as a leading provider of long-term, reliable, yield-producing capital to the renewable energy market," said Breckenridge.
Amis, Patel & Brewer, LLP served as primary legal counsel for Capital Dynamics on the acquisition. Financing for the acquisition is being arranged and provided by Mitsubishi UFJ Financial Group. The deal is anticipated to close in mid-2018, following receipt of customary regulatory approvals.
About Capital Dynamics Clean Energy Infrastructure
Capital Dynamics' Clean Energy Infrastructure ("CEI") Team holds extensive expertise in investing, financing, owning and operating conventional and clean energy businesses globally. Established to capture attractive investment opportunities in this class of real assets, Capital Dynamics' CEI mandate is to invest directly in proven clean energy technologies – such as solar, wind, biomass, conventional gas generation and waste gas-fueled power generation – across the globe. Since the establishment of Capital Dynamics' CEI business, the CEI Team has acquired, built and now manages 2.2 GW (as of December 2017) of generation capacity in North America and Europe.
About Capital Dynamics
Capital Dynamics is an asset management firm focusing on private assets including private equity, clean energy infrastructure and private credit. Capital Dynamics offers a wide range of products including primary funds of funds, secondaries, direct investments, co-investments, customized separate accounts as well as structured private equity solutions. The firm has USD 15 billion in assets under management and advisement.
The firm was founded in 1999 and is headquartered in Zug, Switzerland. However, our history dates back to 1988 when the predecessor of Capital Dynamics commenced operations in Birmingham, UK (Westport Private Equity).
Over the past seven years, Capital Dynamics has expanded beyond private equity offerings. The firm established a clean energy infrastructure platform in 2010, for direct investments in real assets within the renewable energy sector. In 2017, a private credit asset business was launched that will leverage the firm's extensive general partner relationship network to originate and invest in private debt transactions for middle-market companies owned by private equity sponsors.
The investment management teams' Managing Directors and Directors average over 20 years of investing experience. We believe our experience and culture of innovation give us superior insight and help us deliver returns for our clients. We invest locally while operating globally from our New York, London, Zug, Tokyo, Hong Kong, San Francisco, Munich, Birmingham and Seoul offices.
For enquiries, contact:
Nicholas Rust |
Associate Vice President | Prosek Partners |
T: +1 646 502 4520 |
M: +1 917 439 0307 |
Disclaimer
Capital Dynamics comprises Capital Dynamics Holding AG and its affiliates. Capital Dynamics, Inc. is a registered investment advisor with the US Securities and Exchange Commission ("SEC"). Capital Dynamics Broker Dealer LLC. is a registered broker dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority. Capital Dynamics Limited is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom. For residents of the UK, this information is only directed at persons who have professional experience in matters relating to investments or who are high net worth persons, as those terms are defined in the Financial Services and Markets Act 2000. This press release is not an offer of securities for sale. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The information herein should not be considered investment advice and is not intended to substitute for the exercise of professional judgment.
1 All figures as of December 2017.
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SOURCE Capital Dynamics
SAN JOSE, Calif., Feb. 5, 2018 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) ("8point3" or the "Partnership") today announced it has entered into an Agreement and Plan of Merger and Purchase Agreement (the "Merger Agreement") with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, "Capital Dynamics"), pursuant to which Capital Dynamics will acquire 8point3 through an acquisition of 8point3 General Partner, LLC (the "General Partner"), the general partner of the Partnership (such transaction, the "GP Transfer"), all of the outstanding Class A shares in the Partnership and all of the outstanding common and subordinated units and incentive distribution rights in 8point3 Operating Company, LLC ("OpCo"), the Partnership's operating company (the "Proposed Transactions").
Pursuant to the Proposed Transactions, the Partnership's Class A shareholders and First Solar, Inc. (NASDAQ: FSLR) ("First Solar") and SunPower Corporation (NASDAQ: SPWR) ("SunPower" and, together with First Solar, the "Sponsors"), as holders of common and subordinated units in OpCo, will receive $12.35 per share or per unit in cash, plus a preset daily amount representing cash expected to be generated from December 1, 2017 through closing less any distributions received after the execution of the Merger Agreement and prior to closing. No consideration will be received by the Sponsors for the incentive distribution rights and the GP Transfer.
The completion of the Proposed Transactions is subject to a number of closing conditions, including approval by a majority of the outstanding 8point3 public Class A shareholders, the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, Federal Energy Regulatory Commission (FERC) Section 203 approval and the approval of the Committee on Foreign Investment in the United States (CFIUS). The Sponsors, which are the indirect owners of our General Partner and approximately 64.5 percent of OpCo's outstanding units, have executed an agreement to vote in support of the Proposed Transactions. Additionally, the Proposed Transactions are subject to certain other customary closing conditions.
"The Partnership announced today that the Sponsors' strategic review has concluded with the signing of a definitive agreement for the Partnership to be acquired by Capital Dynamics," said Chuck Boynton, CEO of 8point3. "This transaction is the culmination of a thorough and comprehensive strategic review process that determined that Capital Dynamics's offer was the most compelling proposal for all shareholders relative to other options, including the option to continue as a stand-alone company."
The Partnership was formed to be a growth-oriented limited partnership, owning, operating and acquiring solar energy generation projects, with the primary objective of generating predictable cash distributions that grow at a sustainable rate. The Partnership intended to achieve this objective by acquiring high-quality solar assets primarily developed by its Sponsors.
For the last several quarters, the ability of the Partnership to execute on its growth strategy has been very limited. The evolving nature of the solar industry has enabled the Sponsors' strategies of recycling capital faster and more efficiently by selling projects at a stage of construction and development that is earlier than best suited for the Partnership. In addition, the Partnership's higher cost of capital and difficulty in accessing the capital markets on a consistent basis resulted in several replacements of projects under the Right of First Offer (ROFO) arrangements, as well as the Partnership later waiving its rights to acquire a number of ROFO projects from the Sponsors, with such waived projects subsequently acquired by third party buyers at purchase prices higher than those offered to the Partnership. These challenges, among others, present strategic and financial implications for the Partnership's operations and prospects as a stand-alone public company without the Sponsors, and its resulting competitive position in the market for renewable energy assets.
Goldman Sachs is acting as financial advisor to SunPower, and BofA Merrill Lynch is acting as financial advisor to First Solar, and Evercore is acting as financial advisor to the Conflicts Committee. Baker Botts L.L.P. is acting as legal counsel to SunPower, Skadden, Arps, Slate, Meagher & Flom, LLP is acting as legal counsel to First Solar and Richards, Layton & Finger P.A. is acting as legal counsel to the Conflicts Committee.
Fourth Quarter 2017 Results
The Partnership also announced its fourth quarter and fiscal year 2017 results. 8point3 reported revenue of $15.8 million and $70.1 million, net income of $8.8 million and $39.2 million, Adjusted EBITDA of $26.2 million and $121.3 million, and cash available for distribution (CAFD) of $37.8 million and $111.9 million, respectively.
The Board of Directors of the General Partner also declared a cash distribution for its Class A shares of $0.2802 per share for the fourth quarter, which was paid January 12, 2018 to shareholders of record on January 2, 2018.
The Partnership did not utilize its $125 million at-the-market (ATM) equity offering program during the fourth quarter of fiscal year 2017.
Guidance
The Partnership's first quarter 2018 guidance is as follows: revenue of $9.0 million to $10.0 million, net income of $1.5 million to $3.5 million, Adjusted EBITDA of $7.5 million to $9.5 million, CAFD of $14.5 million to $16.5 million and a distribution of $0.2802 per share. The Partnership's first quarter 2018 guidance includes approximately $3.0 million in expenses related to the Proposed Transactions and approximately $12.3 million tax benefit from the Tax Cuts and Jobs Act signed into law December 22, 2017.
During the pendency of the Proposed Transactions, we intend to make quarterly distributions of $0.2802 per share, which maintains the distribution level at the end of the fiscal year ended November 30, 2017.
8point3 will host a conference call for investors to discuss the Proposed Transactions at 2:30 p.m. Pacific Time, on February 5, 2018. Investors can access the call by either dialing 517.623.4618 with the passcode 8point3 or listening to the webcast through 8point3's website at http://ir.8point3energypartners.com.
About 8point3
8point3 Energy Partners LP (NASDAQ:CAFD) is a limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects. 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, please visit: www.8point3energypartners.com.
About Capital Dynamics
Capital Dynamics, Inc. is an independent, global asset manager, investing in private equity, private credit and clean energy infrastructure. We are client-focused, tailoring solutions to meet investor requirements. The Firm manages investments through a broad range of products and opportunities including separate account solutions, investment funds and structured private equity products. Capital Dynamics currently has $15 billion in assets under management and advisement.
For 8point3 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 Sponsors' ownership interest in the Partnership, 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, net income, adjusted EBITDA, cash available for distribution and distributions, other future actions, conditions or events such as the 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 hereof, February 5, 2018, 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 our 2017 Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 5, 2018. 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.
Furthermore, among other risks and uncertainties, there can be no guarantee that the Proposed Transactions will be completed, or if they are completed, the time frame in which they will be completed. The Proposed Transactions are subject to the satisfaction of certain conditions contained in the Merger Agreement. The failure to complete the Proposed Transactions could disrupt certain of 8point3's plans, operations, business and employee relationships.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release contains information about the Proposed Transactions involving the Partnership and its subsidiaries and affiliates of Capital Dynamics. In connection with the Proposed Transactions, the Partnership will file with the SEC a proxy statement for the Partnership's shareholders. The Partnership will mail the final proxy statement to its shareholders. INVESTORS AND SHAREHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTNERSHIP, CAPITAL DYNAMICS, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders of the Partnership will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the Partnership through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders of the Partnership will be able to obtain free copies of documents filed by the Partnership with the SEC from the Partnership's website, www.8point3energypartners.com, under the heading "SEC Filings" in the "Investor Relations" tab.
PARTICIPANTS IN THE SOLICITATION
The Partnership and our General Partner's directors and executive officers, and First Solar and SunPower and their respective directors and executive officers, are deemed to be participants in the solicitation of proxies from the shareholders of the Partnership in respect of the Proposed Transactions. Information regarding the directors and executive officers of our General Partner, First Solar and SunPower is contained in our 2017 Form 10-K filed with the SEC on February 5, 2018, First Solar's 2016 Form 10-K filed with the SEC on February 22, 2017 and SunPower's 2016 Form 10-K filed with the SEC on February 17, 2017, respectively. Free copies of these documents may be obtained from the sources described above.
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 CAFD. 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 | |||||||
Consolidated Balance Sheets | |||||||
(In thousands, except share data) | |||||||
November 30, 2017 |
November 30, 2016 | ||||||
Assets |
|||||||
Current assets: |
|||||||
Cash and cash equivalents |
$ |
13,528 |
$ |
14,261 |
|||
Accounts receivable and short-term financing receivables, net |
5,572 |
5,401 |
|||||
Prepaid and other current assets1 |
16,990 |
15,745 |
|||||
Total current assets |
36,090 |
35,407 |
|||||
Property and equipment, net |
713,284 |
720,132 |
|||||
Long-term financing receivables, net |
76,201 |
80,014 |
|||||
Investments in unconsolidated affiliates |
768,258 |
475,078 |
|||||
Other long-term assets |
15,372 |
24,432 |
|||||
Total assets |
$ |
1,609,205 |
$ |
1,335,063 |
|||
Liabilities and Equity |
|||||||
Current liabilities: |
|||||||
Accounts payable and other current liabilities1 |
$ |
4,394 |
$ |
23,771 |
|||
Short-term debt and financing obligations1 |
2,229 |
1,964 |
|||||
Deferred revenue, current portion |
1,025 |
870 |
|||||
Total current liabilities |
7,648 |
26,605 |
|||||
Long-term debt and financing obligations1 |
689,847 |
384,436 |
|||||
Deferred revenue, net of current portion |
123 |
308 |
|||||
Deferred tax liabilities |
37,318 |
30,733 |
|||||
Asset retirement obligations |
14,970 |
13,448 |
|||||
Other long-term liabilities |
1,945 |
— |
|||||
Total liabilities |
751,851 |
455,530 |
|||||
Redeemable noncontrolling interests |
17,346 |
17,624 |
|||||
Equity: |
|||||||
Class A shares, 28,088,673 and 28,072,680 issued and outstanding as of November 30, 2017 and November 30, 2016, respectively |
249,363 |
249,138 |
|||||
Class B shares, 51,000,000 issued and outstanding as of November 30, 2017 and November 30, 2016 |
— |
— |
|||||
Accumulated earnings |
4,595 |
22,440 |
|||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
253,958 |
271,578 |
|||||
Noncontrolling interests |
586,050 |
590,331 |
|||||
Total equity |
840,008 |
861,909 |
|||||
Total liabilities and equity |
$ |
1,609,205 |
$ |
1,335,063 |
1The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the consolidated balance sheets were $0.7 million and $0.9 million as of November 30, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Accounts payable and other current liabilities" in the consolidated balance sheets were $0.1 million and $19.7 million due to Sponsors as of November 30, 2017 and November 30, 2016, respectively, and $0.9 million and $1.0 million due to tax equity investors as of November 30, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Short-term debt and financing obligations" and "Long-term debt and financing obligations" in the consolidated balance sheets were $2.2 million and $47.4 million, respectively, as of November 30, 2017, and $2.0 million and zero, respectively, as of November 30, 2016. |
8point3 Energy Partners LP | |||||||||||
Consolidated Statements of Operations | |||||||||||
(In thousands, except per share data) | |||||||||||
Year Ended |
Eleven Months Ended | ||||||||||
November 30, 2017 |
November 30, 2016 |
November 30, 2015 | |||||||||
Revenues: |
|||||||||||
Operating revenues1 |
$ |
70,089 |
$ |
61,198 |
$ |
10,660 |
|||||
Total revenues |
70,089 |
61,198 |
10,660 |
||||||||
Operating costs and expenses1: |
|||||||||||
Cost of operations |
8,450 |
6,959 |
2,624 |
||||||||
Cost of operations—SunPower, prior to IPO |
— |
— |
468 |
||||||||
Selling, general and administrative |
9,732 |
7,003 |
10,702 |
||||||||
Depreciation and accretion |
28,070 |
22,792 |
4,291 |
||||||||
Acquisition-related transaction costs |
56 |
2,271 |
212 |
||||||||
Total operating costs and expenses |
46,308 |
39,025 |
18,297 |
||||||||
Operating income (loss) |
23,781 |
22,173 |
(7,637) |
||||||||
Other expense (income): |
|||||||||||
Interest expense |
23,497 |
12,081 |
1,860 |
||||||||
Interest income |
(1,198) |
(1,203) |
(1,470) |
||||||||
Other expense (income) |
(971) |
(1,518) |
12,536 |
||||||||
Total other expense, net |
21,328 |
9,360 |
12,926 |
||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees |
2,453 |
12,813 |
(20,563) |
||||||||
Income tax provision |
(6,587) |
(18,244) |
(12,503) |
||||||||
Equity in earnings of unconsolidated investees |
43,379 |
18,341 |
9,055 |
||||||||
Net income (loss) |
39,245 |
12,910 |
(24,011) |
||||||||
Less: Predecessor loss prior to IPO on June 24, 2015 |
— |
— |
(20,095) |
||||||||
Net income (loss) subsequent to IPO |
39,245 |
12,910 |
(3,916) |
||||||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests |
27,838 |
(14,191) |
(22,642) |
||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
11,407 |
$ |
27,101 |
$ |
18,726 |
|||||
Net income per Class A share: |
|||||||||||
Basic |
$ |
0.41 |
$ |
1.27 |
$ |
0.94 |
|||||
Diluted |
$ |
0.41 |
$ |
1.27 |
$ |
0.94 |
|||||
Distributions per Class A share: |
$ |
1.04 |
$ |
0.91 |
$ |
0.16 |
|||||
Weighted average number of Class A shares: |
|||||||||||
Basic |
28,079 |
21,420 |
20,002 |
||||||||
Diluted |
43,579 |
36,920 |
35,034 |
1The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the consolidated statement of operations were $5.2 million, $5.2 million and $2.3 million in fiscal 2017, 2016 and 2015, respectively. Related party transactions recorded within "Operating costs and expenses" in the consolidated statement of operations were $8.4 million, $7.0 million and $1.4 million in fiscal 2017, 2016 and 2015, respectively. Related party transactions recorded within "Other expense (income)" in the consolidated statement of operations were $0.3 million in fiscal 2017, and zero in both fiscal 2016 and 2015. |
8point3 Energy Partners LP | |||||||||||
Consolidated Statements of Cash Flows | |||||||||||
(In thousands) | |||||||||||
Year Ended |
Eleven Months Ended | ||||||||||
November 30, 2017 |
November 30, 2016 |
November 30, 2015 | |||||||||
Cash flows from operating activities: |
|||||||||||
Net income (loss) |
$ |
39,245 |
$ |
12,910 |
$ |
(24,011) |
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|||||||||||
Depreciation, amortization and accretion |
28,500 |
22,880 |
4,291 |
||||||||
Unrealized loss (gain) on interest rate swap |
(706) |
(1,508) |
611 |
||||||||
Interest expense on financing obligation |
— |
— |
1,193 |
||||||||
Loss on termination of financing obligation |
— |
— |
6,477 |
||||||||
Reserve for rebates receivable |
— |
— |
1,338 |
||||||||
Distributions from unconsolidated investees |
43,379 |
18,075 |
6,766 |
||||||||
Equity in earnings of unconsolidated investees |
(43,379) |
(18,341) |
(9,055) |
||||||||
Deferred income taxes |
6,585 |
18,242 |
12,491 |
||||||||
Share-based compensation |
225 |
224 |
112 |
||||||||
Amortization of debt issuance costs |
983 |
626 |
— |
||||||||
Other, net |
131 |
370 |
328 |
||||||||
Changes in operating assets and liabilities: |
|||||||||||
Accounts receivable and financing receivable, net |
3,801 |
1,481 |
46 |
||||||||
Cash grants receivable |
— |
— |
146 |
||||||||
Rebates receivable |
— |
— |
(121) |
||||||||
Solar power systems to be leased under sales type leases |
— |
— |
197 |
||||||||
Prepaid and other assets |
7,827 |
(1,435) |
(4,258) |
||||||||
Deferred revenue |
(21) |
(59) |
(118) |
||||||||
Accounts payable and other liabilities |
2,098 |
1,171 |
5,403 |
||||||||
Net cash provided by operating activities |
88,668 |
54,636 |
1,836 |
||||||||
Cash flows from investing activities: |
|||||||||||
Cash provided by (used in) purchases of property and equipment, net |
(346) |
1,167 |
(223,688) |
||||||||
Cash paid for acquisitions |
(317,558) |
(284,797) |
— |
||||||||
Distributions from unconsolidated investees |
36,908 |
11,629 |
4,672 |
||||||||
Net cash used in investing activities |
(280,996) |
(272,001) |
(219,016) |
||||||||
Cash flows from financing activities: |
|||||||||||
Proceeds from issuance of Class A shares, net of issuance costs |
— |
113,325 |
393,750 |
||||||||
Proceeds from issuance of bank loans, net of issuance costs |
284,008 |
86,567 |
461,192 |
||||||||
Proceeds from issuance of Short-Term Note to First Solar |
— |
— |
1,964 |
||||||||
Repayment of bank loans |
(27,000) |
— |
(264,143) |
||||||||
Repayment of Short-Term Note to First Solar |
(1,964) |
— |
— |
||||||||
Capital contributions from SunPower |
— |
9,973 |
341,694 |
||||||||
Capital distributions to SunPower |
— |
— |
(3,163) |
||||||||
Cash distribution to First Solar at IPO |
— |
— |
(283,697) |
||||||||
Cash distribution to SunPower at IPO |
— |
— |
(371,527) |
||||||||
Cash distribution to SunPower for the remaining purchase price payments of initial projects |
— |
— |
(202,680) |
||||||||
Cash distribution to Class A shareholders |
(29,252) |
(20,241) |
(3,146) |
||||||||
Cash distributions to Sponsors as OpCo unitholders |
(53,132) |
(12,271) |
— |
||||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
28,388 |
3,671 |
203,717 |
||||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(9,453) |
(6,179) |
— |
||||||||
Net cash provided by financing activities |
191,595 |
174,845 |
273,961 |
||||||||
Net increase (decrease) in cash and cash equivalents |
(733) |
(42,520) |
56,781 |
||||||||
Cash and cash equivalents, beginning of period |
14,261 |
56,781 |
— |
||||||||
Cash and cash equivalents, end of period |
$ |
13,528 |
$ |
14,261 |
$ |
56,781 |
|||||
Non-cash transactions: |
|||||||||||
Assignment of financing receivables to a third-party financial institution |
$ |
— |
$ |
— |
$ |
1,279 |
|||||
Property and equipment acquisitions funded by liabilities |
— |
19,538 |
— |
||||||||
Property and equipment additions funded by SunPower post-IPO |
— |
— |
50,683 |
||||||||
Settlement of related party payable by capital contribution from tax equity investor |
— |
46,837 |
— |
||||||||
Predecessor liabilities assumed by SunPower |
— |
— |
48,588 |
||||||||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
909 |
975 |
— |
||||||||
Issuance by OpCo of OpCo common units, subordinated units and IDRs for acquisition of interests in First Solar Project Entities |
— |
— |
408,820 |
||||||||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition |
49,631 |
— |
— |
||||||||
Supplemental disclosures: |
|||||||||||
Cash paid for interest, net of amounts capitalized |
22,000 |
11,525 |
437 |
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 CAFD.
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, interest income, 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 CAFD, 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 payments on any project-level indebtedness plus cash distributions from unconsolidated affiliates, indemnity payments and promissory notes from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 CAFD 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 generate sustainable distributions. In addition, when evaluating a potential acquisition, our management team projects expected CAFD to determine whether to make such acquisition. The U.S. GAAP measure most directly comparable to CAFD is net income (loss).
However, CAFD 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. CAFD 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 CAFD are not necessarily comparable to CAFD 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and CAFD:
8point3 Energy Partners LP |
|||||||||||||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA and CAFD |
|||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||
Three Months Ended |
Year Ended |
Eleven Months Ended | |||||||||||||||||||||
(in thousands) |
November 30, 2017 |
August 31, 2017 |
November 30, 2016 |
November 30, 2017 |
November 30, 2016 |
November 30, 2015 | |||||||||||||||||
Net income (loss) |
$ |
8,760 |
$ |
28,662 |
$ |
4,250 |
$ |
39,245 |
$ |
12,910 |
$ |
(24,011) |
|||||||||||
Add (Less): |
|||||||||||||||||||||||
Interest expense, net of interest income |
5,739 |
5,756 |
2,664 |
22,299 |
10,870 |
390 |
|||||||||||||||||
Income tax provision (benefit) |
(1,273) |
5,012 |
2,963 |
6,587 |
18,244 |
12,503 |
|||||||||||||||||
Depreciation, amortization and accretion |
7,302 |
7,327 |
6,556 |
28,500 |
22,880 |
4,291 |
|||||||||||||||||
Share-based compensation |
57 |
56 |
56 |
225 |
224 |
112 |
|||||||||||||||||
Acquisition-related transaction costs (1) |
6 |
19 |
10 |
56 |
2,271 |
212 |
|||||||||||||||||
Selling, general and administrative (2) |
— |
— |
— |
— |
— |
6,372 |
|||||||||||||||||
Loss on cash flow hedges related to Quinto interest rate swaps |
— |
— |
— |
— |
— |
5,448 |
|||||||||||||||||
Loss on termination of residential financing obligations |
— |
— |
— |
— |
— |
6,477 |
|||||||||||||||||
Unrealized loss (gain) on derivatives (3) |
(357) |
284 |
(972) |
(706) |
(1,508) |
611 |
|||||||||||||||||
Add proportionate share from equity method investments (4) |
|||||||||||||||||||||||
Interest expense, net of interest income |
(351) |
141 |
(375) |
89 |
(524) |
(165) |
|||||||||||||||||
Depreciation, amortization and accretion |
6,335 |
6,224 |
3,142 |
25,007 |
10,825 |
5,212 |
|||||||||||||||||
Adjusted EBITDA |
$ |
26,218 |
$ |
53,481 |
$ |
18,294 |
$ |
121,302 |
$ |
76,192 |
$ |
17,452 |
|||||||||||
Less: |
|||||||||||||||||||||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5) |
(16,076) |
(29,687) |
(7,604) |
(68,475) |
(28,642) |
(14,102) |
|||||||||||||||||
Cash interest paid (6) |
(5,838) |
(5,930) |
(3,000) |
(22,195) |
(12,176) |
(4,502) |
|||||||||||||||||
Maintenance capital expenditures |
(25) |
(177) |
(50) |
(202) |
(50) |
— |
|||||||||||||||||
Cash distributions to non-controlling interests |
(2,693) |
(2,599) |
(2,412) |
(9,453) |
(6,142) |
— |
|||||||||||||||||
Short-Term Note (9) |
— |
— |
— |
(1,964) |
— |
— |
|||||||||||||||||
Add: |
|||||||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
33,820 |
17,169 |
14,054 |
80,287 |
30,129 |
10,902 |
|||||||||||||||||
Indemnity payment from Sponsors (8) |
50 |
41 |
279 |
183 |
10,316 |
3,900 |
|||||||||||||||||
Short-Term Note (9) |
— |
— |
— |
— |
— |
1,964 |
|||||||||||||||||
Test electricity generation (10) |
— |
1 |
— |
33 |
421 |
5,576 |
|||||||||||||||||
Cash proceeds from sales-type residential leases, net (11) |
765 |
746 |
647 |
2,877 |
2,548 |
2,730 |
|||||||||||||||||
State and local rebates (12) |
— |
— |
— |
— |
299 |
— |
|||||||||||||||||
Cash proceeds for reimbursable network upgrade costs (13) |
1,626 |
125 |
222 |
9,504 |
222 |
— |
|||||||||||||||||
CAFD |
$ |
37,847 |
$ |
33,170 |
$ |
20,430 |
$ |
111,897 |
$ |
73,117 |
$ |
23,920 |
(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. Costs incurred by the Partnership as a result of the strategic evaluation of the Proposed Transactions totaling $2.1 million in fiscal 2017 was not excluded to calculate Adjusted EBITDA and CAFD. |
(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, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included on our consolidated statements of operations. |
(6) |
Represents cash interest payments related to OpCo's senior secured credit facility and the Stateline Promissory Note. 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, the Lost Hills Blackwell Project, and the Henrietta Project and its 34% interest in the Stateline Project. |
(8) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(9) |
Represents the Short-Term Note, a promissory note from First Solar. |
(10) |
For fiscal 2017, test electricity generation represents the sale of electricity that was generated prior to COD by the Macy's Maryland Project. For fiscal 2016, test electricity generation represents the sale of electricity that was generated prior to COD by the Kingbird Project. For fiscal 2015, test electricity generation represents the sale of electricity that was generated prior to COD by the Quinto Project, the RPU Project, the UC Davis Project and the Macy's California Project. Solar power 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. |
(11) |
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. |
(12) |
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. |
(13) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project. |
8point3 Energy Partners LP | ||||||||
FY 2018 Q1 Guidance | ||||||||
Reconciliation of Net Income to Adjusted EBITDA and CAFD | ||||||||
(in millions) |
Low |
High | ||||||
Net income |
$ |
1.5 |
$ |
3.5 |
||||
Add (Less): |
||||||||
Interest expense, net of interest income |
6.1 |
6.1 |
||||||
Income tax benefit |
(13.7) |
(13.7) |
||||||
Depreciation, amortization and accretion |
7.2 |
7.2 |
||||||
Share-based compensation |
0.1 |
0.1 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
6.3 |
6.3 |
||||||
Adjusted EBITDA |
$ |
7.5 |
$ |
9.5 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(6.2) |
(6.2) |
||||||
Cash interest paid |
(6.1) |
(6.1) |
||||||
Cash distributions to non-controlling interests |
(2.1) |
(2.1) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
17.6 |
17.6 |
||||||
Cash proceeds for reimbursable network upgrade costs |
3.1 |
3.1 |
||||||
Cash proceeds from sales-type residential leases |
0.7 |
0.7 |
||||||
CAFD |
$ |
14.5 |
$ |
16.5 |
(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. |
View original content with multimedia:http://www.prnewswire.com/news-releases/8point3-enters-into-a-definitive-agreement-to-be-acquired-by-capital-dynamics-300593750.html
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Dec. 20, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2802 per share for the fourth quarter of 2017. This represents an increase of 3.0 percent over the previous quarter's distribution of $0.2721 per share. The fourth quarter distribution will be paid on January 12, 2018 to shareholders of record as of January 2, 2018.
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.
View original content with multimedia:http://www.prnewswire.com/news-releases/8point3-energy-partners-declares-30-percent-increase-in-quarterly-distribution-300574130.html
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Oct. 4, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its third fiscal quarter ended August 31, 2017.
For the third quarter of fiscal 2017, 8point3 Energy Partners reported revenue of $27.7 million, net income of $28.7 million, Adjusted EBITDA of $53.5 million and cash available for distribution (CAFD) of $33.2 million.
"The stable performance of our high-quality solar portfolio enabled us to exceed our financial goals for the quarter and raise our quarterly distribution for the ninth consecutive quarter," said Chuck Boynton, 8point3 Energy Partners' CEO. "We expect that our current portfolio of interests in 946 megawatts (MW) of U.S. solar assets will generate annual CAFD of more than $106 million in 2017.
"Also, our sponsors' strategic review related to their partnership interests in 8point3 is continuing. As SunPower announced last quarter, it has joined First Solar in its desire to sell its ownership stake in 8point3 though, as previously noted, there can be no assurances that a transaction will be consummated," concluded Boynton.
Additionally, during the quarter, the Board of Directors of the Partnership's general partner waived the negotiating period related to the offering of SunPower's 100-MW Boulder Solar 1 Right of First Offer (ROFO) project. As a result of this waiver, SunPower has the right to offer and sell this project to a third party in accordance with the terms of the ROFO Agreement.
The Board of Directors of the Partnership's general partner also declared a cash distribution for its Class A shares of $0.2721 per share for the third quarter. The third quarter distribution will be paid on October 13, 2017 to shareholders of record as of October 3, 2017.
"We were pleased with our third quarter results as our portfolio continued to perform as expected," said Bryan Schumaker, 8point3 Energy Partners' chief financial officer. "We are well positioned to meet our financial and operational goals for this year and remain committed to maintaining our 12 percent targeted distribution growth rate for 2017."
The Partnership did not utilize its $125 million at-the-market (ATM) equity offering program during the third quarter.
Guidance
The Partnership's fourth quarter 2017 guidance is as follows: revenue of $12.0 million to $15.0 million, net income of $1.5 million to $4.0 million, Adjusted EBITDA of $22.0 million to $25.0 million, CAFD of $32.0 million to $35.0 million and a distribution of $0.2802 per share, a forecasted increase of 3.0 percent compared to the Q3 2017 distribution.
As a result of its consistent asset performance, the Partnership is raising its fiscal year 2017 guidance. The Partnership now expects revenue of $66.5 million to $69.5 million, net income of $32.0 million to $34.5 million, Adjusted EBITDA of $117.0 million to $120.0 million and CAFD of $106.0 million to $109.0 million. The Partnership also reiterates its expected distribution growth rate of 12 percent for fiscal year 2017.
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 sponsors' ownership interest in the Partnership, 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, net income, 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, October 4, 2017, 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 Annual Report on Form 10-K for the fiscal year ended November 30, 2016, filed with the Securities and Exchange Commission on January 26, 2017 and the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017, filed with the Securities and Exchange Commission on June 29, 2017. 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 CAFD. 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, 2017 |
November 30, 2016 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
10,361 |
$ |
14,261 |
||||
Accounts receivable and short-term financing receivables, net |
10,882 |
5,401 |
||||||
Prepaid and other current assets1 |
12,312 |
15,745 |
||||||
Total current assets |
33,555 |
35,407 |
||||||
Property and equipment, net |
719,868 |
720,132 |
||||||
Long-term financing receivables, net |
77,484 |
80,014 |
||||||
Investments in unconsolidated affiliates |
791,985 |
475,078 |
||||||
Other long-term assets |
21,459 |
24,432 |
||||||
Total assets |
$ |
1,644,351 |
$ |
1,335,063 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities1 |
$ |
6,565 |
$ |
23,771 |
||||
Short-term debt and financing obligations1 |
2,201 |
1,964 |
||||||
Deferred revenue, current portion |
1,527 |
870 |
||||||
Total current liabilities |
10,293 |
26,605 |
||||||
Long-term debt and financing obligations1 |
709,989 |
384,436 |
||||||
Deferred revenue, net of current portion |
128 |
308 |
||||||
Deferred tax liabilities |
38,591 |
30,733 |
||||||
Asset retirement obligations |
14,796 |
13,448 |
||||||
Other long-term liabilities |
1,853 |
— |
||||||
Total liabilities |
775,650 |
455,530 |
||||||
Redeemable noncontrolling interests |
17,346 |
17,624 |
||||||
Equity: |
||||||||
Class A shares, 28,084,935 and 28,072,680 issued and outstanding as of August 31, 2017 and November 30, 2016, respectively |
249,306 |
249,138 |
||||||
Class B shares, 51,000,000 issued and outstanding as of August 31, 2017 and November 30, 2016 |
— |
— |
||||||
Accumulated earnings |
12,550 |
22,440 |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
261,856 |
271,578 |
||||||
Noncontrolling interests |
589,499 |
590,331 |
||||||
Total equity |
851,355 |
861,909 |
||||||
Total liabilities and equity |
$ |
1,644,351 |
$ |
1,335,063 |
1 |
The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the unaudited condensed consolidated balance sheets were $0.8 million and $0.9 million as of August 31, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Accounts payable and other current liabilities" in the unaudited condensed consolidated balance sheets were $3.5 million and $19.7 million due to Sponsors as of August 31, 2017 and November 30, 2016, respectively, and $0.9 million and $1.0 million due to tax equity investors as of August 31, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Short-term debt and financing obligations" and "Long-term debt and financing obligations" in the unaudited condensed consolidated balance sheets were $2.2 million and $47.8 million, respectively, as of August 31, 2017, and $2.0 million and zero, respectively, as of November 30, 2016. |
8point3 Energy Partners LP | |||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||
(In thousands, except per share data) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three Months Ended |
Nine Months Ended | ||||||||||||||
August 31, 2017 |
August 31, 2016 |
August 31, 2017 |
August 31, 2016 | ||||||||||||
Revenues: |
|||||||||||||||
Operating revenues1 |
$ |
27,744 |
$ |
26,116 |
$ |
54,319 |
$ |
46,735 |
|||||||
Total revenues |
27,744 |
26,116 |
54,319 |
46,735 |
|||||||||||
Operating costs and expenses1: |
|||||||||||||||
Cost of operations |
2,064 |
1,928 |
6,396 |
4,953 |
|||||||||||
Selling, general and administrative |
2,050 |
1,804 |
5,894 |
5,096 |
|||||||||||
Depreciation and accretion |
7,220 |
6,311 |
20,875 |
16,325 |
|||||||||||
Acquisition-related transaction costs |
19 |
599 |
50 |
2,261 |
|||||||||||
Total operating costs and expenses |
11,353 |
10,642 |
33,215 |
28,635 |
|||||||||||
Operating income |
16,391 |
15,474 |
21,104 |
18,100 |
|||||||||||
Other expense (income): |
|||||||||||||||
Interest expense |
6,060 |
3,199 |
17,429 |
9,123 |
|||||||||||
Interest income |
(304) |
(296) |
(869) |
(909) |
|||||||||||
Other expense (income) |
283 |
(291) |
(514) |
(551) |
|||||||||||
Total other expense, net |
6,039 |
2,612 |
16,046 |
7,663 |
|||||||||||
Income before income taxes and equity in earnings of unconsolidated investees |
10,352 |
12,862 |
5,058 |
10,437 |
|||||||||||
Income tax provision |
(5,012) |
(5,063) |
(7,860) |
(15,281) |
|||||||||||
Equity in earnings of unconsolidated investees |
23,322 |
8,075 |
33,287 |
13,504 |
|||||||||||
Net income |
28,662 |
15,874 |
30,485 |
8,660 |
|||||||||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests |
21,189 |
8,281 |
18,765 |
(14,263) |
|||||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
7,473 |
$ |
7,593 |
$ |
11,720 |
$ |
22,923 |
|||||||
Net income per Class A share: |
|||||||||||||||
Basic |
$ |
0.27 |
$ |
0.38 |
$ |
0.42 |
$ |
1.15 |
|||||||
Diluted |
$ |
0.27 |
$ |
0.38 |
$ |
0.42 |
$ |
1.15 |
|||||||
Distributions per Class A share: |
$ |
0.26 |
$ |
0.23 |
$ |
0.77 |
$ |
0.67 |
|||||||
Weighted average number of Class A shares: |
|||||||||||||||
Basic |
28,081 |
20,015 |
28,077 |
20,011 |
|||||||||||
Diluted |
43,581 |
35,515 |
43,577 |
35,511 |
1 |
The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the unaudited condensed consolidated statement of operations were $1.3 million for each of the three months ended August 31, 2017 and August 31, 2016, and $3.9 million for each of the nine months ended August 31, 2017 and August 31, 2016. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $2.1 million and $1.9 million for the three months ended August 31, 2017 and August 31, 2016, respectively, and $6.3 million and $5.0 million for the nine months ended August 31, 2017 and August 31, 2016, respectively. |
8point3 Energy Partners LP | ||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
(In thousands) | ||||||||
(Unaudited) | ||||||||
Nine Months Ended | ||||||||
August 31, 2017 |
August 31, 2016 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
30,485 |
$ |
8,660 |
||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation, amortization and accretion |
21,198 |
16,325 |
||||||
Unrealized gain on interest rate swap |
(349) |
(536) |
||||||
Distributions from unconsolidated investees |
32,892 |
15,130 |
||||||
Equity in earnings of unconsolidated investees |
(33,287) |
(13,504) |
||||||
Deferred income taxes |
7,858 |
15,281 |
||||||
Share-based compensation |
168 |
168 |
||||||
Amortization of debt issuance costs |
737 |
442 |
||||||
Other, net |
1 |
270 |
||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable and financing receivable, net |
(2,830) |
(4,290) |
||||||
Prepaid and other assets |
6,170 |
(1,398) |
||||||
Deferred revenue |
482 |
467 |
||||||
Accounts payable and other liabilities |
734 |
806 |
||||||
Net cash provided by operating activities |
64,259 |
37,821 |
||||||
Cash flows from investing activities: |
||||||||
Cash provided by (used in) purchases of property and equipment, net |
(314) |
1,415 |
||||||
Cash paid for acquisitions |
(313,183) |
(124,326) |
||||||
Distributions from unconsolidated investees |
13,575 |
653 |
||||||
Net cash used in investing activities |
(299,922) |
(122,258) |
||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of Class A shares, net of issuance costs |
— |
(201) |
||||||
Proceeds from issuance of bank loans, net of issuance costs |
283,999 |
64,991 |
||||||
Repayment of bank loans |
(7,000) |
— |
||||||
Repayment of promissory note to First Solar |
(1,964) |
— |
||||||
Capital contributions from SunPower |
— |
9,973 |
||||||
Cash distribution to Class A shareholders |
(21,610) |
(13,487) |
||||||
Cash distributions to Sponsors as OpCo unit holders |
(39,255) |
— |
||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
24,353 |
372 |
||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(6,760) |
(4,102) |
||||||
Net cash provided by financing activities |
231,763 |
57,546 |
||||||
Net decrease in cash and cash equivalents |
(3,900) |
(26,891) |
||||||
Cash and cash equivalents, beginning of period |
14,261 |
56,781 |
||||||
Cash and cash equivalents, end of period |
$ |
10,361 |
$ |
29,890 |
||||
Non-cash transactions: |
||||||||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition |
$ |
50,000 |
$ |
— |
||||
Property and equipment acquisitions funded by liabilities |
2,618 |
17,410 |
||||||
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 |
923 |
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 CAFD.
Adjusted EBITDA.
We define Adjusted EBITDA as net income 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. 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 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.
Cash Available for Distribution.
We use CAFD, 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 payments on any project-level indebtedness plus cash distributions from unconsolidated affiliates, indemnity payments and promissory notes from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 CAFD 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 distributions. In addition, CAFD is used by our management team for determining future acquisitions and managing our growth. The U.S. GAAP measure most directly comparable to CAFD is net income.
However, CAFD 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. CAFD is a non-U.S. GAAP measure and should not be considered an alternative to net income 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 CAFD are not necessarily comparable to CAFD as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income.
The following table presents a reconciliation of net income to Adjusted EBITDA and CAFD for the three months ended August 31, 2017, May 31, 2017 and August 31, 2016, respectively, and nine months ended August 31, 2017 and August 31, 2016, respectively:
8point3 Energy Partners LP | |||||||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA and CAFD | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three Months Ended |
Nine Months Ended | ||||||||||||||||||
(in thousands) |
August 31, 2017 |
May 31, 2017 |
August 31, 2016 |
August 31, 2017 |
August 31, 2016 | ||||||||||||||
Net income |
$ |
28,662 |
$ |
7,143 |
$ |
15,874 |
$ |
30,485 |
$ |
8,660 |
|||||||||
Add (Less): |
|||||||||||||||||||
Interest expense, net of interest income |
5,756 |
5,580 |
2,903 |
16,560 |
8,206 |
||||||||||||||
Income tax provision |
5,012 |
2,315 |
5,063 |
7,860 |
15,281 |
||||||||||||||
Depreciation, amortization and accretion |
7,327 |
7,000 |
6,311 |
21,198 |
16,325 |
||||||||||||||
Share-based compensation |
56 |
56 |
56 |
168 |
168 |
||||||||||||||
Acquisition-related transaction costs (1) |
19 |
18 |
599 |
50 |
2,261 |
||||||||||||||
Unrealized gain (loss) on derivatives (2) |
284 |
37 |
(285) |
(349) |
(536) |
||||||||||||||
Add proportionate share from equity method investments (3) |
|||||||||||||||||||
Interest expense, net of interest income |
141 |
169 |
(54) |
440 |
(149) |
||||||||||||||
Depreciation, amortization and accretion |
6,224 |
6,224 |
2,397 |
18,672 |
7,683 |
||||||||||||||
Adjusted EBITDA |
$ |
53,481 |
$ |
28,542 |
$ |
32,864 |
$ |
95,084 |
$ |
57,899 |
|||||||||
Less: |
|||||||||||||||||||
Equity in earnings of unconsolidated affiliates, net with (3) above (4) |
(29,687) |
(15,752) |
(10,418) |
(52,399) |
(21,038) |
||||||||||||||
Cash interest paid (5) |
(5,930) |
(5,666) |
(3,278) |
(16,357) |
(9,176) |
||||||||||||||
Cash distributions to non-controlling interests |
(2,599) |
(2,276) |
(2,826) |
(6,760) |
(3,730) |
||||||||||||||
Maintenance capital expenditures |
(177) |
— |
— |
(177) |
— |
||||||||||||||
Short-term note (6) |
— |
— |
— |
(1,964) |
— |
||||||||||||||
Add: |
|||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
17,169 |
11,587 |
7,018 |
46,467 |
16,075 |
||||||||||||||
Indemnity payment from Sponsors (8) |
41 |
27 |
64 |
133 |
10,037 |
||||||||||||||
State and local rebates (9) |
— |
— |
— |
— |
299 |
||||||||||||||
Cash proceeds from sales-type residential leases (10) |
746 |
695 |
630 |
2,112 |
1,901 |
||||||||||||||
Test electricity generation (11) |
1 |
22 |
— |
33 |
421 |
||||||||||||||
Cash proceeds for reimbursable network upgrade costs (12) |
125 |
1,630 |
— |
7,878 |
— |
||||||||||||||
CAFD |
$ |
33,170 |
$ |
18,809 |
$ |
24,054 |
$ |
74,050 |
$ |
52,688 |
(1) |
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased and expected to be purchased by us in the future. |
(2) |
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges. |
(3) |
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
(4) |
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included on our unaudited condensed consolidated statements of operations. |
(5) |
Represents cash interest payments related to OpCo's senior secured credit facility and the Stateline Promissory Note. |
(6) |
Represents repayment of promissory note to First Solar. |
(7) |
Cash distributions from unconsolidated affiliates represent the cash received by OpCo with respect to its 49% interest in the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and its 34% interest in the Stateline Project. |
(8) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(9) |
State and local rebates represent cash received from state or local governments for owning certain solar power systems. The receipt of state and local rebates is accounted for as a reduction in the asset carrying value rather than operating revenue. |
(10) |
Cash proceeds from sales-type residential leases, net, represent gross rental cash receipts for sales-type leases, less sales-type revenue and lease interest income that is already reflected in net income during the period. The corresponding revenue for such leases was recognized in the period in which such lease was placed in service, rather than in the period in which the rental payment was received, due to the characterization of these leases under U.S. GAAP. |
(11) |
For the three and nine months ended August 31, 2017, test electricity generation represents the sale of electricity that was generated prior to COD by the Macy's Maryland Project. For the nine months ended August 31, 2016, test electricity generation represents the sale of electricity that was generated prior to COD by the Kingbird Project. Solar systems may begin generating electricity prior to COD as a result of the installation and interconnection of individual solar modules, which occurs over time during the construction and commission period. The sale of test electricity generation is accounted for as a reduction in the asset carrying value rather than operating revenue prior to COD, even though it generates cash for the related Project Entity. |
(12) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project. |
8point3 Energy Partners LP | ||||||||
FY 2017 Q4 Guidance | ||||||||
Reconciliation of Net Income to Adjusted EBITDA and CAFD | ||||||||
(in millions) |
Low |
High | ||||||
Net income |
$ |
1.5 |
$ |
4.0 |
||||
Add: |
||||||||
Interest expense, net of interest income |
6.5 |
6.5 |
||||||
Income tax provision |
0.3 |
0.8 |
||||||
Depreciation, amortization and accretion |
7.3 |
7.3 |
||||||
Share-based compensation |
0.1 |
0.1 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
6.3 |
6.3 |
||||||
Adjusted EBITDA |
$ |
22.0 |
$ |
25.0 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(13.5) |
(14.0) |
||||||
Cash interest paid |
(6.5) |
(6.5) |
||||||
Cash distributions to non-controlling interests |
(2.4) |
(2.4) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
30.5 |
30.5 |
||||||
Cash proceeds for reimbursable network upgrade costs |
1.0 |
1.5 |
||||||
Cash proceeds from sales-type residential leases |
0.9 |
0.9 |
||||||
CAFD |
$ |
32.0 |
$ |
35.0 |
(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. |
8point3 Energy Partners LP | ||||||||
FY 2017 Guidance | ||||||||
Reconciliation of Net Income to Adjusted EBITDA and CAFD | ||||||||
(in millions) |
Low |
High | ||||||
Net income |
$ |
32.0 |
$ |
34.5 |
||||
Add: |
||||||||
Interest expense, net of interest income |
23.1 |
23.1 |
||||||
Income tax provision |
8.1 |
8.6 |
||||||
Depreciation, amortization and accretion |
28.5 |
28.5 |
||||||
Share-based compensation |
0.2 |
0.2 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
25.1 |
25.1 |
||||||
Adjusted EBITDA |
$ |
117.0 |
$ |
120.0 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(65.9) |
(66.4) |
||||||
Cash interest paid |
(22.9) |
(22.9) |
||||||
Cash distributions to non-controlling interests |
(9.2) |
(9.2) |
||||||
Short-term note |
(2.0) |
(2.0) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
77.0 |
77.0 |
||||||
Cash proceeds for reimbursable network upgrade costs |
8.9 |
9.4 |
||||||
Cash proceeds from sales-type residential leases |
3.1 |
3.1 |
||||||
CAFD |
$ |
106.0 |
$ |
109.0 |
(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. |
View original content with multimedia:http://www.prnewswire.com/news-releases/8point3-energy-partners-reports-third-quarter-2017-results-300531263.html
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 22, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2721 per share for the third quarter of 2017. This represents an increase of approximately 30 percent over the minimum quarterly distribution and an increase of 3.0 percent over the previous quarter's distribution of $0.2642 per share. The third quarter distribution will be paid on October 13, 2017 to shareholders of record as of October 3, 2017.
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.
View original content with multimedia:http://www.prnewswire.com/news-releases/8point3-energy-partners-declares-30-percent-increase-in-quarterly-distribution-300524174.html
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 18, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) will announce its third-quarter 2017 financial results on a conference call on Wednesday, October 4, 2017 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on October 4, 2017.
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.
View original content with multimedia:http://www.prnewswire.com/news-releases/8point3-energy-partners-to-announce-third-quarter-results-on-october-4-2017-300521450.html
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 29, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its second fiscal quarter ended May 31, 2017.
For the second quarter of fiscal 2017, 8point3 Energy Partners reported revenue of $16.7 million, net income of $7.1 million, Adjusted EBITDA of $28.5 million and cash available for distribution (CAFD) of $18.8 million.
"We were pleased with our performance as we exceeded our key financial metrics for the second quarter in addition to raising our quarterly distribution by 3 percent," said Chuck Boynton, 8point3 Energy Partners' CEO. "Our portfolio, which consisted of interests in 945 megawatts (MW) of U.S. solar generating assets at the end of the second quarter, continues to perform well and is expected to generate annual CAFD of approximately $100 million in 2017."
Additionally, during the quarter, the Board of Directors of the Partnership's general partner waived the negotiating period related to the offering of First Solar's 280-MW California Flats and 40-MW Cuyama Right of First Offer (ROFO) projects. As a result of this waiver, First Solar has the right to offer and sell these projects to a third party in accordance with the terms of the ROFO agreement.
The Board of Directors of the Partnership's general partner also declared a cash distribution for its Class A shares of $0.2642 per share for the second quarter. The second quarter distribution will be paid on July 14, 2017 to shareholders of record as of July 6, 2017.
"Our solid second quarter results reflect the continued stable performance of our asset portfolio," said Bryan Schumaker, 8point3 Energy Partners' chief financial officer. "Given our predictable cash flows, we remain committed to reducing the Partnership's leverage while maintaining our 12 percent targeted distribution growth rate for 2017."
The Partnership did not utilize its $125 million at-the-market (ATM) equity offering program during the second quarter.
Guidance
The Partnership's third quarter 2017 guidance is as follows: revenue of $25.0 million to $26.0 million, net income of $21.0 million to $24.0 million, Adjusted EBITDA of $44.0 million to $47.5 million, CAFD of $28.0 million to $30.0 million and a distribution of $0.2721 per share, a forecasted increase of 3.0 percent compared to the Q2 2017 distribution.
The Partnership's fiscal year 2017 guidance remains unchanged: revenue of $63.3 million to $66.7 million, net income of $27.0 million to $32.6 million, Adjusted EBITDA of $106.5 million to $113.1 million and CAFD of $91.5 million to $101.0 million. The Partnership also expects a distribution growth rate of 12 percent for fiscal year 2017.
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 sponsors' ownership interest in the Partnership, 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, June 29, 2017, 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 Annual Report on Form 10-K for the fiscal year ended November 30, 2016, filed with the Securities and Exchange Commission on January 26, 2017 and the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2017, filed with the Securities and Exchange Commission on April 5, 2017. 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) | ||||||||
May 31, 2017 |
November 30, 2016 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
10,633 |
$ |
14,261 |
||||
Accounts receivable and short-term financing receivables, net |
8,591 |
5,401 |
||||||
Prepaid and other current assets1 |
9,574 |
15,745 |
||||||
Total current assets |
28,798 |
35,407 |
||||||
Property and equipment, net |
719,372 |
720,132 |
||||||
Long-term financing receivables, net |
78,455 |
80,014 |
||||||
Investments in unconsolidated affiliates |
785,832 |
475,078 |
||||||
Other long-term assets |
23,778 |
24,432 |
||||||
Total assets |
$ |
1,636,235 |
$ |
1,335,063 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities1 |
$ |
9,251 |
$ |
23,771 |
||||
Short-term debt and financing obligations1 |
2,209 |
1,964 |
||||||
Deferred revenue, current portion |
941 |
870 |
||||||
Total current liabilities |
12,401 |
26,605 |
||||||
Long-term debt and financing obligations1 |
716,723 |
384,436 |
||||||
Deferred revenue, net of current portion |
172 |
308 |
||||||
Deferred tax liabilities |
33,579 |
30,733 |
||||||
Asset retirement obligations |
14,319 |
13,448 |
||||||
Other long-term liabilities |
1,692 |
— |
||||||
Total liabilities |
778,886 |
455,530 |
||||||
Redeemable noncontrolling interests |
17,346 |
17,624 |
||||||
Equity: |
||||||||
Class A shares, 28,081,032 and 28,072,680 issued and outstanding as of May 31, 2017 and November 30, 2016, respectively |
249,250 |
249,138 |
||||||
Class B shares, 51,000,000 issued and outstanding as of May 31, 2017 and November 30, 2016 |
— |
— |
||||||
Accumulated earnings |
12,494 |
22,440 |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
261,744 |
271,578 |
||||||
Noncontrolling interests |
578,259 |
590,331 |
||||||
Total equity |
840,003 |
861,909 |
||||||
Total liabilities and equity |
$ |
1,636,235 |
$ |
1,335,063 |
1 |
The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the unaudited condensed consolidated balance sheets were $0.8 million and $0.9 million as of May 31, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Accounts payable and other current liabilities" in the unaudited condensed consolidated balance sheets were $6.3 million and $19.7 million due to Sponsors as of May 31, 2017 and November 30, 2016, respectively, and $0.8 million and $1.0 million due to tax equity investors as of May 31, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Short-term debt and financing obligations" and "Long-term debt and financing obligations" in the unaudited condensed consolidated balance sheets were $2.2 million and $47.8 million, respectively, as of May 31, 2017, and $2.0 million and zero, respectively, as of November 30, 2016. |
8point3 Energy Partners LP Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
May 31, 2017 |
May 31, 2016 |
May 31, 2017 |
May 31, 2016 | ||||||||||||
Revenues: |
|||||||||||||||
Operating revenues1 |
$ |
16,678 |
$ |
13,517 |
$ |
26,575 |
$ |
20,619 | |||||||
Total revenues |
16,678 |
13,517 |
26,575 |
20,619 | |||||||||||
Operating costs and expenses1: |
|||||||||||||||
Cost of operations |
2,110 |
1,759 |
4,332 |
3,025 | |||||||||||
Selling, general and administrative |
1,942 |
1,656 |
3,844 |
3,292 | |||||||||||
Depreciation and accretion |
6,892 |
5,388 |
13,655 |
10,014 | |||||||||||
Acquisition-related transaction costs |
18 |
829 |
31 |
1,662 | |||||||||||
Total operating costs and expenses |
10,962 |
9,632 |
21,862 |
17,993 | |||||||||||
Operating income |
5,716 |
3,885 |
4,713 |
2,626 | |||||||||||
Other expense (income): |
|||||||||||||||
Interest expense |
5,874 |
3,051 |
11,369 |
5,924 | |||||||||||
Interest income |
(294) |
(328) |
(565) |
(613) | |||||||||||
Other expense (income) |
37 |
(334) |
(797) |
(260) | |||||||||||
Total other expense, net |
5,617 |
2,389 |
10,007 |
5,051 | |||||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees |
99 |
1,496 |
(5,294) |
(2,425) | |||||||||||
Income tax provision |
(2,315) |
(6,681) |
(2,848) |
(10,218) | |||||||||||
Equity in earnings of unconsolidated investees |
9,359 |
5,024 |
9,965 |
5,429 | |||||||||||
Net income (loss) |
7,143 |
(161) |
1,823 |
(7,214) | |||||||||||
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests |
3,757 |
(10,183) |
(2,424) |
(22,544) | |||||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
3,386 |
$ |
10,022 |
4,247 |
$ |
15,330 | |||||||||
Net income per Class A share: |
|||||||||||||||
Basic |
$ |
0.12 |
$ |
0.50 |
$ |
0.15 |
$ |
0.77 | |||||||
Diluted |
$ |
0.12 |
$ |
0.50 |
$ |
0.15 |
$ |
0.77 | |||||||
Distributions per Class A share: |
$ |
0.26 |
$ |
0.22 |
$ |
0.51 |
$ |
0.44 | |||||||
Weighted average number of Class A shares: |
|||||||||||||||
Basic |
28,077 |
20,011 |
28,075 |
20,009 | |||||||||||
Diluted |
43,577 |
35,511 |
43,575 |
35,509 |
1 |
The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the unaudited condensed consolidated statement of operations were $1.3 million for each of the three months ended May 31, 2017 and May 31, 2016, and $2.6 million for each of the six months ended May 31, 2017 and May 31, 2016. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $2.2 million and $1.7 million for the three months ended May 31, 2017 and May 31, 2016, respectively, and $4.2 million and $3.1 million for the six months ended May 31, 2017 and May 31, 2016, respectively. |
8point3 Energy Partners LP Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) | ||||||||
Six Months Ended | ||||||||
May 31, 2017 |
May 31, 2016 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ |
1,823 |
$ |
(7,214) |
||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation, amortization and accretion |
13,871 |
10,014 |
||||||
Unrealized gain on interest rate swap |
(633) |
(251) |
||||||
Distributions from unconsolidated investees |
9,965 |
7,718 |
||||||
Equity in earnings of unconsolidated investees |
(9,965) |
(5,429) |
||||||
Deferred income taxes |
2,846 |
10,218 |
||||||
Share-based compensation |
112 |
112 |
||||||
Amortization of debt issuance costs |
487 |
306 |
||||||
Other, net |
(62) |
166 |
||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable and financing receivable, net |
(1,559) |
(2,432) |
||||||
Prepaid and other assets |
7,104 |
(464) |
||||||
Deferred revenue |
(59) |
(68) |
||||||
Accounts payable and other liabilities |
1,050 |
951 |
||||||
Net cash provided by operating activities |
24,980 |
13,627 |
||||||
Cash flows from investing activities: |
||||||||
Cash provided by (used in) purchases of property and equipment, net |
(114) |
1,143 |
||||||
Cash paid for acquisitions |
(304,465) |
(117,974) |
||||||
Distributions from unconsolidated investees |
19,333 |
1,193 |
||||||
Net cash used in investing activities |
(285,246) |
(115,638) |
||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of bank loans, net of issuance costs |
283,987 |
64,991 |
||||||
Repayment of promissory note to First Solar |
(1,964) |
— |
||||||
Capital contributions from SunPower |
— |
9,973 |
||||||
Cash distribution to Class A shareholders |
(14,193) |
(8,835) |
||||||
Cash distributions to Sponsors as OpCo unit holders |
(25,781) |
— |
||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
18,750 |
372 |
||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(4,161) |
(1,276) |
||||||
Net cash provided by financing activities |
256,638 |
65,225 |
||||||
Net decrease in cash and cash equivalents |
(3,628) |
(36,786) |
||||||
Cash and cash equivalents, beginning of period |
14,261 |
56,781 |
||||||
Cash and cash equivalents, end of period |
$ |
10,633 |
$ |
19,995 |
||||
Non-cash transactions: |
||||||||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition |
$ |
50,000 |
$ |
— |
||||
Property and equipment acquisitions funded by liabilities |
4,287 |
3,435 |
||||||
Settlement of related party payable by capital contribution from tax equity investor |
— |
46,837 |
||||||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
785 |
1,616 |
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, indemnity payments and working capital loans from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 distributions. 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended May 31, 2017, February 28, 2017, and May 31, 2016, respectively, and six months ended May 31, 2017 and May 31, 2016, respectively:
8point3 Energy Partners LP | |||||||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||||||
(in thousands) |
May 31, |
February 28, |
May 31, |
May 31, |
May 31, | ||||||||||||||
Net income (loss) |
$ |
7,143 |
$ |
(5,320) |
$ |
(161) |
$ |
1,823 |
$ |
(7,214) | |||||||||
Add (Less): |
|||||||||||||||||||
Interest expense, net of interest income |
5,580 |
5,224 |
2,715 |
10,804 |
5,303 | ||||||||||||||
Income tax provision |
2,315 |
533 |
6,681 |
2,848 |
10,218 | ||||||||||||||
Depreciation, amortization and accretion |
7,000 |
6,871 |
5,388 |
13,871 |
10,014 | ||||||||||||||
Share-based compensation |
56 |
56 |
56 |
112 |
112 | ||||||||||||||
Acquisition-related transaction costs (1) |
18 |
13 |
829 |
31 |
1,662 | ||||||||||||||
Unrealized gain (loss) on derivatives (2) |
37 |
(670) |
(325) |
(633) |
(251) | ||||||||||||||
Add proportionate share from equity method investments (3) |
|||||||||||||||||||
Interest expense, net of interest income |
169 |
130 |
(53) |
299 |
(95) | ||||||||||||||
Depreciation, amortization and accretion |
6,224 |
6,224 |
2,234 |
12,448 |
5,286 | ||||||||||||||
Adjusted EBITDA |
$ |
28,542 |
$ |
13,061 |
$ |
17,364 |
$ |
41,603 |
$ |
25,035 | |||||||||
Less: |
|||||||||||||||||||
Equity in earnings of unconsolidated affiliates, |
(15,752) |
(6,960) |
(7,205) |
(22,712) |
(10,620) | ||||||||||||||
Cash interest paid (5) |
(5,666) |
(4,761) |
(3,110) |
(10,427) |
(5,898) | ||||||||||||||
Cash distributions to non-controlling interests |
(2,276) |
(1,885) |
(420) |
(4,161) |
(904) | ||||||||||||||
Short-term note (6) |
— |
(1,964) |
— |
(1,964) |
— | ||||||||||||||
Add: |
|||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
11,587 |
17,711 |
2,633 |
29,298 |
9,057 | ||||||||||||||
Indemnity payment from Sponsors (8) |
27 |
65 |
— |
92 |
9,973 | ||||||||||||||
State and local rebates (9) |
— |
— |
— |
— |
299 | ||||||||||||||
Cash proceeds from sales-type residential leases (10) |
695 |
671 |
630 |
1,366 |
1,271 | ||||||||||||||
Test electricity generation (11) |
22 |
10 |
421 |
32 |
421 | ||||||||||||||
Cash proceeds for reimbursable network upgrade costs (12) |
1,630 |
6,123 |
— |
7,753 |
— | ||||||||||||||
Cash available for distribution |
$ |
18,809 |
$ |
22,071 |
$ |
10,313 |
$ |
40,880 |
$ |
28,634 |
(1) |
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased and expected to be purchased by us in the future. |
(2) |
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges. |
(3) |
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
(4) |
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included on our unaudited condensed consolidated statements of operations. |
(5) |
Represents cash interest payments related to OpCo's senior secured credit facility and the Stateline Promissory Note. |
(6) |
Represents repayment of a working capital loan from First Solar. |
(7) |
Cash distributions from unconsolidated affiliates represent the cash received by OpCo with respect to its 49% interest in the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and its 34% interest in the Stateline Project. |
(8) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(9) |
State and local rebates represent cash received from state or local governments for owning certain solar power systems. The receipt of state and local rebates is accounted for as a reduction in the asset carrying value rather than operating revenue. |
(10) |
Cash proceeds from sales-type residential leases, net, represent gross rental cash receipts for sales-type leases, less sales-type revenue and lease interest income that is already reflected in net income (loss) during the period. The corresponding revenue for such leases was recognized in the period in which such lease was placed in service, rather than in the period in which the rental payment was received, due to the characterization of these leases under U.S. GAAP. |
(11) |
For three and six months ended May 31, 2017, test electricity generation represents the sale of electricity that was generated prior to COD by Macy's Maryland Project. For the three and six months ended May 31, 2016, test electricity generation represents the sale of electricity that was generated prior to COD by the Kingbird Project. Solar systems may begin generating electricity prior to COD as a result of the installation and interconnection of individual solar modules, which occurs over time during the construction and commission period. The sale of test electricity generation is accounted for as a reduction in the asset carrying value rather than operating revenue prior to COD, even though it generates cash for the related Project Entity. |
(12) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project. |
8point3 Energy Partners LP FY 2017 Q3 Guidance Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||||||
(in millions) |
Low |
High | ||||||
Net income |
21.0 |
24.0 |
||||||
Add (Less): |
||||||||
Interest expense, net of interest income |
6.3 |
6.3 |
||||||
Income tax provision |
3.0 |
3.5 |
||||||
Depreciation, amortization and accretion |
7.3 |
7.3 |
||||||
Share-based compensation |
0.1 |
0.1 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
6.3 |
6.3 |
||||||
Adjusted EBITDA |
$ |
44.0 |
$ |
47.5 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(25.6) |
(27.1) |
||||||
Cash interest paid |
(6.3) |
(6.3) |
||||||
Cash distributions to non-controlling interests |
(2.6) |
(2.6) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
17.7 |
17.7 |
||||||
Network upgrade refund |
0.1 |
0.1 |
||||||
Cash proceeds from sales-type residential leases |
0.7 |
0.7 |
||||||
Estimated cash available for distribution |
$ |
28.0 |
$ |
30.0 |
(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. |
8point3 Energy Partners LP FY 2017 Guidance Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||||||
(in millions) |
Low |
High | ||||||
Net income |
$ |
27.0 |
$ |
32.6 |
||||
Add (Less): |
||||||||
Interest expense, net of interest income |
24.3 |
24.3 |
||||||
Income tax provision |
3.4 |
4.4 |
||||||
Depreciation, amortization and accretion |
26.3 |
26.3 |
||||||
Share-based compensation |
0.2 |
0.2 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
25.3 |
25.3 |
||||||
Adjusted EBITDA |
$ |
106.5 |
$ |
113.1 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(60.4) |
(63.5) |
||||||
Cash interest paid |
(24.3) |
(24.3) |
||||||
Cash distributions to non-controlling interests |
(9.2) |
(9.2) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
65.1 |
71.1 |
||||||
Network upgrade refund |
13.2 |
13.2 |
||||||
Cash proceeds from sales-type residential leases |
2.6 |
2.6 |
||||||
Repayment of working capital loan |
(2.0) |
(2.0) |
||||||
Estimated cash available for distribution |
$ |
91.5 |
$ |
101.0 |
(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. |
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 26, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announced that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2642 per share for the second quarter of 2017. This represents an increase of approximately 26.0 percent over the minimum quarterly distribution and an increase of 3.0 percent over the previous quarter's distribution of $0.2565 per share. The second quarter distribution will be paid on July 14, 2017 to shareholders of record as of July 6, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 19, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) will announce its second-quarter 2017 financial results on a conference call on Thursday, June 29, 2017 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on June 29, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., April 5, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its first fiscal quarter ended February 28, 2017.
For the first quarter of fiscal 2017, 8point3 Energy Partners reported revenue of $9.9 million, net loss of $5.3 million, adjusted EBITDA of $13.1 million and cash available for distribution (CAFD) of $22.1 million.
"Our high-quality solar portfolio performed well as we exceeded our key financial metrics for the quarter while once again raising our quarterly distribution," said Chuck Boynton, 8point3 Energy Partners CEO. "As of the end of February, our portfolio consisted of interests in 945-megawatts (MW) of U.S. solar generating assets including the recent acquisition of First Solar's 34 percent minority interest in its 300-MW Stateline project. The Stateline project is expected to generate approximately $32 million in annual cash distributions and has a 20 year contract life. With this acquisition, our portfolio is now expected to generate annual CAFD of approximately $100 million in 2017."
"We were pleased to achieve our financial goals for the quarter as we benefitted from the continued stable performance of our asset portfolio," said Bryan Schumaker, 8point3 Energy Partners chief financial officer. "With the completion of our Stateline interest acquisition and the predictable cash flows from our other projects, we believe we will be able to reduce leverage and achieve our distribution growth rate target of 12 percent this year."
Also, First Solar, one of the Partnership's sponsors, has publicly announced and notified the general partner's Board of Directors of its intention to explore alternatives related to its interests in the Partnership. Given First Solar's intention, SunPower, the Partnership's other sponsor, has likewise publicly announced and notified the general partner's Board of Directors that it is exploring alternatives related to its interests in the Partnership, including but not limited to, seeking a potential new joint venture partner in the Partnership.
The sponsors have stated that they will engage financial advisors to review their alternatives with respect to their interests in the Partnership and that they intend to coordinate their review process. Although our sponsors have publicly announced their current intentions, there is no assurance that either or both of our sponsors will pursue or effect any particular alternative. The decision by the sponsors to consider their alternatives for their interests in the Partnership may result in interest from third parties about also acquiring the public ownership in the Partnership. In such event, the Partnership would refer any such proposal to the Conflicts Committee of the Board of Directors of the Partnership's general partner for evaluation. The Partnership does not intend to disclose further developments with respect to this evaluation process except as required by law or otherwise deemed appropriate. The sponsor-appointed directors and officers of the general partner of the Partnership remain committed to prudently managing the partnership throughout this evaluation process.
"8point3's strong operating performance over the last two years has shown that owning a portfolio of high-quality solar assets can successfully generate long-term, stable cash flow growth for investors. Despite the sponsors' review of alternatives with respect to their interests in the Partnership, I want to assure our investors that we do not expect this process to have an impact on our financial results for the year. Given our cash flow profile, we are well positioned to achieve our guidance for the year as well as reach our 12 percent distribution growth rate for 2017," concluded Boynton.
Additionally, the Conflicts Committee of the Board of Directors of the Partnership's general partner has agreed to waive the negotiation period with respect to First Solar's 179-MW Switch Station project, allowing for a potential third party sale. Also, First Solar has formally offered its 280-MW California Flats and 40-MW Cuyama projects, currently included in the Right of First Offer (ROFO) portfolio, to the Partnership. If the Partnership does not acquire these projects from First Solar, those projects are expected to be sold to third parties as permitted under our ROFO with First Solar.
The Board of Directors of the Partnership's general partner also declared a cash distribution for its Class A shares of $0.2565 per share for the first quarter. The first quarter distribution will be paid on April 14, 2017 to shareholders of record as of April 4, 2017.
Additionally, the Partnership commenced a $125 million at-the-market (ATM) equity offering program during the quarter. The Partnership did not utilize the facility during the first quarter of 2017.
Guidance
The Partnership's second quarter 2017 guidance is as follows: revenue of $14.0 million to $16.0 million, net income of $3.0 million to $5.0 million, adjusted EBITDA of $24.0 million to $26.5 million, CAFD of $15.0 million to $17.5 million and a distribution of $0.2642 per share, a forecasted increase of 3.0 percent compared to the Q1 2017 distribution.
The Partnership's fiscal year 2017 guidance remains unchanged: revenue of $63.3 million to $66.7 million, net income of $27.0 million to $32.6 million, Adjusted EBITDA of $106.5 million to $113.1 million and CAFD of $91.5 million to $101.0 million. The Partnership also expects a distribution growth rate of 12 percent for fiscal year 2017.
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 sponsors' ownership interest in the Partnership, 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, April 5, 2017, 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 Annual Report on Form 10-K for the fiscal year ended November 30, 2016, filed with the Securities and Exchange Commission on January 26, 2017. 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 | ||||||||
February 28, |
November 30, |
|||||||
2017 |
2016 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
7,010 |
$ |
14,261 |
||||
Accounts receivable and short-term financing receivables, net |
5,665 |
5,401 |
||||||
Prepaid and other current assets1 |
9,369 |
15,745 |
||||||
Total current assets |
22,044 |
35,407 |
||||||
Property and equipment, net |
726,189 |
720,132 |
||||||
Long-term financing receivables, net |
79,232 |
80,014 |
||||||
Investments in unconsolidated affiliates |
788,000 |
475,078 |
||||||
Other long-term assets |
25,515 |
24,432 |
||||||
Total assets |
$ |
1,640,980 |
$ |
1,335,063 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities1 |
$ |
11,144 |
$ |
23,771 |
||||
Short-term debt and financing obligations1 |
2,200 |
1,964 |
||||||
Deferred revenue, current portion |
612 |
870 |
||||||
Total current liabilities |
13,956 |
26,605 |
||||||
Long-term debt and financing obligations1 |
708,473 |
384,436 |
||||||
Deferred revenue, net of current portion |
243 |
308 |
||||||
Deferred tax liabilities |
31,264 |
30,733 |
||||||
Asset retirement obligations |
14,129 |
13,448 |
||||||
Total liabilities |
768,065 |
455,530 |
||||||
Redeemable noncontrolling interests |
17,346 |
17,624 |
||||||
Commitments and contingencies |
||||||||
Equity: |
||||||||
Class A shares, 28,076,907 and 28,072,680 issued and outstanding as of February 28, 2017 and November 30, 2016, respectively |
249,194 |
249,138 |
||||||
Class B shares, 51,000,000 issued and outstanding as of February 28, 2017 and November 30, 2016 |
— |
— |
||||||
Accumulated earnings |
16,311 |
22,440 |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
265,505 |
271,578 |
||||||
Noncontrolling interests |
590,064 |
590,331 |
||||||
Total equity |
855,569 |
861,909 |
||||||
Total liabilities and equity |
$ |
1,640,980 |
$ |
1,335,063 |
1 |
The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the unaudited condensed consolidated balance sheets were $0.8 million and $0.9 million as of February 28, 2017 and November 30, 2016, respectively. Related-party balances recorded within "Accounts payable and other current liabilities" in the unaudited condensed consolidated balance sheets were $6.4 million and $19.7 million due to Sponsors as of February 28, 2017 and November 30, 2016, respectively, and $1.0 million due to tax equity investors as of both February 28, 2017 and November 30, 2016. Related-party balances recorded within "Short-term debt and financing obligations" and "Long-term debt and financing obligations" in the unaudited condensed consolidated balance sheets were $2.2 million and $47.8 million, respectively, as of February 28, 2017, and $2.0 million and zero, respectively, as of November 30, 2016. |
8point3 Energy Partners LP | ||||||||
Three Months Ended |
||||||||
February 28, |
February 29, |
|||||||
2017 |
2016 |
|||||||
Revenues: |
||||||||
Operating revenues1 |
$ |
9,897 |
$ |
7,102 |
||||
Total revenues |
9,897 |
7,102 |
||||||
Operating costs and expenses1: |
||||||||
Cost of operations |
2,222 |
1,266 |
||||||
Selling, general and administrative |
1,902 |
1,636 |
||||||
Depreciation and accretion |
6,763 |
4,626 |
||||||
Acquisition-related transaction costs |
13 |
833 |
||||||
Total operating costs and expenses |
10,900 |
8,361 |
||||||
Operating loss |
(1,003) |
(1,259) |
||||||
Other expense (income): |
||||||||
Interest expense |
5,495 |
2,873 |
||||||
Interest income |
(271) |
(285) |
||||||
Other expense (income): |
(834) |
74 |
||||||
Total other expense, net |
4,390 |
2,662 |
||||||
Loss before income taxes |
(5,393) |
(3,921) |
||||||
Income tax provision |
(533) |
(3,537) |
||||||
Equity in earnings of unconsolidated investees |
606 |
405 |
||||||
Net loss |
(5,320) |
(7,053) |
||||||
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(6,181) |
(12,361) |
||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
861 |
$ |
5,308 |
||||
Net income per Class A share: |
||||||||
Basic |
$ |
0.03 |
$ |
0.27 |
||||
Diluted |
$ |
0.03 |
$ |
0.27 |
||||
Distributions per Class A share: |
$ |
0.25 |
$ |
0.22 |
||||
Weighted average number of Class A shares: |
||||||||
Basic |
28,073 |
20,007 |
||||||
Diluted |
43,573 |
35,507 |
1 |
The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the unaudited condensed consolidated statement of operations were $1.3 million for each of the three months ended February 28, 2017 and February 29, 2016. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $2.0 million and $1.4 million for the three months ended February 28, 2017 and February 29, 2016, respectively. |
8point3 Energy Partners LP | ||||||||
Three Months Ended |
||||||||
February 28, |
February 29, |
|||||||
2017 |
2016 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ |
(5,320) |
$ |
(7,053) |
||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation, amortization and accretion |
6,871 |
4,626 |
||||||
Unrealized loss (gain) on interest rate swap |
(670) |
74 |
||||||
Distributions from unconsolidated investees |
1,107 |
2,694 |
||||||
Equity in earnings of unconsolidated investees |
(606) |
(405) |
||||||
Deferred income taxes |
531 |
3,537 |
||||||
Share-based compensation |
56 |
56 |
||||||
Amortization of debt issuance costs |
237 |
153 |
||||||
Other, net |
(8) |
95 |
||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable and financing receivable, net |
501 |
(546) |
||||||
Prepaid and other current assets |
5,627 |
(550) |
||||||
Deferred revenue |
(319) |
(336) |
||||||
Accounts payable and other current liabilities |
1,457 |
553 |
||||||
Net cash provided by operating activities |
9,464 |
2,898 |
||||||
Cash flows from investing activities: |
||||||||
Cash provided by (used in) purchases of property and equipment |
(86) |
1,341 |
||||||
Cash paid for acquisitions |
(304,432) |
(4,887) |
||||||
Distributions from unconsolidated investees |
16,604 |
3,584 |
||||||
Net cash provided by (used in) investing activities |
(287,914) |
38 |
||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of bank loans, net of issuance costs |
275,987 |
— |
||||||
Repayment of promissory note to First Solar |
(1,964) |
— |
||||||
Capital contributions from SunPower |
— |
9,973 |
||||||
Cash distribution to Class A shareholders |
(6,990) |
(4,341) |
||||||
Cash distributions to Sponsors as OpCo unit holders |
(12,699) |
— |
||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
18,750 |
— |
||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(1,885) |
(484) |
||||||
Net cash provided by financing activities |
271,199 |
5,148 |
||||||
Net increase (decrease) in cash and cash equivalents |
(7,251) |
8,084 |
||||||
Cash and cash equivalents, beginning of period |
14,261 |
56,781 |
||||||
Cash and cash equivalents, end of period |
$ |
7,010 |
$ |
64,865 |
||||
Non-cash transactions: |
||||||||
Issuance by OpCo of promissory note to First Solar in connection with the Stateline Acquisition |
$ |
50,000 |
$ |
— |
||||
Property and equipment acquisitions funded by liabilities |
4,287 |
3,435 |
||||||
Noncontrolling interests obtained through acquisition |
1,078 |
864 |
||||||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
581 |
630 |
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, indemnity payments and working capital loans from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 distributions. 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended February 28, 2017, November 30, 2016 and February 29, 2016:
8point3 Energy Partners LP | ||||||||||||
Three Months Ended |
||||||||||||
February 28, |
November 30, |
February 29, |
||||||||||
(in thousands) |
2017 |
2016 |
2016 |
|||||||||
Net income (loss) |
$ |
(5,320) |
$ |
4,250 |
$ |
(7,053) |
||||||
Add (Less): |
||||||||||||
Interest expense, net of interest income |
5,224 |
2,664 |
2,588 |
|||||||||
Income tax provision |
533 |
2,963 |
3,537 |
|||||||||
Depreciation, amortization and accretion |
6,871 |
6,556 |
4,626 |
|||||||||
Share-based compensation |
56 |
56 |
56 |
|||||||||
Acquisition-related transaction costs (1) |
13 |
10 |
833 |
|||||||||
Unrealized gain (loss) on derivatives (2) |
(670) |
(972) |
74 |
|||||||||
Add proportionate share from equity method investments (3) |
||||||||||||
Interest expense, net of interest income |
130 |
(375) |
(42) |
|||||||||
Depreciation, amortization and accretion |
6,224 |
3,142 |
3,052 |
|||||||||
Adjusted EBITDA |
$ |
13,061 |
$ |
18,294 |
$ |
7,671 |
||||||
Less: |
||||||||||||
Equity in earnings of unconsolidated affiliates, net with (3) above (4) |
(6,960) |
(7,604) |
(3,415) |
|||||||||
Cash interest paid (5) |
(4,761) |
(3,000) |
(2,788) |
|||||||||
Cash income taxes paid |
— |
(2) |
— |
|||||||||
Maintenance capital expenditures |
— |
(50) |
— |
|||||||||
Cash distributions to non-controlling interests |
(1,885) |
(2,412) |
(484) |
|||||||||
Short-term note (6) |
(1,964) |
— |
— |
|||||||||
Add: |
||||||||||||
Cash distributions from unconsolidated affiliates (7) |
17,711 |
14,054 |
6,424 |
|||||||||
Indemnity payment from Sponsors (8) |
65 |
279 |
9,973 |
|||||||||
State and local rebates (9) |
— |
— |
299 |
|||||||||
Cash proceeds from sales-type residential leases, net (10) |
671 |
649 |
641 |
|||||||||
Test electricity generation (11) |
10 |
— |
— |
|||||||||
Cash proceeds for reimbursable network upgrade costs (12) |
6,123 |
222 |
— |
|||||||||
Cash available for distribution |
$ |
22,071 |
$ |
20,430 |
$ |
18,321 |
(1) |
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased and expected to be purchased by us in the future. |
(2) |
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges. |
(3) |
Represents our proportionate share of net interest expense, depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
(4) |
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and the Stateline Project and is included on our unaudited condensed consolidated statements of operations. |
(5) |
Represents cash interest payments related to OpCo's senior secured credit facility and the Stateline Promissory Note. |
(6) |
Represents repayment of a working capital loan from First Solar. |
(7) |
Cash distributions from unconsolidated affiliates represent the cash received by OpCo with respect to its 49% interest in the Solar Gen 2 Project, the North Star Project, the Lost Hills Blackwell Project, the Henrietta Project, and its 34% interest in the Stateline Project. |
(8) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(9) |
State and local rebates represent cash received from state or local governments for owning certain solar power systems. The receipt of state and local rebates is accounted for as a reduction in the asset carrying value rather than operating revenue. |
(10) |
Cash proceeds from sales-type residential leases, net, represent gross rental cash receipts for sales-type leases, less sales-type revenue and lease interest income that is already reflected in net income (loss) during the period. The corresponding revenue for such leases was recognized in the period in which such lease was placed in service, rather than in the period in which the rental payment was received, due to the characterization of these leases under U.S. GAAP. |
(11) |
Test electricity generation represents the sale of electricity that was generated prior to COD by Macy's Maryland Project for the three months ended February 28, 2017. Solar systems may begin generating electricity prior to COD as a result of the installation and interconnection of individual solar modules, which occurs over time during the construction and commission period. The sale of test electricity generation is accounted for as a reduction in the asset carrying value rather than operating revenue prior to COD, even though it generates cash for the related Project Entity. |
(12) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Quinto Project and the Kingbird Project. |
8point3 Energy Partners LP | ||||
FY 2017 Q2 Guidance | ||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||
(in millions) |
Low |
High | ||
Net income |
$ 3.0 |
$ 5.0 | ||
Add (Less): |
||||
Interest expense, net of interest income |
6.3 |
6.3 | ||
Income tax provision |
1.3 |
1.8 | ||
Depreciation, amortization and accretion |
7.0 |
7.0 | ||
Share-based compensation |
0.1 |
0.1 | ||
Add proportionate share from equity method investments (1): |
||||
Depreciation, amortization and accretion |
6.3 |
6.3 | ||
Adjusted EBITDA |
$ 24.0 |
$ 26.5 | ||
Less: |
||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(13.6) |
(13.6) | ||
Cash interest paid |
(6.3) |
(6.3) | ||
Cash distributions to non-controlling interests |
(2.4) |
(2.4) | ||
Add: |
||||
Cash distributions from unconsolidated affiliates |
9.2 |
9.2 | ||
Network upgrade refund |
3.5 |
3.5 | ||
Cash proceeds from sales-type residential leases |
0.6 |
0.6 | ||
Estimated cash available for distribution |
$ 15.0 |
$ 17.5 |
(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. |
8point3 Energy Partners LP | ||||
FY 2017 Guidance | ||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||
(in millions) |
Low |
High | ||
Net income |
$ 27.0 |
$ 32.6 | ||
Add (Less): |
||||
Interest expense, net of interest income |
24.3 |
24.3 | ||
Income tax provision |
3.4 |
4.4 | ||
Depreciation, amortization and accretion |
26.3 |
26.3 | ||
Share-based compensation |
0.2 |
0.2 | ||
Add proportionate share from equity method investments (1): |
||||
Depreciation, amortization and accretion |
25.3 |
25.3 | ||
Adjusted EBITDA |
$ 106.5 |
$ 113.1 | ||
Less: |
||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(60.4) |
(63.5) | ||
Cash interest paid |
(24.3) |
(24.3) | ||
Cash distributions to non-controlling interests |
(9.2) |
(9.2) | ||
Add: |
||||
Cash distributions from unconsolidated affiliates |
65.1 |
71.1 | ||
Network upgrade refund |
13.2 |
13.2 | ||
Cash proceeds from sales-type residential leases |
2.6 |
2.6 | ||
Repayment of working capital loan |
(2.0) |
(2.0) | ||
Estimated cash available for distribution |
$ 91.5 |
$ 101.0 |
(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. |
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., March 24, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2565 per share for the first quarter of 2017. This represents an increase of approximately 22.3 percent over the minimum quarterly distribution and an increase of 3.0 percent over the previous quarter's distribution of $0.2490 per share. The first quarter distribution will be paid on April 14, 2017 to shareholders of record as of April 4, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., March 20, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) will announce its first-quarter 2017 financial results on a conference call on Wednesday, April 5, 2017 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on April 5, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Jan. 26, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) today announced financial results for its fourth fiscal quarter ended November 30, 2016.
For the fourth quarter of fiscal 2016, 8point3 Energy Partners reported revenue of $14.5 million, net income of $4.2 million, adjusted EBITDA of $18.3 million and cash available for distribution (CAFD) of $20.4 million. The partnership's fourth quarter 2016 CAFD results do not include approximately $6.0 million in network upgrade reimbursements that were expected to be received in the fourth quarter per the partnership's existing interconnection agreement with a utility. The reimbursement was received shortly after the partnership's fiscal year end and will be reflected in the partnership's CAFD results in the first quarter of 2017.
"We continued to benefit from our high-quality solar portfolio as we met or exceeded most key financial metrics for the quarter while increasing our distribution rate for the sixth quarter in a row," said Chuck Boynton, 8point3 Energy Partners CEO. "As of the end of November, our portfolio consisted of interests in 642-megawatts (MW) of U.S. solar generating assets including the acquisition of SunPower's 49 percent minority interest in its 102-MW Henrietta project that we completed during the quarter. Also, we were pleased to close the acquisition of First Solar's 34 percent minority interest in its 300-MW Stateline project on December 1, 2016 which brings our total portfolio to interests in 942-MW of assets as of today. The Henrietta and Stateline projects are expected to generate approximately $11 million and $32 million in annual cash distributions respectively and both have 20 year contract lives. We are pleased to add these assets to our portfolio as they are in line with our long-term strategic focus of acquiring solar assets with strong, cash flows with investment grade offtakes," concluded Boynton.
Additionally, the partnership's sponsors have proposed to remove the 100-MW El Pelicano project and the 179-MW Switch Station project from the right of first offer (ROFO) portfolio as the partnership will likely not acquire these projects during its 2017 fiscal year. The potential removal of these projects from the ROFO portfolio is subject to the approval of the partnership's Board of Directors and its Conflicts Committee.
Also, the Board of Directors of the partnership's general partner declared a cash distribution for its Class A shares of $0.2490 per share for the fourth quarter. The fourth quarter distribution was paid on January 13, 2017 to shareholders of record as of January 3, 2017.
"Our solid fourth quarter results reflect the stability and strength of our asset portfolio," said Bryan Schumaker, 8point3 Energy Partners chief financial officer. "We achieved key financial goals and feel that with our differentiated model, predictable cash flows from high quality solar assets, committed sponsor support and our recent project acquisitions, we remain well positioned to drive long term sustainable cash flows for our shareholders."
Guidance
The partnership's first quarter 2017 guidance is as follows: revenue of $9.3 million to $9.8 million, net loss of ($6.4) million to ($5.6) million, adjusted EBITDA of $11.8 million to $12.6 million, CAFD of $19.8 million to $20.3 million and a distribution of $0.2565 per share, a forecasted increase of 3.0 percent compared to the Q4 2016 distribution.
The partnership's fiscal year 2017 guidance is as follows: revenue of $63.3 million to $66.7 million, net income of $27.0 million to $32.6 million, Adjusted EBITDA of $106.5 million to $113.1 million and CAFD of $91.5 million to $101.0 million. The partnership also expects a distribution growth rate of 12 percent for fiscal year 2017.
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, January 26, 2017, 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 | ||||||||
November 30, |
November 30, |
|||||||
2016 |
2015 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
14,261 |
$ |
56,781 |
||||
Accounts receivable and short-term financing receivables, net |
5,401 |
4,289 |
||||||
Prepaid and other current assets1 |
15,745 |
8,033 |
||||||
Total current assets |
35,407 |
69,103 |
||||||
Property and equipment, net |
720,132 |
486,942 |
||||||
Long-term financing receivables, net |
80,014 |
83,376 |
||||||
Investments in unconsolidated affiliates |
475,078 |
352,070 |
||||||
Other long-term assets |
24,432 |
26,142 |
||||||
Total assets |
$ |
1,335,063 |
$ |
1,017,633 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities1 |
$ |
23,771 |
$ |
2,612 |
||||
Short-term debt and financing obligations |
1,964 |
1,964 |
||||||
Deferred revenue, current portion |
870 |
489 |
||||||
Total current liabilities |
26,605 |
5,065 |
||||||
Long-term debt and financing obligations |
384,436 |
297,206 |
||||||
Deferred revenue, net of current portion |
308 |
746 |
||||||
Deferred tax liabilities |
30,733 |
12,491 |
||||||
Asset retirement obligations |
13,448 |
9,992 |
||||||
Total liabilities |
455,530 |
325,500 |
||||||
Redeemable noncontrolling interests |
17,624 |
89,747 |
||||||
Commitments and contingencies |
||||||||
Equity: |
||||||||
Class A shares, 28,072,680 and 20,007,281 issued and outstanding as of November 30, 2016 and November 30, 2015, respectively |
249,138 |
392,748 |
||||||
Class B shares, 51,000,000 issued and outstanding as of November 30, 2016 and November 30, 2015 |
— |
— |
||||||
Accumulated earnings |
22,440 |
15,580 |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
271,578 |
408,328 |
||||||
Noncontrolling interests |
590,331 |
194,058 |
||||||
Total equity |
861,909 |
602,386 |
||||||
Total liabilities and equity |
$ |
1,335,063 |
$ |
1,017,633 |
1 |
The Partnership has related-party balances for transactions made with the Sponsors and tax equity investors. Related-party balances recorded within "Prepaid and other current assets" in the consolidated balance sheets were $0.9 million due from Sponsors as of both November 30, 2016 and November 30, 2015. Related-party balances recorded within "Accounts payable and other current liabilities" in the consolidated balance sheets were $19.7 million and $0.2 million due to Sponsors as of November 30, 2016 and November 30, 2015, respectively, and $1.0 million and zero due to tax equity investors as of November 30, 2016 and November 30, 2015, respectively. |
8point3 Energy Partners LP | ||||||||||||
Year Ended |
Eleven Months Ended |
Year Ended |
||||||||||
November 30, |
November 30, |
December 28, |
||||||||||
2016 |
2015 |
2014 |
||||||||||
Revenues: |
||||||||||||
Operating revenues1 |
$ |
61,198 |
$ |
10,660 |
$ |
9,231 |
||||||
Total revenues |
61,198 |
10,660 |
9,231 |
|||||||||
Operating costs and expenses1: |
||||||||||||
Cost of operations |
6,959 |
2,624 |
(3,195) |
|||||||||
Cost of operations—SunPower, prior to IPO |
— |
468 |
937 |
|||||||||
Selling, general and administrative |
7,003 |
10,702 |
4,818 |
|||||||||
Depreciation and accretion |
22,792 |
4,291 |
2,339 |
|||||||||
Acquisition-related transaction costs |
2,271 |
212 |
— |
|||||||||
Total operating costs and expenses |
39,025 |
18,297 |
4,899 |
|||||||||
Operating income (loss) |
22,173 |
(7,637) |
4,332 |
|||||||||
Other expense (income): |
||||||||||||
Interest expense |
12,081 |
1,860 |
5,525 |
|||||||||
Interest income |
(1,203) |
(1,470) |
— |
|||||||||
Other expense (income) |
(1,518) |
12,536 |
— |
|||||||||
Total other expense, net |
9,360 |
12,926 |
5,525 |
|||||||||
Income (loss) before income taxes |
12,813 |
(20,563) |
(1,193) |
|||||||||
Income tax provision |
(18,244) |
(12,503) |
(23) |
|||||||||
Equity in earnings of unconsolidated investees |
18,341 |
9,055 |
— |
|||||||||
Net income (loss) |
12,910 |
(24,011) |
(1,216) |
|||||||||
Less: Predecessor loss prior to IPO on June 24, 2015 |
— |
(20,095) |
||||||||||
Net income (loss) subsequent to IPO |
12,910 |
(3,916) |
||||||||||
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(14,191) |
(22,642) |
||||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
27,101 |
$ |
18,726 |
||||||||
Net income per Class A share: |
||||||||||||
Basic |
$ |
1.27 |
$ |
0.94 |
||||||||
Diluted |
$ |
1.27 |
$ |
0.94 |
||||||||
Distributions per Class A share: |
$ |
0.91 |
$ |
0.16 |
||||||||
Weighted average number of Class A shares: |
||||||||||||
Basic |
21,420 |
20,002 |
||||||||||
Diluted |
36,920 |
35,034 |
1 |
The Partnership has related-party activities for transactions made with the Sponsors. Related party transactions recorded within "Operating revenues" in the consolidated statement of operations were $5.2 million for the year ended November 30, 2016, $2.3 million for the eleven months ended November 30, 2015, and zero for the year ended December 28, 2014. Related party transactions recorded within "Operating costs and expenses" in the consolidated statement of operations were $7.0 million for the year ended November 30, 2016, $1.4 million for the eleven months ended November 30, 2015, and $0.9 million for the year ended December 28, 2014. |
8point3 Energy Partners LP | ||||||||||||
Year Ended |
Eleven Months Ended |
Year Ended |
||||||||||
November 30, |
November 30, |
December 28, |
||||||||||
2016 |
2015 |
2014 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
$ |
12,910 |
$ |
(24,011) |
$ |
(1,216) |
||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
Depreciation, amortization and accretion |
22,880 |
4,291 |
2,339 |
|||||||||
Unrealized loss (gain) on interest rate swap |
(1,508) |
611 |
— |
|||||||||
Interest expense on financing obligation |
— |
1,193 |
4,838 |
|||||||||
Loss on termination of financing obligation |
— |
6,477 |
— |
|||||||||
Reserve for rebates receivable |
— |
1,338 |
— |
|||||||||
Distributions from unconsolidated investees |
18,075 |
6,766 |
— |
|||||||||
Equity in earnings of unconsolidated investees |
(18,341) |
(9,055) |
— |
|||||||||
Deferred income taxes |
18,242 |
12,491 |
— |
|||||||||
Share-based compensation |
224 |
112 |
— |
|||||||||
Amortization of debt issuance costs |
626 |
— |
— |
|||||||||
Changes in allowance for doubtful accounts |
370 |
328 |
— |
|||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable and financing receivable, net |
1,481 |
46 |
(4,118) |
|||||||||
Cash grants receivable |
— |
146 |
1,099 |
|||||||||
Rebates receivable |
— |
(121) |
2,685 |
|||||||||
Solar power systems to be leased under sales type leases |
— |
197 |
463 |
|||||||||
Prepaid and other current assets |
(1,435) |
(4,258) |
— |
|||||||||
Deferred revenue |
(59) |
(118) |
(819) |
|||||||||
Accounts payable and other current liabilities |
1,171 |
5,403 |
(3,470) |
|||||||||
Net cash provided by operating activities |
54,636 |
1,836 |
1,801 |
|||||||||
Cash flows from investing activities: |
||||||||||||
Cash provided by (used in) purchases of property and equipment |
1,167 |
(223,688) |
(58,457) |
|||||||||
Cash paid for acquisitions |
(284,797) |
— |
— |
|||||||||
Receipts of cash grants related to solar energy systems under operating leases |
— |
— |
3,226 |
|||||||||
Distributions from unconsolidated investees |
11,629 |
4,672 |
— |
|||||||||
Net cash used in investing activities |
(272,001) |
(219,016) |
(55,231) |
|||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of Class A shares, net of issuance costs |
113,325 |
393,750 |
— |
|||||||||
Proceeds from issuance of bank loans, net of issuance costs |
86,567 |
461,192 |
61,481 |
|||||||||
Proceeds from issuance of promissory note to First Solar |
— |
1,964 |
— |
|||||||||
Repayment of bank loans |
— |
(264,143) |
— |
|||||||||
Capital contributions from SunPower |
9,973 |
341,694 |
3,147 |
|||||||||
Capital distributions to SunPower |
— |
(3,163) |
(11,198) |
|||||||||
Cash distribution to First Solar at IPO |
— |
(283,697) |
— |
|||||||||
Cash distribution to SunPower at IPO |
— |
(371,527) |
— |
|||||||||
Cash distribution to SunPower for the remaining purchase price payments of initial projects |
— |
(202,680) |
— |
|||||||||
Cash distribution to Class A shareholders |
(20,241) |
(3,146) |
— |
|||||||||
Cash distributions to Sponsors as OpCo unitholders |
(12,271) |
— |
— |
|||||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
3,671 |
203,717 |
— |
|||||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(6,179) |
— |
— |
|||||||||
Net cash provided by financing activities |
174,845 |
273,961 |
53,430 |
|||||||||
Net increase (decrease) in cash and cash equivalents |
(42,520) |
56,781 |
— |
|||||||||
Cash and cash equivalents, beginning of period |
56,781 |
— |
— |
|||||||||
Cash and cash equivalents, end of period |
$ |
14,261 |
$ |
56,781 |
$ |
— |
||||||
Non-cash transactions: |
||||||||||||
Assignment of financing receivables to a third-party financial institution |
$ |
— |
$ |
1,279 |
$ |
7,815 |
||||||
Property and equipment acquisitions funded by liabilities |
19,538 |
— |
8,675 |
|||||||||
Property and equipment additions funded by SunPower post-IPO |
— |
50,683 |
— |
|||||||||
Settlement of related party payable by capital contribution from tax equity investor |
46,837 |
— |
— |
|||||||||
Predecessor liabilities assumed by SunPower |
— |
48,588 |
— |
|||||||||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
975 |
— |
— |
|||||||||
Issuance by OpCo of OpCo common units, subordinated units and IDRs for acquisition of interests in First Solar Project Entities |
— |
408,820 |
— |
|||||||||
Supplemental disclosures: |
||||||||||||
Cash paid for interest, net of amounts capitalized |
11,525 |
437 |
688 |
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, indemnity payments and working capital loans from Sponsors, test electricity generation, cash proceeds from sales-type residential leases, state and local rebates and cash proceeds for reimbursable network upgrade costs. 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 table presents a reconciliation of net income (loss) to Adjusted EBITDA and cash available for distribution for the three months ended November 30, 2016, August 31, 2016, and November 30, 2015, and the year ended November 30, 2016, the eleven months ended November 30, 2015 and the year ended December 28, 2014, respectively:
8point3 Energy Partners LP | ||||||||||||||||||||||||
Three Months Ended |
Year Ended |
Eleven Months Ended |
Year Ended |
|||||||||||||||||||||
November 30, |
August 31, |
November 30, |
November 30, |
November 30, |
December 28, |
|||||||||||||||||||
(in thousands) |
2016 |
2016 |
2015 |
2016 |
2015 |
2014 |
||||||||||||||||||
Net income (loss) |
$ |
4,250 |
$ |
15,874 |
$ |
(8,644) |
$ |
12,910 |
$ |
(24,011) |
$ |
(1,216) |
||||||||||||
Add (Less): |
||||||||||||||||||||||||
Interest expense, net of interest income |
2,664 |
2,903 |
(33) |
10,870 |
390 |
5,525 |
||||||||||||||||||
Income tax provision |
2,963 |
5,063 |
11,796 |
18,244 |
12,503 |
23 |
||||||||||||||||||
Depreciation, amortization and accretion |
6,556 |
6,311 |
1,917 |
22,880 |
4,291 |
2,339 |
||||||||||||||||||
Share-based compensation |
56 |
56 |
56 |
224 |
112 |
— |
||||||||||||||||||
Acquisition-related transaction costs (1) |
10 |
599 |
212 |
2,271 |
212 |
— |
||||||||||||||||||
Selling, general and administrative (2) |
— |
— |
— |
— |
6,372 |
2,334 |
||||||||||||||||||
Loss on cash flow hedges related to Quinto interest rate swaps |
— |
— |
— |
— |
5,448 |
— |
||||||||||||||||||
Loss on termination of residential financing obligations |
— |
— |
— |
— |
6,477 |
— |
||||||||||||||||||
Unrealized loss (gain) on derivatives (3) |
(972) |
(285) |
(159) |
(1,508) |
611 |
— |
||||||||||||||||||
Add proportionate share from equity method investments (4) |
||||||||||||||||||||||||
Interest expense, net of interest income |
(375) |
(54) |
(144) |
(524) |
(165) |
— |
||||||||||||||||||
Depreciation, amortization and accretion |
3,142 |
2,397 |
3,052 |
10,825 |
5,212 |
— |
||||||||||||||||||
Adjusted EBITDA |
$ |
18,294 |
$ |
32,864 |
$ |
8,053 |
$ |
76,192 |
$ |
17,452 |
$ |
9,005 |
||||||||||||
Less: |
||||||||||||||||||||||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5) |
(7,604) |
(10,418) |
(5,849) |
(28,642) |
(14,102) |
— |
||||||||||||||||||
Cash interest paid (6) |
(3,000) |
(3,278) |
(2,787) |
(12,176) |
(4,502) |
— |
||||||||||||||||||
Cash income taxes paid |
(2) |
— |
— |
(2) |
— |
— |
||||||||||||||||||
Maintenance capital expenditures |
(50) |
— |
— |
(50) |
— |
— |
||||||||||||||||||
Cash distributions to non-controlling interests |
(2,412) |
(2,826) |
— |
(6,142) |
— |
— |
||||||||||||||||||
Add: |
||||||||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
14,054 |
7,018 |
6,230 |
30,129 |
10,902 |
— |
||||||||||||||||||
Indemnity payment from Sponsors (8) |
279 |
64 |
3,900 |
10,316 |
3,900 |
— |
||||||||||||||||||
Short-term Note (9) |
— |
— |
1,964 |
— |
1,964 |
— |
||||||||||||||||||
Test electricity generation (10) |
— |
— |
4,020 |
421 |
5,576 |
— |
||||||||||||||||||
Cash proceeds (usage) from sales-type residential leases, net (11) |
649 |
630 |
754 |
2,550 |
2,730 |
2,746 |
||||||||||||||||||
State and local rebates (12) |
— |
— |
— |
299 |
— |
— |
||||||||||||||||||
Cash proceeds for reimbursable network upgrade costs (13) |
222 |
— |
— |
222 |
— |
— |
||||||||||||||||||
Cash available for distribution |
$ |
20,430 |
$ |
24,054 |
$ |
16,285 |
$ |
73,117 |
$ |
23,920 |
$ |
11,751 |
(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, the Lost Hills Blackwell Project and the Henrietta Project and is included on our 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, the Lost Hills Blackwell Project and the Henrietta Project. |
(8) |
Represents indemnity payments from the Sponsors owed to OpCo in accordance with the Omnibus Agreement. |
(9) |
Represents a working capital loan from First Solar. |
(10) |
Test electricity generation represents the sale of electricity that was generated prior to COD by the Kingbird Project for the year ended November 30, 2016 and by the Quinto Project, the RPU Project, the UC Davis Project and the Macy's California Project for the eleven months ended November 30, 2015. 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. |
(11) |
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. |
(12) |
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. |
(13) |
Cash proceeds from a utility company related to reimbursable network upgrade costs associated with the Kingbird Project. |
8point3 Energy Partners LP | ||||||||
(in millions) |
Low |
High |
||||||
Net loss |
$ |
(6.4) |
$ |
(5.6) |
||||
Add (Less): |
||||||||
Interest expense, net of interest income |
5.5 |
5.5 |
||||||
Income tax provision |
(0.1) |
(0.1) |
||||||
Depreciation, amortization and accretion |
6.4 |
6.4 |
||||||
Share-based compensation |
0.1 |
0.1 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
6.3 |
6.3 |
||||||
Adjusted EBITDA |
$ |
11.8 |
$ |
12.6 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(6.8) |
(7.2) |
||||||
Cash interest paid |
(5.5) |
(5.5) |
||||||
Cash distributions to non-controlling interests |
(2.0) |
(2.0) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
17.7 |
17.7 |
||||||
Network upgrade refund |
6.0 |
6.1 |
||||||
Cash proceeds from sales-type residential leases |
0.6 |
0.6 |
||||||
Repayment of working capital loan |
(2.0) |
(2.0) |
||||||
Estimated cash available for distribution |
$ |
19.8 |
$ |
20.3 |
(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. |
8point3 Energy Partners LP | ||||||||
(in millions) |
Low |
High |
||||||
Net income |
$ |
27.0 |
$ |
32.6 |
||||
Add (Less): |
||||||||
Interest expense, net of interest income |
24.3 |
24.3 |
||||||
Income tax provision |
3.4 |
4.4 |
||||||
Depreciation, amortization and accretion |
26.3 |
26.3 |
||||||
Share-based compensation |
0.2 |
0.2 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
25.3 |
25.3 |
||||||
Adjusted EBITDA |
$ |
106.5 |
$ |
113.1 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(60.4) |
(63.5) |
||||||
Cash interest paid |
(24.3) |
(24.3) |
||||||
Cash distributions to non-controlling interests |
(9.2) |
(9.2) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
65.1 |
71.1 |
||||||
Network upgrade refund |
13.2 |
13.2 |
||||||
Cash proceeds from sales-type residential leases |
2.6 |
2.6 |
||||||
Repayment of working capital loan |
(2.0) |
(2.0) |
||||||
Estimated cash available for distribution |
$ |
91.5 |
$ |
101.0 |
(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. |
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Jan. 12, 2017 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) will announce its fourth-quarter 2016 financial results on a conference call on Thursday, January 26, 2017 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on January 26, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Dec. 19, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ:CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2490 per share for the fourth quarter of 2016. This represents an increase of approximately 18.7 percent over the minimum quarterly distribution and an increase of 3.5 percent over the previous quarter's distribution of $0.2406 per share. The fourth quarter distribution will be paid on January 13, 2017 to shareholders of record as of January 3, 2017.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Nov. 14, 2016 8point3 Energy Partners (NASDAQ: CAFD) today announced that it has entered into an agreement to acquire First Solar's (NASDAQ: FSLR) 34 percent stake in its 300-megawatt (MW) Stateline solar project for $329.5 million.
"Consistent with our long-term strategy of acquiring high quality solar projects from our sponsors, we are pleased to add First Solar's 34 percent minority interest in Stateline to our diversified portfolio," said Chuck Boynton, CEO of 8point3 Energy Partners. "With the expected acquisition of Stateline, our portfolio will grow to interests in 937MW of solar projects."
The project is expected to generate approximately $32 million in average annual pre-tax cash distributions and has a 20 year contract life.
The transaction is subject to customary closing conditions and is expected to close on or about December 1, 2016. The partnership expects to fund the acquisition through some combination of cash on hand, a promissory note and borrowings under its existing credit facility.
Located in San Bernardino County, the Stateline project commenced operations in August 2016. The project is majority owned by Southern Company. Southern California Edison is purchasing the power generated by the project under a 20 year power purchase agreement.
About 8point3 Energy Partners
8point3 Energy Partners LP (NASDAQ: CAFD) is a growth-oriented limited partnership formed by First Solar, Inc. and SunPower Corp. 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, November 14, 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.
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SOURCE 8point3 Energy Partners
SAN JOSE, Calif., Sept. 22, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced the pricing of an underwritten public offering of 7,000,000 Class A shares representing limited partner interests, at a public offering price of $14.65 per Class A share. The total gross proceeds (before the underwriters' discount and offering expenses) will be approximately $102.6 million. In connection with the offering, 8point3 Energy Partners granted the underwriters a 30-day option to purchase up to an additional 1,050,000 Class A shares. The offering is expected to close on September 28, 2016, subject to certain closing conditions.
8point3 Energy Partners expects to use the net proceeds from this offering to purchase 7,000,000 common units of 8point3 Operating Company, LLC ("8point3 Operating Company"), the entity that holds 8point3 Energy Partners' project assets. 8point3 Operating Company intends to use the proceeds from the sale of its common units to fund a portion of the purchase price of the previously announced acquisition of a 49 percent interest in the Henrietta Project, a substantially completed, 102 MW photovoltaic solar generating facility located in Kings County, California (the "Henrietta Acquisition"). This offering is not contingent upon the closing of the Henrietta Acquisition.
The Class A shares are being offered and will be sold pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (SEC). This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such states. The offering is being made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
BofA Merrill Lynch, Wells Fargo Securities, Citigroup, J.P. Morgan, Mizuho Securities and Credit Agricole Securities (USA) Inc. are the joint book running managers for the offering. A copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or by sending a request to:
BofA Merrill Lynch
Prospectus Department
NC1-004-03-43
200 North College Street, 3rd floor,
Charlotte NC 28255-0001
Email: dg.prospectus_requests@baml.com
Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
Telephone: (800) 326-5897
Email: cmclientsupport@wellsfargo.com
Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-800-831-9146
J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (888) 803-9204
Email: prospectus-eq_fi@jpmchase.com
Mizuho Securities
320 Park Avenue, 12th Floor
New York, NY 10022
Attn: Equity Capital Markets
Telephone: (212) 205-7600
Credit Agricole Securities (USA) Inc.
Attn: Equity Capital Markets
1301 Avenue of the Americas
New York, NY 10019
Telephone: (212) 408-5680
Email: equitycapitalmarkets@ca-cib.com
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.
Forward-Looking Statements
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. 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 22, 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.
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 22, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced the commencement of an underwritten public offering of 7,000,000 Class A shares representing limited partner interests. In connection with the offering, 8point3 Energy Partners intends to grant the underwriters a 30-day option to purchase up to an additional 1,050,000 Class A shares.
8point3 Energy Partners expects to use the net proceeds from this offering to purchase 7,000,000 common units of 8point3 Operating Company, LLC ("8point3 Operating Company"), the entity that holds 8point3 Energy Partners' project assets. 8point3 Operating Company intends to use the proceeds from the sale of its common units to fund a portion of the purchase price of the previously announced acquisition of a 49 percent interest in the Henrietta project, a substantially completed, 102 MW photovoltaic solar generating facility located in Kings County, California (the "Henrietta Acquisition"). This offering is not contingent upon the closing of the Henrietta Acquisition.
The Class A shares are being offered and will be sold pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (SEC). This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such states. The offering is being made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
BofA Merrill Lynch, Wells Fargo Securities, Citigroup, J.P. Morgan, Mizuho Securities and Credit Agricole Securities (USA) Inc. are the joint book running managers for the offering. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or by sending a request to:
BofA Merrill Lynch
Prospectus Department
NC1-004-03-43
200 North College Street, 3rd floor,
Charlotte NC 28255-0001
dg.prospectus_requests@baml.com
Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
Telephone: (800) 326-5897
Email: cmclientsupport@wellsfargo.com
Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-800-831-9146
J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (888) 803-9204
Email: prospectus-eq_fi@jpmchase.com
Mizuho Securities
320 Park Avenue, 12th Floor
New York, NY 10022
Attn: Equity Capital Markets
Telephone: (212) 205-7600
Credit Agricole Securities (USA) Inc.
Attn: Equity Capital Markets
1301 Avenue of the Americas
New York, NY 10019
Telephone: (212) 408-5680
Email: equitycapitalmarkets@ca-cib.com
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.
Forward-Looking Statements
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. 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 22, 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.
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 20, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its third fiscal quarter ended August 31, 2016.
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 |
Eight Months |
||||||||||||||||
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 |
Eight Months |
||||||||||||||||||||
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. |
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 20, 2016 /PRNewswire/ -- 8point3 Energy Partners (NASDAQ: CAFD) today announced that it has entered into an agreement to acquire SunPower Corp.'s (NASDAQ: SPWR) 49 percent stake in its 102-megawatt (MW) Henrietta solar project for $134 million.
"Our acquisition of SunPower's 49 percent minority interest in Henrietta further re-enforces our long-term strategy of adding high quality solar projects from our sponsors, with investment grade off-takers, to our portfolio," said Chuck Boynton, CEO of 8point3 Energy Partners. "With the expected acquisition of Henrietta, our portfolio will grow to interests in 637-MW of solar projects."
The acquisition is expected to generate approximately $10.9 million in annual cash distributions and has a 20 year contract life.
The 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.
Located in California's San Luis Valley, the Henrietta project will commence operations in October 2016. The project is majority owned by Southern Company. Pacific Gas and Electric is purchasing the power generated by the project under a 20 year power purchase agreement.
About 8point3 Energy Partners
8point3 Energy Partners LP (NASDAQ: CAFD) is a growth-oriented limited partnership formed by First Solar, Inc. and SunPower Corp. 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 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.
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Sept. 19, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2406 per share for the third quarter of 2016. This represents an increase of approximately 14.7 percent over the minimum quarterly distribution and an increase of 3.5 percent over the previous quarter's distribution of $0.2325 per share. The third quarter distribution will be paid on October 14, 2016 to shareholders of record as of October 3, 2016.
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.
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SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 29, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its second fiscal quarter ended May 31, 2016.
For the second quarter of fiscal 2016, 8point3 Energy Partners reported revenue of $13.5 million, net loss of $0.2 million, adjusted EBITDA of $17.4 million and CAFD of $10.3 million.
"Our strong second quarter results highlight the stability and strong performance of our U.S. solar project asset base as we exceeded our CAFD guidance for the quarter," said Chuck Boynton, 8point3 Energy Partners CEO. "As of the end of May, our portfolio consisted of interests in 525 megawatts (MW) of solar generating assets and we remain confident that with this asset portfolio, we will be able to achieve our targeted distribution growth rate of 12 to 15 percent through 2017. Additionally, with the latest adjustment to the ROFO portfolio, we have reduced our reliance on the capital markets while maintaining our long-term distribution growth targets."
With the increased opportunity to potentially acquire solar power plant projects beyond 2016 due to the extension of the federal Investment Tax Credit and with the desire to finance acquisitions on favorable terms while simultaneously maintaining a conservative capital structure, the partnership has agreed to make certain further adjustments to its ROFO portfolio. These most recent adjustments include waiving the partnership's right of first offer on First Solar's 250 MW Moapa project and adding to the ROFO portfolio First Solar's 280 MW California Flats project, which has an expected commercial operation date in 2018. The partnership believes that these additional adjustments better align the ROFO portfolio with its targeted long-term growth plan.
The partnership previously announced that its Board of Directors has declared a second quarter distribution for its Class A shares of $0.2325 per share. The second quarter distribution will be paid on July 15, 2016 to shareholders of record as of July 5, 2016.
As of May 31, 2016, 8point3 Energy Partners had total liquidity of more than $120 million comprised of $20 million in cash on its balance sheet and $101 million available on its five-year revolving credit facility. The company's liquidity position excludes up to $250 million in an accordion feature under its existing credit facility.
"We were pleased with our second quarter performance as we exceeded our financial targets in addition to raising our quarterly shareholder distribution by 3.5 percent," said Mark Widmar, 8point3 Energy Partners chief financial officer. "Our balance sheet remains strong and we have sufficient liquidity to acquire additional projects in the second half of the year if they meet our economic requirements."
Guidance
The partnership's third quarter 2016 guidance is as follows: revenue of $23.0 million to $24.0 million, net income of $10.0 million to $11.0 million, adjusted EBITDA of $29.0 million to $30.0 million, CAFD of $20.0 million to $21.0 million and a distribution per share of $0.2406, a forecasted increase of 3.5 percent compared to the Q2 2016 distribution.
The partnership's 2016 guidance is as follows: revenue of $57.1 million to $59.1 million, net income of $1.8 million to $3.8 million, adjusted EBITDA of $68.8 million to $70.8 million, CAFD of $71.0 million to $73.5 million. The partnership's fiscal year CAFD guidance includes approximately $9.5 million in network upgrade reimbursements currently expected to be received in the fourth quarter of 2016.
The partnership also reiterated that it expects to achieve its 12 to 15 percent distribution growth rate for 2016.
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, June 29, 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 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 measures 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 | ||||||||
May 31, |
November 30, |
|||||||
2016 |
2015 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
19,995 |
$ |
56,781 |
||||
Accounts receivable and short-term financing receivables, net |
8,151 |
4,289 |
||||||
Prepaid and other current assets1 |
11,485 |
8,033 |
||||||
Total current assets |
39,631 |
69,103 |
||||||
Property and equipment, net |
680,067 |
486,942 |
||||||
Long-term financing receivables, net |
81,724 |
83,376 |
||||||
Investments in unconsolidated affiliates |
348,588 |
352,070 |
||||||
Other long-term assets |
25,155 |
26,142 |
||||||
Total assets |
$ |
1,175,165 |
$ |
1,017,633 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities1 |
$ |
8,209 |
$ |
2,612 |
||||
Short-term debt and financing obligations |
1,964 |
1,964 |
||||||
Deferred revenue, current portion |
512 |
489 |
||||||
Total current liabilities |
10,685 |
5,065 |
||||||
Long-term debt and financing obligations |
362,503 |
297,206 |
||||||
Deferred revenue, net of current portion |
655 |
746 |
||||||
Other long-term liabilities |
34,251 |
22,483 |
||||||
Total liabilities |
408,094 |
325,500 |
||||||
Redeemable noncontrolling interests |
22,549 |
89,747 |
||||||
Equity: |
||||||||
Class A shares, 20,014,658 and 20,007,281 issued and outstanding as of May 31, 2016 and November 30, 2015, respectively |
392,860 |
392,748 |
||||||
Class B shares, 51,000,000 issued and outstanding as of May 31, 2016 and November 30, 2015 |
— |
— |
||||||
Accumulated earnings |
22,075 |
15,580 |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
414,935 |
408,328 |
||||||
Noncontrolling interests |
329,587 |
194,058 |
||||||
Total equity |
744,522 |
602,386 |
||||||
Total liabilities and equity |
$ |
1,175,165 |
$ |
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 $1.0 million and $0.9 million as of May 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 $3.6 million and $0.2 million as of May 31, 2016 and November 30, 2015, respectively. |
8point3 Energy Partners LP | ||||||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
May 31, |
June 28, |
May 31, |
June 28, |
|||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||
Revenues: |
||||||||||||||||
Operating revenues1 |
$ |
13,517 |
$ |
2,179 |
$ |
20,619 |
$ |
4,313 |
||||||||
Total revenues |
13,517 |
2,179 |
20,619 |
4,313 |
||||||||||||
Operating costs and expenses1: |
||||||||||||||||
Cost of operations |
1,759 |
252 |
3,025 |
2,310 |
||||||||||||
Cost of operations—SunPower, prior to IPO |
— |
234 |
— |
468 |
||||||||||||
Selling, general and administrative |
1,656 |
4,519 |
3,292 |
7,798 |
||||||||||||
Depreciation, amortization and accretion |
5,388 |
748 |
10,014 |
1,478 |
||||||||||||
Acquisition-related transaction costs |
829 |
— |
1,662 |
— |
||||||||||||
Total operating costs and expenses |
9,632 |
5,753 |
17,993 |
12,054 |
||||||||||||
Operating income (loss) |
3,885 |
(3,574) |
2,626 |
(7,741) |
||||||||||||
Other expense (income): |
||||||||||||||||
Interest expense |
3,051 |
480 |
5,924 |
1,526 |
||||||||||||
Interest income |
(328) |
(1,064) |
(613) |
(1,064) |
||||||||||||
Other expense (income) |
(334) |
7,977 |
(260) |
11,925 |
||||||||||||
Total other expense, net |
2,389 |
7,393 |
5,051 |
12,387 |
||||||||||||
Income (loss) before income taxes |
1,496 |
(10,967) |
(2,425) |
(20,128) |
||||||||||||
Income tax provision |
(6,681) |
(103) |
(10,218) |
(109) |
||||||||||||
Equity in earnings of unconsolidated investees |
5,024 |
218 |
5,429 |
218 |
||||||||||||
Net loss |
(161) |
(10,852) |
(7,214) |
(20,019) |
||||||||||||
Less: Predecessor loss prior to IPO on June 24, 2015 |
— |
(10,928) |
— |
(20,095) |
||||||||||||
Net income (loss) subsequent to IPO |
(161) |
76 |
(7,214) |
76 |
||||||||||||
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(10,183) |
(69) |
(22,544) |
(69) |
||||||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
10,022 |
$ |
145 |
$ |
15,330 |
$ |
145 |
||||||||
Net income per Class A share: |
||||||||||||||||
Basic |
$ |
0.50 |
$ |
0.01 |
$ |
0.77 |
$ |
0.01 |
||||||||
Diluted |
$ |
0.50 |
$ |
0.01 |
$ |
0.77 |
$ |
0.01 |
||||||||
Distributions per Class A share: |
$ |
0.22 |
$ |
— |
$ |
0.44 |
$ |
— |
||||||||
Weighted average number of Class A shares: |
||||||||||||||||
Basic |
20,011 |
20,000 |
20,009 |
20,000 |
||||||||||||
Diluted |
35,511 |
32,500 |
35,509 |
32,500 |
||||||||||||
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 $2.6 million for the three and six months ended May 31, 2016, respectively, and $0.1 million for each of the three and six months ended June 28, 2015. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $1.7 million and $3.1 million for the three and six months ended May 31, 2016, respectively, and $0.2 million and $0.5 million for the three and six months ended June 28, 2015, respectively. |
8point3 Energy Partners LP | ||||||||
Six Months Ended |
||||||||
May 31, |
June 28, |
|||||||
2016 |
2015 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ |
(7,214) |
$ |
(20,019) |
||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
Depreciation, amortization and accretion |
10,014 |
1,488 |
||||||
Loss on cash flow hedges |
— |
3,242 |
||||||
Unrealized gain on interest rate swap |
(251) |
— |
||||||
Interest expense on financing obligation |
— |
1,193 |
||||||
Loss on termination of financing obligation |
— |
6,478 |
||||||
Reserve for rebates receivable |
— |
1,338 |
||||||
Cash distributions from unconsolidated investees |
7,718 |
— |
||||||
Equity in earnings of unconsolidated investees |
(5,429) |
(218) |
||||||
Deferred income taxes |
10,218 |
97 |
||||||
Share-based compensation |
112 |
— |
||||||
Amortization of debt issuance costs |
306 |
— |
||||||
Changes in allowance for doubtful accounts |
166 |
— |
||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable and financing receivable, net |
(2,432) |
(332) |
||||||
Cash grants receivable |
— |
146 |
||||||
Rebates receivable |
— |
(121) |
||||||
Solar power systems to be leased under sales type leases |
— |
160 |
||||||
Prepaid and other current assets |
(464) |
(3,632) |
||||||
Deferred revenue |
(68) |
(479) |
||||||
Accounts payable and other current liabilities |
951 |
1,326 |
||||||
Net cash provided by (used in) operating activities |
13,627 |
(9,333) |
||||||
Cash flows from investing activities: |
||||||||
Cash provided by (used in) purchases of property and equipment, net |
1,143 |
(224,018) |
||||||
Cash paid for acquisitions |
(117,974) |
— |
||||||
Distributions from unconsolidated investees |
1,193 |
— |
||||||
Net cash used in investing activities |
(115,638) |
(224,018) |
||||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of Class A shares, net of issuance costs |
— |
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 |
337,793 |
||||||
Cash distribution to SunPower at IPO |
— |
(371,527) |
||||||
Cash distribution to FirstSolar at IPO |
— |
(283,697) |
||||||
Capital distribution to SunPower |
— |
(3,162) |
||||||
Cash distribution to Class A members |
(8,835) |
— |
||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
372 |
1,039 |
||||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(1,276) |
— |
||||||
Net cash provided by financing activities |
65,225 |
271,245 |
||||||
Net increase (decrease) in cash and cash equivalents |
(36,786) |
37,894 |
||||||
Cash and cash equivalents, beginning of period |
56,781 |
— |
||||||
Cash and cash equivalents, end of period |
$ |
19,995 |
$ |
37,894 |
||||
Noncash transactions: |
||||||||
Assignment of financing receivables to a third-party financial institution |
$ |
— |
$ |
1,279 |
||||
Property and equipment acquisitions funded by liabilities |
3,435 |
— |
||||||
ARO assumed through acquisition |
1,528 |
2,130 |
||||||
Change in ARO assets and liabilities |
(224) |
4,570 |
||||||
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 |
1,616 |
— |
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 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 and transaction costs incurred for our acquisitions of projects. 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 or liquidity 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 minimum quarterly 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 or liquidity 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 table presents a reconciliation of net loss to Adjusted EBITDA and cash available for distribution for the three months ended May 31, 2016, February 29, 2016 and June 28, 2015, respectively, and six months ended May 31, 2016 and June 28, 2015, respectively:
8point3 Energy Partners LP | ||||||||||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||||||
May 31, |
February 29, |
June 28, |
May 31, |
June 28, |
||||||||||||||||
(in thousands) |
2016 |
2016 |
2015 |
2016 |
2015 |
|||||||||||||||
Net loss |
$ |
(161) |
$ |
(7,053) |
$ |
(10,852) |
$ |
(7,214) |
$ |
(20,019) |
||||||||||
Add (Less): |
||||||||||||||||||||
Interest expense, net of interest income |
2,715 |
2,588 |
(583) |
5,303 |
462 |
|||||||||||||||
Income tax provision |
6,681 |
3,537 |
103 |
10,218 |
109 |
|||||||||||||||
Depreciation, amortization and accretion |
5,388 |
4,626 |
748 |
10,014 |
1,478 |
|||||||||||||||
Share-based compensation |
56 |
56 |
— |
112 |
— |
|||||||||||||||
Selling, general and administrative (1) |
— |
— |
3,849 |
— |
6,372 |
|||||||||||||||
Loss on cash flow hedges related to Quinto interest rate swaps |
— |
— |
2,206 |
— |
5,448 |
|||||||||||||||
Loss on termination of residential financing obligations |
— |
— |
5,771 |
— |
6,477 |
|||||||||||||||
Acquisition-related transaction costs (2) |
829 |
833 |
— |
1,662 |
— |
|||||||||||||||
Unrealized (gain) loss on derivatives (3) |
(325) |
74 |
— |
(251) |
— |
|||||||||||||||
Add proportionate share from equity method investments (4) |
||||||||||||||||||||
Interest expense, net of interest income |
(53) |
(42) |
(15) |
(95) |
(15) |
|||||||||||||||
Depreciation, amortization and accretion |
2,234 |
3,052 |
161 |
5,286 |
161 |
|||||||||||||||
Adjusted EBITDA |
$ |
17,364 |
$ |
7,671 |
$ |
1,388 |
$ |
25,035 |
$ |
473 |
||||||||||
Less: |
||||||||||||||||||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5) |
(7,205) |
(3,415) |
(364) |
(10,620) |
(364) |
|||||||||||||||
Cash interest paid (6) |
(3,110) |
(2,788) |
— |
(5,898) |
— |
|||||||||||||||
Cash distributions to non-controlling interests |
(420) |
(484) |
— |
(904) |
— |
|||||||||||||||
Add: |
||||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
2,633 |
6,424 |
— |
9,057 |
— |
|||||||||||||||
State and local rebates (8) |
— |
299 |
— |
299 |
— |
|||||||||||||||
Cash proceeds from sales-type residential leases (9) |
630 |
641 |
794 |
1,271 |
1,492 |
|||||||||||||||
Indemnity payment from SunPower (10) |
— |
9,973 |
— |
9,973 |
— |
|||||||||||||||
Test electricity generation (11) |
421 |
— |
— |
421 |
— |
|||||||||||||||
Estimated cash available for distribution |
$ |
10,313 |
$ |
18,321 |
$ |
1,818 |
$ |
28,634 |
$ |
1,601 |
||||||||||
(1) |
Represents the non-cash allocation of the Predecessor's corporate overhead in selling, general and administrative expenses. |
(2) |
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. |
(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, income taxes and 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 energy 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 an indemnity payment from SunPower related to the shortfall in the reimbursable network upgrade costs related to the Quinto Project, which is owed to OpCo in accordance with the 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 | ||||||||
(in millions) |
Low |
High |
||||||
Net income |
$ |
10.0 |
$ |
11.0 |
||||
Add (Less): |
||||||||
Income tax provision |
6.0 |
6.0 |
||||||
Acquisition-related transaction costs |
0.5 |
0.5 |
||||||
Interest expense, net of interest income |
3.5 |
3.5 |
||||||
Depreciation, amortization and accretion |
6.5 |
6.5 |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
2.5 |
2.5 |
||||||
Adjusted EBITDA |
$ |
29.0 |
$ |
30.0 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(9.5) |
(10.0) |
||||||
Cash interest paid |
(3.5) |
(3.5) |
||||||
Cash distributions to non-controlling interests |
(3.0) |
(3.0) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
6.5 |
7.0 |
||||||
Cash proceeds from sales-type residential leases |
0.5 |
0.5 |
||||||
Estimated cash available for distribution |
$ |
20.0 |
$ |
21.0 |
(1) |
Represents 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. |
8point3 Energy Partners LP | ||||||||
(in millions) |
Low |
High |
||||||
Net income |
$ |
1.8 |
$ |
3.8 |
||||
Add (Less): |
||||||||
Income tax provision |
18.7 |
18.7 |
||||||
Acquisition-related transaction costs |
3.2 |
3.2 |
||||||
Interest expense, net of interest income |
12.3 |
12.3 |
||||||
Depreciation, amortization and accretion |
22.7 |
22.7 |
||||||
Stock-based compensation |
0.2 |
0.2 |
||||||
Unrealized gain on derivatives |
(0.2) |
(0.2) |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
10.1 |
10.1 |
||||||
Adjusted EBITDA |
$ |
68.8 |
$ |
70.8 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(25.5) |
(26.5) |
||||||
Cash interest paid |
(12.9) |
(12.9) |
||||||
Cash distributions to non-controlling interests |
(6.9) |
(6.4) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates (2) |
27.5 |
28.5 |
||||||
Indemnity payments from SunPower |
10.0 |
10.0 |
||||||
Network upgrade refund |
7.0 |
7.0 |
||||||
State and local rebate |
0.3 |
0.3 |
||||||
Test electricity generation |
0.4 |
0.4 |
||||||
Cash proceeds from sales-type residential leases |
2.3 |
2.3 |
||||||
Estimated cash available for distribution |
$ |
71.0 |
$ |
73.5 |
(1) |
Represents 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. |
(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. |
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 21, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2325 per share for the second quarter of 2016. This represents an increase of approximately 11 percent over the minimum quarterly distribution and an increase of 3.5 percent over the previous quarter's distribution of $0.2246 per share. The second quarter distribution will be paid on July 15, 2016 to shareholders of record as of July 5, 2016.
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.
Logo- http://photos.prnewswire.com/prnh/20160620/381628LOGO
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., June 16, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) will announce its second-quarter 2016 financial results on a conference call on Wednesday, June 29, 2016 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on June 29, 2016.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., April 6, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its first fiscal quarter ended February 29, 2016.
For the first quarter of fiscal 2016, 8point3 Energy Partners reported revenue of $7.1 million, a net loss of $7.1 million and adjusted EBITDA of $7.7 million. CAFD for the quarter was $18.3 million and exceeded the company's Q1 guidance by approximately $3 million.
"Our first quarter results reflect the continued strong performance of our high quality, U.S. solar project asset base as we exceeded our CAFD guidance for the quarter," said Chuck Boynton, 8point3 Energy Partners CEO. "As of the end of February, our portfolio consisted of 432 MW of solar generating assets, not including our recently acquired 20 MW Kern County project which is expected to contribute approximately $3.3 million in additional annual pre-tax CAFD when all three phases are operational later this year. We were also pleased to announce that we have agreed to acquire an interest in First Solar's 40 MW Kingbird project as well as an interest in SunPower's operating 50 MW Hooper project. These two new projects are expected to generate approximately $9 million in combined annual pre-tax CAFD and have 20 year contract terms. When completed, these two new projects bring our total generation assets to more than 542 MW."
Additionally, as recently announced, the partnership has agreed to make certain adjustments to the ROFO portfolio. This decision was reached as a result of the recent extension of the federal Investment Tax Credit, which provides an increased opportunity to acquire power plant projects beyond 2016. The partnership believes that these adjustments better align the ROFO portfolio with its targeted long-term growth plan while maintaining its stated targeted annual distribution growth.
The partnership previously announced that its Board of Directors has declared a first quarter distribution for its Class A shares of $0.2246 per share. The first quarter distribution will be paid on April 14, 2016.
As of February 29, 2016, 8point3 Energy Partners had total liquidity of more than $240 million comprised of $65 million in cash on its balance sheet, $151 million available on its five-year revolving credit facility and $25 million available through a delayed draw on its debt facility. The partnership acquired the Kingbird and Hooper projects during the second quarter for approximately $113 million using cash on hand and existing credit facilities.
"We were pleased to meet or exceed our first quarter financial goals in addition to raising our quarterly shareholder distribution by 3.5 percent," said Mark Widmar, 8point3 Energy Partners CFO. "Our liquidity position remains strong and with the recent additions of the Hooper and Kingbird projects when combined with our existing portfolio, we are well positioned to support our targeted 12 to 15 percent annual distribution growth rate through 2017."
Guidance
The partnership's second quarter 2016 guidance is as follows: revenue of $11.0 to $12.0 million, net loss of $2.0 to $0.5 million, adjusted EBITDA of $14.5 million to $16.0 million, CAFD of $6.0 million to $7.5 million and a distribution per share of approximately $0.232, a forecasted increase of 3.5 percent compared to the Q1 2016 distribution.
The partnership also reiterated that it expects to achieve its 12 to 15 percent distribution growth rate for 2016.
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, April 6, 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 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 measures 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.
8point3 Energy Partners LP | |||||||
Consolidated Balance Sheets | |||||||
(In thousands, except share data) | |||||||
(Unaudited) | |||||||
February 29, |
November 30, | ||||||
2016 |
2015 | ||||||
Assets |
|||||||
Current assets: |
|||||||
Cash and cash equivalents |
$ |
64,865 |
$ |
56,781 | |||
Accounts receivable and short-term financing receivables, net |
4,604 |
4,289 | |||||
Prepaid and other current assets1 |
10,027 |
8,033 | |||||
Total current assets |
79,496 |
69,103 | |||||
Property and equipment, net |
491,880 |
486,942 | |||||
Long-term financing receivables, net |
82,469 |
83,376 | |||||
Investments in unconsolidated affiliates |
346,197 |
352,070 | |||||
Other long-term assets |
24,698 |
26,142 | |||||
Total assets |
$ |
1,024,740 |
$ |
1,017,633 | |||
Liabilities and Equity |
|||||||
Current liabilities: |
|||||||
Accounts payable and other current liabilities1 |
$ |
7,314 |
$ |
2,612 | |||
Short-term debt and financing obligations |
1,964 |
1,964 | |||||
Deferred revenue, current portion |
196 |
489 | |||||
Total current liabilities |
9,474 |
5,065 | |||||
Long-term debt and financing obligations |
297,359 |
297,206 | |||||
Deferred revenue, net of current portion |
703 |
746 | |||||
Other long-term liabilities |
26,686 |
22,483 | |||||
Total liabilities |
334,222 |
325,500 | |||||
Redeemable noncontrolling interests |
57,083 |
89,747 | |||||
Equity: |
|||||||
Class A shares, 20,011,010 and 20,007,281 issued and outstanding as of February 29, 2016 and November 30, 2015, respectively |
392,804 |
392,748 | |||||
Class B shares, 51,000,000 issued and outstanding as of February 29, 2016 and November 30, 2015 |
— |
— | |||||
Accumulated earnings |
16,547 |
15,580 | |||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
409,351 |
408,328 | |||||
Noncontrolling interests |
224,084 |
194,058 | |||||
Total equity |
633,435 |
602,386 | |||||
Total liabilities and equity |
$ |
1,024,740 |
$ |
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 $0.9 million as of both February 29, 2016 and November 30, 2015. Related-party balances recorded within "Accounts payable and other current liabilities" in the unaudited condensed consolidated balance sheets were $3.7 million and $0.2 million as of February 29, 2016 and November 30, 2015, respectively. |
8point3 Energy Partners LP | |||||||
Consolidated Statements of Operations | |||||||
(In thousands, except per share data) | |||||||
(Unaudited) | |||||||
Three Months Ended | |||||||
February 29, |
March 29, | ||||||
2016 |
2015 | ||||||
Revenues: |
|||||||
Operating revenues1 |
$ |
7,102 |
$ |
2,134 | |||
Total revenues |
7,102 |
2,134 | |||||
Operating costs and expenses1: |
|||||||
Cost of operations |
1,266 |
2,058 | |||||
Cost of operations—SunPower, prior to IPO |
— |
234 | |||||
Selling, general and administrative |
1,636 |
3,279 | |||||
Depreciation, amortization and accretion |
4,626 |
730 | |||||
Acquisition-related transaction costs |
833 |
— | |||||
Total operating costs and expenses |
8,361 |
6,301 | |||||
Operating loss |
(1,259) |
(4,167) | |||||
Other expense (income): |
|||||||
Interest expense |
2,873 |
1,045 | |||||
Interest income |
(285) |
— | |||||
Loss on cash flow hedges and termination of financing obligation |
— |
3,948 | |||||
Other expense |
74 |
— | |||||
Total other expense, net |
2,662 |
4,993 | |||||
Loss before income taxes |
(3,921) |
(9,160) | |||||
Income tax provision |
(3,537) |
(6) | |||||
Equity in earnings of unconsolidated investees |
405 |
— | |||||
Net loss |
(7,053) |
$ |
(9,166) | ||||
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(12,361) |
||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
5,308 |
|||||
Net income per Class A share: |
|||||||
Basic |
$ |
0.27 |
|||||
Diluted |
$ |
0.27 |
|||||
Weighted average number of Class A shares: |
|||||||
Basic |
20,007 |
||||||
Diluted |
35,507 |
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 zero for the three months ended February 29, 2016 and March 29, 2015, respectively. Related party transactions recorded within "Operating costs and expenses" in the unaudited condensed consolidated statement of operations were $1.4 million and zero for the three months ended February 29, 2016 and March 29, 2015, respectively. |
8point3 Energy Partners LP | |||||||
Consolidated Statements of Cash Flows | |||||||
(In thousands) | |||||||
(Unaudited) | |||||||
Three Months Ended | |||||||
February 29, |
March 29, | ||||||
2016 |
2015 | ||||||
Cash flows from operating activities: |
|||||||
Net loss |
$ |
(7,053) |
$ |
(9,166) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|||||||
Depreciation, amortization and accretion |
4,626 |
730 | |||||
Loss on cash flow hedges |
— |
3,242 | |||||
Unrealized loss on interest rate swap |
74 |
— | |||||
Interest expense on financing obligation |
— |
925 | |||||
Loss on termination of financing obligation |
— |
706 | |||||
Reserve for rebates receivable |
— |
1,338 | |||||
Cash distributions from unconsolidated investees |
2,694 |
— | |||||
Equity in earnings of unconsolidated investees |
(405) |
— | |||||
Deferred income taxes |
3,537 |
— | |||||
Share-based compensation |
56 |
— | |||||
Amortization of debt issuance costs |
153 |
— | |||||
Changes in allowance for doubtful accounts |
95 |
— | |||||
Changes in operating assets and liabilities: |
|||||||
Accounts receivable and financing receivable, net |
(546) |
(440) | |||||
Cash grants receivable |
— |
22 | |||||
Rebates receivable |
— |
(487) | |||||
Solar power systems to be leased under sales type leases |
— |
78 | |||||
Prepaid and other current assets |
(550) |
(1,709) | |||||
Deferred revenue |
(336) |
(214) | |||||
Accounts payable and other current liabilities |
553 |
2,761 | |||||
Net cash provided by (used in) operating activities |
2,898 |
(2,214) | |||||
Cash flows from investing activities: |
|||||||
Cash provided by (used in) purchases of property and equipment, net |
1,341 |
(66,655) | |||||
Cash paid for acquisitions |
(4,887) |
— | |||||
Distributions from unconsolidated investees |
3,584 |
— | |||||
Net cash provided by (used in) investing activities |
38 |
(66,655) | |||||
Cash flows from financing activities: |
|||||||
Proceeds from issuance of bank loans, net of issuance costs |
— |
67,361 | |||||
Repayment of bank loans |
— |
(10,840) | |||||
Capital contributions from SunPower |
9,973 |
12,541 | |||||
Capital distribution to SunPower |
— |
(193) | |||||
Cash distribution to Class A members |
(4,341) |
— | |||||
Cash distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
(484) |
— | |||||
Net cash provided by financing activities |
5,148 |
68,869 | |||||
Net increase in cash and cash equivalents |
8,084 |
— | |||||
Cash and cash equivalents, beginning of period |
56,781 |
— | |||||
Cash and cash equivalents, end of period |
$ |
64,865 |
$ |
— | |||
Noncash transactions: |
|||||||
Assignment of financing receivables to a third-party financial institution |
$ |
— |
$ |
1,279 | |||
Property and equipment acquisitions funded by liabilities |
3,435 |
10,808 | |||||
Additions of ARO assets and liabilities |
547 |
— | |||||
Noncontrolling interests obtained through acquisition |
864 |
— | |||||
Accrued distributions to noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
630 |
— |
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 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 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 and transaction costs in our future acquisitions of projects. 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. 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, net cash provided by (used in) operating activities or any other performance or liquidity 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 or net cash provided by (used in) operating activities.
Cash Available for Distribution. Although we have not quantified cash available for distribution on a historical basis, 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 minimum quarterly 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 measures most directly comparable to cash available for distribution are net income and net cash provided by (used in) operating activities.
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, net cash provided by (used in) operating activities or any other performance or liquidity 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 or net cash provided by (used in) operating activities.
The following table presents a reconciliation of net loss to Adjusted EBITDA and Cash Available for Distribution for the three months ended February 29, 2016, November 30, 2015, and March 29, 2015, respectively:
8point3 Energy Partners LP | |||||||||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | |||||||||||
(Unaudited) | |||||||||||
Three Months Ended | |||||||||||
February 29, |
November 30, |
March 29, | |||||||||
(in thousands) |
2016 |
2015 |
2015 | ||||||||
Net loss |
$ |
(7,053) |
$ |
(8,644) |
$ |
(9,166) | |||||
Add (Less): |
|||||||||||
Interest expense, net of interest income |
2,588 |
(33) |
1,045 | ||||||||
Income tax provision |
3,537 |
11,796 |
6 | ||||||||
Depreciation, amortization and accretion |
4,626 |
1,917 |
730 | ||||||||
Share-based compensation |
56 |
56 |
— | ||||||||
Selling, general and administrative |
— |
— |
2,523 | ||||||||
Loss on cash flow hedges related to Quinto interest rate swaps |
— |
— |
3,242 | ||||||||
Loss on termination of residential financing obligations |
— |
— |
706 | ||||||||
Acquisition-related transaction costs (1) |
833 |
212 |
— | ||||||||
Unrealized loss on derivatives (2) |
74 |
(159) |
— | ||||||||
Add proportionate share from equity method investments (3) |
|||||||||||
Interest expense, net of interest income |
(42) |
(144) |
— | ||||||||
Depreciation, amortization and accretion |
3,052 |
3,052 |
— | ||||||||
Adjusted EBITDA |
$ |
7,671 |
$ |
8,053 |
$ |
(914) | |||||
Less: |
|||||||||||
Equity in earnings of unconsolidated affiliates, net with (3) above (4) |
(3,415) |
(5,849) |
— | ||||||||
Cash interest paid (5) |
(2,788) |
(2,787) |
— | ||||||||
Cash distributions to non-controlling interests |
(484) |
— |
— | ||||||||
Add: |
|||||||||||
Cash distributions from unconsolidated affiliates (6) |
6,424 |
6,230 |
— | ||||||||
Test electricity generation (7) |
— |
4,020 |
— | ||||||||
State and local rebates (8) |
299 |
— |
— | ||||||||
Cash proceeds from sales-type residential leases (9) |
641 |
754 |
698 | ||||||||
Indemnity payment from SunPower (10) |
9,973 |
3,900 |
— | ||||||||
Working capital loan (11) |
— |
1,964 |
— | ||||||||
Estimated cash available for distribution |
$ |
18,321 |
$ |
16,285 |
$ |
(216) |
(1) |
Represents acquisition-related financial advisory, legal and accounting fees associated with ROFO Project interests purchased and expected to be purchased by us in the future. |
(2) |
Represents the changes in fair value of interest rate swaps that were not designated as cash flow hedges. |
(3) |
Represents our proportionate share of net interest expense, income taxes and depreciation, amortization and accretion from our unconsolidated affiliates that are accounted for under the equity method. |
(4) |
Equity in earnings of unconsolidated affiliates represents the earnings from the Solar Gen 2 Project, the North Star Project and the Lost Hills Blackwell Project and is included on our unaudited condensed consolidated statements of operations. |
(5) |
Represents cash interest payments related to our term loan facility 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. |
(6) |
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. |
(7) |
Test electricity generation represents the sale of electricity that was generated prior to COD by the Quinto Project, the RPU Project, the UC Davis Project and the Macy's 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. |
(8) |
State and local rebates represent cash received from state or local governments for owning certain solar energy 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) |
For the three months ended February 29, 2016, represents an indemnity payment from SunPower related to the shortfall in the reimbursable network upgrade costs related to the Quinto Project, which is owed to OpCo in accordance with the Omnibus Agreement. For the three months ended November 30, 2015, represents an indemnity payment from SunPower related to the shortfall in energy produced prior to commercial operation which is owed to OpCo by each Sponsor in accordance with the Omnibus Agreement. |
(11) |
Represents a working capital loan from First Solar. |
8point3 Energy Partners LP | |||||||
FY 2016 Q2 Guidance | |||||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | |||||||
(in millions) |
Low |
High | |||||
Net income |
$ |
(2.0) |
$ |
(0.5) | |||
Add (Less): |
|||||||
Income tax provision (benefit) |
4.0 |
4.0 | |||||
Acquisition-related transaction costs |
1.0 |
1.0 | |||||
Interest expense, net of interest income |
3.0 |
3.0 | |||||
Depreciation, amortization and accretion |
5.5 |
5.5 | |||||
Add proportionate share from equity method investments (1): |
|||||||
Depreciation, amortization and accretion |
3.0 |
3.0 | |||||
Adjusted EBITDA |
$ |
14.5 |
$ |
16.0 | |||
Less: |
|||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(7.0) |
(7.0) | |||||
Cash interest paid |
(3.0) |
(3.0) | |||||
Cash distributions to non-controlling interests |
(1.5) |
(1.5) | |||||
Add: |
|||||||
Cash distributions from unconsolidated affiliates |
2.5 |
2.5 | |||||
Cash proceeds from sales-type residential leases |
0.5 |
0.5 | |||||
Estimated cash available for distribution |
$ |
6.0 |
$ |
7.5 |
(1) |
Represents 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. |
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., April 1, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (Nasdaq: CAFD), the joint venture formed by SunPower (Nasdaq: SPWR) and First Solar (Nasdaq: FSLR), announced today that it has entered into agreements to acquire an interest in the 50 megawatt (MW) Hooper Project from SunPower and the 40 MW Kingbird Project from First Solar. These drop-down acquisitions are expected to generate approximately $9 million in combined annual pre-tax cash flow and have a 20 year average contract life.
"We're pleased to announce our second and third drop-down transactions today," said Chuck Boynton, CEO of 8point3 Energy Partners. "These acquisitions continue our long-term strategy of adding high quality solar projects with investment grade off-takers to our portfolio."
Hooper and Kingbird Project Details
The 50 MW Hooper Project is located in Colorado's San Luis Valley and commenced operations in December 2015. Xcel Energy is purchasing the power generated by the Hooper Project under a 20 year power purchase agreement. All conditions have been satisfied and the transaction is expected to close today.
The 40 MW Kingbird Project has been acquired and is located in Kern County, California. Construction of the plant is expected to be completed next month. Following commercial operation, power generated by the Kingbird Project will be sold to member cities of the Southern California Public Power Authority and the City of Pasadena under separate 20 year power purchase agreements.
"These transactions, along with our purchase of the Kern County School District project in January, should enable us to achieve our targeted annual distribution growth rate of 12-15 percent through the end of 2017 without additional project acquisitions," Boynton added.
ROFO Portfolio Adjustment
With the increased opportunity to potentially acquire solar power plant projects beyond 2016 due to the recent extension of the federal Investment Tax Credit and with the desire to finance acquisitions on favorable terms while simultaneously maintaining a conservative capital structure, the partnership has agreed to make certain adjustments to the ROFO portfolio. These adjustments include (i) waiving the partnership's right of first offer on a portion of First Solar's interest in the 300 MW Stateline Project and (ii) adding First Solar's 179 MW Switch Station Project in Nevada to the ROFO portfolio, which has an expected commercial operation date in 2017. 8point3 Energy Partners now expects to be offered First Solar's remaining ownership stake in the Stateline Project, approximately 35 percent in the aggregate, at the end of 2016 or the first half of 2017. The partnership believes that these adjustments better align the ROFO portfolio with its targeted long-term growth plan while maintaining its stated targeted annual distribution growth.
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, April 1, 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 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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., March 24, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.2246 per share for the first quarter of 2016. This represents an increase of 7.1 percent over the minimum quarterly distribution and an increase of 3.5 percent over the previous quarter's distribution of $0.217 per share. The first quarter distribution will be paid on April 14, 2016 to shareholders of record as of April 5, 2016.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., March 16, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) will announce its first-quarter 2016 financial results on a conference call on Wednesday, April 6, 2016 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on April 6, 2016.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Jan. 27, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its fourth fiscal quarter ended Nov. 30, 2015.
For the fourth quarter of fiscal 2015 8point3 Energy Partners reported revenue of $4.0 million, net loss of $8.6 million and adjusted EBITDA of $8.1 million. CAFD for the quarter was $16.3 million and exceeded our Q4 guidance by more than $1 million. Revenue, net loss and adjusted EBITDA for the quarter were adversely impacted by a 30-day delay in the partnership's Quinto project reaching commercial operation due to environmental requirements and minor production variations from certain projects already in operation. While the Quinto project generated electricity during the delay, proceeds from such generation are accounted for as a reduction in fixed assets for the project, rather than recognized as revenue.
"We are pleased to exceed our CAFD forecast for the quarter as our results reflect the solid performance of our high quality solar projects," said Chuck Boynton, 8point3 Energy Partners CEO. "During the quarter, more than 130 MW of projects reached commercial operation and now with all of our 432 MW initial portfolio producing energy, we expect these assets to generate approximately $70 million in annual CAFD with an approximately 22-year average remaining contract term. Additionally, we recently acquired the 20 MW Kern County School District project which we expect to generate approximately $2.7 million in annual after-tax CAFD when all three phases are operational later this year and which has a 20 year remaining contract term. This is our first acquisition and the partnership has been offered additional projects that are currently under review. We believe that with our stable, diversified portfolio of solar assets, our dual sponsor structure and associated pipelines and the current favorable policy environment, we are well positioned to sustain targeted growth rates."
The partnership previously announced that its Board of Directors has declared a fourth quarter distribution for its Class A shares of $0.217 per share. The fourth quarter distribution was paid on Jan. 14, 2016.
As of Nov. 30, 2015, 8point3 Energy Partners had total liquidity of $233 million comprised of $57 million in cash on its balance sheet, $151 million available on its five-year revolving credit facility and $25 million available through a delayed draw on its debt facility.
"We are pleased with our year end results which enabled us to increase our shareholder distribution by 3.5 percent and maintain our targeted long term, sustainable growth rate," said Mark Widmar, 8point3 Energy Partners CFO. "With our conservative capital structure, predictable cash flows from high quality solar assets and significant liquidity position, we have the resources to drive long term growth for our investors."
Guidance
The partnership's first quarter 2016 guidance is as follows: revenue of $6.0 to $7.0 million, net loss of $4.5 to $5.5 million, adjusted EBITDA of $6.0 million to $7.0 million, CAFD of $14.5 million to $15.5 million and a distribution per share of approximately $0.224, a forecasted increase of 3.5 percent compared to the Q4 2015 distribution.
The partnership also reiterated that it expects to achieve its 12-15 percent distribution growth rate for 2016.
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, January 27, 2015, 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 our prospectus related to the Partnership's initial public offering dated June 18, 2015 and filed with the SEC on June 22, 2015 and in the Partnership's Quarterly Reports on Form 10-Q for the quarters ended June 28, 2015 and August 31, 2015. 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 measures 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.
8point3 Energy Partners LP | ||||||||
Consolidated Balance Sheets | ||||||||
(In thousands, except share data) | ||||||||
November 30, |
December 28, |
|||||||
2015 |
2014 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
56,781 |
$ |
— |
||||
Accounts receivable and short-term financing receivables, net |
4,289 |
2,910 |
||||||
Cash grants and rebates receivable |
— |
1,216 |
||||||
Prepaid and other current assets |
8,033 |
— |
||||||
Total current assets |
69,103 |
4,126 |
||||||
Property and equipment, net |
486,942 |
158,208 |
||||||
Long-term financing receivables, net |
83,376 |
85,635 |
||||||
Investment in unconsolidated affiliates |
352,070 |
— |
||||||
Other long-term assets |
26,142 |
— |
||||||
Total assets |
$ |
1,017,633 |
$ |
247,969 |
||||
Liabilities and Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and other current liabilities |
$ |
2,612 |
$ |
12,214 |
||||
Short-term debt and financing obligations |
1,964 |
1,842 |
||||||
Deferred revenue, current portion |
489 |
631 |
||||||
Total current liabilities |
5,065 |
14,687 |
||||||
Long-term debt and financing obligations |
297,206 |
91,183 |
||||||
Deferred revenue, net of current portion |
746 |
10,615 |
||||||
Other long-term liabilities |
22,483 |
3,974 |
||||||
Total liabilities |
325,500 |
120,459 |
||||||
Redeemable noncontrolling interests |
89,747 |
— |
||||||
Equity: |
||||||||
Class A shares, 20,007,281 issued and outstanding as of November 30, 2015 and no shares issued or outstanding as of December 28, 2014 |
392,748 |
— |
||||||
Class B shares, 51,000,000 issued and outstanding as of November 30, 2015 and no shares issued or outstanding as of December 28, 2014 |
— |
— |
||||||
SunPower investment prior to IPO |
— |
140,189 |
||||||
Accumulated earnings (deficit) |
15,580 |
(9,523) |
||||||
Accumulated other comprehensive loss |
— |
(3,156) |
||||||
Total shareholders' equity attributable to 8point3 Energy Partners LP |
408,328 |
127,510 |
||||||
Noncontrolling interests |
194,058 |
— |
||||||
Total equity |
602,386 |
127,510 |
||||||
Total liabilities and equity |
$ |
1,017,633 |
$ |
247,969 |
8point3 Energy Partners LP | ||||||||||||
Consolidated Statements of Operations | ||||||||||||
(In thousands, except per share data) | ||||||||||||
Eleven Months Ended |
Year Ended |
|||||||||||
November 30, |
December 28, |
December 29, |
||||||||||
2015 |
2014 |
2013 |
||||||||||
Revenues: |
||||||||||||
Operating revenues |
$ |
10,660 |
$ |
9,231 |
$ |
24,489 |
||||||
Total revenues |
10,660 |
9,231 |
24,489 |
|||||||||
Operating costs and expenses: |
||||||||||||
Cost of operations |
2,624 |
(3,195) |
13,111 |
|||||||||
Cost of operations-SunPower, prior to IPO |
468 |
937 |
928 |
|||||||||
Selling, general and administrative |
10,702 |
4,818 |
4,272 |
|||||||||
Depreciation, amortization and accretion |
4,291 |
2,339 |
3,224 |
|||||||||
Acquisition-related transaction costs |
212 |
— |
— |
|||||||||
Total operating costs and expenses |
18,297 |
4,899 |
21,535 |
|||||||||
Operating (loss) income |
(7,637) |
4,332 |
2,954 |
|||||||||
Other expense (income): |
||||||||||||
Interest expense |
1,860 |
5,525 |
6,751 |
|||||||||
Interest income |
(1,470) |
— |
— |
|||||||||
Realized loss on cash flow hedges |
5,448 |
— |
— |
|||||||||
Loss on termination of financing obligation |
6,477 |
— |
— |
|||||||||
Unrealized loss on cash flow hedges |
611 |
— |
— |
|||||||||
Total other expense, net |
12,926 |
5,525 |
6,751 |
|||||||||
Loss before income taxes |
(20,563) |
(1,193) |
(3,797) |
|||||||||
Income tax provision |
(12,503) |
(23) |
(30) |
|||||||||
Equity in earnings of unconsolidated investees |
9,055 |
— |
— |
|||||||||
Net loss |
$ |
(24,011) |
$ |
(1,216) |
$ |
(3,827) |
||||||
Less: Predecessor loss prior to IPO on June 24, 2015 |
(20,095) |
|||||||||||
Net loss subsequent to IPO |
(3,916) |
|||||||||||
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests |
(22,642) |
|||||||||||
Net income attributable to 8point3 Energy Partners LP Class A shares |
$ |
18,726 |
||||||||||
Net income per Class A share: |
||||||||||||
Basic |
$ |
0.94 |
||||||||||
Diluted |
$ |
0.94 |
||||||||||
Weighted average number of Class A shares: |
||||||||||||
Basic |
20,002 |
|||||||||||
Diluted |
35,034 |
8point3 Energy Partners LP | ||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||
(In thousands) | ||||||||||||
Eleven Months Ended |
Year Ended |
|||||||||||
November 30, |
December 28, |
December 29, |
||||||||||
2015 |
2014 |
2013 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ |
(24,011) |
$ |
(1,216) |
$ |
(3,827) |
||||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||||||
Depreciation, amortization and accretion |
4,291 |
2,339 |
3,224 |
|||||||||
Unrealized loss on interest rate swap |
611 |
— |
— |
|||||||||
Interest expense on financing obligation |
1,193 |
4,838 |
4,550 |
|||||||||
Loss on termination of financing obligation |
6,477 |
— |
— |
|||||||||
Reserve for rebates receivable |
1,338 |
— |
— |
|||||||||
Cash distributions from unconsolidated investees |
6,766 |
— |
— |
|||||||||
Equity in earnings of unconsolidated investees |
(9,055) |
— |
— |
|||||||||
Deferred income taxes |
12,491 |
— |
— |
|||||||||
Share-based compensation |
112 |
— |
— |
|||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable and financing receivable |
374 |
(4,118) |
(19,229) |
|||||||||
Cash grants receivable |
146 |
1,099 |
(1,125) |
|||||||||
Rebates receivable |
(121) |
2,685 |
1,565 |
|||||||||
Solar power systems to be leased under sales type leases |
197 |
463 |
11,380 |
|||||||||
Prepaid expense and other current assets |
(4,258) |
— |
— |
|||||||||
Deferred revenue |
(118) |
(819) |
1,242 |
|||||||||
Accounts payable and other accrued liabilities |
5,403 |
(3,470) |
7,600 |
|||||||||
Net cash (used in) provided by operating activities |
1,836 |
1,801 |
5,380 |
|||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment |
(223,688) |
(58,457) |
(19,296) |
|||||||||
Receipts of cash grants related to solar energy systems under operating leases |
— |
3,226 |
11,214 |
|||||||||
Distributions from unconsolidated investees |
4,672 |
— |
— |
|||||||||
Net cash used in investing activities |
(219,016) |
(55,231) |
(8,082) |
|||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of Class A shares, net of issuance costs |
393,750 |
— |
— |
|||||||||
Proceeds from issuance of bank loans, net of issuance costs |
461,192 |
61,481 |
54,607 |
|||||||||
Cash distribution to SunPower at IPO |
(371,527) |
— |
— |
|||||||||
Cash distribution to SunPower for the remaining purchase price payments of initial projects |
(202,680) |
— |
— |
|||||||||
Cash distribution to First Solar at IPO |
(283,697) |
— |
— |
|||||||||
Repayment of bank loans |
(264,143) |
— |
— |
|||||||||
Proceeds from issuance of promissory note to First Solar |
1,964 |
— |
— |
|||||||||
Capital contributions from SunPower |
341,694 |
3,147 |
31,923 |
|||||||||
Capital distributions to SunPower |
(3,163) |
(11,198) |
(83,828) |
|||||||||
Cash distributions to Class A shares |
(3,146) |
— |
— |
|||||||||
Cash contributions from noncontrolling interests and redeemable noncontrolling interests - tax equity investors |
203,717 |
— |
— |
|||||||||
Net cash provided by financing activities |
273,961 |
53,430 |
2,702 |
|||||||||
Net increase in cash and cash equivalents |
56,781 |
— |
— |
|||||||||
Cash and cash equivalents, beginning of period |
— |
— |
— |
|||||||||
Cash and cash equivalents, end of period |
$ |
56,781 |
$ |
— |
$ |
— |
||||||
Non-cash transactions: |
||||||||||||
Assignment of financing receivables to a third party financial institution |
$ |
1,279 |
$ |
7,815 |
$ |
47,194 |
||||||
Property and equipment acquisitions funded by liabilities |
— |
8,675 |
— |
|||||||||
Additions of ARO assets and liabilities |
7,798 |
— |
— |
|||||||||
Predecessor liabilities assumed by SunPower |
48,588 |
— |
— |
|||||||||
Issuance by OpCo of OpCo common units, subordinated units and IDRs for acquisition of interests in First Solar Project Entities |
408,820 |
— |
— |
|||||||||
Property and equipment additions funded by SunPower post-IPO |
50,683 |
— |
— |
|||||||||
Supplemental disclosures: |
||||||||||||
Cash paid for interest, net of amounts capitalized |
437 |
688 |
335 |
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 loss plus interest expense, net of interest income, income tax (provision) benefit, 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 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 and transaction costs in our future acquisitions of projects. 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. 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, net cash provided by (used in) operating activities or any other performance or liquidity 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 or net cash provided by (used in) operating activities.
Cash Available for Distribution. Although we have not quantified cash available for distribution on a historical basis, 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 minimum quarterly 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 measures most directly comparable to cash available for distribution are net income and net cash provided by (used in) operating activities.
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, net cash provided by (used in) operating activities or any other performance or liquidity 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 or net cash provided by (used in) operating activities.
The following table presents a reconciliation of net income to Adjusted EBITDA and Cash Available for Distribution for the three months ended November 30, 2015, August 31, 2015, and December 28, 2014, and the eleven months ended November 30, 2015 and years ended December 28, 2014 and December 29, 2013, respectively:
8point3 Energy Partners LP | ||||||||||||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||
Three Months Ended |
Eleven Months Ended |
Year Ended |
||||||||||||||||||||||
November 30, |
August 31, |
December 28, |
November 30, |
December 28, |
December 29, |
|||||||||||||||||||
(in thousands) |
2015 |
2015 |
2014 |
2015 |
2014 |
2013 |
||||||||||||||||||
Net loss |
$ |
(8,644) |
$ |
1,287 |
$ |
(2,234) |
$ |
(24,011) |
$ |
(1,216) |
$ |
(3,827) |
||||||||||||
Add (Less): |
||||||||||||||||||||||||
Interest expense, net of interest income |
(33) |
(27) |
1,435 |
390 |
5,525 |
6,751 |
||||||||||||||||||
Income tax provision (benefit) |
11,796 |
701 |
54 |
12,503 |
23 |
30 |
||||||||||||||||||
Depreciation, amortization and accretion |
1,917 |
1,172 |
701 |
4,291 |
2,339 |
3,224 |
||||||||||||||||||
Share-based compensation |
56 |
56 |
— |
112 |
— |
— |
||||||||||||||||||
Corporate overhead allocation (1) |
— |
973 |
1,516 |
6,372 |
2,334 |
3,800 |
||||||||||||||||||
Loss on cash flow hedges related to Quinto interest rate swaps |
— |
2,673 |
— |
5,448 |
— |
— |
||||||||||||||||||
Loss on termination of residential financing obligations |
— |
— |
— |
6,477 |
— |
— |
||||||||||||||||||
Acquisition-related transaction costs (2) |
212 |
— |
— |
212 |
— |
— |
||||||||||||||||||
Unrealized (gain) loss on derivatives (3) |
(159) |
770 |
— |
611 |
— |
— |
||||||||||||||||||
Add proportionate share from equity method investments (4) |
||||||||||||||||||||||||
Interest expense, net of interest income |
(144) |
(21) |
— |
(165) |
— |
— |
||||||||||||||||||
Depreciation, amortization and accretion |
3,052 |
2,160 |
— |
5,212 |
— |
— |
||||||||||||||||||
Adjusted EBITDA |
$ |
8,053 |
$ |
9,744 |
$ |
1,472 |
$ |
17,452 |
$ |
9,005 |
$ |
9,978 |
||||||||||||
Less: |
||||||||||||||||||||||||
Equity in earnings of unconsolidated affiliates, net with (4) above (5) |
(5,849) |
(8,254) |
— |
(14,102) |
— |
— |
||||||||||||||||||
Cash interest paid (6) |
(2,787) |
(1,715) |
— |
(4,502) |
— |
— |
||||||||||||||||||
Add: |
||||||||||||||||||||||||
Cash distributions from unconsolidated affiliates (7) |
6,230 |
4,672 |
— |
10,902 |
— |
— |
||||||||||||||||||
Test electricity generation (8) |
4,020 |
1,556 |
— |
5,576 |
— |
— |
||||||||||||||||||
Cash proceeds (usage) from sales-type residential leases, net (9) |
754 |
744 |
662 |
2,730 |
2,746 |
(12,337) |
||||||||||||||||||
Indemnity payment from SunPower (10) |
3,900 |
— |
— |
3,900 |
— |
— |
||||||||||||||||||
Working capital loan (11) |
1,964 |
— |
— |
1,964 |
— |
— |
||||||||||||||||||
Cash available for distribution |
$ |
16,285 |
$ |
6,747 |
$ |
2,134 |
$ |
23,920 |
$ |
11,751 |
$ |
(2,359) |
||||||||||||
(1) |
Represents the non-cash allocation of the Predecessor's corporate overhead in selling, general and administrative expenses. |
(2) |
Represents acquisition-related financial advisory and legal fees associated with ROFO Project interests expected to be purchased by us in the future. |
(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, income taxes and 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 consolidated statements of operations. |
(6) |
Represents cash interest payments related to our term loan facility 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) |
Test electricity generation represents the sale of electricity that is generated prior to COD by the Quinto Project, the RPU Project, the UC Davis Project and the Macy's 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. |
(9) |
Cash proceeds (usage) 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 an indemnity payment from SunPower related to the short fall in energy produced prior to commercial operation which is owed to OpCo by each Sponsor in accordance with the Omnibus Agreement |
(11) |
Represents a working capital loan from First Solar. |
8point3 Energy Partners LP | ||||||||
FY 2016 Q1 Guidance | ||||||||
Reconciliation of Net Income to Adjusted EBITDA and Cash Available for Distribution (CAFD) | ||||||||
(in millions) |
Low |
High |
||||||
Net loss |
$ |
(5.5) |
$ |
(4.5) |
||||
Add (Less): |
||||||||
Income tax provision (benefit) |
1.5 |
1.5 |
||||||
Interest expense, net of interest income |
2.5 |
2.5 |
||||||
Depreciation, amortization and accretion |
4.5 |
4.5 |
||||||
Share-based compensation |
- |
- |
||||||
Add proportionate share from equity method investments (1): |
||||||||
Depreciation, amortization and accretion |
3.0 |
3.0 |
||||||
Adjusted EBITDA |
$ |
6.0 |
$ |
7.0 |
||||
Less: |
||||||||
Equity in earnings of unconsolidated affiliates, net with (1) |
(3.0) |
(3.0) |
||||||
Cash interest paid |
(2.5) |
(2.5) |
||||||
Cash distributions to non-controlling interests |
(1.5) |
(1.5) |
||||||
Add: |
||||||||
Cash distributions from unconsolidated affiliates |
5.0 |
5.0 |
||||||
Indemnity payment from Sponsor (2) |
10.0 |
10.0 |
||||||
Cash proceeds from sales-type residential leases |
0.5 |
0.5 |
||||||
Estimated cash available for distribution |
$ |
14.5 |
$ |
15.5 |
(1) |
Represents 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. |
(2) |
Represents the indemnity payment by SunPower for the shortfall of the expected network upgrade refund as compared to those projected in the base model in accordance with the amended Omnibus Agreement. |
SOURCE 8point3 Energy Partners LP
SAN FRANCISCO and SAN JOSE, Calif., Jan. 27, 2016 /PRNewswire/ -- Wells Fargo & Company (NYSE: WFC) and 8point3 Energy Partners LP (Nasdaq: CAFD), the YieldCo joint venture formed by SunPower (Nasdaq: SPWR) and First Solar (Nasdaq: FSLR), announced today that a joint venture of the two companies has acquired 22 megawatts (DC) of SunPower solar power systems under construction at 27 Kern High School District (KHSD) sites in Kern County, California. The acquisition represents the first drop-down transaction for 8point3 Energy Partners.
"We're pleased to announce our first drop-down transaction today, an acquisition that further diversifies our portfolio with a very significant distributed generation asset and strengthens our current position and outlook for long-term growth," said Chuck Boynton, CEO of 8point3 Energy Partners. "We commend Kern High School District for its leadership in solar, and look forward to celebrating the completion of these systems later this year."
"We are excited about our new joint venture and are proud to contribute to the success of 8point3 Energy Partners and SunPower," said Barry Neal, executive vice president of Renewable Energy and Environmental Finance at Wells Fargo. "We are pleased to provide capital to solar projects that will decrease emissions while reducing costs, and applaud Kern High School District for making such a substantial commitment to solar."
According to data provided by The Solar Foundation, KHSD's solar projects represent the largest contracted commitment to solar power by any school district in the U.S.
Under a power purchase agreement, Wells Fargo and 8point3 Energy Partners will sell electricity to the district at competitive rates, providing KHSD a hedge against potential utility rate increases with no upfront capital cost. Once the systems are operational in 2016, the district estimates it will achieve $80 million in electricity cost savings over 25 years. KHSD will own the renewable energy credits associated with the systems.
At the KHSD sites, SunPower is installing solar carports in the schools' parking lots. The solar carports take advantage of underutilized space and provide needed shade, and they feature SunPower® solar panels, the most efficient and reliable panels on the market today. All of the KHSD systems are expected to be operational before the end of 2016.
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.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a diversified, community-based financial services company with $1.8 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through 8,700 locations, 13,000 ATMs, the internet (wellsfargo.com) and mobile banking, and has offices in 36 countries to support customers who conduct business in the global economy. With approximately 265,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 30 on Fortune's 2015 rankings of America's largest corporations. Wells Fargo's vision is to satisfy our customers' financial needs and help them succeed financially. Wells Fargo perspectives are also available at Wells Fargo Blogs and Wells Fargo Stories.
In 2014, the Company donated $281.2 million to 17,100 nonprofits, and team members contributed more than 1.74 million volunteer hours around the country. A leader in reducing its own greenhouse gas emissions and building sustainably, Wells Fargo has been recognized by the U.S. Environmental Protection Agency's Center for Corporate Climate Leadership, the Carbon Disclosure Project and the U.S. Green Building Council. Since 2005, Wells Fargo has provided more than $52 billion in environmental finance, supporting sustainable buildings and renewable energy projects nationwide. This includes investments in more than 300 solar projects and 48 wind projects that have generated 103 terra-watt hours of electricity to date, enough to power 9.4 million American homes for one year and displace the release of 57 million metric tons of CO2e, equivalent to the CO2e released by 6.5 billion gallons of gasoline or 62 billion pounds of coal. For more information, please visit www.wellsfargo.com/environment.
About Kern High School District
The Kern High School District is located in Bakersfield, California and serves the county of Kern located at the southern end of the San Joaquin Valley. The Kern High School District is one of California's largest 9-12 high school districts with more than 37,000 students and 4,000 employees. Founded in 1893, the KHSD currently includes 18 comprehensive campuses, five alternative education campuses, four special education centers, three career technical education sites, one adult education center, and one charter school.
About Sage Renewables
Sage Renewables is an independent renewable energy consulting and project development firm with over 165 MW of project experience. Sage Renewables was retained by the Kern High School District to solicit proposals for the project, help guide vendor selection, and ensure District goals are met from design through implementation. From project conception to operations management, Sage provides unbiased expertise on all aspects of energy projects. Sage is technology and vendor neutral, and has implemented energy projects with all market-ready renewable technologies including solar PV, energy storage, energy management systems, solar thermal, fuel cell and wind. For more information, visit www.sagerenew.com.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Jan 14, 2016 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) will announce its fourth-quarter 2015 financial results on a conference call on Wednesday, January 27, 2016 at 1:30 p.m. Pacific Time. The call-in number is 517-308-9098, passcode: 8point3 or the webcast can be accessed from the "Investors" section of 8point3 Energy Partners' website at www.8point3energypartners.com. The earnings press release will be posted at the same location at approximately 1:05 p.m. Pacific Time on January 27, 2016.
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.
SOURCE 8point3 Energy Partners LP
SAN JOSE, Calif., Dec. 22, 2015 /PRNewswire/ -- 8point3 Energy Partners LP (NASDAQ: CAFD) announces that the Board of Directors of its general partner declared a cash distribution for its Class A shares of $0.217 per share for the fourth quarter of 2015. This represents an increase of 3.5 percent over the minimum quarterly distribution and non-prorated previous quarter distribution of $0.2097 per share (which was prorated to $0.157 per share for the post-initial public offering period from June 24, 2015 to August 31, 2015). The fourth quarter distribution will be paid on January 14, 2016 to shareholders of record as of January 4, 2016.
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.
SOURCE 8point3 Energy Partners LP
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Parent Entities:
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