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