BETHESDA, Md., June 15, 2017 (GLOBE NEWSWIRE) -- TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global” or the
“Company”), a global owner and operator of clean energy power plants, today reported fourth quarter and full year 2016 financial
results and filed its Form 10-K for the annual period ended December 31, 2016 with the Securities and Exchange Commission. The Form
10-K is available on the Investors section of TerraForm Global’s website at www.terraformglobal.com.
“TerraForm Global has made significant progress in meeting the closing conditions for the Brookfield transaction, including
entry into a settlement agreement with Renova and the approval of our settlement agreement with SunEdison by the bankruptcy court,”
said Peter Blackmore, Chairman and Interim CEO of TerraForm Global. “Our team remains focused on meeting the outstanding closing
conditions, which include the settlement of certain remaining litigation, receipt of certain regulatory approvals and shareholder
approval of the transaction. We continue to expect the transaction to close in the second half of 2017.”
4Q 2016 and FY 2016 Results: Key Metrics
|
4Q 2016 |
4Q 2015 |
% change YoY |
|
|
2016 |
|
Revenue, net ($M) |
$ |
55 |
|
$ |
51 |
|
8 |
% |
|
$ |
214 |
|
Net Income /
(Loss) ($M) |
$ |
(60 |
) |
$ |
(254 |
) |
n/a |
|
$ |
(78 |
) |
|
MW
(net economic ownership) at end of period |
|
919 |
|
|
854 |
|
8 |
% |
|
|
919 |
|
Capacity
Factor |
|
26.3 |
% |
|
31.1 |
% |
(490)
bps |
|
|
26.1 |
% |
MWh
(000s) |
|
574 |
|
|
558 |
|
3 |
% |
|
|
2,273 |
|
Adjusted
Revenue / MWh |
$ |
98 |
|
$ |
93 |
|
5 |
% |
|
$ |
95 |
|
Adjusted
Revenue ($M) |
$ |
56 |
|
$ |
52 |
|
8 |
% |
|
$ |
216 |
|
Adjusted
EBITDA ($M) |
$ |
33 |
|
$ |
40 |
|
-17 |
% |
|
$ |
151 |
|
Adjusted
EBITDA margin |
|
58.9 |
% |
|
76.7 |
% |
(1,780)
bps |
|
|
70.0 |
% |
CAFD ($M) |
$ |
18 |
|
$ |
38 |
|
-51 |
% |
|
$ |
93 |
|
|
Unrestricted cash at end of period ($M) |
$ |
681 |
|
$ |
922 |
|
-26 |
% |
|
$ |
681 |
|
Investor Conference Call
We will host an investor conference call and webcast to discuss our 4Q 2016 and FY 2016 results.
The webcast will also be available on TerraForm Global's investor relations website: www.terraformglobal.com.
A replay of the webcast will be available for those unable to attend the live webcast.
Annual Meeting
TerraForm Global has scheduled its annual meeting of stockholders for June 29, 2017 at 4:30 pm ET. As the Company did not hold
an annual meeting of stockholders in 2016, pursuant to Rule 14a-8 under the Exchange Act, the Company has set a new deadline for
the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in its proxy materials for the 2017 Annual
Meeting. In order to be considered timely, such stockholder proposals must have been received by the Company no later than
June 14, 2017. This deadline will also apply in determining whether notice is timely for purposes of exercising discretionary
voting authority with respect to proxies for purposes of Rule 14a-4(c) under the Exchange Act.
All stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be delivered to or mailed and received at
the principal executive offices of the Company, at TerraForm Global, Inc., 7550 Wisconsin Ave., 9th Floor, Bethesda, Maryland
20814. The Company’s Bylaws also specify certain requirements regarding the form and content of notices of stockholder proposals.
The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements. Additional details on the meeting can be found on the Investors section of
TerraForm Global’s website at www.terraformglobal.com.
About TerraForm Global
TerraForm Global is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Global
creates value for its investors by owning and operating clean energy power plants in high-growth emerging markets. For more
information about TerraForm Global, please visit: www.terraformglobal.com.
Safe Harbor Disclosure
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions,
known and unknown risks, and uncertainties and typically include words or variations of words such as “expect,” “anticipate,”
“believe,” “intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,” “guidance,” “outlook,” “objective,” “forecast,”
“target,” “potential,” “continue,” “would,” “will,” “should,” “could,” or “may” or other comparable terms and phrases. All
statements that address operating performance, events, or developments that TerraForm Global expects or anticipates will occur in
the future are forward-looking statements. They may include financial metrics such as estimates of expected adjusted EBITDA, cash
available for distribution (CAFD), earnings, revenues, capital expenditures, liquidity, capital structure, future growth, financing
arrangement and other financial performance items (including future dividends per share), descriptions of management’s plans or
objectives for future operations, products, or services, statements regarding the expected timing of the 2017 Annual Meeting, or
descriptions of assumptions underlying any of the above. Forward-looking statements are based on TerraForm Global’s current
expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although
TerraForm Global believes its respective expectations and assumptions are reasonable, it can give no assurance that these
expectations and assumptions will prove to have been correct and actual results may vary materially.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not
limited to, risks related to the closing of the transactions contemplated by the merger agreement entered into with certain
affiliates of Brookfield Asset Management Inc. and the consequences to the Company if the Brookfield Transaction is not
consummated, the settlement agreement entered into among the Company, SunEdison and certain of their respective affiliates to
resolve, among other things, the intercompany claims between the Company and SunEdison in the SunEdison bankruptcy, the SunEdison
bankruptcy, including our transition away from reliance on SunEdison for management, corporate and accounting services, employees,
critical systems and information technology infrastructure, and the operation, maintenance and asset management of our renewable
energy facilities; risks related to events of default and potential events of default arising under the indenture governing our
senior notes and/or project-level financing; risks related to failure to satisfy the requirements of Nasdaq, which could result in
the delisting of our common stock; risks related to delays in our filing of periodic reports with the SEC; delays in the filing or
mailing of the Company’s proxy statement for the 2017 Annual Meeting; risks related to our potential execution of strategic
alternatives; pending and future litigation; our ability to integrate the projects we acquire from third parties or otherwise
realize the anticipated benefits from such acquisitions; the willingness and ability of counterparties to fulfill their obligations
under offtake agreements; price fluctuations, termination provisions and buyout provisions in offtake agreements; our ability to
successfully identify, evaluate, and consummate acquisitions; government regulation, including compliance with regulatory and
permit requirements and changes in market rules, rates, tariffs, environmental laws and policies affecting renewable energy;
operating and financial restrictions under agreements governing indebtedness; the condition of the debt and equity capital markets
and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility
that we may incur additional indebtedness going forward; our ability to compete against traditional and renewable energy companies;
potential conflicts of interests or distraction due to the fact that several of our directors are also directors of TerraForm
Power, Inc. and most of our executive officers are also executive officers of TerraForm Power, Inc.; and hazards customary to the
power production industry and power generation operations, such as unusual weather conditions and outages; and our ability to
manage our capital expenditures, economic, social and political risks and uncertainties inherent in international operations,
including operations in emerging markets and the impact of foreign exchange rate fluctuations, the imposition of currency controls
and restrictions on repatriation of earnings and cash, protectionist and other adverse public policies, including local content
requirements, import/export tariffs, increased regulations or capital investment requirements, conflicting international business
practices that may conflict with other customs or legal requirements to which we are subject, inability to obtain, maintain or
enforce intellectual property rights, and being subject to the jurisdiction of courts other than those of the United States,
including uncertainty of judicial processes and difficulty enforcing contractual agreements or judgments in foreign legal systems
or incurring additional costs to do so. Many of these factors are beyond TerraForm Global’s control.
TerraForm Global disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in
underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as
required by law. The foregoing list of factors that might cause results to differ materially from those contemplated in the
forward-looking statements should be considered in connection with information regarding risks and uncertainties which are
described in TerraForm Global’s Form 10-K for the fiscal year ended December 31, 2016, as well as additional factors it may
describe from time to time in other filings with the Securities and Exchange Commission. You should understand that it is not
possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of
all potential risks or uncertainties.
Adjusted Revenue
Adjusted Revenue is a supplemental non-GAAP measure used by our management for internal planning purposes, including for certain
aspects of our consolidating operating budget. We believe Adjusted Revenue 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.
Adjusted EBITDA
Adjusted EBITDA is a supplemental non-GAAP financial measure which eliminates the impact on net income of certain unusual or
non-recurring items and other factors that we do not consider representative of our core business or future operating performance.
This measurement is not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of
performance, including net income. The presentation of Adjusted EBITDA should not be construed as an inference that our future
results will be unaffected by non-operating, unusual or non-recurring items.
Cash Available for Distribution (CAFD)
CAFD is a supplemental non-GAAP measure of our ability to earn and distribute cash to investors. This measurement is not
recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance, including net
income, net cash provided by (used in) operating activities or any other liquidity measure determined in accordance with GAAP, nor
is it indicative of funds available to fund our cash needs.
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data) |
|
|
|
|
|
Year Ended December 31, |
|
|
2016 |
|
|
2015 |
|
|
2014 |
Operating revenues, net |
|
$ |
214,317 |
|
|
|
$ |
124,116 |
|
|
|
$ |
39,449 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of operations |
|
46,935 |
|
|
|
19,041 |
|
|
|
4,256 |
|
Cost of operations - affiliate |
|
— |
|
|
|
|
|
|
|
General and administrative expense |
|
72,857 |
|
|
|
32,315 |
|
|
|
12,199 |
|
Acquisition, formation and related costs |
|
10,872 |
|
|
|
39,358 |
|
|
|
— |
|
Depreciation, accretion and amortization expense |
|
55,188 |
|
|
|
28,931 |
|
|
|
7,167 |
|
Provision for contingent loss on deposit for acquisitions |
|
— |
|
|
|
231,000 |
|
|
|
— |
|
Total operating costs and expenses |
|
185,852 |
|
|
|
350,645 |
|
|
|
23,622 |
|
Operating income (loss) |
|
28,465 |
|
|
|
(226,529 |
) |
|
|
15,827 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
(Gain) loss on extinguishment of debt, net |
|
(5,857 |
) |
|
|
2,298 |
|
|
|
— |
|
Interest expense, net |
|
129,276 |
|
|
|
107,648 |
|
|
|
24,294 |
|
Gain on previously held equity investment |
|
— |
|
|
|
(1,426 |
) |
|
|
— |
|
(Gain) loss on foreign currency exchange, net |
|
(4,899 |
) |
|
|
35,720 |
|
|
|
(4,038 |
) |
Other income, net |
|
(20,239 |
) |
|
|
(6,422 |
) |
|
|
(1,090 |
) |
Total other expenses, net |
|
98,281 |
|
|
|
137,818 |
|
|
|
19,166 |
|
Loss before income tax expense |
|
(69,816 |
) |
|
|
(364,347 |
) |
|
|
(3,339 |
) |
Income tax expense |
|
8,682 |
|
|
|
5,335 |
|
|
|
1,700 |
|
Net loss |
|
(78,498 |
) |
|
|
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Less: Predecessor loss prior to initial public offering on August 5, 2015 |
|
— |
|
|
|
(39,353 |
) |
|
|
|
Net loss subsequent to initial public offering |
|
(78,498 |
) |
|
|
(330,329 |
) |
|
|
|
Less: Net loss attributable to non-controlling interests |
|
(25,466 |
) |
|
|
(118,532 |
) |
|
|
|
Net loss attributable to TerraForm Global, Inc. Class A common stockholders |
|
$ |
(53,032 |
) |
|
|
$ |
(211,797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
|
|
|
Class A common stock - Basic and diluted |
|
113,254 |
|
|
|
100,813 |
|
|
|
|
Loss per share: |
|
|
|
|
|
|
|
|
Class A common stock - Basic and diluted |
|
$ |
(0.47 |
) |
|
|
$ |
(2.10 |
) |
|
|
|
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands) |
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Net loss |
|
|
$ |
(78,498 |
) |
|
|
$ |
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
Net foreign currency translation adjustments |
|
|
44,711 |
|
|
|
(9,363 |
) |
|
|
(8,167 |
) |
Net unrealized gain (loss) on hedging instruments |
|
|
(10,033 |
) |
|
|
13,747 |
|
|
|
(12,903 |
) |
Other comprehensive income (loss), net of tax |
|
|
34,678 |
|
|
|
4,384 |
|
|
|
(21,070 |
) |
Total comprehensive loss |
|
|
(43,820 |
) |
|
|
(365,298 |
) |
|
|
(26,109 |
) |
Less: Predecessor comprehensive loss prior to initial public offering on August 5,
2015 |
|
|
— |
|
|
|
(43,453 |
) |
|
|
(26,109 |
) |
Comprehensive loss subsequent to initial public offering |
|
|
(43,820 |
) |
|
|
(321,845 |
) |
|
|
$ |
— |
|
Less: Comprehensive loss attributable to non-controlling interests: |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(25,466 |
) |
|
|
(118,532 |
) |
|
|
|
Net foreign currency translation adjustments |
|
|
18,091 |
|
|
|
(12,990 |
) |
|
|
|
Net unrealized gain (loss) on hedging instruments |
|
|
(6,713 |
) |
|
|
2,426 |
|
|
|
|
Total Comprehensive loss attributable to non-controlling interest |
|
|
(14,088 |
) |
|
|
(129,096 |
) |
|
|
|
Total Comprehensive loss attributable to Class A common stockholders |
|
|
$ |
(29,732 |
) |
|
|
$ |
(192,749 |
) |
|
|
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
December 31, |
(In thousands, except per share data) |
|
2016 |
|
|
2015 |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
680,893 |
|
|
|
$ |
922,318 |
|
Current portion of restricted cash, including consolidated variable
interest entities of $64,786 and $46,321as of December 31, 2016 and 2015, respectively |
|
79,294 |
|
|
|
119,151 |
|
Accounts receivable, net |
|
37,596 |
|
|
|
30,287 |
|
Prepaid expenses and other current assets, including consolidated
variable interest entities of $85,501 and $123,876 as of December 31, 2016 and 2015, respectively |
|
102,555 |
|
|
|
139,335 |
|
Total current assets |
|
900,338 |
|
|
|
1,211,091 |
|
Power plants, net, including consolidated variable interest entities of $431,686
and $478,884 as of December 31, 2016 and 2015, respectively |
|
1,355,362 |
|
|
|
1,206,604 |
|
Restricted cash |
|
16,482 |
|
|
|
22,682 |
|
Intangible assets, net including consolidated variable interest entities of $56,077
and $51,159 as of December 31, 2016 and 2015, respectively |
|
82,450 |
|
|
|
70,630 |
|
Equity method investment |
|
— |
|
|
|
73,249 |
|
Deposit for acquisitions, net including consolidated variable interest entities of
$136 and $40,134 as of December 31, 2016 and 2015, respectively |
|
48,274 |
|
|
|
51,101 |
|
Other assets |
|
45,373 |
|
|
|
51,809 |
|
Total assets |
|
$ |
2,448,279 |
|
|
|
$ |
2,687,166 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Current portion of long-term debt, including consolidated variable
interest entities of $314,928 and $326,535 as of December 31, 2016 and 2015, respectively |
|
$ |
327,459 |
|
|
|
$ |
319,498 |
|
Accounts payable |
|
12,009 |
|
|
|
8,491 |
|
Accrued expenses and other current liabilities, including
consolidated variable interest entities of $44,633 and $34,338 as of December 31, 2016 and 2015, respectively |
|
119,179 |
|
|
|
130,051 |
|
Due to SunEdison, net |
|
16,084 |
|
|
|
44,254 |
|
Total current liabilities |
|
474,731 |
|
|
|
502,294 |
|
Long-term debt, less current portion |
|
758,609 |
|
|
|
952,653 |
|
Asset retirement obligations |
|
10,310 |
|
|
|
8,629 |
|
Other long-term liabilities |
|
6,810 |
|
|
|
1,455 |
|
Deferred tax liabilities, including consolidated variable interest entities of
$40,817 and $37,295 as of December 31, 2016 and 2015, respectively |
|
52,106 |
|
|
|
39,482 |
|
Total liabilities |
|
1,302,566 |
|
|
|
1,504,513 |
|
Stockholders’ Equity: |
|
|
|
|
|
Preferred stock, par value $0.01 per share, 50,000,000 shares
authorized, no shares issued and outstanding as of December 31, 2016 or 2015 |
|
— |
|
|
|
— |
|
Class A common stock, par value $0.01 per share, 2,750,000,000 shares
authorized, 113,253,681 and 114,630,318 shares issued, and 112,995,133 and 114,625,074 shares outstanding as of December 31,
2016 and 2015, respectively |
|
1,132 |
|
|
|
1,146 |
|
Class B common stock, par value $0.01 per share, 200,000,000 shares
authorized, 61,343,054 shares issued and outstanding as of December 31, 2016 and 2015 |
|
613 |
|
|
|
613 |
|
Class B1 common stock, par value $0.01 per share, 550,000,000 shares
authorized, no shares issued or outstanding as of December 31, 2016 or 2015 |
|
— |
|
|
|
— |
|
Treasury stock, at cost, 258,548 and 5,244 shares owned as of
December 31, 2016 and 2015, respectively |
|
(4,739 |
) |
|
|
(28 |
) |
Additional paid-in capital |
|
940,405 |
|
|
|
923,740 |
|
Accumulated deficit |
|
(266,242 |
) |
|
|
(213,210 |
) |
Accumulated other comprehensive income (loss) |
|
12,119 |
|
|
|
(11,181 |
) |
Total TerraForm Global, Inc. stockholders’ equity |
|
683,288 |
|
|
|
701,080 |
|
Non-controlling interests |
|
462,425 |
|
|
|
481,572 |
|
Total stockholders’ equity |
|
1,145,713 |
|
|
|
1,182,652 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,448,279 |
|
|
|
$ |
2,687,165 |
|
|
|
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) |
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
|
2015 |
|
|
2014 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(78,498 |
) |
|
|
$ |
(369,682 |
) |
|
|
$ |
(5,039 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by operating
activities: |
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
9,846 |
|
|
|
21,159 |
|
|
|
1,140 |
|
Depreciation, accretion and amortization |
|
55,188 |
|
|
|
28,931 |
|
|
|
7,167 |
|
Stock-based compensation expense |
|
3,646 |
|
|
|
1,601 |
|
|
|
— |
|
Change in fair value of interest rate swaps |
|
5,538 |
|
|
|
(5,639 |
) |
|
|
705 |
|
Provision for contingent loss on deposit for acquisitions |
|
— |
|
|
|
231,000 |
|
|
|
— |
|
Loss on disposal of property |
|
2,735 |
|
|
|
— |
|
|
|
— |
|
Gain on previously held equity investment |
|
— |
|
|
|
(1,426 |
) |
|
|
— |
|
(Gain) Loss on extinguishment of debt |
|
(5,857 |
) |
|
|
2,298 |
|
|
|
— |
|
Unrealized gains on foreign currency, net |
|
3,714 |
|
|
|
(21,747 |
) |
|
|
|
Deferred tax expense (benefit) |
|
722 |
|
|
|
3,230 |
|
|
|
1,461 |
|
Other non-cash items |
|
1,475 |
|
|
|
(763 |
) |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
28 |
|
|
|
3,187 |
|
|
|
(7,533 |
) |
Prepaid expenses and other assets |
|
3,533 |
|
|
|
51,731 |
|
|
|
(656 |
) |
Accounts payable, accrued expenses and other liabilities |
|
(7,272 |
) |
|
|
56,921 |
|
|
|
(5,512 |
) |
Due to/from SunEdison, net |
|
(9,035 |
) |
|
|
4,210 |
|
|
|
23,327 |
|
Net cash (used in) provided by operating activities |
|
(14,237 |
) |
|
|
5,011 |
|
|
|
15,060 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(77,091 |
) |
|
|
(99,115 |
) |
|
|
(190,267 |
) |
Change in cash committed for construction |
|
— |
|
|
|
40,573 |
|
|
|
(40,305 |
) |
Change in restricted cash |
|
58,356 |
|
|
|
(29,435 |
) |
|
|
(1,509 |
) |
Cash paid for acquisitions, net of cash acquired |
|
(32,128 |
) |
|
|
(266,025 |
) |
|
|
— |
|
Proceeds from sale of power purchase agreement |
|
— |
|
|
|
10,299 |
|
|
|
— |
|
Cash paid for equity method investment |
|
— |
|
|
|
(72,400 |
) |
|
|
— |
|
Cash acquired upon FERSA consolidation |
|
8,022 |
|
|
|
— |
|
|
|
— |
|
Returns from BioTherm escrow and deposits |
|
6,595 |
|
|
|
— |
|
|
|
— |
|
Cash paid for deposit for acquisitions |
|
— |
|
|
|
(276,400 |
) |
|
|
— |
|
Cash paid for settlement of foreign currency contracts |
|
— |
|
|
|
(54,524 |
) |
|
|
— |
|
Other |
|
(1,000 |
) |
|
|
— |
|
|
|
228 |
|
Net cash used in investing activities |
|
(37,246 |
) |
|
|
(747,027 |
) |
|
|
(231,853 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from Bridge Facility |
|
— |
|
|
|
400,000 |
|
|
|
150,000 |
|
Repayments on Bridge Facility |
|
— |
|
|
|
(550,000 |
) |
|
|
— |
|
Proceeds from Revolver |
|
— |
|
|
|
135,000 |
|
|
|
— |
|
Repayments on Revolver |
|
(135,000 |
) |
|
|
— |
|
|
|
— |
|
Proceeds from IPO, net of fees |
|
— |
|
|
|
623,970 |
|
|
|
— |
|
Proceeds from Senior Notes, net of discount |
|
— |
|
|
|
799,899 |
|
|
|
— |
|
Repayments on Senior Notes |
|
(35,441 |
) |
|
|
(6,800 |
) |
|
|
— |
|
Repayments of system debt financing |
|
(35,085 |
) |
|
|
(475,901 |
) |
|
|
(8,693 |
) |
Proceeds from system debt financing |
|
— |
|
|
|
50,476 |
|
|
|
224,023 |
|
Net SunEdison investment |
|
50,577 |
|
|
|
73,292 |
|
|
|
5,930 |
|
Proceeds from Private Placement, net of fee |
|
— |
|
|
|
549,147 |
|
|
|
— |
|
Proceeds from loans from SunEdison and affiliates |
|
— |
|
|
|
— |
|
|
|
3,951 |
|
Payment of dividends |
|
(30,674 |
) |
|
|
(19,887 |
) |
|
|
— |
|
Payment of deferred financing costs |
|
— |
|
|
|
(42,731 |
) |
|
|
(9,692 |
) |
Net cash (used in) provided by financing activities |
|
(185,623 |
) |
|
|
1,536,465 |
|
|
|
365,519 |
|
Net (decrease) increase in cash and cash equivalents |
|
(237,106 |
) |
|
|
794,449 |
|
|
|
148,726 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
(4,319 |
) |
|
|
(22,277 |
) |
|
|
(1,728 |
) |
Cash and cash equivalents at beginning of period |
|
922,318 |
|
|
|
150,146 |
|
|
|
3,148 |
|
Cash and cash equivalents at end of period |
|
$ |
680,893 |
|
|
|
$ |
922,318 |
|
|
|
$ |
150,146 |
|
TERRAFORM GLOBAL, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(In thousands) |
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
|
2015 |
|
|
2014 |
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized of $3, $1,780 and
$1,623 respectively |
|
$ |
130,667 |
|
|
|
$ |
73,888 |
|
|
|
$ |
22,754 |
|
Schedule of non-cash activities: |
|
|
|
|
|
|
|
|
Additions to power plants in due to SunEdison, net |
|
220 |
|
|
|
64,508 |
|
|
|
2,100 |
|
Additions of asset retirement obligation (“ARO”) assets and
liabilities |
|
1,141 |
|
|
|
863 |
|
|
|
2,930 |
|
ARO assets and obligations from acquisitions |
|
1,113 |
|
|
|
3,690 |
|
|
|
— |
|
Compulsory convertible debt conversion |
|
9,793 |
|
|
|
— |
|
|
|
— |
|
Decrease in due to SunEdison, net in exchange for equity |
|
— |
|
|
|
76,362 |
|
|
|
— |
|
Issuance of Class A common stock in connection with acquisitions of
power plants |
|
— |
|
|
|
189,384 |
|
|
|
— |
|
Non-controlling interest in Global LLC (Class B units) issued in
connection with the initial public offering |
|
— |
|
|
|
463,859 |
|
|
|
— |
|
Long-term debt assumed in connection with acquisitions |
|
4,031 |
|
|
|
470,963 |
|
|
|
— |
|
Viability Gap Funding subsidies receivable |
|
5,683 |
|
|
|
17,910 |
|
|
|
— |
|
Appendix Table A-1: Reg. G: TerraForm Global, Inc.
Reconciliation of Operating Revenues to Adjusted Revenue (in thousands)
Adjusted Revenue
We define Adjusted Revenue as operating revenues, net adjusted for non-cash items including unrealized gain/loss on derivatives,
amortization of favorable and unfavorable revenue contracts and other non-cash items. We believe Adjusted Revenue 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. Adjusted Revenue is a non-GAAP measure used by our management for internal planning purposes,
including for certain aspects of our consolidating operating budget.
The following table presents a reconciliation of Operating revenues, net to Adjusted Revenue (in thousands):
|
|
|
|
|
|
|
3 Months Ended
December 31, 2016 |
|
3 Months Ended
December 31, 2015 |
|
Year Ended
December 31, 2016 |
Operating revenue, net |
55,146 |
|
51,256 |
|
214,317 |
Amortization of favorable and unfavorable rate revenue contracts, net (a) |
809 |
|
507 |
|
1,457 |
Adjusted revenue |
55,955 |
|
51,763 |
|
215,774 |
(a) Represents net amortization of favorable and unfavorable rate revenue contracts included within operating revenues, net
Appendix Table A-2: Reg. G: TerraForm Global, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA to Cash Available for Distribution (in
thousands)
Adjusted EBITDA
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 debt service capabilities. In addition, Adjusted
EBITDA is used by our management for internal planning purposes, including for certain aspects of our consolidated operating
budget.
We define Adjusted EBITDA as net income (loss) plus depreciation, accretion and amortization, non-cash affiliate general and
administrative costs, acquisition related expenses, interest expense, gains (losses) on interest rate swaps, foreign currency gains
(losses), income tax (benefit) expense and stock compensation expense, and certain other non-cash charges, unusual, non-operating
or non-recurring items and other items that we believe are not representative of our core business or future operating
performance. Our definitions and calculations of these items may not necessarily be the same as those used by other
companies. Adjusted EBITDA is not a measure of liquidity or profitability and should not be considered as an alternative to net
income, operating income, net cash provided by operating activities or any other measure determined in accordance with U.S.
GAAP.
Cash Available for Distribution
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 financial performance. In addition, cash available for
distribution is used by our management team for internal planning purposes.
We define “cash available for distribution” or “CAFD” as adjusted EBITDA of TerraForm Global, LLC as adjusted for certain cash
flow items that we associate with our operations. Cash available for distribution represents adjusted EBITDA (i) minus deposits
into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or
increase) cash provided by operating activities, (ii) minus cash distributions paid to non-controlling interests in our renewable
energy facilities, if any, (iii) minus scheduled project-level and other debt service payments and repayments in accordance with
the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (iv) minus
non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, (v) plus or
minus operating items as necessary to present the cash flows we deem representative of our core business operations, with the
approval of the audit committee.
The following table presents a reconciliation of net loss to Adjusted EBITDA to Cash Available for Distribution (in
thousands):
|
3 Months Ended |
3 Months Ended |
Year Ended
|
|
Dec. 31,
2016 |
Dec. 31,
2015 |
Dec. 31, 2016 |
|
|
|
|
|
Net income |
(60,076 |
) |
(254,196 |
) |
(78,498 |
) |
Add/(Subtract): |
|
|
|
Interest expense, net |
33,479 |
|
23,061 |
|
129,276 |
|
Income tax expense (benefit) |
3,642 |
|
4,426 |
|
8,682 |
|
Depreciation, accretion and amortization expense |
15,026 |
|
16,449 |
|
56,645 |
|
General and administrative expense - G&A (b) |
18,040 |
|
5,767 |
|
46,738 |
|
Non-cash stock-based compensation |
1,029 |
|
1,523 |
|
3,646 |
|
Acquisition, formation and related cost (c) |
645 |
|
10,846 |
|
10,872 |
|
Provision for contingent loss on deposit for acquisitions (425 MW India
Projects) |
- |
|
231,000 |
|
- |
|
Loss (gain) on foreign currency exchange, net (d) |
17,064 |
|
7,286 |
|
(4,899 |
) |
Loss (gain) on extinguishment of debt, net |
(127 |
) |
528 |
|
(5,857 |
) |
Other net loss (income) |
(446 |
) |
(4,434 |
) |
(20,239 |
) |
Other non-operating expenses (e) |
4,681 |
|
(2,537 |
) |
4,681 |
|
Adjusted EBITDA |
32,957 |
|
39,718 |
|
151,047 |
|
Add/(Subtract): |
|
|
|
Interest payment |
(7,620 |
) |
(7,278 |
) |
(119,942 |
) |
Scheduled project level and other debt service and repayments |
(1,633 |
) |
(1,243 |
) |
(8,680 |
) |
Cash distributions to non-controlling interests |
(242 |
) |
(3,513 |
) |
(320 |
) |
Non-expansionary capital expenditures |
(3,269 |
) |
(689 |
) |
(6,737 |
) |
Change in restricted cash (f) |
(5,718 |
) |
(10,499 |
) |
9,515 |
|
SunEdison interest support |
- |
|
- |
|
41,208 |
|
India viability gap funding receipt |
- |
|
- |
|
8,707 |
|
Economic interest (g) |
- |
|
16,647 |
|
3,531 |
|
BioTherm dividend receipt |
1,087 |
|
- |
|
6,593 |
|
Settlement gain/(loss) on foreign currency exchange related to operations |
(3,035 |
) |
3,000 |
|
(5,475 |
) |
Other (including interest income received) (h) |
5,922 |
|
1,846 |
|
13,087 |
|
Cash available for distribution |
18,449 |
|
37,989 |
|
92,533 |
|
|
(b) In conjunction with the closing of the IPO in August 5, 2015, we entered into the MSA with SunEdison, pursuant
to which SunEdison agreed to provide or arrange for other service providers to provide management and administrative
services to us. No cash consideration was paid to SunEdison for these services for the quarter ended December 31, 2016, quarter
ended December 31, 2015 or year ended December 31, 2016 and amount of general and administrative expense-affiliate in excess of the
fees paid to SunEdison is treated as an addback in the reconciliation of net income (loss) to Adjusted EBITDA. In
addition, non-operating items and other items incurred directly by TerraForm GLBL that we do not consider indicative of
our core business operations will be treated as an addback in the reconciliation of net income (loss) to Adjusted EBITDA. The
Company’s normal operating general and administrative expenses, not paid by SunEdison, $9.7M for the 3 months ended December
31, 2016 and $19.5M for the year ended December 31, 2016 are not added back in the reconciliation of net income (loss) to Adjusted
EBITDA.
(c) Represents transaction related costs, including affiliate acquisition costs, associated with the acquisitions completed
during the year ended December 31, 2016 and year ended December 31, 2015 since such costs are considered to be paid for with
financing sources. Additionally, includes formation and offering related fees and expenses and Formation and offering related fees
and expenses – affiliate reflected in the consolidated statement of operations. These fees consist of professional fees for legal,
tax, and accounting services related to our IPO.
(d) Includes settled and unsettled gains and losses on foreign currency hedges related to operating and investing
activities. The net loss relates primarily to losses on foreign currency hedges of certain planned acquisitions, and is
partially offset by gains on foreign currency hedges associated with operations.
(e) Other charges and or non-operating items that we believe are not representative of our core business or future
operating performance. For the 3 months ended December 31, 2016, includes $1.1M pre-dropdown construction related expense and $3.6M
PP&E replacement value write-off (CAFD impact recorded in actual and or expected to be recorded in non-expansionary capital
expenditures). For the 3 months ended December 31, 2015, items include post-dropdown related expenses incurred in 3Q 2015.
(f) Net change in restricted cash excludes impact of any foreign currency appreciation or depreciation during the period in
2016.
(g) Items include economic ownership in certain acquired operating assets, which accrued to TerraForm Global, Inc. prior to
each acquisition close date. For the 3 months ended December 31, 2015, $10.7M related to our acquisition of wind plants from
FERSA for the period January 1, 2015 to December 31, 2015 and $5.9M related to our acquisition of wind plants from Renova for the
period May 1, 2015 to September 18, 2015 and for the year ended December 31, 2016, $3.5M related to our acquisition of wind plants
from Renova for the period May 1, 2015 to September 18, 2015.
(h) For the 3 months ended December 31, 2016, includes $6.4M liquidated damages cash receipt, net interest income $0.2M and
net withholding tax/other ($0.7M). For the year ended December 31, 2016, includes $6.4M liquidated damages cash receipt,
$4.7M maintenance reserve, net interest income $2.3M and net withholding tax/other ($0.3M)
Contacts: Investors: Brett Prior TerraForm Global investors@terraform.com Media: Meaghan Repko / Joseph Sala Joele Frank, Wilkinson Brimmer Katcher media@terraform.com (212) 355-4449