Exhibit 99.3
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Panhandle Wind Holdings LLC
For the Three Months Ended March 31, 2014 and
the Period: March 1, 2013 (Date of Inception) to March 31, 2013
Panhandle Wind Holdings LLC
Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2014 and
the Period: March 1, 2013 (Date of Inception) to March 31, 2013
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | |
Consolidated Statements of Financial Position | | 1 |
Consolidated Statements of Operations and Comprehensive Loss | | 2 |
Consolidated Statements of Changes in Members’ Capital | | 3 |
Consolidated Statements of Cash Flows | | 4 |
Panhandle Wind Holdings LLC
Consolidated Statements of Financial Position
(In Thousands of U.S. Dollars)
(Unaudited)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2014 | | | 2013 | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 243 | | | $ | 248 | |
Prepaid expenses and other current assets | | | 5,156 | | | | 5,351 | |
Deferred financing costs, net of accumulated amortization of $6,552 and $3,724 as of March 31, 2014 and December 31, 2013, respectively | | | 4,707 | | | | 7,495 | |
| | | | | | | | |
Total current assets | | | 10,106 | | | | 13,094 | |
| | |
Turbine advances | | | — | | | | 43,670 | |
Construction in progress | | | 251,735 | | | | 163,966 | |
Property, plant and equipment | | | 2,588 | | | | 1,967 | |
| | | | | | | | |
Total assets | | $ | 264,429 | | | $ | 222,697 | |
| | | | | | | | |
Liabilities and members’ capital | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and other accrued liabilities | | $ | — | | | $ | 30 | |
Accrued construction costs | | | 6,263 | | | | 23,684 | |
Related party payable | | | 58 | | | | — | |
Short-term debt | | | 174,072 | | | | 114,552 | |
| | | | | | | | |
Total current liabilities | | | 180,393 | | | | 138,266 | |
| | |
Asset retirement obligation | | | 2,527 | | | | 1,907 | |
| | | | | | | | |
Total liabilities | | | 182,920 | | | | 140,173 | |
| | | | | | | | |
Members’ capital: | | | | | | | | |
Capital | | | 83,060 | | | | 83,060 | |
Accumulated loss | | | (2,386 | ) | | | (1,381 | ) |
| | | | | | | | |
Total members’ capital before noncontrolling interest | | | 80,674 | | | | 81,679 | |
Noncontrolling interest | | | 835 | | | | 845 | |
| | | | | | | | |
Total members’ capital | | | 81,509 | | | | 82,524 | |
| | | | | | | | |
Total liabilities and members’ capital | | $ | 264,429 | | | $ | 222,697 | |
| | | | | | | | |
1
Panhandle Wind Holdings LLC
Consolidated Statements of Operations and Comprehensive Loss
(In Thousands of U.S. Dollars)
(Unaudited)
| | | | | | | | |
| | | | | March 1, 2013 | |
| | Three months | | | (Date of Inception) | |
| | ended | | | to | |
| | March 31, 2014 | | | March 31, 2013 | |
Revenue: | | | | | | | | |
Electricity sales | | $ | — | | | $ | — | |
| | | | | | | | |
Total revenue | | | — | | | | — | |
| | |
Operating expenses: | | | | | | | | |
General and administrative | | | 14 | | | | — | |
| | | | | | | | |
Total operating expenses | | | 14 | | | | — | |
| | | | | | | | |
Operating loss | | | (14 | ) | | | — | |
| | |
Other expense: | | | | | | | | |
Interest expense | | | (1,001 | ) | | | — | |
| | | | | | | | |
Total other expense | | | (1,001 | ) | | | — | |
| | | | | | | | |
Net and comprehensive loss | | | (1,015 | ) | | | — | |
| | |
Net and comprehensive loss attributable to noncontrolling interest | | | (10 | ) | | | — | |
| | | | | | | | |
Net and comprehensive loss attributable to controlling interest | | $ | (1,005 | ) | | $ | — | |
| | | | | | | | |
2
Panhandle Wind Holdings LLC
Consolidated Statements of Changes in Members’ Capital
(In Thousands of U.S. Dollars)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Controlling Interest | | | Noncontrolling Interest | | | | |
| | | | | Accumulated | | | | | | | | | Accumulated | | | | | | Total | |
| | Capital | | | Loss | | | Total | | | Capital | | | Loss | | | Total | | | Capital | |
Balances at December 31, 2013 | | $ | 83,060 | | | $ | (1,381 | ) | | $ | 81,679 | | | $ | 859 | | | $ | (14 | ) | | $ | 845 | | | $ | 82,524 | |
Net and comprehensive loss | | | — | | | | (1,005 | ) | | | (1,005 | ) | | | — | | | | (10 | ) | | | (10 | ) | | | (1,015 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at March 31, 2014 | | $ | 83,060 | | | $ | (2,386 | ) | | $ | 80,674 | | | $ | 859 | | | $ | (24 | ) | | $ | 835 | | | $ | 81,509 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
3
Panhandle Wind Holdings LLC
Consolidated Statements of Cash Flows
(In Thousands of U.S. Dollars)
(Unaudited)
| | | | | | | | |
| | | | | March 1, 2013 | |
| | Three months | | | (Date of Inception) | |
| | ended | | | to | |
| | March 31, 2014 | | | March 31, 2013 | |
Operating activities | | | | | | | | |
Net loss | | $ | (1,015 | ) | | $ | — | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Amortization of financing costs | | | 646 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Prepaid expenses and other current assets | | | — | | | | (785 | ) |
Accounts payable and other accrued liabilities | | | — | | | | (186 | ) |
Related party payable | | | 58 | | | | — | |
| | | | | | | | |
Net cash used in operating activities | | | (311 | ) | | | (971 | ) |
| | | | | | | | |
Investing activities | | | | | | | | |
Capital expenditures | | | (59,137 | ) | | | (370 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (59,137 | ) | | | (370 | ) |
Financing activities | | | | | | | | |
Contributions from controlling interest | | | — | | | | 1,326 | |
Proceeds from issuance of short-term debt | | | 59,520 | | | | — | |
Payment of deferred equity issuance costs | | | (7 | ) | | | — | |
Payment of deferred financing costs | | | (70 | ) | | | — | |
| | | | | | | | |
Net cash provided by financing activities | | | 59,443 | | | | 1,326 | |
| | | | | | | | |
Net change in cash and cash equivalents | | | (5 | ) | | | (15 | ) |
Cash and cash equivalents at beginning of quarter | | | 248 | | | | — | |
| | | | | | | | |
Cash and cash equivalents at end of quarter | | $ | 243 | | | $ | (15 | ) |
| | | | | | | | |
Schedule of non-cash activities | | | | | | | | |
Capitalized interest to short-term debt | | $ | 823 | | | $ | — | |
Capitalized commitment fee to short-term debt | | | 144 | | | | — | |
Accrued construction in progress costs | | | (17,421 | ) | | | 223 | |
Amortization of prepaid expenses and other current assets - included as construction in progress | | | 202 | | | | 3 | |
Amortization of deferred financing costs - included as construction in progress | | | 2,182 | | | | — | |
Change in property, plant and equipment | | | 620 | | | | — | |
Capitalized interest - included as construction in progress | | | 823 | | | | — | |
Accrued deferred financing costs | | | — | | | | 370 | |
4