Exhibit 99.5
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Panhandle B Member 2 LLC
For the Three Months Ended March 31, 2014 and
the Period: March 1, 2013 (Date of Inception) to March 31, 2013
Panhandle B Member 2 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 Member’s Capital | | | 3 | |
Consolidated Statements of Cash Flows | | | 4 | |
Panhandle B Member 2 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 | | $ | 181 | | | $ | 196 | |
Prepaid expenses and other current assets | | | 4,040 | | | | 4,662 | |
Deposit | | | 24,000 | | | | 24,000 | |
Deferred financing costs, net of accumulated amortization of $2,477 and $273 as of March 31, 2014 and December 31, 2013, respectively | | | 5,606 | | | | 7,599 | |
| | | | | | | | |
Total current assets | | | 33,827 | | | | 36,457 | |
| | |
Turbine advances | | | 58,365 | | | | 111,820 | |
Construction in progress | | | 123,947 | | | | 12,281 | |
Property, plant and equipment | | | 1,654 | | | | 82 | |
| | | | | | | | |
Total assets | | $ | 217,793 | | | $ | 160,640 | |
| | | | | | | | |
Liabilities and member’s capital | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and other accrued liabilities | | $ | 8 | | | $ | 151 | |
Accrued construction costs | | | 34,689 | | | | 886 | |
Related party payable | | | 1,613 | | | | 1,604 | |
Accrued interest | | | — | | | | 62 | |
Short-term debt | | | 93,815 | | | | 70,906 | |
| | | | | | | | |
Total current liabilities | | | 130,125 | | | | 73,609 | |
| | |
Asset retirement obligation | | | 1,622 | | | | 50 | |
| | | | | | | | |
Total liabilities | | | 131,747 | | | | 73,659 | |
| | | | | | | | |
Member’s capital: | | | | | | | | |
Capital | | | 86,408 | | | | 87,033 | |
Accumulated loss | | | (362 | ) | | | (52 | ) |
| | | | | | | | |
Total member’s capital | | | 86,046 | | | | 86,981 | |
| | | | | | | | |
Total liabilities and member’s capital | | $ | 217,793 | | | $ | 160,640 | |
| | | | | | | | |
1
Panhandle B Member 2 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 | | | — | | | | — | |
| | |
Cost of revenue: | | | | | | | | |
General and administrative | | | — | | | | — | |
| | | | | | | | |
Total cost of revenue | | | — | | | | — | |
| | | | | | | | |
Operating loss | | | — | | | | — | |
| | |
Other expense: | | | | | | | | |
Interest expense | | | (310 | ) | | | — | |
| | | | | | | | |
Total other expense | | | (310 | ) | | | — | |
| | | | | | | | |
Net and comprehensive loss | | $ | (310 | ) | | $ | — | |
| | | | | | | | |
2
Panhandle B Member 2 LLC
Consolidated Statements of Changes in Member’s Capital
(In Thousands of U.S. Dollars)
(Unaudited)
| | | | | | | | | | | | |
| | | | | Accumulated | | | | |
| | Capital | | | Loss | | | Total | |
Balances at December 31, 2013 | | $ | 87,033 | | | $ | (52 | ) | | $ | 86,981 | |
Capital distributions | | | (625 | ) | | | — | | | | (625 | ) |
Net and comprehensive loss | | | — | | | | (310 | ) | | | (310 | ) |
| | | | | | | | | | | | |
Balances at March 31, 2014 | | $ | 86,408 | | | $ | (362 | ) | | $ | 86,046 | |
| | | | | | | | | | | | |
3
Panhandle B Member 2 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 | | $ | (310 | ) | | $ | — | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Amortization of financing costs | | | 179 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Prepaid expenses and other current assets | | | 491 | | | | — | |
Accounts payable and other accrued liabilities | | | (11 | ) | | | — | |
Related party payable | | | 9 | | | | — | |
| | | | | | | | |
Net cash provided by operating activities | | | 358 | | | | — | |
| | | | | | | | |
| | |
Investing activities | | | | | | | | |
Capital expenditures | | | (22,283 | ) | | | (2 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (22,283 | ) | | | (2 | ) |
| | |
Financing activities | | | | | | | | |
Capital contributions | | | — | | | | 2 | |
Capital distributions | | | (625 | ) | | | — | |
Proceeds from issuance of short-term debt | | | 22,909 | | | | — | |
Payment of deferred equity issuance costs | | | (20 | ) | | | — | |
Payment of deferred financing costs | | | (354 | ) | | | — | |
| | | | | | | | |
Net cash provided by financing activities | | | 21,910 | | | | 2 | |
| | | | | | | | |
Net change in cash and cash equivalents | | | (15 | ) | | | — | |
Cash and cash equivalents at beginning of quarter | | | 196 | | | | — | |
| | | | | | | | |
Cash and cash equivalents at end of quarter | | $ | 181 | | | $ | — | |
| | | | | | | | |
| | |
Schedule of non-cash activities | | | | | | | | |
Capitalized interest to short-term debt | | $ | 269 | | | $ | — | |
Capitalized commitment fee to short-term debt | | | 286 | | | | — | |
Accrued construction in progress costs | | | 33,803 | | | | 22 | |
Amortization of prepaid expenses and other current assets - included as construction in progress | | | 150 | | | | — | |
Amortization of deferred financing costs - included as construction in progress | | | 2,026 | | | | — | |
Change in property, plant and equipment | | | 1,572 | | | | — | |
Capitalized interest - included as construction in progress | | | 269 | | | | — | |
4