Exhibit 99.6
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
In order to present the financial effect of the acquisitions of the Panhandle 1 and Panhandle 2 projects, which are scheduled to close at various times prior to the end of 2014, the following tables present unaudited pro forma consolidated balance sheet data as of March 31, 2014, pro forma consolidated statement of operations and other financial and operating data for the three months ended March 31, 2014 and the year ended December 31, 2013, after giving pro forma effect to (i) the transfer of assets and assumption of liabilities relative to the Panhandle 1 and Panhandle 2 projects at carried book value assuming a combination of entities under common control and before the capital contributions from tax equity investors expected at closing (ii) the estimated cash consideration payable by us for the acquisitions of the Panhandle 1 and Panhandle 2 projects and (iii) the estimated net proceeds of our primary public offering of shares of Class A common stock. The pro forma consolidated balance sheet, consolidated statement of operations and other financial and operating data presented are not necessarily indicative of what our actual results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future results of operations.
The pro forma consolidated financial data presented reflect events directly attributable to the acquisitions and certain assumptions we believe are reasonable. The acquisitions will be completed at various times prior to the end of 2014.
The unaudited pro forma consolidated balance sheet assumes that the acquisitions occurred on March 31, 2014. The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2014 and the year ended December 31, 2013 assume that the acquisitions occurred on January 1, 2013.
Our historical consolidated financial statements, from which the unaudited pro forma consolidated financial data have been derived, are presented in U.S. dollars and have been prepared in accordance with United States Generally Accepted Accounting Principles, which differ in certain material respects from International Financial Reporting Standards.
You should read the following tables in conjunction with “Structure and Formation of Our Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical consolidated financial statements and the notes thereto included in our periodic report on Form 10Q for the three months ended March 31, 2014 and our Annual Report on Form 10K for the year ended December 31, 2013 filed with the Security and Exchange Commission.
| | | | | | | | | | | | | | | | |
| | As of March 31, 2014 | |
| | | Pro forma | | | Pro forma | | | Pro forma | |
| | Historical | | | Adjustments (1) | | | Adjustments (2) | | | Adjusted | |
| | (U.S. dollars in thousands, except share data) | |
Balance Sheet Data: | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 100,343 | | | $ | 424 | | | $ | 288,000 | | | $ | 388,767 | |
| | | | (247,900 | ) (a) | | | — | | | | (247,900 | ) |
Trade receivables | | | 27,114 | | | | — | | | | — | | | | 27,114 | |
Related party receivable | | | 380 | | | | — | | | | — | | | | 380 | |
Reimbursable interconnection costs | | | 38 | | | | — | | | | — | | | | 38 | |
Derivative assets, current | | | 11,906 | | | | — | | | | — | | | | 11,906 | |
Current deferred tax assets | | | 573 | | | | — | | | | — | | | | 573 | |
Deposit | | | — | | | | 24,000 | | | | | | | | 24,000 | |
Prepaid expenses and other current assets | | | 9,878 | | | | 19,509 | | | | — | | | | 29,387 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 150,232 | | | | (203,967 | ) | | | 288,000 | | | | 234,265 | |
| | | | |
Restricted cash | | | 35,375 | | | | — | | | | — | | | | 35,375 | |
Turbine advances | | | — | | | | 58,365 | | | | | | | | 58,365 | |
Construction in progress | | | — | | | | 375,682 | | | | | | | | 375,682 | |
Property, plant and equipment, net of accumulated depreciation of $98,967 as of March 31, 2014. | | | 1,444,554 | | | | 4,242 | | | | — | | | | 1,448,796 | |
Unconsolidated investments | | | 88,546 | | | | — | | | | — | | | | 88,546 | |
Derivative assets | | | 66,935 | | | | — | | | | — | | | | 66,935 | |
Deferred financing costs, net of accumulated amortization of $17,570 as of March 31, 2014. | | | 34,911 | | | | — | | | | — | | | | 34,911 | |
Net deferred tax assets | | | 1,656 | | | | — | | | �� | — | | | | 1,656 | |
Other assets | | | 12,741 | | | | — | | | | — | | | | 12,741 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,834,950 | | | $ | 234,322 | | | $ | 288,000 | | | $ | 2,357,272 | |
| | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities | | $ | 10,329 | | | $ | 8 | | | $ | — | | | $ | 10,337 | |
Accrued construction costs | | | 3,007 | | | | 40,952 | | | | — | | | | 43,959 | |
Related party payable | | | 1,175 | | | | 1,671 | | | | — | | | | 2,846 | |
Accrued interest | | | 1,336 | | | | — | | | | — | | | | 1,336 | |
Dividend payable | | | 11,179 | | | | — | | | | — | | | | 11,179 | |
Derivative liabilities, current | | | 16,205 | | | | — | | | | — | | | | 16,205 | |
Current portion of long-term debt | | | 48,615 | | | | 267,887 | | | | — | | | | 316,502 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 91,846 | | | | 310,518 | | | | — | | | | 402,364 | |
| | | | |
Long-term debt | | | 1,186,473 | | | | — | | | | — | | | | 1,186,473 | |
Derivative liabilities | | | 7,520 | | | | — | | | | — | | | | 7,520 | |
Asset retirement obligations | | | 21,082 | | | | 4,149 | | | | — | | | | 25,231 | |
Net deferred tax liabilities | | | 6,101 | | | | — | | | | — | | | | 6,101 | |
Other long-term liabilities | | | 438 | | | | — | | | | — | | | | 438 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,313,460 | | | | 314,667 | | | | — | | | | 1,628,127 | |
| | | | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | | | | |
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 35,703,134 shares issued and outstanding at March 31, 2014, 46,884,647 pro forma shares issued and outstanding (2) | | | 357 | | | | — | | | | 111 | | | | 468 | |
Class B common stock, $0.01 par value per share: 20,000,000 shares authorized; 15,555,000 shares issued and outstanding at March 31, 2013 | | | 156 | | | | — | | | | — | | | | 156 | |
Additional paid-in capital | | | 478,861 | | | | (80,345 | ) | | | 287,889 | | | | 686,405 | |
Accumulated (loss) income | | | (28,225 | ) | | | — | | | | — | | | | (28,225 | ) |
Accumulated other comprehensive loss | | | (22,537 | ) | | | — | | | | — | | | | (22,537 | ) |
| | | | | | | | | | | | | | | | |
Total equity before noncontrolling interest | | | 428,612 | | | | (80,345 | ) | | | 288,000 | | | | 636,267 | |
Noncontrolling interest | | | 92,878 | | | | — | | | | — | | | | 92,878 | |
| | | | | | | | | | | | | | | | |
Total equity | | | 521,490 | | | | (80,345 | ) | | | 288,000 | | | | 729,145 | |
| | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 1,834,950 | | | $ | 234,322 | | | $ | 288,000 | | | $ | 2,357,272 | |
| | | | | | | | | | | | | | | | |
(1) | To reflect the transfer of combined assets and liabilities of the Panhandle 1 and Panhandle 2 projects at carrying book value as of March 31, 2014 assuming a combination of entities under common control and before the capital contributions from tax equity investors expected at closing. |
| (a) | To reflect the cash consideration of $125 million and $122.9 million payable by us for the acquisitions of Panhandle 1 and the Panhandle 2 projects, respectively. |
(2) | To reflect the estimated proceeds, net of transaction costs, of our proposed primary public offering of shares of Class A common stock based on the NASDAQ Global Market closing price of $26.83 on May 1, 2014. |
| | | | | | | | | | | | |
| | Three months ended March 31, 2014 | |
| | | | | Pro forma | | | Pro forma | |
| | Historical | | | Adjustments (1) | | | As Adjusted | |
| | (U.S. dollars in thousands, except per share data, share data and operating data) | |
Statement of Operations Data: | | | | | | | | | | | | |
Revenue: | | | | | | | | | | | | |
Electricity sales | | $ | 53,871 | | | $ | — | | | $ | 53,871 | |
Energy derivative settlements | | | 2,735 | | | | — | | | | 2,735 | |
Unrealized loss on energy derivative | | | (7,733 | ) | | | — | | | | (7,733 | ) |
Related party revenue | | | 445 | | | | — | | | | 445 | |
Other revenue | | | 231 | | | | — | | | | 231 | |
| | | | | | | | | | | | |
Total revenue | | | 49,549 | | | | — | | | | 49,549 | |
| | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | |
Project expenses | | | 16,074 | | | | — | | | | 16,074 | |
Depreciation and accretion | | | 21,177 | | | | — | | | | 21,177 | |
| | | | | | | | | | | | |
Total cost of revenue | | | 37,251 | | | | — | | | | 37,251 | |
| | | | | | | | | | | | |
Gross profit | | | 12,298 | | | | — | | | | 12,298 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
General and administrative | | | 3,903 | | | | 14 | | | | 3,917 | |
Related party general and administrative | | | 1,280 | | | | — | | | | 1,280 | |
| | | | | | | | | | | | |
Total operating expenses | | | 5,183 | | | | 14 | | | | 5,197 | |
| | | | | | | | | | | | |
Operating income | | | 7,115 | | | | (14 | ) | | | 7,101 | |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | | | (14,621 | ) | | | (1,311 | ) | | | (15,932 | ) |
Equity in earnings in unconsolidated investments | | | (12,548 | ) | | | — | | | | (12,548 | ) |
Interest rate derivative settlements | | | (1,017 | ) | | | — | | | | (1,017 | ) |
Unrealized loss on derivatives | | | (3,723 | ) | | | — | | | | (3,723 | ) |
Related party income | | | 696 | | | | — | | | | 696 | |
Other income, net | | | 167 | | | | — | | | | 167 | |
| | | | | | | | | | | | |
Total other expense | | | (31,046 | ) | | | (1,311 | ) | | | (32,357 | ) |
| | | | | | | | | | | | |
Net loss before income tax | | | (23,931 | ) | | | (1,325 | ) | | | (25,256 | ) |
Tax benefit | | | (2,032 | ) | | | — | | | | (2,032 | ) |
| | | | | | | | | | | | |
Net loss | | | (21,899 | ) | | | (1,325 | ) | | | (23,224 | ) |
Net loss attributable to noncontrolling interest | | | (7,010 | ) | | | | | | | (7,010 | ) |
| | | | | | | | | | | | |
Net loss attributable to controlling interest | | $ | (14,889 | ) | | $ | (1,325 | ) | | $ | (16,214 | ) |
| | | | | | | | | | | | |
Weighted average number of shares: | | | | | | | | | | | | |
Basic and diluted - Class A common stock | | | 35,533,166 | | | | | | | | 35,533,166 | |
Basic and diluted - Class B common stock | | | 15,555,000 | | | | | | | | 15,555,000 | |
Earnings per share for period | | | | | | | | | | | | |
Class A common stock: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ | (0.20 | ) | | | | | | $ | (0.23 | ) |
| | | | | | | | | | | | |
Class B common stock: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ | (0.51 | ) | | | | | | $ | (0.54 | ) |
| | | | | | | | | | | | |
Other Data: | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | |
Operating activities | | $ | 16,405 | | | $ | 47 | | | $ | 16,452 | |
Investing activities | | $ | 1,366 | | | $ | (81,420 | ) | | $ | (80,054 | ) |
Financing activities | | $ | (20,701 | ) | | $ | 81,353 | | | $ | 60,652 | |
Operating Data: | | | | | | | | | | | | |
MWh Sold(2) | | | 652,521 | | | | — | | | | 652,521 | |
Average realized electricity price ($/MWh)(3) | | $ | 87 | | | $ | — | | | $ | 87 | |
(1) | To present the effect of the acquisitions of the Panhandle 1 and Panhandle 2 projects before the capital contributions from tax equity investors expected at closing. |
(2) | MWh sold represents the amount of electricity measured in MWh that our projects generated and sold. |
(3) | Average realized electricity price represents total revenue from electricity sales and energy derivative settlements divided by the aggregate number of MWh sold. |
| | | | | | | | | | | | |
| | Year ended December 31, 2013 | |
| | | | | Pro forma | | | Pro forma | |
| | Historical | | | Adjustments (1) | | | As Adjusted | |
| | (U.S. dollars in thousands, except per share data, share data and operating data) | |
Statement of Operations Data: | | | | | | | | | | | | |
Revenue: | | | | | | | | | | | | |
Electricity sales | | $ | 173,270 | | | $ | — | | | $ | 173,270 | |
Energy derivative settlements | | | 16,798 | | | | — | | | | 16,798 | |
Unrealized loss on energy derivative | | | (11,272 | ) | | | — | | | | (11,272 | ) |
Related party revenue | | | 911 | | | | — | | | | 911 | |
Other revenue | | | 21,866 | | | | — | | | | 21,866 | |
| | | | | | | | | | | | |
Total revenue | | | 201,573 | | | | — | | | | 201,573 | |
| | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | |
Project expenses | | | 57,677 | | | | — | | | | 57,677 | |
Depreciation and accretion | | | 83,180 | | | | — | | | | 83,180 | |
| | | | | | | | | | | | |
Total cost of revenue | | | 140,857 | | | | — | | | | 140,857 | |
| | | | | | | | | | | | |
Gross profit | | | 60,716 | | | | — | | | | 60,716 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
General and administrative | | | 4,819 | | | | 27 | | | | 4,846 | |
Related party general and administrative | | | 8,169 | | | | — | | | | 8,169 | |
| | | | | | | | | | | | |
Total operating expenses | | | 12,988 | | | | 27 | | | | 13,015 | |
| | | | | | | | | | | | |
Operating income | | | 47,728 | | | | (27 | ) | | | 47,701 | |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | | | (63,614 | ) | | | (1,420 | ) | | | (65,034 | ) |
Equity in earnings in unconsolidated investments | | | 7,846 | | | | — | | | | 7,846 | |
Interest rate derivative settlements | | | (2,099 | ) | | | — | | | | (2,099 | ) |
Unrealized loss on derivatives | | | 15,601 | | | | — | | | | 15,601 | |
Net gain on transactions | | | 5,995 | | | | — | | | | 5,995 | |
Related party income | | | 665 | | | | — | | | | 665 | |
Other income, net | | | 2,496 | | | | — | | | | 2,496 | |
| | | | | | | | | | | | |
Total other expense | | | (33,110 | ) | | | (1,420 | ) | | | (34,530 | ) |
| | | | | | | | | | | | |
Net income before income tax | | | 14,618 | | | | (1,447 | ) | | | 13,171 | |
Tax provision | | | 4,546 | | | | — | | | | 4,546 | |
| | | | | | | | | | | | |
Net income | | | 10,072 | | | | (1,447 | ) | | | 8,625 | |
Net loss attributable to noncontrolling interest | | | (6,887 | ) | | | | | | | (6,887 | ) |
| | | | | | | | | | | | |
Net income attributable to controlling interest | | $ | 16,959 | | | $ | (1,447 | ) | | $ | 15,512 | |
| | | | | | | | | | | | |
Earnings per share information: | | | | | | | | | | | | |
Less: Net income attributable to controlling interest prior to the IPO on October 2, 2013 | | | (30,295 | ) | | | | | | | (29,427 | ) |
| | | | | | | | | | | | |
Net loss attributable to controlling interest subsequent to the IPO | | $ | (13,336 | ) | | | | | | $ | (13,915 | ) |
| | | | | | | | | | | | |
Weighted average number of shares: | | | | | | | | | | | | |
Basic and diluted - Class A common stock | | | 35,448,056 | | | | | | | | 35,448,056 | |
Basic and diluted - Class B common stock | | | 15,555,000 | | | | | | | | 15,555,000 | |
Earnings per share for period subsequent to the IPO | | | | | | | | | | | | |
Class A common stock: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ | (0.17 | ) | | | | | | $ | (0.18 | ) |
| | | | | | | | | | | | |
Class B common stock: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ | (0.48 | ) | | | | | | $ | (0.49 | ) |
| | | | | | | | | | | | |
Other Data: | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | |
Operating activities | | $ | 78,152 | | | $ | (26,384 | ) | | $ | 51,768 | |
Investing activities | | $ | 72,391 | | | $ | (301,963 | ) | | $ | (229,572 | ) |
Financing activities | | $ | (63,401 | ) | | $ | 328,791 | | | $ | 265,390 | |
Operating Data: | | | | | | | | | | | | |
MWh Sold(2) | | | 2,258,811 | | | | — | | | | 2,258,811 | |
Average realized electricity price ($/MWh)(3) | | $ | 84 | | | $ | — | | | $ | 84 | |
(1) | To present the effect of the acquisitions of the Panhandle 1 and Panhandle 2 projects before the capital contributions from tax equity investors expected at closing. |
(2) | MWh sold represents the amount of electricity measured in MWh that our projects generated and sold. |
(3) | Average realized electricity price represents total revenue from electricity sales and energy derivative settlements divided by the aggregate number of MWh sold. |