Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PEGI | ||
Entity Registrant Name | Pattern Energy Group Inc. | ||
Entity Central Index Key | 1,561,660 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 87,409,790 | ||
Entity Public Float | $ 1,308,543,222 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents (Note 6) | $ 83,932 | $ 94,808 |
Restricted cash (Note 6) | 11,793 | 14,609 |
Funds deposited by counterparty | 43,635 | 0 |
Trade receivables (Note 6) | 37,510 | 45,292 |
Related party receivable | 1,134 | 734 |
Reimbursable interconnection costs | 0 | 38 |
Derivative assets, current | 17,578 | 24,338 |
Prepaid expenses (Note 6) | 13,803 | 14,498 |
Other current assets (Note 6) | 6,216 | 6,891 |
Deferred financing costs, current, net of accumulated amortization of $9,350 and $5,192 as of December 31, 2016 and December 31, 2015, respectively | 2,456 | 2,121 |
Total current assets | 218,057 | 203,329 |
Restricted cash (Note 6) | 13,646 | 36,875 |
Property, plant and equipment, net (Note 6) | 3,135,162 | 3,294,620 |
Unconsolidated investments | 233,294 | 116,473 |
Derivative assets | 26,712 | 44,014 |
Deferred financing costs | 4,052 | 4,572 |
Net deferred tax assets | 5,559 | 6,804 |
Finite-lived intangible assets, net (Note 6) | 91,895 | 97,722 |
Other assets (Note 6) | 24,390 | 25,183 |
Total assets | 3,752,767 | 3,829,592 |
Current liabilities: | ||
Accounts payable and other accrued liabilities (Note 6) | 31,305 | 42,776 |
Accrued construction costs (Note 6) | 1,098 | 23,565 |
Counterparty deposit liability | 43,635 | 0 |
Related party payable | 1,295 | 1,646 |
Accrued interest (Note 6) | 9,545 | 9,035 |
Dividends payable | 35,960 | 28,022 |
Derivative liabilities, current | 11,918 | 14,343 |
Revolving credit facility | 180,000 | 355,000 |
Current portion of long-term debt, net | 48,716 | 44,144 |
Other current liabilities (Note 6) | 3,403 | 2,156 |
Total current liabilities | 366,875 | 520,687 |
Long-term debt, net | 1,334,956 | 1,371,742 |
Derivative liabilities | 24,521 | 28,659 |
Net deferred tax liabilities | 31,759 | 22,183 |
Finite-lived intangible liability, net | 54,663 | 58,132 |
Other long-term liabilities (Note 6) | 61,249 | 52,427 |
Total liabilities | 1,874,023 | 2,053,830 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,410,687 and 74,644,141 shares outstanding as of December 31, 2016 and December 31, 2015, respectively | 875 | 747 |
Additional paid-in capital | 1,145,760 | 982,814 |
Accumulated loss | (94,270) | (77,159) |
Accumulated other comprehensive loss | (62,367) | (73,325) |
Treasury stock, at cost; 110,964 and 65,301 shares of Class A common stock as of December 31, 2016 and December 31, 2015, respectively | (2,500) | (1,577) |
Total equity before noncontrolling interest | 987,498 | 831,500 |
Noncontrolling interest | 891,246 | 944,262 |
Total equity | 1,878,744 | 1,775,762 |
Total liabilities and equity | $ 3,752,767 | $ 3,829,592 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Deferred financing costs, current, accumulated amortization | $ 9,350 | $ 5,192 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 87,410,687 | 74,644,141 |
Treasury stock, shares | (110,964) | (65,301) |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Electricity sales | $ 346,000 | $ 324,275 | $ 254,669 |
Related party revenue | 5,793 | 3,640 | 3,317 |
Other revenue | 2,259 | 1,916 | 7,507 |
Total revenue | 354,052 | 329,831 | 265,493 |
Cost of revenue: | |||
Project expense | 128,852 | 114,619 | 77,775 |
Depreciation and accretion | 174,490 | 143,376 | 104,417 |
Total cost of revenue | 303,342 | 257,995 | 182,192 |
Gross profit | 50,710 | 71,836 | 83,301 |
Operating expenses: | |||
General and administrative | 40,573 | 29,807 | 22,533 |
Related party general and administrative | 9,900 | 7,589 | 5,787 |
Total operating expenses | 50,473 | 37,396 | 28,320 |
Operating income (expense) | 237 | 34,440 | 54,981 |
Other income (expense): | |||
Interest expense | (78,004) | (77,907) | (67,694) |
Loss on undesignated derivatives, net | (3,324) | (5,490) | (15,743) |
Realized loss on designated derivatives | 0 | (11,221) | 0 |
Earnings (losses) in unconsolidated investments, net | 30,192 | 16,119 | (25,295) |
Related party income | 5,074 | 2,665 | 2,612 |
Early extinguishment of debt | 0 | (4,941) | 0 |
Net gain (loss) on transactions | (326) | (3,400) | 13,843 |
Other income (expense), net | 2,531 | (929) | 433 |
Total other expense | (43,857) | (85,104) | (91,844) |
Net loss before income tax | (43,620) | (50,664) | (36,863) |
Tax provision | 8,679 | 4,943 | 3,136 |
Net loss | (52,299) | (55,607) | (39,999) |
Net loss attributable to noncontrolling interest | (35,188) | (23,074) | (8,709) |
Net loss attributable to Pattern Energy | $ (17,111) | $ (32,533) | $ (31,290) |
Class A Common Stock [Member] | |||
Weighted average number of shares: | |||
Weighted average number of shares - Basic and diluted (in shares) | 79,382,388 | 70,535,568 | 42,361,959 |
Loss per share | |||
Basic and diluted loss per share | $ (0.22) | $ (0.46) | $ (0.56) |
Dividends declared per Class A common share | $ 1.58 | $ 1.43 | $ 1.30 |
Class B Common Stock [Member] | |||
Weighted average number of shares: | |||
Weighted average number of shares - Basic and diluted (in shares) | 15,555,000 | ||
Loss per share | |||
Basic and diluted loss per share | $ (0.49) | ||
Deemed dividends per Class B common share | $ 1.41 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (52,299) | $ (55,607) | $ (39,999) |
Other comprehensive income (loss): | |||
Foreign currency translation, net of zero tax impact | 4,785 | (28,947) | (10,875) |
Derivative activity: | |||
Effective portion of change in fair market value of derivatives, net of tax benefit of $833, $1,860 and $1,138, respectively | (6,751) | (16,163) | (33,444) |
Reclassifications to net loss due to termination/de-designation of interest rate derivatives, net of zero tax impact | 0 | 17,139 | 0 |
Reclassifications to net loss, net of tax impact of $949, $670 and $404, respectively | 7,462 | 12,234 | 13,774 |
Total change in effective portion of change in fair market value of derivatives | 711 | 13,210 | (19,670) |
Proportionate share of equity investee's derivative activity: | |||
Effective portion of change in fair market value of derivatives, net of tax (provision) benefit of ($375), $2,394 and $1,855, respectively | 1,039 | (6,640) | (5,991) |
Reclassifications to net loss, net of tax impact of $1,656, $870 and $0, respectively | 4,594 | 2,412 | 0 |
Total change in effective portion of change in fair market value of derivatives | 5,633 | (4,228) | (5,991) |
Total other comprehensive income (loss), net of tax | 11,129 | (19,965) | (36,536) |
Comprehensive loss | (41,170) | (75,572) | (76,535) |
Less comprehensive loss attributable to noncontrolling interest: | |||
Net loss attributable to noncontrolling interest | (35,188) | (23,074) | (8,709) |
Derivative activity: | |||
Effective portion of change in fair market value of derivatives, net of tax benefit of $44, $185 and $341, respectively | (119) | (1,740) | (3,422) |
Reclassifications to net loss, net of tax impact of $107, $201 and $121, respectively | 290 | 2,088 | 3,601 |
Total change in effective portion of change in fair market value of derivatives | 171 | 348 | 179 |
Comprehensive loss attributable to noncontrolling interest | (35,017) | (22,726) | (8,530) |
Comprehensive loss attributable to Pattern Energy | $ (6,153) | $ (52,846) | $ (68,005) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation, tax impact | $ 0 | $ 0 | $ 0 |
Effective portion of change in fair market value of derivatives, benefit | 833 | 1,860 | 1,138 |
Reclassifications to net loss due to termination of interest rate derivatives, tax impact | 0 | 0 | 0 |
Reclassifications to net loss, tax impact | 949 | 670 | 404 |
Effective portion of change in fair market value of derivatives tax (provision) benefit - equity investee | (375) | 2,394 | 1,855 |
Reclassifications to net loss, tax impact - equity investee | 1,656 | 870 | 0 |
Effective portion of change in fair market value of derivatives, tax benefit - noncontrolling interest | 44 | 185 | 341 |
Reclassifications to net loss, tax impact - noncontrolling interest | $ 107 | $ 201 | $ 121 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Parent [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Loss [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Parent Company [Member] | Parent Company [Member]Class A Common Stock [Member] |
Beginning balance at Dec. 31, 2013 | $ 568,004 | $ 468,210 | $ 355 | $ 156 | $ (24) | $ 489,412 | $ (13,336) | $ (8,353) | $ 99,794 | ||
Beginning balance, shares at Dec. 31, 2013 | 35,531,720 | 15,555,000 | (934) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Class A common stock, net of issuance costs | 286,893 | 286,893 | $ 108 | 286,785 | |||||||
Issuance of common stock, shares | 10,810,810 | ||||||||||
Issuance of Class A restricted common stock | 3,496 | 3,496 | $ 2 | 3,494 | |||||||
Issuance of Class A restricted common stock, shares | 175,915 | ||||||||||
Issuance of Class A common stock upon exercise of stock options | $ 327 | 327 | 327 | ||||||||
Issuance of Class A common stock upon exercise of stock options, shares | 14,861 | 14,861 | |||||||||
Repurchase of shares for employee tax withholding | $ (693) | (693) | $ (693) | ||||||||
Repurchase of shares for employee tax withholding, shares | (24,531) | ||||||||||
Conversion of Stock, Shares Issued | 15,555,000 | (15,555,000) | |||||||||
Conversion of Stock, Amount Issued | 0 | 0 | $ 156 | $ (156) | |||||||
Stock-based compensation | 610 | 610 | 610 | ||||||||
Refund of issuance costs related to the initial public offering | 286 | 286 | 286 | ||||||||
Dividends declared | (56,976) | (56,976) | (56,976) | ||||||||
Recognition of beneficial conversion feature on Class B convertible common stock | (21,901) | (21,901) | (21,901) | ||||||||
Adjustment to paid-in capital for beneficial conversion feature recognition | 21,901 | 21,901 | 21,901 | ||||||||
Accretion of the Class B beneficial conversion feature | 21,901 | 21,901 | 21,901 | ||||||||
Deemed dividends on Class B convertible common stock | (21,901) | (21,901) | (21,901) | ||||||||
Contribution from noncontrolling interests | 406,163 | 406,163 | |||||||||
Increase in noncontrolling interest from acquisition | 35,259 | 35,259 | |||||||||
Distributions to noncontrolling interests | (2,100) | (2,100) | |||||||||
Net loss | (39,999) | (31,290) | (31,290) | (8,709) | $ (31,290) | ||||||
Other comprehensive income (loss), net of tax | (36,536) | (36,715) | (36,715) | 179 | (36,715) | ||||||
Ending balance at Dec. 31, 2014 | 1,164,734 | 634,148 | $ 621 | $ 0 | $ (717) | 723,938 | (44,626) | (45,068) | 530,586 | ||
Ending balance, shares at Dec. 31, 2014 | 62,088,306 | 0 | (25,465) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Class A common stock, net of issuance costs | 316,952 | 316,952 | $ 124 | 316,828 | |||||||
Issuance of common stock, shares | 12,435,000 | ||||||||||
Issuance of Class A common stock under equity incentive award plan, net | $ 0 | 0 | $ 2 | (2) | |||||||
Issuance of Class A common stock under equity incentive award plan, shares | 186,136 | ||||||||||
Issuance of Class A common stock upon exercise of stock options, shares | 0 | ||||||||||
Repurchase of shares for employee tax withholding | $ (860) | (860) | $ (860) | ||||||||
Repurchase of shares for employee tax withholding, shares | (39,836) | ||||||||||
Stock-based compensation | 4,462 | 4,462 | 4,462 | 0 | |||||||
Dividends declared | (102,893) | (102,893) | (102,893) | 0 | |||||||
Dividend equivalents declared upon vesting of deferred restricted stock units | 23 | 23 | 23 | ||||||||
Recognition of beneficial conversion feature on Class B convertible common stock | 23,743 | 23,743 | 23,743 | ||||||||
Buyout of noncontrolling interests | (86,276) | 8,771 | 16,715 | (7,944) | (95,047) | ||||||
Deemed dividends on Class B convertible common stock | 0 | ||||||||||
Contribution from noncontrolling interests | 334,231 | 334,231 | |||||||||
Increase in noncontrolling interest from acquisition | 205,100 | 205,100 | |||||||||
Distributions to noncontrolling interests | (7,882) | (7,882) | |||||||||
Net loss | (55,607) | (32,533) | (32,533) | (23,074) | (32,533) | ||||||
Other comprehensive income (loss), net of tax | (19,965) | (20,313) | (20,313) | 348 | (20,313) | ||||||
Ending balance at Dec. 31, 2015 | $ 1,775,762 | 831,500 | $ 747 | $ 0 | $ (1,577) | 982,814 | (77,159) | (73,325) | 944,262 | 831,500 | |
Ending balance, shares at Dec. 31, 2015 | 74,644,141 | 74,709,442 | 0 | (65,301) | 74,644,141 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of Class A common stock, net of issuance costs | $ 286,119 | 286,119 | $ 125 | 285,994 | |||||||
Issuance of common stock, shares | 12,540,504 | ||||||||||
Issuance of Class A common stock under equity incentive award plan, net | $ 0 | 0 | $ 3 | (3) | |||||||
Issuance of Class A common stock under equity incentive award plan, shares | 271,705 | ||||||||||
Issuance of Class A common stock upon exercise of stock options, shares | 0 | ||||||||||
Repurchase of shares for employee tax withholding | $ (923) | (923) | $ (923) | ||||||||
Repurchase of shares for employee tax withholding, shares | (45,663) | ||||||||||
Stock-based compensation | 5,391 | 5,391 | 5,391 | 0 | |||||||
Dividends declared | (128,502) | (128,502) | (128,502) | 0 | |||||||
Deemed dividends on Class B convertible common stock | 0 | ||||||||||
Distributions to noncontrolling interests | (17,896) | (17,896) | |||||||||
Other | (37) | 66 | 66 | (103) | |||||||
Net loss | (52,299) | (17,111) | (17,111) | (35,188) | (17,111) | ||||||
Other comprehensive income (loss), net of tax | 11,129 | 10,958 | 10,958 | 171 | 10,958 | ||||||
Ending balance at Dec. 31, 2016 | $ 1,878,744 | $ 987,498 | $ 875 | $ 0 | $ (2,500) | $ 1,145,760 | $ (94,270) | $ (62,367) | $ 891,246 | $ 987,498 | |
Ending balance, shares at Dec. 31, 2016 | 87,410,687 | 87,521,651 | 0 | (110,964) | 87,410,687 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (52,299) | $ (55,607) | $ (39,999) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and accretion | 174,490 | 143,376 | 104,417 |
Amortization of financing costs | 6,968 | 7,435 | 6,309 |
Loss on derivatives, net | 22,239 | 2,219 | 15,546 |
Stock-based compensation | 5,391 | 4,462 | 4,105 |
Net gain on transactions | 0 | 0 | (16,526) |
Deferred taxes | 8,247 | 4,494 | 2,948 |
(Earnings) loss in unconsolidated investments, net | (30,192) | (16,180) | 25,295 |
Distribution from unconsolidated investments | 15,015 | 0 | 0 |
Amortization of power purchase agreements, net | 3,049 | 1,946 | 0 |
Amortization of debt discount/premium, net | 4,226 | 1,660 | 0 |
Realized loss on derivatives, net | 0 | 11,221 | 0 |
Early extinguishment of debt | 0 | 4,722 | 0 |
Other reconciling items | (4,470) | 1,221 | 0 |
Changes in operating assets and liabilities: | |||
Funds deposited by counterparty | (43,635) | 0 | 0 |
Trade receivables | 7,796 | (2,254) | (8,255) |
Prepaid expenses | 709 | 1,272 | (4,100) |
Other current assets | (3,909) | (2,929) | 17,016 |
Other assets (non-current) | 1,379 | (2,336) | (649) |
Accounts payable and other accrued liabilities | (2,546) | 4,716 | 3,667 |
Counterparty deposit liability | 43,635 | 0 | 0 |
Related party receivable/payable | (742) | 711 | (942) |
Accrued interest | 458 | 4,489 | 1,377 |
Other current liabilities | 1,227 | 515 | 0 |
Long-term liabilities | 6,628 | 2,696 | 239 |
Net cash provided by operating activities | 163,664 | 117,849 | 110,448 |
Investing activities | |||
Cash paid for acquisitions, net of cash and restricted cash acquired | (135,778) | (422,413) | (283,848) |
Capital expenditures | (32,901) | (380,458) | (119,506) |
Distribution from unconsolidated investments | 41,698 | 38,240 | 22,019 |
Other assets | 2,696 | 5,559 | 21,432 |
Other investing activities | 31 | (3) | (2,651) |
Net cash used in investing activities | (124,254) | (759,075) | (362,554) |
Financing activities | |||
Proceeds from public offering, net of issuance costs | 286,298 | 317,432 | 286,757 |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 218,929 | 0 |
Proceeds from exercise of stock options | 0 | 0 | 327 |
Repurchase of shares for employee tax withholding | (923) | (860) | (693) |
Dividends paid | (120,207) | (90,582) | (52,344) |
Payment for deferred equity issuance costs | 0 | 0 | (550) |
Buyout of noncontrolling interest | 0 | (121,224) | 0 |
Capital contributions - noncontrolling interest | 0 | 336,043 | 200,805 |
Capital distributions - noncontrolling interest | (17,896) | (7,882) | (2,100) |
Refund of deposit for letters of credit | 0 | 3,425 | (3,422) |
Payment for deferred financing costs | (542) | (13,667) | (11,856) |
Proceeds from revolving credit facility | 175,000 | 405,000 | 50,000 |
Repayment of revolving credit facility | (350,000) | (100,000) | 0 |
Proceeds from construction loans | 0 | 329,070 | 59,778 |
Proceeds from long-term debt | 0 | 164,973 | 0 |
Repayment of long-term debt | (47,634) | (785,923) | (259,437) |
Payment for interest rate derivatives | 0 | (11,061) | 0 |
Other financing activities | (759) | 0 | 0 |
Net cash provided by (used in) financing activities | (76,663) | 643,673 | 267,265 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 332 | (5,501) | (2,018) |
Net change in cash, cash equivalents and restricted cash | (36,921) | (3,054) | 13,141 |
Cash, cash equivalents and restricted cash at beginning of period | 146,292 | 149,346 | 136,205 |
Cash, cash equivalents and restricted cash at beginning of period | 109,371 | 146,292 | 149,346 |
Supplemental disclosures | |||
Cash payments for income taxes | 375 | 342 | 131 |
Cash payments for interest expense, net of capitalized interest | 69,666 | 62,607 | 53,776 |
Acquired property, plant and equipment from acquisitions | 0 | 581,834 | 1,013,365 |
Schedule of non-cash activities | |||
Change in property, plant and equipment | 540 | 15,695 | (47,908) |
Non-cash deemed dividends on Class B convertible common stock | 0 | 0 | 21,901 |
Non-cash increase in additional paid-in capital from buyout of noncontrolling interests | 0 | 16,715 | 0 |
Amortization of deferred financing costs—included as construction in progress | $ 0 | 0 | $ 343 |
Equity issuance costs paid in prior period related to current period offerings | $ 433 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Pattern Energy Group Inc. (Pattern Energy or the Company) was organized in the state of Delaware on October 2, 2012. Pattern Energy issued 100 shares in October 2012 to Pattern Renewables LP, a 100% owned subsidiary of Pattern Energy Group LP (Pattern Development 1.0) and subsequently in October 2013 conducted an initial public offering. Pattern Energy is an independent energy generation company focused on constructing, owning and operating energy projects with long-term energy sales contracts located in the United States, Canada and Chile. Pattern Development 1.0 owns a 19% interest in the Company. The Pattern Development Companies are leading developers of renewable energy and transmission projects. The Company consists of the consolidated operations of certain entities and assets contributed by, or purchased principally from, Pattern Development 1.0, except for purchases of Lost Creek, Post Rock and certain additional interests in El Arrayán (each as defined below, which were purchased from third-parties). Each of the Company's wind projects are consolidated into the Company's subsidiaries which are organized by geographic location as follows: • Pattern US Operations Holdings LLC (which consists primarily of 100% ownership of Hatchet Ridge Wind, LLC (Hatchet Ridge), Spring Valley Wind LLC (Spring Valley), Pattern Santa Isabel LLC (Santa Isabel), Ocotillo Express LLC (Ocotillo), Pattern Gulf Wind LLC (Gulf Wind) and Lost Creek Wind, LLC (Lost Creek), as well as the following consolidated controlling interest in Pattern Panhandle Wind LLC (Panhandle 1), Pattern Panhandle Wind 2 LLC (Panhandle 2), Post Rock Wind Power Project, LLC (Post Rock), Logan's Gap Wind LLC (Logan's Gap), and Fowler Ridge IV Wind Farm LLC (Amazon Wind Farm Fowler Ridge)); • Pattern Canada Operations Holdings ULC (which consists primarily of 100% ownership of St. Joseph Windfarm Inc. (St. Joseph) and noncontrolling interests in South Kent Wind LP (South Kent), Grand Renewable Wind LP (Grand), K2 Wind Ontario Limited Partnership (K2), and SP Armow Wind Ontario LP (Armow) which are accounted for as unconsolidated investments); and • Pattern Chile Holdings LLC (which includes a controlling interest in Parque Eólico El Arrayán SpA (El Arrayán)). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). They include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Change in Depreciable Lives of Property, Plant and Equipment The Company periodically reviews the estimated economic useful lives of its fixed assets. In 2015, based on technical review of various wind farm characteristics, the expected economic useful lives of certain wind farms were longer than the estimated economic useful lives used for depreciation purposes in the Company’s financial statements. As a result, effective January 1, 2015, the Company changed its estimate of the economic useful lives of wind farms for which construction began after 2011, from 20 to 25 years. All other wind farms continue to depreciate over an estimated economic useful life of 20 years. Reclassification Certain prior period balances have been reclassified to conform to the current period presentation in the Company’s consolidated financial statements and the accompanying notes. The Company has revised its disclosure presentation of the components of deferred tax assets and deferred tax liabilities in Note 13, Income Taxes as of December 31, 2015 to correct immaterial classification errors in its disclosures. These disclosure reclassifications had no impact on the Company's consolidated balance sheets or consolidated statements of operations. Cash and Cash Equivalents Cash and cash equivalents consist of cash balances and highly-liquid investments with original maturities of three months or less. Restricted Cash Restricted cash consists of cash balances which are restricted as to withdrawal or usage and includes cash to collateralize bank letters of credit related primarily to interconnection rights, power sale agreements (PSA) and for certain reserves required under the Company’s loan agreements. Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows Year ended December 31, 2016 2015 2014 Beginning Cash and cash equivalents at beginning of period $ 94,808 $ 101,656 $ 103,569 Restricted cash - current 14,609 7,945 — Restricted cash 36,875 39,745 32,636 Cash, cash equivalents and restricted cash 146,292 149,346 136,205 Ending Cash and cash equivalents at end of period 83,932 94,808 101,656 Restricted cash - current 11,793 14,609 7,945 Restricted cash 13,646 36,875 39,745 Cash, cash equivalents and restricted cash 109,371 146,292 149,346 Net change in cash, cash equivalents and restricted cash $ (36,921 ) $ (3,054 ) $ 13,141 Funds Deposited by Counterparty As a result of a counterparty's credit rating downgrade, the Company received cash collateral related to an energy derivative agreement, as discussed in Note 12, Derivative Instruments . The Company does not have the right to pledge, invest, or use the cash collateral for general corporate purposes. As of December 31, 2016 , the Company has recorded a current asset of $43.6 million to funds deposited by counterparty and a current liability of $43.6 million to counterparty deposit liability representing the cash collateral received and corresponding obligation to return the cash collateral, respectively. The cash was deposited into a separate custodial account for which the Company is not entitled to the interest earned on the cash collateral. Trade Receivables The Company’s trade receivables are generated by selling energy and renewable energy credits in the California, Texas, Nevada, Manitoba (Canada), Puerto Rico and Chilean energy markets, primarily to creditworthy utilities. The Company believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2016 and 2015 . Derivatives The Company may enter into interest rate swaps, interest rate caps, forwards and other agreements to manage its interest rate, electricity price and foreign exchange rate risk. The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets, unless the derivative instruments qualify for the "normal purchase normal sale" (NPNS) scope exception to derivative accounting. Contracts used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as NPNS. NPNS contracts do not meet the definition of derivatives, and therefore, contracts associated with the sale of energy are recognized as electricity sales and contracts associated with the production of electricity are recognized as project expense on the consolidated statements of operations. The Company does not have contracts subject to master netting agreements with counterparties, as such assets and liabilities are presented gross on the consolidated balance sheets. Accounting for changes in the fair value of a derivative instrument depends on whether it has been designated as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that qualify and are designated as cash flow hedges, the effective portion of change in fair value of the derivative is reported as a component of other comprehensive income (loss) (OCI), and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of change in fair value is recorded as a component of net income (loss) on the consolidated statements of operations. The Company discontinues hedge accounting when it has determined that a derivative contract no longer qualifies as an effective hedge or when it is no longer probable that the hedged forecasted transaction will occur. When the Company discontinues hedge accounting, associated deferred amounts in other comprehensive income are immediately recognized into earnings and future changes in fair value, if any, are recognized in earnings. For undesignated derivative instruments, the change in fair value is reported as a component of net income (loss) on the consolidated statements of operations. Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, Fair Value Measurement , defines fair value as the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied which may involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. See Note 12 , Fair Value Measurement . Deferred Financing Costs Financing costs incurred with securing a construction loan are recorded in the Company’s consolidated balance sheets as an offset to the construction loan and amortized over the contractual life of the loan to construction in progress using the effective interest method. Financing costs incurred with securing a term loan are recorded in the Company’s consolidated balance sheets as an offset to the term loan and amortized to interest expense in the Company’s consolidated statements of operations over the contractual life of the loan using the effective interest method. If the term loan has not been drawn on, financing costs incurred with securing the term loan are recorded in the Company’s consolidated balance sheets as an asset. Financing costs related to a revolving credit facility or a letter of credit facility are recorded in the Company’s consolidated balance sheets as an asset and amortized to interest expense in the Company’s consolidated statements of operations on a straight-line basis over the contractual term of the arrangement. Reimbursable Interconnection Costs The Company may, from time to time, pay to construct interconnection network upgrades on behalf of the Company’s utility customers. The interconnection upgrades are owned by each utility customer who will reimburse the Company with interest either when the project reaches commercial operation or as energy is delivered over the life of the Power Purchase Agreement (PPA). Construction in Progress Construction in-progress represents the accumulation of project development costs and construction costs, including the costs incurred for the purchase of major equipment such as turbines for which the Company has taken legal title, civil engineering, electrical and other related costs. Other capitalized costs include reclassified deferred development costs, amortization of intangible assets, amortization of deferred financing costs, capitalized interest and other costs required to place a project into commercial operation. Deferred development costs represent the accumulated costs of initial permitting, environmental reviews, land rights and obligations and preliminary design and engineering work. The Company expenses all project development costs until a project is determined to be technically feasible and likely to achieve commercial success. The Company begins capitalizing deferred development costs as a component of construction in progress on the date the project commences construction. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to property, plant and equipment. Property, Plant and Equipment Property, plant and equipment represents the costs of completed and operational projects transferred from construction in progress, as well as other costs incurred for purchasing assets such as land, computer equipment and software, furniture and fixtures, leasehold improvements and other equipment. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective assets’ useful lives. Wind farms for which construction began before 2011 are depreciated over 20 years and wind farms for which construction began after 2011 are depreciated over 25 years . The remaining assets are depreciated over two to five years. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred. U.S. Treasury Grants The Company received United States Department of the Treasury (U.S. Treasury) grants on certain wind power projects as defined under Section 1603 of the American Recovery and Reinvestment Act of 2009, as amended by the Tax Relief Unemployment Insurance Reauthorization and Job Creation Act of December 2010, upon approval by the U.S. Treasury Department. The Company records the U.S. Treasury grant proceeds as a deduction from the carrying amount of the related asset which results in a reduction of depreciation expense over the life of the asset. The Company records a catch-up adjustment in the period in which the grant is approved to recognize the portion of the grant that proportionally matches the depreciation for the period between the date of placement in service of the wind power project and approval by the U.S. Treasury Department. See Note 4 , Property, Plant and Equipment . Finite-Lived Intangible Assets and Intangible Liability Finite-lived intangible assets and intangible liability primarily include PPAs, land easements, land options and mining rights. PPAs obtained through acquisitions are valued at the time of acquisition and the difference between the contract price and the estimated fair value results in an intangible asset or an intangible liability. If the contract price is higher than the estimated fair value, the Company will recognize an intangible asset. If the contract price is lower than the estimated fair value, the Company will recognize an intangible liability. Land easements, land options and mining rights are recognized at the carryover basis from the seller as these amounts approximate fair value. The Company generally amortizes its finite-lived intangible assets and intangible liability using the straight-line method over the remaining term of the related PPA. The Company amortizes land easements, land options and mining rights using the straight-line method over the term of their estimated useful lives, which represents the term of the land easements and land option and mining rights agreements, ranging from approximately 5 - 25 years. The Company periodically evaluates whether events or changes in circumstances have occurred that indicate the carrying amount of finite-lived intangible assets may not be recoverable, or information indicates that impairment may exist. Accounting for Impairment of Long-Lived Assets The Company periodically evaluates long-lived assets for potential impairment whenever events or changes in circumstances have occurred that indicate that impairment may exist, or the carrying amount of the long-lived asset may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable based on its estimated future undiscounted cash flows. An impairment loss is calculated based on the excess of the carrying value of the long-lived asset over the fair value of such long-lived asset, with the fair value determined based on an estimate of discounted future cash flows. During the years ended December 31, 2016 and 2015 the Company recorded impairment charges of $0.4 million and $0.4 million , respectively related to the write-off of certain furniture, fixtures and equipment in project expenses in the consolidated statements of operations. Variable Interest Entities In February 2015, the Financial Accounting Standards Board (FASB) issued an accounting standards update that modified consolidation guidance. The standard makes changes to both the variable interest entity model and the voting interest entity model, including modifying the evaluation of whether limited partnerships or similar legal entities are variable interest entities (VIEs) or voting interest entities (VOEs) and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. The standard was effective for the Company beginning January 1, 2016. The adoption of the standard did not result in any changes to the previous consolidation conclusions; however, it did result in a limited number of entities being considered VIEs and the related disclosure requirements are included in these consolidated financial statements. VIEs are entities that lack one or more of the characteristics of a voting interest entity. The Company has a controlling financial interest in a VIE when its variable interest or interests provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity is consolidated. ASC 810, Consolidation (ASC 810) , defines the criteria for determining the existence of VIEs and provides guidance for consolidation. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. Investments or joint ventures in which the Company does not have a majority ownership interest, does not give the Company the ability to exercise significant influence and are not VIEs for which the Company is considered the primary beneficiary are accounted for using the equity method. These amounts are included in unconsolidated investments in the consolidated balance sheets. Acquisitions Business Combinations The Company accounts for its business combinations by recognizing the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed, based on their estimated fair values. Contingent consideration is also recognized and measured at fair value as of the acquisition date. The excess, if any, of the fair value of the purchase consideration over the fair values of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates and assumptions are inherently uncertain, and as a result, actual results may differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Transaction costs associated with business combinations are expensed as incurred. Asset Acquisitions When the Company acquires assets and liabilities that do not constitute a business, the fair value of the purchase consideration, including the transaction costs of the asset acquisition, is assumed to be equal to the fair value of the net assets acquired. The purchase consideration, including the transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. Contingent consideration associated with the acquisition is generally recognized only when the contingency is resolved. No goodwill is recognized in an asset acquisition. Transaction costs associated with asset acquisitions are capitalized as part of the costs of the group of assets acquired. Equity Method Investments When the Company acquires a noncontrolling interest in an entity where it is not the primary beneficiary, does not control any of the ongoing activities of the entity, and does not meet consolidation requirements of Accounting Standards Codification (ASC) 810 and Accounting Standards Update (ASU) 2015-02 , the investment is initially recognized as an equity method investment at cost. Any difference between the cost of an investment and the amount of underlying equity in net assets of an investee are considered basis differences. Basis differences related to the property, plant and equipment will be amortized over the estimated economic useful life of the underlying long-lived assets while basis differences related to the PPA will be amortized over the remaining term of the PPA. Transactions costs associated with equity method investments are included in the investment. When the Company receives distributions in excess of the carrying value of its investment, and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company recognizes such excess distributions as equity method earnings in the period the distributions occur. Additionally, when the Company's carrying value in an unconsolidated investment is zero and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company will not recognize equity in earnings (losses) or equity in other comprehensive income of unconsolidated investments. When the investee subsequently reports income, the Company does not record its share of such income until it equals the amount of distributions in excess of the carrying value that were previously recognized in income and previously unrecognized losses. During the years ended December 31, 2016, 2015 and 2014, the Company had no such obligations, commitments or requirements to provide additional funding to its unconsolidated investments. As a result, equity income or loss reported on the Company's income statement for certain unconsolidated investments may differ from a mathematical calculation of net income or loss attributable to the Company's equity interest based upon the factor of its equity interest and the net income or loss attributable to equity owners as shown on investee companies' income statements. To the extent that cumulative comprehensive income exceeds cumulative distributions received, the Company records the distribution as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within operating cash flows. All other distributions are recorded as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within investing activities. Noncontrolling Interests Noncontrolling interests represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company and is calculated based on ownership percentage, for applicable projects. For the noncontrolling interests in the Company’s Panhandle 1, Panhandle 2, Post Rock, Logan's Gap and Amazon Wind Farm Fowler Ridge projects, and the Company's Gulf Wind project prior to the acquisition of the noncontrolling interests in July 2015, the Company has determined that the operating partnership agreements do not allocate economic benefits pro rata to its two classes of investors and the appropriate methodology for calculating the noncontrolling interest balance that reflects the substantive profit sharing arrangement is a balance sheet approach using the hypothetical liquidation at book value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interest in the consolidated balance sheets and consolidated statements of operations represent the amounts the third party would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the operating partnership agreement assuming the net assets of the projects were liquidated at recorded amounts determined in accordance with U.S. GAAP and distributed to the investors. The noncontrolling interest in the results of operations and comprehensive income (loss) is determined as the difference in noncontrolling interests in the consolidated balance sheets at the start and end of each reporting period, after taking into account any capital transactions between the projects and the third party. The noncontrolling interest balances in the projects are reported as a component of equity in the consolidated balance sheets. Asset Retirement Obligation The Company records asset retirement obligations (AROs) for the estimated costs of decommissioning turbines, removing above-ground installations and restoring sites, at the time when a contractual decommissioning obligation is incurred. AROs represent the present value of the expected costs and timing of the related decommissioning activities. The ARO assets and liabilities are recorded in property, plant and equipment and other long-term liabilities, respectively, in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the asset retirement obligations, over the remaining or operational life of the associated wind project. Accretion expense is recorded as cost of revenue in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. Contingent Liabilities The Company’s contingent liabilities represent deferred and contingent obligations recognized in accordance with ASC 450, Contingencies (ASC 450) related to projects either acquired through business combinations or asset acquisitions. Contingent obligations that are acquired through business combinations are recorded at fair value on the date of acquisition while contingent obligations that are acquired through asset acquisitions are recorded when the contingency is resolved. The Company’s contingent liabilities related to turbine availability warranties with turbine manufacturers and turbine availability guarantees associated with long-term turbine service arrangements are reported at net realizable value. Pursuant to these warranties and guarantees, if a turbine operates at less than minimum availability during the warranty or guarantee period, the manufacturer or service provider is obligated to pay, as liquidated damages, an amount for each percent that the turbine operates below the minimum availability threshold at the end of the warranty period. However, the Company does not recognize liquidated damages that remain contingent until the end of the warranty period. In addition, pursuant to certain of these warranties and guarantees, if a turbine operates at more than a specified availability during the warranty or guarantee period, the Company has an obligation to pay a bonus to the turbine manufacturer or service provider at the end of the warranty period. The Company records contingent liabilities at each reporting period associated with these bonuses expected to be paid at the end of the warranty period. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables, reimbursable interconnection costs and derivative instruments. The Company’s cash and cash equivalents are with high quality institutions. The Company has exposure to credit risk to the extent cash and cash equivalent balances, including restricted cash, exceed amounts covered by federal deposit insurance; however, the Company believes that its credit risk is immaterial. In addition, reimbursable interconnection costs are with large creditworthy utility companies and the Company’s derivative instruments are placed with counterparties that are creditworthy institutions. The Company sells electricity and renewable energy credits (RECs) primarily to creditworthy utilities under long-term, fixed-priced PSAs. During the year ended December 31, 2016 , Standard & Poor’s Rating Services further downgraded the credit rating of the Puerto Rico Electric Power Authority (PREPA) from CC to D. Through December 31, 2016 , Moody’s Investor Service’s credit rating of PREPA remains unchanged at Caa3. As of February 24, 2017 , PREPA was current with respect to payments due under the PPA and the next payment will be due from PREPA under the PPA on approximately March 22, 2017 . The table below presents significant customers who accounted for greater than 10% of total revenue and PREPA, and the related maximum amount of credit loss based on their percentages of total trade receivables as of December 31, 2016 , 2015 and 2014 : Year ended December 31, 2016 2015 2014 Revenue Trade Receivables Revenue Trade Receivables Revenue Trade Receivables San Diego Gas & Electric 14.6 % 5.1 % 17.1 % 16.6 % 22.1 % 14.1 % Morgan Stanley Capital Group Inc. 10.9 % 4.4 % 5.9 % 7.8 % — % — % PREPA 6.0 % 6.1 % 8.4 % 8.6 % 9.3 % 6.9 % Revenue Recognition The Company sells electricity and related RECs under the terms of PSAs, PPAs or at market prices. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts, or at market prices for spot market transactions, assuming all other revenue recognition criteria are met. When renewable energy credits are sold as a separate component, revenue is recognized at the time title to the energy credits is transferred to the buyer. Depending on the terms of the PSA, the Company may account for the contracts as operating leases pursuant to ASC 840, Leases (ASC 840), or derivative instruments pursuant to ASC 815, Derivatives and Hedging (ASC 815). In considering ASC 840, it was determined that certain of the Company's PPAs are operating leases. ASC 840, requires minimum lease payments to be recognized over the term of the lease and contingent rents to be recorded when the achievement of the contingency becomes probable. All energy sales under the PPAs, which are considered leases, are contingent rent due to the inherent uncertainty and variability associated with a fuel source (i.e., wind) that is outside the control of the parties to the PPA . None of the operating leases have minimum lease payments; therefore, revenue from these contracts and any related renewable energy attributes are recognized as electricity sales when delivered. Contingent rents for the years ending December 31, 2016, 2015 and 2014 were $259.4 million , $242.2 million and $205.2 million , respectively. Contracts that meet the NPNS scope exception to derivative accounting are accounted for under the accrual method, where revenues are recorded in the period they are earned. Energy derivative instruments that reduce exposure to changes in commodity prices may allow the Company to lock in a fixed price per megawatt hour (MWh) for a specified amount of annual electricity generation over the life of the swap contract. Monthly settlement amounts under energy hedges are accounted for as energy derivative settlements in the consolidated statements of operations. Changes in the fair value of energy hedges are recorded in electricity sales in the consolidated statements of operations. The Company recognizes revenue for warranty settlements in other revenue upon resolution of outstanding contingencies. Any cash receipts for amounts subject to future adjustment or repayment are deferred in other liabilities until the final settlement amount is considered fixed and determinable. Cost of Revenue The Company’s cost of revenue is comprised of direct costs of operating and maintaining its wind project facilities, including labor, turbine service arrangements, land lease royalties, depreciation, accretion, property taxes and insurance. Stock-Based Compensation The Company accounts for stock-based compensation related to stock options granted to employees by estimating the fair value of the stock-based awards using the Black-Scholes option-pricing model. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. Expense is recognized by amortizing the fair value of the stock options granted using a straight-line method over the applicable vesting period; accordingly, stock-based compensation is netted for estimated forfeitures. The Company estimates expected volatility based on the historical volatility of comparable publicly traded companies for a period that is equal to the expected term of the options. The risk-free interest rate is based on the U.S. tr |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Business Combinations Wind Capital Group Acquisition On May 15, 2015, pursuant to a Purchase and Sale Agreement, the Company acquired 100% of the membership interests in Lost Creek Wind Finco, LLC (Lost Creek Finco) from Wind Capital Group LLC, an unrelated third party, and 100% of the membership interests in Lincoln County Wind Project Holdco, LLC (Lincoln County Holdco) from Lincoln County Wind Project Finco, LLC, an unrelated third party. Lost Creek Finco owns 100% of the Class B membership interests in Lost Creek Wind Holdco, LLC (Lost Creek Wind Holdco), a company which owns a 100% interest in the Lost Creek wind project. Lincoln County Holdco owns 100% of the Class B membership interests in Post Rock Wind Power Project, LLC, a company which owns a 100% interest in the Post Rock wind project. The acquisition of 100% of the membership interests in Lost Creek Finco and Lincoln County Holdco was for an aggregate consideration of approximately $242.0 million , paid at closing. The Company also assumed certain project level indebtedness and ordinary course performance guarantees securing project obligations. Lost Creek is a 150 megawatt (MW) wind project in King City, Missouri, and Post Rock is a 201 MW wind project in Ellsworth and Lincoln Counties, Kansas. The Company acquired assets and operating contracts for Lost Creek and Post Rock, including assumed liabilities. The identifiable assets and liabilities assumed were recorded at their fair values, which corresponded to the sum of the cash purchase price and the fair value of the other investors’ noncontrolling interests. The accounting for the Lost Creek and Post Rock acquisition was completed as of March 31, 2016 at which point the fair values became final. The fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): May 15, 2015 Cash and cash equivalents $ 3,501 Restricted cash, current 11,787 Trade receivables 7,910 Prepaid expenses 1,232 Other current assets 444 Restricted cash 4,592 Property, plant and equipment 543,347 Finite-lived intangible assets 97,400 Other assets 17,632 Accounts payable and other accrued liabilities (2,611 ) Accrued interest (951 ) Derivative liabilities, current (3,759 ) Current portion of long-term debt, net of financing costs (7,463 ) Finite-lived intangible liabilities (60,300 ) Asset retirement obligations (7,192 ) Long-term debt, net of financing costs (108,838 ) Derivative liabilities (14,631 ) Total consideration before temporary equity and noncontrolling interests 482,100 Less: temporary equity (35,000 ) Less: noncontrolling interests (205,100 ) Total consideration after temporary equity and noncontrolling interests $ 242,000 Current assets, non-current restricted cash, accounts payable and other accrued liabilities and accrued interest were recorded at carrying value, which is representative of the fair value on the date of acquisition. Property, plant and equipment, finite-lived intangible asset, finite-lived intangible liability and debt were recorded at fair value estimated using the income approach. The fair values of other assets, derivatives and asset retirement obligations were recorded at fair value using a combination of market data, operational data and discounted cash flows and were adjusted by a discount rate factor reflecting current market conditions at the time of acquisition. The noncontrolling interest in Post Rock was recorded at fair value estimated using a projected cash flow stream of distributable cash and tax benefits anticipated based on the existing Partnership Agreement, discounted to present value with a discount rate reflecting the estimated return on investment required by participants in the tax equity market. The noncontrolling interest in Lost Creek was recorded at fair value estimated using the purchase price from a purchase agreement executed on May 15, 2015 between the Company and the tax equity investor. The Company incurred transaction-related expenses of $1.7 million which were recorded in net gain (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2015. On July 30, 2015, the Company acquired 100% of the Class A membership interests in Lost Creek Wind Holdco for a cash purchase price of approximately $35.2 million . As a result, Lost Creek became wholly owned as of July 30, 2015. The Company has determined that the operating partnership agreement does not allocate economic benefits pro rata to its two classes of investors and will use the HLBV method to calculate the noncontrolling interest balance that reflects the substantive profit sharing arrangement. Logan’s Gap Acquisition On December 19, 2014, the Company acquired 100% of the membership interests in the Logan’s Gap wind project, through the acquisition of Logan’s Gap B Member LLC, from Pattern Development 1.0, for a purchase price of approximately $15.1 million and an assumed contingent liability to a third party in the amount of $8.0 million associated with the close of construction financing and the achievement of either commercial operation or tax equity funding. The wind project achieved commercial operation in September 2015, and is located in Comanche County, Texas. The construction of the project was being financed primarily by construction debt and the Company. Following construction, the institutional tax equity investors invested in the project, pursuant to an executed equity commitment agreement, so that the construction loan was paid and that long term financing for the project is equity based. Following the achievement of commercial operation, in September 2015, the Company and certain tax equity investors made capital contributions to fund the repayment of the Logan's Gap construction loan. As a result, the Company and the tax equity investors hold initial ownership interests of 82% and 18% , respectively, in the project’s distributable cash flows. The Company acquired the assets and operating contracts for Logan’s Gap, including assumed liabilities. The identifiable assets acquired and liabilities assumed were recorded at their fair values which corresponded to the sum of the cash purchase price. The accounting for the Logan’s Gap acquisition was completed as of March 31, 2015 at which point the fair values became final. The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of December 19, 2014, as well as adjustments made through March 31, 2015, when the allocation became final. During the quarter ended March 31, 2015, the Company adjusted the initial valuation and increased prepaid expenses and other current assets by $0.1 million , increased deferred financing costs, current by $0.8 million , increased construction in progress by $0.1 million and increased accrued construction costs by $0.9 million . The consolidated fair value of the assets acquired and liabilities assumed in connection with the Logan’s Gap acquisition are as follows (in thousands): December 19, 2014 Cash and cash equivalents $ 2 Restricted cash, current 5,003 Prepaid expenses and other current assets 1,790 Deferred financing costs, current 2,882 Construction in progress 23,821 Property, plant and equipment 116 Other assets 80 Accrued construction costs (5,617 ) Current portion of contingent liabilities (7,975 ) Related party payable (5,003 ) Total consideration $ 15,099 Current assets, current liabilities, property, plant and equipment, other assets, accrued construction costs and related party payable were recorded at carrying value, which is representative of the fair value on the date of acquisition. Construction in progress was recorded at fair value which is representative of the development effort, including the developer’s profit, and contracts acquired on the date of acquisition. The Company recorded $8.0 million in contingent obligations, payable to a third party, at fair value upon the acquisition of the project. As of December 31, 2015, $6.3 million of the contingent obligation was paid. The remaining $1.7 million is recorded in accounts payable and other accrued liabilities on the consolidated balance sheets as of December 31, 2016. The Company incurred $0.1 million and $0.3 million of transaction-related expenses which were recorded in net gain (loss) on transactions in the consolidated statements of operations for the years ended December 31, 2015 and 2014, respectively. The Company has determined that the operating partnership agreement does not allocate economic benefits pro rata to its two classes of investors and will use the HLBV method to calculate the noncontrolling interest balance that reflects the substantive profit sharing arrangement. Panhandle 2 Acquisition On November 10, 2014, the Company acquired 100% of the membership interests in the Panhandle 2 wind project through the acquisition of Panhandle B Member 2 LLC, from Pattern Development 1.0, for a purchase price of approximately $123.8 million . Concurrent with the closing, certain tax equity investors made capital contributions to acquire 100% of the Class A membership interests in Panhandle 2 and were admitted as noncontrolling members in the entity and the Company received 100% of the Class B membership interest, resulting in the tax equity investors and the Company holding initial ownership interests of 19% and 81% , respectively, in the project’s distributable cash flows. The 182 MW wind project, located in Carson County, Texas, achieved commercial operation on November 7, 2014 . The Company acquired the assets and operating contracts for Panhandle 2, including assumed liabilities. The identifiable assets acquired and liabilities assumed were recorded at their fair values which corresponded to the sum of the cash purchase price. Since the closing of the tax equity event occurred simultaneously with the acquisition, the Company considered the price paid by the noncontrolling investors (an entry price) to be a clear indication of what a market participant would pay and a reasonable measurement of fair value (an exit price) of the noncontrolling interest at initial recognition. The short-term debt presented in the table below consists of a construction loan that was repaid in full following the acquisition. The accounting for the Panhandle 2 acquisition was completed as of March 31, 2015 at which point the fair values became final. The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of November 10, 2014. The consolidated fair value of the assets acquired and liabilities assumed in connection with the Panhandle 2 acquisition are as follows (in thousands): November 10, 2014 Cash and cash equivalents $ 240 Trade receivables 1,156 Prepaid expenses and other current assets 28,997 Property, plant and equipment 315,109 Accrued construction costs (24,197 ) Related party payable (121 ) Short-term debt (195,351 ) Asset retirement obligation (2,003 ) Total consideration $ 123,830 Current assets, accrued construction costs and related party payable were recorded at carrying value, which is representative of the fair value on the date of acquisition. In addition, the short-term debt was recorded at carrying value, representative of the fair value, which was repaid immediately after acquisition. Property, plant and equipment were recorded at the cost of construction plus the developer’s profit margin, which represents fair value. The asset retirement obligation was recorded at fair value using a combination of market data, operational data and discounted cash flows and was adjusted by a discount rate factor reflecting then current market conditions. The Company incurred $0.2 million and $0.6 million of transaction-related expenses which were recorded in net gain (loss) on transactions in the consolidated statements of operations for the years ended December 31, 2014 and 2013, respectively. The Company has determined that the operating partnership agreement does not allocate economic benefits pro rata to its two classes of investors and will use the HLBV method to calculate the noncontrolling interest balance that reflects the substantive profit sharing arrangement. Panhandle 1 Acquisition On June 30, 2014 , the Company acquired 100% of the Class B membership interest in the Panhandle 1 wind project, representing a 79% initial ownership interest in the project’s distributable cash flow, through the acquisition of Panhandle Wind Holdings LLC, from Pattern Development 1.0, for a purchase price of approximately $124.4 million . The 218 MW wind project, located in Carson County, Texas, achieved commercial operation on June 25, 2014. Concurrent with the closing, certain tax equity investors made capital contributions to acquire 100% of the Class A membership interests in Panhandle 1 and have been admitted as noncontrolling members in the entity, with a 21% initial ownership interest in the project’s distributable cash flow. The Company acquired the assets and operating contracts for Panhandle 1, including assumed liabilities. The identifiable assets acquired and liabilities assumed were recorded at their fair values, which corresponded to the sum of the cash purchase price and the initial balance of the other investors’ noncontrolling interests. Since the closing of the tax equity event occurred simultaneously with the acquisition, the Company considered the price paid by the noncontrolling investors (an entry price) to be a clear indication of what a market participant would pay and a reasonable measurement of fair value (an exit price) of the noncontrolling interest at initial recognition. The accounting for the Panhandle 1 acquisition was completed as of December 31, 2014 at which point the fair values became final. The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of June 30, 2014, as well as adjustments made through December 31, 2014, when the allocation became final. The consolidated fair value of the assets acquired and liabilities assumed in connection with the Panhandle 1 acquisition are as follows (in thousands): June 30, 2014 Cash and cash equivalents $ 1,038 Trade receivables 1,850 Prepaid expenses and other current assets 71 Restricted cash, non-current 14,293 Property, plant and equipment 332,953 Accounts payable and other accrued liabilities (148 ) Accrued construction costs (12,806 ) Related party payable (44 ) Asset retirement obligation (2,557 ) Total consideration before non-controlling interest 334,650 Less: tax equity noncontrolling interest contributions (210,250 ) Total consideration after non-controlling interest $ 124,400 Current assets, restricted cash, current liabilities, accrued construction costs and related party payable were recorded at carrying value, which is representative of the fair value on the date of acquisition. Property, plant and equipment were recorded at the cost of construction plus the developer’s profit margin, which represents fair value. The asset retirement obligation was recorded at fair value using a combination of market data, operational data and discounted cash flows and was adjusted by a discount rate factor reflecting then current market conditions. The Company incurred $0.5 million of transaction-related expenses which were recorded in net gain (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2014. The Company has determined that the operating partnership agreement does not allocate economic benefits pro rata to its two classes of investors and will use the HLBV method to calculate the noncontrolling interest balance that reflects the substantive profit sharing arrangement. El Arrayán Acquisition On June 25, 2014 , the Company acquired 100% of the issued and outstanding common stock of AEI El Arrayán Chile SpA (AEI El Arrayán), an entity holding a 38.5% indirect interest in El Arrayán, for a total purchase price of $45.3 million , pursuant to the terms of a Stock Purchase Agreement (the Agreement). The Company owned a 31.5% indirect interest in El Arrayán prior to acquiring the additional 38.5% interest in order to obtain majority control ( 70% ) of the project, as a part of its growth strategy. El Arrayán is a 115 MW wind power project, located in Ovalle, Chile, which achieved commercial operation on June 4, 2014 . Prior to the acquisition, the Company accounted for the investment under the equity method of accounting. Because the Company acquired an additional 38.5% indirect interest in El Arrayán, in accordance with ASC 805, Business Combinations, the acquisition was accounted for as a "business combination achieved in stages." Accordingly, the Company remeasured the previously held equity interest in El Arrayán and adjusted it to fair value based on the Company’s existing equity interest in the fair value of the underlying assets and liabilities of El Arrayán. The fair value of the Company’s equity interest at the acquisition date was $37.0 million ( 31.5% of implied equity value of $117.5 million per below). The difference between the fair value of the Company’s ownership in El Arrayán and the Company’s carrying value of its investment of $19.1 million resulted in a gain of $17.9 million recorded in net gain (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2014. The Company recognized additional deferred tax liability due to differences in accounting and tax bases resulting from the Company’s existing ownership interest in El Arrayán, which has been included in the consolidated statements of operations. The Company now holds a 70% controlling interest in the wind project and consolidates the accounts of El Arrayán. In accordance with ASC 805, the Company considered whether any control premium or noncontrolling interest discount adjustment was necessary; however, based upon the relevant facts, the Company concluded that a proportionate allocation of the total fair value was reasonable. Therefore, no control premium or noncontrolling interest discount was applied in calculating the fair value of the Company's equity interest. The Company acquired the assets and operating contracts for AEI El Arrayán, including assumed liabilities. The identifiable assets acquired and liabilities assumed were recorded at their fair values. The accounting for the AEI El Arrayán acquisition was completed as of December 31, 2014 at which point the fair values became final. The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of June 25, 2014. The consolidated fair value of the assets acquired and liabilities assumed in connection with the AEI El Arrayán acquisition are as follows (in thousands): Consolidated interest June 25, 2014 Cash and cash equivalents $ 713 Trade receivables 3,829 VAT receivable 17,031 Prepaid expenses and other current assets 174 Restricted cash, non-current 10,392 Property, plant and equipment 341,417 Intangible assets 1,121 Net deferred tax assets 5,455 Accounts payable and other accrued liabilities (6,830 ) Accrued construction costs (9,495 ) Accrued interest (2,592 ) Derivative liabilities, current (1,942 ) Current portion of long-term debt (16,586 ) Long-term debt (209,295 ) Derivative liabilities, non-current (501 ) Asset retirement obligation (2,354 ) Net deferred tax liabilities (13,001 ) Total consideration 117,536 Less: non-controlling interest (35,259 ) Controlling interest $ 82,277 Current assets, restricted cash, deferred tax assets, accounts payable and other accrued liabilities, accrued construction costs, debt, accrued interest and deferred tax liabilities were recorded at carrying value, which is representative of the fair value on the date of acquisition. Debt and derivative liabilities were recorded at fair value. Property, plant and equipment were recorded at the cost of construction plus the developer’s profit margin, which represents fair value. The asset retirement obligation was recorded at fair value using a combination of market data, operational data and discounted cash flows and was adjusted by a discount rate factor reflecting then current market conditions. The Company recognized deferred tax liabilities due to differences in accounting and tax bases resulting from the Company’s acquisition of incremental interest in El Arrayán and the remeasurement of the project’s remaining noncontrolling interest at fair value. The Company incurred $0.4 million of transaction-related expenses which were recorded in net gain (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2014. Supplemental pro forma data (unaudited) The unaudited pro forma statements of operations data below gives effect to the Lost Creek, Post Rock, Logan's Gap, Panhandle 2, Panhandle 1, and El Arrayán acquisitions as if they had occurred on January 1, 2014. The pro forma net loss for the years ended December 31, 2015 and 2014 was adjusted to exclude nonrecurring transaction related expenses of $1.8 million and $2.9 million , respectively. In addition, the 2014 pro forma net loss was adjusted to exclude a nonrecurring gain of $17.9 million , upon the acquisition of AEI El Arrayán. The unaudited pro forma data is presented for illustrative purposes only and is not intended to be indicative of actual results that would have been achieved had these acquisitions been consummated as of January 1, 2014. The unaudited pro forma data should not be considered representative of the Company’s future financial condition or results of operations. Year ended December 31, Unaudited pro forma data (in thousands) 2015 2014 Pro forma total revenue $ 351,094 $ 326,094 Pro forma total expenses 411,746 389,180 Pro forma net loss (60,652 ) (63,086 ) Less: pro forma net loss attributable to noncontrolling interest (29,091 ) (21,591 ) Pro forma net loss attributable to Pattern Energy $ (31,561 ) $ (41,495 ) Prior to the acquisition of AEI El Arrayán, net loss was recorded in earnings (losses) in unconsolidated investments, net in the consolidated statements of operations. From January 1, 2014 to June 25, 2014, the Company recorded net loss of $0.4 million in earnings (losses) on unconsolidated investments, net related to El Arrayán. The following table presents the amounts included in the consolidated statements of operations for Lost Creek and Post Rock from their respective dates of acquisition through December 31, 2015: Year ended December 31, Unaudited data (in thousands) 2015 Total revenue $ 31,093 Total expenses 34,574 Net loss (3,481 ) Less: net loss attributable to noncontrolling interest (5,114 ) Net loss attributable to Pattern Energy $ 1,633 Noncontrolling Interest Acquisition Gulf Wind On July 28, 2015, the Company acquired Pattern Development 1.0’s 27% interest in the Gulf Wind project for a cash purchase price of approximately $ 13.0 million . Concurrently, the Company acquired 100% of MetLife Capital, Limited Partnership’s Class A membership interest in the Gulf Wind project for a cash purchase price of approximately $ 72.8 million . As a result of the acquisitions, the Company owns 100% of the membership interests in the Gulf Wind project. The Company's additional paid-in capital was increased by $ 17.2 million , representing the difference between the aggregate purchase price and carrying values of the noncontrolling interests as of July 28, 2015. Asset Acquisition Amazon Wind Farm Fowler Ridge On April 29, 2015, the Company acquired 100% of the membership interests in Fowler Ridge IV Wind Farm LLC through the acquisition of Fowler Ridge IV B Member LLC from Pattern Development 1.0, pursuant to a Purchase and Sale Agreement, for a purchase price of approximately $37.5 million , paid at closing, in addition to $0.6 million of capitalized transaction-related expenses, and contingent payments of up to $29.1 million , payable upon tax equity funding. The 150 MW wind project, named Amazon Wind Farm Fowler Ridge, located in Benton County, Indiana, achieved commercial operation on December 4, 2015 . Following the achievement of commercial operation, the Company and certain tax equity investors made capital contributions to fund the repayment of the construction loan. As a result, the Company and the tax equity investors hold initial ownership interests of 65% and 35% , respectively, in the project’s initial distributable cash flows. The Company acquired certain assets and assumed certain liabilities of Amazon Wind Farm Fowler Ridge, including various operating contracts, deferred development costs, tangible assets, real property interests, governmental approvals and other assets. The fair value of the purchase consideration, including transaction costs of the asset acquisition, is assumed to be equal to the fair value of the net assets acquired and is allocated to the individual assets acquired and liabilities assumed based on their relative fair value. The accounting for the Amazon Wind Farm Fowler Ridge acquisition was completed as of March 31, 2016 at which point the fair values became final. The fair value of the assets acquired and liabilities assumed in connection with the Amazon Wind Farm Fowler Ridge acquisition are as follows (in thousands): April 29, 2015 Prepaid expenses and other current assets $ 1,753 Deferred financing costs, current 2,132 Turbine advances 4,000 Construction in progress 34,487 Finite-lived intangible assets, net of accumulated amortization 2,247 Accrued construction costs (6,549 ) Total consideration $ 38,070 The Company capitalized $0.6 million of transaction-related expenses for the year ended December 31, 2015. In connection with the acquisition, the Company was required to make additional contingent payments to Pattern Development 1.0 upon tax equity funding. On December 18, 2015, pursuant to the purchase and sale agreement between the Company and Pattern Development 1.0, the Company settled the contingent obligation and made a payment of $27.2 million upon tax equity funding. The Company also acquired $14.8 million of contingent obligations, which were paid as of December 31, 2015, consisting in part of a $5.0 million contingent obligation, which was paid subsequent to the close of construction financing, and assumption of an estimated $7.3 million third party contingent liability, which was recognized and paid subsequent to the acquisition at the time of commissioning of the first wind turbine in October 2015. The Company also assumed a $2.5 million liability, which was also recognized and paid in October 2015 to a third party upon energization of the project’s substation. The Company has determined that the operating partnership agreement does not allocate economic benefits pro rata to its two classes of investors and will use the HLBV method to calculate the noncontrolling interest balance that reflects the substantive profit sharing arrangement. Below is a description of the allocation of distributions related to Amazon Wind Farm Fowler Ridge. Unconsolidated Investments Armow On October 17, 2016, the Company acquired from Pattern Development 1.0 a 50% equity interest in Armow for approximately $132.3 million , in addition to $0.3 million of capitalized transaction-related expenses, plus assumed estimated proportionate debt, net of deferred financing cost, of approximately $193.6 million . Armow is a joint venture established to develop, construct and operate a wind power project located in Ontario, Canada. The project operates under a 20 -year PPA and commenced commercial operation in December 2015. The Company’s investment in Armow was funded through general corporate funds and borrowings under the revolving credit facility. The Company is a noncontrolling investor in Armow, but has significant influence over Armow. Accordingly, the investment is being accounted for using the equity method of accounting. The cost of the Company’s investment in Armow was $138.2 million higher than the Company’s underlying equity in the net assets of Armow. This equity method basis difference was comprised of $89.8 million related to property, plant and equipment and $48.4 million related to the PPA. The basis differences were based on preliminary calculations and valuations, and the estimates and assumptions are subject to change as additional information is obtained. The difference between the purchase price paid, including transaction costs of $132.6 million and the equity method basis differences of $138.2 million was due to the Armow project having a negative equity balance of $5.6 million as of the acquisition date primarily due to losses incurred on its interest rate derivative. K2 On June 17, 2015, the Company acquired from Pattern Development 1.0 a one-third equity interest in K2 for approximately $128.0 million , in addition to $0.4 million of capitalized transaction-related expenses, plus assumed estimated proportionate debt at term conversion of approximately $221.8 million . In November 2015, upon term conversion, an additional $4.0 million of contingent consideration became due payable to the seller, resulting in an adjusted purchase price of approximately $132.4 million . K2 is a joint venture established to develop, construct and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA and commenced commercial operation in May 2015. The Company’s investment in K2 was funded through general corporate funds and borrowings under the revolving credit facility. The Company is a noncontrolling investor in K2, but has significant influence over K2. Accordingly, the investment is accounted for under the equity method of accounting. The cost of the Company’s investment in K2 was $115.6 million higher than the Company’s underlying equity in the net assets of K2. This equity method basis difference was comprised of $61.9 million related to property, plant and equipment and $53.7 million related to the PPA. The accounting for the acquisition was completed as of March 31, 2016 at which point the valuations became final. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following presents the categories within property, plant and equipment (in thousands): December 31, 2016 2015 Operating wind farms $ 3,707,823 $ 3,700,140 Furniture, fixtures and equipment 9,307 3,500 Land 141 141 Subtotal 3,717,271 3,703,781 Less: accumulated depreciation (582,109 ) (409,161 ) Property, plant and equipment, net $ 3,135,162 $ 3,294,620 The Company recorded depreciation expense related to property, plant and equipment of $171.7 million , $141.2 million and $102.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company has received $253.4 million from the U.S. Department of the Treasury under cash grants in lieu of investment tax credits for its Ocotillo, Santa Isabel and Spring Valley wind farms. The Company recorded the grant proceeds as a deduction from the carrying amount of the related wind farm assets. |
Finite-Lived Intangible Assets
Finite-Lived Intangible Assets and Liability | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets and Liability | Finite-Lived Intangible Assets and Liability The following presents the major components of the finite-lived intangible assets and liability (in thousands): December 31, 2016 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 13 $ 97,400 $ (10,632 ) $ 86,768 Other intangible assets 15 5,666 (539 ) 5,127 Total intangible assets $ 103,066 $ (11,171 ) $ 91,895 Intangible liability Power purchase agreement 16 $ 60,300 $ (5,637 ) $ 54,663 December 31, 2015 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 14 $ 97,400 $ (4,114 ) $ 93,286 Other intangible assets 17 4,679 (243 ) 4,436 Total intangible assets $ 102,079 $ (4,357 ) $ 97,722 Intangible liability Power purchase agreement 17 $ 60,300 $ (2,168 ) $ 58,132 The Company presents amortization of the PPA asset and PPA liability as an offset to electricity sales in the consolidated statements of operations, which resulted in net expense of $3.0 million and $1.9 million in electricity sales for the years ended December 31, 2016 and 2015 , respectively. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded amortization expense of $0.3 million , $0.1 million and $0.2 million , respectively, related to other intangible assets in depreciation and accretion in the consolidated statements of operations. The following table presents estimated future amortization for the next five years related to the PPA asset and PPA liability and other intangible assets: Year ended December 31, Power Purchase Agreements, Net Other Intangible Assets 2017 $ 3,031 $ 363 2018 3,031 363 2019 3,031 363 2020 3,049 363 2021 3,031 363 Thereafter 16,932 3,312 |
Variable Interest Entities Vari
Variable Interest Entities Variable Interest Entities (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | Variable Interest Entities As a result of the adoption of ASU 2015-02 which is further discussed in Note 2, Summary of Significant Accounting Policies, effective as of January 1, 2016, certain operating entities that were formerly consolidated under the voting interest consolidation model are now consolidated in accordance with the VIE consolidation model. The Company determined that the operating entities Logan's Gap, Panhandle 1, Panhandle 2, Post Rock and Amazon Wind Farm Fowler Ridge are VIEs primarily because the tax equity interests lack substantive kick-out and participating rights. The Company determined that as the managing member it is the primary beneficiary of each VIE by reference to the power and benefits criterion under ASC 810. The Company considered responsibilities within the contractual agreements, which grant it the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. Such activities include management of the wind farms' operations and maintenance, budgeting, policies and procedures. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs on the basis of the income allocations and cash distributions. The following presents the carrying amounts of the consolidated VIEs' assets and liabilities included in the consolidated balance sheet (in thousands). Assets presented below are restricted for settlement of the consolidated VIEs' obligations and all liabilities presented below can only be settled using the VIE resources. December 31, 2016 Assets Current assets: Cash and cash equivalents $ 12,745 Restricted cash 4,291 Trade receivables 6,290 Prepaid expenses 4,468 Other current assets 1,456 Total current assets 29,250 Restricted cash 3,203 Property, plant and equipment, net 1,538,793 Finite-lived intangible assets, net 2,070 Other assets 13,622 Total assets $ 1,586,938 Liabilities Current liabilities: Accounts payable and other accrued liabilities $ 12,635 Accrued construction costs 709 Accrued interest 77 Other current liabilities 2,090 Total current liabilities 15,511 Finite-lived intangible liability, net 54,663 Other long-term liabilities 20,081 Total liabilities $ 90,255 |
Unconsolidated Investments
Unconsolidated Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Investments | Unconsolidated Investments The Company's unconsolidated investments consist of the following for the periods presented below (in thousands): December 31, Percentage of Ownership December 31, 2016 2015 2016 2015 Armow $ 131,247 $ — 50.0 % N/A South Kent 1,537 6,185 50.0 % 50.0 % Grand 3,459 5,735 45.0 % 45.0 % K2 97,051 104,553 33.3 % 33.3 % Unconsolidated investments $ 233,294 $ 116,473 Armow The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA, and commenced commercial operation in December 2015. See Note 3 , Acquisitions - Unconsolidated Investments , for disclosure on the acquisition of the 50% interest in Armow. South Kent The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA, and commenced commercial operation in March 2014. Grand The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA and commenced commercial operation in December 2014. K2 The Company is a noncontrolling investor in a joint venture established to develop, construct and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA and commenced commercial operation in May 2015. See Note 3 , Acquisitions - Unconsolidated Investments , for disclosure on the acquisition of the one-third equity interest in K2. Basis Amortization of Unconsolidated Investments The cost of the Company’s investment in the net assets of unconsolidated investments was higher than the fair value of the Company’s equity interest in the underlying net assets of its unconsolidated investments. The basis differences were attributable to property, plant and equipment and PPAs and are being amortized over the particular assets useful life. For the years ended December 31, 2016, 2015 and 2014, the Company recorded basis difference amortization for its unconsolidated investments of $6.5 million , $2.9 million and $0.1 million , respectively, in earnings (losses) in unconsolidated investments, net on the consolidated statements of operations. Suspension of Equity Method Accounting During the year ended December 31, 2016 the Company's equity method balances for South Kent and Grand were zero . In accordance with ASC 323, Investments - Equity Method and Joint Ventures , the Company suspended recognition of South Kent's and Grand's equity method earnings or losses and accumulated other comprehensive income (loss), until the fourth quarter of 2016 when South Kent's and Grand's cumulative equity method earnings and other comprehensive income exceeded cumulative distributions received, cumulative equity method losses and, where applicable, cumulative other comprehensive income (loss) during the suspension period. As the Company has no explicit or implicit commitment to fund losses at the unconsolidated investments, the Company has recorded gains resulting from distributions received in excess of the carrying amount of its unconsolidated investments. For the year ended December 31, 2016, earnings (loss) in unconsolidated investments, net as reported on the consolidated statement of operations attributable to South Kent and Grand includes $19.9 million in distributions received in excess of the carrying amount of the Company's investment and equity earnings of $0.6 million . During the suspension period, the Company maintains a memo ledger that records the components of the suspended activity. During the year ended December 31, 2016, the memo ledger balance was made up of distributions received in excess of the carrying amount of the Company's investment of $19.9 million , suspended equity losses of $4.6 million and suspended other comprehensive income of $0.7 million which were offset by equity earnings of $23.8 million during the fourth quarter of 2016 when cumulative equity method earnings and other comprehensive income exceeded cumulative distributions received, cumulative equity method losses and, where applicable, cumulative other comprehensive income (loss) during the suspension period. As a result the Company's memo ledger as of December 31, 2016 is $0.0 million . Aggregate Financial Data for Unconsolidated Investees The following summarizes the balance sheets and statements of operations, in aggregate, for the unconsolidated investees (in thousands): December 31, 2016 2015 Current assets $ 105,539 $ 94,834 Non-current assets 1,792,879 1,430,224 Total assets $ 1,898,418 $ 1,525,058 Current liabilities $ 100,000 $ 96,656 Non-current liabilities 1,803,962 1,406,779 Total liabilities 1,903,962 1,503,435 Total equity (5,544 ) 21,623 Total liabilities and equity $ 1,898,418 $ 1,525,058 Year ended December 31, 2016 2015 2014 Revenue $ 266,476 $ 201,155 $ 81,942 Cost of revenue 98,567 77,695 37,908 Operating expenses 2,174 2,666 3,265 Other expense 79,608 73,540 91,359 Net income (loss) $ 86,127 $ 47,254 $ (50,590 ) |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Debt The Company’s debt consists of the following for periods presented below (in thousands): As of December 31, 2016 December 31, Contractual Interest Rate Effective Interest Rate 2016 2015 Maturity Corporate-level Revolving credit facility $ 180,000 $ 355,000 varies (1 ) 2.99 % December 2018 Convertible senior notes 2020 225,000 225,000 4.00 % 6.60 % July 2020 Project-level Fixed interest rate El Arrayán EKF term loan 103,904 107,160 5.56 % 5.56 % March 2029 Santa Isabel term loan 107,090 109,973 4.57 % 4.57 % September 2033 Variable interest rate Ocotillo commercial term loan (2) 193,257 208,119 2.75 % 3.81 % (3 ) August 2020 Lost Creek term loan 103,846 110,846 2.89 % 6.50 % (3 ) September 2027 El Arrayán commercial term loan 94,458 97,418 3.98 % 5.15 % (3 ) March 2029 Spring Valley term loan 130,658 132,670 2.75 % 5.26 % (3 ) June 2030 Ocotillo development term loan 102,300 104,500 3.10 % 4.41 % (3 ) August 2033 St. Joseph term loan (2) 162,356 158,181 2.57 % 3.85 % (3 ) November 2033 Imputed interest rate Hatchet Ridge financing lease obligation 202,593 214,580 1.43 % 1.43 % December 2032 1,605,462 1,823,447 Unamortized premium/discount, net (4) (17,019 ) (21,244 ) Unamortized financing costs (24,771 ) (31,317 ) Total debt, net $ 1,563,672 $ 1,770,886 As reflected on the consolidated balance sheets Revolving credit facility $ 180,000 $ 355,000 Current portion of long-term debt, net of financing costs 48,716 44,144 Long term debt, net of financing costs 1,334,956 1,371,742 Total debt, net $ 1,563,672 $ 1,770,886 (1) Refer to Revolving Credit Facility below for interest rate details. (2) The amortization for the Ocotillo commercial term loan and the St. Joseph term loan are through June 2030 and September 2036, respectively, which differs from the stated maturity date of such loans due to prepayment requirements. (3) Includes impact of interest rate derivatives. See Note 10 , Derivative Instruments , for discussion of interest rate derivatives. (4) Premium amount is related to the Lost Creek term loan and discount amount is related to the Convertible Senior Notes due 2020. The following are principal payments, excluding deferred financing costs, due under the Company's debt as of December 31, 2016 for the following years (in thousands): Amount 2017 $ 231,761 2018 60,615 2019 66,543 2020 426,794 2021 61,427 Thereafter 758,322 Total $ 1,605,462 Interest and commitment fees incurred and interest expense for debt consisted of the following (in thousands): Year ended December 31, 2016 2015 2014 Corporate-level interest and commitment fees incurred $ 18,171 $ 9,983 $ 2,635 Project-level interest and commitment fees incurred 47,994 64,903 61,431 Capitalized interest, commitment fees, and letter of credit fees — (6,607 ) (2,856 ) Amortization of debt discount/premium, net 4,226 1,660 — Amortization of financing costs 6,968 7,435 6,309 Other interest 645 533 175 Interest expense $ 78,004 $ 77,907 $ 67,694 Corporate Level Debt Revolving Credit Facility The Company's $500 million Revolving Credit Facility expires in December 2018 (Revolving Credit Facility). The Revolving Credit Facility is secured by pledges of the capital stock and ownership interests in certain of the Company’s holding company subsidiaries. The Revolving Credit Facility contains a broad range of covenants that, subject to certain exceptions, restrict the Company’s holding company subsidiaries' ability to incur debt, grant liens, sell or lease assets, transfer equity interests, dissolve, pay distributions and change its business. As of December 31, 2016 , the Company's holding company subsidiaries are in compliance with covenants contained in the Revolving Credit Facility. The loans under the Company's Revolving Credit Facility are either base rate loans or Eurodollar rate loans. The base rate loans accrue interest at the fluctuating rate per annum equal to the greatest of the (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Eurodollar rate that would be in effect for a Eurodollar rate loan with an interest period of one month plus 1.0% , plus an applicable margin ranging from 1.25% to 1.75% (corresponding to applicable leverage ratios of the borrower). The Eurodollar rate loans accrue interest at a rate per annum equal to International Continental Exchange London Interbank Offered Rate (LIBOR), as published by Reuters plus an applicable margin ranging from 2.25% to 2.75% (corresponding to applicable leverage ratios of the borrower). Under the Revolving Credit Facility, the Company pays a revolving commitment fee equal to the average of the daily difference between revolving commitments and the total utilization of revolving commitments times 0.50% . The Company also pays letter of credit fees. As of December 31, 2016 and 2015 , letters of credit of $31.7 million and $27.2 million , respectively, were issued under the Revolving Credit Facility. Convertible Senior Notes due 2020 In July 2015, the Company issued $225 million aggregate principal amount of 4.00% convertible senior notes due 2020 (2020 Notes). The 2020 Notes bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2020 Notes will mature on July 15, 2020. The 2020 Notes were sold in a private placement. Upon conversion, the Company may, at its discretion, pay cash, shares of the Company’s Class A common stock, or a combination of cash and stock. The 2020 Notes are set at an initial conversation rate of 35.4925 shares of Class A common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $28.175 per share of Class A common stock. The conversion rate is subject to adjustment in some events (including, but not limited to, certain cash dividends made to holders of the Company's Class A common stock which exceed the initial dividend threshold of $0.363 per quarter per share). The conversion rate would be adjusted to offset the effect of the portion of the dividend in excess of $0.363 , provided that the adjustment would result a change of at least 1% in the then effective conversion rate. As of December 31, 2016, no adjustment was required. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2020 Notes are not redeemable prior to maturity. The 2020 Notes are guaranteed on a senior unsecured basis by a subsidiary of the Company and are general unsecured obligations of the Company. The obligations rank senior in rights of payment to the Company’s subordinated debt, equal in right of payment to the Company’s unsubordinated debt and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The following table presents a summary of the equity and liability components of the 2020 Notes (in thousands): December 31, 2016 2015 Principal $ 225,000 $ 225,000 Less: Unamortized debt discount (18,196 ) (22,624 ) Unamortized financing costs (3,894 ) (5,014 ) Carrying value of convertible senior notes $ 202,910 $ 197,362 Carrying value of the equity component (1) $ 23,743 $ 23,743 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $0.7 million in equity issuance costs. During the year ended December 31, 2016 , in relation to the 2020 Notes, the Company recorded $9.2 million , $1.1 million and $4.4 million related to the contractual coupon interest, amortization of financing costs and amortization of debt discount, respectively, in interest expense in its consolidated statements of operations. Project-level Financing Arrangements The Company typically finances its wind projects through project entity specific debt secured by each project's assets with no recourse to the Company. Typically, these financing arrangements provide for a construction loan, which upon completion may be converted into a term loan or repaid through capital contributions from the Company and tax equity investors. Collateral for project level facilities typically include each project's tangible assets and contractual rights and cash on deposit with the depository agents. Each loan agreement contains a broad range of covenants that, subject to certain exceptions, restrict each project's ability to incur debt, grant liens, sell or lease certain assets, transfer equity interests, dissolve, make distributions and change their business. As of December 31, 2016, all projects were in compliance with their financing covenants. St. Joseph On November 17, 2015, St. Joseph extinguished its existing credit facility consisting of a term loan of approximately C$212.5 million and maturing in March 2031 and entered into a C$244.0 million credit agreement that provided a term loan facility, a letter of credit facility and an interest hedge facility (St. Joseph Credit Agreement) maturing in November 2033. Pursuant to the terms of the St. Joseph Credit Agreement, the prior lenders to the project were repaid in full with borrowings from a new group of lenders. The interest rate on the St. Joseph term loan was reduced from a fixed rate of 5.95% to a Canadian Dollar Offered Rate (CDOR) plus 1.625% (increasing by 0.125% every three years ). The size of the St. Joseph Credit Agreement was increased to C$219.0 million to include finance fees and costs associated with the new arrangement. The St. Joseph Credit Agreement also established approximately C$25.0 million in new letter of credit facilities for the project to support various reserve requirements and security obligations under the PPA. In connection with the St. Joseph Credit Agreement, St. Joseph entered into interest rate swaps with each of the new lenders to manage exposure to interest rate risk. The interest rate swaps were designed to effectively set 90% of the St. Joseph Credit Agreement interest rate at 4.0% (increasing by 0.125% every three years ). See Note 10 , Derivative Instruments , for additional information. As a result of the repayment of the existing term loan of approximately C$212.5 million , the Company recognized a loss on debt extinguishment of approximately $0.8 million , which includes unamortized deferred financing costs and legal fees incurred as a result of the extinguishment, for the year ended December 31, 2015. Spring Valley On October 20, 2015, Spring Valley entered into an amendment to its financing agreement with existing lenders. Pursuant to the terms of the refinancing, the interest rate on the term loan for the facility was reduced from LIBOR plus 2.38% (increasing 0.25% every four years ) to LIBOR plus 1.75% (increasing by 0.125% every four years ). Through proceeds from the Revolving Credit Facility, the Company also made a prepayment of $29.7 million towards the outstanding principal balance on Spring Valley's term loan facility which reduced the outstanding balance of the term loan to approximately $133.2 million . In connection with the prepayment of $29.7 million , the Company discontinued the cash flow hedge designation on a portion of the interest rate swap associated with the original outstanding principal balance prior to prepayment. See Note 10 , Derivative Instruments , for additional information. The Company accounted for the Spring Valley refinancing event as a debt modification for all lenders. In accordance with ASC 470-50, Debt Modifications and Extinguishments (ASC 470-50), the amendment fees of $0.9 million and the remaining $5.0 million of unamortized debt issuance costs related to the original debt will be amortized over the remaining term of the modified debt using the effective interest method. Lost Creek On September 3, 2015, Lost Creek entered into a Second Amended and Restated Credit Agreement (Lost Creek Term Loan) which, among other things, reduced the interest rate from LIBOR plus 2.75% (with periodic increases of 0.25% ) to LIBOR plus 1.65% (increasing by 0.125% every four years ) and extended the maturity of the Lost Creek Term Loan from March 2021 to September 2027. Under ASC 470-50, these amendments to the Lost Creek Term Loan are considered a modification of debt on a lender-by-lender basis. As a result, the capitalized amendment fees of $1.5 million paid to lenders are amortized over the remaining term of the modified debt using the effective interest method. In addition, the Company expensed third party legal and other fees of approximately $0.7 million , which are included in other income (expense), net in the Company's consolidated statements of operations. The Lost Creek Term Loan includes a collateral agreement that requires proceeds from the sale of energy from the Lost Creek wind project be remitted directly to the depositary agent of the Lost Creek Term Loan to provide for debt service payments and operating costs required under the Lost Creek Term Loan. The Lost Creek Term Loan also replaced the existing debt service and operating and maintenance reserves with a $10.7 million revolving credit facility provided by certain lenders in the event Lost Creek is unable to make payments towards debt service reserve requirements and operating and maintenance reserve requirements. The Lost Creek Term Loan is subject to certain covenants, including limitations on additional indebtedness, limitations on liens, requirements for periodic financial and operational information, and compliance with certain required financial ratios. The Lost Creek Term Loan also contains voluntary prepayment provisions which provide for the right to prepay the Lost Creek Term Loan without premium or penalty and contains mandatory prepayments for such events as upwind array events. As of December 31, 2016, there has been no requirement to make any such mandatory prepayments of amounts borrowed under the term loan. Additionally, the Lost Creek Term Loan restricts payment of dividends, distributions, and returns of capital to affiliates of Lost Creek unless provided by the Lost Creek Term Loan. Gulf Wind On July 28, 2015, the Company acquired the noncontrolling interests in the Gulf Wind project, resulting in a 100% ownership of the membership interests in the Gulf Wind project. See Note 14 , Stockholders' Equity - Noncontrolling Interests , for additional information. Subsequent to the acquisitions, on July 30, 2015, the Company prepaid 100% of the outstanding balance of the Gulf Wind project’s term loan of $154.1 million , resulting in a loss on extinguishment of debt, primarily related to the write-off of deferred financing costs, of approximately $4.1 million . As a result of the early extinguishment of debt, the Company terminated the related interest rate swaps and cap. See Note 10 , Derivative Instruments , for additional information. Amazon Wind Farm Fowler Ridge On April 29, 2015, Amazon Wind Farm Fowler Ridge entered into a $199.1 million construction loan facility and $22.5 million of letter of credit facilities, as required by the PPA and renewable energy credit agreement. The interest rate on the construction loan facility was 1.69% . The Company also entered into a Letter of Credit, Reimbursement and Loan Agreement pursuant to which the $11.2 million REC letter of credit facility expired on April 29, 2016 and the $11.3 million PPA letter of credit facility expires on April 29, 2020. On December 18, 2015, the Company and certain tax equity investors made capital contributions to fund the repayment of the Amazon Wind Farm Fowler Ridge construction loan facility. As of December 31, 2015, the balance of the construction loan facility was zero . See Note 14 , Stockholders' Equity - Noncontrolling Interests , for additional information. Financing Lease Obligations In December 2010, Hatchet Ridge entered into a sale-leaseback agreement to finance the project facility for 22 years . The Company evaluated the agreement in accordance with ASC 840 and ASC 360, Property Plant and Equipment, and determined that due to continuing involvement with the project facility, the Company is precluded from treating the agreement as a sale-lease back transaction and accounts for the agreement as a financing lease obligation. Collateral for the agreement includes Hatchet Ridge’s tangible assets and contractual rights and cash on deposit with the depository agent. Its loan agreement contains a broad range of covenants that, subject to certain exceptions, restrict Hatchet Ridge’s ability to incur debt, grant liens, sell or lease assets, transfer equity interests, dissolve, pay distributions and change its business. Payments under the financing lease for the years ended December 31, 2016 , 2015 and 2014 , were $15.0 million , $16.9 million and $15.0 million , respectively. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligation The Company’s asset retirement obligations represent the estimated cost of decommissioning the turbines, removing above-ground installations and restoring the sites at the end of its estimated economic useful life. Effective January 1, 2015, the Company changed its estimate of the useful lives of wind farms for which construction began after 2011, from 20 years to 25 years . As a result, during the year ended December 31, 2015, the Company recorded a one-time adjustment of $1.9 million to reduce the carrying balance of the asset retirement obligations to reflect the change in estimated useful life of the underlying wind farms and related estimate associated with the timing of the original undiscounted cash flows. The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligation (in thousands): December 31, 2016 2015 Beginning asset retirement obligations $ 42,197 $ 29,272 Net additions during the year — 13,189 Foreign currency translation adjustment 63 (411 ) Adjustment related to change in useful life — (1,907 ) Accretion expense 2,523 2,054 Ending asset retirement obligations $ 44,783 $ 42,197 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company employs a variety of derivative instruments to manage its exposure to fluctuations in electricity prices, interest rates and foreign currency exchange rates. Energy prices are subject to wide swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists primarily on variable-rate debt for which the cash flows vary based upon movement in interest rates. Additionally, the Company is exposed to foreign currency exchange rate risk primarily from its business operations in Canada and Chile. The Company’s objectives for holding these derivative instruments include reducing, eliminating and efficiently managing the economic impact of these exposures as effectively as possible. The Company does not hedge all of its electricity price risk, interest rate risks, and foreign currency exchange rate risks, thereby exposing the unhedged portions to changes in market prices. As of December 31, 2016 , the Company had other energy-related contracts that did not meet the definition of a derivative instrument or qualified for the NPNS exception and were therefore exempt from fair value accounting treatment. The following tables present the fair values of the Company's derivative instruments on a gross basis as reflected on the Company’s consolidated balance sheets (in thousands): December 31, 2016 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ 40 $ 8,289 $ 21,058 Fair Value of Undesignated Derivatives: Interest rate swaps — 1,788 3,238 3,463 Energy derivative 16,209 24,707 — — Foreign currency forward contracts 1,369 177 391 — Total Fair Value $ 17,578 $ 26,712 $ 11,918 $ 24,521 December 31, 2015 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ — $ 10,034 $ 24,360 Fair Value of Undesignated Derivatives: Interest rate swaps — 559 4,309 4,299 Energy derivative 20,856 42,827 — — Foreign currency forward contracts 3,482 628 — — Total Fair Value $ 24,338 $ 44,014 $ 14,343 $ 28,659 The following table summarizes the notional amounts of the Company's outstanding derivative instruments (in thousands except for MWh): December 31, Unit of Measure 2016 2015 Designated Derivative Instruments Interest rate swaps USD $ 365,443 $ 379,808 Interest rate swaps CAD $ 196,425 $ 196,988 Undesignated Derivative Instruments Interest rate swaps USD $ 257,389 $ 275,424 Energy derivative MWh 1,201,691 1,707,350 Foreign currency forward contracts CAD $ 95,800 $ 62,300 Derivatives Designated as Hedging Instruments Cash Flow Hedges The Company has interest rate swap agreements to hedge variable rate project-level debt. Under these interest rate swaps, the projects make fixed-rate interest payments and the counterparties to the agreements make variable-rate interest payments. For interest swaps that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the period or periods during which a cash settlement occurs. The designated interest rate swaps have remaining maturities ranging from approximately 10.8 years to 19.8 years . The following table presents gains and losses on derivative contracts designated and qualifying as cash flow hedges recognized in accumulated other comprehensive loss, net of tax, as well as amounts reclassified to earnings for the following periods (in thousands): Year ended December 31, Description 2016 2015 2014 Gains (losses) recognized in accumulated OCI Effective portion of change in fair value $ (6,751 ) $ (16,163 ) $ (33,444 ) Gains (losses) reclassified from accumulated OCI into: Interest expense Derivative settlements $ (7,462 ) $ (12,234 ) $ (13,774 ) Realized loss on designated derivatives, net Termination of derivatives $ — $ (11,221 ) $ — Loss on undesignated derivatives, net De-designation of derivatives $ — $ (5,918 ) $ — Gains (losses) recognized in interest expense Ineffective portion $ 346 $ (809 ) $ — The Company estimates that $7.0 million in accumulated other comprehensive loss will be reclassified into earnings over the next twelve months. Spring Valley On October 20, 2015, in connection with the amendment to Spring Valley's term loan, the Company made a prepayment of $29.7 million towards the outstanding principal balance on Spring Valley's term loan which reduced the balance to approximately $133.2 million . See Note 8, Debt - Spring Valley , for additional information. As a result, the Company discontinued the cash flow hedge designation on a portion of the interest rate swaps associated with the original outstanding principal balance prior to prepayment and reclassified approximately $5.9 million from accumulated other comprehensive loss to loss on undesignated derivatives, net in the Company's consolidated statements of operations. Gulf Wind On July 28, 2015, in connection with the early extinguishment of Gulf Wind's term loan, the Company terminated the related interest rate swaps which resulted in the reclassification of $11.2 million in accumulated other comprehensive loss to realized loss on designated derivatives, net in the consolidated statements of operations. Derivatives Not Designated as Hedging Instruments The following table presents gains and losses on derivatives not designated as hedges (in thousands): Year ended December 31, Derivative Type Financial Statement Line Item Description 2016 2015 2014 Interest rate derivatives Loss on undesignated derivatives, net Change in fair value, net of settlements $ 3,137 $ (5,758 ) (1 ) $ (11,668 ) Interest rate derivatives Loss on undesignated derivatives, net Derivative settlements $ (4,965 ) $ (4,838 ) $ (4,075 ) Energy derivative Electricity sales Change in fair value, net of settlements $ (22,767 ) $ (792 ) $ (3,878 ) Energy derivative Electricity sales Derivative settlements $ 21,586 $ 20,568 $ 13,525 Foreign currency forward contracts Loss on undesignated derivatives, net Change in fair value, net of settlements $ (2,955 ) $ 4,110 $ — Foreign currency forward contracts Loss gain on undesignated derivatives, net Derivative settlements $ 1,459 $ 996 $ — (1) Amount includes the reclassification of $5.9 million from accumulated other comprehensive loss related to the dedesignation of certain interest rate derivative instruments at Spring Valley. Interest Rate Derivatives Interest Rate Swaps The Company has interest rate swap agreements to hedge variable rate project-level debt. Under these interest rate swaps, the projects make fixed-rate interest payments and the counterparties to the agreements make variable-rate interest payments. For interest rate swaps that are not designated and do not qualify as cash flow hedges, the changes in fair value are recorded in loss on undesignated derivatives, net in the consolidated statements of operations as these hedges are not accounted for under hedge accounting. The undesignated interest rate swaps have remaining maturities ranging from approximately 4.2 years to 13.5 years . Interest Rate Cap In 2010, Gulf Wind entered into an interest rate cap to manage its exposure to future interest rates when its long-term debt was expected to be refinanced at the end of the ten -year term. The cap provided Gulf Wind the right to receive payments and protected the Company if future interest rates exceeded approximately 6.0% . On July 28, 2015, in connection with the early extinguishment of Gulf Wind's term loan, the Company terminated the related interest rate cap which resulted in a net loss of $ 0.2 million , recognized in loss on undesignated derivatives, net in the consolidated statements of operations and primarily represents a realization of losses previously recorded within accumulated other comprehensive loss. Energy Derivative In 2010, Gulf Wind acquired an energy derivative instrument to manage its exposure to variable electricity prices over the life of the arrangement. The energy price swap fixes the price for a predetermined volume of production (the notional volume) over the life of the swap contract, through April 2019 , by locking in a fixed price per MWh. The notional volume agreed to by the parties is approximately 504,220 MWh per year. The energy derivative instrument does not meet the criteria required to adopt hedge accounting. As a result, changes in fair value are recorded in electricity sales in the consolidated statements of operations. As a result of the counterparty's credit rating downgrade, the Company received cash collateral related to the energy derivative agreement. The Company does not have the right to pledge, invest, or use the cash collateral for general corporate purposes. As of December 31, 2016 , the Company has recorded a current asset of $43.6 million to funds deposited by counterparty and a current liability of $43.6 million to counterparty deposit liability representing the cash collateral received and corresponding obligation to return the cash collateral, respectively. The cash was deposited into a separate custodial account for which the Company is not entitled to the interest earned on the cash collateral. Foreign Currency Forward Contracts In January 2015, the Company established a currency risk management program. The objective of the program is to mitigate the foreign exchange rate risk arising from transactions or cash flows that have a direct or underlying exposure in non-U.S. dollar denominated currencies in order to reduce volatility in the Company’s cash flow, which may have an adverse impact to the Company's short-term liquidity or financial condition. A majority of the Company’s PSAs and operating expenditures are transacted in U.S. dollars, with a growing portion transacted in currencies other than the U.S. dollar, primarily the Canadian dollar. The Company enters into foreign currency forward contracts at various times to mitigate currency exchange rate risk on Canadian dollar denominated cash flows. These instruments have remaining maturities ranging from one to eighteen months. The foreign currency forward contracts are considered non-designated derivative instruments and are not used for trading or speculative purposes. As a result, changes in fair value and settlements are recorded in loss on undesignated derivatives, net in the consolidated statements of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes changes in the accumulated other comprehensive loss balance, net of tax, by component: Foreign Currency Effective Portion of Change in Fair Value of Derivatives Proportionate Share of Equity Investee's OCI Total Balances at December 31, 2013 $ (8,463 ) $ (7,002 ) $ (1,912 ) $ (17,377 ) Other comprehensive loss before reclassifications (10,875 ) (33,444 ) (5,991 ) (50,310 ) Amounts reclassified from accumulated other comprehensive loss — 13,774 — 13,774 Net current period other comprehensive loss (10,875 ) (19,670 ) (5,991 ) (36,536 ) Balances at December 31, 2014 (19,338 ) (26,672 ) (7,903 ) (53,913 ) Other comprehensive loss before reclassifications (28,947 ) (16,163 ) (6,640 ) (51,750 ) Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives — 17,139 — 17,139 Amounts reclassified from accumulated other comprehensive loss — 12,234 2,412 14,646 Net current period other comprehensive loss (28,947 ) 13,210 (4,228 ) (19,965 ) Balances at December 31, 2015 (48,285 ) (13,462 ) (12,131 ) (73,878 ) Other comprehensive income (loss) before reclassifications 4,785 (6,751 ) 1,039 (927 ) Amounts reclassified from accumulated other comprehensive loss — 7,462 4,594 12,056 Net current period other comprehensive income 4,785 711 5,633 11,129 Balances at December 31, 2016 $ (43,500 ) $ (12,751 ) $ (6,498 ) $ (62,749 ) Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 — (382 ) — (382 ) Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 $ (43,500 ) $ (12,369 ) $ (6,498 ) $ (62,367 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurement The Company’s fair value measurements incorporate various factors, including the credit standing and performance risk of the counterparties, the applicable exit market, and specific risks inherent in the instrument. Nonperformance and credit risk adjustments on risk management instruments are based on current market inputs when available, such as credit default hedge spreads. When such information is not available, internal models may be used. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to valuation of these assets or liabilities are set forth below. Transfers between levels are recognized at the end of each quarter. The Company did not recognize any transfers between levels during the periods presented. Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuations technique and the risk inherent in the inputs to the model. Financial Instruments The carrying value of financial instruments classified as current assets and current liabilities approximates their fair value, based on the nature and short maturity of these instruments, and they are presented in the Company’s financial statements at carrying cost. The fair values of cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy. Certain other assets and liabilities were measured at fair value upon initial recognition and unless conditions give rise to an impairment, are not remeasured. Financial Instruments Measured at Fair Value on a Recurring Basis The Company’s financial assets and liabilities which require fair value measurement on a recurring basis are classified within the fair value hierarchy as follows (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 1,828 $ — $ 1,828 Energy derivative — — 40,916 40,916 Foreign currency forward contracts — 1,546 — 1,546 $ — $ 3,374 $ 40,916 $ 44,290 Liabilities Interest rate swaps $ — $ 36,048 $ — $ 36,048 Foreign currency forward contracts — 391 — 391 $ — $ 36,439 $ — $ 36,439 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 559 $ — $ 559 Energy derivative — — 63,683 63,683 Foreign currency forward contracts — 4,110 — 4,110 $ — $ 4,669 $ 63,683 $ 68,352 Liabilities Interest rate swaps $ — $ 43,002 $ — $ 43,002 $ — $ 43,002 $ — $ 43,002 Level 2 Inputs Derivative instruments subject to re-measurement are presented in the financial statements at fair value. The Company's interest rate swaps were valued by discounting the net cash flows using the forward LIBOR curve with the valuations adjusted by the Company’s credit default hedge rate. The Company’s foreign currency forward contracts were valued using the income approach based on the present value of the forward rates less the contract rates, multiplied by the notional amounts. Level 3 Inputs The fair value of the energy derivative instrument is determined based on a third-party valuation model. The methodology and inputs are evaluated by management for consistency and reasonableness by comparing inputs used by the third-party valuation provider to another third-party pricing service for identical or similar instruments and also agreeing inputs used in the third-party valuation model to the derivative contract for accuracy. Any significant changes are further evaluated for reasonableness by obtaining additional documentation from the third-party valuation provider. The energy derivative instrument is valued by discounting the projected net cash flows over the remaining life of the derivative instrument using forward electricity prices which are derived from observable prices, such as forward gas curves, adjusted by a non-observable heat rate for when the contract term extends beyond a period for which market data is available. The significant unobservable input in calculating the fair value of the energy derivative instrument is forward electricity prices. Significant increases or decreases in this unobservable input would result in a significantly lower or higher fair value measurement. The following table presents a reconciliation of the energy derivative contract measured at fair value on a recurring basis using significant unobservable inputs (in thousands): 2016 2015 Balance at beginning of year $ 63,683 $ 64,475 Total gains (losses) included in electricity sales (1,181 ) 19,776 Settlements (21,586 ) (20,568 ) Balance at end of year $ 40,916 $ 63,683 During the years ended December 31, 2016 , 2015 and 2014 , the Company recognized unrealized losses of $22.8 million , $0.8 million , and $3.9 million relating to energy derivative asset held at December 31, 2016, 2015, and 2014, respectively. The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows (in thousands, for fair value): December 31, 2016 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $40,916 Discounted cash flow Forward electricity prices $15.83 - $81.76 (1) Discount rate 1.00% - 1.52% December 31, 2015 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $63,683 Discounted cash flow Forward electricity prices $12.48 - $74.94 (1) Discount rate 0.61% - 1.46% (1) Represents price per MWh Financial Instruments not Measured at Fair Value The following table presents the carrying amount and fair value and the fair value hierarchy of the Company’s financial liabilities that are not measured at fair value in the consolidated balance sheets, but for which fair value is disclosed (in thousands): Fair Value As reflected on the balance sheet Level 1 Level 2 Level 3 Total December 31, 2016 Long-term debt, including current portion $ 1,383,672 $ — $ 1,382,038 $ — $ 1,382,038 December 31, 2015 Long-term debt, including current portion $ 1,415,886 $ — $ 1,382,149 $ — $ 1,382,149 Long term debt including the convertible senior notes are presented on the consolidated balance sheets, net of financing costs, discounts and premiums. The fair value of variable interest rate long-term debt is approximated by its carrying cost. The fair value of fixed interest rate long-term debt is estimated based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied, using the net present value of cash flow streams over the term using estimated market rates for similar instruments and remaining terms. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents significant components of the provision for income taxes (in thousands): Year ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State — — — Foreign 378 489 182 Total current expense 378 489 182 Deferred: Federal — — — State — — — Foreign 8,301 4,454 2,954 Total deferred expense 8,301 4,454 2,954 Total provision for income taxes $ 8,679 $ 4,943 $ 3,136 The following table presents the domestic and foreign components of net (loss) income before income tax provision (in thousands): Year ended December 31, 2016 2015 2014 U.S. $ (71,405 ) $ (66,883 ) $ (34,788 ) Foreign 27,785 16,219 (2,075 ) Total $ (43,620 ) $ (50,664 ) $ (36,863 ) The following table presents a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the following periods: Year ended December 31, 2016 2015 2014 Computed tax at statutory rate 35.0 % 35.0 % 35.0 % Adjustment for income in non-taxable entities allocable to noncontrolling interest (25.6 )% (13.0 )% (7.6 )% Foreign rate differential Tax rate differential on pre-tax book income (16.9 )% (6.6 )% 5.6 % Local tax on branch profits/(losses)—Puerto Rico — % 0.3 % 1.6 % Permanent book/tax differences (domestic only) (0.2 )% (0.1 )% (0.1 )% Valuation allowance (18.8 )% (25.1 )% (33.4 )% Chilean shareholder benefit due to tax regime change 0.7 % 0.4 % (3.6 )% Tax credits 7.6 % — % — % Change in tax rate due to change in Chilean tax regime — % — % (6.2 )% Other (1.6 )% (0.7 )% 0.1 % ARRA Section 1603 grant-basis reduction deferred tax assets — % — % — % Effective income tax rate (19.8 )% (9.8 )% (8.6 )% The following table presents significant components of the Company’s deferred tax assets and deferred tax liabilities as follows (in thousands): 2016 2015 Deferred tax assets: Accruals and prepaids $ 2,331 $ 592 Basis difference in derivatives 3,411 7,392 Hatchet Ridge financing 27,521 27,096 Asset retirement obligation 9,012 9,064 Unrealized loss on derivatives 6,372 9,132 Net operating loss carryforwards 339,203 242,100 Partnership interest — 18,536 Basis difference in foreign subsidiaries — 104 Tax credits 9,939 6,501 Total gross deferred tax assets 397,789 320,517 Less: Valuation allowance (144,056 ) (135,273 ) Total gross deferred tax assets net of valuation allowance $ 253,733 $ 185,244 Deferred tax liabilities: Property, plant and equipment $ (246,267 ) $ (193,833 ) Partnership interest (27,440 ) — Basis difference in foreign subsidiaries (865 ) — Deferred interest, commitment fees and financing costs (4,543 ) — Other deferred tax liabilities (818 ) (6,790 ) Total gross deferred tax liabilities (279,933 ) (200,623 ) Total net deferred tax assets/(liabilities) $ (26,200 ) $ (15,379 ) The deferred tax assets and deferred tax liabilities resulted primarily from temporary differences between book and tax basis of assets and liabilities. The Company regularly assesses the likelihood that future taxable income levels will be sufficient to ultimately realize the tax benefits of the deferred tax assets. Should the Company determine that future realization of the tax benefits is not more likely than not, additional valuation allowance would be established which would increase the Company’s tax provision in the period of such determination. The net deferred tax assets and net deferred tax liabilities as of December 31, 2016 and 2015 are attributed primarily to the Company’s Canadian, Puerto Rican and Chilean entities. The net change in valuation allowance increased by $9 million during the year ended December 31, 2016 . The increase was primarily driven by operating losses in the US federal and state jurisdictions. As of December 31, 2016 , the Company has U.S federal and state net operating loss (NOL) carryforwards in the amount of $817 million and $141 million , respectively, which begin to expire in the year ending December 31, 2032 for federal and state purposes. The Company also has foreign net operating loss carryforwards in Canada of $88 million which begin to expire in the year ending December 31, 2029, foreign net operating loss carryforwards in Puerto Rico of $4 million that begins to expire in the year ending December 31, 2022, and foreign net operating loss carryforwards in Chile of $64 million that can be carried forward indefinitely. The Company's production tax credits of $11 million begin to expire in the year ending December 31, 2033. Internal Revenue Code Section 382 places a limitation (the Section 382 Limitation) on the amount of taxable income that can be offset by NOL and credit carryforwards, as well as built-in loss items, after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. The Company did not have any historic U.S. NOLs prior to October 2, 2013 except for NOLs from its Puerto Rico entity which may be subject to Section 382 Limitation. The Company experienced a change in ownership on May 14, 2014. As a result, the Company’s NOL carryforwards and credits generated through the date of change are subject to an annual limitation under Section 382. Accordingly, if the Company generates sufficient taxable income, the NOL carryforwards or credits prior to the change in ownership are not expected to expire. The Company is required to recognize in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2016 , the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended December 31, 2016 . The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions for its Canadian, Chilean and Puerto Rican operations. The Company’s U.S. and foreign income tax returns for 2012 to 2016 are subject to examination. The Company has a policy to classify accrued interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals are included in the provision for income taxes. The Company did not incur any interest expenses or penalties or have outstanding liabilities on the balance sheet associated with unrecognized tax benefits for the years ended December 31, 2016 , 2015 and 2014 . The Company operates under a tax holiday in Puerto Rico which enacted a special tax rate of 4% for businesses dedicated to the production of energy for consumption through the use of renewal sources. The Company previously operated under the "Economic Incentives for the Development of Puerto Rico Act" (Act 73) which was enacted in order to promote the development of green energy projects through economic incentives to reduce the island’s dependency on oil. On September 15, 2016, the Company surrendered operations under Act 73 and commenced operations under the "Green Energy Incentives Act of Puerto Rico" (Act 83) which affords the Company identical tax benefits to Act 73 and extends the special tax rate for 25 years at the date of conversion. The impact of the tax holiday increased foreign deferred tax expense by $0.2 million for the year ended December 31, 2016 . The impact of the tax holiday on basic and diluted net income (loss) per Class A common stock for the year ended December 31, 2016 was $0.002 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Preferred Stock The Company has 100,000,000 shares of authorized preferred stock issuable in one or more series. The Company’s Board of Directors is authorized to determine the designation, powers, preferences and relative, participating, optional or other special rights of any such series. As of December 31, 2016 and 2015 , there was no preferred stock issued and outstanding. Common Stock On August 12, 2016, the Company completed an underwritten public offering of its Class A common stock. In total, 10,000,000 shares of the Company's Class A common stock were sold. In connection with the equity offering, the underwriters had a 30-day option to purchase up to an additional 1,500,000 shares of Class A common stock to cover over-allotments. On August 22, 2016, the underwriters partially exercised their over-allotment option and purchased an additional 1,300,000 shares of Class A common stock. Aggregate net proceeds of the equity offering, including the proceeds of the over-allotment option, were approximately $258.6 million after deduction of underwriting discounts, commissions, and transaction expenses. On May 9, 2016, the Company entered into an Equity Distribution Agreement. Pursuant to the terms of the Equity Distribution Agreement, the Company may offer and sell shares of the Company’s Class A common stock, par value $0.01 per share, from time to time through the Agents, as the Company’s sales agents for the offer and sale of the shares, up to an aggregate sales price of $200.0 million . For the year ended December 31, 2016, the Company sold 1,240,504 shares under the Equity Distribution Agreement and net proceeds under the issuances were $27.5 million and the aggregate compensation paid by the Company to the Agents with respect to such sales was $0.3 million. On July 28, 2015, the Company completed an underwritten public offering of its Class A common stock. In total, 5,435,000 shares of the Company's Class A common stock were sold. Net proceeds generated for the Company were approximately $120.8 million after deduction of underwriting discounts, commissions and transaction expenses. On February 9, 2015, the Company completed an underwritten public offering of its Class A common stock. In total, 12,000,000 shares of the Company’s Class A common stock were sold. Of this amount, the Company issued and sold 7,000,000 shares of its Class A common stock and Pattern Development 1.0, the selling stockholder, sold 5,000,000 shares of Class A common stock. The Company received net proceeds of approximately $196.2 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares sold by Pattern Development 1.0. On May 14, 2014, the Company completed an underwritten public offering of its Class A common stock resulting in a reduction of Pattern Development 1.0’s interest in the Company from approximately 63% to 35% . Consequently, the Company is no longer subject to ASC 805-50-30-5, Transactions between Entities under Common Control. All transactions with Pattern Development 1.0 after May 14, 2014 are recognized at fair value on the measurement date in accordance with the ASC 805, Business Combinations . Voting Rights Holders of the Company’s Class A common stock as of December 31, 2016 are entitled to one vote per share on all matters submitted to a vote of stockholders and will vote as a single class under all circumstances. Dividend Rights Holders of Class A common stock are eligible to receive dividends on common stock held when funds are available and as approved by the Board of Directors. The following table presents cash dividends declared on Class A common stock for the periods presented: Dividends Per Share Declaration Date Record Date Payment Date 2016: Fourth Quarter $ 0.4080 November 4, 2016 December 30, 2016 January 31, 2017 Third Quarter $ 0.4000 August 3, 2016 September 30, 2016 October 31, 2016 Second Quarter $ 0.3900 May 4, 2016 June 30, 2016 July 29, 2016 First Quarter $ 0.3810 February 24, 2016 March 31, 2016 April 29, 2016 Liquidation Rights In the event of any liquidation, dissolution or winding-up of the Company, holders of Class A common stock will be entitled to share ratably in the Company’s assets that remain after payment or provision for payment of all of its debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any. Class B Common Stock The Company’s Class B common stock converted on a one to one basis into Class A common stock on December 31, 2014. As a result, the shares of Class B common stock were retired and the Company is no longer authorized to issue shares of Class B common stock. Noncontrolling Interests The following table presents the balances for noncontrolling interests by project and the Company's respective ownership percentage (in thousands, except percentages). See Note 3, Acquisitions , for additional information. Noncontrolling Ownership Percentage December 31, December 31, 2016 2015 2016 2015 El Arrayán $ 32,237 $ 34,224 30 % 30 % Logan's Gap 180,092 190,397 18 % 18 % Panhandle 1 190,415 195,791 21 % 21 % Panhandle 2 170,139 184,773 19 % 19 % Post Rock 178,676 196,346 40 % 40 % Amazon Wind Farm Fowler Ridge 139,687 142,731 35 % 35 % Noncontrolling interest $ 891,246 $ 944,262 The following table presents the components of total noncontrolling interest as reported in stockholders’ equity in the consolidated balance sheets (in thousands). See Note 3, Acquisitions , for additional information. Capital Accumulated Income (Loss) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Balances at December 31, 2013 $ 90,217 $ 18,601 $ (9,024 ) $ 99,794 Contributions from noncontrolling interests 406,163 — — 406,163 Fair value of noncontrolling interest in El Arrayán 35,259 — — 35,259 Distributions to noncontrolling interests (2,100 ) — — (2,100 ) Net loss — (8,709 ) — (8,709 ) Other comprehensive income, net of tax — — 179 179 Balances at December 31, 2014 529,539 9,892 (8,845 ) 530,586 Acquisition of Post Rock 205,100 — — 205,100 Buyout of noncontrolling interests (88,747 ) (14,244 ) 7,944 (95,047 ) Contributions from noncontrolling interests 334,231 — — 334,231 Distributions to noncontrolling interests (7,882 ) — — (7,882 ) Net loss — (23,074 ) — (23,074 ) Other comprehensive income, net of tax — — 348 348 Balances at December 31, 2015 972,241 (27,426 ) (553 ) 944,262 Distributions to noncontrolling interests (17,896 ) — — (17,896 ) Other (103 ) — — (103 ) Net loss — (35,188 ) — (35,188 ) Other comprehensive loss, net of tax — — 171 171 Balances at December 31, 2016 $ 954,242 $ (62,614 ) $ (382 ) $ 891,246 Allocations of Distributions and Tax Allocations for Tax Equity Partnerships Generally, tax equity partnerships have specific commercial terms that dictate distributions of cash and allocation of tax items among the partners, who are divided into one of two categories: tax equity and cash investor. A disproportionate share of income and cash is given to tax equity in order for them to achieve a target after-tax yield or “flip” near year 10 of project operations. The target yield and flip term vary by agreement and are dependent on project performance. Prior to the flip, tax items (income, US Federal production tax credits) are commonly allocated 99% to the tax equity. On the other hand, distributable cash is divided among the partners in percentages that do not match the tax items. Cash distribution percentages can be temporarily increased for tax equity in the event that certain cumulative distribution thresholds are not achieved. Once tax equity reaches their target yield, the allocations and distributions “flip” to different amounts. After the flip, income and cash are typically allocated 5% to the tax equity and 95% to the cash investor. REC sales are often specially addressed in each agreement with most of the cash and income directed to the cash investor both pre and post-flip. Tax equity partnership imposes a range of affirmative and negative covenants that are similar to what a term lender would require, such as, financial reporting, insurance maintenance and prudent operator standards. Most of these restrictions end once the flip point occurs and any deficit restoration obligation of the tax equity has been eliminated. There are also covenants that specifically seek to preserve the tax attributes of the project that are not customary for project term lenders. If tax equity suffers any losses or damages as the result of a breach of representation, covenant, or other obligation by the cash investor in its capacity as managing member, tax equity may provide notice to the cash investor and require that any distributions otherwise required to be paid to the cash investor shall, instead, be paid to tax equity to cover any damages. |
Equity Incentive Award Plan
Equity Incentive Award Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Award Plan | Equity Incentive Award Plan Under the 2013 Equity Incentive Award Plan (2013 Plan), the Company may issue 3,000,000 aggregate number of shares of Class A common stock for equity awards including incentive and nonqualified stock options, restricted stock awards (RSAs) and restricted stock units (RSUs) to employees, directors and consultants. RSAs provide the holder with immediate voting rights, but are restricted in all other respects until released. RSUs generally entitle the holders the right to receive the underlying shares of the Company's Class A common stock upon vesting. Upon cessation of services to the Company, any nonvested RSAs and RSUs will be forfeited. All nonvested RSAs and RSUs accrue dividends and distributions, which are subject to vesting and paid in cash upon release. Accrued dividends and distributions are forfeitable to the extent that the underlying awards do not vest. During 2016 , the Company granted 287,904 RSAs to certain employees and 25,768 RSUs to certain directors. There were 2,264,763 aggregate number of Class A shares available for issuance under the 2013 Plan as of December 31, 2016 . Stock-Based Compensation Stock-based compensation expenses related to, RSAs, RSUs and stock options are recorded as a component of general and administrative expenses in the Company’s consolidated statements of operations and totaled $5.4 million , $4.5 million and $4.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Restricted Stock Awards The Company measures the fair value of time-based RSAs at the grant date and accounts for stock-based compensation by amortizing the fair value on a straight line basis over the related vesting period. The following table summarizes RSA activity under the 2013 Plan for the year ended December 31, 2016 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2015 122,868 $ 27.71 Granted 151,462 $ 18.76 Vested (86,103) $ 24.02 Forfeited (16,199 ) $ 23.12 Repurchased for employee tax withholding (45,663) $ 23.99 Nonvested at December 31, 2016 126,365 $ 21.45 For the years ended December 31, 2016 , 2015 and 2014 , the total fair value of RSAs vested was $2.1 million , $1.7 million and $2.2 million , respectively. The weighted-average grant date fair values per RSA granted during the same periods were $18.76 , $29.58 and $27.63 , respectively. As of December 31, 2016 , the total unrecorded stock-based compensation expense for nonvested RSAs was $2.6 million , which is expected to be amortized over a weighted-average period of 1.7 years . RSAs that contain Market Conditions In 2016 and 2015, the Company granted TSR-RSAs to certain senior management personnel. The number of awards granted represented the maximum number of shares of Class A common stock that may be earned; however, the number of vested TSR-RSAs is assessed at the end of a three-year performance period in accordance with the level of total shareholder return of the Company's stock price achieved relative to a peer group during the specified period. Following the date of grant, rights to dividends will accrue on the maximum number of shares and may be forfeited if the market or service conditions are not achieved. The Company measures the fair value of these restricted stock awards at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Company estimates expected volatility based on the actual volatility of the Company's daily closing share price since listing on September 27, 2013 and the historical volatility of comparable publicly traded companies for a period that is equal to the performance period. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the performance period. The assumptions used to estimate the fair value of TSR-RSAs are as follows: Years ended December 31, 2016 2015 Expected stock price volatility (1) 35% 30% Expected dividend yield N/A N/A Risk-free interest rate 1.11% 0.80% Expected performance period in years (2) 2.8 2.7 (1) The expected volatility was estimated using the historical volatility derived from the Company's Class A common stock. (2) The expected performance period was estimated based on the length of the remaining performance period from the grant date. The following table summarizes TSR-RSAs activity under the 2013 Plan for the year ended December 31, 2016 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2015 85,268 $ 39.16 Granted 136,442 $ 20.63 Vested — — Forfeited — — Repurchased for employee tax withholding — — Nonvested at December 31, 2016 221,710 $ 27.76 For the years ended December 31, 2016 and 2015 , the weighted-average grant-date fair value per TSR-RSAs granted was $20.63 and $39.16 , respectively. As of December 31, 2016 , the total unrecorded stock-based compensation expense related to nonvested TSR-RSAs was $2.3 million , which is expected to be amortized over a weighted-average period of 1.9 years . RSAs that contain Performance Conditions During the year ended December 31, 2014, the Company recorded compensation expense of $0.6 million related to RSAs, granted in March 2014, that were released to senior management personnel when certain performance conditions were met. These awards included 27,717 shares of restricted stock, with a weighted average grant date fair value of $27.03 that were vested upon the Company achieving its cash available for distribution target as of December 31, 2014. On December 31, 2014, the performance condition was met. Restricted Stock Units In 2016 and 2015, the Company granted time-based deferred RSUs to certain directors. Deferred RSUs are equity awards that entitle the holder the right to receive shares of the Company's Class A common stock upon vesting and are settled on, or as soon as administratively possible after the settlement date which is January 1 following the date of the director's termination of service. The Company measures the fair value of deferred RSUs at the grant date and accounts for stock-based compensation by amortizing the fair value on a straight line basis over the related vesting period. During the year ended December 31, 2016 , there were RSU grants of 25,768 shares, all of which vested. For the years ended December 31, 2016 and 2015 , the total fair value of deferred RSUs vested was $0.5 million and $0.6 million , respectively. The weighted-average grant date fair value of stock awards granted during the same periods was $20.29 and $25.94 , respectively. As of December 31, 2016, there were no nonvested deferred RSUs. Stock Options During the year ended December 31, 2014, the Company issued 14,861 shares as a result of employee stock option exercises. Cash received on exercise was $0.3 million and the total intrinsic value of stock options exercised was $0.1 million . Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of stock option exercise. The Company did not grant stock option awards under the 2013 Plan during the years ended December 31, 2016, 2015, and 2014. During the years ended December 31, 2016 and December 31, 2015, no options were exercised, forfeited or expired. As of December 31, 2016 , there were 429,962 shares outstanding and exercisable with a weighted-average exercise price of $22.00 per share and a weighted average remaining contractual life of 6.7 years. All were vested or expected to vest, net of estimated forfeitures, and their aggregate intrinsic value was zero. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the reportable period. Diluted loss per share is computed by adjusting basic loss per share for the effect of all potential common shares unless they are anti-dilutive. For purpose of this calculation, potentially dilutive securities are determined by applying the treasury stock method to the assumed exercise of in-the-money stock options and the assumed vesting of outstanding RSAs and release of deferred RSUs. Potentially dilutive securities related to convertible senior notes are determined using the if-converted method. The Company's vested deferred RSUs have non-forfeitable rights to dividends prior to release and are considered participating securities. The Company's Class B common stock, which was converted to Class A common stock on a one-to-one basis on December 31, 2014 were deemed to be participating securities as Class B common stockholders had the same rights, including voting and liquidation rights, as Class A common stockholders, except with respect to net income and dividends as Class B common shareholders were not entitled to distributions. Class B common stock had deemed dividends which represented the accretion of the beneficial conversion feature. Accordingly, they were included in the computation of basic and diluted loss per share, pursuant to the two-class method. Under the two-class method, distributed and undistributed earnings allocated to participating securities are excluded from net loss attributable to common stockholders for purposes of calculating basic and diluted loss per share. However, net losses are not allocated to participating securities since they are not contractually obligated to share in the losses of the Company. For the years ended December 31, 2016 , 2015 and 2014 , the Company excluded 8.0 million, 3.5 million and 15.6 million, respectively, of potentially dilutive securities from the diluted EPS calculation as their effect is anti-dilutive. The computations for Class A basic and diluted loss per share are as follows (in thousands except share data): Year ended December 31, 2016 2015 2014 Numerator for basic and diluted loss per share: Net loss attributable to Pattern Energy $ (17,111 ) $ (32,533 ) $ (31,290 ) Less: dividends declared on Class A common shares (128,423 ) (102,861 ) (56,976 ) Less: deemed dividends on Class B common shares — — (21,901 ) Less: earnings allocated to participating securities (53 ) (32 ) — Undistributed loss attributable to common stockholders $ (145,587 ) $ (135,426 ) $ (110,167 ) Denominator for loss per share: Weighted average number of shares: Class A common stock - basic and diluted 79,382,388 70,535,568 42,361,959 Class B common stock - basic and diluted N/A N/A 15,555,000 Calculation of basic and diluted earnings (loss) per share: Class A common stock: Dividends $ 1.62 $ 1.46 $ 1.34 Undistributed loss (1.83 ) (1.92 ) (1.90 ) Basic loss per share $ (0.22 ) $ (0.46 ) $ (0.56 ) Class A common stock: Diluted loss per share $ (0.22 ) $ (0.46 ) $ (0.56 ) Class B common stock: Deemed dividends N/A N/A $ 1.41 Undistributed loss N/A N/A (1.90 ) Basic and diluted loss per share N/A N/A $ (0.49 ) Dividends declared per Class A common share $ 1.58 $ 1.43 $ 1.30 Deemed dividends per Class B common share N/A N/A $ 1.41 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The following table summarizes estimates of future commitments related to the various agreements that the Company has entered into (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Acquisition, purchase and other commitments $ 269,276 $ 528 $ 436 $ 424 $ 374 $ 4,055 $ 275,093 Operating leases 13,714 14,067 14,543 14,703 15,267 256,334 328,628 Service and maintenance agreements 53,534 40,908 34,206 31,374 31,983 118,198 310,203 Total commitments $ 336,524 $ 55,503 $ 49,185 $ 46,501 $ 47,624 $ 378,587 $ 913,924 Acquisition, Purchase and Other Commitments On June 30, 2016, the Company committed to acquire from Pattern Development 1.0 an 84% interest in a 324 MW wind project and a 99% interest in the associated independent 35-mile 345 kV Western Interconnect transmission line (Broadview) for a purchase price of approximately $269.0 million that the Company expects to be funded at the commencement of commercial operations, currently estimated to occur in April 2017. In addition, the acquisition of Broadview will include an assumption of a land lease and service and maintenance agreements which have not been included in the table above. The Company has entered into various commitments with service providers related to the Company’s projects and operations of its business. Outstanding commitments include donations to local community and government organizations. Operating Leases The Company has entered into various long-term operating lease agreements related to lands for its wind farms. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded rent expenses of $13.1 million , $12.0 million and $8.8 million , respectively, in project expense in its consolidated statements of operations. On February 3, 2016, the Company entered into a lease agreement for office facilities in Houston, Texas, effective August 2016, to replace the Pattern Development 1.0 leased office facilities which expired in June 2016. In addition, effective January 1, 2016, Pattern Development 1.0 assigned to the Company, all of Pattern Development 1.0’s rights, title, commitments and interest under an office lease, dated as of September 9, 2009, with respect office space in San Francisco. As a result of this lease assignment, the Company assumed remaining rental commitments under the lease plus certain annual operating expense reimbursements and customary security deposits. Concurrently with the lease assignment, the Company entered into an extension through 2026 of the office lease, which previously terminated at the end of February 2017. Total future commitments are included in operating leases in the table above. For the year ended December 31, 2016 , the Company recorded office lease expense of $2.9 million in general and administrative expense and $0.1 million in project expense in its consolidated statements of operations. Service and Maintenance Agreements The Company has entered into service and maintenance agreements with third party contractors to provide turbine operations and maintenance services and modifications and upgrades for varying periods over the next 18 years . The computation of outstanding commitments includes an estimated annual price adjustment for inflation of 2% , where applicable. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded service and maintenance expense under these agreements of $53.4 million , $42.9 million and $26.7 million , respectively, in project expense in its consolidated statements of operations. Letters of Credit Power Sale Agreements The Company owns and operates wind power projects, and has entered into various long-term PSAs that terminate from 2019 to 2039 . The terms of these agreements generally provide for the annual delivery of a minimum amount of electricity at fixed prices and in some cases include price escalation over the term of the agreement. Under the terms of these agreements, as of December 31, 2016 , the Company issued irrevocable letters of credits to guarantee its performance for the duration of the agreements totaling $106.9 million . Project Finance Agreements The Company has various project finance and lease agreements which obligate the Company to provide certain reserves to enhance its credit worthiness and facilitate the availability of credit. As of December 31, 2016 , the Company issued irrevocable letters of credit totaling $108.5 million to ensure performance under these various project finance agreements. Contingencies Turbine Operating Warranties and Service Guarantees The Company has various turbine availability warranties from its turbine manufacturers and service guarantees from its service and maintenance providers. Pursuant to these guarantees, if a turbine operates at less than minimum availability during the guarantee period, the service provider is obligated to pay, as liquidated damages at the end of the warranty period, an amount for each percent that the turbine operates below the minimum availability threshold. In addition, pursuant to certain of these guarantees, if a turbine operates at more than a specified availability during the guarantee period, the Company has an obligation to pay a bonus to the service provider at the end of the warranty period. As of December 31, 2016 , the Company recorded liabilities of $2.9 million associated with bonuses payable to turbine manufacturers and service and maintenance providers. Legal Matters From time to time, the Company has become involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Indemnity The Company provides a variety of indemnities in the ordinary course of business to contractual counterparties and to its lenders and other financial partners. The Company is party to certain indemnities for the benefit of project finance lenders and tax equity partners of certain projects. These consist principally of indemnities that protect the project finance lenders from, among other things, the potential effect of any recapture by the U.S. Department of the Treasury of any amount of the Cash Grants previously received by the projects and eligibility of production tax credits and certain legal matters, limited to the amount of certain related costs and expenses. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management fees The Company provides management services and receives a fee for such services under agreements with its joint venture investees, South Kent, Grand, K2, Armow and El Arrayán, prior to the AEI EL Arrayán acquisition on June 25, 2014, in addition to various Pattern Development subsidiaries and equity method investments which are recorded as related party revenue on the consolidated statement of operations. Management Services Agreement and Shared Management The Company has entered into a Multilateral Management Services Agreement (MSA) with Pattern Development 1.0 and Pattern Development 2.0 (together, the Pattern Development Companies), which provides for the Company and the Pattern Development Companies to benefit, primarily on a cost-reimbursement basis, from the parties’ respective management and other professional, technical and administrative personnel, all of whom report to the Company’s executive officers. Costs and expenses incurred at the Pattern Development Companies or their respective subsidiaries on the Company's behalf will be allocated to the Company. Conversely, costs and expenses incurred at the Company or its respective subsidiaries on the behalf of a Pattern Development Company will be allocated to the respective Pattern Development Company. Pursuant to the MSA, certain of the Company’s executive officers, including its Chief Executive Officer (shared PEG executives), also serve as executive officers of the Pattern Development Companies and devote their time to both the Company and the Pattern Development Companies as is prudent in carrying out their executive responsibilities and fiduciary duties. The shared PEG executives have responsibilities for both the Company and the respective Pattern Development Companies and, as a result, these individuals do not devote all of their time to the Company’s business. Under the terms of the MSA, each of the respective Pattern Development Companies is required to reimburse the Company for an allocation of the compensation paid to such shared PEG executives reflecting the percentage of time spent providing services to such Pattern Development Company. The MSA costs are included in related party general and administrative and related party income, as applicable, on the consolidated statements of operations. Employee Savings Plan The Company participates in a 401(k) plan sponsored and maintained by Pattern Development 1.0, established on August 3, 2009 and restated on October 3, 2013. The Company also sponsors a Canadian Registered Retirement Savings Plan (RRSP), established on October 2, 2013. Participants in the plans are allowed to defer a portion of their compensation, not to exceed the respective Internal Revenue Service or Canada Revenue Agency annual allowance contribution guidelines, and are 100% vested in their respective deferrals and earnings. Participants may choose from a variety of investment options. The Company contributes 5% of base compensation to each employee’s 401(k) or RRSP account, up to the annual compensation limit. For the years ended December 31, 2016 , 2015 and 2014 , the Company contributed $0.7 million , $0.5 million and $0.3 million , respectively which was recorded as general and administrative expense on the consolidated statements of operations. Related Party Transactions The table below presents amounts due from and related parties as included in the consolidated balance sheets for the following periods (in millions): December 31, 2016 2016 2015 Related party receivable: Amounts due from Pattern Development 1.0 $ 0.4 $ 0.2 Amounts due from Pattern Development 2.0 0.2 — Amounts due from unconsolidated investments 0.5 0.5 Total related party receivable $ 1.1 $ 0.7 Related party payable: Amounts due to Pattern Development 1.0 $ 1.3 $ 1.6 Total related party payable $ 1.3 $ 1.6 The table below presents the revenue and expenses recognized for management services and under the MSA, as included in the statements of operations for the following periods (in thousands): Years Ended December 31, 2016 2015 2014 Related party revenue $ 5,793 $ 3,640 $ 3,317 Related party income $ 5,074 $ 2,665 $ 2,612 Related party general and administrative expense $ 9,900 $ 7,589 $ 5,787 Purchase Agreements During the years ended December 31, 2016 and 2015 the Company entered into the following acquisitions with Pattern Development 1.0 which are further detailed in Note 3, Acquisitions (in millions): Acquisitions from Pattern Development 1.0 Date of Acquisition Purchase Price Debt Assumed Armow October 17, 2016 $ 132.3 $ 193.6 Gulf Wind July 28, 2015 $ 13.0 $ — Amazon Wind Fowler Ridge April 29, 2015 $ 37.5 $ — K2 June 17, 2015 $ 132.4 $ 221.8 During the years ended December 31, 2016 and 2015 the Company made the following contingent obligation payments related to acquisitions with Pattern Development 1.0 (in millions): Contingent obligations payments: 2016 2015 Grand $ — $ 1.8 K2 $ 4.0 $ — Amazon Wind Fowler Ridge $ — $ 27.2 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 19 . Selected Quarterly Financial Data (Unaudited) The following tables summarize the Company’s unaudited quarterly consolidated statements of operations for each of the eight quarters in the two year period ended December 31, 2016 . The quarterly consolidated statements of operations data were prepared on a basis consistent with the audited consolidated financial statements included in this Annual Report on Form 10-K. Quarterly financial data in thousands, except per share data: Three months ended December 31, September 30, June 30, March 31, 2016 2016 2016 2016 Revenue $ 81,061 $ 91,914 $ 93,438 $ 87,639 Gross profit $ 5,490 $ 16,837 $ 16,401 $ 11,982 Net income (loss) $ 3,445 $ (11,050 ) $ (15,646 ) $ (29,048 ) Net loss attributable to noncontrolling interest $ (10,350 ) $ (7,037 ) $ (12,423 ) $ (5,378 ) Net income (loss) attributable to Pattern Energy $ 13,795 $ (4,013 ) $ (3,223 ) $ (23,670 ) Basic and diluted earnings (loss) per share—Class A common stock $ 0.16 $ (0.05 ) $ (0.04 ) $ (0.32 ) Cash dividends declared per Class A common share $ 0.41 $ 0.40 $ 0.39 $ 0.38 Three months ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Revenue $ 90,597 $ 89,697 $ 84,671 $ 64,866 Gross profit $ 16,674 $ 22,250 $ 22,348 $ 10,564 Net income (loss) $ (3,873 ) $ (35,332 ) $ 5,657 $ (22,059 ) Net loss attributable to noncontrolling interest $ (6,327 ) $ (5,927 ) $ (8,660 ) $ (2,160 ) Net income (loss) attributable to Pattern Energy $ 2,454 $ (29,405 ) $ 14,317 $ (19,899 ) Basic and diluted earnings (loss) per share—Class A common stock $ 0.03 $ (0.40 ) $ 0.21 $ (0.30 ) Cash dividends declared per Class A common share $ 0.37 $ 0.36 $ 0.35 $ 0.34 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 24, 2017 , the Company approved an increased dividend for the first quarter 2017, payable on April 28, 2017 , to holders of record on March 31, 2017 , in the amount of $0.41375 per Class A share, which represents $1.655 on an annualized basis. This represents a 1.4% increase from the fourth quarter of 2016. In January 2017, the Company issued unsecured senior notes with an aggregate principal amount of $350.0 million (the 2024 Unsecured Senior Notes). Net proceeds to the Company were approximately $345.0 million , after deducting the initial purchasers’ discount, commissions and transaction expenses. The 2024 Unsecured Senior Notes bear interest at a rate of 5.875% per year, payable semiannually in arrears on February 1 and August 1, beginning on August 1, 2017 and maturing on February 1, 2024, unless repurchased or redeemed at an earlier date. The 2024 Unsecured Senior Notes are guaranteed on a senior unsecured basis by Pattern US Finance Company, one of the Company's subsidiaries. |
Schedule I-Condensed Parent-Com
Schedule I-Condensed Parent-Company Financial Statements | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I-Condensed Parent-Company Financial Statements | Pattern Energy Group Inc. Condensed Financial Information of Parent Balance Sheets (In thousands of U.S. dollars, except share data) December 31, 2016 December 31, 2015 Assets Current assets: Cash and cash equivalents $ 12,014 $ 26,938 Related party receivable 4,653 3,050 Derivative assets, current 1,369 3,482 Prepaid expenses 583 487 Other current assets 229 381 Deferred financing costs, current, net of accumulated amortization 11 — Total current assets 18,859 34,338 Restricted cash 250 250 Property, plant and equipment, net of accumulated depreciation 4,362 — Investments in subsidiaries 987,300 918,270 Investments in affiliates 233,294 116,473 Derivative assets 177 628 Deferred financing costs, net of accumulated amortization 75 — Intangible assets, net of accumulated amortization 1,052 — Other assets 138 — Total assets $ 1,245,507 $ 1,069,959 Liabilities and equity Current liabilities: Accounts payable and other accrued liabilities $ 9,107 $ 7,590 Related party payable 1,310 1,643 Accrued interest 4,328 3,842 Dividend payable 35,960 28,022 Derivative liabilities, current 391 — Total current liabilities 51,096 41,097 Long-term debt, net of financing costs of $5,468 and $5,014 as of December 31, 2016 and 2015, respectively 202,910 197,362 Other long-term liabilities 4,003 — Total liabilities 258,009 238,459 Equity: Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,410,687 and 74,644,141 shares outstanding as of December 31, 2016 and 2015, respectively 875 747 Additional paid-in capital 1,118,200 955,254 Accumulated loss (66,710 ) (49,599 ) Accumulated other comprehensive loss (62,367 ) (73,325 ) Treasury stock, at cost; 110,964 and 65,301 shares of Class A common stock as of December 31, 2016 and 2015, respectively (2,500 ) (1,577 ) Total equity 987,498 831,500 Total liabilities and equity $ 1,245,507 $ 1,069,959 Statements of Operations and Comprehensive Income (Loss) (In thousands of U.S. dollars) Year ended December 31, 2016 2015 2014 Revenue $ — $ — $ — Expenses 39,206 29,483 23,089 Operating loss (39,206 ) (29,483 ) (23,089 ) Other income (expense): Interest expense (14,692 ) (6,107 ) — Earnings (loss) from subsidiaries 3,054 (19,058 ) 18,064 Earnings (loss) from affiliates 30,192 16,119 (25,295 ) Gain (loss) on undesignated derivatives, net (1,496 ) 5,107 — Related party income 5,074 2,665 2,612 Other expenses, net 130 (1,558 ) (3,566 ) Other income (expense), net 22,262 (2,832 ) (8,185 ) Net income (loss) before income tax (16,944 ) (32,315 ) (31,274 ) Tax provision 167 218 16 Net loss (17,111 ) (32,533 ) (31,290 ) Other comprehensive income (loss): Proportionate share of subsidiaries' other comprehensive income (loss), net of tax benefit of ($53), $1,206 and $514, respectively 5,325 (16,085 ) (30,724 ) Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax benefit (provision) of ($2,031), $1,524 and $1,855, respectively 5,633 (4,228 ) (5,991 ) Total other comprehensive income (loss), net of tax 10,958 (20,313 ) (36,715 ) Comprehensive income (loss) $ (6,153 ) $ (52,846 ) $ (68,005 ) Condensed Financial Information of Parent Condensed Statements of Cash Flows (In thousands of U.S. dollars) Year ended December 31, 2016 2015 2014 Operating activities Net loss $ (17,111 ) $ (32,533 ) $ (31,290 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and accretion 198 — — Amortization of financing costs 1,102 472 — Amortization of debt discount 4,428 1,794 — Gain on derivatives 2,955 (4,110 ) — Stock-based compensation 5,391 4,462 4,105 Net loss on transactions — — 1,473 (Earnings) loss from subsidiaries (3,054 ) 19,058 (18,064 ) (Earnings) loss from affiliates (30,192 ) (16,119 ) 25,295 Other reconciling items (493 ) — — Changes in operating assets and liabilities: Prepaid expenses (97 ) 35 (93 ) Other current assets (14 ) 43 (3,452 ) Other assets (non-current) (138 ) — — Accounts payable and other accrued liabilities 1,691 473 1,999 Long-term liabilities 3,713 — — Related party receivable/payable (1,935 ) (183 ) (639 ) Accrued interest payable 486 3,842 — Net cash used in operating activities (33,070 ) (22,766 ) (20,666 ) Investing activities Cash paid for acquisitions, net of cash acquired (65,042 ) — Capital expenditures (3,889 ) — — Distributions received from subsidiaries 307,978 244,969 108,581 Contribution to subsidiaries (449,710 ) (613,089 ) (362,533 ) Other assets (1,236 ) — — Other investing activities (172 ) — — Net cash used in investing activities (147,029 ) (433,162 ) (253,952 ) Year ended December 31, 2016 2015 2014 Financing activities Proceeds from public offering, net of expenses 286,298 317,432 286,757 Proceeds from issuance of convertible senior notes, net of issuance costs — 218,929 — Proceeds from exercise of stock options — — 327 Refund for deposit for letters of credit — 3,425 — Repurchase of shares for employee tax withholding (923 ) (860 ) (693 ) Dividends paid (120,207 ) (90,582 ) (52,344 ) Payment for deferred equity issuance costs — — (433 ) Other financing activities 7 — — Net cash provided by financing activities 165,175 448,344 233,614 Net change in cash, cash equivalents and restricted cash (14,924 ) (7,584 ) (41,004 ) Cash, cash equivalents and restricted cash at beginning of period 27,188 34,772 75,776 Cash, cash equivalents and restricted cash at end of period $ 12,264 $ 27,188 $ 34,772 Supplemental disclosures Cash payments for income taxes $ 167 $ 218 $ 16 Equity issuance costs paid in prior period related to current period offerings $ — $ 433 $ — Cash payments for interest expense, net of capitalized interest $ 8,675 $ — $ — Schedule of non-cash activities Non-cash increase in additional paid-in capital from buyout of noncontrolling interests $ — $ 16,715 $ — Summary of Significant Accounting Policies Basis of Presentation The condensed, standalone financial statements of Pattern Energy Group Inc. (parent company) have been presented in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the parent company exceed 25% of the consolidated net assets of the parent company and its subsidiaries. The condensed parent company financial statements have been prepared in accordance with United States generally accepted accounting principles and should be read in conjunction with the parent company’s consolidated financial statements and the accompanying notes thereto. Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows Year ended December 31, 2016 2015 2014 Beginning Cash and cash equivalents at beginning of period $ 26,938 $ 34,772 $ 75,776 Restricted cash 250 — — Cash, cash equivalents and restricted cash 27,188 34,772 75,776 Ending Cash and cash equivalents at end of period 12,014 26,938 34,772 Restricted cash 250 250 — Cash, cash equivalents and restricted cash 12,264 27,188 34,772 Net change in cash, cash equivalents and restricted cash $ (14,924 ) $ (7,584 ) $ (41,004 ) Investments For purposes of these financial statements, the parent company’s wholly owned and majority owned subsidiaries are recorded based on its proportionate share of the subsidiaries’ assets. The parent company’s share of net income of its unconsolidated subsidiaries is included in income using the equity method. Debt 2024 Unsecured Senior Notes In January 2017, the Company issued unsecured senior notes with an aggregate principal amount of $350.0 million (the 2024 Unsecured Senior Notes). Net proceeds to the Company were approximately $345.0 million , after deducting the initial purchasers’ discount, commissions and transaction expenses. The 2024 Unsecured Senior Notes bear interest at a rate of 5.875% per year, payable semiannually in arrears on February 1 and August 1, beginning on August 1, 2017 and maturing on February 1, 2024, unless repurchased or redeemed at an earlier date. The 2024 Unsecured Senior Notes are guaranteed on a senior unsecured basis by Pattern US Finance Company, one of the Company's subsidiaries. Convertible Senior Notes due 2020 In July 2015, the Company issued $225 million aggregate principal amount of 4.00% convertible senior notes due 2020 (2020 Notes). The 2020 Notes bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2020 Notes will mature on July 15, 2020. The 2020 Notes were sold in a private placement. Upon conversion, the Company may, at its discretion, pay cash, shares of the Company’s Class A common stock, or a combination of cash and stock. The 2020 Notes are set at an initial conversation rate of 35.4925 shares of Class A common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $28.175 per share of Class A common stock. The conversion rate is subject to adjustment in some events (including, but not limited to, certain cash dividends made to holders of the Company's Class A common stock which exceed the initial dividend threshold of $0.363 per quarter per share). The conversion rate would be adjusted to offset the effect of the portion of the dividend in excess of $0.363 , provided that the adjustment would result a change of at least 1% in the then effective conversion rate. As of December 31, 2016, no adjustment was required. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2020 Notes are not redeemable prior to maturity. The 2020 Notes are guaranteed on a senior unsecured basis by a subsidiary of the Company and are general unsecured obligations of the Company. The obligations rank senior in rights of payment to the Company’s subordinated debt, equal in right of payment to the Company’s unsubordinated debt and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The following table presents a summary of the equity and liability components of the 2020 Notes (in thousands): December 31, 2016 2015 Principal $ 225,000 $ 225,000 Less: Unamortized debt discount (18,196 ) (22,624 ) Unamortized financing costs (3,894 ) (5,014 ) Carrying value of convertible senior notes $ 202,910 $ 197,362 Carrying value of the equity component (1) $ 23,743 $ 23,743 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $0.7 million in equity issuance costs. During the year ended December 31, 2016 , in relation to the 2020 Notes, the Company recorded $9.2 million , $1.1 million and $4.4 million related to the contractual coupon interest, amortization of financing costs and amortization of debt discount, respectively, in interest expense in its consolidated statements of operations. Commitments Operating Leases 2017 2018 2019 2020 2021 Thereafter Total Operating leases 2,840,928 4,875,989 5,402,911 5,541,779 5,684,289 27,350,251 51,696,147 On February 3, 2016, the Company entered into a lease agreement for office facilities in Houston, Texas, effective August 2016, to replace the Pattern Development 1.0-leased office facilities which expired in June 2016. In addition, effective January 1, 2016, Pattern Development 1.0 assigned to the Company, all of Pattern Development 1.0’s rights, title, commitments and interest under an office lease, dated as of September 9, 2009, with respect office space in San Francisco. As a result of this lease assignment, the Company assumed remaining rental commitments under the lease plus certain annual operating expense reimbursements and customary security deposits. Concurrently with the lease assignment, the Company entered into an extension through 2026 of the office lease, which previously terminated at the end of February 2017. Total future commitments are included in operating leases in the table above. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). They include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. |
Change in Depreciable Lives of Property, Plant and Equipment | Change in Depreciable Lives of Property, Plant and Equipment The Company periodically reviews the estimated economic useful lives of its fixed assets. In 2015, based on technical review of various wind farm characteristics, the expected economic useful lives of certain wind farms were longer than the estimated economic useful lives used for depreciation purposes in the Company’s financial statements. As a result, effective January 1, 2015, the Company changed its estimate of the economic useful lives of wind farms for which construction began after 2011, from 20 to 25 years. All other wind farms continue to depreciate over an estimated economic useful life of 20 years. |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to the current period presentation in the Company’s consolidated financial statements and the accompanying notes. The Company has revised its disclosure presentation of the components of deferred tax assets and deferred tax liabilities in Note 13, Income Taxes as of December 31, 2015 to correct immaterial classification errors in its disclosures. These disclosure reclassifications had no impact on the Company's consolidated balance sheets or consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash balances and highly-liquid investments with original maturities of three months or less. |
Restricted Cash | Restricted Cash Restricted cash consists of cash balances which are restricted as to withdrawal or usage and includes cash to collateralize bank letters of credit related primarily to interconnection rights, power sale agreements (PSA) and for certain reserves required under the Company’s loan agreements. |
Funds deposited by counterparty [Policy Text Block] | Funds Deposited by Counterparty As a result of a counterparty's credit rating downgrade, the Company received cash collateral related to an energy derivative agreement, as discussed in Note 12, Derivative Instruments . The Company does not have the right to pledge, invest, or use the cash collateral for general corporate purposes. As of December 31, 2016 , the Company has recorded a current asset of $43.6 million to funds deposited by counterparty and a current liability of $43.6 million to counterparty deposit liability representing the cash collateral received and corresponding obligation to return the cash collateral, respectively. The cash was deposited into a separate custodial account for which the Company is not entitled to the interest earned on the cash collateral. |
Trade Receivables | Trade Receivables The Company’s trade receivables are generated by selling energy and renewable energy credits in the California, Texas, Nevada, Manitoba (Canada), Puerto Rico and Chilean energy markets, primarily to creditworthy utilities. The Company believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2016 and 2015 . |
Derivatives | Derivatives The Company may enter into interest rate swaps, interest rate caps, forwards and other agreements to manage its interest rate, electricity price and foreign exchange rate risk. The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets, unless the derivative instruments qualify for the "normal purchase normal sale" (NPNS) scope exception to derivative accounting. Contracts used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as NPNS. NPNS contracts do not meet the definition of derivatives, and therefore, contracts associated with the sale of energy are recognized as electricity sales and contracts associated with the production of electricity are recognized as project expense on the consolidated statements of operations. The Company does not have contracts subject to master netting agreements with counterparties, as such assets and liabilities are presented gross on the consolidated balance sheets. Accounting for changes in the fair value of a derivative instrument depends on whether it has been designated as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that qualify and are designated as cash flow hedges, the effective portion of change in fair value of the derivative is reported as a component of other comprehensive income (loss) (OCI), and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of change in fair value is recorded as a component of net income (loss) on the consolidated statements of operations. The Company discontinues hedge accounting when it has determined that a derivative contract no longer qualifies as an effective hedge or when it is no longer probable that the hedged forecasted transaction will occur. When the Company discontinues hedge accounting, associated deferred amounts in other comprehensive income are immediately recognized into earnings and future changes in fair value, if any, are recognized in earnings. For undesignated derivative instruments, the change in fair value is reported as a component of net income (loss) on the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, Fair Value Measurement , defines fair value as the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied which may involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. See Note 12 , Fair Value Measurement . |
Deferred Financing Costs | Deferred Financing Costs Financing costs incurred with securing a construction loan are recorded in the Company’s consolidated balance sheets as an offset to the construction loan and amortized over the contractual life of the loan to construction in progress using the effective interest method. Financing costs incurred with securing a term loan are recorded in the Company’s consolidated balance sheets as an offset to the term loan and amortized to interest expense in the Company’s consolidated statements of operations over the contractual life of the loan using the effective interest method. If the term loan has not been drawn on, financing costs incurred with securing the term loan are recorded in the Company’s consolidated balance sheets as an asset. Financing costs related to a revolving credit facility or a letter of credit facility are recorded in the Company’s consolidated balance sheets as an asset and amortized to interest expense in the Company’s consolidated statements of operations on a straight-line basis over the contractual term of the arrangement. |
Reimbursable Interconnection Costs | Reimbursable Interconnection Costs The Company may, from time to time, pay to construct interconnection network upgrades on behalf of the Company’s utility customers. The interconnection upgrades are owned by each utility customer who will reimburse the Company with interest either when the project reaches commercial operation or as energy is delivered over the life of the Power Purchase Agreement (PPA). |
Construction in Progress | Construction in Progress Construction in-progress represents the accumulation of project development costs and construction costs, including the costs incurred for the purchase of major equipment such as turbines for which the Company has taken legal title, civil engineering, electrical and other related costs. Other capitalized costs include reclassified deferred development costs, amortization of intangible assets, amortization of deferred financing costs, capitalized interest and other costs required to place a project into commercial operation. Deferred development costs represent the accumulated costs of initial permitting, environmental reviews, land rights and obligations and preliminary design and engineering work. The Company expenses all project development costs until a project is determined to be technically feasible and likely to achieve commercial success. The Company begins capitalizing deferred development costs as a component of construction in progress on the date the project commences construction. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to property, plant and equipment. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment represents the costs of completed and operational projects transferred from construction in progress, as well as other costs incurred for purchasing assets such as land, computer equipment and software, furniture and fixtures, leasehold improvements and other equipment. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective assets’ useful lives. Wind farms for which construction began before 2011 are depreciated over 20 years and wind farms for which construction began after 2011 are depreciated over 25 years . The remaining assets are depreciated over two to five years. Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred. |
U.S. Treasury Grants | U.S. Treasury Grants The Company received United States Department of the Treasury (U.S. Treasury) grants on certain wind power projects as defined under Section 1603 of the American Recovery and Reinvestment Act of 2009, as amended by the Tax Relief Unemployment Insurance Reauthorization and Job Creation Act of December 2010, upon approval by the U.S. Treasury Department. The Company records the U.S. Treasury grant proceeds as a deduction from the carrying amount of the related asset which results in a reduction of depreciation expense over the life of the asset. The Company records a catch-up adjustment in the period in which the grant is approved to recognize the portion of the grant that proportionally matches the depreciation for the period between the date of placement in service of the wind power project and approval by the U.S. Treasury Department. See Note 4 , Property, Plant and Equipment . |
Finite-Lived Intangible Assets and Liability | Finite-Lived Intangible Assets and Intangible Liability Finite-lived intangible assets and intangible liability primarily include PPAs, land easements, land options and mining rights. PPAs obtained through acquisitions are valued at the time of acquisition and the difference between the contract price and the estimated fair value results in an intangible asset or an intangible liability. If the contract price is higher than the estimated fair value, the Company will recognize an intangible asset. If the contract price is lower than the estimated fair value, the Company will recognize an intangible liability. Land easements, land options and mining rights are recognized at the carryover basis from the seller as these amounts approximate fair value. The Company generally amortizes its finite-lived intangible assets and intangible liability using the straight-line method over the remaining term of the related PPA. The Company amortizes land easements, land options and mining rights using the straight-line method over the term of their estimated useful lives, which represents the term of the land easements and land option and mining rights agreements, ranging from approximately 5 - 25 years. The Company periodically evaluates whether events or changes in circumstances have occurred that indicate the carrying amount of finite-lived intangible assets may not be recoverable, or information indicates that impairment may exist. |
Accounting for Impairment of Long-Lived Assets | Accounting for Impairment of Long-Lived Assets The Company periodically evaluates long-lived assets for potential impairment whenever events or changes in circumstances have occurred that indicate that impairment may exist, or the carrying amount of the long-lived asset may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable based on its estimated future undiscounted cash flows. An impairment loss is calculated based on the excess of the carrying value of the long-lived asset over the fair value of such long-lived asset, with the fair value determined based on an estimate of discounted future cash flows. During the years ended December 31, 2016 and 2015 the Company recorded impairment charges of $0.4 million and $0.4 million , respectively related to the write-off of certain furniture, fixtures and equipment in project expenses in the consolidated statements of operations. |
Variable Interest Entities | Variable Interest Entities In February 2015, the Financial Accounting Standards Board (FASB) issued an accounting standards update that modified consolidation guidance. The standard makes changes to both the variable interest entity model and the voting interest entity model, including modifying the evaluation of whether limited partnerships or similar legal entities are variable interest entities (VIEs) or voting interest entities (VOEs) and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. The standard was effective for the Company beginning January 1, 2016. The adoption of the standard did not result in any changes to the previous consolidation conclusions; however, it did result in a limited number of entities being considered VIEs and the related disclosure requirements are included in these consolidated financial statements. VIEs are entities that lack one or more of the characteristics of a voting interest entity. The Company has a controlling financial interest in a VIE when its variable interest or interests provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity is consolidated. ASC 810, Consolidation (ASC 810) , defines the criteria for determining the existence of VIEs and provides guidance for consolidation. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. Investments or joint ventures in which the Company does not have a majority ownership interest, does not give the Company the ability to exercise significant influence and are not VIEs for which the Company is considered the primary beneficiary are accounted for using the equity method. These amounts are included in unconsolidated investments in the consolidated balance sheets. |
Business Combinations | Business Combinations The Company accounts for its business combinations by recognizing the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed, based on their estimated fair values. Contingent consideration is also recognized and measured at fair value as of the acquisition date. The excess, if any, of the fair value of the purchase consideration over the fair values of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates and assumptions are inherently uncertain, and as a result, actual results may differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Transaction costs associated with business combinations are expensed as incurred. |
Asset Acquisitions | Asset Acquisitions When the Company acquires assets and liabilities that do not constitute a business, the fair value of the purchase consideration, including the transaction costs of the asset acquisition, is assumed to be equal to the fair value of the net assets acquired. The purchase consideration, including the transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. Contingent consideration associated with the acquisition is generally recognized only when the contingency is resolved. No goodwill is recognized in an asset acquisition. Transaction costs associated with asset acquisitions are capitalized as part of the costs of the group of assets acquired. |
Equity Method Investments | Equity Method Investments When the Company acquires a noncontrolling interest in an entity where it is not the primary beneficiary, does not control any of the ongoing activities of the entity, and does not meet consolidation requirements of Accounting Standards Codification (ASC) 810 and Accounting Standards Update (ASU) 2015-02 , the investment is initially recognized as an equity method investment at cost. Any difference between the cost of an investment and the amount of underlying equity in net assets of an investee are considered basis differences. Basis differences related to the property, plant and equipment will be amortized over the estimated economic useful life of the underlying long-lived assets while basis differences related to the PPA will be amortized over the remaining term of the PPA. Transactions costs associated with equity method investments are included in the investment. When the Company receives distributions in excess of the carrying value of its investment, and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company recognizes such excess distributions as equity method earnings in the period the distributions occur. Additionally, when the Company's carrying value in an unconsolidated investment is zero and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company will not recognize equity in earnings (losses) or equity in other comprehensive income of unconsolidated investments. When the investee subsequently reports income, the Company does not record its share of such income until it equals the amount of distributions in excess of the carrying value that were previously recognized in income and previously unrecognized losses. During the years ended December 31, 2016, 2015 and 2014, the Company had no such obligations, commitments or requirements to provide additional funding to its unconsolidated investments. As a result, equity income or loss reported on the Company's income statement for certain unconsolidated investments may differ from a mathematical calculation of net income or loss attributable to the Company's equity interest based upon the factor of its equity interest and the net income or loss attributable to equity owners as shown on investee companies' income statements. To the extent that cumulative comprehensive income exceeds cumulative distributions received, the Company records the distribution as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within operating cash flows. All other distributions are recorded as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within investing activities. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company and is calculated based on ownership percentage, for applicable projects. For the noncontrolling interests in the Company’s Panhandle 1, Panhandle 2, Post Rock, Logan's Gap and Amazon Wind Farm Fowler Ridge projects, and the Company's Gulf Wind project prior to the acquisition of the noncontrolling interests in July 2015, the Company has determined that the operating partnership agreements do not allocate economic benefits pro rata to its two classes of investors and the appropriate methodology for calculating the noncontrolling interest balance that reflects the substantive profit sharing arrangement is a balance sheet approach using the hypothetical liquidation at book value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interest in the consolidated balance sheets and consolidated statements of operations represent the amounts the third party would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the operating partnership agreement assuming the net assets of the projects were liquidated at recorded amounts determined in accordance with U.S. GAAP and distributed to the investors. The noncontrolling interest in the results of operations and comprehensive income (loss) is determined as the difference in noncontrolling interests in the consolidated balance sheets at the start and end of each reporting period, after taking into account any capital transactions between the projects and the third party. The noncontrolling interest balances in the projects are reported as a component of equity in the consolidated balance sheets. |
Asset Retirement Obligation | Asset Retirement Obligation The Company records asset retirement obligations (AROs) for the estimated costs of decommissioning turbines, removing above-ground installations and restoring sites, at the time when a contractual decommissioning obligation is incurred. AROs represent the present value of the expected costs and timing of the related decommissioning activities. The ARO assets and liabilities are recorded in property, plant and equipment and other long-term liabilities, respectively, in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the asset retirement obligations, over the remaining or operational life of the associated wind project. Accretion expense is recorded as cost of revenue in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. |
Contingent Liabilities | Contingent Liabilities The Company’s contingent liabilities represent deferred and contingent obligations recognized in accordance with ASC 450, Contingencies (ASC 450) related to projects either acquired through business combinations or asset acquisitions. Contingent obligations that are acquired through business combinations are recorded at fair value on the date of acquisition while contingent obligations that are acquired through asset acquisitions are recorded when the contingency is resolved. The Company’s contingent liabilities related to turbine availability warranties with turbine manufacturers and turbine availability guarantees associated with long-term turbine service arrangements are reported at net realizable value. Pursuant to these warranties and guarantees, if a turbine operates at less than minimum availability during the warranty or guarantee period, the manufacturer or service provider is obligated to pay, as liquidated damages, an amount for each percent that the turbine operates below the minimum availability threshold at the end of the warranty period. However, the Company does not recognize liquidated damages that remain contingent until the end of the warranty period. In addition, pursuant to certain of these warranties and guarantees, if a turbine operates at more than a specified availability during the warranty or guarantee period, the Company has an obligation to pay a bonus to the turbine manufacturer or service provider at the end of the warranty period. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables, reimbursable interconnection costs and derivative instruments. The Company’s cash and cash equivalents are with high quality institutions. The Company has exposure to credit risk to the extent cash and cash equivalent balances, including restricted cash, exceed amounts covered by federal deposit insurance; however, the Company believes that its credit risk is immaterial. In addition, reimbursable interconnection costs are with large creditworthy utility companies and the Company’s derivative instruments are placed with counterparties that are creditworthy institutions. The Company sells electricity and renewable energy credits (RECs) primarily to creditworthy utilities under long-term, fixed-priced PSAs. During the year ended December 31, 2016 , Standard & Poor’s Rating Services further downgraded the credit rating of the Puerto Rico Electric Power Authority (PREPA) from CC to D. Through December 31, 2016 , Moody’s Investor Service’s credit rating of PREPA remains unchanged at Caa3. As of February 24, 2017 , PREPA was current with respect to payments due under the PPA and the next payment will be due from PREPA under the PPA on approximately March 22, 2017 . The table below presents significant customers who accounted for greater than 10% of total revenue and PREPA, and the related maximum amount of credit loss based on their percentages of total trade receivables as of December 31, 2016 , 2015 and 2014 : Year ended December 31, 2016 2015 2014 Revenue Trade Receivables Revenue Trade Receivables Revenue Trade Receivables San Diego Gas & Electric 14.6 % 5.1 % 17.1 % 16.6 % 22.1 % 14.1 % Morgan Stanley Capital Group Inc. 10.9 % 4.4 % 5.9 % 7.8 % — % — % PREPA 6.0 % 6.1 % 8.4 % 8.6 % 9.3 % 6.9 % |
Revenue Recognition | Revenue Recognition The Company sells electricity and related RECs under the terms of PSAs, PPAs or at market prices. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts, or at market prices for spot market transactions, assuming all other revenue recognition criteria are met. When renewable energy credits are sold as a separate component, revenue is recognized at the time title to the energy credits is transferred to the buyer. Depending on the terms of the PSA, the Company may account for the contracts as operating leases pursuant to ASC 840, Leases (ASC 840), or derivative instruments pursuant to ASC 815, Derivatives and Hedging (ASC 815). In considering ASC 840, it was determined that certain of the Company's PPAs are operating leases. ASC 840, requires minimum lease payments to be recognized over the term of the lease and contingent rents to be recorded when the achievement of the contingency becomes probable. All energy sales under the PPAs, which are considered leases, are contingent rent due to the inherent uncertainty and variability associated with a fuel source (i.e., wind) that is outside the control of the parties to the PPA . None of the operating leases have minimum lease payments; therefore, revenue from these contracts and any related renewable energy attributes are recognized as electricity sales when delivered. Contingent rents for the years ending December 31, 2016, 2015 and 2014 were $259.4 million , $242.2 million and $205.2 million , respectively. Contracts that meet the NPNS scope exception to derivative accounting are accounted for under the accrual method, where revenues are recorded in the period they are earned. Energy derivative instruments that reduce exposure to changes in commodity prices may allow the Company to lock in a fixed price per megawatt hour (MWh) for a specified amount of annual electricity generation over the life of the swap contract. Monthly settlement amounts under energy hedges are accounted for as energy derivative settlements in the consolidated statements of operations. Changes in the fair value of energy hedges are recorded in electricity sales in the consolidated statements of operations. The Company recognizes revenue for warranty settlements in other revenue upon resolution of outstanding contingencies. Any cash receipts for amounts subject to future adjustment or repayment are deferred in other liabilities until the final settlement amount is considered fixed and determinable. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue is comprised of direct costs of operating and maintaining its wind project facilities, including labor, turbine service arrangements, land lease royalties, depreciation, accretion, property taxes and insurance. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation related to stock options granted to employees by estimating the fair value of the stock-based awards using the Black-Scholes option-pricing model. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. Expense is recognized by amortizing the fair value of the stock options granted using a straight-line method over the applicable vesting period; accordingly, stock-based compensation is netted for estimated forfeitures. The Company estimates expected volatility based on the historical volatility of comparable publicly traded companies for a period that is equal to the expected term of the options. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected term of the stock option. The expected term of options granted is derived using the "simplified" method as allowed under the provisions of the ASC 718, Compensation—Stock Compensation, and represents the period of time that options granted are expected to be outstanding. The Company accounts for stock-based compensation related to restricted stock award grants and restricted stock unit grants by amortizing the fair value of the restricted stock award grants, which is the grant date market price, over the applicable vesting period. For certain restricted stock award grants, the Company measures the fair value at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Monte Carlo simulation model includes assumptions regarding dividend yields, expected volatility, risk-free interest rates and initial total shareholder return (TSR) performance. Stock-based compensation expense is recorded as a component of general and administrative expenses in the Company’s consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company has a policy to classify interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals, if any, are included in the provision for income taxes. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), net of tax. Other comprehensive income (loss), net of tax included in accumulated other comprehensive income (loss) in the consolidated statements of stockholders’ equity, is comprised primarily of changes in foreign currency translation adjustments and the effective portion of changes in the fair value of derivatives designated as cash flow hedges. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date and revenue and expense amounts are translated at average rates during the period, with resulting foreign currency translation adjustments recorded in other comprehensive income (loss), net of tax, in the consolidated statements of stockholders’ equity and comprehensive income (loss). Where the U.S. dollar is the functional currency, re-measurement adjustments are recorded in other (expense) income, net in the accompanying consolidated statements of operations. |
Segment Data | Segment data Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the Company’s performance, the Company has determined its wind projects represent individual operating segments with similar economic characteristics that meet the criteria for aggregation into a single reporting segment for financial statement purposes. |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The Company elected to early adopt the provisions of ASU 2016-18 as of December 31, 2016 and has revised its consolidated statements of cash flows for the years ended December 31, 2015 and 2014 to reflect amounts described as restricted cash and restricted cash equivalents included with cash and cash equivalents in the reconciliation of beginning of period and end of period total amounts shown on the consolidated statements of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. A reconciliation of cash and cash equivalents and restricted cash as presented on the consolidated balance sheets to the consolidated statements of cash flows is included in the significant accounting policies above. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which provides guidance on specific cash flow issues. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2016-15 during the third quarter of fiscal 2016 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (ASU 2016-05), which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria remain intact. ASU 2016-05 is effective for annual periods beginning after December 15, 2017, including interim reporting periods therein, with early adoption permitted. The Company early adopted ASU 2016-05. The adoption of ASU 2016-05 on January 1, 2016 had no impact on the Company's consolidated financial statements and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments under ASU 2015-16 require that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods, if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 was effective for annual reporting periods beginning after December 15, 2015 and interim periods within those fiscal years. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 on January 1, 2016 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15) which requires an entity’s management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for interim and annual periods ending after December 15, 2016, with early adoption permitted for interim and annual reporting periods for which the financial statements have not been previously issued. The adoption of ASU 2014-15 on December 31, 2016 had no impact on the Company’s consolidated financial statements and related disclosures. In June 2014, the FASB issued ASU 2014-12, Compensation – Stock Compensation (ASU 2014-12) which requires an entity to treat a performance target that affects vesting that could be achieved after an employee completes the requisite service period as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted either prospectively or retrospectively to all prior periods presented. The adoption of ASU 2014-12 on January 1, 2016 did not have a material impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU 2017-05). This ASU is meant to clarify the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets. ASU 2017-05 is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as ASU 2014-09. Further, the Company is required to adopt ASU 2017-05 at the same time that it adopts the guidance in ASU 2014-09. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements (ASU 2017-03). The amendment provides guidance to the Company in relation to the disclosure of the impact that ASU 2014-09, ASU 2016-02 and ASU 2016-13 will have on the Company’s financial statements when adopted. Specifically, registrants should consider additional qualitative disclosures if the impact of an issued but not yet adopted ASU is unknown or cannot be reasonably estimated and to include a description of the effect of the accounting policies that the registrant expects. The Company has implemented this guidance within its current disclosures. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (ASU 2017-01), which provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application of this ASU is allowed for transactions for which the acquisition date occurs before the issuance date or effective date of this amendment, only if the transaction has not been reported in previously issued financial statements. Early application of this ASU is also permitted for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only if the transaction has not been reported in previously issued financial statements. The amendments should be applied prospectively on or after the effective date and no disclosures are required at transition. The Company is currently assessing the future impact of this update on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU 2016-09, effective January 1, 2017. The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, (ASU 2016-02) which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has assigned internal resources in addition to the engagement of a third party service provider to assist in evaluation. The Company is also assessing the accounting impact of the ASU 2016-02 as it applies to its PPAs, land leases, office leases and equipment leases. As the Company progresses further in its analysis, the scope of this assessment could be expanded to review other types of contracts. In May 2014, the FASB issued a new standard, ASU 2014-09, which creates ASC Topic 606 , Revenue from Contracts with Customers and supersedes ASC Topic 605, Revenue Recognition (ASU 2014-09). The new standard replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the new standard is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the new standard requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net ), which clarifies how to apply the implementation guidance on principal versus agent considerations related to the sale of goods or services to a customer as updated by ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers ( Topic 606 ) Identifying Performance Obligations and Licensing, which clarifies two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas, as updated by ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (ASU 2016-12), which makes narrow scope amendments to Topic 606 including implementation issues on collectability, non-cash consideration and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, "Revenue from Contracts with Customers" (ASU 2016-20), which make additional narrow scope amendments to Topic 606 including loan guarantee fees, impairment testing of contract costs, provisions for losses on construction-type and production-type contracts. The new standard permits adoption by either using (i) the full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company does not plan to early adopt, and accordingly, will adopt the new standard effective January 1, 2018. The Company currently plans to adopt using the modified retrospective approach. However, a final decision regarding the adoption method had not been finalized at this time. The Company's final determination will depend on a number of factors, such as the significance of the impact of the new standard on its financial results and its ability to analyze the information necessary to assess the impact on its prior period consolidated financial statements, as necessary. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has assigned internal resources in addition to the engagement of a third party service provider to assist in evaluation. The Company is also assessing the accounting impact of the new standard as it applies certain elements of its revenue arrangements such as contracts that contain the sale of electricity and related renewable energy credits, contracts that contain volume variability, and contracts that contain modification clauses. As the Company progresses further in its analysis, the scope of this assessment could be expanded to include other contract elements that could have an accounting impact under the new standard. The Company continues to assess the potential impacts of the new standard and cannot reasonably estimate quantitative information related to the impact of the new standard on its consolidated financial statements at this time. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Reconciliation Between BS and SCF for Cash Cash Equivalent and Restricted Cash [Table Text Block] | Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows Year ended December 31, 2016 2015 2014 Beginning Cash and cash equivalents at beginning of period $ 94,808 $ 101,656 $ 103,569 Restricted cash - current 14,609 7,945 — Restricted cash 36,875 39,745 32,636 Cash, cash equivalents and restricted cash 146,292 149,346 136,205 Ending Cash and cash equivalents at end of period 83,932 94,808 101,656 Restricted cash - current 11,793 14,609 7,945 Restricted cash 13,646 36,875 39,745 Cash, cash equivalents and restricted cash 109,371 146,292 149,346 Net change in cash, cash equivalents and restricted cash $ (36,921 ) $ (3,054 ) $ 13,141 |
Schedule of Percentages of Total Revenues and Related Maximum Amount of Credit Loss of Total Trade Receivables from Significant Customers | The table below presents significant customers who accounted for greater than 10% of total revenue and PREPA, and the related maximum amount of credit loss based on their percentages of total trade receivables as of December 31, 2016 , 2015 and 2014 : Year ended December 31, 2016 2015 2014 Revenue Trade Receivables Revenue Trade Receivables Revenue Trade Receivables San Diego Gas & Electric 14.6 % 5.1 % 17.1 % 16.6 % 22.1 % 14.1 % Morgan Stanley Capital Group Inc. 10.9 % 4.4 % 5.9 % 7.8 % — % — % PREPA 6.0 % 6.1 % 8.4 % 8.6 % 9.3 % 6.9 % |
Summary of Geographical Revenues and Assets | The table below provides information, by country, about the Company’s consolidated operations. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located (in thousands): Revenue Property, Plant and Equipment, net Year ended December 31, December 31, 2016 2015 2014 2016 2015 United States $ 285,187 $ 258,542 $ 201,408 $ 2,652,122 $ 2,791,259 Canada 39,207 39,178 46,593 177,093 184,115 Chile 29,658 32,111 17,492 305,947 319,246 Total $ 354,052 $ 329,831 $ 265,493 $ 3,135,162 $ 3,294,620 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Supplemental Pro Forma Data | he unaudited pro forma data should not be considered representative of the Company’s future financial condition or results of operations. Year ended December 31, Unaudited pro forma data (in thousands) 2015 2014 Pro forma total revenue $ 351,094 $ 326,094 Pro forma total expenses 411,746 389,180 Pro forma net loss (60,652 ) (63,086 ) Less: pro forma net loss attributable to noncontrolling interest (29,091 ) (21,591 ) Pro forma net loss attributable to Pattern Energy $ (31,561 ) $ (41,495 ) |
Schedule of Amounts Included in Consolidated Statements of Operations | The following table presents the amounts included in the consolidated statements of operations for Lost Creek and Post Rock from their respective dates of acquisition through December 31, 2015: Year ended December 31, Unaudited data (in thousands) 2015 Total revenue $ 31,093 Total expenses 34,574 Net loss (3,481 ) Less: net loss attributable to noncontrolling interest (5,114 ) Net loss attributable to Pattern Energy $ 1,633 |
Lost Creek And Post Rock [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): May 15, 2015 Cash and cash equivalents $ 3,501 Restricted cash, current 11,787 Trade receivables 7,910 Prepaid expenses 1,232 Other current assets 444 Restricted cash 4,592 Property, plant and equipment 543,347 Finite-lived intangible assets 97,400 Other assets 17,632 Accounts payable and other accrued liabilities (2,611 ) Accrued interest (951 ) Derivative liabilities, current (3,759 ) Current portion of long-term debt, net of financing costs (7,463 ) Finite-lived intangible liabilities (60,300 ) Asset retirement obligations (7,192 ) Long-term debt, net of financing costs (108,838 ) Derivative liabilities (14,631 ) Total consideration before temporary equity and noncontrolling interests 482,100 Less: temporary equity (35,000 ) Less: noncontrolling interests (205,100 ) Total consideration after temporary equity and noncontrolling interests $ 242,000 |
Logan's Gap | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The consolidated fair value of the assets acquired and liabilities assumed in connection with the Logan’s Gap acquisition are as follows (in thousands): December 19, 2014 Cash and cash equivalents $ 2 Restricted cash, current 5,003 Prepaid expenses and other current assets 1,790 Deferred financing costs, current 2,882 Construction in progress 23,821 Property, plant and equipment 116 Other assets 80 Accrued construction costs (5,617 ) Current portion of contingent liabilities (7,975 ) Related party payable (5,003 ) Total consideration $ 15,099 |
Panhandle 2 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The consolidated fair value of the assets acquired and liabilities assumed in connection with the Panhandle 2 acquisition are as follows (in thousands): November 10, 2014 Cash and cash equivalents $ 240 Trade receivables 1,156 Prepaid expenses and other current assets 28,997 Property, plant and equipment 315,109 Accrued construction costs (24,197 ) Related party payable (121 ) Short-term debt (195,351 ) Asset retirement obligation (2,003 ) Total consideration $ 123,830 |
Panhandle 1 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The consolidated fair value of the assets acquired and liabilities assumed in connection with the Panhandle 1 acquisition are as follows (in thousands): June 30, 2014 Cash and cash equivalents $ 1,038 Trade receivables 1,850 Prepaid expenses and other current assets 71 Restricted cash, non-current 14,293 Property, plant and equipment 332,953 Accounts payable and other accrued liabilities (148 ) Accrued construction costs (12,806 ) Related party payable (44 ) Asset retirement obligation (2,557 ) Total consideration before non-controlling interest 334,650 Less: tax equity noncontrolling interest contributions (210,250 ) Total consideration after non-controlling interest $ 124,400 |
El Arrayán | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The consolidated fair value of the assets acquired and liabilities assumed in connection with the AEI El Arrayán acquisition are as follows (in thousands): Consolidated interest June 25, 2014 Cash and cash equivalents $ 713 Trade receivables 3,829 VAT receivable 17,031 Prepaid expenses and other current assets 174 Restricted cash, non-current 10,392 Property, plant and equipment 341,417 Intangible assets 1,121 Net deferred tax assets 5,455 Accounts payable and other accrued liabilities (6,830 ) Accrued construction costs (9,495 ) Accrued interest (2,592 ) Derivative liabilities, current (1,942 ) Current portion of long-term debt (16,586 ) Long-term debt (209,295 ) Derivative liabilities, non-current (501 ) Asset retirement obligation (2,354 ) Net deferred tax liabilities (13,001 ) Total consideration 117,536 Less: non-controlling interest (35,259 ) Controlling interest $ 82,277 |
Fowler RidgeIv Wind Farm Llc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed in connection with the Amazon Wind Farm Fowler Ridge acquisition are as follows (in thousands): April 29, 2015 Prepaid expenses and other current assets $ 1,753 Deferred financing costs, current 2,132 Turbine advances 4,000 Construction in progress 34,487 Finite-lived intangible assets, net of accumulated amortization 2,247 Accrued construction costs (6,549 ) Total consideration $ 38,070 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The following presents the categories within property, plant and equipment (in thousands): December 31, 2016 2015 Operating wind farms $ 3,707,823 $ 3,700,140 Furniture, fixtures and equipment 9,307 3,500 Land 141 141 Subtotal 3,717,271 3,703,781 Less: accumulated depreciation (582,109 ) (409,161 ) Property, plant and equipment, net $ 3,135,162 $ 3,294,620 |
Finite-Lived Intangible Asset34
Finite-Lived Intangible Assets and Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Major Components of Finite-Lived Intangible Assets and Liability | The following presents the major components of the finite-lived intangible assets and liability (in thousands): December 31, 2016 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 13 $ 97,400 $ (10,632 ) $ 86,768 Other intangible assets 15 5,666 (539 ) 5,127 Total intangible assets $ 103,066 $ (11,171 ) $ 91,895 Intangible liability Power purchase agreement 16 $ 60,300 $ (5,637 ) $ 54,663 December 31, 2015 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 14 $ 97,400 $ (4,114 ) $ 93,286 Other intangible assets 17 4,679 (243 ) 4,436 Total intangible assets $ 102,079 $ (4,357 ) $ 97,722 Intangible liability Power purchase agreement 17 $ 60,300 $ (2,168 ) $ 58,132 |
Schedule of Estimated Future Amortization Expense | The following table presents estimated future amortization for the next five years related to the PPA asset and PPA liability and other intangible assets: Year ended December 31, Power Purchase Agreements, Net Other Intangible Assets 2017 $ 3,031 $ 363 2018 3,031 363 2019 3,031 363 2020 3,049 363 2021 3,031 363 Thereafter 16,932 3,312 |
Variable Interest Entities Va35
Variable Interest Entities Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | The following presents the carrying amounts of the consolidated VIEs' assets and liabilities included in the consolidated balance sheet (in thousands). Assets presented below are restricted for settlement of the consolidated VIEs' obligations and all liabilities presented below can only be settled using the VIE resources. December 31, 2016 Assets Current assets: Cash and cash equivalents $ 12,745 Restricted cash 4,291 Trade receivables 6,290 Prepaid expenses 4,468 Other current assets 1,456 Total current assets 29,250 Restricted cash 3,203 Property, plant and equipment, net 1,538,793 Finite-lived intangible assets, net 2,070 Other assets 13,622 Total assets $ 1,586,938 Liabilities Current liabilities: Accounts payable and other accrued liabilities $ 12,635 Accrued construction costs 709 Accrued interest 77 Other current liabilities 2,090 Total current liabilities 15,511 Finite-lived intangible liability, net 54,663 Other long-term liabilities 20,081 Total liabilities $ 90,255 |
Unconsolidated Investments (Tab
Unconsolidated Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Projects Accounted under Equity Method of Accounting | The Company's unconsolidated investments consist of the following for the periods presented below (in thousands): December 31, Percentage of Ownership December 31, 2016 2015 2016 2015 Armow $ 131,247 $ — 50.0 % N/A South Kent 1,537 6,185 50.0 % 50.0 % Grand 3,459 5,735 45.0 % 45.0 % K2 97,051 104,553 33.3 % 33.3 % Unconsolidated investments $ 233,294 $ 116,473 The following summarizes the balance sheets and statements of operations, in aggregate, for the unconsolidated investees (in thousands): December 31, 2016 2015 Current assets $ 105,539 $ 94,834 Non-current assets 1,792,879 1,430,224 Total assets $ 1,898,418 $ 1,525,058 Current liabilities $ 100,000 $ 96,656 Non-current liabilities 1,803,962 1,406,779 Total liabilities 1,903,962 1,503,435 Total equity (5,544 ) 21,623 Total liabilities and equity $ 1,898,418 $ 1,525,058 Year ended December 31, 2016 2015 2014 Revenue $ 266,476 $ 201,155 $ 81,942 Cost of revenue 98,567 77,695 37,908 Operating expenses 2,174 2,666 3,265 Other expense 79,608 73,540 91,359 Net income (loss) $ 86,127 $ 47,254 $ (50,590 ) |
Long Term Debt Long Term Debt (
Long Term Debt Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt consists of the following for periods presented below (in thousands): As of December 31, 2016 December 31, Contractual Interest Rate Effective Interest Rate 2016 2015 Maturity Corporate-level Revolving credit facility $ 180,000 $ 355,000 varies (1 ) 2.99 % December 2018 Convertible senior notes 2020 225,000 225,000 4.00 % 6.60 % July 2020 Project-level Fixed interest rate El Arrayán EKF term loan 103,904 107,160 5.56 % 5.56 % March 2029 Santa Isabel term loan 107,090 109,973 4.57 % 4.57 % September 2033 Variable interest rate Ocotillo commercial term loan (2) 193,257 208,119 2.75 % 3.81 % (3 ) August 2020 Lost Creek term loan 103,846 110,846 2.89 % 6.50 % (3 ) September 2027 El Arrayán commercial term loan 94,458 97,418 3.98 % 5.15 % (3 ) March 2029 Spring Valley term loan 130,658 132,670 2.75 % 5.26 % (3 ) June 2030 Ocotillo development term loan 102,300 104,500 3.10 % 4.41 % (3 ) August 2033 St. Joseph term loan (2) 162,356 158,181 2.57 % 3.85 % (3 ) November 2033 Imputed interest rate Hatchet Ridge financing lease obligation 202,593 214,580 1.43 % 1.43 % December 2032 1,605,462 1,823,447 Unamortized premium/discount, net (4) (17,019 ) (21,244 ) Unamortized financing costs (24,771 ) (31,317 ) Total debt, net $ 1,563,672 $ 1,770,886 As reflected on the consolidated balance sheets Revolving credit facility $ 180,000 $ 355,000 Current portion of long-term debt, net of financing costs 48,716 44,144 Long term debt, net of financing costs 1,334,956 1,371,742 Total debt, net $ 1,563,672 $ 1,770,886 (1) Refer to Revolving Credit Facility below for interest rate details. (2) The amortization for the Ocotillo commercial term loan and the St. Joseph term loan are through June 2030 and September 2036, respectively, which differs from the stated maturity date of such loans due to prepayment requirements. (3) Includes impact of interest rate derivatives. See Note 10 , Derivative Instruments , for discussion of interest rate derivatives. (4) Premium amount is related to the Lost Creek term loan and discount amount is related to the Convertible Senior Notes due 2020. |
Summary of Principal Payments Due under Long Term Debt | The following are principal payments, excluding deferred financing costs, due under the Company's debt as of December 31, 2016 for the following years (in thousands): Amount 2017 $ 231,761 2018 60,615 2019 66,543 2020 426,794 2021 61,427 Thereafter 758,322 Total $ 1,605,462 |
Schedule of Reconciliation of Interest Expense | Interest and commitment fees incurred and interest expense for debt consisted of the following (in thousands): Year ended December 31, 2016 2015 2014 Corporate-level interest and commitment fees incurred $ 18,171 $ 9,983 $ 2,635 Project-level interest and commitment fees incurred 47,994 64,903 61,431 Capitalized interest, commitment fees, and letter of credit fees — (6,607 ) (2,856 ) Amortization of debt discount/premium, net 4,226 1,660 — Amortization of financing costs 6,968 7,435 6,309 Other interest 645 533 175 Interest expense $ 78,004 $ 77,907 $ 67,694 |
Convertible Debt | The following table presents a summary of the equity and liability components of the 2020 Notes (in thousands): December 31, 2016 2015 Principal $ 225,000 $ 225,000 Less: Unamortized debt discount (18,196 ) (22,624 ) Unamortized financing costs (3,894 ) (5,014 ) Carrying value of convertible senior notes $ 202,910 $ 197,362 Carrying value of the equity component (1) $ 23,743 $ 23,743 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $0.7 million in equity issuance costs. |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Reconciliation of Beginning and Ending Aggregate Carrying Amounts of Asset Retirement Obligations | The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligation (in thousands): December 31, 2016 2015 Beginning asset retirement obligations $ 42,197 $ 29,272 Net additions during the year — 13,189 Foreign currency translation adjustment 63 (411 ) Adjustment related to change in useful life — (1,907 ) Accretion expense 2,523 2,054 Ending asset retirement obligations $ 44,783 $ 42,197 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following tables present the fair values of the Company's derivative instruments on a gross basis as reflected on the Company’s consolidated balance sheets (in thousands): December 31, 2016 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ 40 $ 8,289 $ 21,058 Fair Value of Undesignated Derivatives: Interest rate swaps — 1,788 3,238 3,463 Energy derivative 16,209 24,707 — — Foreign currency forward contracts 1,369 177 391 — Total Fair Value $ 17,578 $ 26,712 $ 11,918 $ 24,521 December 31, 2015 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ — $ 10,034 $ 24,360 Fair Value of Undesignated Derivatives: Interest rate swaps — 559 4,309 4,299 Energy derivative 20,856 42,827 — — Foreign currency forward contracts 3,482 628 — — Total Fair Value $ 24,338 $ 44,014 $ 14,343 $ 28,659 |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table summarizes the notional amounts of the Company's outstanding derivative instruments (in thousands except for MWh): December 31, Unit of Measure 2016 2015 Designated Derivative Instruments Interest rate swaps USD $ 365,443 $ 379,808 Interest rate swaps CAD $ 196,425 $ 196,988 Undesignated Derivative Instruments Interest rate swaps USD $ 257,389 $ 275,424 Energy derivative MWh 1,201,691 1,707,350 Foreign currency forward contracts CAD $ 95,800 $ 62,300 |
Derivative Instruments, Gain (Loss) | The following table presents gains and losses on derivative contracts designated and qualifying as cash flow hedges recognized in accumulated other comprehensive loss, net of tax, as well as amounts reclassified to earnings for the following periods (in thousands): Year ended December 31, Description 2016 2015 2014 Gains (losses) recognized in accumulated OCI Effective portion of change in fair value $ (6,751 ) $ (16,163 ) $ (33,444 ) Gains (losses) reclassified from accumulated OCI into: Interest expense Derivative settlements $ (7,462 ) $ (12,234 ) $ (13,774 ) Realized loss on designated derivatives, net Termination of derivatives $ — $ (11,221 ) $ — Loss on undesignated derivatives, net De-designation of derivatives $ — $ (5,918 ) $ — Gains (losses) recognized in interest expense Ineffective portion $ 346 $ (809 ) $ — |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The following table presents gains and losses on derivatives not designated as hedges (in thousands): Year ended December 31, Derivative Type Financial Statement Line Item Description 2016 2015 2014 Interest rate derivatives Loss on undesignated derivatives, net Change in fair value, net of settlements $ 3,137 $ (5,758 ) (1 ) $ (11,668 ) Interest rate derivatives Loss on undesignated derivatives, net Derivative settlements $ (4,965 ) $ (4,838 ) $ (4,075 ) Energy derivative Electricity sales Change in fair value, net of settlements $ (22,767 ) $ (792 ) $ (3,878 ) Energy derivative Electricity sales Derivative settlements $ 21,586 $ 20,568 $ 13,525 Foreign currency forward contracts Loss on undesignated derivatives, net Change in fair value, net of settlements $ (2,955 ) $ 4,110 $ — Foreign currency forward contracts Loss gain on undesignated derivatives, net Derivative settlements $ 1,459 $ 996 $ — (1) Amount includes the reclassification of $5.9 million from accumulated other comprehensive loss related to the dedesignation of certain interest rate derivative instruments at Spring Valley. |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Accumulated Other Comprehensive (Loss) Income | The following table summarizes changes in the accumulated other comprehensive loss balance, net of tax, by component: Foreign Currency Effective Portion of Change in Fair Value of Derivatives Proportionate Share of Equity Investee's OCI Total Balances at December 31, 2013 $ (8,463 ) $ (7,002 ) $ (1,912 ) $ (17,377 ) Other comprehensive loss before reclassifications (10,875 ) (33,444 ) (5,991 ) (50,310 ) Amounts reclassified from accumulated other comprehensive loss — 13,774 — 13,774 Net current period other comprehensive loss (10,875 ) (19,670 ) (5,991 ) (36,536 ) Balances at December 31, 2014 (19,338 ) (26,672 ) (7,903 ) (53,913 ) Other comprehensive loss before reclassifications (28,947 ) (16,163 ) (6,640 ) (51,750 ) Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives — 17,139 — 17,139 Amounts reclassified from accumulated other comprehensive loss — 12,234 2,412 14,646 Net current period other comprehensive loss (28,947 ) 13,210 (4,228 ) (19,965 ) Balances at December 31, 2015 (48,285 ) (13,462 ) (12,131 ) (73,878 ) Other comprehensive income (loss) before reclassifications 4,785 (6,751 ) 1,039 (927 ) Amounts reclassified from accumulated other comprehensive loss — 7,462 4,594 12,056 Net current period other comprehensive income 4,785 711 5,633 11,129 Balances at December 31, 2016 $ (43,500 ) $ (12,751 ) $ (6,498 ) $ (62,749 ) Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 — (382 ) — (382 ) Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 $ (43,500 ) $ (12,369 ) $ (6,498 ) $ (62,367 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and (Liabilities) Required Fair Value Measurement on Recurring Basis | The Company’s financial assets and liabilities which require fair value measurement on a recurring basis are classified within the fair value hierarchy as follows (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 1,828 $ — $ 1,828 Energy derivative — — 40,916 40,916 Foreign currency forward contracts — 1,546 — 1,546 $ — $ 3,374 $ 40,916 $ 44,290 Liabilities Interest rate swaps $ — $ 36,048 $ — $ 36,048 Foreign currency forward contracts — 391 — 391 $ — $ 36,439 $ — $ 36,439 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 559 $ — $ 559 Energy derivative — — 63,683 63,683 Foreign currency forward contracts — 4,110 — 4,110 $ — $ 4,669 $ 63,683 $ 68,352 Liabilities Interest rate swaps $ — $ 43,002 $ — $ 43,002 $ — $ 43,002 $ — $ 43,002 |
Reconciliation of Energy Derivative Contract Measured at Fair Value | The following table presents a reconciliation of the energy derivative contract measured at fair value on a recurring basis using significant unobservable inputs (in thousands): 2016 2015 Balance at beginning of year $ 63,683 $ 64,475 Total gains (losses) included in electricity sales (1,181 ) 19,776 Settlements (21,586 ) (20,568 ) Balance at end of year $ 40,916 $ 63,683 |
Schedule of Valuation Techniques and Significant Unobservable Inputs Used in Level 3 Fair Value Measurements | The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows (in thousands, for fair value): December 31, 2016 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $40,916 Discounted cash flow Forward electricity prices $15.83 - $81.76 (1) Discount rate 1.00% - 1.52% December 31, 2015 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $63,683 Discounted cash flow Forward electricity prices $12.48 - $74.94 (1) Discount rate 0.61% - 1.46% (1) Represents price per MWh |
Carrying Amounts and Fair Values of Company's Financial Liabilities | The following table presents the carrying amount and fair value and the fair value hierarchy of the Company’s financial liabilities that are not measured at fair value in the consolidated balance sheets, but for which fair value is disclosed (in thousands): Fair Value As reflected on the balance sheet Level 1 Level 2 Level 3 Total December 31, 2016 Long-term debt, including current portion $ 1,383,672 $ — $ 1,382,038 $ — $ 1,382,038 December 31, 2015 Long-term debt, including current portion $ 1,415,886 $ — $ 1,382,149 $ — $ 1,382,149 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The following table presents significant components of the provision for income taxes (in thousands): Year ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State — — — Foreign 378 489 182 Total current expense 378 489 182 Deferred: Federal — — — State — — — Foreign 8,301 4,454 2,954 Total deferred expense 8,301 4,454 2,954 Total provision for income taxes $ 8,679 $ 4,943 $ 3,136 |
Domestic and Foreign Components of Net Income (Loss) Before Income Tax (Benefit) Expense | The following table presents the domestic and foreign components of net (loss) income before income tax provision (in thousands): Year ended December 31, 2016 2015 2014 U.S. $ (71,405 ) $ (66,883 ) $ (34,788 ) Foreign 27,785 16,219 (2,075 ) Total $ (43,620 ) $ (50,664 ) $ (36,863 ) |
Reconciliation of Statutory U.S Federal Income Tax Rate to Effective Tax Rate | The following table presents a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the following periods: Year ended December 31, 2016 2015 2014 Computed tax at statutory rate 35.0 % 35.0 % 35.0 % Adjustment for income in non-taxable entities allocable to noncontrolling interest (25.6 )% (13.0 )% (7.6 )% Foreign rate differential Tax rate differential on pre-tax book income (16.9 )% (6.6 )% 5.6 % Local tax on branch profits/(losses)—Puerto Rico — % 0.3 % 1.6 % Permanent book/tax differences (domestic only) (0.2 )% (0.1 )% (0.1 )% Valuation allowance (18.8 )% (25.1 )% (33.4 )% Chilean shareholder benefit due to tax regime change 0.7 % 0.4 % (3.6 )% Tax credits 7.6 % — % — % Change in tax rate due to change in Chilean tax regime — % — % (6.2 )% Other (1.6 )% (0.7 )% 0.1 % ARRA Section 1603 grant-basis reduction deferred tax assets — % — % — % Effective income tax rate (19.8 )% (9.8 )% (8.6 )% |
Components of Deferred Tax Assets and Deferred Tax Liabilities | The following table presents significant components of the Company’s deferred tax assets and deferred tax liabilities as follows (in thousands): 2016 2015 Deferred tax assets: Accruals and prepaids $ 2,331 $ 592 Basis difference in derivatives 3,411 7,392 Hatchet Ridge financing 27,521 27,096 Asset retirement obligation 9,012 9,064 Unrealized loss on derivatives 6,372 9,132 Net operating loss carryforwards 339,203 242,100 Partnership interest — 18,536 Basis difference in foreign subsidiaries — 104 Tax credits 9,939 6,501 Total gross deferred tax assets 397,789 320,517 Less: Valuation allowance (144,056 ) (135,273 ) Total gross deferred tax assets net of valuation allowance $ 253,733 $ 185,244 Deferred tax liabilities: Property, plant and equipment $ (246,267 ) $ (193,833 ) Partnership interest (27,440 ) — Basis difference in foreign subsidiaries (865 ) — Deferred interest, commitment fees and financing costs (4,543 ) — Other deferred tax liabilities (818 ) (6,790 ) Total gross deferred tax liabilities (279,933 ) (200,623 ) Total net deferred tax assets/(liabilities) $ (26,200 ) $ (15,379 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Noncontrolling Interests By Project | The following table presents the balances for noncontrolling interests by project and the Company's respective ownership percentage (in thousands, except percentages). See Note 3, Acquisitions , for additional information. Noncontrolling Ownership Percentage December 31, December 31, 2016 2015 2016 2015 El Arrayán $ 32,237 $ 34,224 30 % 30 % Logan's Gap 180,092 190,397 18 % 18 % Panhandle 1 190,415 195,791 21 % 21 % Panhandle 2 170,139 184,773 19 % 19 % Post Rock 178,676 196,346 40 % 40 % Amazon Wind Farm Fowler Ridge 139,687 142,731 35 % 35 % Noncontrolling interest $ 891,246 $ 944,262 |
Schedule of Dividends Declared | Dividends Per Share Declaration Date Record Date Payment Date 2016: Fourth Quarter $ 0.4080 November 4, 2016 December 30, 2016 January 31, 2017 Third Quarter $ 0.4000 August 3, 2016 September 30, 2016 October 31, 2016 Second Quarter $ 0.3900 May 4, 2016 June 30, 2016 July 29, 2016 First Quarter $ 0.3810 February 24, 2016 March 31, 2016 April 29, 2016 |
Schedule of Noncontrolling Interest | The following table presents the components of total noncontrolling interest as reported in stockholders’ equity in the consolidated balance sheets (in thousands). See Note 3, Acquisitions , for additional information. Capital Accumulated Income (Loss) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Balances at December 31, 2013 $ 90,217 $ 18,601 $ (9,024 ) $ 99,794 Contributions from noncontrolling interests 406,163 — — 406,163 Fair value of noncontrolling interest in El Arrayán 35,259 — — 35,259 Distributions to noncontrolling interests (2,100 ) — — (2,100 ) Net loss — (8,709 ) — (8,709 ) Other comprehensive income, net of tax — — 179 179 Balances at December 31, 2014 529,539 9,892 (8,845 ) 530,586 Acquisition of Post Rock 205,100 — — 205,100 Buyout of noncontrolling interests (88,747 ) (14,244 ) 7,944 (95,047 ) Contributions from noncontrolling interests 334,231 — — 334,231 Distributions to noncontrolling interests (7,882 ) — — (7,882 ) Net loss — (23,074 ) — (23,074 ) Other comprehensive income, net of tax — — 348 348 Balances at December 31, 2015 972,241 (27,426 ) (553 ) 944,262 Distributions to noncontrolling interests (17,896 ) — — (17,896 ) Other (103 ) — — (103 ) Net loss — (35,188 ) — (35,188 ) Other comprehensive loss, net of tax — — 171 171 Balances at December 31, 2016 $ 954,242 $ (62,614 ) $ (382 ) $ 891,246 |
Equity Incentive Award Plan (Ta
Equity Incentive Award Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, TSR-RSAs, Valuation Assumptions [Table Text Block] | The Company measures the fair value of these restricted stock awards at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Company estimates expected volatility based on the actual volatility of the Company's daily closing share price since listing on September 27, 2013 and the historical volatility of comparable publicly traded companies for a period that is equal to the performance period. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the performance period. The assumptions used to estimate the fair value of TSR-RSAs are as follows: Years ended December 31, 2016 2015 Expected stock price volatility (1) 35% 30% Expected dividend yield N/A N/A Risk-free interest rate 1.11% 0.80% Expected performance period in years (2) 2.8 2.7 (1) The expected volatility was estimated using the historical volatility derived from the Company's Class A common stock. (2) The expected performance period was estimated based on the length of the remaining performance period from the grant date. |
Summary of Restricted Stock Awards Activity | The following table summarizes RSA activity under the 2013 Plan for the year ended December 31, 2016 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2015 122,868 $ 27.71 Granted 151,462 $ 18.76 Vested (86,103) $ 24.02 Forfeited (16,199 ) $ 23.12 Repurchased for employee tax withholding (45,663) $ 23.99 Nonvested at December 31, 2016 126,365 $ 21.45 The following table summarizes TSR-RSAs activity under the 2013 Plan for the year ended December 31, 2016 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2015 85,268 $ 39.16 Granted 136,442 $ 20.63 Vested — — Forfeited — — Repurchased for employee tax withholding — — Nonvested at December 31, 2016 221,710 $ 27.76 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computations of Basic and Diluted Earnings (Loss) per Share | The computations for Class A basic and diluted loss per share are as follows (in thousands except share data): Year ended December 31, 2016 2015 2014 Numerator for basic and diluted loss per share: Net loss attributable to Pattern Energy $ (17,111 ) $ (32,533 ) $ (31,290 ) Less: dividends declared on Class A common shares (128,423 ) (102,861 ) (56,976 ) Less: deemed dividends on Class B common shares — — (21,901 ) Less: earnings allocated to participating securities (53 ) (32 ) — Undistributed loss attributable to common stockholders $ (145,587 ) $ (135,426 ) $ (110,167 ) Denominator for loss per share: Weighted average number of shares: Class A common stock - basic and diluted 79,382,388 70,535,568 42,361,959 Class B common stock - basic and diluted N/A N/A 15,555,000 Calculation of basic and diluted earnings (loss) per share: Class A common stock: Dividends $ 1.62 $ 1.46 $ 1.34 Undistributed loss (1.83 ) (1.92 ) (1.90 ) Basic loss per share $ (0.22 ) $ (0.46 ) $ (0.56 ) Class A common stock: Diluted loss per share $ (0.22 ) $ (0.46 ) $ (0.56 ) Class B common stock: Deemed dividends N/A N/A $ 1.41 Undistributed loss N/A N/A (1.90 ) Basic and diluted loss per share N/A N/A $ (0.49 ) Dividends declared per Class A common share $ 1.58 $ 1.43 $ 1.30 Deemed dividends per Class B common share N/A N/A $ 1.41 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table summarizes estimates of future commitments related to the various agreements that the Company has entered into (in thousands): 2017 2018 2019 2020 2021 Thereafter Total Acquisition, purchase and other commitments $ 269,276 $ 528 $ 436 $ 424 $ 374 $ 4,055 $ 275,093 Operating leases 13,714 14,067 14,543 14,703 15,267 256,334 328,628 Service and maintenance agreements 53,534 40,908 34,206 31,374 31,983 118,198 310,203 Total commitments $ 336,524 $ 55,503 $ 49,185 $ 46,501 $ 47,624 $ 378,587 $ 913,924 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Receivable and Payable [Table Text Block] | The table below presents amounts due from and related parties as included in the consolidated balance sheets for the following periods (in millions): December 31, 2016 2016 2015 Related party receivable: Amounts due from Pattern Development 1.0 $ 0.4 $ 0.2 Amounts due from Pattern Development 2.0 0.2 — Amounts due from unconsolidated investments 0.5 0.5 Total related party receivable $ 1.1 $ 0.7 Related party payable: Amounts due to Pattern Development 1.0 $ 1.3 $ 1.6 Total related party payable $ 1.3 $ 1.6 |
Related Party Revenue and Expense Included in Combined Statement of Operations | Years Ended December 31, 2016 2015 2014 Related party revenue $ 5,793 $ 3,640 $ 3,317 Related party income $ 5,074 $ 2,665 $ 2,612 Related party general and administrative expense $ 9,900 $ 7,589 $ 5,787 |
Related Party Transactions Purchase Agreements [Table Text Block] | During the years ended December 31, 2016 and 2015 the Company entered into the following acquisitions with Pattern Development 1.0 which are further detailed in Note 3, Acquisitions (in millions): Acquisitions from Pattern Development 1.0 Date of Acquisition Purchase Price Debt Assumed Armow October 17, 2016 $ 132.3 $ 193.6 Gulf Wind July 28, 2015 $ 13.0 $ — Amazon Wind Fowler Ridge April 29, 2015 $ 37.5 $ — K2 June 17, 2015 $ 132.4 $ 221.8 |
Related Party Transactions Contingent Obligations Payments [Table Text Block] | During the years ended December 31, 2016 and 2015 the Company made the following contingent obligation payments related to acquisitions with Pattern Development 1.0 (in millions): Contingent obligations payments: 2016 2015 Grand $ — $ 1.8 K2 $ 4.0 $ — Amazon Wind Fowler Ridge $ — $ 27.2 |
Selected Quarterly Financial 48
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | Quarterly financial data in thousands, except per share data: Three months ended December 31, September 30, June 30, March 31, 2016 2016 2016 2016 Revenue $ 81,061 $ 91,914 $ 93,438 $ 87,639 Gross profit $ 5,490 $ 16,837 $ 16,401 $ 11,982 Net income (loss) $ 3,445 $ (11,050 ) $ (15,646 ) $ (29,048 ) Net loss attributable to noncontrolling interest $ (10,350 ) $ (7,037 ) $ (12,423 ) $ (5,378 ) Net income (loss) attributable to Pattern Energy $ 13,795 $ (4,013 ) $ (3,223 ) $ (23,670 ) Basic and diluted earnings (loss) per share—Class A common stock $ 0.16 $ (0.05 ) $ (0.04 ) $ (0.32 ) Cash dividends declared per Class A common share $ 0.41 $ 0.40 $ 0.39 $ 0.38 Three months ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Revenue $ 90,597 $ 89,697 $ 84,671 $ 64,866 Gross profit $ 16,674 $ 22,250 $ 22,348 $ 10,564 Net income (loss) $ (3,873 ) $ (35,332 ) $ 5,657 $ (22,059 ) Net loss attributable to noncontrolling interest $ (6,327 ) $ (5,927 ) $ (8,660 ) $ (2,160 ) Net income (loss) attributable to Pattern Energy $ 2,454 $ (29,405 ) $ 14,317 $ (19,899 ) Basic and diluted earnings (loss) per share—Class A common stock $ 0.03 $ (0.40 ) $ 0.21 $ (0.30 ) Cash dividends declared per Class A common share $ 0.37 $ 0.36 $ 0.35 $ 0.34 |
Organization (Detail)
Organization (Detail) - shares | Aug. 22, 2016 | Aug. 12, 2016 | Jul. 28, 2015 | Feb. 09, 2015 | Oct. 31, 2012 | Dec. 31, 2016 | Oct. 17, 2012 |
Schedule Of Description Of Business [Line Items] | |||||||
Issuance of common stock, shares | 1,300,000 | 10,000,000 | |||||
Ownership Interest in the Company by Pattern Development 1.0 | 19.00% | ||||||
Class A Common Stock [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Issuance of common stock, shares | 5,435,000 | 12,000,000 | 100 | ||||
Pattern Energy Group Inc. [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Interest in Pattern Renewable LP by Pattern Energy Group LP | 100.00% | ||||||
Hatchet Ridge [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
St Josephs [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
Spring Valley [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
Santa Isabel [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
Ocotillo [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
Gulf Wind [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% | ||||||
Lost Creek [Member] | |||||||
Schedule Of Description Of Business [Line Items] | |||||||
Ownership Percentage | 100.00% |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Change in Estimate of Depreciable Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Wind Farms Constructed After 2011 [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment useful lives (in years) | 25 years |
Other Wind Farms [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment useful lives (in years) | 20 years |
As Previously Reported [Member] | Wind Farms Constructed After 2011 [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment useful lives (in years) | 20 years |
Service Life [Member] | Wind Farms Constructed After 2011 [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment useful lives (in years) | 25 years |
Service Life [Member] | As Previously Reported [Member] | Wind Farms Constructed After 2011 [Member] | |
Change in Accounting Estimate [Line Items] | |
Property, plant and equipment useful lives (in years) | 20 years |
Summary of Significant Accoun51
Summary of Significant Accounting Policies Reconciliation of Cash and Cash Equivalents and Restricted Cash As Presented in SCF (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 83,932 | $ 94,808 | $ 101,656 | $ 103,569 |
Restricted cash - current | 11,793 | 14,609 | 7,945 | 0 |
Restricted cash | 13,646 | 36,875 | 39,745 | 32,636 |
Cash, cash equivalents and restricted cash | 109,371 | 146,292 | 149,346 | $ 136,205 |
Net change in cash, cash equivalents and restricted cash | $ (36,921) | $ (3,054) | $ 13,141 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Schedule of Significant Customers (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue [Member] | San Diego Gas & Electric | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 14.60% | 17.10% | 22.10% |
Revenue [Member] | Morgan Stanley Capital Group Inc. | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 10.90% | 5.90% | 0.00% |
Revenue [Member] | PREPA | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 6.00% | 8.40% | 9.30% |
Trade Receivables [Member] | San Diego Gas & Electric | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 5.10% | 16.60% | 14.10% |
Trade Receivables [Member] | Morgan Stanley Capital Group Inc. | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 4.40% | 7.80% | 0.00% |
Trade Receivables [Member] | PREPA | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 6.10% | 8.60% | 6.90% |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 81,061 | $ 91,914 | $ 93,438 | $ 87,639 | $ 90,597 | $ 89,697 | $ 84,671 | $ 64,866 | $ 354,052 | $ 329,831 | $ 265,493 |
Property, plant and equipment, net (Note 6) | 3,135,162 | 3,294,620 | 3,135,162 | 3,294,620 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 285,187 | 258,542 | 201,408 | ||||||||
Property, plant and equipment, net (Note 6) | 2,652,122 | 2,791,259 | 2,652,122 | 2,791,259 | |||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 39,207 | 39,178 | 46,593 | ||||||||
Property, plant and equipment, net (Note 6) | 177,093 | 184,115 | 177,093 | 184,115 | |||||||
Chile | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 29,658 | 32,111 | $ 17,492 | ||||||||
Property, plant and equipment, net (Note 6) | $ 305,947 | $ 319,246 | $ 305,947 | $ 319,246 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Commitment to provide additional funding to unconsolidated investments | $ 0 | $ 0 | $ 0 |
Contingent rental revenue | 259,400,000 | 242,200,000 | $ 205,200,000 |
Funds deposited by counterparty | 43,635,000 | 0 | |
Counterparty deposit liability | 43,635,000 | 0 | |
Asset impairment charges | $ 400,000 | $ 400,000 | |
Recognition threshold for which the largest amount of tax benefit is recognized, percentage | 50.00% | ||
Power purchase agreement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Remaining term of amortizable intangible assets (in years) | 13 years | 14 years | |
Remaining term of amortizable intangible liabilities (in years) | 16 years | 17 years | |
Minimum [Member] | Easements land option and mining rights agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Term of estimated useful lives (in years) | 5 years | ||
Maximum [Member] | Easements land option and mining rights agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Term of estimated useful lives (in years) | 25 years | ||
Wind Farms Constructed After 2011 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful lives (in years) | 25 years | ||
Wind farms constructed before 2011 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful lives (in years) | 20 years | ||
Non wind farms assets [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful lives (in years) | 2 years | ||
Non wind farms assets [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment useful lives (in years) | 5 years |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | May 15, 2015 | Apr. 29, 2015 | Dec. 19, 2014 | Nov. 10, 2014 | Jun. 30, 2014 | Jun. 25, 2014 |
Lost Creek And Post Rock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 3,501 | ||||||
Restricted cash, current | 11,787 | ||||||
Trade receivables | 7,910 | ||||||
Prepaid expenses | 1,232 | ||||||
Other current assets | 444 | ||||||
Restricted cash, non-current | 4,592 | ||||||
Property, plant and equipment | 543,347 | ||||||
Finite-lived intangible assets | 97,400 | ||||||
Other assets | 17,632 | ||||||
Accounts payable and other accrued liabilities | (2,611) | ||||||
Accrued interest | (951) | ||||||
Derivative liabilities, current | (3,759) | ||||||
Short-term debt | (7,463) | ||||||
Finite-lived intangible liabilities | (60,300) | ||||||
Asset retirement obligations | (7,192) | ||||||
Long-term debt, net of financing costs | (108,838) | ||||||
Derivative liabilities | (14,631) | ||||||
Total consideration | 482,100 | ||||||
Less: temporary equity | (35,000) | ||||||
Less: noncontrolling interests | (205,100) | ||||||
Total consideration after temporary equity and noncontrolling interests | $ 242,000 | ||||||
Logan's Gap | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 2 | ||||||
Restricted cash, current | 5,003 | ||||||
Construction in progress | 23,821 | ||||||
Property, plant and equipment | 116 | ||||||
Deferred financing costs, current | 2,882 | ||||||
Prepaid expenses and other current assets | 1,790 | ||||||
Other assets | 80 | ||||||
Accrued construction costs | (5,617) | ||||||
Current portion of contingent liabilities | $ (1,700) | (7,975) | |||||
Related party payable | (5,003) | ||||||
Total consideration | $ 15,099 | ||||||
Panhandle 2 | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 240 | ||||||
Trade receivables | 1,156 | ||||||
Property, plant and equipment | 315,109 | ||||||
Prepaid expenses and other current assets | 28,997 | ||||||
Accrued construction costs | (24,197) | ||||||
Short-term debt | (195,351) | ||||||
Asset retirement obligations | (2,003) | ||||||
Related party payable | (121) | ||||||
Total consideration | $ 123,830 | ||||||
Panhandle 1 | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 1,038 | ||||||
Trade receivables | 1,850 | ||||||
Restricted cash, non-current | 14,293 | ||||||
Property, plant and equipment | 332,953 | ||||||
Prepaid expenses and other current assets | 71 | ||||||
Accounts payable and other accrued liabilities | (148) | ||||||
Accrued construction costs | (12,806) | ||||||
Asset retirement obligations | (2,557) | ||||||
Related party payable | (44) | ||||||
Total consideration | 334,650 | ||||||
Less: noncontrolling interests | (210,250) | ||||||
Total consideration after non-controlling interest | $ 124,400 | ||||||
El Arrayán | Consolidated Interest [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 713 | ||||||
Trade receivables | 3,829 | ||||||
Restricted cash, non-current | 10,392 | ||||||
VAT receivable | 17,031 | ||||||
Property, plant and equipment | 341,417 | ||||||
Finite-lived intangible assets | 1,121 | ||||||
Prepaid expenses and other current assets | 174 | ||||||
Net deferred tax assets | 5,455 | ||||||
Accounts payable and other accrued liabilities | (6,830) | ||||||
Accrued construction costs | (9,495) | ||||||
Accrued interest | (2,592) | ||||||
Derivative liabilities, current | (1,942) | ||||||
Short-term debt | (16,586) | ||||||
Asset retirement obligations | (2,354) | ||||||
Long-term debt, net of financing costs | (209,295) | ||||||
Derivative liabilities, non-current | (501) | ||||||
Net deferred tax liabilities | (13,001) | ||||||
Total consideration | 117,536 | ||||||
Less: noncontrolling interests | (35,259) | ||||||
Total consideration after non-controlling interest | $ 82,277 | ||||||
Fowler RidgeIv Wind Farm Llc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Construction in progress | $ 34,487 | ||||||
Finite-lived intangible assets | 2,247 | ||||||
Deferred financing costs, current | 2,132 | ||||||
Prepaid expenses and other current assets | 1,753 | ||||||
Turbine advances | 4,000 | ||||||
Accrued construction costs | (6,549) | ||||||
Total consideration | $ 38,070 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Pro Forma Data (Detail) - Lost Creek, Post Rock, Logan's Gap, Panhandle 2, Panhandle 1, and El Arrayán [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Pro forma total revenue | $ 351,094 | $ 326,094 |
Pro forma total expenses | 411,746 | 389,180 |
Pro forma net loss | (60,652) | (63,086) |
Less: pro forma net loss attributable to noncontrolling interest | (29,091) | (21,591) |
Pro forma net loss attributable to Pattern Energy | $ (31,561) | $ (41,495) |
Acquisitions - Schedule of Amou
Acquisitions - Schedule of Amounts Included in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||||
Total revenue | $ 81,061 | $ 91,914 | $ 93,438 | $ 87,639 | $ 90,597 | $ 89,697 | $ 84,671 | $ 64,866 | $ 354,052 | $ 329,831 | $ 265,493 |
Total expenses | 50,473 | 37,396 | 28,320 | ||||||||
Net loss | 3,445 | (11,050) | (15,646) | (29,048) | (3,873) | (35,332) | 5,657 | (22,059) | (52,299) | (55,607) | (39,999) |
Net loss attributable to noncontrolling interest | (10,350) | (7,037) | (12,423) | (5,378) | (6,327) | (5,927) | (8,660) | (2,160) | (35,188) | (23,074) | (8,709) |
Net loss attributable to Pattern Energy | $ 13,795 | $ (4,013) | $ (3,223) | $ (23,670) | $ 2,454 | $ (29,405) | $ 14,317 | $ (19,899) | $ (17,111) | (32,533) | $ (31,290) |
Lost Creek And Post Rock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total revenue | 31,093 | ||||||||||
Total expenses | 34,574 | ||||||||||
Net loss | (3,481) | ||||||||||
Net loss attributable to noncontrolling interest | (5,114) | ||||||||||
Net loss attributable to Pattern Energy | $ 1,633 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Oct. 17, 2016USD ($) | Dec. 18, 2015USD ($) | Jul. 30, 2015USD ($) | Jul. 28, 2015USD ($) | Jun. 17, 2015USD ($) | May 15, 2015USD ($)MW | Apr. 29, 2015USD ($)MW | Dec. 19, 2014USD ($) | Nov. 10, 2014USD ($)MW | Jun. 30, 2014USD ($)MW | Jun. 25, 2014USD ($)MW | Nov. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 25, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent liabilities paid | $ 1,227,000 | $ 515,000 | $ 0 | |||||||||||||||
Nonrecurring gain excluded from pro forma net loss | 17,900,000 | |||||||||||||||||
Net loss in equity earnings | 86,127,000 | 47,254,000 | (50,590,000) | |||||||||||||||
Carrying value of investment | $ 233,294,000 | 116,473,000 | ||||||||||||||||
Increase in additional paid-in-capital | 86,276,000 | |||||||||||||||||
Armow [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 50.00% | |||||||||||||||||
Purchase price | $ 132,300,000 | |||||||||||||||||
Capitalized transaction costs | 300,000 | |||||||||||||||||
Assumed long-term debt, net of financing costs | $ 193,600,000 | |||||||||||||||||
PPA of project (in years) | 20 years | 20 years | ||||||||||||||||
Excess of investment balance over equity in net assets | $ 138,200,000 | |||||||||||||||||
Negative equity balance of Armow | 5,600,000 | |||||||||||||||||
Purchase price paid including transaction costs | 132,600,000 | |||||||||||||||||
K2 [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 33.33% | |||||||||||||||||
Purchase price | $ 128,000,000 | $ 132,400,000 | ||||||||||||||||
Contingent obligations assumed | $ 4,000,000 | |||||||||||||||||
Capitalized transaction costs | 400,000 | |||||||||||||||||
Assumed long-term debt, net of financing costs | $ 221,800,000 | |||||||||||||||||
PPA of project (in years) | 20 years | 20 years | ||||||||||||||||
Excess of investment balance over equity in net assets | $ 115,600,000 | |||||||||||||||||
K2 [Member] | Property, Plant and Equipment [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Excess of investment balance over equity in net assets | 61,900,000 | |||||||||||||||||
Property, Plant and Equipment [Member] | Armow [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Excess of investment balance over equity in net assets | 89,800,000 | |||||||||||||||||
Power purchase agreement [Member] | Armow [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Excess of investment balance over equity in net assets | $ 48,400,000 | |||||||||||||||||
Power purchase agreement [Member] | K2 [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Excess of investment balance over equity in net assets | $ 53,700,000 | |||||||||||||||||
Post Rock Wind Project [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest (percent) | 100.00% | |||||||||||||||||
Lost Creek Wind Finco LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Lost Creek Wind Finco LLC [Member] | Lost Creek Wind Project [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Power generation capacity | MW | 150 | |||||||||||||||||
Linco In County Wind Project Holdco Llc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Linco In County Wind Project Holdco Llc [Member] | Post Rock Wind Project [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Power generation capacity | MW | 201 | |||||||||||||||||
Linco In County Wind Project Holdco Llc [Member] | Post Rock Wind Project [Member] | Class B Members [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Lost Creek Finco and Lincoln County Holdco [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 242,000,000 | |||||||||||||||||
Lost Creek And Post Rock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Transaction related expenses | 1,700,000 | |||||||||||||||||
Assumed long-term debt, net of financing costs | $ 108,838,000 | |||||||||||||||||
Lost Creek Wind Holdco LLC [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 35,200,000 | |||||||||||||||||
Lost Creek Wind Holdco LLC [Member] | Class A Members [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Lost Creek Wind Project [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Logan's Gap | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 15,100,000 | |||||||||||||||||
Transaction related expenses | 100,000 | 300,000 | ||||||||||||||||
Contingent obligations payable | $ 7,975,000 | 1,700,000 | ||||||||||||||||
Valuation adjustment of prepaid expenses and other current assets | $ 100,000 | |||||||||||||||||
Valuation adjustment of deferred financing costs | 800,000 | |||||||||||||||||
Valuation adjustment of construction in progress | 100,000 | |||||||||||||||||
Valuation adjustment of accrued construction costs | $ 900,000 | |||||||||||||||||
Contingent liabilities paid | 6,300,000 | |||||||||||||||||
Logan's Gap | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 18.00% | |||||||||||||||||
Logan's Gap | Pattern Energy [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 82.00% | |||||||||||||||||
Panhandle 2 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 123,800,000 | |||||||||||||||||
Power generation capacity | MW | 182 | |||||||||||||||||
Transaction related expenses | 200,000 | $ 600,000 | ||||||||||||||||
Panhandle 2 | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 19.00% | |||||||||||||||||
Panhandle 2 | Class A Members [Member] | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Panhandle 2 | Pattern Energy [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 81.00% | |||||||||||||||||
Panhandle 2 | Pattern Energy [Member] | Class B Members [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Panhandle 1 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Power generation capacity | MW | 218 | |||||||||||||||||
Transaction related expenses | 500,000 | |||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 79.00% | |||||||||||||||||
Panhandle 1 | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 21.00% | |||||||||||||||||
Panhandle 1 | Pattern Development [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price | $ 124,400,000 | |||||||||||||||||
Panhandle 1 | Class A Members [Member] | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Panhandle 1 | Class B Members [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
AEI El Arrayan [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | 100.00% | ||||||||||||||||
El Arrayán | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 38.50% | 38.50% | ||||||||||||||||
Ownership interest (percent) | 70.00% | 70.00% | ||||||||||||||||
Purchase price | $ 45,300,000 | |||||||||||||||||
Power generation capacity | MW | 115 | |||||||||||||||||
Transaction related expenses | 400,000 | |||||||||||||||||
Indirect interest (percentage) | 31.50% | 31.50% | ||||||||||||||||
Fair value of equity interest at acquisition date | $ 37,000,000 | |||||||||||||||||
Net loss in equity earnings | $ 400,000 | |||||||||||||||||
Implied equity value | 117,500,000 | 117,500,000 | ||||||||||||||||
Carrying value of investment | $ 19,100,000 | $ 19,100,000 | ||||||||||||||||
Net gain on transactions | 17,900,000 | |||||||||||||||||
El Arrayán | Majority control [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 70.00% | 70.00% | ||||||||||||||||
Lost Creek, Post Rock, Logan's Gap, Panhandle 2, Panhandle 1, and El Arrayán [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Transaction related expenses | $ 1,800,000 | $ 2,900,000 | ||||||||||||||||
Gulf Wind [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 72,800,000 | |||||||||||||||||
Increase in additional paid-in-capital | $ 17,200,000 | |||||||||||||||||
Gulf Wind [Member] | Pattern Development [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 27.00% | |||||||||||||||||
Purchase price | $ 13,000,000 | |||||||||||||||||
MetLife Capital Limited Partnership [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest acquired (percent) | 100.00% | |||||||||||||||||
Purchase price | $ 37,500,000 | |||||||||||||||||
Power generation capacity | MW | 150 | |||||||||||||||||
Transaction related expenses | $ 600,000 | |||||||||||||||||
Contingent liabilities paid | $ 27,200,000 | |||||||||||||||||
Contingent obligations assumed | $ 14,800,000 | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Close of Construction Financing [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent obligations assumed | 5,000,000 | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Commissioning of First Wind Turbine at Project [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent obligations assumed | 7,300,000 | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Energization of Project Substation [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent obligations assumed | 2,500,000 | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, contingent payment possible | $ 29,100,000 | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Tax Equity Investors [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 35.00% | |||||||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Pattern Energy [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Ownership interest In project's distributable cash flow (percent) | 65.00% |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,717,271 | $ 3,703,781 |
Less: accumulated depreciation | (582,109) | (409,161) |
Property, plant and equipment, net | 3,135,162 | 3,294,620 |
Operating wind farms | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,707,823 | 3,700,140 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,307 | 3,500 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 141 | $ 141 |
Property, Plant and Equipment60
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense related to property, plant and equipment | $ 171.7 | $ 141.2 | $ 102.9 | |
Cash grant received | $ 253.4 |
Finite-Lived Intangible Asset61
Finite-Lived Intangible Assets and Liability - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Power purchase agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | $ (3,000,000) | $ (1,900,000) | |
Other intangible assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization expense | $ (300,000) | $ (100,000) | $ (154,000) |
Finite-Lived Intangible Asset62
Finite-Lived Intangible Assets and Liability - Schedule of Major Components of the Finite-Lived Intangible Assets and Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross | $ 103,066 | $ 102,079 |
Finite lived intangible assets, Accumulated Amortization | (11,171) | (4,357) |
Finite lived intangible assets, Net | 91,895 | 97,722 |
Finite lived intangible liability, Net | $ (54,663) | $ (58,132) |
Power purchase agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining term of amortizable intangible assets (in years) | 13 years | 14 years |
Remaining term of amortizable intangible liabilities (in years) | 16 years | 17 years |
Finite lived intangible assets, Gross | $ 97,400 | $ 97,400 |
Finite lived intangible assets, Accumulated Amortization | (10,632) | (4,114) |
Finite lived intangible assets, Net | 86,768 | 93,286 |
Finite lived intangible liability, Gross | 60,300 | 60,300 |
Finite lived intangible liability, Accumulated Amortization | (5,637) | (2,168) |
Finite lived intangible liability, Net | $ (54,663) | $ (58,132) |
Other intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining term of amortizable intangible assets (in years) | 15 years | 17 years |
Finite lived intangible assets, Gross | $ 5,666 | $ 4,679 |
Finite lived intangible assets, Accumulated Amortization | (539) | (243) |
Finite lived intangible assets, Net | $ 5,127 | $ 4,436 |
Finite-Lived Intangible Asset63
Finite-Lived Intangible Assets and Liability - Schedule of Estimated Future Amortization Expense (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Power purchase agreement [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 3,031 |
2,018 | 3,031 |
2,019 | 3,031 |
2,020 | 3,049 |
2,021 | 3,031 |
Thereafter | 16,932 |
Other intangible assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 363 |
2,018 | 363 |
2,019 | 363 |
2,020 | 363 |
2,021 | 363 |
Thereafter | $ 3,312 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 83,932 | $ 94,808 | $ 101,656 | $ 103,569 |
Restricted cash - current | 11,793 | 14,609 | 7,945 | 0 |
Trade receivables | 37,510 | 45,292 | ||
Prepaid expenses | 13,803 | 14,498 | ||
Other current assets | 6,216 | 6,891 | ||
Total current assets | 218,057 | 203,329 | ||
Restricted cash | 13,646 | 36,875 | $ 39,745 | $ 32,636 |
Property, plant and equipment, net of accumulated depreciation | 3,135,162 | 3,294,620 | ||
Intangible assets, net of accumulated amortization | 91,895 | 97,722 | ||
Other assets | 24,390 | 25,183 | ||
Total assets | 3,752,767 | 3,829,592 | ||
Accounts payable and other accrued liabilities | 31,305 | 42,776 | ||
Accrued construction costs | 1,098 | 23,565 | ||
Accrued interest | 9,545 | 9,035 | ||
Other current liabilities | 3,403 | 2,156 | ||
Total current liabilities | 366,875 | 520,687 | ||
Other long-term liabilities | 61,249 | 52,427 | ||
Total liabilities | 1,874,023 | $ 2,053,830 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 12,745 | |||
Restricted cash - current | 4,291 | |||
Trade receivables | 6,290 | |||
Prepaid expenses | 4,468 | |||
Other current assets | 1,456 | |||
Total current assets | 29,250 | |||
Restricted cash | 3,203 | |||
Property, plant and equipment, net of accumulated depreciation | 1,538,793 | |||
Intangible assets, net of accumulated amortization | 2,070 | |||
Other assets | 13,622 | |||
Total assets | 1,586,938 | |||
Accounts payable and other accrued liabilities | 12,635 | |||
Accrued construction costs | 709 | |||
Accrued interest | 77 | |||
Other current liabilities | 2,090 | |||
Total current liabilities | 15,511 | |||
Other long-term liabilities | 20,081 | |||
Total liabilities | $ 90,255 |
Unconsolidated Investments - Sc
Unconsolidated Investments - Schedule of Projects Accounted under Equity Method of Accounting (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Unconsolidated investments | $ 233,294 | $ 116,473 |
Armow [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Unconsolidated investments | $ 131,247 | 0 |
Ownership interest (percent) | 50.00% | |
South Kent [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Unconsolidated investments | $ 1,537 | $ 6,185 |
Ownership interest (percent) | 50.00% | 50.00% |
Grand [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Unconsolidated investments | $ 3,459 | $ 5,735 |
Ownership interest (percent) | 45.00% | 45.00% |
K2 [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Unconsolidated investments | $ 97,051 | $ 104,553 |
Ownership interest (percent) | 33.30% | 33.30% |
Unconsolidated Investments - Su
Unconsolidated Investments - Summary of Aggregated Balance Sheets and Operating Results (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Current assets | $ 105,539 | $ 94,834 | |
Non-current assets | 1,792,879 | 1,430,224 | |
Total assets | 1,898,418 | 1,525,058 | |
Current liabilities | 100,000 | 96,656 | |
Non-current liabilities | 1,803,962 | 1,406,779 | |
Total liabilities | 1,903,962 | 1,503,435 | |
Total equity | (5,544) | 21,623 | |
Total liabilities and equity | 1,898,418 | 1,525,058 | |
Revenue | 266,476 | 201,155 | $ 81,942 |
Cost of revenue | 98,567 | 77,695 | 37,908 |
Operating expenses | 2,174 | 2,666 | 3,265 |
Other expense | 79,608 | 73,540 | 91,359 |
Net income (loss) | $ 86,127 | $ 47,254 | $ (50,590) |
Unconsolidated Investments - Ad
Unconsolidated Investments - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 17, 2016 | Jun. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||||
Amortization of basis difference for equity method investment | $ 6,500 | $ 2,900 | $ 100 | ||||
Unconsolidated investments | $ 233,294 | 233,294 | $ 116,473 | ||||
Equity method distributions in excess of equity method investment | 19,900 | ||||||
Equity earnings in equity method investment, excluding gain on distribution | 600 | ||||||
Suspended equity losses in memo ledger | 4,600 | ||||||
Suspended other comprehensive income in memo ledger | 700 | ||||||
Equity earnings that offset previously suspended losses | 23,800 | ||||||
Memo Ledger Balance for Equity Method Investment | $ 0 | $ 0 | |||||
Grand [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
PPA of project (in years) | 20 years | ||||||
K2 [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest acquired (percent) | 33.33% | ||||||
PPA of project (in years) | 20 years | 20 years | |||||
Armow [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest acquired (percent) | 50.00% | ||||||
PPA of project (in years) | 20 years | 20 years | |||||
South Kent and Grand [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Unconsolidated investments | $ 0 |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long Term Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 20, 2015 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,605,462 | $ 1,823,447 | |
Debt Instrument, Unamortized Discount (Premium), Net | (17,019) | (21,244) | |
Unamortized financing costs | (24,771) | (31,317) | |
Long term debt, net | 1,563,672 | 1,770,886 | |
Long-term Line of Credit | 180,000 | 355,000 | |
Secured Debt, Current | 48,716 | 44,144 | |
Secured Long-term Debt, Noncurrent | 1,334,956 | 1,371,742 | |
Revolver credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 180,000 | 355,000 | |
Effective Interest Rate (percent) | 2.99% | ||
Long term debt, Maturity | December 2,018 | ||
Convertible senior notes 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 225,000 | 225,000 | |
Contractual interest rate (percent) | 4.00% | ||
Effective Interest Rate (percent) | 6.60% | ||
Long term debt, Maturity | July 2,020 | ||
El Arrayan EKF team loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 103,904 | 107,160 | |
Contractual interest rate (percent) | 5.56% | ||
Effective Interest Rate (percent) | 5.56% | ||
Long term debt, Maturity | March 2,029 | ||
Santa Isabel term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 107,090 | 109,973 | |
Contractual interest rate (percent) | 4.57% | ||
Effective Interest Rate (percent) | 4.57% | ||
Long term debt, Maturity | September 2,033 | ||
Ocotillo commercial term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 193,257 | 208,119 | |
Contractual interest rate (percent) | 2.75% | ||
Effective Interest Rate (percent) | 3.81% | ||
Long term debt, Maturity | August 2,020 | ||
Lost Creek term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 103,846 | 110,846 | |
Contractual interest rate (percent) | 2.89% | ||
Effective Interest Rate (percent) | 6.50% | ||
Long term debt, Maturity | September 2,027 | ||
El Arrayan commercial term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 94,458 | 97,418 | |
Contractual interest rate (percent) | 3.98% | ||
Effective Interest Rate (percent) | 5.15% | ||
Long term debt, Maturity | March 2,029 | ||
Spring Valley term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 130,658 | 132,670 | $ 133,200 |
Unamortized financing costs | $ (5,000) | ||
Contractual interest rate (percent) | 2.75% | ||
Effective Interest Rate (percent) | 5.26% | ||
Long term debt, Maturity | June 2,030 | ||
Ocotillo development term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 102,300 | 104,500 | |
Contractual interest rate (percent) | 3.10% | ||
Effective Interest Rate (percent) | 4.41% | ||
Long term debt, Maturity | August 2,033 | ||
St Joseph term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 162,356 | 158,181 | |
Contractual interest rate (percent) | 2.57% | ||
Effective Interest Rate (percent) | 3.85% | ||
Long term debt, Maturity | November 2,033 | ||
Hatchet Ridge financing lease obligation [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 202,593 | $ 214,580 | |
Contractual interest rate (percent) | 1.43% | ||
Effective Interest Rate (percent) | 1.43% | ||
Long term debt, Maturity | December 2,032 |
Long Term Debt - Summary of Pri
Long Term Debt - Summary of Principal Payments Due under Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 231,761 | |
2,018 | 60,615 | |
2,019 | 66,543 | |
2,020 | 426,794 | |
2,021 | 61,427 | |
Thereafter | 758,322 | |
Total | $ 1,605,462 | $ 1,823,447 |
Long Term Debt - Schedule of Re
Long Term Debt - Schedule of Reconciliation of Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Capitalized interest, commitment fees, and letter of credit fees | $ 0 | $ (6,607) | $ (2,856) |
Amortization of debt discount/premium, net | 4,226 | 1,660 | 0 |
Amortization of financing costs | 6,968 | 7,435 | 6,309 |
Other interest | 645 | 533 | 175 |
Interest expense | 78,004 | 77,907 | 67,694 |
Corporate level [Member] | |||
Debt Instrument [Line Items] | |||
Interest and commitment fees incurred | 18,171 | 9,983 | 2,635 |
Project level [Member] | |||
Debt Instrument [Line Items] | |||
Interest and commitment fees incurred | $ 47,994 | $ 64,903 | $ 61,431 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) | Nov. 17, 2015CAD | Oct. 20, 2015USD ($) | Oct. 19, 2015 | Sep. 03, 2015USD ($) | Sep. 02, 2015 | Jul. 30, 2015USD ($) | Dec. 31, 2010 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 16, 2015CAD | Jul. 28, 2015 | Apr. 29, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, net | $ 1,563,672,000 | $ 1,770,886,000 | |||||||||||
Credit agreement | 500,000,000 | ||||||||||||
Loss on early extinguishment of debt | 0 | 4,941,000 | $ 0 | ||||||||||
Outstanding principal balance | 1,605,462,000 | 1,823,447,000 | |||||||||||
Unamortized financing costs | $ 24,771,000 | 31,317,000 | |||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | ||||||||||||
Letters-of-credit outstanding | 27,200,000 | ||||||||||||
Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 0.50% | ||||||||||||
Revolving Credit Facility [Member] | Eurodollar [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 1.00% | ||||||||||||
St. Joseph term loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, net | CAD | CAD 219,000,000 | CAD 212,529,945 | |||||||||||
Credit agreement | CAD | 244,000,000 | ||||||||||||
Contractual interest rate (percent) | 5.95% | ||||||||||||
Letters-of-credit outstanding | CAD | CAD 25,000,000 | ||||||||||||
Percentage of interest rate set by interest rate swaps | 90.00% | ||||||||||||
Interest rate set by swap (percent) | 4.00% | ||||||||||||
Annual increase in interest rate set by swap (percent) | 0.125% | ||||||||||||
Period of increases to interest rate set by swap (in years) | 3 years | ||||||||||||
Loss on early extinguishment of debt | $ 800,000 | ||||||||||||
St. Joseph term loan [Member] | CDOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 1.625% | ||||||||||||
Basis spread on variable rate increase (percent) | 0.125% | ||||||||||||
Basis spread on variable rate increase period (in years) | 3 years | ||||||||||||
Spring Valley term loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual interest rate (percent) | 2.75% | ||||||||||||
Repayments of debt | $ 29,700,000 | ||||||||||||
Outstanding principal balance | 133,200,000 | $ 130,658,000 | 132,670,000 | ||||||||||
Amendment fees | 900,000 | ||||||||||||
Unamortized financing costs | $ 5,000,000 | ||||||||||||
Spring Valley term loan [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 1.75% | 2.375% | |||||||||||
Basis spread on variable rate increase (percent) | 0.125% | 0.25% | |||||||||||
Basis spread on variable rate increase period (in years) | 4 years | 4 years | |||||||||||
Lost Creek term loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual interest rate (percent) | 2.89% | ||||||||||||
Outstanding principal balance | $ 103,846,000 | 110,846,000 | |||||||||||
Amendment fees | $ 1,500,000 | ||||||||||||
Lost Creek term loan [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 1.65% | 2.75% | |||||||||||
Basis spread on variable rate increase (percent) | 0.125% | 0.25% | |||||||||||
Basis spread on variable rate increase period (in years) | 4 years | ||||||||||||
Third party legal and other fees | $ 700,000 | ||||||||||||
Lost Creek term loan [Member] | Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit agreement | $ 10,700,000 | ||||||||||||
Gulf Wind term loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on early extinguishment of debt | $ 4,100,000 | ||||||||||||
Outstanding principal balance | $ 154,100,000 | ||||||||||||
Voting interest acquired (percent) | 100.00% | ||||||||||||
Percentage of outstanding balance prepaid | 100.00% | ||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Construction loan facility | $ 0 | ||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Construction Loans [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit agreement | $ 199,100,000 | ||||||||||||
Contractual interest rate (percent) | 1.69% | ||||||||||||
Fowler RidgeIv Wind Farm Llc [Member] | Letter of Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Letters-of-credit outstanding | $ 22,500,000 | ||||||||||||
Letter of Credit, Reimbursement and Loan Agreement [Member] | REC Agreements [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Letters-of-credit outstanding | 11,200,000 | ||||||||||||
Letter of Credit, Reimbursement and Loan Agreement [Member] | Power purchase agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Letters-of-credit outstanding | $ 11,300,000 | ||||||||||||
Hatchet Ridge Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual interest rate (percent) | 1.43% | ||||||||||||
Outstanding principal balance | $ 202,593,000 | 214,580,000 | |||||||||||
Term (in years) | 22 years | ||||||||||||
Payments of financing lease obligations | $ 15,000,000 | $ 16,900,000 | $ 15,000,000 | ||||||||||
Minimum [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin on interest rate (percent) | 1.25% | ||||||||||||
Minimum [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 2.25% | ||||||||||||
Maximum [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin on interest rate (percent) | 1.75% | ||||||||||||
Maximum [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on interest rate (percent) | 2.75% |
Long Term Debt - Convertible Se
Long Term Debt - Convertible Senior Note (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2015$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Conversion ratio (shares per $1000 of debt) | 35.4925 | ||||
Carrying value of convertible senior notes | $ 202,910 | $ 197,362 | |||
Carrying value of the equity component | 23,743 | 23,743 | |||
Amortization of financing costs | 6,968 | 7,435 | $ 6,309 | ||
Amortization of debt discount | 4,226 | 1,660 | $ 0 | ||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate (percent) | 4.00% | ||||
Conversion price (in dollars per share) | $ / shares | $ 28.175 | ||||
Dividend threshold trigger (in dollars per share) | $ / shares | $ 0.363 | ||||
Principal | 225,000 | 225,000 | |||
Unamortized debt discount | (18,196) | (22,624) | |||
Equity issuance costs | $ 700 | ||||
Contractual coupon interest | 9,200 | ||||
Amortization of financing costs | 1,100 | ||||
Amortization of debt discount | 4,400 | ||||
Unamortized Debt Issuance Expense | $ (3,894) | $ (5,014) |
Asset Retirement Obligation - A
Asset Retirement Obligation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Asset Retirement Obligations [Line Items] | ||
Adjustment related to change in useful life | $ 0 | $ 1,907 |
Wind Farms Constructed After 2011 [Member] | ||
Asset Retirement Obligations [Line Items] | ||
Property, plant and equipment useful lives (in years) | 25 years | |
As Previously Reported [Member] | Wind Farms Constructed After 2011 [Member] | ||
Asset Retirement Obligations [Line Items] | ||
Property, plant and equipment useful lives (in years) | 20 years |
Asset Retirement Obligation - R
Asset Retirement Obligation - Reconciliation of Aggregate Carrying Amounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning asset retirement obligations | $ 42,197 | $ 29,272 |
Net additions during the year | 0 | 13,189 |
Foreign currency translation adjustment | 63 | (411) |
Adjustment related to change in useful life | 0 | (1,907) |
Accretion expense | 2,523 | 2,054 |
Ending asset retirement obligations | $ 44,783 | $ 42,197 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Classified as Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair Market Value, Assets Current | $ 17,578 | $ 24,338 |
Fair Market Value, Assets Long-Term | 26,712 | 44,014 |
Fair Market Value, Liabilities Current | 11,918 | 14,343 |
Fair Market Value, Liabilities Long-Term | 24,521 | 28,659 |
Designated as Hedging Instrument [Member] | Interest rate swaps [Member] | ||
Derivative [Line Items] | ||
Fair Market Value, Assets Current | 0 | 0 |
Fair Market Value, Assets Long-Term | 40 | 0 |
Fair Market Value, Liabilities Current | 8,289 | 10,034 |
Fair Market Value, Liabilities Long-Term | 21,058 | 24,360 |
Undesignated Derivative Instruments [Member] | Interest rate swaps [Member] | ||
Derivative [Line Items] | ||
Fair Market Value, Assets Current | 0 | 0 |
Fair Market Value, Assets Long-Term | 1,788 | 559 |
Fair Market Value, Liabilities Current | 3,238 | 4,309 |
Fair Market Value, Liabilities Long-Term | 3,463 | 4,299 |
Undesignated Derivative Instruments [Member] | Energy derivative [Member] | ||
Derivative [Line Items] | ||
Fair Market Value, Assets Current | 16,209 | 20,856 |
Fair Market Value, Assets Long-Term | 24,707 | 42,827 |
Fair Market Value, Liabilities Current | 0 | 0 |
Fair Market Value, Liabilities Long-Term | 0 | 0 |
Undesignated Derivative Instruments [Member] | Foreign currency forward [Member] | ||
Derivative [Line Items] | ||
Fair Market Value, Assets Current | 1,369 | 3,482 |
Fair Market Value, Assets Long-Term | 177 | 628 |
Fair Market Value, Liabilities Current | 391 | 0 |
Fair Market Value, Liabilities Long-Term | $ 0 | $ 0 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amount of Outstanding Derivatives (Details) CAD in Thousands, $ in Thousands | Dec. 31, 2016USD ($)MW | Dec. 31, 2016CADMW | Dec. 31, 2015USD ($)MW | Dec. 31, 2015CADMW | Dec. 31, 2010MW |
Designated as Hedging Instrument [Member] | Interest rate swaps [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 365,443 | CAD 196,425 | $ 379,808 | CAD 196,988 | |
Undesignated Derivative Instruments [Member] | Interest rate swaps [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ | $ 257,389 | $ 275,424 | |||
Undesignated Derivative Instruments [Member] | Energy derivative [Member] | |||||
Derivative [Line Items] | |||||
Energy Derivative, Notional Amount | MW | 1,201,691 | 1,201,691 | 1,707,350 | 1,707,350 | 504,220 |
Undesignated Derivative Instruments [Member] | Foreign currency forward [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | CAD | CAD 95,800 | CAD 62,300 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Effects of Cash Flow Hedges on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) recognized in OCI, Effective portion | $ (6,751) | $ (16,163) | $ (33,444) |
Interest expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | (7,462) | (12,234) | (13,774) |
Gains (losses) reclassified from accumulated OCI into Income, Ineffective portion | 346 | (809) | 0 |
Realized loss on designated derivatives, net [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | 0 | (11,221) | 0 |
Loss (gain) on undesignated derivatives, net [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | $ 0 | $ (5,918) | $ 0 |
Derivative Instruments - Summ78
Derivative Instruments - Summary of Effects of Undesignated Derivatives on Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | Oct. 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Not Designated as Hedging Instrument [Member] | Change in Fair Value [Member] | Interest Rate Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on interest rate derivatives | $ 3,137 | $ (5,758) | $ (11,668) | |
Not Designated as Hedging Instrument [Member] | Change in Fair Value [Member] | Energy derivative [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on energy derivatives | (22,767) | (792) | (3,878) | |
Not Designated as Hedging Instrument [Member] | Change in Fair Value [Member] | Foreign currency forward [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on foreign currency forward contracts | (2,955) | 4,110 | 0 | |
Not Designated as Hedging Instrument [Member] | Derivative Settlements [Member] | Interest Rate Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on interest rate derivatives | (4,965) | (4,838) | (4,075) | |
Not Designated as Hedging Instrument [Member] | Derivative Settlements [Member] | Energy derivative [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on energy derivatives | 21,586 | 20,568 | 13,525 | |
Not Designated as Hedging Instrument [Member] | Derivative Settlements [Member] | Foreign currency forward [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on foreign currency forward contracts | $ 1,459 | $ 996 | $ 0 | |
Spring Valley term loan [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | $ 5,900 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Thousands | Oct. 20, 2015USD ($) | Jul. 28, 2015USD ($) | Dec. 31, 2016USD ($)MW | Dec. 31, 2010MW | Dec. 31, 2015USD ($)MW | Jul. 30, 2015USD ($) |
Derivative [Line Items] | ||||||
Accumulated other comprehensive loss will be reclassified into earnings over the next twelve months | $ 7,000 | |||||
Outstanding principal balance | 1,605,462 | $ 1,823,447 | ||||
Funds deposited by counterparty | 43,635 | 0 | ||||
Counterparty deposit liability | $ 43,635 | $ 0 | ||||
Interest rate swaps [Member] | Minimum [Member] | Designated as Hedging Instrument [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 130 months | |||||
Interest rate swaps [Member] | Minimum [Member] | Undesignated Derivative Instruments [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 50 months | |||||
Interest rate swaps [Member] | Maximum [Member] | Designated as Hedging Instrument [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 238 months | |||||
Interest rate swaps [Member] | Maximum [Member] | Undesignated Derivative Instruments [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 162 months | |||||
Foreign currency forward [Member] | Minimum [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 1 month | |||||
Foreign currency forward [Member] | Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Remaining Maturity | 18 months | |||||
Energy derivative [Member] | Undesignated Derivative Instruments [Member] | ||||||
Derivative [Line Items] | ||||||
Energy Derivative, Notional Amount | MW | 1,201,691 | 504,220 | 1,707,350 | |||
Spring Valley term loan [Member] | ||||||
Derivative [Line Items] | ||||||
Repayments of debt | $ 29,700 | |||||
Outstanding principal balance | 133,200 | $ 130,658 | $ 132,670 | |||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | $ (5,900) | |||||
Gulf Wind term loan [Member] | ||||||
Derivative [Line Items] | ||||||
Outstanding principal balance | $ 154,100 | |||||
Gains (losses) reclassified from accumulated OCI into Income, Effective portion | $ 11,200 | |||||
Loss on termination of derivative | $ 200 | |||||
Gulf Wind [Member] | Interest rate cap [Member] | ||||||
Derivative [Line Items] | ||||||
Term of debt expected to be refinanced (in years) | 10 years | |||||
Interest rate cap protection percentage | 6.00% |
Accumulated Other Comprehensi80
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,775,762 | $ 1,164,734 | $ 568,004 | |
Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives | 7,462 | 12,234 | 13,774 | |
Net current period other comprehensive income | 11,129 | (19,965) | (36,536) | |
Ending balance | 1,878,744 | 1,775,762 | 1,164,734 | |
Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 | 891,246 | 944,262 | 530,586 | $ 99,794 |
Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 | 987,498 | 831,500 | ||
Foreign Currency [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (48,285) | (19,338) | (8,463) | |
Other comprehensive loss before reclassifications | 4,785 | (28,947) | (10,875) | |
Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | |
Net current period other comprehensive income | 4,785 | (28,947) | (10,875) | |
Ending balance | (43,500) | (48,285) | (19,338) | |
Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 | 0 | |||
Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 | (43,500) | |||
Effective Portion of Change in Fair Value of Derivatives [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (13,462) | (26,672) | (7,002) | |
Other comprehensive loss before reclassifications | (6,751) | (16,163) | (33,444) | |
Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives | 17,139 | |||
Amounts reclassified from accumulated other comprehensive loss | 7,462 | 12,234 | 13,774 | |
Net current period other comprehensive income | 711 | 13,210 | (19,670) | |
Ending balance | (12,751) | (13,462) | (26,672) | |
Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 | (382) | |||
Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 | (12,369) | |||
Proportionate Share of Equity Investee's OCI [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (12,131) | (7,903) | (1,912) | |
Other comprehensive loss before reclassifications | 1,039 | (6,640) | (5,991) | |
Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 4,594 | 2,412 | 0 | |
Net current period other comprehensive income | 5,633 | (4,228) | (5,991) | |
Ending balance | (6,498) | (12,131) | (7,903) | |
Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 | 0 | |||
Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 | (6,498) | |||
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (73,878) | (53,913) | (17,377) | |
Other comprehensive loss before reclassifications | (927) | (51,750) | (50,310) | |
Amounts reclassified from accumulated other comprehensive loss due to termination/de-designation of interest rate derivatives | 17,139 | |||
Amounts reclassified from accumulated other comprehensive loss | 12,056 | 14,646 | 13,774 | |
Net current period other comprehensive income | 11,129 | (19,965) | (36,536) | |
Ending balance | (62,749) | $ (73,878) | $ (53,913) | |
Less: accumulated other comprehensive loss attributable to noncontrolling interest, December 31, 2016 | (382) | |||
Accumulated other comprehensive loss attributable to Pattern Energy, December 31, 2016 | $ (62,367) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Required Fair Value Measurement on Recurring Basis (Detail) - Recurring Measurement Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 44,290 | $ 68,352 |
Liabilities | 36,439 | 43,002 |
Interest rate swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,828 | 559 |
Liabilities | 36,048 | 43,002 |
Energy derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 40,916 | 63,683 |
Foreign currency forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,546 | 4,110 |
Liabilities | 391 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Interest rate swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Energy derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 1 | Foreign currency forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,374 | 4,669 |
Liabilities | 36,439 | 43,002 |
Level 2 | Interest rate swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,828 | 559 |
Liabilities | 36,048 | 43,002 |
Level 2 | Energy derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Foreign currency forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,546 | 4,110 |
Liabilities | 391 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 40,916 | 63,683 |
Liabilities | 0 | 0 |
Level 3 | Interest rate swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 3 | Energy derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 40,916 | 63,683 |
Level 3 | Foreign currency forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | $ 0 |
Liabilities | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Level 3 Assets and Liabilities (Detail) - Level 3 - Energy derivative [Member] - Recurring Measurement Basis [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of year | $ 63,683 | $ 64,475 | |
Total gains (losses) included in electricity sales | (1,181) | 19,776 | |
Settlements | (21,586) | (20,568) | |
Balance at end of year | 40,916 | 63,683 | $ 64,475 |
Unrealized losses recognized | $ (22,800) | $ (800) | $ (3,900) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Level 3 Inputs, Quantitative Information (Details) - Energy derivative [Member] $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Minimum [Member] | Discounted Cash Flow [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Forward electricity price (in dollars per Mwh) | 15.83 | 12.48 | |
Discount rate (percent) | 1.00% | 0.61% | |
Maximum [Member] | Discounted Cash Flow [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Forward electricity price (in dollars per Mwh) | 81.76 | 74.94 | |
Discount rate (percent) | 1.52% | 1.46% | |
Recurring Measurement Basis [Member] | Level 3 | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Energy derivative | $ 40,916 | $ 63,683 | $ 64,475 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Fair Values of Financial Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, as reflected on balance sheets | $ 1,563,672 | $ 1,770,886 |
Long-term debt excluding revolving credit facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, as reflected on balance sheets | 1,383,672 | 1,415,886 |
Long-term debt, fair value | 1,382,038 | 1,382,149 |
Long-term debt excluding revolving credit facility [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Long-term debt excluding revolving credit facility [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 1,382,038 | 1,382,149 |
Long-term debt excluding revolving credit facility [Member] | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
Income Taxes - Components of Ta
Income Taxes - Components of Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 378 | 489 | 182 |
Total current expense | 378 | 489 | 182 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 8,301 | 4,454 | 2,954 |
Total deferred expense | 8,301 | 4,454 | 2,954 |
Total provision for income taxes | $ 8,679 | $ 4,943 | $ 3,136 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (71,405) | $ (66,883) | $ (34,788) |
Foreign | 27,785 | 16,219 | (2,075) |
Total | $ (43,620) | $ (50,664) | $ (36,863) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate to Effective Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Computed tax at statutory rate | 35.00% | 35.00% | 35.00% |
Adjustment for income in non-taxable entities allocable to noncontrolling interest | (25.60%) | (13.00%) | (7.60%) |
Tax rate differential on pre-tax book income | (16.90%) | (6.60%) | 5.60% |
Local tax on branch profits/(losses)—Puerto Rico | 0.00% | 0.30% | 1.60% |
Permanent book/tax differences (domestic only) | (0.20%) | (0.10%) | (0.10%) |
Valuation allowance | (18.80%) | (25.10%) | (33.40%) |
Chilean shareholder benefit due to tax regime change | 0.70% | 0.40% | (3.60%) |
Tax credits | 7.60% | 0.00% | 0.00% |
Change in tax rate due to change in Chilean tax regime | 0.00% | 0.00% | (6.20%) |
Other | (1.60%) | (0.70%) | 0.10% |
ARRA Section 1603 grant-basis reduction deferred tax assets | 0.00% | 0.00% | 0.00% |
Effective income tax rate | (19.80%) | (9.80%) | (8.60%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accruals and prepaids | $ 2,331 | $ 592 |
Basis difference in derivatives | 3,411 | 7,392 |
Hatchet Ridge financing | 27,521 | 27,096 |
Asset retirement obligation | 9,012 | 9,064 |
Unrealized loss on derivatives | 6,372 | 9,132 |
Net operating loss carryforwards | 339,203 | 242,100 |
Partnership interest | 0 | 18,536 |
Basis difference in foreign subsidiaries | 0 | 104 |
Tax credits | 9,939 | 6,501 |
Total gross deferred tax assets | 397,789 | 320,517 |
Less: Valuation allowance | (144,056) | (135,273) |
Total gross deferred tax assets net of valuation allowance | ||
Total gross deferred tax assets net of valuation allowance | 253,733 | 185,244 |
Deferred tax liabilities: | ||
Property, plant and equipment | (246,267) | (193,833) |
Partnership interest | (27,440) | 0 |
Basis difference in foreign subsidiaries | (865) | 0 |
Deferred interest, commitment fees and financing costs | (4,543) | 0 |
Other deferred tax liabilities | (818) | (6,790) |
Total gross deferred tax liabilities | (279,933) | (200,623) |
Total net deferred tax assets/(liabilities) | ||
Total net deferred tax assets/(liabilities) | $ (26,200) | $ (15,379) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Net change in valuation allowance | $ 9,000 | |
Tax Credit Carryforward, Amount | 11,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 |
Special tax rate related to tax holiday (percent) | 4.00% | |
Duration of tax holiday (in years) | 25 years | |
Tax holiday impact on foreign deferred tax expense | $ 200 | |
Class A Common Stock [Member] | ||
Income Taxes [Line Items] | ||
Tax holiday impact on net income per share of basic and diluted (in dollars per share) | $ 0.002 | |
Domestic [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 817,000 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 141,000 | |
Canada | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 88,000 | |
Puerto Rico | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 4,000 | |
Chile | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 64,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 22, 2016 | Aug. 22, 2016 | Aug. 12, 2016 | May 09, 2016 | Jul. 28, 2015 | Feb. 09, 2015 | Oct. 31, 2012 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||||||||||
Issuance of common stock, shares | 1,300,000 | 10,000,000 | ||||||||||||||||
Proceeds from public offering, net of issuance costs | $ 286,298 | $ 317,432 | $ 286,757 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 258,600 | |||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Stock to be Issued, Value | $ 200,000 | |||||||||||||||||
Shares Sold Under the Equity Distribution Agreement | 1,240,504 | |||||||||||||||||
Net Proceeds from Issuances Under Equity Distribution Agreement | $ 27,500 | |||||||||||||||||
Fees and Commissions | $ 0 | |||||||||||||||||
Common stock voting rights | Holders of the Company’s Class A common stock as of December 31, 2016 are entitled to one vote per share on all matters submitted to a vote of stockholders and will vote as a single class under all circumstances. | |||||||||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | ||||||||||||||||
Maximum shares for over-allotment option | 1,500,000 | |||||||||||||||||
Preferred stock, issued | 0 | 0 | 0 | 0 | ||||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | ||||||||||||||
Parent Company [Member] | ||||||||||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||||||||||
Proceeds from public offering, net of issuance costs | $ 286,298 | $ 317,432 | $ 286,757 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||||||||||
Issuance of common stock, shares | 5,435,000 | 12,000,000 | 100 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 120,800 | $ 196,200 | ||||||||||||||||
Dividends declared (in dollars per share) | $ 0.408 | $ 0.4 | $ 0.39 | $ 0.381 | $ 0.37 | $ 0.36 | $ 0.35 | $ 0.34 | $ 1.58 | $ 1.43 | $ 1.30 | |||||||
Dividend declared date | Nov. 4, 2016 | Aug. 3, 2016 | May 4, 2016 | Feb. 24, 2016 | ||||||||||||||
Dividend payment, date of stockholders record | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | ||||||||||||||
Dividend payable date | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 29, 2016 | Apr. 29, 2016 | ||||||||||||||
Class A Common Stock [Member] | Pattern Development [Member] | ||||||||||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||||||||||
Issuance of common stock, shares | 5,000,000 | |||||||||||||||||
Class A Common Stock [Member] | Parent Company [Member] | ||||||||||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ||||||||||||||||||
Issuance of common stock, shares | 7,000,000 | |||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Stockholders' Equity Noncontrol
Stockholders' Equity Noncontrolling Interest Balances by Projects (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 891,246 | $ 944,262 | $ 530,586 | $ 99,794 |
El Arrayán | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 32,237 | $ 34,224 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | 30.00% | ||
Logan's Gap | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 180,092 | $ 190,397 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 18.00% | 18.00% | ||
Panhandle 1 | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 190,415 | $ 195,791 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 21.00% | 21.00% | ||
Panhandle 2 | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 170,139 | $ 184,773 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.00% | 19.00% | ||
Post Rock [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 178,676 | $ 196,346 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | 40.00% | ||
Fowler RidgeIv Wind Farm Llc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 139,687 | $ 142,731 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 35.00% | 35.00% |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | $ 944,262 | $ 530,586 | $ 944,262 | $ 530,586 | $ 99,794 | ||||||
Contributions from noncontrolling interests | 334,231 | 406,163 | |||||||||
Increase in noncontrolling interest from acquisition | 205,100 | 35,259 | |||||||||
Buyout of noncontrolling interest | (95,047) | ||||||||||
Distributions to noncontrolling interests | (17,896) | (7,882) | (2,100) | ||||||||
Other | (103) | ||||||||||
Net loss | $ (10,350) | $ (7,037) | $ (12,423) | (5,378) | $ (6,327) | $ (5,927) | $ (8,660) | (2,160) | (35,188) | (23,074) | (8,709) |
Other comprehensive loss, net of tax | 171 | 348 | 179 | ||||||||
Ending balance | 891,246 | 944,262 | 891,246 | 944,262 | 530,586 | ||||||
Capital [Member] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | 972,241 | 529,539 | 972,241 | 529,539 | 90,217 | ||||||
Contributions from noncontrolling interests | 334,231 | 406,163 | |||||||||
Increase in noncontrolling interest from acquisition | 205,100 | 35,259 | |||||||||
Buyout of noncontrolling interest | (88,747) | ||||||||||
Distributions to noncontrolling interests | (17,896) | (7,882) | (2,100) | ||||||||
Other | (103) | ||||||||||
Ending balance | 954,242 | 972,241 | 954,242 | 972,241 | 529,539 | ||||||
Accumulated Income (Loss) [Member] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | (27,426) | 9,892 | (27,426) | 9,892 | 18,601 | ||||||
Buyout of noncontrolling interest | (14,244) | ||||||||||
Net loss | (35,188) | (23,074) | (8,709) | ||||||||
Ending balance | (62,614) | (27,426) | (62,614) | (27,426) | 9,892 | ||||||
Accumulated Other Comprehensive Loss [Member] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | $ (553) | $ (8,845) | (553) | (8,845) | (9,024) | ||||||
Buyout of noncontrolling interest | 7,944 | ||||||||||
Other comprehensive loss, net of tax | 171 | 348 | 179 | ||||||||
Ending balance | $ (382) | $ (553) | (382) | (553) | (8,845) | ||||||
Noncontrolling Interest [Member] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Increase in noncontrolling interest from acquisition | 205,100 | 35,259 | |||||||||
Distributions to noncontrolling interests | $ (17,896) | $ (7,882) | $ (2,100) |
Equity Incentive Award Plan - W
Equity Incentive Award Plan - Weighted Average Assumptions (Detail) - TSR-RSAs [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 35.00% | 30.00% |
Risk-free interest rate (percent) | 1.11% | 0.80% |
Expected life (in years) | 2 years 9 months 20 days | 2 years 8 months 15 days |
Equity Incentive Award Plan - S
Equity Incentive Award Plan - Summary of Restricted Stock Awards Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
TSR-RSAs [Member] | |||
Shares | |||
Nonvested at December 31, 2015 | 85,268 | ||
Granted | 136,442 | ||
Vested | 0 | ||
Forfeited | 0 | ||
Repurchased for employee tax withholding | 0 | ||
Nonvested at December 31, 2016 | 221,710 | 85,268 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 39.16 | ||
Granted (in dollars per share) | 20.63 | ||
Ending balance (in dollars per share) | $ 27.76 | $ 39.16 | |
RSAs [Member] | |||
Shares | |||
Nonvested at December 31, 2015 | 122,868 | ||
Granted | 151,462 | ||
Vested | (86,103) | ||
Forfeited | (16,199) | ||
Repurchased for employee tax withholding | (45,663) | ||
Nonvested at December 31, 2016 | 126,365 | 122,868 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 27.71 | ||
Granted (in dollars per share) | 18.76 | $ 29.58 | $ 27.63 |
Vested (in dollars per share) | 24.02 | ||
Forfeited (in dollars per shares) | 23.12 | ||
Repurchased for employee tax withholding (in dollars per share) | 23.99 | ||
Ending balance (in dollars per share) | $ 21.45 | 27.71 | |
RSUs [Member] | |||
Shares | |||
Granted | 25,768 | ||
Vested | (25,768) | ||
Nonvested at December 31, 2016 | 0 | ||
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 20.29 | $ 25.94 |
Equity Incentive Award Plan - A
Equity Incentive Award Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized to be issued under plan | 3,000,000 | |||
Options outstanding, shares | 429,962 | |||
Stock-based compensation expense | $ 5,391,000 | $ 4,462,000 | $ 4,105,000 | |
Shares issued upon exercise of options | 0 | 0 | 14,861 | |
Option forfeited and expired (shares) | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 8 months 1 day | |||
Cash received from exercise of stock options | $ 300,000 | |||
Aggregate intrinsic value of stock options exercised | 100,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 429,962 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 22 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 429,962 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 22 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 8 months 1 day | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | |||
Class A Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,264,763 | |||
TSR-RSAs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 136,442 | |||
Unrecorded stock-based compensation expense | $ 2,300,000 | |||
Unrecorded stock-based compensation expense period of amortization (in years) | 23 months | |||
Weighted average grant date fair value of grants in period (in dollars per share) | $ 20.63 | |||
Vested (shares) | 0 | |||
Restricted stock awards unvested | 221,710 | 85,268 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 287,904 | |||
RSAs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 151,462 | |||
Unrecorded stock-based compensation expense | $ 2,600,000 | |||
Unrecorded stock-based compensation expense period of amortization (in years) | 20 months | |||
Fair value of restricted stock awards vested | $ 2,100,000 | $ 1,700,000 | $ 2,200,000 | |
Weighted average grant date fair value of grants in period (in dollars per share) | $ 18.76 | $ 29.58 | $ 27.63 | |
Vested (shares) | 86,103 | |||
Vested (in dollars per share) | $ 24.02 | |||
Restricted stock awards unvested | 126,365 | 122,868 | ||
Performance RSAs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 600,000 | |||
Vested (shares) | 27,717 | |||
Vested (in dollars per share) | $ 27.03 | |||
RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 25,768 | |||
Fair value of restricted stock awards vested | $ 500,000 | $ 600,000 | ||
Weighted average grant date fair value of grants in period (in dollars per share) | $ 20.29 | $ 25.94 | ||
Vested (shares) | 25,768 | |||
Restricted stock awards unvested | 0 |
Loss Per Share (Detail)
Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share Reconciliation [Abstract] | ||||||||||||
Potentially dilutive securities excluded from earnings per share calculation (shares) | 8,000,000 | 3,500,000 | 15,600,000 | |||||||||
Numerator for basic and diluted loss per share: | ||||||||||||
Net loss attributable to Pattern Energy | $ 13,795 | $ (4,013) | $ (3,223) | $ (23,670) | $ 2,454 | $ (29,405) | $ 14,317 | $ (19,899) | $ (17,111) | $ (32,533) | $ (31,290) | |
Less: earnings allocated to participating securities | (53) | (32) | 0 | |||||||||
Undistributed loss attributable to common stockholders | (145,587) | (135,426) | (110,167) | |||||||||
Class A Common Stock [Member] | ||||||||||||
Numerator for basic and diluted loss per share: | ||||||||||||
Distributed Earnings | $ (128,423) | $ (102,861) | $ (56,976) | |||||||||
Weighted average number of shares: | ||||||||||||
Weighted average number of shares - Basic and diluted (in shares) | 70,535,568 | 79,382,388 | 70,535,568 | 42,361,959 | ||||||||
Calculation of basic and diluted earnings (loss) per share: | ||||||||||||
Earnings Per Share, Basic, Distributed | $ 1.62 | $ 1.46 | $ 1.34 | |||||||||
Earnings Per Share, Basic, Undistributed | (1.83) | (1.92) | (1.90) | |||||||||
Basic loss per share (in dollars per share) | (0.22) | (0.46) | (0.56) | |||||||||
Diluted loss per share (in dollars per share) | (0.22) | (0.46) | (0.56) | |||||||||
Basic and diluted loss per share | $ 0.16 | $ (0.05) | $ (0.04) | $ (0.32) | $ 0.03 | $ (0.40) | $ 0.21 | $ (0.30) | (0.22) | (0.46) | (0.56) | |
Dividends declared per Class A common share | $ 0.408 | $ 0.4 | $ 0.39 | $ 0.381 | $ 0.37 | $ 0.36 | $ 0.35 | $ 0.34 | $ 1.58 | $ 1.43 | $ 1.30 | |
Class B Common Stock [Member] | ||||||||||||
Numerator for basic and diluted loss per share: | ||||||||||||
Deemed Dividends Common Stock | $ (21,901) | |||||||||||
Weighted average number of shares: | ||||||||||||
Weighted average number of shares - Basic and diluted (in shares) | 15,555,000 | |||||||||||
Calculation of basic and diluted earnings (loss) per share: | ||||||||||||
Earnings Per Share, Basic, Undistributed | $ (1.90) | |||||||||||
Basic and diluted loss per share | (0.49) | |||||||||||
Deemed dividends (in dollars per share) | $ 1.41 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Commitments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Acquisition, purchase and other commitments | |
2017 - Purchase, construction and other commitments | $ 269,276 |
2018 - Purchase, construction and other commitments | 528 |
2019 - Purchase, construction and other commitments | 436 |
2020 - Purchase, construction and other commitments | 424 |
2021 - Purchase, construction and other commitments | 374 |
Thereafter - Purchase, construction and other commitments | 4,055 |
Total - Purchase, construction and other commitments | 275,093 |
Operating leases | |
2017 - Operating leases | 13,714 |
2018 - Operating leases | 14,067 |
2019 - Operating leases | 14,543 |
2020 - Operating leases | 14,703 |
2021 - Operating leases | 15,267 |
Thereafter - Operating leases | 256,334 |
Total - Operating leases | 328,628 |
Service and maintenance agreements | |
2017 - Service and maintenance agreements | 53,534 |
2018 - Service and maintenance agreements | 40,908 |
2019 - Service and maintenance agreements | 34,206 |
2020 - Service and maintenance agreements | 31,374 |
2021 - Service and maintenance agreements | 31,983 |
Thereafter - Service and maintenance agreements | 118,198 |
Total - Service and maintenance agreements | 310,203 |
Total commitments | |
2017 - Total commitments | 336,524 |
2018 - Total commitments | 55,503 |
2019 - Total commitments | 49,185 |
2019 - Total commitments | 46,501 |
2020 - Total commitments | 47,624 |
Thereafter - Total commitments | 378,587 |
Contractual Obligation | $ 913,924 |
Commitments and Contingencies98
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Jun. 30, 2016USD ($)kVMW | Sep. 30, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Other Commitments [Line Items] | |||||
Purchase Obligation | $ 275,093 | ||||
Annual inflation price adjustment percentage | 2.00% | ||||
Cost of Services, Maintenance Costs | $ 53,400 | $ 42,900 | $ 26,700 | ||
Power Sale Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Letters-of-credit outstanding | 106,900 | ||||
Project Finance Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Letters-of-credit outstanding | 108,500 | ||||
Turbine manufacturers [Member] | |||||
Other Commitments [Line Items] | |||||
Turbine availability bonus payable | $ 2,900 | ||||
Service and Maintenance Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Agreement term (in years) | 18 years | ||||
Broadview [Member] | |||||
Other Commitments [Line Items] | |||||
Ownership interest committed to acquire | 84.00% | ||||
Power generation capacity | MW | 324 | ||||
Purchase Obligation | $ 269,000 | ||||
Western Interconnect transmission line [Member] | |||||
Other Commitments [Line Items] | |||||
Ownership interest committed to acquire | 99.00% | ||||
Transmission-level voltage | kV | 345 | ||||
Minimum [Member] | Power Sale Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Termination Date | 2,019 | ||||
Maximum [Member] | Power Sale Agreements [Member] | |||||
Other Commitments [Line Items] | |||||
Termination Date | 2,039 | ||||
Land (lease) [Member] | |||||
Other Commitments [Line Items] | |||||
Operating Leases, Rent Expense | $ 13,100 | $ 12,000 | $ 8,800 | ||
Office lease [Member] | General and Administrative Expense [Member] | |||||
Other Commitments [Line Items] | |||||
Operating Leases, Rent Expense | 2,900 | ||||
Office lease [Member] | Cost of Sales [Member] | |||||
Other Commitments [Line Items] | |||||
Operating Leases, Rent Expense | $ 0 |
Related Party Transactions Rela
Related Party Transactions Related Party Receivable and Payable (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Related party receivable | $ 1.1 | $ 0.7 |
Related party payable | 1.3 | 1.6 |
Pattern Development 1.0 [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivable | 0.4 | 0.2 |
Related party payable | 1.3 | 1.6 |
Pattern Development 2.0 [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivable | 0.2 | 0 |
Unconsolidated Equity Method Investments [Member] | ||
Related Party Transaction [Line Items] | ||
Related party receivable | $ 0.5 | $ 0.5 |
Related Party Transactions R100
Related Party Transactions Related Party Revenue and Expense Included in Combined Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Related party revenue | $ 5,793 | $ 3,640 | $ 3,317 |
Related party income | 5,074 | 2,665 | 2,612 |
Related party general and administrative expense | $ 9,900 | $ 7,589 | $ 5,787 |
Related Party Transactions R101
Related Party Transactions Related Party Purchase Agreements (Detail) - USD ($) $ in Millions | Oct. 17, 2016 | Jul. 28, 2015 | Jun. 17, 2015 | Apr. 29, 2015 |
Armow [Member] | Pattern Development 1.0 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 132.3 | |||
Debt Assumed | $ 193.6 | |||
Gulf Wind [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 72.8 | |||
Gulf Wind [Member] | Pattern Development 1.0 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 13 | |||
Fowler RidgeIv Wind Farm Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 37.5 | |||
Fowler RidgeIv Wind Farm Llc [Member] | Pattern Development 1.0 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 37.5 | |||
K2 [Member] | Pattern Development 1.0 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price | $ 132.4 | |||
Debt Assumed | $ 221.8 |
Related Party Transactions R102
Related Party Transactions Related Party Contingent Obligations Payments (Details) - Pattern Development 1.0 [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Grand [Member] | ||
Related Party Transaction [Line Items] | ||
Contingent Obligation, Payments | $ 1.8 | |
K2 [Member] | ||
Related Party Transaction [Line Items] | ||
Contingent Obligation, Payments | $ 4 | |
Fowler RidgeIv Wind Farm Llc [Member] | ||
Related Party Transaction [Line Items] | ||
Contingent Obligation, Payments | $ 27.2 |
Related Party Transactions Addi
Related Party Transactions Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 5.00% | ||
Defined Contribution Plan, Administrative Expenses | $ 0.7 | $ 0.5 | $ 0.3 |
Selected Quarterly Financial104
Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 81,061 | $ 91,914 | $ 93,438 | $ 87,639 | $ 90,597 | $ 89,697 | $ 84,671 | $ 64,866 | $ 354,052 | $ 329,831 | $ 265,493 |
Gross profit | 5,490 | 16,837 | 16,401 | 11,982 | 16,674 | 22,250 | 22,348 | 10,564 | 50,710 | 71,836 | 83,301 |
Net income (loss) | 3,445 | (11,050) | (15,646) | (29,048) | (3,873) | (35,332) | 5,657 | (22,059) | (52,299) | (55,607) | (39,999) |
Net loss attributable to noncontrolling interest | (10,350) | (7,037) | (12,423) | (5,378) | (6,327) | (5,927) | (8,660) | (2,160) | (35,188) | (23,074) | (8,709) |
Net income (loss) attributable to Pattern Energy | $ 13,795 | $ (4,013) | $ (3,223) | $ (23,670) | $ 2,454 | $ (29,405) | $ 14,317 | $ (19,899) | $ (17,111) | $ (32,533) | $ (31,290) |
Class A Common Stock [Member] | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Basic and diluted earnings (loss) per share—Class A common stock | $ 0.16 | $ (0.05) | $ (0.04) | $ (0.32) | $ 0.03 | $ (0.40) | $ 0.21 | $ (0.30) | $ (0.22) | $ (0.46) | $ (0.56) |
Dividends declared per Class A common share | $ 0.408 | $ 0.4 | $ 0.39 | $ 0.381 | $ 0.37 | $ 0.36 | $ 0.35 | $ 0.34 | $ 1.58 | $ 1.43 | 1.30 |
Class B Common Stock [Member] | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Basic and diluted earnings (loss) per share—Class A common stock | $ (0.49) |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2017 | Jan. 20, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 25, 2017 | Jul. 31, 2015 |
Subsequent Event [Line Items] | |||||||
Proceeds from long-term debt | $ 0 | $ 164,973 | $ 0 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Dividends payable (in dollars per share) | $ 0.41375 | ||||||
Dividends payable annualized (in dollars per share) | $ 1.655 | ||||||
Change in dividend payable percentage | 1.40% | ||||||
Senior Notes [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 350,000 | ||||||
Proceeds from long-term debt | $ 345,000 | ||||||
Interest rate (percent) | 5.875% | ||||||
Convertible Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 225,000 | $ 225,000 | |||||
Interest rate (percent) | 4.00% |
Schedule I-Condensed Parent-106
Schedule I-Condensed Parent-Company Financial Statements - Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 83,932 | $ 94,808 | $ 101,656 | $ 103,569 |
Related party receivable | 1,134 | 734 | ||
Derivative assets, current | 17,578 | 24,338 | ||
Prepaid expenses | 13,803 | 14,498 | ||
Other current assets | 6,216 | 6,891 | ||
Total current assets | 218,057 | 203,329 | ||
Restricted cash | 13,646 | 36,875 | 39,745 | 32,636 |
Property, plant and equipment, net of accumulated depreciation | 3,135,162 | 3,294,620 | ||
Unconsolidated investments | 233,294 | 116,473 | ||
Derivative assets | 26,712 | 44,014 | ||
Deferred financing costs, net of accumulated amortization | 2,456 | 2,121 | ||
Net deferred tax assets | 5,559 | 6,804 | ||
Intangible assets, net of accumulated amortization | 91,895 | 97,722 | ||
Other assets | 24,390 | 25,183 | ||
Total assets | 3,752,767 | 3,829,592 | ||
Current liabilities: | ||||
Accounts payable and other accrued liabilities | 31,305 | 42,776 | ||
Related party payable | 1,295 | 1,646 | ||
Accrued interest | 9,545 | 9,035 | ||
Dividend payable | 35,960 | 28,022 | ||
Derivative liabilities, current | 11,918 | 14,343 | ||
Total current liabilities | 366,875 | 520,687 | ||
Long-term debt, net of financing costs of $5,468 and $5,014 as of December 31, 2016 and 2015, respectively | 1,334,956 | 1,371,742 | ||
Other long-term liabilities | 61,249 | 52,427 | ||
Total liabilities | 1,874,023 | 2,053,830 | ||
Equity: | ||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,410,687 and 74,644,141 shares outstanding as of December 31, 2016 and 2015, respectively | 875 | 747 | ||
Additional paid-in capital | 1,145,760 | 982,814 | ||
Accumulated loss | (94,270) | (77,159) | ||
Accumulated other comprehensive loss | (62,367) | (73,325) | ||
Treasury stock, at cost; 110,964 and 65,301 shares of Class A common stock as of December 31, 2016 and 2015, respectively | (2,500) | (1,577) | ||
Total equity | 1,878,744 | 1,775,762 | $ 1,164,734 | $ 568,004 |
Total liabilities and equity | 3,752,767 | 3,829,592 | ||
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 12,014 | 26,938 | ||
Related party receivable | 4,653 | 3,050 | ||
Derivative assets, current | 1,369 | 3,482 | ||
Prepaid expenses | 583 | 487 | ||
Other current assets | 229 | 381 | ||
Deferred financing costs, current, net of accumulated amortization of $9,350 and $5,192 as of December 31, 2016 and December 31, 2015, respectively | 11 | 0 | ||
Total current assets | 18,859 | 34,338 | ||
Restricted cash | 250 | 250 | ||
Property, plant and equipment, net of accumulated depreciation | 4,362 | 0 | ||
Investments in subsidiaries | 987,300 | 918,270 | ||
Unconsolidated investments | 233,294 | 116,473 | ||
Derivative assets | 177 | 628 | ||
Deferred financing costs, net of accumulated amortization | 75 | 0 | ||
Intangible assets, net of accumulated amortization | 1,052 | 0 | ||
Other assets | 138 | 0 | ||
Total assets | 1,245,507 | 1,069,959 | ||
Current liabilities: | ||||
Accounts payable and other accrued liabilities | 9,107 | 7,590 | ||
Related party payable | 1,310 | 1,643 | ||
Accrued interest | 4,328 | 3,842 | ||
Dividend payable | 35,960 | 28,022 | ||
Derivative liabilities, current | 391 | 0 | ||
Total current liabilities | 51,096 | 41,097 | ||
Long-term debt, net of financing costs of $5,468 and $5,014 as of December 31, 2016 and 2015, respectively | 202,910 | 197,362 | ||
Other long-term liabilities | 4,003 | 0 | ||
Total liabilities | 258,009 | 238,459 | ||
Equity: | ||||
Additional paid-in capital | 1,118,200 | 955,254 | ||
Accumulated loss | (66,710) | (49,599) | ||
Accumulated other comprehensive loss | (62,367) | (73,325) | ||
Total equity | 987,498 | 831,500 | ||
Total liabilities and equity | 1,245,507 | 1,069,959 | ||
Parent Company [Member] | Class A Common Stock [Member] | ||||
Equity: | ||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 87,410,687 and 74,644,141 shares outstanding as of December 31, 2016 and 2015, respectively | 875 | 747 | ||
Treasury stock, at cost; 110,964 and 65,301 shares of Class A common stock as of December 31, 2016 and 2015, respectively | $ (2,500) | $ (1,577) |
Schedule I-Condensed Parent-107
Schedule I-Condensed Parent-Company Financial Statements - Balance Sheets (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | May 09, 2016 | Dec. 31, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Unamortized financing costs | $ 24,771 | $ 31,317 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding | 87,410,687 | 74,644,141 | |
Treasury stock, shares | 110,964 | 65,301 | |
Parent Company [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Unamortized financing costs | $ 5,468 | $ 5,014 | |
Treasury stock, shares | 110,964 | 65,301 | |
Parent Company [Member] | Class A Common Stock [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding | 87,410,687 | 74,644,141 |
Schedule I-Condensed Parent-108
Schedule I-Condensed Parent-Company Financial Statements - Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 81,061 | $ 91,914 | $ 93,438 | $ 87,639 | $ 90,597 | $ 89,697 | $ 84,671 | $ 64,866 | $ 354,052 | $ 329,831 | $ 265,493 |
Expenses | 50,473 | 37,396 | 28,320 | ||||||||
Operating income (expense) | 237 | 34,440 | 54,981 | ||||||||
Other income (expense): | |||||||||||
Interest expense | (78,004) | (77,907) | (67,694) | ||||||||
Earnings (losses) in unconsolidated investments, net | 30,192 | 16,119 | (25,295) | ||||||||
Loss on undesignated derivatives, net | (3,324) | (5,490) | (15,743) | ||||||||
Total other expense | (43,857) | (85,104) | (91,844) | ||||||||
Net income (loss) before income tax | (43,620) | (50,664) | (36,863) | ||||||||
Tax provision | (8,679) | (4,943) | (3,136) | ||||||||
Net loss | $ 3,445 | $ (11,050) | $ (15,646) | $ (29,048) | $ (3,873) | $ (35,332) | $ 5,657 | $ (22,059) | (52,299) | (55,607) | (39,999) |
Other comprehensive income (loss), net of tax | |||||||||||
Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax benefit (provision) of ($2,031), $1,524 and $1,855, respectively | 5,633 | (4,228) | (5,991) | ||||||||
Total other comprehensive income (loss), net of tax | 11,129 | (19,965) | (36,536) | ||||||||
Comprehensive loss attributable to Pattern Energy | (6,153) | (52,846) | (68,005) | ||||||||
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Expenses | 39,206 | 29,483 | 23,089 | ||||||||
Operating income (expense) | (39,206) | (29,483) | (23,089) | ||||||||
Other income (expense): | |||||||||||
Interest expense | (14,692) | (6,107) | 0 | ||||||||
Earnings (loss) from subsidiaries | 3,054 | (19,058) | 18,064 | ||||||||
Earnings (losses) in unconsolidated investments, net | 30,192 | 16,119 | (25,295) | ||||||||
Loss on undesignated derivatives, net | (1,496) | 5,107 | 0 | ||||||||
Related party income | 5,074 | 2,665 | 2,612 | ||||||||
Other expenses, net | 130 | (1,558) | (3,566) | ||||||||
Total other expense | 22,262 | (2,832) | (8,185) | ||||||||
Net income (loss) before income tax | (16,944) | (32,315) | (31,274) | ||||||||
Tax provision | (167) | (218) | (16) | ||||||||
Net loss | (17,111) | (32,533) | (31,290) | ||||||||
Other comprehensive income (loss), net of tax | |||||||||||
Proportionate share of subsidiaries' other comprehensive income (loss), net of tax benefit of ($53), $1,206 and $514, respectively | 5,325 | (16,085) | (30,724) | ||||||||
Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax benefit (provision) of ($2,031), $1,524 and $1,855, respectively | 5,633 | (4,228) | (5,991) | ||||||||
Total other comprehensive income (loss), net of tax | 10,958 | (20,313) | (36,715) | ||||||||
Comprehensive loss attributable to Pattern Energy | $ (6,153) | $ (52,846) | $ (68,005) |
Schedule I-Condensed Parent-109
Schedule I-Condensed Parent-Company Financial Statements - Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (Detail) - Parent Company [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||
Proportionate share of subsidiaries’ other comprehensive (loss) income activity, tax | |||
Proportionate share of equity investee's other comprehensive (loss) income activity, net of tax benefit (provision) |
Schedule I-Condensed Parent-110
Schedule I-Condensed Parent-Company Financial Statements - Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||||||||||
Net loss | $ 3,445 | $ (11,050) | $ (15,646) | $ (29,048) | $ (3,873) | $ (35,332) | $ 5,657 | $ (22,059) | $ (52,299) | $ (55,607) | $ (39,999) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
Depreciation and accretion | 174,490 | 143,376 | 104,417 | ||||||||
Amortization of financing costs | 6,968 | 7,435 | 6,309 | ||||||||
Amortization of debt discount/premium, net | 4,226 | 1,660 | 0 | ||||||||
Loss on derivatives, net | 22,239 | 2,219 | 15,546 | ||||||||
Stock-based compensation | 5,391 | 4,462 | 4,105 | ||||||||
Net loss on transactions | 0 | 0 | (16,526) | ||||||||
(Earnings) loss from affiliates | (30,192) | (16,119) | 25,295 | ||||||||
Other reconciling items | (4,470) | 1,221 | 0 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Prepaid expenses | 709 | 1,272 | (4,100) | ||||||||
Other current assets | (3,909) | (2,929) | 17,016 | ||||||||
Other assets (non-current) | 1,379 | (2,336) | (649) | ||||||||
Accounts payable and other accrued liabilities | (2,546) | 4,716 | 3,667 | ||||||||
Long-term liabilities | 6,628 | 2,696 | 239 | ||||||||
Related party receivable/payable | (742) | 711 | (942) | ||||||||
Accrued interest | 458 | 4,489 | 1,377 | ||||||||
Net cash provided by operating activities | 163,664 | 117,849 | 110,448 | ||||||||
Investing activities | |||||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | (135,778) | (422,413) | (283,848) | ||||||||
Capital expenditures | (32,901) | (380,458) | (119,506) | ||||||||
Other assets | 2,696 | 5,559 | 21,432 | ||||||||
Other investing activities | 31 | (3) | (2,651) | ||||||||
Net cash used in investing activities | (124,254) | (759,075) | (362,554) | ||||||||
Financing activities | |||||||||||
Proceeds from public offering, net of issuance costs | 286,298 | 317,432 | 286,757 | ||||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 218,929 | 0 | ||||||||
Proceeds from exercise of stock options | 0 | 0 | 327 | ||||||||
Refund of deposit for letters of credit | 0 | 3,425 | (3,422) | ||||||||
Repurchase of shares for employee tax withholding | (923) | (860) | (693) | ||||||||
Dividends paid | (120,207) | (90,582) | (52,344) | ||||||||
Payment for deferred equity issuance costs | 0 | 0 | (550) | ||||||||
Other financing activities | (759) | 0 | 0 | ||||||||
Net cash provided by (used in) financing activities | (76,663) | 643,673 | 267,265 | ||||||||
Cash, cash equivalents and restricted cash at beginning of period | 146,292 | 149,346 | 146,292 | 149,346 | 136,205 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 109,371 | 146,292 | 109,371 | 146,292 | 149,346 | ||||||
Schedule of non-cash activities | |||||||||||
Cash payments for income taxes | 375 | 342 | 131 | ||||||||
Equity issuance costs paid in prior period related to current period offerings | 433 | ||||||||||
Cash payments for interest expense, net of capitalized interest | 69,666 | 62,607 | 53,776 | ||||||||
Non-cash increase in additional paid-in capital from buyout of noncontrolling interests | 0 | 16,715 | 0 | ||||||||
Parent Company [Member] | |||||||||||
Operating activities | |||||||||||
Net loss | (17,111) | (32,533) | (31,290) | ||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
Depreciation and accretion | 198 | 0 | 0 | ||||||||
Amortization of financing costs | 1,102 | 472 | 0 | ||||||||
Amortization of debt discount/premium, net | 4,428 | 1,794 | 0 | ||||||||
Loss on derivatives, net | 2,955 | (4,110) | 0 | ||||||||
Stock-based compensation | 5,391 | 4,462 | 4,105 | ||||||||
Net loss on transactions | 0 | 0 | 1,473 | ||||||||
(Earnings) loss from subsidiaries | (3,054) | 19,058 | (18,064) | ||||||||
(Earnings) loss from affiliates | (30,192) | (16,119) | 25,295 | ||||||||
Other reconciling items | (493) | 0 | 0 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Prepaid expenses | (97) | 35 | (93) | ||||||||
Other current assets | (14) | 43 | (3,452) | ||||||||
Other assets (non-current) | (138) | 0 | 0 | ||||||||
Accounts payable and other accrued liabilities | 1,691 | 473 | 1,999 | ||||||||
Long-term liabilities | 3,713 | 0 | 0 | ||||||||
Related party receivable/payable | (1,935) | (183) | (639) | ||||||||
Accrued interest | 486 | 3,842 | 0 | ||||||||
Net cash provided by operating activities | (33,070) | (22,766) | (20,666) | ||||||||
Investing activities | |||||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | (65,042) | 0 | |||||||||
Capital expenditures | (3,889) | 0 | 0 | ||||||||
Distributions received from subsidiaries | 307,978 | 244,969 | 108,581 | ||||||||
Contribution to subsidiaries | (449,710) | (613,089) | (362,533) | ||||||||
Other assets | (1,236) | 0 | 0 | ||||||||
Other investing activities | (172) | 0 | 0 | ||||||||
Net cash used in investing activities | (147,029) | (433,162) | (253,952) | ||||||||
Financing activities | |||||||||||
Proceeds from public offering, net of issuance costs | 286,298 | 317,432 | 286,757 | ||||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 218,929 | 0 | ||||||||
Proceeds from exercise of stock options | 0 | 0 | 327 | ||||||||
Refund of deposit for letters of credit | 0 | 3,425 | 0 | ||||||||
Repurchase of shares for employee tax withholding | (923) | (860) | (693) | ||||||||
Dividends paid | (120,207) | (90,582) | (52,344) | ||||||||
Payment for deferred equity issuance costs | 0 | 0 | (433) | ||||||||
Other financing activities | 7 | 0 | 0 | ||||||||
Net cash provided by (used in) financing activities | 165,175 | 448,344 | 233,614 | ||||||||
Net change in Cash, cash equivalents and restricted cash | (14,924) | (7,584) | (41,004) | ||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 27,188 | $ 34,772 | 27,188 | 34,772 | 75,776 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 12,264 | $ 27,188 | 12,264 | 27,188 | 34,772 | ||||||
Schedule of non-cash activities | |||||||||||
Cash payments for income taxes | 167 | 218 | 16 | ||||||||
Equity issuance costs paid in prior period related to current period offerings | 0 | 433 | 0 | ||||||||
Cash payments for interest expense, net of capitalized interest | 8,675 | 0 | 0 | ||||||||
Non-cash increase in additional paid-in capital from buyout of noncontrolling interests | $ 0 | $ 16,715 | $ 0 |