Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Jan. 31, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | TerraForm Power, Inc. | |
Entity Central Index Key | 1,599,947 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 91,101,476 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,202,310 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Operating revenues, net | $ 178,118 | $ 163,291 | $ 519,336 | $ 363,852 |
Operating costs and expenses: | ||||
Cost of operations | 32,820 | 15,201 | 94,534 | 50,430 |
Cost of operations - affiliate | 7,149 | 6,840 | 22,898 | 14,657 |
General and administrative expenses | 26,510 | 7,518 | 64,750 | 21,087 |
General and administrative expenses - affiliate | 2,943 | 14,636 | 10,614 | 39,411 |
Acquisition and related costs | 0 | 11,294 | 2,743 | 31,680 |
Acquisition and related costs - affiliate | 0 | 0 | 0 | 1,040 |
Depreciation, accretion and amortization expense | 57,988 | 43,667 | 178,026 | 113,694 |
Total operating costs and expenses | 127,410 | 99,156 | 373,565 | 271,999 |
Operating income | 50,708 | 64,135 | 145,771 | 91,853 |
Other expenses: | ||||
Interest expense, net | 72,818 | 48,786 | 243,111 | 121,602 |
Loss on extinguishment of debt, net | 0 | 0 | 0 | 8,652 |
Loss on foreign currency exchange, net | 3,913 | 9,825 | 4,161 | 9,755 |
Loss on receivables - affiliate | 0 | 0 | 845 | 0 |
Other expenses, net | 548 | 1,433 | 692 | 1,110 |
Total other expenses, net | 77,279 | 60,044 | 248,809 | 141,119 |
(Loss) income before income tax expense | (26,571) | 4,091 | (103,038) | (49,266) |
Income tax expense | 1,140 | 1,673 | 3,115 | 2,842 |
Net (loss) income | (27,711) | 2,418 | (106,153) | (52,108) |
Less: Pre-acquisition net (loss) income of renewable energy facilities acquired from SunEdison | 0 | (2,743) | 0 | 7,892 |
Net (loss) income excluding pre-acquisition net (loss) income of renewable energy facilities acquired from SunEdison | (27,711) | 5,161 | (106,153) | (60,000) |
Less: Net income attributable to redeemable non-controlling interests | 4,642 | 6,949 | 16,374 | 8,576 |
Less: Net loss attributable to non-controlling interests | (6,182) | (968) | (74,968) | (46,440) |
Net loss attributable to Class A common stockholders | $ (26,171) | $ (820) | $ (47,559) | $ (22,136) |
Weighted average Class A common stock - Basic and Diluted (shares) | 90,860 | 77,522 | 89,140 | 61,777 |
Earnings (loss) per share - basic and diluted ($ per share) | $ (0.29) | $ (0.03) | $ (0.53) | $ (0.39) |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (27,711) | $ 2,418 | $ (106,153) | $ (52,108) |
Foreign currency translation adjustments: | ||||
Net unrealized loss arising during the period | (6,158) | (3,363) | (2,442) | (2,786) |
Hedging activities: | ||||
Net unrealized gain (loss) arising during the period, net of tax | 14,258 | 31,850 | (32,348) | 37,533 |
Reclassification of net realized loss into earnings, net of tax | 3,164 | 129 | 15,667 | 3,336 |
Other comprehensive income (loss), net of tax | 11,264 | 28,616 | (19,123) | 38,083 |
Total comprehensive (loss) income | (16,447) | 31,034 | (125,276) | (14,025) |
Less: Pre-acquisition net (loss) income of renewable energy facilities acquired from SunEdison | 0 | (2,743) | 0 | 7,892 |
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 32,985 | 0 | 40,488 |
Comprehensive (loss) income excluding pre-acquisition comprehensive income of renewable energy facilities acquired from SunEdison | (16,447) | 792 | (125,276) | (62,405) |
Less comprehensive income (loss) attributable to non-controlling interests: | ||||
Net income attributable to redeemable non-controlling interests | 4,642 | 6,949 | 16,374 | 8,576 |
Net loss attributable to non-controlling interests | (6,182) | (968) | (74,968) | (46,440) |
Foreign currency translation adjustments | (2,165) | (1,447) | (668) | (1,132) |
Hedging activities | 7,015 | (759) | (6,151) | 39 |
Comprehensive income (loss) attributable to non-controlling interests | 3,310 | 3,775 | (65,413) | (38,957) |
Comprehensive loss attributable to Class A common stockholders | $ (19,757) | $ (2,983) | $ (59,863) | $ (23,448) |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 540,147 | $ 626,595 |
Restricted cash, including consolidated VIEs of $99,789 and $57,372 in 2016 and 2015, respectively | 136,920 | 152,586 |
Accounts receivable, net | 119,161 | 103,811 |
Prepaid expenses and other current assets | 67,083 | 53,769 |
Assets held for sale | 70,905 | 0 |
Total current assets | 934,216 | 936,761 |
Renewable energy facilities, net, including consolidated VIEs of $3,514,337 and $3,558,041 in 2016 and 2015, respectively | 5,103,557 | 5,834,234 |
Intangible assets, net, including consolidated VIEs of $891,089 and $929,580 in 2016 and 2015, respectively | 1,199,816 | 1,246,164 |
Goodwill | 55,874 | 55,874 |
Deferred financing costs, net | 8,435 | 10,181 |
Other assets | 101,198 | 120,343 |
Restricted cash | 27,181 | 13,852 |
Non-current assets held for sale | 564,702 | 0 |
Total assets | 7,994,979 | 8,217,409 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations, including consolidated VIEs of $447,035 and $980,069 in 2016 and 2015, respectively | 1,374,327 | 2,037,919 |
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $56,809 and $48,359 in 2016 and 2015, respectively | 147,961 | 153,046 |
Deferred revenue | 18,702 | 15,460 |
Due to SunEdison, net | 9,516 | 26,598 |
Liabilities related to assets held for sale | 426,389 | 0 |
Total current liabilities | 1,976,895 | 2,233,023 |
Long-term debt and financing lease obligations, less current portion, including consolidated VIEs of $549,108 and $59,706 in 2016 and 2015, respectively | 2,637,939 | 2,524,730 |
Deferred revenue, less current portion | 60,199 | 70,492 |
Deferred income taxes | 29,644 | 26,630 |
Asset retirement obligations, including consolidated VIEs of $112,979 and $101,532 in 2016 and 2015, respectively | 186,701 | 215,146 |
Other long-term liabilities | 38,495 | 31,408 |
Non-current liabilities related to assets held for sale | 41,328 | 0 |
Total liabilities | 4,971,201 | 5,101,429 |
Redeemable non-controlling interests | 182,885 | 175,711 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued | 0 | 0 |
Additional paid-in capital | 1,473,244 | 1,267,484 |
Accumulated deficit | (152,152) | (104,593) |
Accumulated other comprehensive income | 10,596 | 22,900 |
Treasury stock, 181,834 and 121,732 shares in 2016 and 2015, respectively | (3,327) | (2,436) |
Total TerraForm Power, Inc. stockholders' equity | 1,329,754 | 1,184,743 |
Non-controlling interests | 1,511,139 | 1,755,526 |
Total non-controlling interests and stockholders' equity | 2,840,893 | 2,940,269 |
Total liabilities, non-controlling interests and stockholders' equity | 7,994,979 | 8,217,409 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common Stock | 911 | 784 |
Class B common stock | ||
Stockholders' equity: | ||
Common Stock | 482 | 604 |
Class B1 common stock | ||
Stockholders' equity: | ||
Common Stock | $ 0 | $ 0 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Restricted cash, including consolidated VIEs of $99,789 and $57,372 in 2016 and 2015, respectively | $ 136,920 | $ 152,586 |
Assets, Noncurrent [Abstract] | ||
Renewable energy facilities, net | 5,103,557 | 5,834,234 |
Intangible assets, net | 1,199,816 | 1,246,164 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations | 1,374,327 | 2,037,919 |
Accounts payable, accrued expenses and other current liabilities | 147,961 | 153,046 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt and financing lease obligations, less current portion | 2,637,939 | 2,524,730 |
Asset retirement obligations | $ 186,701 | $ 215,146 |
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 50,000,000 | 50,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 139,549,177 | |
Treasury stock (shares) | 181,834 | 121,732 |
Consolidated variable interest entities | ||
Restricted cash, including consolidated VIEs of $99,789 and $57,372 in 2016 and 2015, respectively | $ 99,789 | $ 57,372 |
Assets, Noncurrent [Abstract] | ||
Renewable energy facilities, net | 3,514,337 | 3,558,041 |
Intangible assets, net | 891,089 | 929,580 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations | 447,035 | 980,069 |
Accounts payable, accrued expenses and other current liabilities | 56,809 | 48,359 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt and financing lease obligations, less current portion | 549,108 | 59,706 |
Asset retirement obligations | $ 112,979 | $ 101,532 |
Class A Common Stock | ||
Liabilities, Noncurrent [Abstract] | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 850,000,000 | 850,000,000 |
Shares issued (in shares) | 91,528,701 | 79,734,265 |
Shares outstanding (in shares) | 91,346,867 | 79,612,533 |
Class B common stock | ||
Liabilities, Noncurrent [Abstract] | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 140,000,000 | 140,000,000 |
Shares issued (in shares) | 48,202,310 | 60,364,154 |
Shares outstanding (in shares) | 48,202,310 | 60,364,154 |
Class B1 common stock | ||
Liabilities, Noncurrent [Abstract] | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 260,000,000 | 260,000,000 |
Shares issued (in shares) | 0 | 0 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Class A Common Stock | Class B common stock | Total - Parent | Common StockClass A Common Stock | Common StockClass B common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Common Stock Held in Treasury | Total - Non-controlling Interests | Non-controlling Interests - Capital | Non-controlling Interests - Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance at Dec. 31, 2015 | $ 2,940,269 | $ 1,184,743 | $ 784 | $ 604 | $ 1,267,484 | $ (104,593) | $ 22,900 | $ (2,436) | $ 1,755,526 | $ 1,953,584 | $ (182,822) | $ (15,236) | |||
Beginning balance (in shares) at Dec. 31, 2015 | 79,612,533 | 60,364,154 | 79,734,000 | 60,364,000 | (122,000) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
SunEdison exchange (in shares) | 12,162,000 | (12,162,000) | |||||||||||||
SunEdison exchange | 0 | 181,045 | $ 122 | $ (122) | 181,045 | (181,045) | (181,045) | ||||||||
Stock-based compensation (in shares) | (367,000) | (60,000) | |||||||||||||
Stock-based compensation | 3,703 | 3,703 | $ 5 | 4,589 | $ (891) | ||||||||||
Net loss | [1] | (122,527) | (47,559) | (47,559) | (74,968) | (74,968) | |||||||||
Net SunEdison investment | 34,015 | 22,033 | 22,033 | 11,982 | 11,982 | ||||||||||
Other comprehensive loss | (19,123) | (12,304) | (12,304) | (6,819) | (6,819) | ||||||||||
Sale of membership interests in renewable energy facilities | 15,501 | 15,501 | 15,501 | ||||||||||||
Distributions to non-controlling interests in renewable energy facilities | (10,945) | (10,945) | (10,945) | ||||||||||||
Equity reallocation | 0 | (1,907) | (1,907) | 1,907 | 1,907 | ||||||||||
Ending balance at Sep. 30, 2016 | $ 2,840,893 | $ 1,329,754 | $ 911 | $ 482 | $ 1,473,244 | (152,152) | $ 10,596 | $ (3,327) | $ 1,511,139 | $ 1,790,984 | $ (257,790) | $ (22,055) | |||
Ending balance (in shares) at Sep. 30, 2016 | 139,549,177 | 91,346,867 | 48,202,310 | 91,529,000 | 48,202,000 | (182,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Less: Net income attributable to redeemable non-controlling interests | $ 16,374 | $ 16,374 | |||||||||||||
[1] | Excludes $16,374 of net income attributable to redeemable non-controlling interests |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (106,153) | $ (52,108) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, accretion and amortization expense | 178,026 | 113,694 |
Amortization of favorable and unfavorable rate revenue contracts, net | 30,128 | 1,599 |
Amortization of deferred financing costs and debt discounts | 19,579 | 25,307 |
Unrealized loss on U.K. interest rate swaps | 35,840 | 0 |
Unrealized loss (gain) on commodity contract derivatives, net | 5,006 | (855) |
Unrealized loss on foreign currency exchange, net | 6,349 | 11,269 |
Recognition of deferred revenue | (9,508) | (5,403) |
Stock-based compensation expense | 3,857 | 10,030 |
Loss on extinguishment of debt, net | 0 | 8,652 |
Loss on receivables - affiliate | 845 | 0 |
Deferred taxes | 3,014 | 2,769 |
Other, net | 2,287 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (30,502) | (62,152) |
Prepaid expenses and other current assets | (11,827) | 6,807 |
Accounts payable, accrued expenses, and other current liabilities | 10,035 | 20,604 |
Deferred revenue | 2,457 | 19,025 |
Other, net | 5,483 | 6,018 |
Net cash provided by operating activities | 144,916 | 105,256 |
Cash flows from investing activities: | ||
Cash paid to third parties for renewable energy facility construction | (41,698) | (588,033) |
Acquisitions of renewable energy facilities from third parties, net of cash acquired | (4,064) | (1,158,899) |
Change in restricted cash | (57,686) | (23,262) |
Due to SunEdison, net | 0 | (14,872) |
Other investments | 0 | (10,000) |
Net cash used in investing activities | (103,448) | (1,795,066) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class A common stock | 0 | 921,610 |
Repayment of term loan | 0 | (573,500) |
Proceeds from Revolver | 0 | 235,000 |
Repayment of Revolver | 0 | (235,000) |
Borrowings of non-recourse long-term debt | 3,980 | 436,757 |
Principal payments on non-recourse long-term debt | (122,597) | (149,894) |
Due to SunEdison, net | (29,036) | 9,765 |
Sale of membership interests in renewable energy facilities | 15,501 | 82,876 |
Distributions to non-controlling interests in renewable energy facilities | (19,365) | (21,637) |
Repurchase of non-controlling interest in renewable energy facilities | 0 | (54,694) |
Distributions to SunEdison | 0 | (51,777) |
Net SunEdison investment | 37,200 | 123,196 |
Payment of dividends | 0 | (60,707) |
Debt prepayment premium | 0 | (6,412) |
Debt financing fees | (12,958) | (43,088) |
Net cash (used in) provided by financing activities | (127,275) | 1,858,457 |
Net (decrease) increase in cash and cash equivalents | (85,807) | 168,647 |
Effect of exchange rate changes on cash and cash equivalents | (641) | (1,380) |
Cash and cash equivalents at beginning of period | 626,595 | 468,554 |
Cash and cash equivalents at end of period | 540,147 | 635,821 |
Cash paid for interest, net of amounts capitalized of $804 and $17,982, respectively | 183,577 | 74,426 |
Cash paid for income taxes | 0 | 0 |
Additions of asset retirement obligation (ARO) assets and liabilities | 9,174 | 39,976 |
ARO assets and obligations from acquisitions | 136 | 31,361 |
Long-term debt assumed in connection with acquisitions | 0 | 136,174 |
Senior Notes due 2023 | ||
Cash flows from financing activities: | ||
Proceeds from debt | 0 | 945,962 |
Senior Notes due 2025 | ||
Cash flows from financing activities: | ||
Proceeds from debt | $ 0 | $ 300,000 |
Unaudited Condensed Consolidat8
Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 804 | $ 17,982 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations TerraForm Power, Inc. ("TerraForm Power") and its subsidiaries (together with TerraForm Power, the "Company") is a controlled affiliate of SunEdison, Inc. (together with its consolidated subsidiaries excluding the Company, "SunEdison"). TerraForm Power is a holding company and its sole asset is an equity interest in TerraForm Power, LLC ("Terra LLC"), an owner and operator of renewable energy facilities that have long-term contractual arrangements to sell the electricity generated by these facilities to third parties. The related green energy certificates, ancillary services and other environmental attributes generated by these facilities are also sold to third parties. TerraForm Power is the managing member of Terra LLC, and operates, controls and consolidates the business affairs of Terra LLC. On April 21, 2016, SunEdison Inc. and certain of its domestic and international subsidiaries (the "SunEdison Debtors") voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code (the "SunEdison Bankruptcy"). The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company does not rely substantially on SunEdison for funding or liquidity and believes that the Company will have sufficient liquidity to support its ongoing operations. The Company believes its equity interests in its renewable energy facilities that are legally owned by the Company’s subsidiaries are not available to satisfy the claims of the creditors of the SunEdison Bankruptcy. The Company is continuing to evaluate and monitor the conduct of the SunEdison Bankruptcy proceedings. In most of the Company's debt-financed projects, the SunEdison Debtors are a party to a material project agreement or guarantor thereof, such as being a party or guarantor to an asset management or operation and maintenance ("O&M") contract. As a result of the SunEdison Bankruptcy and delays in delivery of audited financial statements for certain project-level subsidiaries, among other things, the Company has experienced defaults under most of its non-recourse financing agreements; however, these defaults are generally curable. To date none of the non-recourse financings has been accelerated and no project-level lender has notified the Company of such lenders election to enforce project security interests. While the Company has obtained waivers or temporary forbearances with respect to certain of these project-level defaults, no assurances can be given that the Company will obtain waivers and/or permanent forbearance agreements for the remaining projects, or that none of the financings will be accelerated. The Company is continuing to monitor the situation and is developing and implementing plans to obtain operation and maintenance and asset management services for its renewable energy facilities from third parties. The Company's corporate-level Revolver and Indentures do not include an event of default provision directly triggered by the occurrence of the SunEdison Bankruptcy. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As described above, SunEdison filed for bankruptcy on April 21, 2016. We believe that we have observed formalities and operating procedures to maintain our separate existence, that our assets and liabilities can be readily identified as distinct from those of SunEdison and that we do not rely substantially on SunEdison for funding or liquidity and will have sufficient liquidity to support our ongoing operations. Our contingency planning with respect to the SunEdison Bankruptcy has and will include, among other things, establishing stand-alone information technology, accounting and other critical systems and infrastructure, establishing separate human resources systems and employee retention efforts, retaining backup or replacement operation and maintenance and asset management services for our power plants from other providers and the pursuit of strategic alternatives. However, there is a risk that an interested party in the SunEdison Bankruptcy could request that the assets and liabilities of the Company be substantively consolidated with SunEdison and that the Company and/or its assets and liabilities be included in the SunEdison Bankruptcy. While it has not been requested to date and we believe there is no basis for substantive consolidation in our circumstances, we cannot assure you that substantive consolidation will not be requested in the future or that the bankruptcy court would not consider it. Substantive consolidation is an equitable remedy in bankruptcy that results in the pooling of assets and liabilities of the debtor and one or more of its affiliates solely for purposes of the bankruptcy case, including for purposes of distributions to creditors and voting on and treatment under a reorganization plan. Bankruptcy courts have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict. To the extent the bankruptcy court were to determine that substantive consolidation was appropriate under the Company's facts and circumstances, then the assets and liabilities of the Company could be made available to help satisfy the debt or contractual obligations of SunEdison. Additionally, there have been covenant defaults under a number of our financing arrangements, mainly because of delays in the delivery of project-level audited financial statements and the delay in the filing of the Company’s audited annual financial statements for 2015 on Form 10-K, which was filed in December of 2016. In addition, in a number of cases the SunEdison Bankruptcy resulted in defaults because SunEdison Debtors have been serving as operation and maintenance and asset management services providers or as guarantors under relevant contracts. We have been working diligently with our lenders to cure or waive instances of default, including through the completion of project-level audits and the retention of replacement service providers. However, there can be no assurance that all remaining defaults will be cured or waived. If the remaining defaults are not cured or waived, this would restrict the ability of the project-level subsidiaries to make distributions to us, which may affect our ability to meet certain covenants related to our revolving credit facility at the corporate level, or entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends. The risk of substantive consolidation of the Company with SunEdison and inclusion in the SunEdison Bankruptcy as well as the existing covenant defaults and risks of future covenant defaults under a number of our financing agreements, raise substantial doubt about the Company's ability to continue as a going concern. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission's ("SEC") regulations for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. The financial statements should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the Company’s annual financial statements for the year ended December 31, 2015. Interim results are not necessarily indicative of results for a full year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's unaudited condensed consolidated financial position as of September 30, 2016, the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2016 and 2015 and cash flows for the nine months ended September 30, 2016 and 2015 . The Company is required to recast historical financial statements when renewable energy facilities are acquired from SunEdison. The recast reflects the assets and liabilities and the results of operations of the acquired renewable energy facilities for the period the facilities were owned by SunEdison, which is in accordance with applicable rules governing transactions between entities under common control. Use of Estimates In preparing the unaudited condensed consolidated financial statements, the Company used estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements. Such estimates also affect the reported amounts of revenues, expenses and cash flows during the reporting period. To the extent there are material differences between the estimates and actual results, the Company's future results of operations would be affected. Assets Held for Sale The Company records assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. In determining the fair value of the assets less cost to sell, the Company considers factors including current sales prices for comparable assets in the region, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in the Company's historical analysis. The Company's assumptions about project sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. The Company estimated the fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in additional impairments if market conditions deteriorate. New Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU No. 2014-09 will become effective for the Company on January 1, 2018. Early application is permitted but not before January 1, 2017. ASU No. 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is working through an adoption plan which includes the evaluation of revenue contracts compared to the new standard and evaluating the impact of ASU No. 2014-09 on the Company's consolidated financial statements and related disclosures. The Company does not plan to adopt this standard prior to January 1, 2018. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis , which affects the following areas of the consolidation analysis: limited partnerships and similar entities, evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary, effect of related parties on the primary beneficiary determination and for certain investment funds. ASU No. 2015-02 is effective on a retrospective basis for the Company for the fiscal year ending December 31, 2016 and interim periods therein. The Company adopted ASU No. 2015-02 as of January 1, 2016, which resulted in certain of its consolidated subsidiaries to be considered variable interest entities. No unconsolidated investments were consolidated and no consolidated subsidiaries were deconsolidated as a result of implementing this standard. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs , which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU No. 2015-15 Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , in which an entity may defer and present debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 and ASU No. 2015-15 are effective on a retrospective basis for annual and interim periods beginning on or after December 15, 2015. The Company adopted ASU No. 2015-03 and ASU No. 2015-15 as of January 1, 2016, resulting in a reclassification of $37.3 million and $43.1 million from deferred financing costs, net (current and non-current portion) to long-term debt and financing lease obligations, including current portion, as of September 30, 2016 and December 31, 2015 , respectively. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which primarily changes the lessee's accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect of ASU No. 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) . This update was issued as part of the FASB's simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016 with early adoption permitted if all provisions are adopted within the same period. The guidance is required to be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in the update. The Company is currently evaluating the effect of the standard on its ongoing financial reporting. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323) . The amendments of ASU No. 2016-07 eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting with no retroactive adjustment to the investment. In addition, ASU No. 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance in ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU No. 2016-07 is required to be applied prospectively and early adoption is permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . The amendments of ASU No. 2016-15 were issued to address eight specific cash flow issues for which stakeholders have indicated to the FASB that a diversity in practice existed in how entities were presenting and classifying these items in the statement of cash flows. The issues addressed by ASU No. 2016-15 include but are not limited to the classification of debt prepayment and debt extinguishment costs, payments made for contingent consideration for a business combination, proceeds from the settlement of insurance proceeds, distributions received from equity method investees and separately identifiable cash flows and the application of the predominance principle. The amendments of ASU No. 2016-15 are effective for public entities for fiscal years beginning after December 15, 2017 and interim periods in those fiscal years. Early adoption is permitted, including adoption in an interim fiscal period with all amendments adopted in the same period. The adoption of ASU No. 2016-15 is required to be applied retrospectively. The Company is currently evaluating the impact of the standard on its consolidated statements of cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU No. 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU No. 2016-16 are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted and the adoption of ASU No. 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect this standard to have an impact on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are under Common Control . ASU 2016-17 updates ASU 2015-02. Under the amendments, a single decision maker is not required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety. Instead, a single decision maker is required to include those interests on a proportionate basis consistent with indirect interests held through other related parties. ASU 2016-17 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 320), Restricted Cash, a Consensus of the FASB Emerging Issues Task Force . The amendments require 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. Therefore, 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 in this update do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements . The amendments cover a wide range of topics in the Accounting Standards Codification, covering differences between original guidance and the Accounting Standards Codification, guidance clarification and reference corrections, simplification and minor improvements. The adoption of ASU 2016-19 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . The amendments in this update are of a similar nature to the items typically addressed in ASU 2016-19, Technical Corrections and Improvements . However, the FASB decided to issue a separate update for technical corrections and improvements to Topic 606 and other Topics amended by ASU 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to ASU 2014-09. The adoption of ASU 2016-20 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business . The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The adoption of ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective dates. Accordingly, the adoption will not have an effect on the Company's historical financial statements. The Company is currently evaluating the effect of this standard on future consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The amendment simplifies the accounting for goodwill impairment by removing Step 2 of the current test, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two step impairment test). Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This updated guidance is not currently expected to impact the Company's financial reporting. The standard is effective January 1, 2020, with early adoption permitted, and must be adopted on a prospective basis. |
Transactions Between Entities U
Transactions Between Entities Under Common Control | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Transactions Between Entities Under Common Control | TRANSACTIONS BETWEEN ENTITIES UNDER COMMON CONTROL Recast of Historical Financial Statements During the nine months ended September 30, 2016 , the Company acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW from SunEdison, which resulted in a recast of the consolidated balance sheet as of December 31, 2015 and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2015 . The facilities acquired from SunEdison during the nine months ended September 30, 2016 were not in operation in 2015 and there was no impact to the unaudited condensed consolidated statement of operations or unaudited condensed consolidated statement of comprehensive loss for the nine months ended September 30, 2015 as a result of these acquisitions. The following table presents changes to the Company's previously reported consolidated balance sheet as of December 31, 2015 included in the Company's 2015 Annual Report on Form 10-K: (In thousands) As Reported Recast Adjustments As Recasted Renewable energy facilities, net $ 5,802,380 $ 31,854 $ 5,834,234 Other assets 119,960 383 120,343 Change in total assets $ 32,237 Current portion of long-term debt and financing lease obligations 1 $ 2,014,331 $ 23,588 $ 2,037,919 Accounts payable, accrued expenses and other current liabilities 150,721 2,325 153,046 Due to SunEdison, net 20,274 6,324 26,598 Change in total liabilities $ 32,237 ——— (1) There is a $17.6 million difference between the as reported amount per the table above and the current portion of long-term debt and financing lease obligations amount reported in the Company's 2015 Annual Report on Form 10-K due to the reclassification of the current portion of deferred financing costs, net amount reported in the Form 10-K to current portion of long-term debt and financing lease obligations within the balance sheet included in this Form 10-Q. This reclassification was made per the Company's adoption of ASU No. 2015-03 as of January 1, 2016, which requires retrospective application for annual and interim reporting periods beginning on or after December 15, 2015. Refer to Note 1 . Nature of Operations and Basis of Presentation for further discussion. The following table presents changes to the Company's previously reported unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2015 included in the Company's Quarterly Report on Form 10-Q dated November 9, 2015 due to the Company's acquisition of renewable energy facilities from SunEdison during the nine months ended September 30, 2016 and during the fourth quarter of 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control. (In thousands) As Reported Recast Adjustments As Recasted Cash flows from investing activities: Cash paid to third parties for renewable energy facility construction $ (426,682 ) $ (161,351 ) $ (588,033 ) Acquisitions of renewable energy facilities from third parties, net of cash acquired (1,004,403 ) (154,496 ) (1,158,899 ) Change in net cash used in investing activities (315,847 ) Cash flows from financing activities: Borrowings of non-recourse long-term debt 276,915 159,842 436,757 Principal payments on non-recourse long-term debt (148,764 ) (1,130 ) (149,894 ) Due to SunEdison, net (147,370 ) 157,135 9,765 Change in net cash provided by financing activities 315,847 Net increase in cash and cash equivalents 168,647 — 168,647 Effect of exchange rate changes on cash and cash equivalents (1,380 ) — (1,380 ) Cash and cash equivalents at beginning of period 468,554 — 468,554 Cash and cash equivalents at end of period $ 635,821 $ — $ 635,821 As a result of the Company's acquisition of renewable energy facilities from SunEdison during the fourth quarter of 2015, the following table presents changes to the Company's previously reported unaudited condensed consolidated statement of comprehensive income (loss) for the three and nine months ended September 30, 2015 included in the Company's Quarterly Report on Form 10-Q dated November 9, 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) As Reported Recast Adjustments As Recasted As Reported Recast Adjustments As Recasted Other comprehensive income (loss), net of tax: Hedging activities: Net unrealized gain (loss) arising during the period, net of tax $ (1,135 ) $ 32,985 $ 31,850 $ (2,955 ) $ 40,488 $ 37,533 Change in total comprehensive (loss) income 32,985 40,488 Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison $ — 32,985 $ 32,985 $ — 40,488 $ 40,488 Change in comprehensive loss attributable to Class A Common stockholders $ — $ — Acquisitions of Renewable Energy Facilities from SunEdison The assets and liabilities transferred to the Company for the acquisitions of renewable energy facilities relate to interests under common control with SunEdison, and accordingly, have been recorded at historical cost. The difference between the cash purchase price and historical cost of the net assets acquired has been recorded as a contribution from SunEdison. The following table summarizes the renewable energy facilities acquired by the Company from SunEdison through a series of transactions: Nine Months Ended September 30, 2016 As of September 30, 2016 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Transferred 3 Distributed Generation Solar U.S. 1.2 3 $ 2,750 $ — $ — Utility Solar U.S. 18.0 1 36,231 — — Total 19.2 4 $ 38,981 $ — $ — ———— (1) Represents the total amount paid to SunEdison. Excludes aggregated tax equity partner payments of $1.6 million to SunEdison. (2) All amounts have been paid to SunEdison for these renewable energy facilities as of September 30, 2016. (3) $16.7 million of construction debt existed for one of the renewable energy facilities as of the acquisition date. This debt was fully repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by the Company to SunEdison for the acquisition of the facility. During the nine months ended September 30, 2016, the Company paid $55.9 million to SunEdison for the acquisition of renewable energy facilities that had achieved final funding as of September 30, 2016, which includes the second installment of the purchase price paid to SunEdison for the completion of the construction of renewable energy facilities that the Company acquired from SunEdison during 2015. The difference between the cash paid and historical cost of the net assets acquired from SunEdison of $21.3 million has been recorded as a contribution from SunEdison, which is reflected within Net SunEdison investment on the unaudited condensed consolidated statement of stockholders' equity. The Company records a contribution or distribution from SunEdison upon final funding of the acquisition. |
Assets Held For Sale
Assets Held For Sale | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | ASSETS HELD FOR SALE The Company commenced a sale of substantially all of its portfolio of solar power plants located in the United Kingdom (the "U.K.") through a broad based sales process pursuant to a plan approved by management ( 24 operating projects for sale representing 365.0 MW, the "U.K. Portfolio"), and it was probable that the sale of this portfolio would occur within one year from the balance sheet date. As a result, the Company classified $635.6 million of assets and $467.7 million of liabilities as held for sale as of September 30, 2016 and measured each at the lower of carrying value or fair value less costs to sell. The Company's analysis indicated that the fair value less costs to sell exceeded the carrying value of the assets and no impairment losses were recognized during the nine months ended September 30, 2016 . The following table summarizes the major classes of assets and liabilities which are classified as held for sale on the Company's unaudited condensed consolidated balance sheet as of September 30, 2016 : (In thousands) September 30, 2016 Assets held for sale: Restricted cash $ 54,731 Accounts receivable, net 14,060 Prepaid expenses and other current assets 2,114 Total current assets held for sale 70,905 Renewable energy facilities, net 562,755 Intangible assets, net 1,566 Other assets 381 Total non-current assets held for sale 564,702 Total assets held for sale $ 635,607 Liabilities related to assets held for sale: Current portion of long-term debt $ 385,047 Accounts payable, accrued expenses and other current liabilities 40,598 Due to SunEdison, net 744 Total current liabilities related to assets held for sale 426,389 Asset retirement obligations 41,328 Total non-current liabilities related to assets held for sale 41,328 Total liabilities related to assets held for sale $ 467,717 Entry into sale and purchase agreement for the U.K. Portfolio On January 5, 2017, TerraForm Power Operating, LLC (“Terra Operating LLC”), SunEdison Yieldco UK Holdco 2, LLC (the “Seller”), a wholly owned subsidiary of Terra Operating LLC, and Vortex Solar UK Limited (“Vortex”), a company registered in England and Wales, entered into a sale and purchase agreement (the “SPA”) to sell the U.K. Portfolio to Vortex (the “U.K. Transaction”). Terra Operating LLC expects to receive approximately $208 million of proceeds (USD equivalent on the date of the SPA) from the U.K. Transaction (comprising consideration payable and debt being repaid on behalf of the U.K. Portfolio to Terra Operating LLC), net of transaction expenses and distributions, and subject to certain adjustments. In addition, the U.K. Transaction would remove GBP 301.3 million (equivalent of approximately $370 million on the date of the SPA) in non-recourse project debt at the U.K. Portfolio level (the “Existing Debt”) from the Company's consolidated balance sheet. The closing of the U.K. Transaction is subject to certain conditions, including: (i) satisfaction of certain customary conditions precedent, including the satisfaction of certain obligations of the U.K. Portfolio under the Existing Debt, receipt of antitrust approval and the performance of the respective obligations of each of the parties to the SPA; and (ii) the satisfaction of certain conditions precedent relating to the SunEdison Bankruptcy and the outcome of the previously announced settlement discussions between TerraForm Power and SunEdison. Vortex’s payment obligations following satisfaction of these conditions are supported by parent equity commitment letters, as well as an obligation to fund an escrow at a credit-worthy U.K.-based bank. Either party may terminate the SPA if the U.K. Transaction has not closed by July 31, 2017. In addition, in the event that by April 15, 2017, either (i) TerraForm Power has not entered into a definitive transaction meeting certain criteria in connection with the previously announced strategic alternatives process or (ii) certain conditions precedent relating to the SunEdison Bankruptcy and the outcome of the previously announced settlement discussions between TerraForm Power and SunEdison have not been satisfied, and Vortex has not waived the outstanding conditions precedent, either the Seller or Vortex may terminate the SPA by notice to the other. In connection with the U.K. Transaction, pursuant to the SPA the Seller has given certain warranties to Vortex relating to the condition of the U.K. Portfolio, which are subject to customary limitations. The Seller’s obligations under the SPA are guaranteed by Terra Operating LLC; however those obligations are subject to market standard limitations on liability and de minimis thresholds. In connection with the U.K. Transaction, Terra Operating LLC has entered into an agreement to indemnify Vortex for certain liabilities and expenses arising out of the SunEdison Bankruptcy. Terra Operating LLC and the Seller also expect to provide a market standard tax indemnity to Vortex at the closing of the U.K. Transaction. The U.K. Transaction is expected to close in the first half of 2017. Residential Portfolio Sale During the third quarter of 2016, the Company began exploring a sale of substantially all of its portfolio of residential rooftop solar assets located in the United States through a strategic sales process. These assets did not meet the criteria to be classified as held for sale as of September 30, 2016 but were determined to meet the criteria during the fourth quarter of 2016. In the third quarter of 2016, in conjunction with the exploration of a sale, the Company recorded a $3.3 million charge within cost of operations as a result of the decision to abandon certain residential construction in progress assets it did not expect to complete. As of September 30, 2016, the assets and liabilities, including non-controlling interests, related to this portfolio were approximately $35 million and $12 million , respectively. The Company's preliminary analysis as of the held for sale date indicated that the carrying value of the assets exceeded the fair value less costs to sell by approximately $13 million . The Company cannot give any assurance as to when or if it will complete any such sale or to the price it will receive for such assets. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 Acquisitions Acquisition of Invenergy Wind Power Plants On December 15, 2015 , the Company acquired operating wind power plants with a combined nameplate capacity of 831.5 MW (net) from Invenergy Wind Global LLC (together with its subsidiaries, “Invenergy Wind”) for $1.3 billion in cash and the assumption of $531.2 million of non-recourse indebtedness. The wind power plants that the Company acquired from Invenergy Wind have contracted PPAs with an average counterparty credit rating of AA as of the acquisition date. Invenergy Wind will retain a 9.9% non-controlling interest in wind power plants located in the U.S. that the Company acquired and will provide certain operation and maintenance services for such assets. Acquisition Accounting for Invenergy Wind The acquisition accounting for the Invenergy Wind acquisition was completed as of the second quarter of 2016, at which point the provisional fair values became final. The final amounts for this acquisition are included in the table within the "Acquisition Accounting" section of this footnote below. The final fair value of assets and liabilities pertaining to the Invenergy Wind acquisition reflects the following changes from the initial opening balance sheet; a decrease of $8.9 million in renewable energy facilities, an increase of $8.1 million in other assets and a decrease of $0.8 million in redeemable non-controlling interest. The operating revenues and net loss of Invenergy Wind acquired in 2015 reflected in the unaudited condensed consolidated statement of operations for the three months ended September 30, 2016 are $17.8 million and $12.7 million , respectively. The operating revenues and net income of Invenergy Wind for the nine months ended September 30, 2016 are $90.3 million and $1.0 million , respectively. Valuation of Non-controlling Interest Invenergy Wind The fair value of the non-controlling interest for Invenergy Wind was determined using a discounted cash flow approach. The redeemable non-controlling interest represents the fair value of 9.9% sponsor equity held by Invenergy Wind. SunEdison LLC, a wholly owned subsidiary of SunEdison, acting as intermediary, entered into certain option arrangements with Invenergy Wind for its remaining 9.9% interest in the wind power plants located in the U.S. (the ‘‘Invenergy Wind Interest’’). Simultaneously, Terra LLC entered into a back to back option agreement with SunEdison LLC on substantially identical terms (collectively the "Option Agreements"). The Option Agreements effectively permit (i) Terra LLC to exercise a call option to purchase the Invenergy Wind Interest over a 180 -day period beginning on September 30, 2019, and (ii) Invenergy Wind to exercise a put option with respect to the Invenergy Wind Interest over a 180 -day period beginning on September 30, 2018. The exercise prices of the put and call options described above would be based on the determination of the fair market value of the Invenergy Wind Interest at the time the relevant option is exercised, subject to certain minimum and maximum thresholds set forth in the Option Agreements. SunEdison LLC is a debtor in the SunEdison Bankruptcy. As such, SunEdison LLC may assume, assume and assign or reject its Option Agreement. If SunEdison LLC rejects its Option Agreement with Invenergy, the Company would not expect to be obligated to perform on its Option Agreement with SunEdison LLC, although the Company cannot assure that result. Acquisition Accounting The acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to the Invenergy Wind business combination as of September 30, 2016 , are as follows: (In thousands) Invenergy Wind Renewable energy facilities $ 1,477,888 Accounts receivable 25,811 Intangible assets 748,300 Restricted cash 31,247 Derivative assets 32,311 Other assets 20,148 Total assets acquired 2,335,705 Accounts payable, accrued expenses and other current liabilities 23,195 Long-term debt, including current portion 531,221 Deferred income taxes 242 Asset retirement obligations 47,346 Other long-term liabilities 6,004 Total liabilities assumed 608,008 Redeemable non-controlling interest 140,635 Non-controlling interest 308,000 Purchase price, net of cash acquired $ 1,279,062 The acquired renewable energy facilities' non-financial assets represent estimates of the fair value of acquired PPA and REC contracts based on significant inputs that are not observable in the market and thus represent a Level 3 measurement (as defined in Note 11. Fair Value of Financial Instruments ). The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 5 to 23 years as of the acquisition date. See Note 6 . Intangibles for additional disclosures related to the acquired intangible assets. Unaudited Pro Forma Supplementary Data The unaudited pro forma supplementary data presented in the table below gives effect to the material 2015 acquisitions, Invenergy Wind, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2015. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the date assumed or of the Company’s results of operations for any future period. Nine Months Ended September 30, (In thousands) 2015 Total operating revenues, net $ 469,619 Net loss (22,761 ) Acquisition costs incurred by the Company related to third party acquisitions were $2.7 million for the nine months ended September 30, 2016 and $11.3 million and $32.7 million for the three and nine months ended September 30, 2015 , respectively. There were no acquisition costs incurred by the Company for the three months ended September 30, 2016. These costs are reflected as acquisition and related costs and acquisition and related costs - affiliate in the unaudited condensed consolidated statements of operations. |
Renewable Energy Facilities
Renewable Energy Facilities | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Renewable Energy Facilities | RENEWABLE ENERGY FACILITIES Renewable energy facilities, net consists of the following: (In thousands) September 30, December 31, 2015 Renewable energy facilities in service, at cost $ 5,405,482 $ 5,906,154 Less accumulated depreciation - renewable energy facilities (306,004 ) (187,874 ) Renewable energy facilities in service, net 5,099,478 5,718,280 Construction in progress - renewable energy facilities 4,079 115,954 Total renewable energy facilities, net $ 5,103,557 $ 5,834,234 Depreciation expense related to renewable energy facilities was $48.1 million and $148.5 million for the three and nine months ended September 30, 2016 , respectively, as compared to $35.7 million and $93.5 million for the same periods in the prior year. Construction in progress represents costs incurred to complete the construction of the facilities in the Company's portfolio that were acquired from SunEdison. When renewable energy facilities are sold to the Company after completion by SunEdison, the Company retroactively recasts its historical financial statements to present the construction activity as if it consolidated the facility at inception of the construction (see Note 2. Transactions Between Entities Under Common Control ). All construction in progress costs are stated at SunEdison's historical cost. These costs include capitalized interest costs incurred during the asset's construction period, which totaled $0.8 million for the nine months ended September 30, 2016 and $6.6 million and $18.0 million for the three and nine months ended September 30, 2015 , respectively. There were no capitalized interest costs for the three months ended September 30, 2016. As of September 30, 2016 , the Company reclassified $562.8 million from renewable energy facilities, net to non-current assets held for sale in the unaudited condensed consolidated balance sheet (see Note 3 . Assets Held for Sale ). There was no amount classified as assets held for sale as of December 31, 2015 . |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES The following table presents the gross carrying amount and accumulated amortization of intangibles as of September 30, 2016 : (In thousands, except weighted average amortization period) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value Favorable rate revenue contracts 16 years $ 719,368 $ (46,331 ) $ 673,037 In-place value of market rate revenue contracts 19 years 555,355 (43,045 ) 512,310 Favorable rate land leases 18 years 15,800 (1,331 ) 14,469 Total intangible assets, net $ 1,290,523 $ (90,707 ) $ 1,199,816 Unfavorable rate revenue contracts 7 years $ 35,086 $ (9,168 ) $ 25,918 Unfavorable rate land lease 16 years 1,000 (93 ) 907 Total intangible liabilities, net $ 36,086 $ (9,261 ) $ 26,825 The following table presents the gross carrying amount and accumulated amortization of intangibles as of December 31, 2015 : (In thousands, except weighted average amortization period) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value Favorable rate revenue contracts 17 years $ 714,137 $ (12,024 ) $ 702,113 In-place value of market rate revenue contracts 20 years 551,226 (22,229 ) 528,997 Favorable rate land leases 19 years 15,800 (746 ) 15,054 Total intangible assets, net $ 1,281,163 $ (34,999 ) $ 1,246,164 Unfavorable rate revenue contracts 8 years $ 35,086 $ (4,951 ) $ 30,135 Unfavorable rate land lease 17 years 1,000 (51 ) 949 Total intangible liabilities, net $ 36,086 $ (5,002 ) $ 31,084 The Company has intangible assets related to revenue contracts, representing long-term PPAs and REC agreements, and favorable rate land leases that were obtained through acquisitions. The revenue contract intangible assets are comprised of favorable rate PPAs and REC agreements and the in-place value of market rate PPAs. The Company also has intangible liabilities related to unfavorable rate PPAs and REC agreements and an unfavorable rate land lease, which are classified within other long-term liabilities in the unaudited condensed consolidated balance sheet. These intangible assets and liabilities are amortized on a straight-line basis over the remaining lives of the agreements, which range from 1 to 28 years as of September 30, 2016 . Amortization expense related to favorable rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations as a reduction of operating revenues, net. Amortization related to unfavorable rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations as an increase to operating revenues, net. During the three and nine months ended September 30, 2016 , net amortization expense related to favorable and unfavorable rate revenue contracts resulted in a reduction of operating revenues, net of $9.8 million and $30.1 million , respectively, as compared to a $3.4 million increase to operating revenues, net and $1.6 million reduction of operating revenues, net for the same periods in the prior year. Amortization expense related to the in-place value of market rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations within depreciation, accretion and amortization expense. During the three and nine months ended September 30, 2016 , amortization expense related to the in-place value of market rate revenue contracts was $7.0 million and $20.8 million , respectively, as compared to $6.0 million and $15.1 million for the same periods in the prior year. Amortization expense related to favorable rate land leases is reflected in the unaudited condensed consolidated statements of operations within cost of operations. Amortization related to the unfavorable rate land lease is reflected in the unaudited condensed consolidated statements of operations as a reduction of cost of operations. During the three and nine months ended September 30, 2016 , net amortization expense related to favorable and unfavorable rate land leases was $0.2 million and $0.6 million , respectively. There was no amortization expense related to favorable and unfavorable rate land leases recorded within cost of operations during the three and nine months ended September 30, 2015 . |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES The Company consolidates variable interest entities ("VIEs") in renewable energy facilities when the Company is the primary beneficiary. The VIEs own and operate renewable energy facilities in order to generate contracted cash flows. The VIEs were funded through a combination of equity contributions from the owners and non-recourse, project-level debt. No VIEs were deconsolidated during the nine months ended September 30, 2016 and 2015 . The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Company's unaudited condensed consolidated balance sheets are as follows: (In thousands) September 30, December 31, 2015 Current assets $ 216,911 $ 180,287 Non-current assets 4,493,532 4,584,886 Total assets $ 4,710,443 $ 4,765,173 Current liabilities $ 509,084 $ 1,043,892 Non-current liabilities 703,299 202,629 Total liabilities $ 1,212,383 $ 1,246,521 The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled by using VIE resources. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | LONG-TERM DEBT Long-term debt consists of the following: (In thousands, except rates) September 30, December 31, 2015 Interest Type Interest Rate (%) 1 Financing Type Corporate-level long-term debt 2 : Senior Notes due 2023 $ 950,000 $ 950,000 Fixed 6.38 3 Senior notes Senior Notes due 2025 300,000 300,000 Fixed 6.63 3 Senior notes Revolver 655,000 655,000 Variable 3.94 4 Revolving loan Non-recourse long-term debt 5 : Permanent financing 2,034,882 2,546,864 Blended 6 6.05 7 Term debt / Senior notes Construction financing — 38,063 Variable N/A Construction debt Financing lease obligations 124,866 136,594 Imputed 5.64 7 Financing lease obligations Total principal due for long-term debt and financing lease obligations 4,064,748 4,626,521 5.81 7 Unamortized discount, net (15,148 ) (20,821 ) Deferred financing costs, net 8 (37,334 ) (43,051 ) Less current portion of long-term debt and financing lease obligations (1,374,327 ) (2,037,919 ) Long-term debt and financing lease obligations, less current portion $ 2,637,939 $ 2,524,730 ——— (1) As of September 30, 2016. (2) Corporate-level debt represents debt issued by Terra Operating LLC and guaranteed by Terra LLC and certain subsidiaries of Terra Operating LLC other than non-recourse subsidiaries as defined in the relevant debt agreements. (3) The interest rate for the Senior Notes due 2023 and the Senior Notes due 2025 reflected in this table excludes, in each case, 3.0% per annum special interest that accrued from September 6, 2016 to and including December 6, 2016 per the terms of the Senior Notes due 2023 fourth supplemental indenture and Senior Notes due 2025 third supplemental indenture as discussed below. (4) The interest rate for the Revolver reflected in this table excludes 1.5% per annum special interest that accrued from September 6, 2016 to and including December 6, 2016 per the terms of the eighth amendment to the Revolver as discussed below. (5) Non-recourse debt represents debt issued by subsidiaries with no recourse to Terra LLC, Terra Operating LLC, or guarantors of the Company's corporate-level debt, other than limited or capped contingent support obligations, which in aggregate are not considered to be material to the Company's business and financial condition. (6) Includes variable rate debt and fixed rate debt. As of September 30, 2016 , 59% of this balance had a variable interest rate and the remaining 41% of this balance had a fixed interest rate. The Company has entered into interest rate swap agreements to fix the interest rates of certain variable rate permanent financing non-recourse debt (see Note 10 . Derivatives ). (7) Represents the weighted average interest rate as of September 30, 2016 . (8) Total net long-term debt and financing lease obligations, including current portion, reflects the reclassification of deferred financing costs to reduce long-term debt as further described in Note 1 . Nature of Operations and Basis of Presentation . Corporate-level Long-term Debt Senior Notes due 2023 and Senior Notes due 2025 The Senior Notes due 2023 and the Senior Notes due 2025 require the Company to timely file with the SEC, or make publicly available, audited annual financial statements and unaudited quarterly financial statements no later than 60 days following the date required by the SEC's rules and regulations (including extensions thereof). The Company has a 90 day grace period from the date a notice of default is deemed to be duly given to Terra Operating LLC in accordance with the Senior Notes due 2023 and the Senior Notes due 2025. On May 31, 2016, Terra Operating LLC received a notice from the trustee of an event of default for failure to deliver 2015 audited annual financial statements. On August 30, 2016, the Company announced the successful completion of a consent solicitation from holders of record on August 16, 2016 of its Senior Notes due 2023 and its Senior Notes due 2025 to obtain waivers relating to certain reporting covenants and to effectuate certain amendments under the indenture dated as of January 28, 2015 (as supplemented) with respect to the Senior Notes due 2023 (the "2023 Indenture") and the indenture dated as of July 17, 2015 (as supplemented) with respect to the Senior Notes due 2025 (the "2025 Indenture"). Terra Operating LLC received validly delivered and unrevoked consents from the holders of a majority of the aggregate principal amount of each series of the notes outstanding as of the record date and paid a consent fee to each consenting holder of $5.00 for each $1,000 principal amount of such series of the notes for which such holder delivered its consent. Under the terms of the waivers obtained, the deadline to comply with the reporting covenants in the indentures relating to the filing of the Company's Form 10-K for 2015 and Form 10-Q for the first quarter of 2016 was extended to December 6, 2016. The Company filed the Form 10-K for 2015 and Form 10-Q for the first quarter of 2016 by the December 6, 2016 deadline. Although the Company's Form 10-Q for the second quarter of 2016 was not filed by December 6, 2016, it was filed with the SEC within the grace period for delivery, and consequently no event of default occurred with respect to the second quarter filing. Following receipt of the requisite consents required to approve the amendments to the respective indentures, Terra Operating LLC entered into a fourth supplemental indenture to the 2023 Indenture and a third supplemental indenture to the 2025 Indenture on August 29, 2016. Effective as of September 6, 2016, the fourth and third supplemental indentures respectively permanently increased the interest rate payable on the Senior Notes due 2023 from 5.875% per annum to 6.375% per annum and the interest rate payable on the Senior Notes due 2025 from 6.125% per annum to 6.625% per annum. In addition, beginning on September 6, 2016 through and including December 6, 2016, special interest accrued on the Senior Notes due 2023 and the Senior Notes due 2025 at a rate equal to 3.0% per annum, which shall be payable in the same manner as regular interest payments on the first interest payment date following December 6, 2016. The fourth and third supplemental indentures also require the Company, upon the consummation of any transaction resulting in any person becoming the beneficial owner of 33.3% or more but less than or equal to 50% of the voting stock of the Company, to make an offer to each holder of the Senior Notes due 2023 and the Senior Notes due 2025, respectively, to repurchase all or any part of that holder's notes at a purchase price in cash equal to 101% of the aggregate principal amount of such notes repurchased. In lieu of making such an offer under either the 2023 Indenture or the 2025 Indenture, the applicable supplemental indenture also provides that Terra Operating LLC may elect to deliver a notice to the trustee under the 2023 Indenture or the 2025 Indenture, as applicable, to permanently increase the interest rate on the Senior Notes due 2023 from 6.375% per annum to 7.375% per annum or the interest rate on the Senior Notes due 2025 from 6.625% per annum to 7.625% per annum, respectively. On January 17, 2017, Terra Operating LLC received a notice of default from the trustee under the 2023 Indenture and the 2025 Indenture for failure to comply with its obligation to timely furnish this Form 10-Q for the third quarter of 2016. However, this Form 10-Q for the third quarter of 2016 was filed with the SEC within the grace period for delivery, and consequently no event of default occurred with respect to the third quarter filing. Revolving Credit Facility The terms of the Revolver require the Company to provide audited annual financial statements within 90 days after the end of the fiscal year, with a 10 -business day cure period. From March 30, 2016 to May 27, 2016, Terra Operating LLC entered into a series of amendments (fourth, fifth, sixth and seventh) to the terms of the Revolver, which provided that the date on which the Company must deliver to the Administrative Agent and other parties to the Revolver its annual financial statements and accompanying audit report with respect to fiscal year 2015 would be extended up to the earlier of (a) the tenth business day prior to the date on which the failure to deliver such financial statements would constitute an event of default under Terra Operating LLC’s 2023 Indenture and (b) March 30, 2017. As described above, Terra Operating LLC obtained a waiver that extended the deadline to comply with the reporting covenants in the 2023 Indenture to December 6, 2016. The sixth amendment provided that the interest rate on loans made under the Revolver and commitment fees paid on undrawn Revolver commitments would be calculated using the highest applicable margin and commitment fee percentage under the Revolver until the first business day of the first quarter following the delivery of 2015 financial statements and the accompanying audit report. Consistent with its obligations under the seventh amendment, Terra Operating LLC entered into an eighth amendment to the terms of the Revolver on September 9, 2016, which increased the interest rate under the Revolver at all applicable margin levels by 50% of the increase in the interest rate on the Senior Notes due 2023 agreed to as part of the consent solicitation process described above. This amendment resulted in an increase in the interest rate payable under the Revolver prior to the eighth amendment by 1.75% for the period from September 6, 2016 to December 6, 2016 and, thereafter, an increase from the interest rate payable prior to the eighth amendment by 0.25% . On September 27, 2016, Terra Operating LLC entered into a consent agreement and ninth amendment to the terms of the Revolver. The consent agreement provided consent for the cross-collateralization of certain utility scale assets located in Canada owned by subsidiaries of the Company as further described in the " Canada project-level financing " section below. In addition, in conjunction with this consent, the agreement provided that Terra Operating LLC would prepay $70.0 million of revolving loans outstanding under the Revolver and permanently reduce the revolving commitments and borrowing capacity by such amount. This amount was repaid by Terra Operating LLC on November 10, 2016, which permanently reduced the borrowing capacity under the Revolver by such amount. On November 25, 2016, Terra Operating LLC entered into a waiver agreement with the requisite lenders under the Revolver. The waiver agreement waived Terra Operating LLC’s obligation to comply with the debt service coverage ratio and leverage ratio financial covenants of the Revolver with respect to the third quarter of 2016 and the requirement to certify compliance with those covenants. In connection with this waiver, Terra Operating LLC made a prepayment of the revolving loans outstanding under the Revolver in an aggregate amount equal to $30.0 million and permanently reduced the revolving commitments and borrowing capacity under the Revolver by that amount. The waiver also extended to January 1, 2017, the deadline for delivery of certain financial information with respect to the third quarter of 2016. Failure to deliver certain summary financial information with respect to the third quarter of 2016 by December 21, 2016 would also have resulted in an event of default under the Revolver. The Company provided the required financial information deliverables by the respective deadlines. Non-recourse Long-term Debt Indirect subsidiaries of Terra Operating LLC have incurred long-term debt obligations with respect to the renewable energy facilities that those subsidiaries own directly or indirectly. This indebtedness of these subsidiaries is typically secured by the renewable energy facility's assets (mainly the renewable energy facility) or equity interests in such renewable energy facilities with no recourse to Terra LLC or Terra Operating LLC other than limited or capped contingent support obligations, which in aggregate are not considered to be material to the Company's business and financial condition. In connection with these financings and in the ordinary course of its business, the Company and its subsidiaries observe formalities and operating procedures to maintain each of their separate existence and can readily identify each of their separate assets and liabilities as separate and distinct from each other. As a result, these subsidiaries are legal entities that are separate and distinct from the Company, Terra LLC and Terra Operating LLC and the guarantors under the Revolver, the Senior Notes due 2023 and Senior Notes due 2025. Non-recourse Debt Defaults SunEdison is a party to or guarantor of a material project agreement, such as asset management or O&M contracts, for most of the Company's non-recourse financing arrangements. As a result of the SunEdison Bankruptcy and delays in delivery of 2015 audited financial statements for certain project-level subsidiaries, among other things, the Company experienced defaults under most of its non-recourse financing agreements in 2016. For certain of these defaults, the corresponding contractual grace periods already expired as of the financial statement issuance date or the Company could not assert that it was probable that the violation will be cured within any remaining grace periods, would be cured for a period of more than twelve months or were not likely to recur. In addition, while the Company has been actively negotiating with the lenders to obtain waivers, the lenders have not currently waived or subsequently lost the right to demand repayment for more than one year from the balance sheet date with respect to certain of these defaults. As the defaults occurred prior to the issuance of the financial statements for the nine months ended September 30, 2016 and for the year ended December 31, 2015 (and prior to the balance sheet date for the September 30, 2016 period), $1.0 billion and $1.9 billion , respectively, of the Company's non-recourse long-term indebtedness, net of unamortized debt discounts and deferred financing costs, was reclassified to current in the unaudited condensed consolidated balance sheet as the Company accounts for debt in default as of the date the financial statements are issued in the same manner as if the default existed as of the balance sheet date. $385.0 million of the September 30, 2016 reclassification amount was reclassified from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale as discussed below. With respect to certain of the non-recourse debt defaults that occurred, the Company obtained waivers and/or cured the defaults prior to the issuance of the financial statements for the nine months ended September 30, 2016, and as a result, $0.8 billion of non-recourse long-term indebtedness, net of unamortized debt discounts and deferred financing costs, is reflected within long-term debt and financing lease obligations, less current portion in the unaudited condensed consolidated balance sheet as of September 30, 2016. As a result of the defaults that existed as of the financial statement issuance date, the Company also reclassified $43.4 million and $61.1 million of long-term restricted cash to current as of September 30, 2016 and December 31, 2015, respectively, consistent with the corresponding debt classification, as the restrictions that required the cash balances to be classified as long-term restricted cash were driven by the financing agreements. As of September 30, 2016, $116.2 million of cash and cash equivalents was also reclassified to current restricted cash as the cash balances were subject to distribution restrictions related to debt defaults that existed as of the balance sheet date. $49.5 million of this reclassification amount was reclassified from current restricted cash to assets held for sale as it related to the portfolio of U.K. assets discussed below. No similar reclassifications were made as of December 31, 2015 as these defaults and distribution restrictions did not exist as of the balance sheet date for that period. Refer to Note 10 . Derivatives for discussion of corresponding interest rate swap reclassifications to current as a result of the debt defaults. Debt Classified as Liabilities Related to Assets Held for Sale As of September 30, 2016, the Company reclassified $385.0 million from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale (see Note 3. Assets Held for Sale ) in the unaudited condensed consolidated balance sheet, which represents non-recourse debt collateralized by project assets for substantially all of the Company's portfolio of solar power plants located in the U.K. No amount of debt was classified as liabilities related to assets held for sale as of December 31, 2015. Canada project-level financing On November 2, 2016, certain of the Company's subsidiaries entered into a new non-recourse loan financing in an aggregate principal amount of $120.0 million Canadian dollars (“CAD”) (including a CAD $6.9 million letter of credit) secured by approximately 40 MW(ac) of utility scale solar power plants located in Canada that are owned by the Company's subsidiaries. This new non-recourse loan has a seven -year maturity and amortizes on a 17 -year sculpted amortization schedule. The loan agreement also permits the Company's subsidiaries to increase the principal amount of the credit facility by up to an additional CAD $123.0 million subject to obtaining additional lender commitments and the satisfaction of certain conditions, including the absence of defaults or events of default, pro forma compliance with debt service coverage ratios and other customary conditions. This new loan facility is non-recourse to Terra LLC and Terra Operating LLC. The proceeds of this financing were used to pay down the Revolver by $70.0 million as described above. Any additional proceeds are also expected to be used for general corporate purposes. Maturities The aggregate contractual payments of long-term debt due after September 30, 2016 , including financing lease obligations and excluding amortization of debt discounts, premiums and deferred financing costs, as stated in the financing agreements, are as follows: (In thousands) Remainder of 2016¹ 2017 2 2018 2019 2020 Thereafter Total Maturities of long-term debt as of September 30, 2016 3 $ 134,531 $ 645,203 $ 112,042 $ 538,660 $ 92,018 $ 2,542,294 $ 4,064,748 ———— (1) Includes $100.0 million of Revolver indebtedness that was paid during the fourth quarter of 2016 as discussed above. (2) Includes $555.0 million of Revolver indebtedness as management currently intends to repay this indebtedness during 2017. (3) Represents the contractual principal payment due dates for the Company's long-term debt and does not reflect the reclassification of $0.6 billion of long-term debt to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The income tax provision consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except effective tax rate) 2016 2015 2016 2015 (Loss) income before income tax expense $ (26,571 ) $ 4,091 $ (103,038 ) $ (49,266 ) Income tax expense 1,140 1,673 3,115 2,842 Effective tax rate (4.3 )% 40.9 % (3.0 )% (5.8 )% As of September 30, 2016 , TerraForm Power owns 65.5% of Terra LLC and consolidates the results of Terra LLC through its controlling interest. The Company records SunEdison's 34.5% ownership of Terra LLC as a non-controlling interest in the financial statements. Terra LLC is treated as a partnership for income tax purposes. As such, the Company records income tax on its 65.5% of Terra LLC's taxable income and SunEdison records income tax on its 34.5% share of Terra LLC's taxable income. For the three and nine month periods ended September 30, 2016 and 2015, the overall effective tax rate was different than the statutory rate of 35% primarily due to the recording of a valuation allowance on certain tax benefits attributed to the Company and to lower statutory income tax rates in the Company's foreign jurisdictions. As of September 30, 2016 , most jurisdictions are in a net deferred tax asset position. A valuation allowance is recorded against the deferred tax assets primarily because of the history of losses in those jurisdictions. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES As part of the Company’s risk management strategy, the Company has entered into derivative instruments which include interest rate swaps, foreign currency contracts and commodity contracts to mitigate interest rate, foreign currency and commodity price exposure. If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, Derivatives and Hedging , the Company designates its derivative instruments as cash flow hedges. The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. Foreign currency contracts are used to reduce risks arising from the change in fair value of certain foreign currency denominated assets and liabilities. The objective of these practices is to minimize the impact of foreign currency fluctuations on operating results. The Company also enters into commodity contracts to economically hedge price variability inherent in electricity sales arrangements. The objectives of the commodity contracts are to minimize the impact of variability in spot electricity prices and stabilize estimated revenue streams. The Company does not use derivative instruments for speculative purposes. As of September 30, 2016 and December 31, 2015 , fair values of the following derivative instruments were included in the balance sheet captions indicated below: Fair Value of Derivative Instruments Hedging Contracts Derivatives Not Designated as Hedges (In thousands) Interest Rate Swaps Commodity Contracts Interest Rate Swaps Foreign Currency Contracts Commodity Contracts Gross Amounts of Assets/Liabilities Recognized Gross Amounts Offset in Consolidated Balance Sheet Net Amounts in Consolidated Balance Sheet As of September 30, 2016 Prepaid expenses and other current assets $ — $ 7,619 $ — $ 1,041 $ 12,966 $ 21,626 $ — $ 21,626 Other assets — 49,272 — 540 28,842 78,654 — 78,654 Total assets $ — $ 56,891 $ — $ 1,581 $ 41,808 $ 100,280 $ — $ 100,280 Accounts payable and other current liabilities $ 19,186 $ — $ 1,513 $ — $ — $ 20,699 $ — $ 20,699 Liabilities related to assets held for sale — — 33,216 — — 33,216 — — 33,216 Other long-term liabilities 11,353 — — — — 11,353 — 11,353 Total liabilities $ 30,539 $ — $ 34,729 $ — $ — $ 65,268 $ — $ 65,268 As of December 31, 2015 Prepaid expenses and other current assets $ — $ 11,455 $ — $ 3,875 $ 12,542 $ 27,872 $ (1,451 ) $ 26,421 Other assets 487 51,699 — 2,836 30,799 85,821 (70 ) 85,751 Total assets $ 487 $ 63,154 $ — $ 6,711 $ 43,341 $ 113,693 $ (1,521 ) $ 112,172 Accounts payable and other current liabilities $ 19,081 $ — $ 1,104 $ 3,777 $ — $ 23,962 $ (1,451 ) $ 22,511 Other long-term liabilities — — — 70 — 70 (70 ) — Total liabilities $ 19,081 $ — $ 1,104 $ 3,847 $ — $ 24,032 $ (1,521 ) $ 22,511 As of September 30, 2016 and December 31, 2015 , notional amounts for derivative instruments consisted of the following: Notional Amount as of (In thousands) September 30, December 31, 2015 Derivatives designated as hedges: Interest rate swaps (USD) $ 442,530 $ 468,067 Interest rate swaps (GBP) — 222,018 Commodity contracts (MWhs) 18,401 18,401 Derivatives not designated as hedges: Interest rate swaps (USD) 14,936 15,794 Interest rate swaps (GBP) 222,018 — Foreign currency contracts (GBP) — 112,168 Foreign currency contracts (CAD) 30,507 40,566 Commodity contracts (MWhs) 2,248 1,828 The Company has elected to present net derivative assets and liabilities on the balance sheet as a right to setoff exists. For interest rate swaps, the Company either nets derivative assets and liabilities on a trade-by-trade basis or nets them in accordance with a master netting arrangement if such an arrangement exists with the counterparties. Foreign currency contracts are netted by currency in accordance with a master netting arrangement. The Company has a master netting arrangement for its commodity contracts for which no amounts were netted as of September 30, 2016 as each of the commodity contracts were in a gain position. Gains and losses on derivatives not designated as hedges for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Location of Loss (Gain) in the Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Interest rate swaps Interest expense, net $ 5,127 $ 495 $ 36,583 $ 454 Foreign currency contracts Loss on foreign currency exchange, net (73 ) (4,565 ) (905 ) (1,705 ) Commodity contracts Operating revenues, net (3,095 ) (5,139 ) (11,009 ) (6,901 ) During the second quarter of 2016, the Company discontinued hedge accounting for interest rate swaps that were previously designated as cash flow hedges of the forecasted interest payments pertaining to variable rate project debt in the U.K. portfolio. The forecasted transactions were deemed probable of not occurring beyond June of 2017 as a result of an evaluation of the offers received related to the planned sale of the U.K. portfolio during the second quarter. The sale would either cause a repayment of the debt or the assumption of the debt by the buyer. This resulted in the reclassification of $16.9 million of losses from accumulated other comprehensive income into interest expense, net in the unaudited condensed consolidated statement of operations during the nine months ended September 30, 2016. The Company also prospectively discontinued hedge accounting for these interest rate swaps that were designated as cash flow hedges of the forecasted interest payments through June of 2017 as the forecasted transactions were deemed no longer probable of occurring. Subsequent to the discontinuation of hedge accounting, the Company recognized additional unrealized losses of $18.9 million pertaining to these interest rate swaps during the second and third quarter of 2016 that are also reported in interest expense, net in the unaudited condensed consolidated statement of operations. Gains and losses recognized related to interest rate swaps designated as cash flow hedges for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Three Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) (In thousands) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ 798 $ (1,135 ) Interest expense, net $ 3,114 $ 129 $ (17 ) $ — Commodity contracts 13,460 32,985 Operating revenues, net 50 — 382 — Total $ 14,258 $ 31,850 $ 3,164 $ 129 $ 365 $ — Nine Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) (In thousands) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ (39,547 ) $ (2,955 ) Interest expense, net $ 9,743 $ 3,336 $ 474 $ — Commodity contracts 7,199 40,488 Operating revenues, net (9,997 ) — 3,465 — Total $ (32,348 ) $ 37,533 $ (254 ) $ 3,336 $ 3,939 $ — As of September 30, 2016 and December 31, 2015 , the Company had posted letters of credit in the amount of $18.0 million , respectively, as collateral related to certain commodity contracts. Certain derivative contracts contain provisions providing the counterparties a lien on specific assets as collateral. There was no cash collateral received or pledged as of September 30, 2016 and December 31, 2015 related to the Company's derivative transactions. Derivatives Designated as Hedges Interest Rate Swaps The Company has interest rate swap agreements to hedge variable rate non-recourse debt. These interest rate swaps qualify for hedge accounting and were designated as a cash flow hedges. Under the interest rate swap agreements, the renewable energy facilities pay a fixed rate and the counterparties to the agreements pay a variable interest rate. The amounts deferred in other comprehensive income and reclassified into earnings during the three and nine months ended September 30, 2016 and 2015 related to the interest rate swaps are pr ovided in the tables above. The loss expected to be reclassified into earnings over the next twelve months is approximately $6.5 million . The maximum term of outstanding interest rate swaps designated as hedges is 17 years. As discussed in Note 8. Long-term debt , the Company experienced defaults under certain of its non-recourse financing agreements prior to the issuance of the financial statements for both the nine months ended September 30, 2016 and for the year ended December 31, 2015. As the Company's interest rate swap agreements contain cross-default provisions, $12.8 million and $7.6 million , respectively, of related liabilities have been reclassified to current as of September 30, 2016 and December 31, 2015 . The Company is actively working with the counterparties to cure these defaults and obtain waivers as necessary. The Company does not currently expect any changes to the underlying cash flows as a result of these defaults and thus has determined that there is no impact to the swaps' qualification for hedge accounting and designation as cash flow hedges. If, as a result of cross-default, these interest rate swap agreements are terminated within the next twelve months, then the Company would reclassify an additional $1.6 million of losses accumulated in other comprehensive income into earnings. Commodity Contracts The Company has long-dated physically delivered commodity PPAs that hedge variability in cash flows associated with the sales of power from certain renewable energy facilities located in Texas. These commodity contracts qualify for hedge accounting and are designated as cash flow hedges. Accordingly, the effective portions of the change in fair value of these derivatives are reported in accumulated other comprehensive income and subsequently reclassified to earnings in the periods when the hedged transactions affect earnings. Any ineffective portions of the derivatives’ change in fair value are recognized currently in earnings. The amounts deferred in other comprehensive income and reclassified into earnings during the three and nine months ended September 30, 2016 and 2015 related to the commodity contracts are provided in the tables above. The gain expected to be reclassified into earnings over the next twelve months is approximately $4.8 million . The maximum term of outstanding commodity contracts designated as hedges is 13 years. Derivatives Not Designated as Hedges Interest Rate Swaps The Company has interest rate swap agreements that economically hedge the cash flows for non-recourse debt. These interest rate swaps pay a fixed rate and the counterparties to the agreements pay a variable interest rate. The changes in fair value are recorded in interest expense, net in the unaudited condensed consolidated statement of operations as these hedges are not accounted for under hedge accounting. As discussed in Note 8. Long-term debt , the Company experienced defaults under certain of its non-recourse financing agreements prior to the issuance of the financial statements for the nine months ended September 30, 2016 and for the year ended December 31, 2015. As the Company's interest rate swap agreements contain cross-default provisions, $31.1 and $0.7 million , respectively, of related liabilities have been reclassified to current as of September 30, 2016 and December 31, 2015 . The Company is actively working with the counterparties to cure these defaults and obtain waivers as necessary. As of September 30, 2016, the Company classified $33.2 million of related current derivative liabilities as liabilities related to assets held for sale. These pertain to interest rate swap agreements for the U.K. portfolio that were previously designated as cash flow hedges but are now being accounted for as derivatives not designated as hedges, with the changes in fair value being recorded through earnings. The impact of the change in accounting treatment has been discussed previously within this footnote. Foreign Currency Contracts The Company has foreign currency contracts in order to economically hedge its exposure to foreign currency fluctuations. The settlement of these hedges occurs on a quarterly basis through maturity. As these hedges are not accounted for under hedge accounting, the changes in fair value are recorded in loss on foreign currency exchange, net in the unaudited condensed consolidated statements of operations. Commodity Contracts The Company has commodity contracts in order to economically hedge commodity price variability inherent in certain electricity sales arrangements. If the Company sells electricity to an independent system operator market and there is no PPA available, it may enter into a commodity contract to hedge all or a portion of their estimated revenue stream. These commodity contracts require periodic settlements in which the Company receives a fixed price based on specified quantities of electricity and pays the counterparty a variable market price based on the same specified quantity of electricity. As these hedges are not accounted for under hedge accounting, the changes in fair value are recorded in operating revenues net, in the unaudited condensed consolidated statement of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. The Company uses valuation techniques that maximize the use of observable inputs. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. If the inputs into the valuation are not corroborated by market data, in such instances, the valuation for these contracts is established using techniques including extrapolation from or interpolation between actively traded contracts as well as calculation of implied volatilities. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized as Level 3. The Company regularly evaluates and validates the inputs used to determine fair value of Level 3 contracts by using pricing services to support the underlying market price of commodity. The Company uses a discounted cash flow valuation technique to fair value its derivative assets and liabilities. The primary inputs in the valuation models for commodity contracts are market observable forward commodity curves and risk-free discount rates and to a lesser degree credit spreads and volatilities. The primary inputs into the valuation of interest rate swaps and foreign currency contracts are forward interest rates, foreign currency exchange rates, and to a lesser degree credit spreads. Recurring Fair Value Measurements The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: (In thousands) As of September 30, 2016 As of December 31, 2015 Assets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swaps $ — $ — $ — $ — $ — $ 487 $ — $ 487 Commodity contracts — 41,808 56,891 98,699 — 43,341 63,154 106,495 Foreign currency contracts — 1,581 — 1,581 — 5,190 — 5,190 Total derivative assets $ — $ 43,389 $ 56,891 $ 100,280 $ — $ 49,018 $ 63,154 $ 112,172 Liabilities Interest rate swaps $ — $ 65,268 $ — $ 65,268 $ — $ 20,185 $ — $ 20,185 Foreign currency contracts — — — — — 2,326 — 2,326 Total derivative liabilities $ — $ 65,268 $ — $ 65,268 $ — $ 22,511 $ — $ 22,511 The Company's interest rate swaps, commodity contracts not designated as hedges and foreign currency contracts are considered Level 2, since all significant inputs are corroborated by market observable data. The Company's commodity contracts designated as hedges are considered Level 3 as they contain significant unobservable inputs. There were no transfers in or out of Level 1, Level 2 and Level 3 during the nine months ended September 30, 2016 . The following table reconciles the changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Beginning balance $ 43,763 $ (14,676 ) $ 63,154 $ — Realized and unrealized gains (losses): Included in Other Comprehensive Income 13,511 32,985 (2,798 ) 40,488 Included in Operating revenues (433 ) — 6,532 — Purchases (acquisition of commodity contracts) — — — (22,179 ) Settlements 50 — (9,997 ) — Balance as of September 30 $ 56,891 $ 18,309 $ 56,891 $ 18,309 The significant unobservable inputs used in the valuation of the Company's commodity contracts categorized as Level 3 of the fair value hierarchy as of September 30, 2016 are as follows: (In thousands, except range) Fair Value as of September 30, 2016 Transaction Type Assets Liabilities Valuation Technique Unobservable Inputs Range Commodity contracts - power $ 56,891 $ — Discounted cash flow Forward price (per MWh) $ 15.4 - $ 85.5 Option model Volatilities 3.3 % - 9.4 % The sensitivity of the Company's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows: Significant Unobservable Input Position Impact on Fair Value Measurement Increase (decrease) in forward price Forward sale Decrease (increase) Increase (decrease) in implied volatilities Purchase option Increase (decrease) The Company measures the sensitivity of the fair value of its Level 3 commodity contracts to potential changes in commodity prices using a mark-to-market analysis based on the current forward commodity prices and estimates of the price volatility. An increase in power forward prices will produce a mark-to-market loss, while a decrease in prices will result in a mark-to-market gain. Fair Value of Debt The carrying amount and estimated fair value of the Company's long-term debt as of September 30, 2016 and December 31, 2015 is as follows: As of September 30, 2016 As of December 31, 2015 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion $ 4,012,266 $ 4,131,352 $ 4,562,649 $ 4,357,322 The fair value of the Company's long-term debt, except the senior notes was determined using inputs classified as Level 2 and a discounted cash flow approach using market rates for similar debt instruments. The fair value of the senior notes is based on market price information which is classified as a Level 1 input. They are measured using the last available trades at the end of each respective period. The fair value of the Senior Notes due 2023 and the Senior Notes due 2025 were 103.31% and 104.81% of face value as of September 30, 2016, respectively, and 83.13% and 80.75% of face value as of December 31, 2015, respectively. The fair value is not indicative of the amount that the Company would have to pay to redeem these notes as they are not callable at this time. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY As of September 30, 2016 , the following shares of TerraForm Power were outstanding: Share Class: Shares Outstanding Shareholder(s) Class A common stock 91,346,867 * Class B common stock 48,202,310 SunEdison Total Shares 139,549,177 ——— * Class A common stockholders are comprised of public and private investors, executive officers, management and personnel who provide services to the Company. Shares of Class A common stock outstanding exclude 181,834 shares of common stock held in treasury. The total par value of Class A common stock reflected on the unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of stockholders' equity as of September 30, 2016 includes 181,834 shares of stock held in treasury and excludes 459,800 shares of unvested restricted Class A common stock awards ( see Note 13. Stock-based Compensation ). Reduction in SunEdison’s Ownership of Class B Shares On January 22, 2016 , TerraForm Power issued 12,161,844 shares of Class A common stock to affiliates of the D.E. Shaw group, Madison Dearborn Capital Partners IV, L.P. and Northwestern University and Terra LLC issued 12,161,844 Class A units of Terra LLC to TerraForm Power upon conversion of 12,161,844 Class B shares of TerraForm Power common stock and 12,164,844 Class B units of Terra LLC held by SunEdison. After giving effect to the conversion, SunEdison indirectly owns 48,202,310 Class B shares of TerraForm Power and 48,202,310 Class B units of Terra LLC. Stockholder Protection Rights Agreement On July 24, 2016, the Company's board of directors adopted a Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one Right on each outstanding share of TerraForm Power Class A common stock. The record date to determine which stockholders are entitled to receive the Rights is August 4, 2016. The Rights Agreement was adopted in response to the potential sale of a significant equity stake in the Company by SunEdison and the potential accumulation of TerraForm Power Class A shares. Dividends TerraForm Power has not declared or paid a dividend for the fourth quarter of 2015 or for any of the quarters in 2016. As a result of the SunEdison Bankruptcy, the limitations on the Company's ability to access the capital markets for its corporate debt and equity securities and other risks that the Company faces as detailed in this report, the Company's management believes it is prudent to defer any decisions on paying dividends to its shareholders for the time being. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | STOCK-BASED COMPENSATION The Company has equity incentive plans that provide for the award of incentive and nonqualified stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs") to personnel and directors who provide services to the Company, including personnel and directors who also provide services to SunEdison. As of September 30, 2016 , an aggregate of 3,690,225 shares of Class A common stock were available for issuance under these plans. Upon exercise of stock options or the vesting of the RSUs, the Company will issue shares that have been previously authorized to be issued. Stock-based compensation costs related to equity awards in the Company's stock are allocated to the Company and SunEdison based on the relative percentage of time that the personnel and directors spend providing services to the respective companies. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been allocated to the Company was $0.8 million and $2.1 million during the three and nine months ended September 30, 2016, respectively, as compared to $2.6 million and $8.9 million for the same periods in the prior year, and is reflected in the unaudited condensed consolidated statements of operations within general and administrative expenses. The amount of stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison was $0.9 million and $2.5 million for the three and nine months ended September 30, 2016, respectively, as compared to $2.0 million and $2.3 million for the same periods in the prior year and is recognized as a distribution to SunEdison within Net SunEdison investment on the unaudited condensed consolidated statement of stockholders' equity with no impact to the Company's unaudited condensed consolidated statements of operations. Similarly, stock-based compensation costs related to equity awards in the stock of SunEdison for personnel and directors who provide services to the Company are allocated to the Company based on the relative percentage of time that the personnel and directors spend providing services to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison that was allocated to the Company was $0.6 million and $1.8 million for the three and nine months ended September 30, 2016, respectively, as compared to $0.1 million and $1.3 million for the same periods in the prior year and is reflected in the unaudited condensed consolidated statements of operations within general and administrative expenses - affiliate and has been treated as an equity contribution from SunEdison within Net SunEdison investment on the unaudited condensed consolidated statement of stockholders' equity. Restricted Stock Awards RSAs provide the holder with immediate voting rights, but are restricted in all other respects until vested. Upon a termination of employment for any reason, any unvested shares of Class A common stock held by the terminated participant will be forfeited. All unvested RSAs are paid dividends and distributions. The following table presents information regarding outstanding RSAs as of September 30, 2016 , and changes during the nine months ended September 30, 2016 : Number of RSAs Outstanding Weighted Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in millions) Balance at January 1, 2016 1,859,616 $ 2.93 Converted (619,063 ) 2.81 Forfeited (874,358 ) 2.14 Balance at September 30, 2016 366,195 $ 8.51 $ 5.1 No RSAs were granted during the nine months ended September 30, 2016 or 2015. As of September 30, 2016 , $0.1 million of total unrecognized compensation cost related to these awards is expected to be recognized over a period of approximately 0.3 years. Restricted Stock Units RSUs will not entitle the holders to voting rights and holders of the RSUs will not have any right to receive dividends or distributions. The following table presents information regarding outstanding RSUs as of September 30, 2016 , and changes during the nine months ended September 30, 2016 : Number of RSUs Outstanding Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Life (in Years) Balance at January 1, 2016 3,208,394 Granted 163,595 Converted (315,766 ) Forfeited (1,233,160 ) Balance at September 30, 2016 1,823,063 $ 25.4 1.1 As of September 30, 2016 , $18.3 million of total unrecognized compensation cost related to RSUs is expected to be recognized by SunEdison and the Company over a weighted average period of approximately 2.1 years. The weighted-average fair value of RSUs on the date of grant was $11.05 and $33.69 for the nine months ended September 30, 2016 and 2015, respectively. On August 11, 2016, the Company awarded 128,272 RSUs to certain employees and executive officers of SunEdison and the Company. These are time-based awards which will vest on the following schedule: 25% after one year, 25% after two years, and 50% after three years. The grant-date fair value of these awards was $1.6 million which will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period. Stock Options The following table presents information regarding outstanding stock options as of September 30, 2016 and changes during the period then ended: Number of Stock Options Outstanding Weighted Average Exercise Price Per Share Balance as of January 1, 2016 56,250 $ 29.31 Expired (56,250 ) 29.31 Balance as of September 30, 2016 — $ — As of September 30, 2016 , there was no unrecognized compensation cost in relation to outstanding stock options. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | LOSS PER SHARE Loss per share (“EPS”) is based upon the weighted average shares outstanding. Unvested RSAs that contain non-forfeitable rights to dividends are treated as participating securities and are included in the EPS computation using the two-class method, to the extent that there are undistributed earnings available as such securities do not participate in losses. Basic and diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2016 and 2015 was calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Basic and diluted loss per share¹: Net loss attributable to Class A common stockholders $ (26,171 ) $ (820 ) $ (47,559 ) $ (22,136 ) Less: dividends paid on Class A shares and participating RSAs — (26,797 ) — (46,879 ) Undistributed loss attributable to Class A shares $ (26,171 ) $ (27,617 ) $ (47,559 ) $ (69,015 ) Weighted average basic and diluted Class A shares outstanding 90,860 77,522 89,140 61,777 Distributed earnings per share $ — $ 0.33 $ — $ 0.73 Undistributed loss per share (0.29 ) (0.36 ) (0.53 ) (1.12 ) Basic and diluted loss per share $ (0.29 ) $ (0.03 ) $ (0.53 ) $ (0.39 ) ——— (1) The computations for diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2016 exclude 459,800 of unvested RSAs and 1,823,063 of unvested RSUs because the effect would have been anti-dilutive. The computations for diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2015 exclude 2,407,483 of unvested RSAs, 2,215,373 of unvested RSUs and 150,000 options to purchase the Company's shares because the effect would have been anti-dilutive. |
Non-controlling Interests
Non-controlling Interests | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NON-CONTROLLING INTERESTS Non-controlling Interests Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company. The following table presents the non-controlling interest balances reported in stockholders’ equity in the unaudited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 SunEdison's non-controlling interest in Terra LLC $ 700,298 $ 897,409 Non-controlling interests in renewable energy facilities 810,841 858,117 Total non-controlling interests $ 1,511,139 $ 1,755,526 As of September 30, 2016 , TerraForm Power owned 65.5% of Terra LLC and consolidated the results of Terra LLC through its controlling interest, with SunEdison's 34.5% interest shown as a non-controlling interest. Redeemable Non-controlling Interests Non-controlling interests in subsidiaries that are redeemable either at the option of the holder or at fixed and determinable prices at certain dates are classified as redeemable non-controlling interests in subsidiaries between liabilities and stockholders' equity in the unaudited condensed consolidated balance sheets. The redeemable non-controlling interests in subsidiaries balance is determined using the hypothetical liquidation at book value method for the VIE funds or allocation of share of income or losses in other subsidiaries subsequent to initial recognition; however, the non-controlling interests balance cannot be less than the estimated redemption value. The following table presents the activity of the redeemable non-controlling interest balance reported on the unaudited condensed consolidated balance sheet for the nine months ended September 30, 2016 : Redeemable Non-controlling Interests (In thousands) Capital Retained Earnings Total Balance as of December 31, 2015 $ 167,199 $ 8,512 $ 175,711 Distributions (8,420 ) — (8,420 ) Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility (780 ) — (780 ) Net income — 16,374 16,374 Balance as of September 30, 2016 $ 157,999 $ 24,886 $ 182,885 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Letters of Credit The Company's customers, vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. As of September 30, 2016 , the Company had outstanding letters of credit under the Revolver of $68.3 million and outstanding project-level letters of credit of $140.6 million . Guarantee Agreements The Company and its subsidiaries have provided guarantees to certain of its institutional tax equity investors and financing parties in connection with its tax equity financing transactions. These guarantees do not guarantee the returns targeted by the tax equity investors or financing parties, but rather support any potential indemnity payments payable under the tax equity agreements, including related to management of tax partnerships and recapture of tax credits or renewable energy grants in connection with transfers of the Company’s direct or indirect ownership interests in the tax partnerships to entities that are not qualified to receive those tax benefits. The Company and its subsidiaries have also provided guarantees in connection with acquisitions of third party assets or to support project contractual obligations, including renewable energy credit sales agreements, and may provide additional guarantees in connection with future acquisitions or project contractual obligations. The Company and its subsidiaries have also provided other capped or limited contingent guarantees and other support obligations with respect to certain project-level indebtedness. Commitments to Acquire Renewable Energy Facilities As of September 30, 2016, the Company did not have any open commitments to acquire renewable energy facilities from SunEdison, other than as described with respect to the Invenergy Wind Option Agreements (see Note 17 . Related Parties for further discussion). The Company had a commitment of $58.7 million to acquire two wind power plants with a combined nameplate capacity of 98.6 MW from Invenergy Wind that expired on July 1, 2016. On January 20, 2017, Invenergy Wind provided notice of termination of the purchase agreement related to these power plants, and as a result, the Company does not expect to purchase these facilities. Legal Proceedings The Company is not a party to any legal proceedings other than various administrative and regulatory proceedings arising in the ordinary course of the Company's business or as described below. While the Company cannot predict with certainty the ultimate resolution of such proceedings or other claims asserted against the Company, certain of the claims, if adversely concluded, could result in substantial damages or other relief. Stockholder Derivative Lawsuits On December 28, 2015, a verified stockholder derivative complaint (Central Laborers’ Pension Fund et al. v. Peter Blackmore et al., Case No. 11847) on behalf of the Company, was filed in the Court of Chancery in the State of Delaware against the Company, as nominal defendant, and SunEdison, and certain individual directors of the Company, as defendants (the “Central Laborers’ Proceeding”). The lawsuit alleges that certain members of the Company’s board of directors breached their fiduciary duties of loyalty and care by agreeing to enter into an agreement (the “July Vivint Transaction”) with SunEdison on July 20, 2015 to acquire certain residential rooftop solar assets (the “Vivint Assets”) that SunEdison was acquiring as part of SunEdison’s acquisition of Vivint Solar, Inc. (“Vivint Solar”), by agreeing to terms that were grossly unfair to the Company and designed for the benefit of SunEdison, thereby failing to act in the best interests of the Company. The lawsuit further alleges that the approval of the modifications to the Company’s agreements under the July Vivint Transaction (the “December Vivint Transaction”) by the board of directors of the Company was on terms that are unfair to the Company and improperly favor SunEdison to the detriment of the Company and its stockholders. The complaint further alleges that SunEdison, as the Company’s controlling stockholder, breached its fiduciary duty not to advance SunEdison’s interest at the expense of the Company’s interests by causing the Company to (i) overpay to acquire assets in both the July Vivint Transaction and in the December Vivint Transaction in order to finance SunEdison’s purchase of Vivint Solar, and (ii) commit to purchase future residential solar generation facilities from SunEdison over the next five years so that SunEdison could use the Company’s commitment to acquire a loan to partially cover its financial obligations in its transaction to acquire Vivint Solar. The plaintiffs in the lawsuit seek damages for the Company for the damages the Company has and will suffer as a result of the defendants’ breaches of fiduciary duty. The lawsuit also seeks an award of the plaintiffs’ costs and disbursements, including attorneys’ fees and expenses. On January 12, 2016, a verified stockholder derivative complaint (Appaloosa Investment Limited Partnership I et al. v. SunEdison, Inc. et al., Case No. 11898) on behalf of the Company was filed in the Court of Chancery in the State of Delaware against the Company, as nominal defendant, and against SunEdison and three of the Company’s individual directors, as defendants (the “Appaloosa Proceeding”). The lawsuit alleges that SunEdison, as the Company’s controlling stockholder, breached its fiduciary duties to the Company and its minority stockholders by causing the Company, amongst other things, to (i) enter into an amended transaction to acquire the Vivint Assets from SunEdison for its benefits at the expense of the Company’s interests, (ii) purchase the Vivint Assets at an unfair price, and (iii) agree to an unfair Take/Pay arrangement so that SunEdison could use such commitment by the Company to acquire a loan to partially cover its financial obligations in connection with its own contemplated merger with Vivint Solar, for which SunEdison never compensated the Company. The lawsuit also contends that the current members of the Corporate Governance and Conflicts Committee of the Company’s board of directors breached their fiduciary duty of loyalty to the Company’s minority stockholders by, amongst other things, approving the transaction on terms that are unfair to the Company and improperly favor SunEdison to the detriment of the Company and its stockholders. The lawsuit seeks to enjoin the completion of the transaction, rescission of such transaction or, alternatively, awarding rescissory damages, in the event it is consummated. The lawsuit also seeks an award of the plaintiffs’ costs and disbursements, including reasonable attorneys’ fees and expenses. On January 26, 2016, the Delaware Chancery Court consolidated the Appaloosa Proceeding and the Central Laborers’ Proceeding into a single proceeding and named Appaloosa Investment Limited Partnership I as lead plaintiff and named counsel to the lead plaintiff as lead counsel (the “Consolidated Proceeding”). On February 16, 2016, the Delaware Chancery Court held a hearing on the plaintiff’s motion for a preliminary injunction of the Vivint transaction, and on February 26, 2016, the Chancery Court issued a bench ruling denying plaintiff’s motion for a preliminary injunction. In that ruling, the court concluded that the plaintiffs had not demonstrated that irreparable harm would result if the court failed to preliminarily enjoin the Company’s purchase of the Purchased Subsidiaries under the Amended Purchase Agreement with SunEdison and the Company’s entry into the take/pay transaction pursuant to the Amended and Restated Interim Agreement with SunEdison (collectively, the “Challenged Transaction”). Following the termination of the Vivint acquisition, the Plaintiffs filed an amended complaint alleging that SunEdison and certain director defendants breached their fiduciary duties by engaging in the Challenged Transaction and associated management changes. The Plaintiffs amended complaint sought money damages to be determined at trial and equitable relief intended to undo those management changes and to require that the Conflicts Committee of the Company be chosen by the majority of the Company’s Class A shareholders. On April 20, 2016, the Plaintiffs filed a second amended complaint that added allegations against certain of the Company’s directors for failing to appoint new members to the Conflicts Committee following the appointment of the current members of the Conflicts Committee to the then newly created Office of the Chairman. Effective April 21, 2016, the Office of the Chairman was abolished, and the board of directors of the Company confirmed and ratified that Peter Blackmore was serving as the Company’s Chairman and Interim Chief Executive Officer. On June 20, 2016, the Defendants filed a briefing in support of motions to dismiss the case. On August 25, 2016, the parties informed the Delaware Chancery Court that they are discussing settlement. In light of these settlement discussions, the court suspended the deadlines associated with the pending motions to dismiss. On September 27, 2016, the Company reached a settlement agreement with Appaloosa Investment Limited Partnership I to resolve its stockholder derivative suit, as well as derivative claims by stockholders relating to the Vivint Solar transaction. On December 19, 2016, the Chancery Court approved the proposed settlement. The period for appeals has now expired. Securities Class Action On April 4, 2016, a securities class action under federal securities laws (Chamblee v. TerraForm Power, Inc., et al., Case No. 1:16-cv-00981-JFM) was filed in the United States District Court for the District of Maryland against the Company and two of its former officers ( one of which was also a director of the Company) asserting claims under Section 10(b) and 20(a) of the Securities and Exchange Act of 1934 and SEC Rule 10b-5 on behalf of a putative class. The Complaint alleges that the defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies, including with respect to disclosures regarding SunEdison’s internal controls and the Company's reliance on SunEdison. An amended complaint was filed on September 26, 2016 and a former officer and director of the Company were added as defendants. On October 4, 2016, the Judicial Panel on Multidistrict Litigation transferred this matter to the U.S. District Court for the Southern District of New York (SDNY) for consolidated or coordinated pretrial proceedings. On December 19, 2016, an initial case management conference was held in the multidistrict litigation proceedings in the SDNY. The Court entered an order requiring all parties to the multidistrict litigation to mediate and entered a partial stay of all proceedings through March 31, 2017. The parties attended an initial mediation in February of 2017 and the Company expects to continue the mediation process for the time being. The parties are to file a status report on the mediation by March 17, 2017. While the Company cannot predict with certainty the ultimate resolution of this proceeding, the Company believes each of the allegations in this complaint are without merit and intends to contest these allegations vigorously. Settlement Agreement with Latin America Power Holding On April 20, 2016, TerraForm Power and Terra LLC (together, the “TerraForm Power Parties”) entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with BTG Pactual Brazil Infrastructure Fund II, L.P., P2 Brasil Private Infrastructure Fund II, L.P., P2 Fund II LAP Co-Invest, L.P., P2 II LAP Co-Invest UK, L.P., GMR Holding B.V. (collectively, the “LAP Shareholders”), and Roberto Sahade, LAP’s chief executive officer (together with the LAP Shareholders and the TerraForm Power Parties, the “Parties”). The Settlement Agreement resolves the disputes between the Parties in connection with the previously announced termination of that certain Amended and Restated Share Purchase Agreement, dated May 19, 2015 (the “Share Purchase Agreement”), among SunEdison Holdings Corporation and the LAP Shareholders, and the guarantee issued by TerraForm Power in connection therewith, relating to the acquisition of Latin America Power Holding, B.V. (“LAP”), that are the subject of an arbitration proceeding (the “Arbitration”). On March 3, 2016, TerraForm Power, SunEdison Holdings Corporation, SunEdison, Inc. and the LAP Shareholders entered into a settlement agreement with respect to the Arbitration (the “March Settlement Agreement”). Subsequent to the execution of the March Settlement Agreement, SunEdison Holdings Corporation failed to make a required payment under the terms of the agreement and as a result the LAP Shareholders recommenced the Arbitration against all parties, including TerraForm Power. Pursuant to the Settlement Agreement, TerraForm Power made a one-time payment to LAP in the amount of $10.0 million in April of 2016 in exchange for and contingent on the termination of the Arbitration against TerraForm Power. This amount was accrued for as of December 31, 2015. None of the Parties has admitted to any wrongdoing or liability with respect to the claims asserted in the Arbitration, and the Parties have granted each other full releases of any further obligations under the Share Purchase Agreement and related agreements (including the TerraForm Power guarantee). The Settlement Agreement does not impact any claims that the LAP Shareholders or the TerraForm Power Parties may have against SunEdison, Inc. and SunEdison Holdings Corporation in connection with the transactions described above. Claim relating to First Wind Acquisition On May 27, 2016, D.E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., as the representatives of the sellers (the “First Wind Sellers”) filed an amended complaint for declaratory judgment against the Company and Terra LLC in the Supreme Court of the State of New York alleging breach of contract with respect to the Purchase and Sale Agreement, dated as of November 17, 2014 (the “FW Purchase Agreement”) between, among others, SunEdison, the Company and Terra LLC and the First Wind Sellers. The amended complaint alleges that Terra LLC and SunEdison became jointly obligated to make $231.0 million in earn-out payments in respect of certain development assets SunEdison acquired from the First Wind Sellers under the FW Purchase Agreement, when those payments were purportedly accelerated by SunEdison's bankruptcy and by the resignations of two SunEdison employees. The amended complaint further alleges that the Company, as guarantor of certain Terra LLC obligations under the FW Purchase Agreement, is liable for this sum. Defendants filed a motion to dismiss the amended complaint on July 5, 2016, on the ground that, among other things, SunEdison is a necessary party to this action. Plaintiffs filed an opposition to the motion to dismiss on August 22, 2016. Defendants filed their reply on September 12, 2016. A hearing on the motion to dismiss took place on January 24, 2017. The Company is awaiting a decision on the motion to dismiss. The Company believes the First Wind Sellers’ allegation is without merit and will contest the claim and allegations vigorously. However, the Company cannot predict with certainty the ultimate resolution of any proceedings brought in connection with such a claim. Whistleblower Complaint By Francisco Perez Gundin On May 18, 2016, the Company’s former Director and Chief Operating Officer, Francisco Perez Gundin (“Perez”), filed a Complaint against the Company, TerraForm Global, Inc., and certain individuals, with the United States Department of Labor. The Complaint alleges that Defendants engaged in a retaliatory termination of Mr. Perez's employment after he allegedly voiced concerns to SunEdison’s Board of Directors about public representations made by SunEdison officers regarding SunEdison’s liquidity position, and after he allegedly voiced his opposition to transactions that he alleges were self-interested and which he alleges SunEdison forced on the Company. He alleges that the Company participated in SunEdison’s retaliatory termination by constructively terminating his position as Chief Operating Officer of the Company in connection with SunEdison’s constructive termination of his employment. He seeks lost wages, bonuses, benefits, and other money that he alleges that he would have received if he had not been subjected to the allegedly retaliatory termination. The Company’s Position Statement in response to the Complaint was filed in October of 2016. On February 21, 2017, Mr. Perez filed Gundin v. TerraForm Global, Inc. et al. against TerraForm Power, TerraForm Global, Inc. and certain individuals as defendants in the United States District Court for the District of Maryland. The complaint asserts claims for retaliation, breach of the implied covenant of good faith and fair dealing and promissory estoppel based on the same allegations in Mr. Perez’s Department of Labor complaint. The Company is in the preliminary stages of reviewing the allegations made in the complaints. As a result, the Company is unable to predict with certainty the ultimate resolution of these proceedings. Whistleblower Complaint By Carlos Domenech Zornoza On May 10, 2016, the Company’s former Director and Chief Executive Officer, Carlos Domenech Zornoza (“Domenech”), filed a Complaint against the Company, TerraForm Global, Inc., and certain individuals, with the United States Department of Labor. The Complaint alleges that Defendants engaged in a retaliatory termination of Mr. Domenech’s employment on November 20, 2015 after he allegedly voiced concerns to SunEdison’s Board of Directors about public representations made by SunEdison officers regarding SunEdison’s liquidity position, and after he allegedly voiced his opposition to transactions that he alleges were self-interested and which he alleges SunEdison forced on the Company. He alleges that the Company participated in SunEdison’s retaliatory termination by terminating his position as Chief Executive Officer of the Company in connection with SunEdison’s termination of his employment. He seeks lost wages, bonuses, benefits, and other money that he alleges that he would have received if he had not been subjected to the allegedly retaliatory termination. The Company’s Position Statement in response to the Complaint was filed in October of 2016. On February 21, 2017, Mr. Domenech filed Domenech Zornoza v. TerraForm Global, Inc. et al. against TerraForm Power, TerraForm Global, Inc. and certain individuals as defendants in the United States District Court for the District of Maryland. The complaint asserts claims for retaliation, breach of the implied covenant of good faith and fair dealing and promissory estoppel based on the same allegations in Mr. Domenech’s Department of Labor complaint. The Company is in the preliminary stages of reviewing the allegations made in the complaints. As a result, the Company is unable to predict with certainty the ultimate resolution of these proceedings. Eastern Maine Electric Cooperative Litigation On November 21, 2016, the Penobscot County Maine Superior Court entered judgment in the amount of $13.6 million against First Wind Holdings, LLC (“First Wind”), an indirect subsidiary of SunEdison, Inc., and several subsidiaries of the Company. The plaintiff filed judgment liens against the defendants which will stay outstanding through the appeals process. The action involved a claimed breach of contract arising out of a contract between First Wind and Eastern Maine Electric Cooperative, Inc. (“EMEC”), under which First Wind, on behalf of itself and its then wholly-owned subsidiaries, agreed to negotiate a definitive agreement to transfer to EMEC a portion of a transmission line. The transmission line is owned, in part, by one of the Company's subsidiaries, and is the sole means of transmitting power from the Rollins, Stetson I, and Stetson II wind farms. The subsidiaries that own these wind farms and the transmission line were acquired by the Company as part of the Company's acquisition of certain of the operating assets of First Wind Holdings. The Company believes all the defendants acted in good faith and the Company’s subsidiaries that are defendants in the action intend to continue to vigorously contest the allegations and appeal the verdict. The judgment was for money damages and, if upheld on appeal, would not be expected to result in a loss of the use of the transmission line by the Company's subsidiaries. The total amount of the judgment was accrued for as of December 31, 2015 and September 30, 2016. Avoidance Actions On November 7, 2016, the unsecured creditors’ committee in the SunEdison Bankruptcy filed a motion with the bankruptcy court seeking standing to assert against the Company, on behalf of SunEdison, avoidance claims arising from payments and other intercompany transactions between the Company and SunEdison dating back to the Company’s initial public offering and including drop-down transactions involving the sale of renewable energy facilities by SunEdison to the Company. The Company’s objection to the standing motion was filed on November 29, 2016. The Company expects to vigorously contest this standing motion and, if standing is granted, the underlying avoidance claims. As described in Note 17 . Related Parties , TerraForm Power has been engaged in settlement discussions with SunEdison to resolve, among other matters, intercompany claims in connection with the SunEdison Bankruptcy. While these settlement discussions remain ongoing and there can be no guarantee that a settlement will be reached, the Company believes that a successful settlement could facilitate the Company’s exploration of strategic alternatives and the U.K. Transaction. Any settlement would be subject to the approval of the bankruptcy court in the SunEdison Bankruptcy. Given the preliminary nature of the claims, the Company is unable to provide any assurances as to the ultimate outcome of these claims or that an adverse resolution of a legal proceeding, if commenced, would not have a material adverse effect on the Company’s consolidated financial position and results of operations. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES SunEdison Bankruptcy The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company does not rely substantially on SunEdison for funding or liquidity and believes that it will have sufficient liquidity to support its ongoing operations. The Company believes its equity interests in its renewable energy facilities that are legally owned by the Company’s subsidiaries are not available to satisfy the claims of the creditors of the SunEdison Bankruptcy. However, there is a risk that an interested party in the SunEdison Bankruptcy could request that the assets and liabilities of the Company be substantively consolidated with SunEdison and that the Company and/or its assets and liabilities be included in the SunEdison Bankruptcy. While it has not been requested to date and the Company believes there is no basis for substantive consolidation in its circumstances, the Company cannot assure you that substantive consolidation will not be requested in the future or that the bankruptcy court would not consider it. As discussed below, the Company and SunEdison are parties to multiple agreements, including the Management Services Agreement ("MSA"), project-level O&M and asset management agreements, engineering procurement and construction agreements, and other support agreements, including modules warranties with respect to SunEdison produced modules. Moreover, at the time of the Company's IPO, SunEdison and the Company entered into the "Sponsor Arrangement," a complex contractual arrangement setting forth the terms and conditions of SunEdison's sponsorship of the Company, which included, among other things, the MSA, Interest Payment Agreement and Support Agreement. The Company believes that the Sponsor Arrangement comprises a single integrated transaction. The agreements comprising the Sponsor Arrangement are set forth in separate documents and discussed individually in this Form 10-Q. However, the elements of the Sponsor Arrangement are closely related and a default under one element may be a defense to, or excuse performance under, another element. SunEdison and its various stakeholders have expressed disagreement with this view of the Sponsor Arrangements and can be expected to contest any such assertion in connection with the SunEdison Bankruptcy. During the SunEdison Bankruptcy, SunEdison has not performed substantially as obligated under its agreements with the Company, including under the Sponsor Arrangement and certain O&M and asset management arrangements. SunEdison's failure to perform substantially as obligated under its agreements with the Company, including under the Sponsor Arrangement, project-level O&M and asset management agreements and other support agreements, may have a material adverse effect on the Company. Despite these adverse effects, the Company expects that it will be able to operate its business without the support of SunEdison pursuant to the plans for transitioning away from reliance on SunEdison that it is in the process of implementing. Settlement Discussions with SunEdison On September 25, 2016, the Company filed its initial proof of claim in the SunEdison Bankruptcy, which was amended on October 7, 2016. As previously disclosed, the Company has been engaged in settlement discussions with SunEdison to resolve, among other matters, intercompany claims in connection with the SunEdison Bankruptcy. On January 20, 2017, TerraForm Power and Terra LLC, entered into a memorandum of understanding (the “MOU”) with SunEdison, TerraForm Global, Inc. (“TerraForm Global” and, together with TerraForm Power, the “Yieldcos”) and TerraForm Global, LLC (“GLBL LLC”), a subsidiary of TerraForm Global. The MOU outlines potential settlements of claims (i) between SunEdison and its affiliated debtors and non-debtors (excluding the Yieldcos) and their respective employees, officers, directors, agents and representatives in their capacities as such (the "SunEdison Parties"), on the one hand, and TerraForm Power (for itself and on behalf of Terra LLC and Terra Operating LLC) (collectively, "TERP"), and TERP's employees, officers, directors, agents and representatives in their capacities as such, on the other hand (the "TERP Intercompany Claims"); and (ii) between the SunEdison Parties, on the one hand, and TerraForm Global (for itself and on behalf of GLBL LLC and TerraForm Global Operating, LLC) (collectively, “GLBL”) and GLBL' s employees, officers, directors, agents and representatives in their capacities as such, on the other hand (the “GLBL Intercompany Claims”), in each case in connection with the SunEdison Bankruptcy and including, in each case, any avoidance actions and preference claims the SunEdison Parties may have. The MOU has been approved by the respective boards of directors of TerraForm Power, SunEdison and TerraForm Global. TerraForm Power's board of directors approved the MOU upon the recommendation of its independent members who do not also serve on the board of directors of TerraForm Global. The settlement of the TERP Intercompany Claims and the GLBL Intercompany Claims is subject to the approval of the bankruptcy court in the SunEdison Bankruptcy (the “Bankruptcy Court”). The Yieldcos, Terra LLC, GLBL LLC and SunEdison have modified the MOU through a series of extensions which have extended, from January 27, 2017 to March 3, 2017, the deadline under the MOU for agreeing to the terms of definitive settlement agreements. Under the MOU, as modified, the Yieldcos, Terra LLC, GLBL LLC and SunEdison will work in good faith toward agreeing to the terms of two separate settlement agreements, one for each Yieldco, as promptly as practicable on or before March 3, 2017. The Company expects that SunEdison will condition its motion for Bankruptcy Court approval of each settlement agreement upon Bankruptcy Court approval of the other settlement agreement. In addition, TERP and SunEdison will work to document a transaction for the sale of all or part of TERP in parallel with a separate effort by GLBL and SunEdison to document a transaction for the sale of all or part of GLBL (each an “M&A Transaction”), with each M&A Transaction requiring the approval by the applicable Yieldco and SunEdison. The obligation to work toward the M&A Transaction terminates if the Yieldcos and SunEdison have not executed and delivered settlement agreements on or before March 3, 2017. The MOU contains certain non-binding proposed settlement terms (the “Proposed Settlement Terms”) to resolve the complex legal relationship between the applicable Yieldco and SunEdison arising out of SunEdison’s sponsorship of such Yieldco, including, among other things, an allocation of the total consideration paid in connection with an M&A Transaction and, with certain exceptions, the full mutual release of all TERP Intercompany Claims. At the closing of the TERP M&A Transaction, in exchange for its Class B common stock of TerraForm Power, Class B units of Terra LLC, incentive distribution rights and all other interests in TERP, SunEdison would receive consideration equal to 36.9% of the total consideration paid to all of the Company’s stockholders, reflecting the settlement of TERP Intercompany Claims (including avoidance actions in the SunEdison Bankruptcy), incentive distribution rights and other factors considered by the board of directors of the Company. The remaining consideration would be distributed to holders of shares of the Class A common stock of TerraForm Power. At the closing of the GLBL M&A Transaction, in exchange for its Class B common stock of TerraForm Global, Class B units of GLBL LLC, incentive distribution rights and all other interests in GLBL, SunEdison would receive consideration equal to 25.0% of the total consideration paid to all TerraForm Global stockholders, reflecting the settlement of GLBL Intercompany Claims, incentive distribution rights and other factors considered by the board of directors of TerraForm Global. The remaining consideration would be distributed to holders of shares of the Class A common stock of TerraForm Global (including SunEdison, solely in its capacity as a holder of Class A common stock of TerraForm Global immediately prior to the closing of such M&A Transaction). The Proposed Settlement Terms are not legally binding on any party to the MOU and are subject to a number of conditions and contingencies, including each of the Yieldcos and SunEdison entering into final settlement agreements before March 3, 2017, each of the Yieldcos entering into an M&A Transaction (and all documents with respect thereto) jointly approved by the applicable Yieldco and SunEdison by April 1, 2017 and approval of each settlement agreement by the Bankruptcy Court by April 1, 2017, which date may be extended until April 15, 2017 if approval of the settlement agreements is a contested matter that SunEdison is prosecuting in good faith. The settlement agreements will automatically terminate if approval of the Bankruptcy Court is not obtained and will be terminable if the applicable jointly approved M&A Transaction terminates prior to closing or if other customary milestones are not met or termination rights are triggered. There is no assurance that the Yieldcos and SunEdison will enter into binding settlement agreements, and there is no assurance as to the final terms or timing of any such settlement agreements. Management Services Agreement Pursuant to the MSA, SunEdison agreed to provide or arrange for other service providers to provide management and administrative services including legal, accounting, tax, treasury, project finance, information technology, insurance, employee benefit costs, communications, human resources and procurement to the Company. As consideration for the services provided, the Company agreed to pay SunEdison a base management fee as follows: (i) 2.5% of the Company's cash available for distribution in 2015, 2016 and 2017 (not to exceed $4.0 million in 2015, $7.0 million in 2016 or $9.0 million in 2017 ), and (ii) an amount equal to SunEdison's or other service provider's actual cost in 2018 and thereafter. Subsequent to the SunEdison Bankruptcy, SunEdison continued to provide some management and administrative services to the Company, including employee compensation and benefit costs, human resources, information technology and communications, but stopped providing (or reimbursing the Company) for other services pursuant to the MSA. The Company expects the MSA will ultimately be terminated as part of any settlement agreement that it enters into with SunEdison. The Company cannot give any assurance that it will be able to enter into a new management services agreement with a new sponsor at all or at an attractive cost to the extent it elects to enter into a sponsorship arrangement as part of its strategic alternatives process. Costs for the management and administrative services that SunEdison has continued providing or reimbursing the Company for pursuant to the MSA are included within general and administrative expenses - affiliate in the unaudited condensed consolidated statements of operations, and costs for services that SunEdison has stopped providing or reimbursing the Company for are now included within general and administrative expenses. General and administrative expenses - affiliate were $2.9 million and $10.6 million for the three and nine months ended September 30, 2016 , respectively, and $14.6 million and $39.4 million , respectively, for the same periods in 2015 as reported in the unaudited condensed consolidated statements of operations. Pursuant to the MSA, cash consideration paid by the Company for these services for the three and nine months ended September 30, 2016 totaled $1.8 million and $5.3 million , respectively, and $1.0 million and $3.0 million , respectively, for the same periods in 2015. General and administrative expenses - affiliate in excess of cash consideration paid by the Company have been treated as an equity contribution from SunEdison in all periods. O&M and Asset Management Services O&M services, as well as asset management services, are substantially provided to the Company by SunEdison pursuant to contractual agreements. Costs incurred for these services were $7.1 million and $22.9 million during the three and nine months ended September 30, 2016 , respectively, and were $6.8 million and $14.7 million , respectively, during the same periods in 2015 . These costs are reported as cost of operations - affiliate in the unaudited condensed consolidated statements of operations. In addition, in conjunction with the First Wind acquisition, SunEdison committed to reimburse the Company for capital expenditures and operation and maintenance labor fees in excess of budgeted amounts (not to exceed $53.9 million through 2019) for certain of its wind power plants. During the three and nine months ended September 30, 2015, the Company received contributions pursuant to this agreement of $2.4 million and $4.6 million , respectively. As a result of the SunEdison Bankruptcy, no amounts were received during 2016. Engineering, Procurement and Construction Contracts and Module Warranties SunEdison served as the prime construction contractor for most of the Company's renewable energy facilities acquired from SunEdison pursuant to engineering, procurement and construction contracts with the Company's project-level subsidiaries. These contracts are generally fixed price, turn-key construction contracts that include workmanship and other warranties with respect to the design and construction of the facilities that survive for a period of time after the completion of construction. These contracts or related contracts (including operation and maintenance agreements) also often include production or availability guarantees with respect to the output or availability of the facility that survive completion of construction. Moreover, the Company also generally obtained solar module warranties from SunEdison, including workmanship warranties and output guarantees, for those solar facilities that the Company acquired from SunEdison that utilized SunEdison modules. The SunEdison Bankruptcy will likely reduce or eliminate the Company's potential recoveries on claims under these agreements and warranties. Third party insurance has been procured by SunEdison to back-stop payment of warranty claims for SunEdison modules purchased from January of 2011 through January of 2015. Interest Payment Agreement Immediately prior to the completion of the IPO on July 23, 2014, Terra LLC and Terra Operating LLC entered into an interest payment agreement (the "Interest Payment Agreement") with SunEdison, pursuant to which SunEdison would pay all of the scheduled interest on a term loan through the third anniversary of Terra LLC and Terra Operating LLC entering into the term loan, up to an aggregate of $48.0 million over such period (plus any interest due on any payment not remitted when due). Interest expense incurred under the term loan was reflected in the unaudited condensed consolidated statement of operations and the reimbursement for such costs was treated as an equity contribution from SunEdison. The Company received an equity contribution of $4.0 million from SunEdison pursuant to the Interest Payment Agreement for the nine months ended September 30, 2015. No amounts were received during 2016 as the remaining outstanding principal balance of the term loan was fully repaid on January 28, 2015. On January 28, 2015, Terra LLC and Terra Operating LLC entered into the Amended and Restated Interest Payment Agreement (the “Amended Interest Payment Agreement”) with SunEdison. Pursuant to the Amended Interest Payment Agreement, SunEdison agreed to pay amounts equal to a portion of each scheduled interest payment of the Senior Notes due 2023, beginning with the first scheduled interest payment on August 1, 2015, and continuing through the scheduled interest payment on August 1, 2017. Amounts were to be paid by SunEdison as follows: (1) in respect of the first scheduled interest payment, $16.0 million , less amounts already paid by SunEdison under the Interest Payment Agreement, (2) in respect of each scheduled interest payment in 2016, $8.0 million , and (3) in respect of each scheduled interest payment in 2017, $8.0 million , provided that the maximum amount payable by SunEdison under the Amended Interest Payment Agreement (inclusive of amounts already paid under the Interest Payment Agreement) would not exceed $48.0 million (plus any interest due on any payment not remitted when due). SunEdison is not obligated to pay any amounts payable under the Senior Notes due 2023 in connection with an acceleration of the indebtedness thereunder. The Company received $8.0 million from SunEdison pursuant to the Amended Interest Payment Agreement during the nine months ended September 30, 2016, which was received in the first quarter of 2016 and accrued for during fiscal 2015. As of the first quarter of 2016, the Company had received a cumulative amount of $24.0 million under the Interest Payment Agreement and Amended Interest Payment Agreement from SunEdison with $24.0 million of scheduled payments due in future periods. The Company has not received any payments from SunEdison pursuant to the Amended Interest Payment Agreement since the first quarter. On July 29, 2016, SunEdison delivered a notice purporting to terminate the Amended Interest Payment Agreement. The notice alleges that SunEdison's bankruptcy permits termination as of right without following the bankruptcy procedures for rejection of executory contracts. Although the Company does not expect SunEdison to perform under the Amended Interest Payment Agreement going forward, it intends to contest the validity of the termination notice and asserted a claim in the SunEdison Bankruptcy as discussed above. Support Agreement and Intercompany Agreement The Company entered into the Project Support Agreement with SunEdison (the "Support Agreement") on July 23, 2014, which provided the Company the option to purchase additional renewable energy facilities from SunEdison in 2015 and 2016. The Support Agreement also provided the Company a right of first offer with respect to certain other renewable energy facilities. During the nine months ended September 30, 2016 , the Company acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW from SunEdison under the Project Support Agreement ( see Note 2. Transactions Between Entities Under Common Control). In connection with the First Wind acquisition, the Company and SunEdison entered into an agreement (the "Intercompany Agreement") pursuant to which the Company was granted the option to purchase additional renewable energy facilities in the First Wind pipeline from SunEdison. During the nine months ended September 30, 2016 , the Company did not acquire any renewable energy facilities from SunEdison under the Intercompany Agreement. As a result of the SunEdison Bankruptcy, the Company does not expect that it will be able to acquire from SunEdison any additional projects under the Support Agreement or Intercompany Agreement and add such projects to its operating fleet. As the Company's long-term growth strategy is the acquisition of new renewable energy facilities, including under the Support Agreement and Intercompany Agreement, losing its ability to acquire additional projects from SunEdison may negatively impact the Company's ability to grow its portfolio and the Company may be required to seek such growth primarily from third party acquisitions. In addition to the Company's Call Right Projects under the Support Agreement and Intercompany Agreement, the Company's Call Right Projects also include 0.5 GW (net) of operating wind power plants that are owned by a warehouse vehicle arranged by SunEdison (the "AP Warehouse"). The Company believes SunEdison has sold or is in the process of selling its equity interest in the AP Warehouse to an unaffiliated third party and the Company is currently evaluating its options with regard to these assets. Guaranty to SunEdison On May 19, 2015, the Company provided a guaranty in connection with SunEdison’s agreement to acquire from the LAP Shareholders, a 19.0 MW hydroelectricity facility and a 185.0 MW wind power plant in Chile for $195.0 million . In October 2015, SunEdison received a notice from the sellers purporting to terminate the purchase agreement. Following receipt of such notice, SunEdison exercised its right under the purchase agreement to terminate the agreement based on the failure by the sellers to satisfy certain conditions precedent to closing. In connection with this transaction, the Company and the LAP shareholders entered into the Settlement Agreement as disclosed in Settlement Agreement with Latin America Power Holding in Note 16. Commitments and Contingencies , which resulted in a release of all claims by the LAP shareholders under the guaranty . Due to SunEdison, net Subsequent to the SunEdison Bankruptcy, certain of the Company's expenses are still being reimbursed by SunEdison pursuant to the MSA and any of these expenses not reimbursed by SunEdison as of the balance sheet date are reported as a receivable from SunEdison. Additionally, all amounts incurred by the Company and not paid as of the balance sheet date for renewable energy facilities acquired from SunEdison or for asset management and O&M services received from SunEdison are reported as a payable to SunEdison. As of September 30, 2016 and December 31, 2015 , the Company had a net payable to SunEdison of $9.5 million and $26.6 million , respectively, which is reported as Due to SunEdison, net in the unaudited condensed consolidated balance sheets. As a result of the SunEdison Bankruptcy, the Company recognized a $0.8 million loss within loss on receivables - affiliate in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2016 related to recording a bad debt reserve for outstanding receivables from the SunEdison Debtors. No amount was recognized for the same period in 2015 or three months ended September 30, 2016. Incentive Distribution Rights Immediately prior to the completion of the IPO on July 23, 2014, Terra LLC entered into the Amended and Restated Operating Agreement of Terra LLC which granted SunEdison 100% of the Incentive Distribution Rights ("IDRs") of Terra LLC. IDRs represent the right to receive increasing percentages ( 15.0% , 25.0% and 50.0% ) of Terra LLC’s quarterly distributions after the Class A Units, Class B units and Class B1 units of Terra LLC have received quarterly distributions in an amount equal to $0.2257 per unit (the "Minimum Quarterly Distribution") and the target distribution levels have been achieved. As of September 30, 2016 and December 31, 2015 , SunEdison held 100% of the IDRs. SunEdison has pledged the IDRs as collateral under its DIP financing and its first and second lien credit facilities and second lien secured notes. As of September 30, 2016 and December 31, 2015 , there were no Class B1 units of Terra LLC outstanding. There were no payments for IDRs made by the Company during the nine months ended September 30, 2016 and 2015 . Commitments to Acquire Renewable Energy Facilities from SunEdison As of December 31, 2015, the Company had open commitments of $240.9 million in the aggregate to acquire renewable energy facilities with a combined nameplate capacity of 195.5 MW from SunEdison. Over the course of 2016, the Company has focused on acquiring, terminating or resolving its commitments to acquire renewable energy facilities from SunEdison in order to align its future commitments with current market conditions. During the nine months ended September 30, 2016 , all outstanding commitments that existed as of December 31, 2015 expired or were extinguished through termination or project acquisitions, except as described below with respect to the Invenergy Wind Option Agreements. The reduction in the Company's commitment amount during 2016 is detailed in the table below: Cash Committed Description Facility Category Facility Type Location MW (in thousands) As of December 31, 2015 1 195.5 $ 240,896 Acquired 2 Distributed Generation Solar U.S. (1.2 ) (3,085 ) Acquired 3 Utility Solar U.S. (18.0 ) (36,591 ) Terminated Utility Solar U.S. (159.8 ) (168,396 ) Terminated Residential Solar U.S. — (3,808 ) Expired Distributed Generation Solar U.S. (16.5 ) (29,016 ) As of September 30, 2016 — $ — ———— (1) Excludes the estimated commitment of $814.8 million to acquire 479.3 MW of residential solar generation facilities that were expected to be acquired from SunEdison upon SunEdison's merger with Vivint Solar Inc. due to the merger being terminated on March 7, 2016. As a result of the termination of the merger, the Company's obligation to purchase these assets was also terminated. Also excludes the cash of $16.9 million due to SunEdison for the second installment of purchase prices for renewable energy facilities that were acquired from SunEdison during the year ended December 31, 2015, which was paid to SunEdison during the first quarter of 2016. (2) The preliminary purchase prices for these distributed generation facilities were reduced from $3.1 million to $2.8 million pursuant to the terms of the relevant agreements. (3) The preliminary purchase price for this utility scale solar facility was reduced from $36.6 million to $36.2 million pursuant to the terms of the relevant agreements. In connection with the Invenergy Wind Acquisition as discussed in Note 4 . Acquisitions , SunEdison LLC, a wholly owned subsidiary of SunEdison, acting as intermediary, entered into certain option arrangements with Invenergy Wind for its remaining 9.9% interest in the acquired companies. Simultaneously, Terra LLC entered into a back to back option agreement with SunEdison LLC on substantially identical terms. The Option Agreements effectively permit (i) Terra LLC to exercise a call option to purchase the Invenergy Wind Interest over a 180-day period beginning on September 30, 2019, and (ii) Invenergy Wind to exercise a put option with respect to the Invenergy Wind Interest over a 180 -day period beginning on September 30, 2018. The exercise prices of the put and call options described above would be based on the determination of the fair market value of the Invenergy Wind Interest at the time the relevant option is exercised, subject to certain minimum and maximum thresholds set forth in the Option Agreements. SunEdison LLC is a debtor in the SunEdison Bankruptcy. As such, SunEdison LLC may assume, assume and assign or reject its Option Agreement. If SunEdison LLC rejects its Option Agreement with Invenergy, the Company would not expect to be obligated to perform on its Option Agreement with SunEdison LLC, although the Company cannot assure that result. Amounts related to the Company's option agreement are not included in the commitment amounts discussed above. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company has two reportable segments: Solar and Wind. These segments include the Company's entire portfolio of renewable energy facility assets and are determined based on the management approach. This approach designates the internal reporting used by management for making decisions and assessing performance as the source of the reportable segments. The Company’s operating segments consist of Distributed Generation, North America Utility, and International Utility that are aggregated into the Solar reportable segment and Northeast Wind, Central Wind, and Hawaii Wind that are aggregated into the Wind reportable segment. The operating segments have been aggregated as they have similar economic characteristics and meet all of the aggregation criteria. Corporate expenses include general and administrative expenses, acquisition costs, interest expense on corporate-level indebtedness, stock-based compensation and depreciation, accretion and amortization expense. All net operating revenues for the three and nine months ended September 30, 2016 and 2015 were earned by the Company's reportable segments from external customers in the United States (including Puerto Rico), Canada, the United Kingdom and Chile. The following table reflects summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 (In thousands) Solar Wind Corporate Total Solar Wind Corporate Total Operating revenues, net $ 125,644 $ 52,474 $ — $ 178,118 $ 139,248 $ 24,043 $ — $ 163,291 Depreciation, accretion and amortization expense 29,243 28,400 345 57,988 33,027 10,640 — 43,667 Other operating costs and expenses 19,613 25,520 24,289 69,422 15,027 11,115 29,347 55,489 Interest expense, net 22,020 20,637 30,161 72,818 17,478 1,224 30,084 48,786 Other non-operating expenses (income), net 2,206 11 2,244 4,461 28,501 (506 ) (16,737 ) 11,258 Income tax expense¹ — — 1,140 1,140 — — 1,673 1,673 Net income (loss) $ 52,562 $ (22,094 ) $ (58,179 ) $ (27,711 ) $ 45,215 $ 1,570 $ (44,367 ) $ 2,418 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 (In thousands) Solar Wind Corporate Total Solar Wind Corporate Total Operating revenues, net $ 314,379 $ 204,957 $ — $ 519,336 $ 283,086 $ 80,766 $ — $ 363,852 Depreciation, accretion and amortization expense 90,137 87,402 487 178,026 88,319 25,375 — 113,694 Other operating costs and expenses 57,745 73,014 64,780 195,539 45,855 30,107 82,343 158,305 Interest expense, net 89,365 64,366 89,380 243,111 52,863 2,075 66,664 121,602 Other non-operating expenses (income), net 975 230 4,493 5,698 16,209 6,611 (3,303 ) 19,517 Income tax expense¹ — — 3,115 3,115 — — 2,842 2,842 Net income (loss) $ 76,157 $ (20,055 ) $ (162,255 ) $ (106,153 ) $ 79,840 $ 16,598 $ (148,546 ) $ (52,108 ) Balance Sheet Total assets² $ 3,841,165 $ 3,627,850 $ 525,964 $ 7,994,979 $ 3,923,186 $ 3,765,486 $ 528,737 $ 8,217,409 ——— (1) Income tax expense is not allocated to the Company's Solar and Wind segments. (2) Represents total assets as of September 30, 2016 and December 31, 2015 , respectively. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in each component of accumulated other comprehensive income, net of tax, for the nine months ended September 30, 2016 : (In thousands) Foreign Currency Translation Adjustments Hedging Activities Accumulated Other Comprehensive Income Balance as of December 31, 2015 $ (11,733 ) $ 34,633 $ 22,900 Net unrealized loss arising during the period (2,442 ) (32,348 ) (34,790 ) Reclassification of net realized loss (gain) into earnings: Interest expense, net — 25,664 25,664 Operating revenues, net — (9,997 ) (9,997 ) Other comprehensive loss $ (2,442 ) $ (16,681 ) $ (19,123 ) Accumulated other comprehensive (loss) income (14,175 ) 17,952 3,777 Other comprehensive loss attributable to non-controlling interests (668 ) (6,151 ) (6,819 ) Balance as of September 30, 2016 $ (13,507 ) $ 24,103 $ 10,596 The following tables present each component of other comprehensive income (loss) and the related tax effects for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, 2016 September 30, 2015 (In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Net unrealized loss arising during the period $ (6,158 ) $ — $ (6,158 ) $ (3,363 ) $ — $ (3,363 ) Hedging activities: Net unrealized gain (loss) arising during the period 14,258 — 14,258 46,681 (14,831 ) 31,850 Reclassification of net realized loss into earnings 3,164 — 3,164 129 — 129 Net change 17,422 — 17,422 46,810 (14,831 ) 31,979 Other comprehensive income (loss) $ 11,264 $ — 11,264 $ 43,447 $ (14,831 ) 28,616 Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax 4,850 (2,206 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 32,985 Other comprehensive income (loss) attributable to Class A common stockholders $ 6,414 $ (2,163 ) Nine Months Ended September 30, 2016 September 30, 2015 (In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Net unrealized loss arising during the period $ (2,442 ) $ — $ (2,442 ) $ (2,786 ) $ — $ (2,786 ) Hedging activities: Net unrealized (loss) gain arising during the period (32,348 ) — (32,348 ) 52,364 (14,831 ) 37,533 Reclassification of net realized loss into earnings 15,667 — 15,667 3,336 — 3,336 Net change (16,681 ) — (16,681 ) 55,700 (14,831 ) 40,869 Other comprehensive (loss) income $ (19,123 ) $ — (19,123 ) $ 52,914 $ (14,831 ) 38,083 Less: Other comprehensive loss attributable to non-controlling interests, net of tax (6,819 ) (1,093 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 40,488 Other comprehensive loss attributable to Class A common stockholders $ (12,304 ) $ (1,312 ) |
Nature of Operations and Basi28
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission's ("SEC") regulations for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. The financial statements should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the Company’s annual financial statements for the year ended December 31, 2015. Interim results are not necessarily indicative of results for a full year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's unaudited condensed consolidated financial position as of September 30, 2016, the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2016 and 2015 and cash flows for the nine months ended September 30, 2016 and 2015 . The Company is required to recast historical financial statements when renewable energy facilities are acquired from SunEdison. The recast reflects the assets and liabilities and the results of operations of the acquired renewable energy facilities for the period the facilities were owned by SunEdison, which is in accordance with applicable rules governing transactions between entities under common control. |
Use of Estimates | Use of Estimates In preparing the unaudited condensed consolidated financial statements, the Company used estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements. Such estimates also affect the reported amounts of revenues, expenses and cash flows during the reporting period. To the extent there are material differences between the estimates and actual results, the Company's future results of operations would be affected. |
New Accounting Pronouncement | New Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU No. 2014-09 will become effective for the Company on January 1, 2018. Early application is permitted but not before January 1, 2017. ASU No. 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is working through an adoption plan which includes the evaluation of revenue contracts compared to the new standard and evaluating the impact of ASU No. 2014-09 on the Company's consolidated financial statements and related disclosures. The Company does not plan to adopt this standard prior to January 1, 2018. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis , which affects the following areas of the consolidation analysis: limited partnerships and similar entities, evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary, effect of related parties on the primary beneficiary determination and for certain investment funds. ASU No. 2015-02 is effective on a retrospective basis for the Company for the fiscal year ending December 31, 2016 and interim periods therein. The Company adopted ASU No. 2015-02 as of January 1, 2016, which resulted in certain of its consolidated subsidiaries to be considered variable interest entities. No unconsolidated investments were consolidated and no consolidated subsidiaries were deconsolidated as a result of implementing this standard. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs , which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU No. 2015-15 Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , in which an entity may defer and present debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 and ASU No. 2015-15 are effective on a retrospective basis for annual and interim periods beginning on or after December 15, 2015. The Company adopted ASU No. 2015-03 and ASU No. 2015-15 as of January 1, 2016, resulting in a reclassification of $37.3 million and $43.1 million from deferred financing costs, net (current and non-current portion) to long-term debt and financing lease obligations, including current portion, as of September 30, 2016 and December 31, 2015 , respectively. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which primarily changes the lessee's accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect of ASU No. 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) . This update was issued as part of the FASB's simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016 with early adoption permitted if all provisions are adopted within the same period. The guidance is required to be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in the update. The Company is currently evaluating the effect of the standard on its ongoing financial reporting. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323) . The amendments of ASU No. 2016-07 eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting with no retroactive adjustment to the investment. In addition, ASU No. 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance in ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU No. 2016-07 is required to be applied prospectively and early adoption is permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . The amendments of ASU No. 2016-15 were issued to address eight specific cash flow issues for which stakeholders have indicated to the FASB that a diversity in practice existed in how entities were presenting and classifying these items in the statement of cash flows. The issues addressed by ASU No. 2016-15 include but are not limited to the classification of debt prepayment and debt extinguishment costs, payments made for contingent consideration for a business combination, proceeds from the settlement of insurance proceeds, distributions received from equity method investees and separately identifiable cash flows and the application of the predominance principle. The amendments of ASU No. 2016-15 are effective for public entities for fiscal years beginning after December 15, 2017 and interim periods in those fiscal years. Early adoption is permitted, including adoption in an interim fiscal period with all amendments adopted in the same period. The adoption of ASU No. 2016-15 is required to be applied retrospectively. The Company is currently evaluating the impact of the standard on its consolidated statements of cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU No. 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU No. 2016-16 are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted and the adoption of ASU No. 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect this standard to have an impact on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are under Common Control . ASU 2016-17 updates ASU 2015-02. Under the amendments, a single decision maker is not required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety. Instead, a single decision maker is required to include those interests on a proportionate basis consistent with indirect interests held through other related parties. ASU 2016-17 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 320), Restricted Cash, a Consensus of the FASB Emerging Issues Task Force . The amendments require 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. Therefore, 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 in this update do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements . The amendments cover a wide range of topics in the Accounting Standards Codification, covering differences between original guidance and the Accounting Standards Codification, guidance clarification and reference corrections, simplification and minor improvements. The adoption of ASU 2016-19 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . The amendments in this update are of a similar nature to the items typically addressed in ASU 2016-19, Technical Corrections and Improvements . However, the FASB decided to issue a separate update for technical corrections and improvements to Topic 606 and other Topics amended by ASU 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to ASU 2014-09. The adoption of ASU 2016-20 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business . The amendment seeks to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The adoption of ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective dates. Accordingly, the adoption will not have an effect on the Company's historical financial statements. The Company is currently evaluating the effect of this standard on future consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The amendment simplifies the accounting for goodwill impairment by removing Step 2 of the current test, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two step impairment test). Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This updated guidance is not currently expected to impact the Company's financial reporting. The standard is effective January 1, 2020, with early adoption permitted, and must be adopted on a prospective basis. |
Earnings Per Share | oss per share (“EPS”) is based upon the weighted average shares outstanding. Unvested RSAs that contain non-forfeitable rights to dividends are treated as participating securities and are included in the EPS computation using the two-class method, to the extent that there are undistributed earnings available as such securities do not participate in losses. |
Segment Reporting, Policy | The Company has two reportable segments: Solar and Wind. These segments include the Company's entire portfolio of renewable energy facility assets and are determined based on the management approach. This approach designates the internal reporting used by management for making decisions and assessing performance as the source of the reportable segments. The Company’s operating segments consist of Distributed Generation, North America Utility, and International Utility that are aggregated into the Solar reportable segment and Northeast Wind, Central Wind, and Hawaii Wind that are aggregated into the Wind reportable segment. The operating segments have been aggregated as they have similar economic characteristics and meet all of the aggregation criteria. Corporate expenses include general and administrative expenses, acquisition costs, interest expense on corporate-level indebtedness, stock-based compensation and depreciation, accretion and amortization expense. All net operating revenues for the three and nine months ended September 30, 2016 and 2015 were earned by the Company's reportable segments from external customers in the United States (including Puerto Rico), Canada, the United Kingdom and Chile. |
Transactions Between Entities29
Transactions Between Entities Under Common Control (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Recast of Prior Financial Information | The following table presents changes to the Company's previously reported consolidated balance sheet as of December 31, 2015 included in the Company's 2015 Annual Report on Form 10-K: (In thousands) As Reported Recast Adjustments As Recasted Renewable energy facilities, net $ 5,802,380 $ 31,854 $ 5,834,234 Other assets 119,960 383 120,343 Change in total assets $ 32,237 Current portion of long-term debt and financing lease obligations 1 $ 2,014,331 $ 23,588 $ 2,037,919 Accounts payable, accrued expenses and other current liabilities 150,721 2,325 153,046 Due to SunEdison, net 20,274 6,324 26,598 Change in total liabilities $ 32,237 ——— (1) There is a $17.6 million difference between the as reported amount per the table above and the current portion of long-term debt and financing lease obligations amount reported in the Company's 2015 Annual Report on Form 10-K due to the reclassification of the current portion of deferred financing costs, net amount reported in the Form 10-K to current portion of long-term debt and financing lease obligations within the balance sheet included in this Form 10-Q. This reclassification was made per the Company's adoption of ASU No. 2015-03 as of January 1, 2016, which requires retrospective application for annual and interim reporting periods beginning on or after December 15, 2015. Refer to Note 1 . Nature of Operations and Basis of Presentation for further discussion. The following table presents changes to the Company's previously reported unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2015 included in the Company's Quarterly Report on Form 10-Q dated November 9, 2015 due to the Company's acquisition of renewable energy facilities from SunEdison during the nine months ended September 30, 2016 and during the fourth quarter of 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control. (In thousands) As Reported Recast Adjustments As Recasted Cash flows from investing activities: Cash paid to third parties for renewable energy facility construction $ (426,682 ) $ (161,351 ) $ (588,033 ) Acquisitions of renewable energy facilities from third parties, net of cash acquired (1,004,403 ) (154,496 ) (1,158,899 ) Change in net cash used in investing activities (315,847 ) Cash flows from financing activities: Borrowings of non-recourse long-term debt 276,915 159,842 436,757 Principal payments on non-recourse long-term debt (148,764 ) (1,130 ) (149,894 ) Due to SunEdison, net (147,370 ) 157,135 9,765 Change in net cash provided by financing activities 315,847 Net increase in cash and cash equivalents 168,647 — 168,647 Effect of exchange rate changes on cash and cash equivalents (1,380 ) — (1,380 ) Cash and cash equivalents at beginning of period 468,554 — 468,554 Cash and cash equivalents at end of period $ 635,821 $ — $ 635,821 As a result of the Company's acquisition of renewable energy facilities from SunEdison during the fourth quarter of 2015, the following table presents changes to the Company's previously reported unaudited condensed consolidated statement of comprehensive income (loss) for the three and nine months ended September 30, 2015 included in the Company's Quarterly Report on Form 10-Q dated November 9, 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (In thousands) As Reported Recast Adjustments As Recasted As Reported Recast Adjustments As Recasted Other comprehensive income (loss), net of tax: Hedging activities: Net unrealized gain (loss) arising during the period, net of tax $ (1,135 ) $ 32,985 $ 31,850 $ (2,955 ) $ 40,488 $ 37,533 Change in total comprehensive (loss) income 32,985 40,488 Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison $ — 32,985 $ 32,985 $ — 40,488 $ 40,488 Change in comprehensive loss attributable to Class A Common stockholders $ — $ — |
Transactions Under Common Control, Summary of Acquisitions | The following table summarizes the renewable energy facilities acquired by the Company from SunEdison through a series of transactions: Nine Months Ended September 30, 2016 As of September 30, 2016 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Transferred 3 Distributed Generation Solar U.S. 1.2 3 $ 2,750 $ — $ — Utility Solar U.S. 18.0 1 36,231 — — Total 19.2 4 $ 38,981 $ — $ — ———— (1) Represents the total amount paid to SunEdison. Excludes aggregated tax equity partner payments of $1.6 million to SunEdison. (2) All amounts have been paid to SunEdison for these renewable energy facilities as of September 30, 2016. (3) $16.7 million of construction debt existed for one of the renewable energy facilities as of the acquisition date. This debt was fully repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by the Company to SunEdison for the acquisition of the facility. |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the major classes of assets and liabilities which are classified as held for sale on the Company's unaudited condensed consolidated balance sheet as of September 30, 2016 : (In thousands) September 30, 2016 Assets held for sale: Restricted cash $ 54,731 Accounts receivable, net 14,060 Prepaid expenses and other current assets 2,114 Total current assets held for sale 70,905 Renewable energy facilities, net 562,755 Intangible assets, net 1,566 Other assets 381 Total non-current assets held for sale 564,702 Total assets held for sale $ 635,607 Liabilities related to assets held for sale: Current portion of long-term debt $ 385,047 Accounts payable, accrued expenses and other current liabilities 40,598 Due to SunEdison, net 744 Total current liabilities related to assets held for sale 426,389 Asset retirement obligations 41,328 Total non-current liabilities related to assets held for sale 41,328 Total liabilities related to assets held for sale $ 467,717 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Assets and Liabilities of Purchased Renewable Generation Facilities | The acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to the Invenergy Wind business combination as of September 30, 2016 , are as follows: (In thousands) Invenergy Wind Renewable energy facilities $ 1,477,888 Accounts receivable 25,811 Intangible assets 748,300 Restricted cash 31,247 Derivative assets 32,311 Other assets 20,148 Total assets acquired 2,335,705 Accounts payable, accrued expenses and other current liabilities 23,195 Long-term debt, including current portion 531,221 Deferred income taxes 242 Asset retirement obligations 47,346 Other long-term liabilities 6,004 Total liabilities assumed 608,008 Redeemable non-controlling interest 140,635 Non-controlling interest 308,000 Purchase price, net of cash acquired $ 1,279,062 |
Business Acquisition, Pro Forma Information | The unaudited pro forma supplementary data presented in the table below gives effect to the material 2015 acquisitions, Invenergy Wind, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2015. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the date assumed or of the Company’s results of operations for any future period. Nine Months Ended September 30, (In thousands) 2015 Total operating revenues, net $ 469,619 Net loss (22,761 ) |
Renewable Energy Facilities (Ta
Renewable Energy Facilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Renewable Energy Facilities | Renewable energy facilities, net consists of the following: (In thousands) September 30, December 31, 2015 Renewable energy facilities in service, at cost $ 5,405,482 $ 5,906,154 Less accumulated depreciation - renewable energy facilities (306,004 ) (187,874 ) Renewable energy facilities in service, net 5,099,478 5,718,280 Construction in progress - renewable energy facilities 4,079 115,954 Total renewable energy facilities, net $ 5,103,557 $ 5,834,234 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Other Intangible Asses | The following table presents the gross carrying amount and accumulated amortization of intangibles as of September 30, 2016 : (In thousands, except weighted average amortization period) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value Favorable rate revenue contracts 16 years $ 719,368 $ (46,331 ) $ 673,037 In-place value of market rate revenue contracts 19 years 555,355 (43,045 ) 512,310 Favorable rate land leases 18 years 15,800 (1,331 ) 14,469 Total intangible assets, net $ 1,290,523 $ (90,707 ) $ 1,199,816 Unfavorable rate revenue contracts 7 years $ 35,086 $ (9,168 ) $ 25,918 Unfavorable rate land lease 16 years 1,000 (93 ) 907 Total intangible liabilities, net $ 36,086 $ (9,261 ) $ 26,825 The following table presents the gross carrying amount and accumulated amortization of intangibles as of December 31, 2015 : (In thousands, except weighted average amortization period) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Book Value Favorable rate revenue contracts 17 years $ 714,137 $ (12,024 ) $ 702,113 In-place value of market rate revenue contracts 20 years 551,226 (22,229 ) 528,997 Favorable rate land leases 19 years 15,800 (746 ) 15,054 Total intangible assets, net $ 1,281,163 $ (34,999 ) $ 1,246,164 Unfavorable rate revenue contracts 8 years $ 35,086 $ (4,951 ) $ 30,135 Unfavorable rate land lease 17 years 1,000 (51 ) 949 Total intangible liabilities, net $ 36,086 $ (5,002 ) $ 31,084 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Company's unaudited condensed consolidated balance sheets are as follows: (In thousands) September 30, December 31, 2015 Current assets $ 216,911 $ 180,287 Non-current assets 4,493,532 4,584,886 Total assets $ 4,710,443 $ 4,765,173 Current liabilities $ 509,084 $ 1,043,892 Non-current liabilities 703,299 202,629 Total liabilities $ 1,212,383 $ 1,246,521 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consists of the following: (In thousands, except rates) September 30, December 31, 2015 Interest Type Interest Rate (%) 1 Financing Type Corporate-level long-term debt 2 : Senior Notes due 2023 $ 950,000 $ 950,000 Fixed 6.38 3 Senior notes Senior Notes due 2025 300,000 300,000 Fixed 6.63 3 Senior notes Revolver 655,000 655,000 Variable 3.94 4 Revolving loan Non-recourse long-term debt 5 : Permanent financing 2,034,882 2,546,864 Blended 6 6.05 7 Term debt / Senior notes Construction financing — 38,063 Variable N/A Construction debt Financing lease obligations 124,866 136,594 Imputed 5.64 7 Financing lease obligations Total principal due for long-term debt and financing lease obligations 4,064,748 4,626,521 5.81 7 Unamortized discount, net (15,148 ) (20,821 ) Deferred financing costs, net 8 (37,334 ) (43,051 ) Less current portion of long-term debt and financing lease obligations (1,374,327 ) (2,037,919 ) Long-term debt and financing lease obligations, less current portion $ 2,637,939 $ 2,524,730 ——— (1) As of September 30, 2016. (2) Corporate-level debt represents debt issued by Terra Operating LLC and guaranteed by Terra LLC and certain subsidiaries of Terra Operating LLC other than non-recourse subsidiaries as defined in the relevant debt agreements. (3) The interest rate for the Senior Notes due 2023 and the Senior Notes due 2025 reflected in this table excludes, in each case, 3.0% per annum special interest that accrued from September 6, 2016 to and including December 6, 2016 per the terms of the Senior Notes due 2023 fourth supplemental indenture and Senior Notes due 2025 third supplemental indenture as discussed below. (4) The interest rate for the Revolver reflected in this table excludes 1.5% per annum special interest that accrued from September 6, 2016 to and including December 6, 2016 per the terms of the eighth amendment to the Revolver as discussed below. (5) Non-recourse debt represents debt issued by subsidiaries with no recourse to Terra LLC, Terra Operating LLC, or guarantors of the Company's corporate-level debt, other than limited or capped contingent support obligations, which in aggregate are not considered to be material to the Company's business and financial condition. (6) Includes variable rate debt and fixed rate debt. As of September 30, 2016 , 59% of this balance had a variable interest rate and the remaining 41% of this balance had a fixed interest rate. The Company has entered into interest rate swap agreements to fix the interest rates of certain variable rate permanent financing non-recourse debt (see Note 10 . Derivatives ). (7) Represents the weighted average interest rate as of September 30, 2016 . (8) Total net long-term debt and financing lease obligations, including current portion, reflects the reclassification of deferred financing costs to reduce long-term debt as further described in Note 1 . Nature of Operations and Basis of Presentation . |
Schedule of Maturities of Long-term Debt | The aggregate contractual payments of long-term debt due after September 30, 2016 , including financing lease obligations and excluding amortization of debt discounts, premiums and deferred financing costs, as stated in the financing agreements, are as follows: (In thousands) Remainder of 2016¹ 2017 2 2018 2019 2020 Thereafter Total Maturities of long-term debt as of September 30, 2016 3 $ 134,531 $ 645,203 $ 112,042 $ 538,660 $ 92,018 $ 2,542,294 $ 4,064,748 ———— (1) Includes $100.0 million of Revolver indebtedness that was paid during the fourth quarter of 2016 as discussed above. (2) Includes $555.0 million of Revolver indebtedness as management currently intends to repay this indebtedness during 2017. (3) Represents the contractual principal payment due dates for the Company's long-term debt and does not reflect the reclassification of $0.6 billion of long-term debt to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except effective tax rate) 2016 2015 2016 2015 (Loss) income before income tax expense $ (26,571 ) $ 4,091 $ (103,038 ) $ (49,266 ) Income tax expense 1,140 1,673 3,115 2,842 Effective tax rate (4.3 )% 40.9 % (3.0 )% (5.8 )% |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of September 30, 2016 and December 31, 2015 , fair values of the following derivative instruments were included in the balance sheet captions indicated below: Fair Value of Derivative Instruments Hedging Contracts Derivatives Not Designated as Hedges (In thousands) Interest Rate Swaps Commodity Contracts Interest Rate Swaps Foreign Currency Contracts Commodity Contracts Gross Amounts of Assets/Liabilities Recognized Gross Amounts Offset in Consolidated Balance Sheet Net Amounts in Consolidated Balance Sheet As of September 30, 2016 Prepaid expenses and other current assets $ — $ 7,619 $ — $ 1,041 $ 12,966 $ 21,626 $ — $ 21,626 Other assets — 49,272 — 540 28,842 78,654 — 78,654 Total assets $ — $ 56,891 $ — $ 1,581 $ 41,808 $ 100,280 $ — $ 100,280 Accounts payable and other current liabilities $ 19,186 $ — $ 1,513 $ — $ — $ 20,699 $ — $ 20,699 Liabilities related to assets held for sale — — 33,216 — — 33,216 — — 33,216 Other long-term liabilities 11,353 — — — — 11,353 — 11,353 Total liabilities $ 30,539 $ — $ 34,729 $ — $ — $ 65,268 $ — $ 65,268 As of December 31, 2015 Prepaid expenses and other current assets $ — $ 11,455 $ — $ 3,875 $ 12,542 $ 27,872 $ (1,451 ) $ 26,421 Other assets 487 51,699 — 2,836 30,799 85,821 (70 ) 85,751 Total assets $ 487 $ 63,154 $ — $ 6,711 $ 43,341 $ 113,693 $ (1,521 ) $ 112,172 Accounts payable and other current liabilities $ 19,081 $ — $ 1,104 $ 3,777 $ — $ 23,962 $ (1,451 ) $ 22,511 Other long-term liabilities — — — 70 — 70 (70 ) — Total liabilities $ 19,081 $ — $ 1,104 $ 3,847 $ — $ 24,032 $ (1,521 ) $ 22,511 |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2016 and December 31, 2015 , notional amounts for derivative instruments consisted of the following: Notional Amount as of (In thousands) September 30, December 31, 2015 Derivatives designated as hedges: Interest rate swaps (USD) $ 442,530 $ 468,067 Interest rate swaps (GBP) — 222,018 Commodity contracts (MWhs) 18,401 18,401 Derivatives not designated as hedges: Interest rate swaps (USD) 14,936 15,794 Interest rate swaps (GBP) 222,018 — Foreign currency contracts (GBP) — 112,168 Foreign currency contracts (CAD) 30,507 40,566 Commodity contracts (MWhs) 2,248 1,828 |
Gain (loss) of Derivative Instruments | Gains and losses on derivatives not designated as hedges for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Location of Loss (Gain) in the Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Interest rate swaps Interest expense, net $ 5,127 $ 495 $ 36,583 $ 454 Foreign currency contracts Loss on foreign currency exchange, net (73 ) (4,565 ) (905 ) (1,705 ) Commodity contracts Operating revenues, net (3,095 ) (5,139 ) (11,009 ) (6,901 ) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | Gains and losses recognized related to interest rate swaps designated as cash flow hedges for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Three Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) (In thousands) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ 798 $ (1,135 ) Interest expense, net $ 3,114 $ 129 $ (17 ) $ — Commodity contracts 13,460 32,985 Operating revenues, net 50 — 382 — Total $ 14,258 $ 31,850 $ 3,164 $ 129 $ 365 $ — Nine Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) (In thousands) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ (39,547 ) $ (2,955 ) Interest expense, net $ 9,743 $ 3,336 $ 474 $ — Commodity contracts 7,199 40,488 Operating revenues, net (9,997 ) — 3,465 — Total $ (32,348 ) $ 37,533 $ (254 ) $ 3,336 $ 3,939 $ — |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: (In thousands) As of September 30, 2016 As of December 31, 2015 Assets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swaps $ — $ — $ — $ — $ — $ 487 $ — $ 487 Commodity contracts — 41,808 56,891 98,699 — 43,341 63,154 106,495 Foreign currency contracts — 1,581 — 1,581 — 5,190 — 5,190 Total derivative assets $ — $ 43,389 $ 56,891 $ 100,280 $ — $ 49,018 $ 63,154 $ 112,172 Liabilities Interest rate swaps $ — $ 65,268 $ — $ 65,268 $ — $ 20,185 $ — $ 20,185 Foreign currency contracts — — — — — 2,326 — 2,326 Total derivative liabilities $ — $ 65,268 $ — $ 65,268 $ — $ 22,511 $ — $ 22,511 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Beginning balance $ 43,763 $ (14,676 ) $ 63,154 $ — Realized and unrealized gains (losses): Included in Other Comprehensive Income 13,511 32,985 (2,798 ) 40,488 Included in Operating revenues (433 ) — 6,532 — Purchases (acquisition of commodity contracts) — — — (22,179 ) Settlements 50 — (9,997 ) — Balance as of September 30 $ 56,891 $ 18,309 $ 56,891 $ 18,309 The significant unobservable inputs used in the valuation of the Company's commodity contracts categorized as Level 3 of the fair value hierarchy as of September 30, 2016 are as follows: (In thousands, except range) Fair Value as of September 30, 2016 Transaction Type Assets Liabilities Valuation Technique Unobservable Inputs Range Commodity contracts - power $ 56,891 $ — Discounted cash flow Forward price (per MWh) $ 15.4 - $ 85.5 Option model Volatilities 3.3 % - 9.4 % The sensitivity of the Company's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows: Significant Unobservable Input Position Impact on Fair Value Measurement Increase (decrease) in forward price Forward sale Decrease (increase) Increase (decrease) in implied volatilities Purchase option Increase (decrease) |
Carrying Amount and Estimated Fair Value of Terra LLC Long-term Debt | The carrying amount and estimated fair value of the Company's long-term debt as of September 30, 2016 and December 31, 2015 is as follows: As of September 30, 2016 As of December 31, 2015 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion $ 4,012,266 $ 4,131,352 $ 4,562,649 $ 4,357,322 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | As of September 30, 2016 , the following shares of TerraForm Power were outstanding: Share Class: Shares Outstanding Shareholder(s) Class A common stock 91,346,867 * Class B common stock 48,202,310 SunEdison Total Shares 139,549,177 ——— * Class A common stockholders are comprised of public and private investors, executive officers, management and personnel who provide services to the Company. Shares of Class A common stock outstanding exclude 181,834 shares of common stock held in treasury. The total par value of Class A common stock reflected on the unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of stockholders' equity as of September 30, 2016 includes 181,834 shares of stock held in treasury and excludes 459,800 shares of unvested restricted Class A common stock awards ( see Note 13. Stock-based Compensation ). |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table presents information regarding outstanding RSAs as of September 30, 2016 , and changes during the nine months ended September 30, 2016 : Number of RSAs Outstanding Weighted Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in millions) Balance at January 1, 2016 1,859,616 $ 2.93 Converted (619,063 ) 2.81 Forfeited (874,358 ) 2.14 Balance at September 30, 2016 366,195 $ 8.51 $ 5.1 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table presents information regarding outstanding RSUs as of September 30, 2016 , and changes during the nine months ended September 30, 2016 : Number of RSUs Outstanding Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Life (in Years) Balance at January 1, 2016 3,208,394 Granted 163,595 Converted (315,766 ) Forfeited (1,233,160 ) Balance at September 30, 2016 1,823,063 $ 25.4 1.1 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents information regarding outstanding stock options as of September 30, 2016 and changes during the period then ended: Number of Stock Options Outstanding Weighted Average Exercise Price Per Share Balance as of January 1, 2016 56,250 $ 29.31 Expired (56,250 ) 29.31 Balance as of September 30, 2016 — $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2016 and 2015 was calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Basic and diluted loss per share¹: Net loss attributable to Class A common stockholders $ (26,171 ) $ (820 ) $ (47,559 ) $ (22,136 ) Less: dividends paid on Class A shares and participating RSAs — (26,797 ) — (46,879 ) Undistributed loss attributable to Class A shares $ (26,171 ) $ (27,617 ) $ (47,559 ) $ (69,015 ) Weighted average basic and diluted Class A shares outstanding 90,860 77,522 89,140 61,777 Distributed earnings per share $ — $ 0.33 $ — $ 0.73 Undistributed loss per share (0.29 ) (0.36 ) (0.53 ) (1.12 ) Basic and diluted loss per share $ (0.29 ) $ (0.03 ) $ (0.53 ) $ (0.39 ) ——— (1) The computations for diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2016 exclude 459,800 of unvested RSAs and 1,823,063 of unvested RSUs because the effect would have been anti-dilutive. The computations for diluted loss per share of the Company's Class A common stock for the three and nine months ended September 30, 2015 exclude 2,407,483 of unvested RSAs, 2,215,373 of unvested RSUs and 150,000 options to purchase the Company's shares because the effect would have been anti-dilutive. |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest | The following table presents the non-controlling interest balances reported in stockholders’ equity in the unaudited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 : (In thousands) September 30, 2016 December 31, 2015 SunEdison's non-controlling interest in Terra LLC $ 700,298 $ 897,409 Non-controlling interests in renewable energy facilities 810,841 858,117 Total non-controlling interests $ 1,511,139 $ 1,755,526 |
Redeemable Noncontrolling Interest | The following table presents the activity of the redeemable non-controlling interest balance reported on the unaudited condensed consolidated balance sheet for the nine months ended September 30, 2016 : Redeemable Non-controlling Interests (In thousands) Capital Retained Earnings Total Balance as of December 31, 2015 $ 167,199 $ 8,512 $ 175,711 Distributions (8,420 ) — (8,420 ) Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility (780 ) — (780 ) Net income — 16,374 16,374 Balance as of September 30, 2016 $ 157,999 $ 24,886 $ 182,885 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Commitments to Acquire Renewable Energy Facilities | The reduction in the Company's commitment amount during 2016 is detailed in the table below: Cash Committed Description Facility Category Facility Type Location MW (in thousands) As of December 31, 2015 1 195.5 $ 240,896 Acquired 2 Distributed Generation Solar U.S. (1.2 ) (3,085 ) Acquired 3 Utility Solar U.S. (18.0 ) (36,591 ) Terminated Utility Solar U.S. (159.8 ) (168,396 ) Terminated Residential Solar U.S. — (3,808 ) Expired Distributed Generation Solar U.S. (16.5 ) (29,016 ) As of September 30, 2016 — $ — ———— (1) Excludes the estimated commitment of $814.8 million to acquire 479.3 MW of residential solar generation facilities that were expected to be acquired from SunEdison upon SunEdison's merger with Vivint Solar Inc. due to the merger being terminated on March 7, 2016. As a result of the termination of the merger, the Company's obligation to purchase these assets was also terminated. Also excludes the cash of $16.9 million due to SunEdison for the second installment of purchase prices for renewable energy facilities that were acquired from SunEdison during the year ended December 31, 2015, which was paid to SunEdison during the first quarter of 2016. (2) The preliminary purchase prices for these distributed generation facilities were reduced from $3.1 million to $2.8 million pursuant to the terms of the relevant agreements. (3) The preliminary purchase price for this utility scale solar facility was reduced from $36.6 million to $36.2 million pursuant to the terms of the relevant agreements. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reflects summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 (In thousands) Solar Wind Corporate Total Solar Wind Corporate Total Operating revenues, net $ 125,644 $ 52,474 $ — $ 178,118 $ 139,248 $ 24,043 $ — $ 163,291 Depreciation, accretion and amortization expense 29,243 28,400 345 57,988 33,027 10,640 — 43,667 Other operating costs and expenses 19,613 25,520 24,289 69,422 15,027 11,115 29,347 55,489 Interest expense, net 22,020 20,637 30,161 72,818 17,478 1,224 30,084 48,786 Other non-operating expenses (income), net 2,206 11 2,244 4,461 28,501 (506 ) (16,737 ) 11,258 Income tax expense¹ — — 1,140 1,140 — — 1,673 1,673 Net income (loss) $ 52,562 $ (22,094 ) $ (58,179 ) $ (27,711 ) $ 45,215 $ 1,570 $ (44,367 ) $ 2,418 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 (In thousands) Solar Wind Corporate Total Solar Wind Corporate Total Operating revenues, net $ 314,379 $ 204,957 $ — $ 519,336 $ 283,086 $ 80,766 $ — $ 363,852 Depreciation, accretion and amortization expense 90,137 87,402 487 178,026 88,319 25,375 — 113,694 Other operating costs and expenses 57,745 73,014 64,780 195,539 45,855 30,107 82,343 158,305 Interest expense, net 89,365 64,366 89,380 243,111 52,863 2,075 66,664 121,602 Other non-operating expenses (income), net 975 230 4,493 5,698 16,209 6,611 (3,303 ) 19,517 Income tax expense¹ — — 3,115 3,115 — — 2,842 2,842 Net income (loss) $ 76,157 $ (20,055 ) $ (162,255 ) $ (106,153 ) $ 79,840 $ 16,598 $ (148,546 ) $ (52,108 ) Balance Sheet Total assets² $ 3,841,165 $ 3,627,850 $ 525,964 $ 7,994,979 $ 3,923,186 $ 3,765,486 $ 528,737 $ 8,217,409 ——— (1) Income tax expense is not allocated to the Company's Solar and Wind segments. (2) Represents total assets as of September 30, 2016 and December 31, 2015 , respectively. |
Other Comprehensive Income (L45
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in each component of accumulated other comprehensive income, net of tax, for the nine months ended September 30, 2016 : (In thousands) Foreign Currency Translation Adjustments Hedging Activities Accumulated Other Comprehensive Income Balance as of December 31, 2015 $ (11,733 ) $ 34,633 $ 22,900 Net unrealized loss arising during the period (2,442 ) (32,348 ) (34,790 ) Reclassification of net realized loss (gain) into earnings: Interest expense, net — 25,664 25,664 Operating revenues, net — (9,997 ) (9,997 ) Other comprehensive loss $ (2,442 ) $ (16,681 ) $ (19,123 ) Accumulated other comprehensive (loss) income (14,175 ) 17,952 3,777 Other comprehensive loss attributable to non-controlling interests (668 ) (6,151 ) (6,819 ) Balance as of September 30, 2016 $ (13,507 ) $ 24,103 $ 10,596 |
Comprehensive Income (Loss) | The following tables present each component of other comprehensive income (loss) and the related tax effects for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, 2016 September 30, 2015 (In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Net unrealized loss arising during the period $ (6,158 ) $ — $ (6,158 ) $ (3,363 ) $ — $ (3,363 ) Hedging activities: Net unrealized gain (loss) arising during the period 14,258 — 14,258 46,681 (14,831 ) 31,850 Reclassification of net realized loss into earnings 3,164 — 3,164 129 — 129 Net change 17,422 — 17,422 46,810 (14,831 ) 31,979 Other comprehensive income (loss) $ 11,264 $ — 11,264 $ 43,447 $ (14,831 ) 28,616 Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax 4,850 (2,206 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 32,985 Other comprehensive income (loss) attributable to Class A common stockholders $ 6,414 $ (2,163 ) Nine Months Ended September 30, 2016 September 30, 2015 (In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax Foreign currency translation adjustments: Net unrealized loss arising during the period $ (2,442 ) $ — $ (2,442 ) $ (2,786 ) $ — $ (2,786 ) Hedging activities: Net unrealized (loss) gain arising during the period (32,348 ) — (32,348 ) 52,364 (14,831 ) 37,533 Reclassification of net realized loss into earnings 15,667 — 15,667 3,336 — 3,336 Net change (16,681 ) — (16,681 ) 55,700 (14,831 ) 40,869 Other comprehensive (loss) income $ (19,123 ) $ — (19,123 ) $ 52,914 $ (14,831 ) 38,083 Less: Other comprehensive loss attributable to non-controlling interests, net of tax (6,819 ) (1,093 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 40,488 Other comprehensive loss attributable to Class A common stockholders $ (12,304 ) $ (1,312 ) |
Transactions Between Entities46
Transactions Between Entities Under Common Control - Recast of Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash paid to third parties for renewable energy facility construction | $ (41,698) | $ (588,033) | |||
Acquisitions of renewable energy facilities from third parties, net of cash acquired | (4,064) | (1,158,899) | |||
Net cash used in investing activities | (103,448) | (1,795,066) | |||
Borrowings of non-recourse long-term debt | 3,980 | 436,757 | |||
Principal payments on non-recourse long-term debt | (122,597) | (149,894) | |||
Due to SunEdison, net | (29,036) | 9,765 | |||
Net cash (used in) provided by financing activities | (127,275) | 1,858,457 | |||
Net increase in cash and cash equivalents | (85,807) | 168,647 | |||
Effect of exchange rate changes on cash and cash equivalents | (641) | (1,380) | |||
Cash and cash equivalents at beginning of period | 626,595 | 468,554 | |||
Cash and cash equivalents at end of period | $ 540,147 | $ 635,821 | 540,147 | 635,821 | |
Statement of Financial Position [Abstract] | |||||
Renewable energy facilities, net | 5,103,557 | 5,103,557 | $ 5,834,234 | ||
Other assets | 101,198 | 101,198 | 120,343 | ||
Total assets | 7,994,979 | 8,217,409 | 7,994,979 | 8,217,409 | 8,217,409 |
Current portion of long-term debt and financing lease obligations | 1,374,327 | 1,374,327 | 2,037,919 | ||
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $56,809 and $48,359 in 2016 and 2015, respectively | 147,961 | 147,961 | 153,046 | ||
Due to SunEdison, net | 9,516 | 9,516 | 26,598 | ||
Total liabilities | 4,971,201 | 4,971,201 | 5,101,429 | ||
Net unrealized gain (loss) arising during the period, net of tax | 14,258 | 31,850 | (32,348) | 37,533 | |
Total comprehensive (loss) income | (16,447) | 31,034 | (125,276) | (14,025) | |
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 32,985 | 0 | 40,488 | |
Comprehensive loss attributable to Class A common stockholders | $ (19,757) | (2,983) | $ (59,863) | (23,448) | |
Scenario, Adjustment | |||||
Statement of Financial Position [Abstract] | |||||
Current portion of long-term debt and financing lease obligations | 17,600 | ||||
As Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash paid to third parties for renewable energy facility construction | (426,682) | ||||
Acquisitions of renewable energy facilities from third parties, net of cash acquired | (1,004,403) | ||||
Borrowings of non-recourse long-term debt | 276,915 | ||||
Principal payments on non-recourse long-term debt | (148,764) | ||||
Due to SunEdison, net | (147,370) | ||||
Net increase in cash and cash equivalents | 168,647 | ||||
Effect of exchange rate changes on cash and cash equivalents | (1,380) | ||||
Cash and cash equivalents at beginning of period | 468,554 | ||||
Cash and cash equivalents at end of period | 635,821 | 635,821 | |||
Statement of Financial Position [Abstract] | |||||
Renewable energy facilities, net | 5,802,380 | ||||
Other assets | 119,960 | ||||
Current portion of long-term debt and financing lease obligations | 2,014,331 | ||||
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $56,809 and $48,359 in 2016 and 2015, respectively | 150,721 | ||||
Due to SunEdison, net | 20,274 | ||||
Net unrealized gain (loss) arising during the period, net of tax | (1,135) | (2,955) | |||
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 0 | |||
Recast Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash paid to third parties for renewable energy facility construction | (161,351) | ||||
Acquisitions of renewable energy facilities from third parties, net of cash acquired | (154,496) | ||||
Net cash used in investing activities | (315,847) | ||||
Borrowings of non-recourse long-term debt | 159,842 | ||||
Principal payments on non-recourse long-term debt | (1,130) | ||||
Due to SunEdison, net | 157,135 | ||||
Net cash (used in) provided by financing activities | 315,847 | ||||
Net increase in cash and cash equivalents | 0 | ||||
Effect of exchange rate changes on cash and cash equivalents | 0 | ||||
Cash and cash equivalents at beginning of period | 0 | ||||
Cash and cash equivalents at end of period | 0 | 0 | |||
Statement of Financial Position [Abstract] | |||||
Renewable energy facilities, net | 31,854 | ||||
Other assets | 383 | ||||
Total assets | 32,237 | ||||
Current portion of long-term debt and financing lease obligations | 23,588 | ||||
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $56,809 and $48,359 in 2016 and 2015, respectively | 2,325 | ||||
Due to SunEdison, net | 6,324 | ||||
Total liabilities | $ 32,237 | ||||
Net unrealized gain (loss) arising during the period, net of tax | 32,985 | 40,488 | |||
Total comprehensive (loss) income | 32,985 | 40,488 | |||
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 32,985 | 40,488 | |||
Comprehensive loss attributable to Class A common stockholders | $ 0 | $ 0 |
Nature of Operations and Basi47
Nature of Operations and Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred finance costs | $ 43,051 | |
Accounting Standards Update 2015-03 | Other Noncurrent Assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred finance costs | $ (37,300) | (43,100) |
Accounting Standards Update 2015-03 | Long-term Debt | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred finance costs | $ 37,300 | $ 43,100 |
Transactions Between Entities48
Transactions Between Entities Under Common Control - Summary of Acquisitions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($)power_plantMW | |
Business Acquisition [Line Items] | ||
Nameplate Capacity (MW) | MW | 19.2 | |
Number of Sites | power_plant | 4 | |
Cash Paid | $ 16,900 | $ 38,981 |
Cash Due to SunEdison | 0 | |
Debt Transferred | 0 | |
Tax equity partner payments | $ 1,600 | |
U.S. | Distributed Generation | ||
Business Acquisition [Line Items] | ||
Nameplate Capacity (MW) | MW | 1.2 | |
Number of Sites | power_plant | 3 | |
Cash Paid | $ 2,750 | |
Cash Due to SunEdison | 0 | |
Debt Transferred | $ 0 | |
U.S. | Utility | ||
Business Acquisition [Line Items] | ||
Nameplate Capacity (MW) | MW | 18 | |
Number of Sites | power_plant | 1 | |
Cash Paid | $ 36,231 | |
Cash Due to SunEdison | 0 | |
Debt Transferred | 0 | |
SunEdison | ||
Business Acquisition [Line Items] | ||
Debt Transferred | $ 16,700 |
Transactions Between Entities49
Transactions Between Entities Under Common Control - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)MW | |
Business Combinations [Abstract] | |
Nameplate capacity (MW) | MW | 19.2 |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Amount paid | $ 55.9 |
Contribution | $ 21.3 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) £ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2016USD ($)power_plantMW | Dec. 31, 2016USD ($) | Jan. 05, 2017GBP (£) | Jan. 05, 2017USD ($) | Dec. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of Sites | power_plant | 4 | ||||
Nameplate capacity (MW) | MW | 19.2 | ||||
Total current assets held for sale | $ 70,905,000 | $ 0 | |||
Total current liabilities related to assets held for sale | 426,389,000 | 0 | |||
Total non-current liabilities related to assets held for sale | $ 41,328,000 | 0 | |||
Power Plants Sold In The United Kingdom | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of Sites | power_plant | 24 | ||||
Nameplate capacity (MW) | MW | 365 | ||||
Restricted cash | $ 54,731,000 | ||||
Accounts receivable, net | 14,060,000 | ||||
Prepaid expenses and other current assets | 2,114,000 | ||||
Total current assets held for sale | 70,905,000 | ||||
Intangible assets, net | 562,755,000 | 0 | |||
Intangible assets, net | 1,566,000 | ||||
Other assets | 381,000 | ||||
Total non-current assets held for sale | 564,702,000 | ||||
Total assets held for sale | 635,607,000 | ||||
Current portion of long-term debt | 385,047,000 | $ 0 | |||
Accounts payable, accrued expenses and other current liabilities | 40,598,000 | ||||
Due to SunEdison, net | 744,000 | ||||
Total current liabilities related to assets held for sale | 426,389,000 | ||||
Asset retirement obligations | 41,328,000 | ||||
Total non-current liabilities related to assets held for sale | 41,328,000 | ||||
Total liabilities related to assets held for sale | 467,717,000 | ||||
Subsequent Event | Sale to Vortex Solar | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration | $ 208,000,000 | ||||
Reduction in debt | £ 301.3 | $ 370,000,000 | |||
Residential Rooftop Solar Assets | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total assets held for sale | 35,000,000 | ||||
Total liabilities related to assets held for sale | 12,000,000 | ||||
Abandonment charge | $ 3,300,000 | ||||
Pro Forma | Residential Rooftop Solar Assets | Subsequent Event | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain/loss | $ (13,000,000) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Dec. 15, 2015USD ($)MW | Sep. 30, 2016USD ($)MW | Jun. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)MW | Sep. 30, 2015USD ($) | Mar. 07, 2016MW |
Business Acquisition [Line Items] | |||||||
Nameplate capacity (MW) | MW | 19.2 | 19.2 | |||||
Operating revenues, net | $ 178,118 | $ 163,291 | $ 519,336 | $ 363,852 | |||
Net (loss) income | (27,711) | 2,418 | (106,153) | (52,108) | |||
Acquisition and related costs | $ 0 | $ 11,294 | $ 2,743 | $ 32,720 | |||
Minimum | Total intangible assets, net | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives of intangible assets (in years) | 5 years | ||||||
Maximum | Total intangible assets, net | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives of intangible assets (in years) | 23 years | ||||||
Invenergy Wind | |||||||
Business Acquisition [Line Items] | |||||||
Nameplate capacity (MW) | MW | 831.5 | ||||||
Consideration transferred | $ 1,300,000 | ||||||
Debt assumed | $ 531,200 | ||||||
Noncontrolling ownership | 9.90% | 9.90% | |||||
Adjustment to energy facilities | $ 8,900 | ||||||
Adjustment to other assets | 8,100 | ||||||
Adjustment to noncontrolling interest | $ 800 | ||||||
Period to acquire interest | 180 days | ||||||
Acquired Projects | |||||||
Business Acquisition [Line Items] | |||||||
Operating revenues, net | $ 17,800 | $ 90,300 | |||||
Net (loss) income | $ (12,700) | $ 1,000 | |||||
Vivint Solar | |||||||
Business Acquisition [Line Items] | |||||||
Nameplate capacity (MW) | MW | 479.3 |
Acquisitions - Acquisition Pric
Acquisitions - Acquisition Price Allocation table (Details) - Invenergy Wind $ in Thousands | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Renewable energy facilities | $ 1,477,888 |
Accounts receivable | 25,811 |
Intangible assets | 748,300 |
Restricted cash | 31,247 |
Derivative assets | 32,311 |
Other assets | 20,148 |
Total assets acquired | 2,335,705 |
Accounts payable, accrued expenses and other current liabilities | 23,195 |
Long-term debt, including current portion | 531,221 |
Deferred income taxes | 242 |
Asset retirement obligations | 47,346 |
Other long-term liabilities | 6,004 |
Total liabilities assumed | 608,008 |
Redeemable non-controlling interest | 140,635 |
Non-controlling interest | 308,000 |
Purchase price, net of cash acquired | $ 1,279,062 |
Acquisitions - Pro Forma table
Acquisitions - Pro Forma table (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Business Combinations [Abstract] | |
Total operating revenues, net | $ 469,619 |
Net loss | $ (22,761) |
Renewable Energy Facilities (D
Renewable Energy Facilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Total renewable energy facilities, net | $ 5,103,557,000 | $ 5,103,557,000 | $ 5,834,234,000 | ||
Depreciation, accretion and amortization | 48,100,000 | $ 35,700,000 | 148,500,000 | $ 93,500,000 | |
Capitalized interest costs and amortization of deferred financing costs incurred | 0 | $ 6,600,000 | 800,000 | $ 18,000,000 | |
Renewable energy facilities in service, at cost | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Renewable energy facilities in service, at cost - gross | 5,405,482,000 | 5,405,482,000 | 5,906,154,000 | ||
Less accumulated depreciation - renewable energy facilities | (306,004,000) | (306,004,000) | (187,874,000) | ||
Total renewable energy facilities, net | 5,099,478,000 | 5,099,478,000 | 5,718,280,000 | ||
Construction in progress - renewable energy facilities | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Renewable energy facilities in service, at cost - gross | 4,079,000 | 4,079,000 | 115,954,000 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | Power Plants Sold In The United Kingdom | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Renewal energy facilities | $ 562,755,000 | $ 562,755,000 | $ 0 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | $ 36,086,000 | $ 36,086,000 | $ 36,086,000 | ||
Accumulated Amortization | (9,261,000) | (9,261,000) | (5,002,000) | ||
Net Book Value | 26,825,000 | 26,825,000 | 31,084,000 | ||
Depreciation, accretion and amortization expense | 57,988,000 | $ 43,667,000 | 178,026,000 | $ 113,694,000 | |
Total intangible assets, net | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 1,290,523,000 | 1,290,523,000 | 1,281,163,000 | ||
Accumulated Amortization | (90,707,000) | (90,707,000) | (34,999,000) | ||
Net Book Value | 1,199,816,000 | 1,199,816,000 | 1,246,164,000 | ||
Amortization of intangibles recorded as an increase (decrease) of revenue | (9,800,000) | 3,400,000 | (30,100,000) | (1,600,000) | |
Depreciation, accretion and amortization expense | 7,000,000 | 6,000,000 | $ 20,800,000 | 15,100,000 | |
Total intangible assets, net | Minimum | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Amortization period | 1 year | ||||
Total intangible assets, net | Maximum | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Amortization period | 28 years | ||||
Unfavorable rate revenue contracts | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 35,086,000 | $ 35,086,000 | 35,086,000 | ||
Accumulated Amortization | (9,168,000) | (9,168,000) | (4,951,000) | ||
Net Book Value | 25,918,000 | $ 25,918,000 | $ 30,135,000 | ||
Unfavorable rate revenue contracts | Weighted average | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted Average Amortization Period | 7 years | 8 years | |||
In-place value of market rate revenue contracts | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 555,355,000 | $ 555,355,000 | $ 551,226,000 | ||
Accumulated Amortization | (43,045,000) | (43,045,000) | (22,229,000) | ||
Net Book Value | 512,310,000 | $ 512,310,000 | $ 528,997,000 | ||
In-place value of market rate revenue contracts | Weighted average | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted Average Amortization Period | 19 years | 20 years | |||
Favorable rate land leases | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 15,800,000 | $ 15,800,000 | $ 15,800,000 | ||
Accumulated Amortization | (1,331,000) | (1,331,000) | (746,000) | ||
Net Book Value | 14,469,000 | 14,469,000 | $ 15,054,000 | ||
Depreciation, accretion and amortization expense | 200,000 | $ 0 | $ 600,000 | $ 0 | |
Favorable rate land leases | Weighted average | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted Average Amortization Period | 18 years | 19 years | |||
Favorable rate revenue contracts | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 719,368,000 | $ 719,368,000 | $ 714,137,000 | ||
Accumulated Amortization | (46,331,000) | (46,331,000) | (12,024,000) | ||
Net Book Value | 673,037,000 | $ 673,037,000 | $ 702,113,000 | ||
Favorable rate revenue contracts | Weighted average | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted Average Amortization Period | 16 years | 17 years | |||
Unfavorable rate land lease | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross Carrying Amount | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Accumulated Amortization | (93,000) | (93,000) | (51,000) | ||
Net Book Value | $ 907,000 | $ 907,000 | $ 949,000 | ||
Unfavorable rate land lease | Weighted average | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted Average Amortization Period | 16 years | 17 years |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Consolidated variable interest entities where Terra LLC is primary beneficiary - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ||
Current assets | $ 216,911 | $ 180,287 |
Non-current assets | 4,493,532 | 4,584,886 |
Total assets | 4,710,443 | 4,765,173 |
Current liabilities | 509,084 | 1,043,892 |
Non-current liabilities | 703,299 | 202,629 |
Total liabilities | $ 1,212,383 | $ 1,246,521 |
Long-term Debt - Debt Schedule
Long-term Debt - Debt Schedule table (Details) - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 06, 2016 | Sep. 30, 2016 | Aug. 29, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Effective interest | 5.81% | ||||
Total principal due for long-term debt and financing lease obligations | $ 4,064,748 | $ 4,626,521 | |||
Unamortized discount, net | (15,148) | (20,821) | |||
Deferred finance costs | (43,051) | ||||
Less current portion of long-term debt and financing lease obligations | (1,374,327) | (2,037,919) | |||
Long-term debt and financing lease obligations, less current portion | $ 2,637,939 | 2,524,730 | |||
Revolver | Revolver | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in percent) | 3.94% | ||||
Total principal due for long-term debt and financing lease obligations | $ 655,000 | 655,000 | |||
Increase in special interest | 0.25% | ||||
Permanent Financing | |||||
Debt Instrument [Line Items] | |||||
Effective interest | 6.05% | ||||
Total principal due for long-term debt and financing lease obligations | $ 2,034,882 | 2,546,864 | |||
Debt at variable rate | 59.00% | ||||
Debt at fixed rate | 41.00% | ||||
Permanent Financing | Senior Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in percent) | 6.375% | 6.38% | 5.875% | ||
Total principal due for long-term debt and financing lease obligations | $ 950,000 | 950,000 | |||
Permanent Financing | Senior Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in percent) | 6.625% | 6.63% | 6.125% | ||
Total principal due for long-term debt and financing lease obligations | $ 300,000 | 300,000 | |||
Construction financing | |||||
Debt Instrument [Line Items] | |||||
Total principal due for long-term debt and financing lease obligations | $ 0 | 38,063 | |||
Financing lease obligations | |||||
Debt Instrument [Line Items] | |||||
Effective interest | 5.64% | ||||
Total principal due for long-term debt and financing lease obligations | $ 124,866 | $ 136,594 | |||
Subsequent Event | Permanent Financing | Senior Notes Due 2023 And Senior Notes Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Special interest | 3.00% | ||||
Scenario, Forecast | Revolver | Revolver | |||||
Debt Instrument [Line Items] | |||||
Special interest | 1.50% | ||||
Increase in special interest | 1.75% |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) CAD in Millions | Nov. 02, 2016CADMW | Sep. 06, 2016 | Aug. 30, 2016USD ($) | Dec. 06, 2016 | Sep. 30, 2016USD ($)dMW | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 25, 2016USD ($) | Sep. 27, 2016USD ($) | Aug. 29, 2016 | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||
Consent fee | $ 5 | ||||||||||
Assertion of violation cured, threshold | 12 months | ||||||||||
Lenders right to demand repayment, threshold | 1 year | ||||||||||
Debt default | $ 1,000,000,000 | $ 1,900,000,000 | |||||||||
Cash reclassified to current | 43,400,000 | 61,100,000 | |||||||||
Cash reclassified to held for sale | $ 116,200,000 | 49,500,000 | |||||||||
Nameplate capacity (MW) | MW | 19.2 | ||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Power Plants Sold In The United Kingdom | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Current portion of long-term debt | $ 385,047,000 | $ 0 | |||||||||
Nameplate capacity (MW) | MW | 365 | ||||||||||
Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt repayment | $ 70,000,000 | ||||||||||
Secured Debt | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt repayment | $ 555,000,000 | $ 100,000,000 | $ 30,000,000 | ||||||||
Aggregate principal amount | CAD | CAD 120 | ||||||||||
Nameplate capacity (MW) | MW | 40 | ||||||||||
Term of instrument | 7 years | ||||||||||
Amortization period | 17 years | ||||||||||
Ability to increase commitments | CAD | CAD 123 | ||||||||||
Letter of Credit | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | CAD | CAD 6.9 | ||||||||||
Revolver | Revolver | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (in percent) | 3.94% | ||||||||||
Period audited financials must be provided after fiscal year end | 90 days | ||||||||||
Number of business days cure period | d | 10 | ||||||||||
Increase in interest | 0.25% | ||||||||||
Revolver | Revolver | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Increase in margin | 50.00% | ||||||||||
Secured Debt | Senior Notes Due 2023 And Senior Notes Due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial statement filing period | 60 days | ||||||||||
Grace period upon notice | 90 days | ||||||||||
Secured Debt | Senior Notes Due 2023 And Senior Notes Due 2025 | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Special interest rate | 3.00% | ||||||||||
Repurchase offer price | 101.00% | ||||||||||
Secured Debt | Senior Notes Due 2023 And Senior Notes Due 2025 | Minimum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ownership threshold | 33.30% | ||||||||||
Secured Debt | Senior Notes Due 2023 And Senior Notes Due 2025 | Maximum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ownership threshold | 50.00% | ||||||||||
Secured Debt | Senior Notes due 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (in percent) | 6.375% | 6.38% | 5.875% | ||||||||
Interest rate once ownership threshold triggered | 7.375% | ||||||||||
Secured Debt | Senior Notes due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (in percent) | 6.625% | 6.63% | 6.125% | ||||||||
Interest rate once ownership threshold triggered | 7.625% | ||||||||||
Scenario, Forecast | Revolver | Revolver | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Increase in interest | 1.75% | ||||||||||
Long-term Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default | $ 800,000,000 |
Long-term Debt - Debt Maturitie
Long-term Debt - Debt Maturities table (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 25, 2016 | Sep. 30, 2016 | Sep. 27, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Remainder of 2016 | $ 134,531 | |||||
2,017 | 645,203 | |||||
2,018 | 112,042 | |||||
2,019 | 538,660 | |||||
2,020 | 92,018 | |||||
Thereafter | 2,542,294 | |||||
Total | 4,064,748 | $ 4,626,521 | ||||
Debt default | 1,000,000 | $ 1,900,000 | ||||
Long-term Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt default | $ 600,000 | |||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments | $ 70,000 | |||||
Subsequent Event | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments | $ 555,000 | $ 100,000 | $ 30,000 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
(Loss) income before income tax expense | $ (26,571) | $ 4,091 | $ (103,038) | $ (49,266) |
Income tax expense | $ 1,140 | $ 1,673 | $ 3,115 | $ 2,842 |
Effective tax rate | (4.30%) | 40.90% | (3.00%) | (5.80%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Line Items] | |
Ownership percentage of Terra LLC | 65.50% |
Statutory tax rate percentage | 35.00% |
SunEdison | |
Income Taxes [Line Items] | |
Ownership percentage by other entities | 34.50% |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivatives table (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 100,280 | $ 113,693 |
Derivative asset, offset | 0 | (1,521) |
Derivative Asset | 100,280 | 112,172 |
Liabilities | 65,268 | 24,032 |
Derivative liability, offset | 0 | (1,521) |
Derivative Liability | 65,268 | 22,511 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 21,626 | 27,872 |
Derivative asset, offset | 0 | (1,451) |
Derivative Asset | 21,626 | 26,421 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 78,654 | 85,821 |
Derivative asset, offset | 0 | (70) |
Derivative Asset | 78,654 | 85,751 |
Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 20,699 | 23,962 |
Derivative liability, offset | 0 | (1,451) |
Derivative Liability | 20,699 | 22,511 |
Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 33,216 | |
Derivative liability, offset | 0 | |
Derivative Liability | 33,216 | |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 11,353 | 70 |
Derivative liability, offset | 0 | (70) |
Derivative Liability | 11,353 | 0 |
Interest rate swaps | Hedging Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 487 |
Liabilities | 30,539 | 19,081 |
Interest rate swaps | Hedging Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Interest rate swaps | Hedging Contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 487 |
Interest rate swaps | Hedging Contracts | Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 19,186 | 19,081 |
Interest rate swaps | Hedging Contracts | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Interest rate swaps | Hedging Contracts | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 11,353 | 0 |
Interest rate swaps | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 34,729 | 1,104 |
Interest rate swaps | Derivatives Not Designated as Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Interest rate swaps | Derivatives Not Designated as Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Interest rate swaps | Derivatives Not Designated as Hedges | Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 1,513 | 1,104 |
Interest rate swaps | Derivatives Not Designated as Hedges | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 33,216 | |
Interest rate swaps | Derivatives Not Designated as Hedges | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,581 | 6,711 |
Liabilities | 0 | 3,847 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,041 | 3,875 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 540 | 2,836 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 3,777 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 70 |
Foreign currency contracts | Hedging Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 56,891 | 63,154 |
Liabilities | 0 | 0 |
Foreign currency contracts | Hedging Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 7,619 | 11,455 |
Foreign currency contracts | Hedging Contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 49,272 | 51,699 |
Foreign currency contracts | Hedging Contracts | Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Foreign currency contracts | Hedging Contracts | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Foreign currency contracts | Hedging Contracts | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Foreign currency contracts | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 41,808 | 43,341 |
Liabilities | 0 | 0 |
Foreign currency contracts | Derivatives Not Designated as Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 12,966 | 12,542 |
Foreign currency contracts | Derivatives Not Designated as Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 28,842 | 30,799 |
Foreign currency contracts | Derivatives Not Designated as Hedges | Accounts payable and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Foreign currency contracts | Derivatives Not Designated as Hedges | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Foreign currency contracts | Derivatives Not Designated as Hedges | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Derivatives - Notional table (D
Derivatives - Notional table (Details) £ in Thousands, MWh in Thousands, CAD in Thousands, $ in Thousands | Sep. 30, 2016GBP (£)MWh | Sep. 30, 2016CADMWh | Sep. 30, 2016USD ($)MWh | Dec. 31, 2015GBP (£)MWh | Dec. 31, 2015CADMWh | Dec. 31, 2015USD ($)MWh |
Interest rate swaps | Hedging Contracts | ||||||
Derivative [Line Items] | ||||||
Notional amount | £ 0 | $ 442,530 | £ 222,018 | $ 468,067 | ||
Interest rate swaps | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Notional amount | 222,018 | $ 14,936 | 0 | $ 15,794 | ||
Foreign Currency Contracts | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Notional amount | £ 0 | CAD 30,507 | £ 112,168 | CAD 40,566 | ||
Foreign currency contracts | Hedging Contracts | ||||||
Derivative [Line Items] | ||||||
Nonmonetary notional amount | 18,401 | 18,401 | 18,401 | 18,401 | 18,401 | 18,401 |
Foreign currency contracts | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Nonmonetary notional amount | 2,248 | 2,248 | 2,248 | 1,828 | 1,828 | 1,828 |
Derivatives - Gain_Loss table (
Derivatives - Gain/Loss table (Details) - Derivatives not designated as hedges - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interest expense, net | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative, (Gain) Loss on Derivative, Net | $ 5,127 | $ 495 | $ 36,583 | $ 454 |
Loss on foreign currency exchange, net | Foreign Currency Contracts | ||||
Derivative [Line Items] | ||||
Derivative, (Gain) Loss on Derivative, Net | (73) | (4,565) | (905) | (1,705) |
Operating revenues, net | Foreign currency contracts | ||||
Derivative [Line Items] | ||||
Derivative, (Gain) Loss on Derivative, Net | $ (3,095) | $ (5,139) | $ (11,009) | $ (6,901) |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Cash Flow Hedges table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | $ 14,258 | $ 31,850 | $ (32,348) | $ 37,533 |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | 3,164 | 129 | (254) | 3,336 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 365 | 0 | 3,939 | 0 |
Interest expense, net | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | 798 | (1,135) | (39,547) | (2,955) |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | 3,114 | 129 | 9,743 | 3,336 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | (17) | 0 | 474 | 0 |
Operating revenues, net | Foreign currency contracts | ||||
Derivative [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | 13,460 | 32,985 | 7,199 | 40,488 |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | 50 | 0 | (9,997) | 0 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $ 382 | $ 0 | $ 3,465 | $ 0 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | $ 65,268 | $ 65,268 | $ 24,032 |
Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Term | 13 years | ||
Gain to be reclassified | $ 4,800 | ||
Letter of Credit | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Collateral already posted | 18,000 | 18,000 | 18,000 |
Secured Debt | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss expected to be reclassified into earnings | 6,500 | $ 6,500 | |
Term | 17 years | ||
Designated as Hedging Instrument | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 0 | $ 0 | 0 |
Designated as Hedging Instrument | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 30,539 | 30,539 | 19,081 |
Designated as Hedging Instrument | Secured Debt | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reclassified to current | 12,800 | 12,800 | 7,600 |
Reclassified to held for sale | 1,600 | 1,600 | |
Derivatives Not Designated as Hedges | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 0 | 0 | 0 |
Derivatives Not Designated as Hedges | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 34,729 | 34,729 | 1,104 |
Derivatives Not Designated as Hedges | Secured Debt | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reclassified to current | 31,100 | 31,100 | $ 700 |
Interest expense, net | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reclassified loss | 18,900 | ||
Interest expense, net | UK Portfolio | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reclassified loss | 16,900 | ||
Held For Sale Liabilities | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 33,216 | 33,216 | |
Held For Sale Liabilities | Designated as Hedging Instrument | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 0 | 0 | |
Held For Sale Liabilities | Designated as Hedging Instrument | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 0 | 0 | |
Held For Sale Liabilities | Derivatives Not Designated as Hedges | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | 0 | 0 | |
Held For Sale Liabilities | Derivatives Not Designated as Hedges | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liabilities | $ 33,216 | $ 33,216 |
Fair Value of Financial Instr67
Fair Value of Financial Instruments - Levels 1-3 and Debt tables (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets and Liabilities | ||
Assets | $ 100,280 | $ 113,693 |
Liabilities | 65,268 | 24,032 |
Long-term debt, including current portion | ||
Carrying Amount | 4,012,266 | 4,562,649 |
Fair Value | $ 4,131,352 | $ 4,357,322 |
Senior Notes due 2023 | ||
Long-term debt, including current portion | ||
Fair value of debt as a percentage of face | 103.31% | 83.13% |
Senior Notes due 2025 | ||
Long-term debt, including current portion | ||
Fair value of debt as a percentage of face | 104.81% | 80.75% |
Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | $ 100,280 | $ 112,172 |
Liabilities | 65,268 | 22,511 |
Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 487 |
Liabilities | 65,268 | 20,185 |
Foreign Currency Contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 98,699 | 106,495 |
Liabilities | 0 | 2,326 |
Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,581 | 5,190 |
Level 1 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Foreign Currency Contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 43,389 | 49,018 |
Liabilities | 65,268 | 22,511 |
Level 2 | Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 487 |
Liabilities | 65,268 | 20,185 |
Level 2 | Foreign Currency Contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 41,808 | 43,341 |
Liabilities | 0 | 2,326 |
Level 2 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,581 | 5,190 |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 56,891 | 63,154 |
Liabilities | 0 | 0 |
Level 3 | Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 3 | Foreign Currency Contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 56,891 | 63,154 |
Liabilities | 0 | 0 |
Level 3 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | $ 0 | $ 0 |
Fair Value of Financial Instr68
Fair Value of Financial Instruments - Unobservable input reconciliation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / MWh | Sep. 30, 2015USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Beginning balance | $ 43,763 | $ (14,676) | $ 63,154 | $ 0 |
Included in Other Comprehensive Income | 13,511 | 32,985 | (2,798) | 40,488 |
Included in Operating revenues | (433) | 0 | 6,532 | 0 |
Purchases (acquisition of commodity contracts) | 0 | 0 | (22,179) | |
Settlements | 50 | (9,997) | 0 | |
Balance as of September 30 | 56,891 | $ 18,309 | 56,891 | $ 18,309 |
Level 3 | Commodity Contract | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Assets | 56,891 | 56,891 | ||
Liabilities | $ 0 | $ 0 | ||
Discounted cash flow | Minimum | Level 3 | Commodity Contract | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Forward price ($ per MWh) | $ / MWh | 15.4 | |||
Discounted cash flow | Maximum | Level 3 | Commodity Contract | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Forward price ($ per MWh) | $ / MWh | 85.5 | |||
Option model | Minimum | Level 3 | Commodity Contract | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Volatilities | 3.30% | |||
Option model | Maximum | Level 3 | Commodity Contract | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Volatilities | 9.40% |
Stockholders' Equity - Shares O
Stockholders' Equity - Shares Outstanding Table (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||
Common stock outstanding (shares) | 139,549,177 | 139,549,177 | |||
Treasury stock (shares) | 181,834 | 181,834 | 121,732 | ||
Restricted Stock Award | |||||
Class of Stock [Line Items] | |||||
Shares excluded from calculation (shares) | 459,800 | 2,407,483 | 459,800 | 2,407,483 | |
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (shares) | 91,346,867 | 91,346,867 | 79,612,533 | ||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (shares) | 48,202,310 | 48,202,310 | 60,364,154 | ||
Multiple Shareholders | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (shares) | 91,346,867 | 91,346,867 | |||
SunEdison | Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding (shares) | 48,202,310 | 48,202,310 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jul. 24, 2016 | Jan. 22, 2016shares |
Class of Stock [Line Items] | ||
Right declared as dividend | 1 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Conversion (shares) | 12,161,844 | |
SunEdison | Class B common stock | ||
Class of Stock [Line Items] | ||
Owned (shares) | 48,202,310 | |
Terra LLC | Class A Common Stock | ||
Class of Stock [Line Items] | ||
New issuances of common stock (in shares) | 12,164,844 | |
Terra LLC | Class B common stock | ||
Class of Stock [Line Items] | ||
Conversion (shares) | 12,161,844 | |
Owned (shares) | 48,202,310 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance | 3,690,225 | 3,690,225 | |||
Employee Stock Option and Restricted Stock | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.8 | $ 2.6 | $ 2.1 | $ 8.9 | |
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized cost | 18.3 | $ 18.3 | |||
Expense recognition period | 2 years 1 month 6 days | ||||
Weighted average grant date fair value per share for shares granted | $ 11.05 | $ 33.69 | |||
Restricted stock granted (in shares) | 128,272 | 163,595 | |||
Aggregate fair value | $ 1.6 | ||||
Vesting period | 3 years | ||||
Restricted Stock Units (RSUs) | Time-Based Shares, First Tier | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rights | 25.00% | ||||
Restricted Stock Units (RSUs) | Time-Based Shares, Second Tier | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rights | 25.00% | ||||
Restricted Stock Units (RSUs) | Time-Based Shares, Third Tier | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting rights | 50.00% | ||||
Restricted Stock Units (RSUs) | SunEdison | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0.9 | 2 | $ 2.5 | $ 2.3 | |
Restricted Stock Units (RSUs) | SunEdison | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0.6 | $ 0.1 | 1.8 | $ 1.3 | |
Restricted Stock Award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized cost | $ 0.1 | $ 0.1 | |||
Expense recognition period | 3 months 18 days |
Stock-based Compensation - Tabl
Stock-based Compensation - Tables (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 11, 2016 | Sep. 30, 2016 |
Restricted Stock Award | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (shares) | 1,859,616 | |
Beginning balance weighted average grant date fair value ($ per share) | $ 2.93 | |
Shares converted (shares) | (619,063) | |
Weighted average grant date fair value for shares converted ($ per share) | $ 2.81 | |
Shares forfeited (shares) | (874,358) | |
Weighted average grant date fair value for shares forfeited ($ per share) | $ 2.14 | |
Ending balance (shares) | 366,195 | |
Ending balance weighted average grant date fair value ($ per share) | $ 8.51 | |
Aggregate intrinsic value | $ 5.1 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (shares) | 3,208,394 | |
Restricted stock granted (in shares) | 128,272 | 163,595 |
Shares converted (shares) | (315,766) | |
Shares forfeited (shares) | (1,233,160) | |
Ending balance (shares) | 1,823,063 | |
Aggregate intrinsic value | $ 25.4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 1 month 6 days | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance number of option shares | 56,250 | |
Beginning balance weighted average grant date fair value per option | $ 29.31 | |
Canceled (shares) | (56,250) | |
Canceled ($ per share) | $ 29.31 | |
Ending balance number of option shares | 0 | |
Ending balance weighted average grant date fair value per option | $ 0 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to Class A common stockholders | $ (26,171) | $ (820) | $ (47,559) | $ (22,136) |
Less: dividends paid on Class A shares and participating RSAs | 0 | (26,797) | 0 | (46,879) |
Undistributed loss attributable to Class A shares | $ (26,171) | $ (27,617) | $ (47,559) | $ (69,015) |
Weighted-average basic and diluted Class A shares outstanding (in shares) | 90,860,000 | 77,522,000 | 89,140,000 | 61,777,000 |
Distributed earnings per share ($ per share) | $ 0 | $ 0.33 | $ 0 | $ 0.73 |
Undistributed loss per share ($ per share) | (0.29) | (0.36) | (0.53) | (1.12) |
Basic and diluted earnings (loss) per share ($ per share) | $ (0.29) | $ (0.03) | $ (0.53) | $ (0.39) |
Restricted Stock Award | ||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||
Shares excluded from calculation (shares) | 459,800 | 2,407,483 | 459,800 | 2,407,483 |
Restricted Stock Units (RSUs) | ||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||
Shares excluded from calculation (shares) | 1,823,063 | 2,215,373 | 1,823,063 | 2,215,373 |
Equity Option | ||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||
Shares excluded from calculation (shares) | 150,000 | 150,000 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||
Non-controlling interests | $ 1,511,139 | $ 1,511,139 | $ 1,755,526 | ||
Ownership percentage of Terra LLC | 65.50% | 65.50% | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Balance as of December 31, 2015 | $ 175,711 | ||||
Distributions | (8,420) | ||||
Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility | (780) | ||||
Net income attributable to redeemable non-controlling interests | $ 4,642 | $ 6,949 | 16,374 | $ 8,576 | |
Balance as of September 30, 2016 | 182,885 | 182,885 | |||
Capital | |||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Balance as of December 31, 2015 | 167,199 | ||||
Distributions | (8,420) | ||||
Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility | (780) | ||||
Net income attributable to redeemable non-controlling interests | 0 | ||||
Balance as of September 30, 2016 | 157,999 | 157,999 | |||
Retained Earnings | |||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Balance as of December 31, 2015 | 8,512 | ||||
Distributions | 0 | ||||
Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility | 0 | ||||
Net income attributable to redeemable non-controlling interests | 16,374 | ||||
Balance as of September 30, 2016 | $ 24,886 | $ 24,886 | |||
SunEdison | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage by other entities | 34.50% | 34.50% | |||
Terra LLC | Terra LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Non-controlling interests | $ 700,298 | $ 700,298 | 897,409 | ||
Miscellaneous Projects | Miscellaneous Projects | |||||
Noncontrolling Interest [Line Items] | |||||
Non-controlling interests | $ 810,841 | $ 810,841 | $ 858,117 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Nov. 21, 2016USD ($) | May 27, 2016USD ($)employee | Apr. 20, 2016USD ($) | Apr. 04, 2016employee | Jan. 12, 2016employee | Dec. 28, 2015 | Sep. 30, 2016USD ($)power_plantMW |
Loss Contingencies [Line Items] | |||||||
Outstanding letters of credit | $ 140.6 | ||||||
Number of power plants | power_plant | 4 | ||||||
Nameplate capacity (MW) | MW | 19.2 | ||||||
Appaloosa Stockholder Derivative | |||||||
Loss Contingencies [Line Items] | |||||||
Contract duration | 5 years | ||||||
Number of defendants | employee | 3 | ||||||
Maryland Securities Class Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants | employee | 2 | ||||||
LAP | |||||||
Loss Contingencies [Line Items] | |||||||
Damages paid | $ 10 | ||||||
SunEdison | FirstWind Purchase Agreement | |||||||
Loss Contingencies [Line Items] | |||||||
Earnout payment | $ 231 | ||||||
Number of employee resignations | employee | 2 | ||||||
Subsidiaries | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Damages awarded | $ 13.6 | ||||||
Affiliated Entity | |||||||
Loss Contingencies [Line Items] | |||||||
Amount paid | $ 55.9 | ||||||
SunEdison | Affiliated Entity | Commitments To Acquire Wind Power Plants | |||||||
Loss Contingencies [Line Items] | |||||||
Amount paid | $ 58.7 | ||||||
Number of power plants | power_plant | 2 | ||||||
Nameplate capacity (MW) | MW | 98.6 | ||||||
Revolver | Revolver | |||||||
Loss Contingencies [Line Items] | |||||||
Outstanding letters of credit | $ 68.3 |
Related Parties (Details)
Related Parties (Details) | Feb. 24, 2017claim | Jan. 28, 2015USD ($) | Jul. 24, 2014USD ($) | Sep. 30, 2016USD ($)MWGW | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / sharesMWGW | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015USD ($)MW | Dec. 15, 2015MW | May 19, 2015USD ($)MW |
Related Party Transaction [Line Items] | ||||||||||||||
Cost of operations - affiliate | $ 7,149,000 | $ 6,840,000 | $ 22,898,000 | $ 14,657,000 | ||||||||||
Nameplate capacity (MW) | MW | 19.2 | 19.2 | ||||||||||||
Due to SunEdison, net | $ 9,516,000 | $ 9,516,000 | $ 26,598,000 | |||||||||||
Loss | $ 0 | 0 | $ 845,000 | 0 | ||||||||||
SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage by other entities | 34.50% | 34.50% | ||||||||||||
Invenergy Wind | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Nameplate capacity (MW) | MW | 831.5 | |||||||||||||
Ownership percentage by other entities | 9.90% | 9.90% | ||||||||||||
Period to acquire interest | 180 days | |||||||||||||
Payment Guarantee | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Guaranty | $ 195,000,000 | |||||||||||||
Payment Guarantee | Hydro-electric | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Nameplate capacity (MW) | MW | 19 | |||||||||||||
Payment Guarantee | Wind Power Systems | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Nameplate capacity (MW) | MW | 185 | |||||||||||||
Amended Interest Payment Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative - affiliate | $ 16,000,000 | |||||||||||||
Amended Interest Payment Agreement | Scenario, Forecast | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative - affiliate | $ 8,000,000 | $ 8,000,000 | ||||||||||||
Amended Interest Payment Agreement | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative - affiliate | $ 48,000,000 | |||||||||||||
Incentive Distribution Rights | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Quarterly Distribution Rights, Level One, Percentage | 15.00% | 15.00% | ||||||||||||
Quarterly Distribution Rights, Level Two, Percentage | 25.00% | 25.00% | ||||||||||||
Quarterly Distribution Rights, Level Three | 50.00% | 50.00% | ||||||||||||
Quarterly Distribution Rights, Minimum Quarterly Distribution ($ per share) | $ / shares | $ 0.2257 | |||||||||||||
Incentive Distribution Rights | SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Quarterly Distribution Right Held, Percentage | 100.00% | 100.00% | 100.00% | |||||||||||
SunEdison | Management Services Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Management fee due to SunEdison in 2015-2017 (in percent of Terra LLC's cash available for distribution) | 2.50% | 2.50% | ||||||||||||
Management fee due to SunEdison in 2015 not to exceed | $ 4,000,000 | $ 4,000,000 | ||||||||||||
Management fee due to SunEdison in 2016 not to exceed | 7,000,000 | 7,000,000 | ||||||||||||
Management fee due to SunEdison in 2017 not to exceed | 9,000,000 | 9,000,000 | ||||||||||||
Payments for related party transactions | 1,800,000 | 1,000,000 | 5,300,000 | 3,000,000 | ||||||||||
SunEdison | Corporate Overhead Allocation | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative - affiliate | 2,900,000 | 14,600,000 | 10,600,000 | 39,400,000 | ||||||||||
SunEdison | Interest Expense Paid by Parent | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest on loan to be paid by SunEdison not to exceed | $ 48,000,000 | |||||||||||||
Equity contribution | 0 | 0 | 4,000,000 | |||||||||||
SunEdison | Amended Interest Payment Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity contribution | 8,000,000 | |||||||||||||
Cumulative interest expense | $ 24,000,000 | |||||||||||||
Future interest expense | $ 24,000,000 | |||||||||||||
Affiliated Entity | Operations And Maintenance Reimbursement | SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Cost of operations - affiliate | $ 0 | $ 2,400,000 | $ 0 | $ 4,600,000 | ||||||||||
Affiliated Entity | Operations And Maintenance Reimbursement | Maximum | SunEdison | Scenario, Forecast | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Cost of operations - affiliate | $ 53,900,000 | |||||||||||||
Affiliated Entity | Intercompany Agreement | AP Warehouse | SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Nameplate capacity (MW) | GW | 0.5 | 0.5 | ||||||||||||
Affiliated Entity | Commitments To Acquire Renewable Energy Facilities | SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Nameplate capacity (MW) | MW | 195.5 | |||||||||||||
Open commitments | $ 240,900,000 | |||||||||||||
Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of settlement agreements | claim | 2 | |||||||||||||
Subsequent Event | Affiliated Entity | SunEdison | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total consideration received | 36.90% | |||||||||||||
Subsequent Event | Affiliated Entity | SunEdison | TerraForm Global | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total consideration received | 25.00% |
Related Parties - Commitments t
Related Parties - Commitments to Purchase Facilities (Details) $ in Thousands | Mar. 07, 2016USD ($)MW | Mar. 31, 2016USD ($)MW | Sep. 30, 2016USD ($)MW | Dec. 31, 2015MW |
Related Party Transaction, Commitments [Roll Forward] | ||||
Nameplate capacity (MW) | MW | 19.2 | |||
Cash Paid | $ 16,900 | $ 38,981 | ||
Affiliated Entity | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Beginning (in MW) | MW | 195.5 | 195.5 | ||
Ending (in MW) | MW | 0 | |||
Open commitments to acquire renewable energy facilities | $ 55,900 | |||
Distributed Generation | Affiliated Entity | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Acquired (in MW) | MW | (1.2) | |||
Acquired | $ (3,085) | |||
Renewable energy facilities in service, at cost | Affiliated Entity | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Acquired (in MW) | MW | (18) | |||
Acquired | $ (36,591) | |||
Terminated (in MW) | MW | (159.8) | |||
Terminated | $ (168,396) | |||
Expired (in MW) | MW | (16.5) | |||
Expired | $ (29,016) | |||
Residential | Affiliated Entity | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Terminated | (3,808) | |||
SunEdison | Affiliated Entity | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Beginning | $ 240,896 | 240,896 | ||
Ending | 0 | |||
SunEdison | Affiliated Entity | Commitments To Acquire Renewable Energy Facilities | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Nameplate capacity (MW) | MW | 195.5 | |||
SunEdison | Renewable energy facilities in service, at cost | Affiliated Entity | Commitments To Acquire Renewable Energy Facilities | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Open commitments to acquire renewable energy facilities | 36,200 | |||
SunEdison | Renewable energy facilities in service, at cost | Affiliated Entity | Original Commitments To Acquire Renewable Energy Facilities | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Open commitments to acquire renewable energy facilities | $ 36,600 | |||
Vivint Solar | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Commitment | $ 814,800 | |||
Nameplate capacity (MW) | MW | 479.3 | |||
UNITED STATES | Distributed Generation | ||||
Related Party Transaction, Commitments [Roll Forward] | ||||
Nameplate capacity (MW) | MW | 1.2 | |||
Cash Paid | $ 2,750 |
Segment Reporting - Income stat
Segment Reporting - Income statement summary table (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)reportable_segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | reportable_segment | 2 | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Operating revenues, net | $ 178,118 | $ 163,291 | $ 519,336 | $ 363,852 | |
Depreciation, accretion and amortization expense | 57,988 | 43,667 | 178,026 | 113,694 | |
Other operating costs and expenses | 69,422 | 55,489 | 195,539 | 158,305 | |
Interest expense, net | 72,818 | 48,786 | 243,111 | 121,602 | |
Other non-operating expenses (income), net | 4,461 | 11,258 | 5,698 | 19,517 | |
Income tax provision (benefit) | 1,140 | 1,673 | 3,115 | 2,842 | |
Net (loss) income | (27,711) | 2,418 | (106,153) | (52,108) | |
Balance Sheet | |||||
Total assets | 7,994,979 | 8,217,409 | 7,994,979 | 8,217,409 | $ 8,217,409 |
Corporate | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Operating revenues, net | 0 | 0 | 0 | 0 | |
Depreciation, accretion and amortization expense | 345 | 0 | 487 | 0 | |
Other operating costs and expenses | 24,289 | 29,347 | 64,780 | 82,343 | |
Interest expense, net | 30,161 | 30,084 | 89,380 | 66,664 | |
Other non-operating expenses (income), net | 2,244 | (16,737) | 4,493 | (3,303) | |
Income tax provision (benefit) | 1,140 | 1,673 | 3,115 | 2,842 | |
Net (loss) income | (58,179) | (44,367) | (162,255) | (148,546) | |
Balance Sheet | |||||
Total assets | 525,964 | 528,737 | 525,964 | 528,737 | |
Segments | Solar Energy | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Operating revenues, net | 125,644 | 139,248 | 314,379 | 283,086 | |
Depreciation, accretion and amortization expense | 29,243 | 33,027 | 90,137 | 88,319 | |
Other operating costs and expenses | 19,613 | 15,027 | 57,745 | 45,855 | |
Interest expense, net | 22,020 | 17,478 | 89,365 | 52,863 | |
Other non-operating expenses (income), net | 2,206 | 28,501 | 975 | 16,209 | |
Income tax provision (benefit) | 0 | 0 | 0 | 0 | |
Net (loss) income | 52,562 | 45,215 | 76,157 | 79,840 | |
Balance Sheet | |||||
Total assets | 3,841,165 | 3,923,186 | 3,841,165 | 3,923,186 | |
Segments | Wind | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Operating revenues, net | 52,474 | 24,043 | 204,957 | 80,766 | |
Depreciation, accretion and amortization expense | 28,400 | 10,640 | 87,402 | 25,375 | |
Other operating costs and expenses | 25,520 | 11,115 | 73,014 | 30,107 | |
Interest expense, net | 20,637 | 1,224 | 64,366 | 2,075 | |
Other non-operating expenses (income), net | 11 | (506) | 230 | 6,611 | |
Income tax provision (benefit) | 0 | 0 | 0 | 0 | |
Net (loss) income | (22,094) | 1,570 | (20,055) | 16,598 | |
Balance Sheet | |||||
Total assets | $ 3,627,850 | $ 3,765,486 | $ 3,627,850 | $ 3,765,486 |
Other Comprehensive Income (L79
Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance as of December 31, 2015 | $ 22,900 | |||
Net unrealized loss arising during the period | (34,790) | |||
Other comprehensive income (loss), net of tax | $ 11,264 | $ 28,616 | (19,123) | $ 38,083 |
Accumulated other comprehensive (loss) income | 3,777 | 3,777 | ||
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | 4,850 | (2,206) | (6,819) | (1,093) |
Balance as of September 30, 2016 | 10,596 | 10,596 | ||
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, before tax | (6,158) | (3,363) | (2,442) | (2,786) |
Foreign currency translation adjustments, tax effect | 0 | 0 | 0 | 0 |
Foreign currency translation adjustments, net of tax | (6,158) | (3,363) | (2,442) | (2,786) |
Net unrealized gains (losses) on hedging activities, before tax | 14,258 | 46,681 | (32,348) | 52,364 |
Net unrealized gains (losses) on hedging activities, tax effect | 0 | (14,831) | 0 | (14,831) |
Net unrealized gains (losses) on hedging activities, net of tax | 14,258 | 31,850 | (32,348) | 37,533 |
Reclassification of net realized losses into earnings, before tax | 3,164 | 129 | 15,667 | 3,336 |
Reclassification of net realized losses into earnings, tax | 0 | 0 | 0 | 0 |
Reclassification of net realized losses into earnings, after tax | 3,164 | 129 | 15,667 | 3,336 |
Net change, before tax | 17,422 | 46,810 | (16,681) | 55,700 |
Net change, tax | 0 | (14,831) | 0 | (14,831) |
Net change, after tax | 17,422 | 31,979 | (16,681) | 40,869 |
Other comprehensive loss, before tax | 11,264 | 43,447 | (19,123) | 52,914 |
Other comprehensive loss, tax effect | 0 | (14,831) | 0 | (14,831) |
Other comprehensive loss, net of tax | 11,264 | 28,616 | (19,123) | 38,083 |
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | 4,850 | (2,206) | (6,819) | (1,093) |
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 32,985 | 0 | 40,488 |
Other comprehensive income (loss) attributable to Class A common stockholders | 6,414 | $ (2,163) | (12,304) | $ (1,312) |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance as of December 31, 2015 | (11,733) | |||
Net unrealized loss arising during the period | (2,442) | |||
Other comprehensive income (loss), net of tax | (2,442) | |||
Accumulated other comprehensive (loss) income | (14,175) | (14,175) | ||
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (668) | |||
Balance as of September 30, 2016 | (13,507) | (13,507) | ||
Other comprehensive income (loss), net of tax: | ||||
Other comprehensive loss, net of tax | (2,442) | |||
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (668) | |||
Hedging Activities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance as of December 31, 2015 | 34,633 | |||
Net unrealized loss arising during the period | (32,348) | |||
Other comprehensive income (loss), net of tax | (16,681) | |||
Accumulated other comprehensive (loss) income | 17,952 | 17,952 | ||
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (6,151) | |||
Balance as of September 30, 2016 | $ 24,103 | 24,103 | ||
Other comprehensive income (loss), net of tax: | ||||
Other comprehensive loss, net of tax | (16,681) | |||
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (6,151) | |||
Interest expense, net | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | 25,664 | |||
Interest expense, net | Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | 0 | |||
Interest expense, net | Hedging Activities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | 25,664 | |||
Operating revenues, net | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | (9,997) | |||
Operating revenues, net | Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | 0 | |||
Operating revenues, net | Hedging Activities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Reclassification | $ (9,997) |