Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 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-K | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Public Float | $ 1.1 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 92,268,474 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,202,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Operating revenues, net | $ 654,556,000 | $ 469,506,000 | $ 127,156,000 |
Operating costs and expenses: | |||
Cost of operations | 113,302,000 | 70,468,000 | 10,630,000 |
Cost of operations - affiliate | 26,683,000 | 19,915,000 | 8,063,000 |
General and administrative expenses | 89,995,000 | 55,811,000 | 20,984,000 |
General and administrative expenses - affiliate | 14,666,000 | 55,330,000 | 19,144,000 |
Acquisition and related costs | 2,743,000 | 49,932,000 | 10,177,000 |
Acquisition and related costs - affiliate | 0 | 5,846,000 | 5,049,000 |
Loss on prepaid warranty - affiliate | 0 | 45,380,000 | 0 |
Goodwill impairment | 55,874,000 | 0 | 0 |
Impairment of renewable energy facilities | 18,951,000 | 0 | 0 |
Depreciation, accretion and amortization expense | 243,365,000 | 161,310,000 | 41,280,000 |
Formation and offering related fees and expenses | 0 | 0 | 3,570,000 |
Formation and offering related fees and expenses - affiliate | 0 | 0 | 1,870,000 |
Total operating costs and expenses | 565,579,000 | 463,992,000 | 120,767,000 |
Operating (loss) income | 88,977,000 | 5,514,000 | 6,389,000 |
Other expenses (income): | |||
Interest expense, net | 310,336,000 | 167,805,000 | 86,191,000 |
Loss (gain) on extinguishment of debt, net | 1,079,000 | 16,156,000 | (7,635,000) |
Loss on foreign currency exchange, net | 13,021,000 | 19,488,000 | 14,007,000 |
Loss on investments and receivables - affiliate | 3,336,000 | 16,079,000 | 0 |
Other expenses, net | 2,218,000 | 7,362,000 | 438,000 |
Total other expenses, net | 329,990,000 | 226,890,000 | 93,001,000 |
Loss before income tax expense (benefit) | (241,013,000) | (221,376,000) | (86,612,000) |
Income tax expense (benefit) | 494,000 | (13,241,000) | (4,689,000) |
Net loss | (241,507,000) | (208,135,000) | (81,923,000) |
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison | 0 | 1,610,000 | (1,498,000) |
Less: Predecessor loss prior to the IPO on July 23, 2014 | 0 | 0 | (10,357,000) |
Net loss subsequent to IPO and excluding pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison | (241,507,000) | (209,745,000) | (70,068,000) |
Less: Net income attributable to redeemable non-controlling interests | 18,365,000 | 8,512,000 | 0 |
Less: Net loss attributable to non-controlling interests | (130,025,000) | (138,371,000) | (44,451,000) |
Net loss attributable to Class A common stockholders | $ (129,847,000) | $ (79,886,000) | $ (25,617,000) |
Weighted average Class A common stock - Basic and Diluted (shares) | 90,815 | 65,883 | 29,602 |
Net loss per weighted average Class A common share - basic and diluted ($ per share) | $ (1.47) | $ (1.25) | $ (0.87) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (241,507) | $ (208,135) | $ (81,923) | |
Foreign currency translation adjustments: | ||||
Net unrealized loss arising during the period | (15,039) | (18,446) | (3,541) | |
Hedging activities: | ||||
Net unrealized (loss) gain arising during the period, net of tax | (86) | 26,913 | (1,925) | |
Reclassification of net realized loss into earnings, net of tax | [1] | 15,967 | 4,663 | 0 |
Other comprehensive income (loss), net of tax | 842 | 13,130 | (5,466) | |
Total comprehensive loss | (240,665) | (195,005) | (87,389) | |
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison | 0 | 1,610 | (1,498) | |
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 40,016 | 0 | |
Less: Predecessor comprehensive loss prior to IPO on July 23, 2014 | 0 | 0 | (10,357) | |
Comprehensive loss subsequent to IPO and excluding pre-acquisition comprehensive income (loss) of renewable energy facilities acquired from SunEdison | (240,665) | (236,631) | (75,534) | |
Less comprehensive income (loss) attributable to non-controlling interests: | ||||
Net income attributable to redeemable non-controlling interests | 18,365 | 8,512 | 0 | |
Net loss attributable to non-controlling interests | (130,025) | (138,371) | (44,451) | |
Foreign currency translation adjustments | (4,639) | (7,862) | (2,392) | |
Hedging activities | 5,469 | (3,545) | (1,437) | |
Comprehensive loss attributable to non-controlling interests | (110,830) | (141,266) | (48,280) | |
Comprehensive loss attributable to Class A common stockholders | (129,835) | (95,365) | (27,254) | |
Hedging Activities | ||||
Hedging activities: | ||||
Other comprehensive income (loss), net of tax | 15,881 | 31,576 | (1,925) | |
Reclassification of net realized loss (gain) into earnings: | $ 4,663 | $ 0 | ||
Hedging Activities | Interest expense, net | ||||
Reclassification of net realized loss (gain) into earnings: | 28,539 | |||
Hedging Activities | Interest expense, net | United Kingdom | ||||
Reclassification of net realized loss (gain) into earnings: | $ 16,900 | |||
[1] | Includes $16.9 million loss reclassification for the year ended December 31, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps pertaining to variable rate non-recourse debt for substantially all of the Company's portfolio of solar power plants located in the United Kingdom as discussed in Note 13. Derivatives. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 565,333 | $ 626,595 |
Restricted cash | 114,950 | 152,586 |
Accounts receivable, net | 89,461 | 103,811 |
Prepaid expenses and other current assets | 61,749 | 53,769 |
Assets held for sale | 61,523 | 0 |
Total current assets | 893,016 | 936,761 |
Renewable energy facilities, net, including consolidated VIEs of $3,434,549 and $3,558,041 in 2016 and 2015, respectively | 4,993,251 | 5,834,234 |
Intangible assets, net, including consolidated VIEs of $875,095 and $929,580 in 2016 and 2015, respectively | 1,142,112 | 1,246,164 |
Goodwill | 0 | 55,874 |
Deferred financing costs, net | 7,798 | 10,181 |
Other assets | 114,863 | 120,343 |
Restricted cash | 2,554 | 13,852 |
Non-current assets held for sale | 552,271 | 0 |
Total assets | 7,705,865 | 8,217,409 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations, including consolidated VIEs of $594,442 and $980,069 in 2016 and 2015, respectively | 2,212,968 | 2,037,919 |
Accounts payable, accrued expenses and other current liabilities | 125,596 | 153,046 |
Deferred revenue | 18,179 | 15,460 |
Due to SunEdison, net | 16,692 | 26,598 |
Liabilities related to assets held for sale | 21,798 | 0 |
Total current liabilities | 2,395,233 | 2,233,023 |
Other liabilities: | ||
Long-term debt and financing lease obligations, less current portion, including consolidated VIEs of $375,726 and $59,706 in 2016 and 2015, respectively | 1,737,946 | 2,524,730 |
Deferred revenue, less current portion | 55,793 | 70,492 |
Deferred income taxes | 27,723 | 26,630 |
Asset retirement obligations, including consolidated VIEs of $92,213 and $101,532 in 2016 and 2015, respectively | 148,575 | 215,146 |
Other long-term liabilities | 31,470 | 31,408 |
Non-current liabilities related to assets held for sale | 410,759 | 0 |
Total liabilities | 4,807,499 | 5,101,429 |
Redeemable non-controlling interests | 180,367 | 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 | 1,467,108 | 1,267,484 |
Accumulated deficit | (234,440) | (104,593) |
Accumulated other comprehensive income | 22,912 | 22,900 |
Treasury stock, 253,687 and 121,732 shares in 2016 and 2015, respectively | (4,025) | (2,436) |
Total TerraForm Power, Inc. stockholders' equity | 1,252,957 | 1,184,743 |
Non-controlling interests | 1,465,042 | 1,755,526 |
Total non-controlling interests and stockholders' equity | 2,717,999 | 2,940,269 |
Total liabilities, non-controlling interests and stockholders' equity | 7,705,865 | 8,217,409 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common Stock | 920 | 784 |
Class B common stock | ||
Stockholders' equity: | ||
Common Stock | 482 | 604 |
Class B1 common stock | ||
Stockholders' equity: | ||
Common Stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets, Noncurrent [Abstract] | ||
Renewable energy facilities, net | $ 4,993,251 | $ 5,834,234 |
Intangible assets, net | 1,142,112 | 1,246,164 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations | 2,212,968 | 2,037,919 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt and financing lease obligations, less current portion | 1,737,946 | 2,524,730 |
Asset retirement obligations | $ 148,575 | $ 215,146 |
Preferred par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred issued (in shares) | 0 | 0 |
Preferred outstanding (in shares) | 0 | 0 |
Common outstanding (in shares) | 140,425,399 | |
Treasury stock (in shares) | 253,687 | |
Consolidated variable interest entities | ||
Assets, Noncurrent [Abstract] | ||
Renewable energy facilities, net | $ 3,434,549 | $ 3,558,041 |
Intangible assets, net | 875,095 | 929,580 |
Current liabilities: | ||
Current portion of long-term debt and financing lease obligations | 594,442 | 980,069 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt and financing lease obligations, less current portion | 375,726 | 59,706 |
Asset retirement obligations | $ 92,213 | $ 101,532 |
Class A Common Stock | ||
Liabilities, Noncurrent [Abstract] | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common authorized (in shares) | 850,000,000 | 850,000,000 |
Common issued (in shares) | 92,476,776 | 79,734,265 |
Common outstanding (in shares) | 92,223,089 | 79,612,533 |
Class B common stock | ||
Liabilities, Noncurrent [Abstract] | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common authorized (in shares) | 140,000,000 | 140,000,000 |
Common issued (in shares) | 48,202,310 | 60,364,154 |
Common outstanding (in shares) | 48,202,310 | 60,364,154 |
Class B1 common stock | ||
Liabilities, Noncurrent [Abstract] | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common authorized (in shares) | 260,000,000 | 260,000,000 |
Common issued (in shares) | 0 | 0 |
Treasury stock (in shares) | 253,687 | 121,732 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B common stock | Class B1 common stock | Total - Parent | Total - ParentClass A Common Stock | Total - ParentClass B1 common stock | Net SunEdison Investment | Net SunEdison InvestmentClass B common stock | Common StockClass A Common Stock | Common StockClass B common stock | Common StockClass B1 common stock | Additional Paid-in Capital | Additional Paid-in CapitalClass A Common Stock | Additional Paid-in CapitalClass B1 common stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Common Stock Held in Treasury | Total - Non-controlling Interests | Total - Non-controlling InterestsClass B1 common stock | Non-controlling Interests - Capital | Non-controlling Interests - CapitalClass B1 common stock | Non-controlling Interests - Accumulated Deficit | Non-controlling Interests - Accumulated Other Comprehensive Loss | Member UnitsClass B common stock | Member UnitsClass B1 common stock | Member UnitsTotal - ParentClass B common stock | Member UnitsTotal - ParentClass B1 common stock | Member UnitsNet SunEdison InvestmentClass B common stock | Member UnitsAdditional Paid-in CapitalClass B common stock | Member UnitsAdditional Paid-in CapitalClass B1 common stock | Member UnitsTotal - Non-controlling InterestsClass B common stock | Member UnitsTotal - Non-controlling InterestsClass B1 common stock | Member UnitsNon-controlling Interests - CapitalClass B common stock | Member UnitsNon-controlling Interests - CapitalClass B1 common stock | SunEdisonClass B common stock | SunEdisonNet SunEdison InvestmentClass B common stock | SunEdisonCommon StockClass B common stock | |
Beginning balance at Dec. 31, 2013 | $ 15,452 | $ 2,674 | $ 2,674 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 12,778 | $ 12,778 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2013 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Net SunEdison investment | 418,388 | 418,388 | 418,388 | ||||||||||||||||||||||||||||||||||||
Issuance of equity | $ 0 | $ 0 | $ (657) | $ 14 | $ 657 | $ (14) | |||||||||||||||||||||||||||||||||
Issuance of equity (shares) | 4,977,000 | 65,709,000 | |||||||||||||||||||||||||||||||||||||
Additions to non-controlling interests | 222,388 | 222,388 | 222,388 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | 566 | 566 | 566 | ||||||||||||||||||||||||||||||||||||
Net loss | (9,714) | (10,357) | (10,357) | 643 | 643 | ||||||||||||||||||||||||||||||||||
Pre-acquisition net income/loss of renewable energy facilities acquired from SunEdison | (798) | (798) | (798) | ||||||||||||||||||||||||||||||||||||
Ending balance at Jul. 23, 2014 | 646,282 | 410,473 | 409,250 | $ 14 | $ 657 | $ 0 | 552 | 0 | 0 | 235,809 | 235,166 | 643 | 0 | ||||||||||||||||||||||||||
Ending balance (in shares) at Jul. 23, 2014 | 4,977,000 | 65,709,000 | 0 | ||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2013 | 15,452 | 2,674 | 2,674 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 12,778 | 12,778 | 0 | 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2013 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Pre-acquisition net income/loss of renewable energy facilities acquired from SunEdison | (1,498) | ||||||||||||||||||||||||||||||||||||||
Issuance of equity at IPO | 146,000 | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income/loss | (5,466) | (1,637) | (3,829) | ||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interest | 0 | ||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | 1,515,921 | 471,392 | 0 | $ 387 | $ 645 | $ 58 | 498,256 | (26,317) | (1,637) | $ 0 | 1,044,529 | 1,092,809 | (44,451) | (3,829) | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2014 | 42,218,000 | 64,526,000 | 5,840,000 | 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Less: Net income attributable to redeemable non-controlling interests | 0 | ||||||||||||||||||||||||||||||||||||||
Beginning balance at Jul. 23, 2014 | 646,282 | 410,473 | 409,250 | $ 14 | $ 657 | $ 0 | 552 | 0 | 0 | 235,809 | 235,166 | 643 | 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Jul. 23, 2014 | 4,977,000 | 65,709,000 | 0 | ||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Net SunEdison investment | 6,556 | 2,569 | 2,569 | 3,987 | 3,987 | ||||||||||||||||||||||||||||||||||
Write-off U.S. deferred tax assets and liabilities at IPO | 3,616 | 3,616 | 3,616 | ||||||||||||||||||||||||||||||||||||
Issuance of equity | $ 770,421 | $ 770,421 | $ 373 | $ (70) | $ 770,118 | $ 0 | $ (634,963) | $ (412,808) | $ (222,155) | $ 634,963 | $ 634,963 | $ 0 | $ (58) | $ 58 | |||||||||||||||||||||||||
Issuance of equity (shares) | 37,241,000 | (7,023,000) | 5,840,000 | ||||||||||||||||||||||||||||||||||||
Additions to non-controlling interests | 169,274 | 169,274 | 169,274 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | 5,221 | 5,221 | 5,221 | ||||||||||||||||||||||||||||||||||||
Net loss | (70,711) | (25,617) | (25,617) | (45,094) | (45,094) | ||||||||||||||||||||||||||||||||||
Pre-acquisition net income/loss of renewable energy facilities acquired from SunEdison | (700) | (700) | (700) | ||||||||||||||||||||||||||||||||||||
Issuance of equity at IPO | $ 0 | $ 146,000 | $ 58 | $ 145,942 | $ (146,000) | $ (146,000) | $ 0 | $ (57,633) | $ (57,633) | $ 57,633 | $ 57,633 | ||||||||||||||||||||||||||||
Issuance of equity at IPO (shares) | 5,840,000 | ||||||||||||||||||||||||||||||||||||||
Dividends | (7,249) | (7,249) | (7,249) | ||||||||||||||||||||||||||||||||||||
Other comprehensive income/loss | (5,466) | (1,637) | (1,637) | (3,829) | (3,829) | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interests | (1,323) | (1,323) | (1,323) | ||||||||||||||||||||||||||||||||||||
Equity reallocation | 0 | (139,109) | (139,109) | 139,109 | 139,109 | ||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | 1,515,921 | 471,392 | $ 0 | $ 387 | $ 645 | $ 58 | 498,256 | (26,317) | (1,637) | $ 0 | 1,044,529 | 1,092,809 | (44,451) | (3,829) | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2014 | 42,218,000 | 64,526,000 | 5,840,000 | 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Net SunEdison investment | 153,401 | 84,288 | 84,288 | 69,113 | 69,113 | ||||||||||||||||||||||||||||||||||
Issuance of equity | 921,610 | 921,610 | $ 318 | $ (41) | 921,333 | ||||||||||||||||||||||||||||||||||
Issuance of equity (shares) | 31,912,000 | (4,162,000) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | 20,207 | 20,207 | $ 21 | 22,622 | $ (2,436) | ||||||||||||||||||||||||||||||||||
Stock-based compensation (in shares) | (236,000) | (122,000) | |||||||||||||||||||||||||||||||||||||
Net loss | [1] | (218,257) | (79,886) | (79,886) | (138,371) | (138,371) | |||||||||||||||||||||||||||||||||
Pre-acquisition net income/loss of renewable energy facilities acquired from SunEdison | 1,610 | 1,610 | 1,610 | ||||||||||||||||||||||||||||||||||||
Issuance of equity at IPO | 0 | ||||||||||||||||||||||||||||||||||||||
Dividends | (88,705) | (88,705) | (88,705) | ||||||||||||||||||||||||||||||||||||
Other comprehensive income/loss | 13,130 | (15,479) | (15,479) | (11,407) | (11,407) | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interests | (83,672) | (83,672) | (83,672) | ||||||||||||||||||||||||||||||||||||
Equity reallocation | 0 | (170,310) | (170,310) | 170,310 | 170,310 | ||||||||||||||||||||||||||||||||||
Exchange | 0 | $ 58 | $ (58) | ||||||||||||||||||||||||||||||||||||
Exchange (in shares) | 5,840,000 | (5,840,000) | |||||||||||||||||||||||||||||||||||||
Consolidation of non-controlling interests in acquired renewable energy facilities | 413,014 | 413,014 | 413,014 | ||||||||||||||||||||||||||||||||||||
Repurchase of non-controlling interest in renewable energy facility | (54,694) | (54,694) | (54,694) | ||||||||||||||||||||||||||||||||||||
Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 40,016 | 40,016 | 40,016 | ||||||||||||||||||||||||||||||||||||
Sale of membership interests in renewable energy facilities | 346,704 | 346,704 | 346,704 | ||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interest | 0 | ||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | 2,940,269 | 1,184,743 | $ 784 | $ 604 | $ 0 | 1,267,484 | (104,593) | 22,900 | $ (2,436) | 1,755,526 | 1,953,584 | (182,822) | (15,236) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2015 | 79,612,533 | 60,364,154 | 79,734,000 | 60,364,000 | 0 | (122,000) | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Less: Net income attributable to redeemable non-controlling interests | 8,512 | 8,512 | |||||||||||||||||||||||||||||||||||||
Net SunEdison investment | 25,400 | 16,372 | 16,372 | 9,028 | 9,028 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | 5,154 | 5,154 | $ 14 | 6,729 | $ (1,589) | ||||||||||||||||||||||||||||||||||
Stock-based compensation (in shares) | 581,000 | (132,000) | |||||||||||||||||||||||||||||||||||||
Net loss | [2] | (259,872) | (129,847) | (129,847) | (130,025) | (130,025) | |||||||||||||||||||||||||||||||||
Pre-acquisition net income/loss of renewable energy facilities acquired from SunEdison | 0 | ||||||||||||||||||||||||||||||||||||||
Issuance of equity at IPO | 0 | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income/loss | 842 | 12 | 12 | 830 | 830 | ||||||||||||||||||||||||||||||||||
Distributions to non-controlling interests | (13,020) | (13,020) | (13,020) | ||||||||||||||||||||||||||||||||||||
Equity reallocation | 0 | (560) | (560) | 560 | 560 | ||||||||||||||||||||||||||||||||||
Exchange | 0 | 181,045 | $ 122 | $ (122) | 181,045 | (181,045) | (181,045) | ||||||||||||||||||||||||||||||||
Exchange (in shares) | 12,162,000 | (12,162,000) | |||||||||||||||||||||||||||||||||||||
Repurchase of non-controlling interest in renewable energy facility | (486) | (486) | (486) | ||||||||||||||||||||||||||||||||||||
Sale of membership interests in renewable energy facilities | 15,674 | 15,674 | 15,674 | ||||||||||||||||||||||||||||||||||||
Acquisition accounting adjustment to non-controlling interest in acquired renewable energy facility | 8,000 | 8,000 | 8,000 | ||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interest | (3,962) | (3,962) | (3,962) | 0 | 0 | ||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2016 | $ 2,717,999 | $ 1,252,957 | $ 920 | $ 482 | $ 0 | $ 1,467,108 | (234,440) | $ 22,912 | $ (4,025) | $ 1,465,042 | $ 1,792,295 | $ (312,847) | $ (14,406) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2016 | 140,425,399 | 92,223,089 | 48,202,310 | 92,477,000 | 48,202,000 | 0 | (254,000) | 48,202,310 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||
Less: Net income attributable to redeemable non-controlling interests | $ 18,365 | $ 18,365 | |||||||||||||||||||||||||||||||||||||
[1] | Excludes $8,512 of net income attributable to redeemable non-controlling interests | ||||||||||||||||||||||||||||||||||||||
[2] | Excludes $18,365 of net income attributable to redeemable non-controlling interests. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (241,507,000) | $ (208,135,000) | $ (81,923,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, accretion and amortization expense | 243,365,000 | 161,310,000 | 41,280,000 |
Amortization of favorable and unfavorable rate revenue contracts, net | 40,219,000 | 5,304,000 | 4,190,000 |
Goodwill impairment | 55,874,000 | 0 | 0 |
Impairment of renewable energy facilities | 18,951,000 | 0 | 0 |
Amortization of deferred financing costs and debt discounts | 24,160,000 | 27,028,000 | 25,793,000 |
Unrealized loss on U.K. interest rate swaps | 24,209,000 | 0 | 0 |
Unrealized loss on commodity contract derivatives, net | 11,773,000 | 1,413,000 | 0 |
Recognition of deferred revenue | (16,527,000) | (9,909,000) | (258,000) |
Stock-based compensation expense | 6,059,000 | 13,125,000 | 5,787,000 |
Unrealized loss on foreign currency exchange, net | 15,795,000 | 22,343,000 | 11,920,000 |
Loss (gain) on extinguishment of debt, net | 1,079,000 | 16,156,000 | (7,635,000) |
Loss on prepaid warranty - affiliate | 0 | 45,380,000 | 0 |
Loss on investments and receivables - affiliate | 3,336,000 | 16,079,000 | 0 |
Deferred taxes | 375,000 | (13,497,000) | (4,773,000) |
Other, net | 2,542,000 | 9,395,000 | (9,257,000) |
Changes in assets and liabilities: | |||
Accounts receivable | 3,112,000 | (11,272,000) | (3,431,000) |
Prepaid expenses and other current assets | (8,585,000) | 12,189,000 | 22,921,000 |
Accounts payable, accrued expenses and other current liabilities | (1,156,000) | 19,887,000 | 4,062,000 |
Deferred revenue | 4,803,000 | 19,383,000 | 71,129,000 |
Due to SunEdison, net | 0 | 0 | 4,422,000 |
Other, net | 3,932,000 | (1,919,000) | 0 |
Net cash provided by operating activities | 191,809,000 | 124,260,000 | 84,227,000 |
Cash flows from investing activities: | |||
Cash paid to third parties for renewable energy facility construction | (45,869,000) | (647,561,000) | (1,122,293,000) |
Acquisitions of renewable energy facilities from third parties, net of cash acquired | (4,064,000) | (2,471,600,000) | (644,890,000) |
Change in restricted cash | (13,772,000) | (48,609,000) | 23,635,000 |
Due to SunEdison, net | 0 | (26,153,000) | (56,088,000) |
Other investments | 0 | (8,400,000) | 0 |
Net cash used in investing activities | (63,705,000) | (3,202,323,000) | (1,799,636,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of Class A common stock | 0 | 921,610,000 | 770,421,000 |
Proceeds from Term Loan | 0 | 0 | 575,000,000 |
Repayment of Term Loan | 0 | (573,500,000) | (1,500,000) |
Proceeds from bridge loan | 0 | 0 | 400,000,000 |
Repayment of bridge loan | 0 | 0 | (400,000,000) |
Proceeds from Revolver | 0 | 890,000,000 | 0 |
Repayment of Revolver | (103,000,000) | (235,000,000) | 0 |
Borrowings of non-recourse long-term debt | 86,662,000 | 1,450,707,000 | 471,923,000 |
Principal payments on non-recourse long-term debt | (156,042,000) | (517,600,000) | (341,191,000) |
Due to SunEdison, net | (32,256,000) | (138,923,000) | 199,369,000 |
Sale of membership interests in renewable energy facilities | 16,685,000 | 349,736,000 | 164,742,000 |
Distributions to non-controlling interests in renewable energy facilities | (23,784,000) | (28,145,000) | (1,323,000) |
Repurchase of non-controlling interests in renewable energy facilities | (486,000) | (63,198,000) | 0 |
Distributions to SunEdison | 0 | (58,291,000) | 0 |
Net SunEdison investment | 42,463,000 | 149,936,000 | 405,062,000 |
Payment of dividends | 0 | (88,705,000) | (7,249,000) |
Debt financing fees | (17,436,000) | (59,672,000) | (54,060,000) |
Debt prepayment premium | 0 | (6,412,000) | 0 |
Change in restricted cash for principal debt service | 0 | 0 | 1,897,000 |
Net cash (used in) provided by financing activities | (187,194,000) | 3,238,505,000 | 2,183,091,000 |
Net (decrease) increase in cash and cash equivalents | (59,090,000) | 160,442,000 | 467,682,000 |
Effect of exchange rate changes on cash and cash equivalents | (2,172,000) | (2,401,000) | (172,000) |
Cash and cash equivalents at beginning of period | 626,595,000 | 468,554,000 | 1,044,000 |
Cash and cash equivalents at end of period | 565,333,000 | 626,595,000 | 468,554,000 |
Supplemental Disclosures: | |||
Cash paid for interest, net of amounts capitalized of $1,610, $22,718 and $19,694, respectively | 257,269,000 | 114,452,000 | 79,867,000 |
Cash paid for income taxes | 0 | 0 | 0 |
Schedule of non-cash activities: | |||
Additions to renewable energy facilities in accounts payable, accrued expenses and other current liabilities | 0 | 6,034,000 | 15,046,000 |
Additions to renewable energy facilities in Due from SunEdison | 0 | 0 | 9,780,000 |
Additions of asset retirement obligation (ARO) assets and liabilities | 2,132,000 | 52,181,000 | 34,414,000 |
Revisions in estimates for asset retirement obligations | 0 | 5,640,000 | 0 |
Adjustment to asset retirement obligations related to change in accretion period | 8,992,000 | 7,209,000 | 2,109,000 |
ARO assets and obligations from acquisitions | 136,000 | 74,293,000 | 29,450,000 |
Long-term debt assumed in connection with acquisitions | 0 | 667,384,000 | 550,936,000 |
Amortization of deferred financing costs included as construction in progress | 0 | 0 | 17,589,000 |
Decrease in Due to SunEdison in exchange for equity | 0 | 0 | 14,768,000 |
Issuance of B1 common stock to Riverstone for Mt. Signal | 0 | 0 | 146,000,000 |
Non-controlling interest in Terra LLC (Class B units) issued in connection with the initial public offering | 0 | 0 | 634,963,000 |
Non-controlling interest in Terra LLC (Class B1 units) issued in connection with the initial public offering | 0 | 0 | 57,633,000 |
Write-off of pre-IPO U.S. deferred tax assets and liabilities | 0 | 0 | 3,616,000 |
Senior Notes due 2023 | |||
Cash flows from financing activities: | |||
Proceeds from Senior Notes due | 0 | 945,962,000 | 0 |
Senior Notes due 2025 | |||
Cash flows from financing activities: | |||
Proceeds from Senior Notes due | 0 | 300,000,000 | 0 |
Scenario, Adjustment | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on investments and receivables - affiliate | 4,800,000 | ||
Schedule of non-cash activities: | |||
Revisions in estimates for asset retirement obligations | (7,920,000) | 0 | 0 |
Adjustment to asset retirement obligations related to change in accretion period | $ (22,204,000) | $ 0 | $ 0 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | |||
Interest capitalized | $ 1,610 | $ 22,718 | $ 19,694 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 and TerraForm Global, Inc. and its subsidiaries, "SunEdison"). TerraForm Power is a holding company and its sole asset is an equity interest in TerraForm Power, LLC ("Terra LLC" or "the Predecessor"), 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. The SunEdison Bankruptcy and the Brookfield Sponsorship Transaction 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 on SunEdison for funding or liquidity and believes that the Company will have sufficient liquidity to support its ongoing operations, absent the potential negative impact of default conditions that could arise from failure to meet financial statement deadlines as described below. 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. In anticipation of and in response to SunEdison’s financial and operating difficulties, which culminated in the SunEdison Bankruptcy, at the direction of its Board of Directors (the "Board"), the Company has undertaken, and continues to undertake, a number of strategic initiatives to mitigate the adverse impacts of the SunEdison Bankruptcy on the Company. These initiatives focused on governance, operations and business performance initiatives deemed especially critical because SunEdison provided all personnel and services to the Company (other than those operational services provided by third parties). These initiatives include, among other things, developing continuity plans, establishing stand-alone information technology, accounting and other systems and infrastructure, directly hiring employees and retaining backup or replacement operation and maintenance ("O&M") and asset management services for the Company's wind and solar facilities from other providers. As part of this overall strategic review process, the Company also initiated a process for the exploration and evaluation of potential strategic alternatives for the Company, including potential transactions to secure a new sponsor or sell the Company. This process resulted in the Company's entry into a definitive merger and sponsorship transaction agreement (the “Merger Agreement”) with certain affiliates of Brookfield Asset Management, Inc. (“Brookfield”) on March 6, 2017. Subject to the satisfaction of conditions precedent described below, these affiliates would hold approximately 51% of the Class A shares of TerraForm Power following the consummation of the merger of an affiliate of Brookfield with and into the Company (the "Merger"). In addition, the Merger Agreement provides that at or prior to the closing of the Merger, the Company will enter into a series of sponsorship documents with Brookfield and its affiliates as are more fully described in Note 20 . Related Parties and Note 11. Long-term Debt . Concurrently with the Company's entry into the Merger Agreement, the Company and SunEdison also entered into a settlement agreement (the “Settlement Agreement”). Under the Settlement Agreement, in connection with the closing of the Merger, SunEdison will exchange its Class B units of Terra LLC for 48,202,310 Class A shares of TerraForm Power, plus an incremental amount of Class A shares such that immediately prior to the consummation of the Merger, SunEdison will hold an aggregate number of Class A shares equal to 36.9% of the Company’s fully diluted share count. As a result of and following completion of the exchange, all of the issued and outstanding shares of Class B common stock of the Company will be redeemed and retired. In addition, also as part of the settlement, SunEdison agreed to deliver the outstanding incentive distribution rights of Terra LLC (the “IDRs”) held by SunEdison or certain of its affiliates to TerraForm Power or its designee and in connection therewith, concurrently with the execution and delivery of the Merger Agreement, TerraForm Power, Terra LLC, BRE Delaware, Inc. (the “Brookfield IDR Holder”) and SunEdison and certain of its affiliates have entered into an Incentive Distribution Rights Transfer Agreement (the “IDR Transfer Agreement”), pursuant to which certain SunEdison affiliates will transfer all of the IDRs to Brookfield IDR Holder at the effective time of the Merger. SunEdison also executed and delivered a voting and support agreement (the "Voting and Support Agreement"), pursuant to which it has agreed to vote or cause to be voted any shares of common stock of TerraForm Power held by it or any of its controlled affiliates in favor of the Merger and to take certain other actions to support the consummation of the transaction. Upon the consummation of the Merger or other transaction jointly supported by the Company and SunEdison, all agreements between the Company and the SunEdison Debtors will be rejected, subject to certain limited exceptions, and the Company will be deemed to have no damages, claims or liabilities arising from those rejections. The closing of the Merger is subject to conditions, including a non-waivable condition to closing that the Merger Agreement and the transactions contemplated thereby be approved by holders of a majority of the outstanding Class A shares, excluding SunEdison, Brookfield, any of their respective affiliates or any person with whom any of them has formed (and not terminated) a “group” (as such term is defined in the Securities Exchange Act of 1934, as amended). Additional conditions include the adoption of the Merger Agreement by the holders of a majority of the total voting power of the outstanding shares of the Company’s common stock entitled to vote on the Merger and other customary closing conditions. Certain conditions have been satisfied including (1) the entry by the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) of orders authorizing and approving the entry by SunEdison (and, if applicable, SunEdison’s debtor affiliates) into the Settlement Agreement, the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated thereby to which SunEdison or any other debtor will be a party, (2) the expiration or early termination of the waiting period applicable to consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (3) the closing of the sale of substantially all of the Company's U.K. solar facilities as described in Note 4 . Assets Held for Sale . There is no financing condition to the consummation of the transactions contemplated by the Merger Agreement. The Merger Agreement contains specified termination rights, including the right for each of the Company or a Brookfield affiliate to terminate the Merger Agreement if the Merger is not consummated by December 6, 2017, subject to extension until March 6, 2018 to obtain required regulatory approvals. The Merger Agreement also provides for other customary termination rights for both the Company and a Brookfield affiliate, as well as a mutual termination right in the event that the Settlement Agreement is terminated in accordance with its terms. In the event the Merger Agreement is terminated by either the Company or a Brookfield affiliate due to the failure to obtain the requisite stockholder approvals or the termination of the Settlement Agreement, and the Board did not change its recommendation to the Company's stockholders to approve the Merger, the Company will pay to a Brookfield affiliate all reasonable and documented out-of-pocket expenses incurred in connection with the Merger Agreement, in an amount not to exceed $17.0 million . The Merger Agreement further provides that upon termination of the Merger Agreement under certain other specified circumstances, the Company will be required to pay a Brookfield affiliate a termination fee of $50.0 million . The Company's obligation to pay any combination of out-of-pocket expenses or termination fees shall not in any event exceed $50.0 million . The Settlement Agreement has been approved by the Bankruptcy Court. However, the settlements, mutual release and certain other terms and conditions of the Settlement Agreement will only become effective upon the consummation of the Merger or other transaction jointly supported by the Company and SunEdison or upon a “Stand-Alone Conversion.” SunEdison may elect to effect a Stand-Alone Conversion if the Merger is not consummated due to the failure to receive the requisite stockholder vote and SunEdison is otherwise in compliance with the Settlement Agreement and the Voting and Support Agreement. Upon a Stand-Alone Conversion, SunEdison would exchange its Class B units in Terra LLC and its Class B shares in TerraForm Power for newly issued Class A common stock constituting 36.9% of the aggregate issued and outstanding Class A common stock on a fully diluted basis. SunEdison would also be required to deliver a customary voting agreement and an irrevocable proxy in customary form and substance reasonably acceptable to the Company and the holder of the Class A common stock issued to SunEdison, which may be SunEdison or a third party that receives the Class A common stock as part of a distribution in connection with SunEdison’s plan of reorganization. This voting agreement would require the applicable stockholder, for a period of one year from the date of the Stand-Alone Conversion, to vote one-half of its voting power in the same proportion of the votes cast by stockholders not a party to a similar voting agreement, which would effectively reduce the voting power of the applicable stockholder. As part of these strategic initiatives, the Company has also been working to obtain waivers or forbearance of defaults that have arisen as a result of the SunEdison Bankruptcy and the delays in the completion of the Company’s corporate and project-level audits. In most of the Company's debt-financed projects, SunEdison Debtors are a party to a material project agreement or guarantor thereof, such as being a party to or guarantor of an asset management or O&M contract. As a result of the SunEdison Bankruptcy and delays in delivery of audited financial statements for certain project-level subsidiaries in 2016, among other things, the Company experienced defaults under most of its non-recourse financing agreements. During the course of 2016 and to date in 2017, the Company obtained waivers or temporary forbearances with respect to most of these defaults and has transitioned, or is working to transition, the project-level services provided by SunEdison Debtors to third parties or in-house to a Company affiliate; however, certain of these defaults persist. Moreover, the Company has experienced, or expects to experience, additional defaults under most of the same non-recourse financing agreements in 2017 as the result of the failure to timely complete Company or project-level audits. The Company is working to complete these audits and seeking to cure or obtain waivers of such defaults. 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, although no assurances can be given that the Company will obtain waivers and/or permanent forbearance of existing or future defaults or that none of the financings will be accelerated. The Company's corporate-level revolving credit facility and senior note 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. The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company does not rely on SunEdison for funding or liquidity and believes that it will have sufficient liquidity to support its ongoing operations, absent the potential negative impact of default conditions that could arise from failure to meet financial statement deadlines as described below. 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, we believe the SunEdison Bankruptcy and the related impacts raise substantial doubt about our ability to continue as a going concern for the following reasons: • Prior to the SunEdison Bankruptcy, we relied almost exclusively on the personnel and management and administration services provided by or under the direction of SunEdison. Subsequent to the SunEdison Bankruptcy, we have incurred and expect to continue to incur significant costs procuring these services from unaffiliated third parties. In addition, if we are unable to replace these services or key personnel in the future, this would restrict our ability to timely complete Company or project-level audits as required by our corporate and non-recourse financing arrangements. • We experienced covenant defaults under most of our financing arrangements in 2016, 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 O&M 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, and we have experienced, or expect to experience, additional defaults under most of the same non-recourse financing agreements in 2017 as the result of the failure to timely complete Company or project-level audits. If the remaining or future defaults are not cured or waived, this would restrict the ability of the relevant 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. If this were to occur, the Company would not have sufficient liquidity to meet its obligations. • Finally, 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. Bankruptcy courts have broad equitable powers, and thus, 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, the assets and liabilities of the Company could be made available to help satisfy the debt or contractual obligations of SunEdison. 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. As described above under "The SunEdison Bankruptcy and the Brookfield Sponsorship Transaction," the Company has undertaken, and continues to undertake, a number of strategic initiatives to mitigate the adverse impacts of the SunEdison Bankruptcy on the Company. While the Company believes that the actions described above are more likely than not to address the substantial doubt surrounding our ability to continue as a going concern, we cannot assert that it is probable that management's plans will fully mitigate the conditions identified. If we cannot continue as a going concern, material adjustments to the carrying values and classifications of our assets and liabilities and the reported amounts of income and expense could be required. Basis of Presentation The Company is required to recast historical financial statements when renewable energy facilities are acquired from SunEdison. The recast reflects the assets and liabilities, results of operations and cash flows 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. For the period prior to the Company's initial public offering ("IPO") on July 23, 2014, the accompanying consolidated financial statements represent the combination of TerraForm Power and Terra LLC, the accounting predecessor, and were prepared using SunEdison's historical basis in assets and liabilities. For all periods subsequent to the IPO, the accompanying consolidated financial statements represent the results of TerraForm Power, which consolidates Terra LLC through its controlling interest. The historical financial statements of the Predecessor include allocations of certain SunEdison corporate expenses and income tax expense. Management believes the assumptions and methodology underlying the allocation of general corporate overhead expenses are reasonable. Subsequent to the IPO, general and administrative expenses represent actual costs incurred directly by the Company and general and administrative expenses - affiliate represent costs incurred by SunEdison for services provided to the Company pursuant to the MSA, as more fully described in Note 20 . Related Parties . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates In preparing the 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. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). They include the results of wholly owned and partially owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. The Company consolidates variable interest entities ("VIEs") in renewable energy facilities when determined to be the primary beneficiary. Variable Interest Entities As discussed below, as of January 1, 2016, the Company adopted Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis . The standard makes changes to both the variable interest entity model and the voting interest model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities ("VOEs"), amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs and modifying the evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary in the consolidation analysis. The adoption of the standard did not result in any changes to the Company's previous consolidation conclusions; however, it did result in certain of its consolidated subsidiaries being considered VIEs. VIEs are entities that lack one or more of the characteristics of a voting interest entity. The Company has a controlling financial interest in a VIE when its variable interest or interests provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity is consolidated. For the Company's consolidated VIEs, the Company has presented on its consolidated balance sheets, to the extent material, the assets of its consolidated VIEs that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of its consolidated VIEs for which creditors do not have recourse to the Company's general assets outside of the VIE. Cash and Cash Equivalents Cash and cash equivalents include all cash balances and money market funds with original maturity periods of three months or less when purchased. As of December 31, 2016 and 2015, cash and cash equivalents included $57.6 million and $81.1 million , respectively, of unrestricted cash held at project-level subsidiaries, which was available for project expenses but not available for corporate use. Restricted Cash Restricted cash consists of cash on deposit in financial institutions that is restricted to satisfy the requirements of certain debt agreements and funds held within the Company's project companies that are restricted for current debt service payments and other purposes in accordance with the applicable debt agreements. These restrictions include: (i) cash on deposit in collateral accounts, debt service reserve accounts and maintenance reserve accounts; and (ii) cash on deposit in operating accounts but subject to distribution restrictions related to debt defaults existing as of the balance sheet date. As discussed in Note 11 . Long-term Debt , the Company was in default under certain of its non-recourse financing agreements as of the financial statement issuance date for the years ended December 31, 2016 and 2015. As a result, the Company reclassified $65.3 million and $61.1 million , respectively, of long-term restricted cash to current as of December 31, 2016 and 2015, 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 December 31, 2016, $67.1 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. $33.8 million of this reclassification amount was reclassified from current restricted cash to assets held for sale as it related to the portfolios discussed in Note 4 . Assets Held for Sale . 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported on the consolidated balance sheets, including both billed and unbilled amounts, and are adjusted for any write-offs as well as the allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts to adjust its receivables to amounts considered to be ultimately collectible and charges to the allowance are recorded within general and administrative expenses in the consolidated statements of operations. The Company's allowance is based on a variety of factors, including the length of time receivables are past due, significant one-time events, the financial health of its customers and historical experience. The allowance for doubtful accounts was $3.2 million and $2.7 million as of December 31, 2016 and 2015, respectively, and charges to the allowance recorded within general and administrative expenses for the years ended December 31, 2016 and 2015 were $0.5 million and $2.7 million , respectively. There were no charges to the allowance recorded for the year ended December 31, 2014. Accounts receivable are written off in the period in which the receivable is deemed uncollectible and collection efforts have been exhausted. There were no write-offs of accounts receivable for the years ended December 31, 2016, 2015 and 2014 . Renewable Energy Facilities Renewable energy facilities consist of solar generation facilities and wind power plants that are stated at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When renewable energy facilities are retired, or otherwise disposed of, the cost and accumulated depreciation is removed from the consolidated balance sheet and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of renewable energy facilities is recognized using the straight-line method over the estimated useful lives of the renewable energy facilities, which range from 20 to 30 years for the Company's solar generation facilities. Effective October 1, 2016, the Company changed its estimates of the useful lives of the major components of its wind power plants to better reflect the estimated periods during which these major components will remain in service. These major components comprising our wind power plants have remaining useful lives ranging from 5 to 41 years and have an overall weighted average remaining useful life of 24 years as of October 1, 2016. This prospective change in estimate increased depreciation expense and net loss by $1.9 million for the quarter and year ended December 31, 2016 and increased basic and diluted loss per share by $0.02 for the quarter and year ended December 31, 2016. Intangibles The Company's intangible assets and liabilities represent revenue contracts, consisting of long-term power purchase agreements ("PPAs") and renewable energy certificates ("RECs"), lease agreements and O&M contracts that were obtained through third party acquisitions. The revenue contract intangibles are comprised of favorable and unfavorable rate PPAs and REC agreements and the in-place value of market rate PPAs. The lease agreement intangibles are comprised of favorable and unfavorable rate land leases, and the O&M contract intangibles consist of unfavorable rate O&M contracts. Intangible assets and liabilities that have determinable estimated lives are amortized over those estimated lives. Amortization of favorable and unfavorable rate revenue contracts is recorded within operating revenues, net in the consolidated statements of operations. Amortization expense related to the in-place value of market rate revenue contracts is recorded within depreciation, accretion and amortization expense in the consolidated statements of operations, and amortization of favorable and unfavorable rate land leases and unfavorable rate O&M contracts is recorded within cost of operations. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets and liabilities acquired impact the amount and timing of future amortization. Impairment of Renewable Energy Facilities and Intangibles Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. An impairment loss is recognized if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured as the difference between an asset's carrying amount and fair value. Fair values are determined by a variety of valuation methods, including appraisals, sales prices of similar assets and present value techniques. During the year ended December 31, 2016 , the Company recognized a $19.0 million impairment charge related to its portfolio of residential rooftop solar assets as reflected within impairment of renewable energy facilities in the consolidated statement of operations (see Note 4 . Assets Held for Sale for further discussion) . There were no impairments of renewable energy facilities or intangibles recognized during the years ended December 31, 2015 and 2014 . Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. The Company does not amortize goodwill, but instead evaluates goodwill for impairment at least annually on December 1 st . The Company performs an impairment test between scheduled annual tests if facts and circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit that has goodwill is less than its carrying value. The Company may first make a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The qualitative impairment test includes considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. If it is determined through the qualitative assessment that a reporting unit’s fair value is more-likely-than-not greater than its carrying value, the two-step impairment test is not required. If the qualitative assessment indicates it is more-likely-than-not that a reporting unit’s fair value is not greater than its carrying value, the Company must perform the two-step impairment test. The Company may also elect to proceed directly to the two-step impairment test without considering such qualitative factors. The first step in the two-step impairment test is the comparison of the fair value of a reporting unit with its carrying amount, including goodwill. The Company defines its reporting units to be consistent with its reportable segments. In accordance with the authoritative guidance over fair value measurements, the Company defines the fair value of a reporting unit as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. The Company primarily uses the income approach methodology of valuation, which uses the discounted cash flow method, to estimate the fair values of the Company's reporting units. The Company does not believe that a cost approach is relevant to measuring the fair values of its reporting units. Significant management judgment is required when estimating the fair value of the Company's reporting units, including the forecasting of future operating results, the discount rates and expected future growth rates that it uses in the discounted cash flow method of valuation, and in the selection of comparable businesses that are used in the market approach. If the estimated fair value of the reporting unit exceeds the carrying value assigned to that unit, goodwill is not impaired and no further analysis is required. If the carrying value assigned to a reporting unit exceeds its estimated fair value in the first step, then the Company is required to perform the second step of the impairment test. In this step, the Company assigns the fair value of the reporting unit calculated in step one to all of the assets and liabilities of that reporting unit as if a market participant just acquired the reporting unit in a business combination. The excess of the fair value of the reporting unit determined in the first step of the impairment test over the total amount assigned to the assets and liabilities in the second step of the impairment test represents the implied fair value of goodwill. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of goodwill, the Company would record an impairment loss equal to the difference. The Company recorded a goodwill impairment charge of $55.9 million for the year ended December 31, 2016 as reflected in the consolidated statement of operations (see Note 8. Goodwill for further discussion). Capitalized Interest Interest incurred on funds borrowed to finance construction of renewable energy facilities is capitalized until the system is ready for its intended use. The amount of interest capitalized during the years ended December 31, 2016 , 2015 and 2014 was $1.6 million , $22.7 million and $19.7 million , respectively. Financing Lease Obligations Certain of the Company's assets were financed with sale-leaseback arrangements. Proceeds received from a sale-leaseback are treated using the deposit method when the sale of the renewable energy facility is not recognizable. A sale is not recognized when the leaseback arrangements include a prohibited form of continuing involvement, such as an option or obligation to repurchase the assets under the Company's master lease agreements. Under these arrangements, the Company does not recognize any profit until the sale is recognizable, which the Company expects will be at the end of the arrangement when the contract is canceled and the initial deposits received are forfeited by the financing party. The Company is required to make rental payments over the course of the leaseback arrangements. These payments are allocated between principal and interest payments using an effective yield method. Deferred Financing Costs Financing costs incurred in connection with obtaining construction and term financing are deferred and amortized over the maturities of the respective financing arrangements using the effective interest method. As discussed below, as of January 1, 2016, the Company adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs and 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 and reclassified deferred financing costs to be presented as a direct deduction from the carrying amount of the related debt in both the current and prior periods, with the exception of the costs related to the Company's senior secured revolving credit facility, which are still presented as a non-current asset on the balance sheet. Amortization of deferred financing costs is capitalized during construction and recorded as interest expense in the consolidated statements of operations following achievement of commercial operation. Asset Retirement Obligations Asset retirement obligations are accounted for in accordance with ASC 410-20, Asset Retirement Obligations . Retirement obligations associated with renewable energy facilities included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, and for which the timing and/or method of settlement may be conditional on a future event. Asset retirement obligations are recognized at fair value in the period in which they are incurred and the carrying amount of the related renewable energy facility is correspondingly increased. Over time, the liability is accreted to its expected future value. The corresponding renewable energy facility that is capitalized at inception is depreciated over its useful life. Historically, the Company accreted its asset retirement obligations over the term of the related PPA agreement. During the fourth quarter of 2016, the Company revised the accretion period and determined that these obligations should be accreted to expected future value over the remaining useful life of the corresponding renewable energy facility, consistent with the depreciation expense that is recorded on the asset retirement cost recognized within renewable energy facilities and with its estimate of the future timing of settlement. This change in accretion period and related estimate associated with the timing of the original undiscounted cash flows resulted in a $22.2 million reduction in the Company's asset retirement obligation and corresponding renewable energy facility carrying amount as of December 31, 2016. The Company also recorded an adjustment during the fourth quarter of 2016 to reduce previously reported accretion and depreciation expense by $4.4 million as a result of this change. $2.9 million of the accretion and depreciation expense reduction related to amounts previously reported for the year ended December 31, 2015. The quarterly accretion and depreciation expense reduction that related to each of the first three quarters of 2016 was $0.5 million . Management performed an assessment of the balance sheet and income statement impact on its previously issued filings and determined it to be immaterial. The Company generally reviews its asset retirement obligations annually, based on its review of updated cost studies and its evaluation of cost escalation factors. The Company evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the asset retirement obligations. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost to the extent applicable. Effective December 31, 2016, the Company revised its original estimates of the costs and related amount of cash flows for certain of its asset retirement obligations which resulted in a $7.9 million reduction in the asset retirement obligation and related renewable energy facility carrying amount as of December 31, 2016. As this was a prospective change in estimate, there was no impact to accretion or depreciation expense for the year ended December 31, 2016 as a result of this change. Revenue Recognition Power Purchase Agreements A significant majority of the Company's revenues are obtained through the sale of energy (based on MW) pursuant to terms of PPAs or other contractual arrangements which have a weighted average remaining life of 15 years as of December 31, 2016 . Most of the Company's PPAs are accounted for as operating leases and have no minimum lease payments. Rental income under these leases is recorded as revenue when the electricity is delivered. Incentive Revenue The Company generates RECs as it produces electricity. RECs are accounted for as government incentives and are not considered output of the underlying renewable energy facilities. These RECs are currently sold pursuant to agreements with SunEdison, unaffiliated third parties and a certain debt holder, and revenue is recognized as the underlying electricity is generated if the sale has been contracted with the customer. The Company also receives performance-based incentives ("PBIs") from public utilities in connection with certain sponsored programs. The Company has a PBI arrangement with the State of California whereby the Company will receive a fixed rate multiplied by the kilowatt hour ("kWh") production on a monthly basis for 60 months. The PBI revenue is recognized as energy is generated over the measurement-period. The Company recognizes revenue based on the rate applicable at the time the energy is created and adjusts the amount recognized when it meets the threshold that qualifies it for the higher rate. PBI in the state of Colorado has a 20 -year term at a fixed-price per kWh produced. The revenue is recognized as energy is generated over the term of the agreement. Deferred Revenue Deferred revenue primarily consists of upfront incentives or subsidies received from various state governmental jurisdictions for operating certain of the Company's renewable energy facilities or from the sale of investment tax credits to non-controlling members. The amounts deferred are recognized as revenue on a straight-line basis over the depreciable life of the renewable energy facility or upon the contingency of claw-back of the tax credits resolve as the Company fulfills its obligation to operate these renewable energy facilities. Recognition of deferred revenue was $16.5 million , $9.9 million and $0.3 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. Income Taxes The Company accounts for income taxes using the liability method, which requires that it use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. The Company reports certain of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting in temporary and permanent differences between the Company's financial statements and income tax returns. The tax effects of such temporary differences are recorded as either deferred income tax assets or deferred income tax liabilities in the Company's consolidated balance sheets. The Company measures its deferred income tax assets and deferred income tax liabilities using income tax rates that are currently in effect. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income, which includes the future reversal of existing taxable temporary differences to realize deferred tax assets, net of valuation allowances. A valuation allowance is recorded to reduce the net deferred tax assets to an amount that is more-likely-than-not to be realized. Tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefit recognized from a position that has surpassed the more-likely-than-not threshold is the largest amount of benefit that is more than 50% likely to be realized upon settlement. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense. Changes to existing net deferred tax assets or valuation allowances or changes to uncertain tax benefits are recorded to income tax expense. Non-controlling Interests and Hypothetical Liquidation at Book Value ("HLBV") Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity in the consolidated balance sheets. Non-controlling interests in subsidiaries that are redeemable either at the option of the holder or at fixed and determinable prices at certain dates in the future are classified as redeemable non-controlling interests in subsidiaries between liabilities and stockholders' equity in the consolidated balance sheets. Redeemable non-controlling interests that are currently redeemable or redeemable after the passage of time are adjusted to their redemption value as changes occur. The Company applies the guidance in ASC 810-10 along with the SEC guidance in ASC 480-10-S99-3A in the valuation of redeemable non-controlling interests. The Company has determined the allocation of economics between the controlling party and the third party for non-controlling interests does not correspond to ownership percentages for certain of its consolidated subsidiaries. In order to reflect the substantive profit sharing arrangements, the Company has determined that the appropriate methodology for determining the value of non-controlling interests is a balance sheet approach using the HLBV method. Under the HLBV method, the amounts reported as non-controlling interest on the consolidated balance sheets represent the amounts the third party investors could hypothetically receive at each balance sheet reporting date based on the liquidation provisions of the respective operating partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third party non-controlling interests in the consolidated statements of operations and statements of comprehensive loss are determined based on the difference in the carrying amounts of non-controlling interests on the consolidated balance sheets between reporting dates, adjusted for any capital transactions between the Company and third party investors that occurred during the respective period. Where, prior to the commencement of operating activities for a respective renewable energy facility, HLBV results in an immediate change in the carrying value of non-controlling interest on the consolidated balance sheet due to the recognition of ITCs or other adjustments as required by the U.S. Internal Revenue Code, the Company defers the recognition of the respective adjustments and recognizes the adjustments in non-controlling interest on the consolidated statement of operations on a straight-line basis over the expected life of the underlying assets giving rise to the respective difference. Similarly, where the Company has acquired a controlling interest in a partnership and there is a resulting difference between the initial fair value of non-controlling interest and the value of non-controlling interest as measured using HLBV, the Company initially records non-controlling interest at fair value and amortizes the resulting difference over the remaining life of the underlying assets. Contingencies The Company is involved in conditions, situations or circumstances in the ordinary course of business with possible gain or loss contingencies that will ultimately be resolved when one or more future events occur or fail to occur. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount will be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range will be accrued. The Company continually evaluates uncertainties associated with loss contingencies and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to the issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; and (ii) the loss or range of loss can be reasonably estimated. Legal costs are expensed when incurred. Gain contingencies are not recorded until realized or realizable. Derivative Financial Instruments The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets. Accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as part of a hedging relationship and the type of hedging relationship. The effective portion of changes in fair value of derivative instruments designated as cash flow hedges is reported as a component of other comprehensive (loss) income. Changes in the fair value of these derivatives are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of changes in fair value is recorded as a component of net loss in the consolidated statements of operations. The change in fair value of undesignated derivative instruments is reported as a component of net loss in the consolidated statements of operations. Fair Value Measurements The Company performs fair value measurements defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance. In determining fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. Assets and liabilities are categorized within a fair value hierarchy based upon the lowest level of input that is significant to the fair value measurement: • Level 1: Quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company maintains various financial instruments recorded at cost in the consolidated balance sheets that are not required to be recorded at fair value. For cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities and due to SunEdison, net, the carrying amount approximates fair value because of the short-term maturity of the instruments. See Note 14 . Fair Value of Financial Instruments for disclosures related to the fair value of the Company's derivative instruments and long-term debt. Foreign Operations The Company's reporting currency is the U.S. dollar. Certain of the Company's subsidiaries maintain their records in local currencies other than the U.S. dollar, which are their functional currencies. When a subsidia |
Transactions Between Entities U
Transactions Between Entities Under Common Control | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Transactions Between Entities Under Common Control | TRANSACTIONS BETWEEN ENTITIES UNDER COMMON CONTROL Recast of Historical Financial Statements During the year ended December 31, 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 consolidated statement of cash flows for the year ended December 31, 2015 . The facilities acquired from SunEdison during the year ended December 31, 2016 were not in operation in 2015 and there was no impact to the consolidated statement of operations or consolidated statement of comprehensive loss for the years ended December 31, 2015 and 2014 as a result of these acquisitions. There was also no impact to the consolidated statement of cash flows for the year ended December 31, 2014. 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 2015 Form 10-K to current portion of long-term debt and financing lease obligations within the consolidated balance sheet included in this Form 10-K. 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 2. Summary of Significant Accounting Policies for further discussion. The following table presents changes to the Company's previously reported consolidated statement of cash flows for the year ended December 31, 2015 included in the Company's 2015 Annual Report on Form 10-K: (In thousands) As Reported Recast Adjustments As Recasted Cash flows from investing activities: Cash paid to third parties for renewable energy facility construction $ (617,649 ) $ (29,912 ) $ (647,561 ) Change in net cash used in investing activities (29,912 ) Cash flows from financing activities: Borrowings of non-recourse long-term debt 1,425,033 25,674 1,450,707 Principal payments on non-recourse long-term debt (515,514 ) (2,086 ) (517,600 ) Due to SunEdison, net (145,247 ) 6,324 (138,923 ) Change in net cash provided by financing activities 29,912 Net increase in cash and cash equivalents 160,442 — 160,442 Effect of exchange rate changes on cash and cash equivalents (2,401 ) — (2,401 ) Cash and cash equivalents at beginning of period 468,554 — 468,554 Cash and cash equivalents at end of period $ 626,595 $ — $ 626,595 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 is recorded as a contribution or distribution from SunEdison. The following tables summarize the renewable energy facilities acquired by the Company from SunEdison through a series of transactions during the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 As of December 31, 2016 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 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 December 31, 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. Year Ended December 31, 2015 As of December 31, 2015 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 3 Debt Transferred 4 Distributed Generation Solar U.S. 91.5 74 $ 155,573 $ 2,600 $ — $ — Residential Solar U.S. 12.9 1,806 25,053 — — — Utility Solar U.S. 54.8 9 69,868 14,341 — 14,475 Utility Solar U.K. 214.3 14 150,595 — 205,587 — Utility Wind U.S. 200.0 1 127,000 — — — Total 573.5 1,904 $ 528,089 $ 16,941 $ 205,587 $ 14,475 ———— (1) Represents the amount paid to SunEdison as of December 31, 2015. Excludes aggregated tax equity partner payments of $363.6 million to SunEdison, of which $0.7 million was refunded to the respective tax equity partner for one of the acquired projects in 2016. (2) Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $9.2 million due to SunEdison, which were paid during the first quarter of 2016. (3) Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11 . Long-term Debt ). (4) Represents debt recorded on the Company's balance sheet as of December 31, 2015. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by the Company and the tax equity partner to SunEdison for the acquisition of these facilities. Year Ended December 31, 2014 As of December 31, 2014 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 3 Debt Transferred Distributed Generation Solar U.S. 25.7 21 $ 33,386 $ 11,854 $ — $ — Utility Solar U.K. 50.0 2 32,181 — 61,982 — Total 75.7 23 $ 65,567 $ 11,854 $ 61,982 $ — ———— (1) Represents the amount paid to SunEdison as of December 31, 2014. Excludes aggregated tax equity partner payments of $17.2 million to SunEdison. (2) Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison. $8.0 million was paid to SunEdison during 2015 and $3.9 million was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $2.1 million due to SunEdison and subsequently paid. (3) Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11 . Long-term Debt ). The Company records a contribution or distribution from SunEdison upon final funding of the acquisition. The difference between the cash paid and historical cost of the net assets acquired from SunEdison for projects that achieved final funding during the years ended December 31, 2016, 2015 and 2014 was $19.5 million , $41.8 million and $1.5 million , respectively, and has been recorded as a net contribution from SunEdison, which is reflected within Net SunEdison investment on the consolidated statements of stockholders' equity. The operating revenues of the facilities acquired from SunEdison in 2016, 2015 and 2014 reflected in the consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively, are $2.3 million , $37.6 million and $1.2 million . The net income (loss) of the facilities acquired from SunEdison in 2016, 2015 and 2014 reflected in the consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively, are $0.7 million , $(3.9) million and $(3.6) million . |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 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 during 2016 ( 24 operating projects for sale representing 365.0 MW, the "U.K. Portfolio"), and it was determined that this portfolio met the criteria to be classified as held for sale during the first quarter of 2016. As a result, the Company classified $592.6 million of assets and $427.2 million of liabilities as held for sale as of December 31, 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 year ended December 31, 2016 . The Company also 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 in 2016, and these assets were determined to meet the criteria to be classified as held for sale during the fourth quarter of 2016. As a result, the Company classified $21.2 million of assets and $5.3 million of liabilities as held for sale as of December 31, 2016 and measured each at the lower of carrying value or fair value less costs to sell. The Company's analysis indicated that the carrying value of the assets exceeded the fair value less costs to sell, and thus an impairment charge of $15.7 million was recognized within impairment of renewable energy facilities in the consolidated statement of operations for the year ended December 31, 2016 . The Company also recorded a $3.3 million charge within impairment of renewable energy facilities for the year ended December 31, 2016 due to the decision to abandon certain residential construction in progress assets that were not completed by SunEdison as a result of the SunEdison Bankruptcy. The following table summarizes the major classes of assets and liabilities which are classified as held for sale on the Company's consolidated balance sheet as of December 31, 2016 : (In thousands) U.K. Portfolio Residential Portfolio Total Assets held for sale: Restricted cash $ 53,604 $ 1,202 $ 54,806 Accounts receivable, net 4,952 300 5,252 Prepaid expenses and other current assets 1,295 170 1,465 Total current assets held for sale 59,851 1,672 61,523 Renewable energy facilities, net 529,154 19,534 548,688 Intangible assets, net 1,480 — 1,480 Other assets 2,103 — 2,103 Total non-current assets held for sale 532,737 19,534 552,271 Total assets held for sale $ 592,588 $ 21,206 $ 613,794 Liabilities related to assets held for sale: Current portion of long-term debt $ 14,510 $ 175 $ 14,685 Accounts payable, accrued expenses and other current liabilities 5,980 245 6,225 Deferred revenue — 10 10 Due to SunEdison, net 692 186 878 Total current liabilities related to assets held for sale 21,182 616 21,798 Long-term debt, less current portion 349,687 4,190 353,877 Deferred revenue, less current portion — 246 246 Asset retirement obligations 39,563 287 39,850 Other long-term liabilities 16,786 — 16,786 Total non-current liabilities related to assets held for sale 406,036 4,723 410,759 Total liabilities related to assets held for sale $ 427,218 $ 5,339 $ 432,557 Sale of the U.K. Portfolio On May 11, 2017, the Company announced that Terra Operating LLC completed its previously announced sale of the U.K. Portfolio to Vortex Solar UK Limited, a renewable energy platform managed by the private equity arm of EFG Hermes, an investment bank. Terra Operating LLC received approximately $211 million of proceeds from the sale, net of transaction expenses and distributions taken from the U.K. Portfolio after announcement and before closing of the sale, which is expected to be used for the reduction of the Company's indebtedness. The sale also resulted in a reduction in the Company's non-recourse project debt by approximately GBP 301 million at the U.K. Portfolio level. The Company has retained 11.1 MW of solar assets in the U.K. Residential Portfolio Sale On March 14, 2017, Enfinity SPV Holdings 2, LLC, a subsidiary of the Company, entered into a membership interest purchase and sale agreement with Greenbacker Residential Solar II, LLC for the sale of 100% of the membership interests of Enfinity Colorado DHA 1, LLC, a Colorado limited liability company that owns and operates 2.5 MW of solar installations situated on the roof of public housing units located in Colorado and owned by the Denver Housing Authority. The Company received net proceeds of $1.1 million upon the closing of this transaction on March 31, 2017. In addition, the Company entered into a membership interest purchase and sale agreement with Greenbacker Residential Solar II, LLC on June 12, 2017 for the sale of 100% of the membership interests of TerraForm Resi Solar Manager, LLC, a subsidiary of the Company, which owns and operates 8.9 MW of rooftop solar installations. The transaction closed on June 30, 2017; the Company received net proceeds of $5.4 million upon closing and expects to receive an additional $0.6 million in the third quarter of 2017. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 Acquisitions Acquisition of First Wind On January 29, 2015 , the Company, through Terra LLC, acquired from First Wind Holdings, LLC (together with its subsidiaries, “First Wind”) operating renewable energy facilities that have a combined nameplate capacity of 521.1 MW, including 500.0 MW of wind power plants and 21.1 MW of solar generation facilities (the “First Wind Acquisition”). The operating renewable energy facilities the Company acquired are located in Maine, New York, Hawaii, Vermont and Massachusetts and are contracted under PPAs including energy hedge contracts. Certain of the renewable energy facilities also receive revenue from RECs. The cash purchase price for this acquisition was $811.6 million , net of cash acquired. During the year-ended December 31, 2015, the Company acquired an operating wind facility located in Texas and seven solar generation facilities located in Utah from SunEdison with a combined nameplate capacity of 222.6 MW. These facilities were initially acquired by SunEdison from First Wind on January 29, 2015. The purchase price paid by SunEdison to the third-party for these facilities was $168.4 million , net of cash acquired. The acquisitions were treated as transactions between entities under common control and as a result the acquisition accounting as of January 29, 2015 by SunEdison has been reflected in these consolidated financial statements. Acquisition of Northern Lights Solar Generation Facilities On June 30, 2015 , the Company acquired two utility-scale, ground mounted solar generation facilities ("Northern Lights") from Invenergy Solar LLC. The facilities are located in Ontario, Canada and have a combined nameplate capacity of 25.4 MW. The facilities are contracted under long-term PPAs with an investment grade utility with a credit rating of Aa2 as of the acquisition date. The purchase price for this acquisition was 125.4 million Canadian Dollars ("CAD") (equivalent of $101.1 million on the acquisition date), net of cash acquired, including the repayment of project-level debt and breakage fees for the termination of interest rate swaps. 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 of Integrys Solar Generation Facilities During the year ended December 31, 2015, the Company acquired 56 solar generation facilities with a combined nameplate capacity of 32.0 MW (net) from Integrys Group, Inc. ("Integrys") for a purchase price of $ 70.7 million , net of cash acquired, and $15.9 million of project-level debt assumed. The facilities are located in Arizona, California, Connecticut, Massachusetts, New Jersey and Pennsylvania. The facilities are contracted under long-term PPAs with commercial and municipal customers. Acquisition of Other Solar Generation Facilities During the year-ended December 31, 2015, the Company acquired two solar generation facilities from SunEdison with a combined nameplate capacity of 38.8 MW. These facilities were initially acquired by SunEdison through other unaffiliated third parties during the year-ended December 31, 2015. The purchase price paid by SunEdison to the third parties for these acquisitions was $18.9 million , net of cash acquired. The acquisitions were treated as transactions between entities under common control and as a result the acquisition accounting by SunEdison has been reflected in these consolidated financial statements. During the year ended December 31, 2015, the Company acquired 10 solar generation facilities with a combined nameplate capacity of 3.8 MW for a purchase price of $ 19.9 million , net of cash acquired. The facilities are located in Ontario, Canada. Acquisition Accounting for the 2015 Acquisitions The acquisition accounting for the First Wind, Northern Lights, Integrys and other solar generation facilities acquisitions was completed as of the fourth quarter of 2015, at which point the provisional fair values became final. The final amounts for these acquisitions are included in the table within the "Acquisition Accounting" section of this footnote below. The acquisition accounting for the Invenergy Wind acquisition was initially completed as of the second quarter of 2016, at which point the provisional fair values became final. However, during the fourth quarter of 2016, management identified immaterial errors in the final opening balance sheet. The errors resulted in an increase of $45.9 million to renewable energy facilities, a decrease of $37.0 million to intangible assets, an increase of $3.0 million to accounts payable, accrued expenses and other current liabilities, an increase of $5.0 million to other long-term liabilities, a decrease of $7.1 million to redeemable non-controlling interest and an increase of $8.0 million to non-controlling interest. The final amounts for this acquisition are included in the table directly below. The opening balance sheet errors, including the income statement impact, were corrected in the fourth quarter of 2016. The income statement impact resulted in an increase to depreciation expense and a net decrease to amortization expense. If the errors had been corrected in the second quarter of 2016, it would have resulted in a $0.4 million decrease in the net loss for the three and six months ended June 30, 2016 reported in the Form 10-Q for the second quarter of 2016 and a $0.4 million and $0.8 million decrease, respectively, in the net loss for the three and nine months ended September 30, 2016 reported in the Form 10-Q for the third quarter of 2016. Management performed an assessment of the balance sheet and income statement impact on its previously issued second and third quarter filings and determined it to be immaterial. Invenergy Wind 2015 Final (In thousands) As of June 30, 2016 Q4 2016 Corrections As of December 31, 2016 Renewable energy facilities $ 1,477,888 $ 45,903 $ 1,523,791 Accounts receivable 25,811 — 25,811 Intangible assets 748,300 (37,000 ) 711,300 Restricted cash 31,247 — 31,247 Derivative assets 32,311 — 32,311 Other assets 20,148 — 20,148 Total assets acquired 2,335,705 8,903 2,344,608 Accounts payable, accrued expenses and other current liabilities 23,195 3,041 26,236 Long-term debt, including current portion 531,221 — 531,221 Deferred income taxes 242 — 242 Asset retirement obligations 47,346 — 47,346 Other long-term liabilities 6,004 5,000 11,004 Total liabilities assumed 608,008 8,041 616,049 Redeemable non-controlling interest 140,635 (7,138 ) 133,497 Non-controlling interest 308,000 8,000 316,000 Purchase price, net of cash acquired $ 1,279,062 $ — $ 1,279,062 The final acquisition-date fair values of assets, liabilities and non-controlling interest pertaining to the Invenergy Wind acquisition as of December 31, 2016 reflect the following changes from the initial opening balance sheet as of December 31, 2015; an increase of $37.0 million to renewable energy facilities, a decrease of $37.0 million to intangible assets, an increase of $8.1 million to other assets, an increase of $3.0 million to accounts payable, accrued expenses and other current liabilities, an increase of $5.0 million to other long-term liabilities, a decrease of $7.9 million in redeemable non-controlling interest and an increase of $8.0 million to non-controlling interest. The provisional amounts as of December 31, 2015 are included within the " Acquisition Accounting " section of this footnote below. The operating revenues and net loss of the facilities acquired in 2015 reflected in the consolidated statements of operations for the year ended December 31, 2015 were $161.1 million and $8.8 million , respectively. 2014 Acquisitions During the year ended December 31, 2014, the Company acquired various facilities referred to as Mt. Signal, Stonehenge Operating Projects, Capital Dynamics and Hudson Energy, as well as various other renewable energy facilities. The acquisition accounting for these 2014 acquisitions was finalized during 2015. The final acquisition-date fair value amounts for these acquisitions as of December 31, 2015, as well as the provisional amounts as of December 31, 2014, are included in the tables within the "Acquisition Accounting" section of this footnote below. The operating revenues and net income of the facilities acquired in 2014 reflected in the consolidated statements of operations for the year ended December 31, 2014 were $60.8 million and $12.5 million , respectively. Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired. During 2015, the Company recorded $55.9 million of goodwill attributable to the acquisition of Capital Dynamics, which provided the Company with a distributed generation platform. The goodwill existed within the Company's Distributed Generation reporting unit within the solar reportable segment and is not deductible for federal income tax purposes. The Company performed its annual impairment test of the carrying value of its goodwill as of December 1, 2016, and concluded that the goodwill balance of $55.9 million was fully impaired (see Note 8. Goodwill for further discussion). Valuation of Non-controlling Interest First Wind The majority of the fair value of the non-controlling interest was determined using a market approach using a quoted price for the instrument. Upon the acquisition of the First Wind assets, the Company purchased a portion of the equity interest from the non-controlling interest holders of one of the joint venture investment funds. The quoted price for the purchase of a portion of the non-controlling interest is the best indicator of fair value and was supported by a discounted cash flow technique. The Company estimated the fair value of the remainder of the non-controlling interest balances using a discounted cash flow approach. Invenergy Wind The fair value of the non-controlling interest for Invenergy Wind was determined using a discounted cash flow approach. The non-controlling interest represents the fair value of 9.9% sponsor equity held by Invenergy Wind. Sun Edison 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 (the ‘‘Invenergy Wind Interest’’). Simultaneously, Terra LLC entered into a back to back option agreement with Sun Edison 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. The minimum put option price per the Option Agreements is $137.8 million in aggregate. As the put options represent redemption rights outside the control of the Company, this non-controlling interest was classified as redeemable non-controlling interest as of December 31, 2016 and 2015. The Company accretes this redeemable non-controlling interest, using the straight-line method, from the acquisition date fair value to the redemption value over the period through September 30, 2018. Accretion adjustments to the carrying value of this redeemable non-controlling interest are recorded against additional paid-in capital. As part of the Settlement Agreement (which was approved by the Bankruptcy Court), with certain limited exceptions, all agreements, including the Option Agreement between Terra LLC and Sun Edison LLC, will be rejected as of the effectiveness of the settlement, which will occur upon the consummation of the Merger, subject to satisfaction of conditions precedent, or an alternative transaction that is jointly supported by the Company and SunEdison or a Stand-Alone Conversion. If the Option Agreement is rejected under the Settlement Agreement, the Company would not expect to be obligated to perform on its Option Agreement. Acquisition Accounting The acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to business combinations as of December 31, 2015, were as follows: 2015 Preliminary 2015 Final 2014 Final (In thousands) Invenergy Wind First Wind Other First Wind 1 Northern Lights Integrys Other Mt. Signal Capital Dynamics Other Renewable energy facilities in service $ 1,486,746 $ 795,462 $ — $ 62,018 $ 69,935 $ 7,931 $ 649,570 $ 190,352 $ 256,912 Construction in progress — — 264,858 — — 28,878 — — — Accounts receivable 25,811 30,031 — 1,361 2,610 — 11,687 8,331 9,906 Intangible assets 748,300 123,600 — 39,000 28,966 12,454 119,767 74,236 120,624 Goodwill — — — — — — — 55,874 — Deferred income taxes — — — — — — — — — Restricted cash 31,247 7,240 60 — 827 — 22,165 15 14,720 Derivative assets 32,311 44,755 — — — — — — — Other assets 12,070 5,873 — 11 234 200 12,621 348 9,552 Total assets acquired 2,336,485 1,006,961 264,918 102,390 102,572 49,463 815,810 329,156 411,714 Accounts payable, accrued expenses and other current liabilities 23,195 9,854 442 440 409 1,854 22,725 1,478 3,016 Long-term debt, including current portion 531,221 47,400 72,881 — 15,882 — 413,464 — 136,156 Deferred income taxes 242 — — — — — — 25,129 927 Asset retirement obligations 47,346 19,890 — 818 5,730 509 4,656 13,073 17,374 Other long-term liabilities 6,004 18,562 23,237 — 5,786 — — 12,100 5,242 Total liabilities assumed 608,008 95,706 96,560 1,258 27,807 2,363 440,845 51,780 162,715 Redeemable non-controlling interest 141,415 3,076 — — — 8,298 — 20,194 2,250 Non-controlling interest 308,000 96,624 — — 4,045 — 83,310 — 2,000 Purchase price, net of cash acquired $ 1,279,062 $ 811,555 $ 168,358 $ 101,132 $ 70,720 $ 38,802 $ 291,655 $ 257,182 $ 244,749 ———— (1) Represents renewable energy facilities with a combined nameplate capacity of 222.6 MW acquired from SunEdison during the year ended December 31, 2015. These facilities were acquired by SunEdison from First Wind on January 29, 2015. As noted above, the acquisition accounting for the business combinations that occurred during 2014 was not finalized until 2015. The estimated acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to these business combinations as of December 31, 2014, were as follows: Capital Other (In thousands) Dynamics Mt. Signal Acquisitions Renewable energy facilities in service $ 200,712 $ 649,005 $ 245,828 Accounts receivable 4,511 11,617 11,251 Intangible assets 83,114 117,925 140,248 Deferred income taxes 22,129 — — Restricted cash 15 22,165 14,688 Other assets 687 12,621 4,987 Total assets acquired 311,168 813,333 417,002 Accounts payable, accrued expenses and other current liabilities 5,925 24,813 7,410 Long-term debt, including current portion — 413,464 137,472 Deferred income taxes 25,191 — 892 Asset retirement obligations 6,749 4,656 18,058 Total liabilities assumed 37,865 442,933 163,832 Redeemable non-controlling interest 16,600 — 7,738 Non-controlling interest — 78,745 2,175 Purchase price, net of cash acquired $ 256,703 $ 291,655 $ 243,257 The acquired renewable energy facilities' non-financial assets and other long-term liabilities primarily 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 14 . Fair Value of Financial Instruments ). The estimated fair values were determined based on an income approach. Refer below for additional disclosures related to the acquired intangibles. 2015 Acquisitions - Intangibles at Acquisition Date The following table summarizes the final fair value and weighted average amortization period of acquired intangible assets and liabilities as of the acquisition date for transactions closed during 2015. The acquisition accounting was finalized during 2015 for all 2015 acquisitions, with the exception of Invenergy Wind, which was finalized in 2016. The final intangibles fair value reflects the following changes from the initial opening balance sheet for Invenergy; a decrease of $2.7 million to favorable rate revenue contracts, a decrease of $34.3 million to the in-place value of market rate revenue contracts and an increase of $5.0 million to unfavorable rate O&M contracts. Fair Value (In thousands) Invenergy First Northern Integrys Other Intangible assets Favorable rate revenue contracts $ 547,300 $ 3,900 $ 39,000 $ 21,168 $ 12,454 In-place value of market rate revenue contracts 164,000 103,900 — 7,798 — Favorable rate land leases — 15,800 — — — Intangible liabilities Unfavorable rate revenue contracts — 17,200 — 5,786 — Unfavorable rate O&M contracts 5,000 — — — — Unfavorable rate land lease — 1,000 — — — Weighted Average Amortization Period 1 (In years) Invenergy First Northern Integrys Other Intangible assets Favorable rate revenue contracts 17 3 18 12 20 In-place value of market rate revenue contracts 22 18 — 22 — Favorable rate land leases — 20 — — — Intangible liabilities Unfavorable rate revenue contracts — 6 — 19 — Unfavorable rate O&M contracts 4 — — — — Unfavorable rate land lease — 18 — — — ———— (1) For purposes of this disclosure, the weighted average amortization period is determined based on a weighting of the individual intangible fair values against the total fair value for each major intangible asset and liability class. 2014 Acquisitions - Intangibles at Acquisition Date The following table summarizes the fair value and weighted average amortization period of acquired intangible assets and liabilities as of the acquisition date for transactions closed during 2014. The fair values in the table below reflect the final acquisition accounting balances. The preliminary acquisition accounting as of December 31, 2014 reflected all intangible values as favorable rate revenue contracts with the exception of Mt. Signal, which was valued as an in-place market rate revenue contract. Fair Value (In thousands) Mt. Signal Capital Other Intangible assets Favorable rate revenue contracts $ — $ 26,000 $ 70,179 In-place value of market rate revenue contracts 119,767 48,236 50,445 Intangible liabilities Unfavorable rate revenue contracts — 12,100 — Weighted Average Amortization Period 1 (In years) Mt. Signal Capital Other Intangible assets Favorable rate revenue contracts — 18 19 In-place value of market rate revenue contracts 25 23 15 Intangible liabilities Unfavorable rate revenue contracts — 7 — ———— (1) For purposes of this disclosure, the weighted average amortization period is determined based on a weighting of the individual intangible fair values against the total fair value for each major intangible asset and liability class. Unaudited Pro Forma Supplementary Data The unaudited pro forma supplementary data presented in the table below gives effect to the significant 2015 acquisitions, Invenergy Wind, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2014. Additionally, the table below gives effect to the significant 2014 acquisitions, Capital Dynamics and Mt. Signal, as if these transactions had occurred on January 1, 2013. 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 date. Year Ended December 31, (In thousands, unaudited) 2015 2014 Total operating revenues, net $ 605,441 $ 427,098 Net loss (128,588 ) (102,010 ) Acquisition costs incurred by the Company related to third party acquisitions were $2.7 million , $55.8 million and $15.2 million for the years ended December 31, 2016 , 2015 and 2014, respectively. These costs are reflected as acquisition and related costs and acquisition and related costs - affiliate in the consolidated statements of operations and are excluded from the respective unaudited pro forma net loss amounts disclosed above. |
Renewable Energy Facilities
Renewable Energy Facilities | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Renewable Energy Facilities | RENEWABLE ENERGY FACILITIES Renewable energy facilities, net consists of the following: (In thousands) December 31, 2016 December 31, 2015 Renewable energy facilities in service, at cost $ 5,354,883 $ 5,906,154 Less accumulated depreciation - renewable energy facilities (364,756 ) (187,874 ) Renewable energy facilities in service, net 4,990,127 5,718,280 Construction in progress - renewable energy facilities 3,124 115,954 Total renewable energy facilities, net $ 4,993,251 $ 5,834,234 Depreciation expense related to renewable energy facilities was $209.2 million , $135.7 million and $37.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Construction in progress represents costs incurred to complete the construction of the facilities in the Company's current 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 3. Transactions Between Entities Under Common Control) . All construction in progress costs are stated at SunEdison's historical cost. These costs include capitalized interest costs and amortization of deferred financing costs incurred during the asset's construction period, which totaled $1.6 million , $22.7 million and $37.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , the Company reclassified $548.7 million from renewable energy facilities, net to non-current assets held for sale in the consolidated balance sheet (see Note 4 . Assets Held for Sale ). There was no amount classified as assets held for sale as of December 31, 2015 . |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS Activity in asset retirement obligations for the years ended December 31, 2016 , 2015 and 2014 was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Balance as of the beginning of the year $ 215,146 $ 78,175 $ 13,005 Additional obligations from renewable energy facilities achieving commercial 2,132 52,181 34,414 Revisions in estimates for current obligations 1 (7,920 ) — — Adjustment related to change in accretion period 2 (22,204 ) — — Assumed through acquisition 136 74,293 29,450 Acquisition accounting adjustments related to prior year acquisitions — 5,640 — Accretion expense 8,992 7,209 2,109 Reclassification to non-current liabilities related to assets held for sale (39,850 ) — — Currency translation adjustment (7,857 ) (2,352 ) (803 ) Balance as of the end of the year $ 148,575 $ 215,146 $ 78,175 ———— (1) As discussed in Note 2. Summary of Significant Accounting Policies , effective December 31, 2016, the Company revised its original estimates of the costs and related amount of cash flows for certain of its asset retirement obligations. (2) As discussed in Note 2. Summary of Significant Accounting Policies , the Company revised the accretion period for its asset retirement obligations from the term of the related PPA agreement to the remaining useful life of the corresponding renewable energy facility, consistent with the period over which depreciation expense is recorded on the corresponding asset retirement cost recognized within renewable energy facilities and with its estimate of the future timing of settlement. The Company did not have any assets that were legally restricted for the purpose of settling the Company's asset retirement obligations as of December 31, 2016 , 2015 and 2014 . |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are presented in the table below: Distributed Generation reporting unit Year Ended December 31, (In thousands) 2016 2015 Balance as of the beginning of the year $ 55,874 $ — Goodwill acquired — 55,874 Impairment (55,874 ) — Balance as of the end of the year $ — $ 55,874 The Company performed its annual impairment test of the carrying value of its goodwill as of December 1, 2016 and concluded that the goodwill balance of $55.9 million was fully impaired. The impairment was driven by a combination of factors, including lack of near-term growth in the operating segment. The impairment test determined there was no implied value of goodwill, which resulted in an impairment charge of $55.9 million as reflected in goodwill impairment within the consolidated statement of operations for the year ended December 31, 2016. The Company used an income approach methodology of valuation, which used the discounted cash flow method based on forecasted cash flows of the distributed generation reporting unit. The market approach was considered but not used due to the lack of direct similarities with comparable companies in the market. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES The Company consolidates 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 years ended December 31, 2016 and 2015 . The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Company's consolidated balance sheets are as follows: (In thousands) December 31, 2016 December 31, 2015 Current assets $ 191,244 $ 180,287 Non-current assets 4,351,635 4,584,886 Total assets $ 4,542,879 $ 4,765,173 Current liabilities $ 638,452 $ 1,043,892 Non-current liabilities 514,464 202,629 Total liabilities $ 1,152,916 $ 1,246,521 The amounts shown in the table above exclude intercompany balances that 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. |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES The following table presents the gross carrying amount, accumulated amortization and net book value of intangibles as of December 31, 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 $ 714,758 $ (57,634 ) $ 657,124 In-place value of market rate revenue contracts 20 years 518,003 (47,284 ) 470,719 Favorable rate land leases 18 years 15,800 (1,531 ) 14,269 Total intangible assets, net $ 1,248,561 $ (106,449 ) $ 1,142,112 Unfavorable rate revenue contracts 7 years $ 35,086 $ (10,541 ) $ 24,545 Unfavorable rate O&M contracts 3 years 5,000 (1,302 ) 3,698 Unfavorable rate land lease 16 years 1,000 (107 ) 893 Total intangible liabilities, net $ 41,086 $ (11,950 ) $ 29,136 The following table presents the gross carrying amount, accumulated amortization and net book value 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 (see Note 5 . 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, unfavorable rate O&M contracts and an unfavorable rate land lease, which are classified within other long-term liabilities in the 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 December 31, 2016 . Amortization expense related to favorable rate revenue contracts is reflected in the consolidated statements of operations as a reduction of operating revenues, net. Amortization related to unfavorable rate revenue contracts is reflected in the consolidated statements of operations as an increase to operating revenues, net. During the years ended December 31, 2016 , 2015 and 2014 , net amortization expense related to favorable and unfavorable rate revenue contracts resulted in a reduction of operating revenues, net of $40.2 million , $5.3 million and $4.2 million , respectively. Amortization expense related to the in-place value of market rate revenue contracts is reflected in the consolidated statements of operations within depreciation, accretion and amortization expense. During the years ended December 31, 2016 , 2015 and 2014 , amortization expense related to the in-place value of market rate revenue contracts was $25.2 million , $18.4 million and $2.0 million , respectively. Amortization expense related to favorable rate land leases is reflected in the consolidated statements of operations within cost of operations. Amortization related to the unfavorable rate land lease and unfavorable rate O&M contracts is reflected in the consolidated statements of operations as a reduction of cost of operations. During the years ended December 31, 2016 and 2015 , net amortization related to favorable and unfavorable rate land leases and unfavorable rate O&M contracts resulted in a $0.6 million reduction of cost of operations and $0.7 million increase to cost of operations, respectively. There was no amortization expense related to favorable and unfavorable rate land leases and unfavorable rate O&M contracts during the year ended December 31, 2014 . Over the next five fiscal years, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2017 2018 2019 2020 2021 Favorable rate revenue contracts $ 44,880 $ 43,932 $ 43,846 $ 43,846 $ 42,147 Unfavorable rate revenue contracts (5,490 ) (4,956 ) (4,845 ) (2,620 ) (1,379 ) Total net amortization expense recorded to operating revenues, net $ 39,390 $ 38,976 $ 39,001 $ 41,226 $ 40,768 In-place value of market rate revenue contracts $ 25,366 $ 25,366 $ 25,366 $ 25,366 $ 25,366 Total amortization expense recorded to depreciation, accretion and amortization expense $ 25,366 $ 25,366 $ 25,366 $ 25,366 $ 25,366 Favorable rate land leases $ 799 $ 799 $ 799 $ 799 $ 799 Unfavorable rate O&M contracts (1,250 ) (1,250 ) (1,198 ) — — Unfavorable rate land lease (56 ) (56 ) (56 ) (56 ) (56 ) Total net amortization recorded to cost of operations $ (507 ) $ (507 ) $ (455 ) $ 743 $ 743 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | LONG-TERM DEBT Long-term debt consists of the following: (In thousands, except rates) December 31, 2016 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 Senior notes Senior Notes due 2025 300,000 300,000 Fixed 6.63 Senior notes Revolver 552,000 655,000 Variable 3.92 Revolving loan Non-recourse long-term debt 3 : Permanent financing 2,078,009 2,546,864 Blended 4 5.96 5 Term debt / Senior notes Construction financing — 38,063 Variable N/A Construction debt Financing lease obligations 123,930 136,594 Imputed 5.63 5 Financing lease obligations Total principal due for long-term debt and financing lease obligations 4,003,939 4,626,521 5.82 5 Unamortized discount, net (13,620 ) (20,821 ) Deferred financing costs, net 6 (39,405 ) (43,051 ) Less current portion of long-term debt and financing lease obligations 7 (2,212,968 ) (2,037,919 ) Long-term debt and financing lease obligations, less current portion 8 $ 1,737,946 $ 2,524,730 ——— (1) As of December 31, 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) 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. (4) Includes variable rate debt and fixed rate debt. As of December 31, 2016 , 52% of this balance had a variable interest rate and the remaining 48% 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 13 . Derivatives ). (5) Represents the weighted average interest rate as of December 31, 2016 . (6) 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 2. Summary of Significant Accounting Policies . (7) As of December 31, 2016 , the Company reclassified $14.7 million from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale in the consolidated balance sheet (see Note 4 . Assets Held for Sale ), which represents non-recourse debt for the U.K. Portfolio and portfolio of residential rooftop solar assets held for sale as of December 31, 2016. (8) As of December 31, 2016, the Company reclassified $353.9 million from long-term debt and financing lease obligations, less current portion to non-current liabilities related to assets held for sale in the consolidated balance sheet (see Note 4 . Assets Held for Sale ), which represents non-recourse debt for the U.K. Portfolio and portfolio of residential rooftop solar assets held for sale as of December 31, 2016. Corporate-level Long-term Debt Bridge Credit Facility On March 28, 2014, the Company entered into a credit and guaranty agreement with Goldman Sachs Bank USA as administrative agent and the lenders party thereto, which originally provided for a senior secured term loan facility in an aggregate principal amount of $250.0 million (the "Bridge Credit Facility"). The Bridge Credit Facility was amended on May 15, 2014 to increase the aggregate principal amount of the facility to $400.0 million (the "Amended Bridge Credit Facility"). The Amended Bridge Credit Facility was repaid following the closing of the IPO on July 23, 2014. Term Loan In connection with the closing of the IPO on July 23, 2014, Terra Operating LLC entered into a term loan facility (the "Term Loan"). The Term Loan initially provided for up to a $300.0 million senior secured term loan, which was used to repay a portion of the outstanding borrowings under the Amended Bridge Credit Facility. On December 18, 2014, the Company obtained additional financing by increasing the Term Loan by $275.0 million to a total of $575.0 million . On January 28, 2015 , the Company repaid the remaining outstanding principal balance on the Term Loan of $573.5 million . The Company recognized a $12.0 million loss on extinguishment of debt during the year ended December 31, 2015 as a result of this repayment. Revolving Credit Facilities In connection with the closing of the IPO on July 23, 2014, Terra Operating LLC entered into a senior secured revolving credit facility that initially provided for up to $140.0 million , which was increased by $75.0 million to a total of $215.0 million on December 18, 2014. As of December 31, 2014, no amounts had been drawn on the facility. On January 28, 2015 , Terra Operating LLC replaced its existing revolver with a new $550.0 million revolving credit facility (the "Revolver"). The Revolver consisted of a revolving credit facility of at least $550.0 million available for revolving loans and letters of credit. The Company recognized a $1.3 million loss on extinguishment of debt during the year ended December 31, 2015 as a result of the revolver exchange. On May 1, 2015 and August 11, 2015 , Terra Operating LLC exercised its option to increase its borrowing capacity under the Revolver by $100.0 million and $75.0 million , respectively. As a result of these transactions, the Company had a total borrowing capacity of $725.0 million under the Revolver as of December 31, 2015. There were $655.0 million of revolving loans outstanding under the Revolver as of December 31, 2015. The Revolver matures on January 28, 2020 . Each of Terra Operating LLC's existing and subsequently acquired or organized domestic restricted subsidiaries (excluding most non-recourse subsidiaries) and Terra LLC are or will become guarantors under the Revolver. On December 9, 2015 , Terra Operating LLC entered into a third amendment to its credit and guaranty agreement which amended the Leverage Ratio (as defined therein) from 5:00 :1:00 (subject to certain increases if certain acquisitions are consummated), to as follows: • 6:00 :1:00 for any fiscal quarter occurring after September 30, 2015, but ending on or before December 31, 2016; • 5.75 :1:00 for any fiscal quarter occurring after December 31, 2016, but ending on or before December 31, 2017; and • 5:00 :1:00 for any fiscal quarter ending after December 31, 2017 (subject to certain increases if certain acquisitions are consummated). At Terra Operating LLC’s option, all outstanding amounts under the Revolver initially bore interest at a rate per annum equal to either (i) a base rate plus a margin of 1.50% , or (ii) a reserve adjusted Eurodollar rate plus a margin of 2.50% . Beginning July 1, 2015 (and prior to the sixth and eighth amendment discussed below), the base rate margin ranges between 1.25% and 1.75% and the Eurodollar rate margin ranges between 2.25% and 2.75% , as determined by reference to a leverage-based grid. The Revolver provides for voluntary prepayments, in whole or in part, subject to notice periods, and requires Terra Operating LLC to prepay outstanding borrowings in an amount equal to 100% of the net cash proceeds received by Terra LLC or its restricted subsidiaries from the incurrence of indebtedness not permitted by the Revolver by Terra Operating LLC or its restricted subsidiaries. The Revolver, each guaranty and any interest rate, currency hedging or hedging of REC obligations of Terra Operating LLC or any guarantor owed to the administrative agent, any arranger or any lender under the Revolver is secured by first priority security interests in (i) all of Terra Operating LLC's and each guarantor’s assets, (ii) 100% of the capital stock of Terra Operating LLC and each of its domestic restricted subsidiaries and 65% of the capital stock of each of Terra Operating LLC’s foreign restricted subsidiaries, and (iii) all intercompany debt. Although the Revolver collateral generally excludes the capital stock and assets of non-recourse subsidiaries, in connection with the seventh amendment to the Revolver (as discussed below), the Company agreed to cause certain project-level subsidiaries to guarantee the obligations under the Revolver and to provide certain collateral to the lenders and other secured parties under the Revolver, in each case, to the extent such subsidiaries are permitted to do so under any applicable project-level financing or debt agreements or other project-level agreements. These guarantees and the collateral will be automatically released to the extent such subsidiaries incur any project-level financings that would not permit such guarantees or collateral and that are otherwise permitted under the Revolver. 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 Indenture, dated January 28, 2015, with respect to its senior notes due 2023 (the "2023 Indenture") and (b) March 30, 2017. As described below, Terra Operating LLC obtained a waiver extending 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. In addition to granting the additional collateral described above, the seventh amendment also amended the conditions under which Terra LLC and Terra Operating LLC are permitted to make distributions in respect of their equity, including by adding a requirement that Terra LLC and Terra Operating LLC satisfy a minimum Total Liquidity (as defined therein) at the time of making any such distribution. Although TerraForm Power is not a party to, or guarantor of Terra Operating LLC's obligations under, the Revolver, these conditions will also effectively apply to the payment of dividends by TerraForm Power on its Class A common stock. 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 below. 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 ninth amendment modified the definition of Total Liquidity in the Revolver to include voluntary or mandatory permanent reductions in Revolving Commitments in the calculation of Total Liquidity. The consent agreement also 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. Further, in conjunction with this consent and as a result of the Company's election in February of 2017 to increase the principal amount of the credit facility described in the " Canada project-level financing " section below, Terra Operating LLC repaid an additional $5.0 million of Revolver indebtedness on March 6, 2017 and permanently reduced the revolving commitments and borrowing capacity 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. This amount was classified as current within the consolidated balance sheet as of December 31, 2015. 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. As a result of the Revolver amendments and prepayments described above, the Company had a total borrowing capacity of $625.0 million under the Revolver as of December 31, 2016 and $552.0 million of revolving loans were outstanding. The Company recognized a $1.1 million loss on extinguishment of debt during the year ended December 31, 2016 as a result of the reduction in borrowing capacity for the Revolver and corresponding write-off of a portion of the unamortized deferred financing costs due to the amendments and prepayments described above. On April 5, 2017, Terra Operating LLC entered into a tenth amendment 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 2016 and its financial plan for fiscal year 2017 would be extended to April 28, 2017. On April 26, 2017, the Company entered into an eleventh amendment to the terms of the Revolver, which further extended the due date for delivery of its 2016 annual financial statements and accompanying audit report to the earlier of (a) July 15, 2017 and (b) the tenth business day prior to the date on which the failure to deliver such financial statements would constitute an event of default under the 2023 Indenture. As discussed below, an event of default would not have occurred under the 2023 Indenture until July 31, 2017. This Form 10-K for the year ended December 31, 2016 was filed within the 10 -business day cure period that commenced on July 15, 2017, and consequently no event of default occurred under the Revolver with respect to this filing. The amendment also extended the due date for delivery to the Administrative Agent and other parties to the Revolver for the Company's financial statements and accompanying information with respect to the fiscal quarter ended March 31, 2017 to July 31, 2017 and with respect to the fiscal quarters ending June 30, 2017 and September 30, 2017 to the date that is 75 days after the end of each such fiscal quarter, with a 10 -business day cure period for each quarterly deliverable. The eleventh amendment amends the Debt Service Coverage Ratio applicable to the fourth quarter of 2016, and first, second and third quarters of 2017 from 1.75 :1.00 to 1.50 :1.00. The amendment also amends the Leverage Ratio applicable to the fourth quarter of 2016 from 6.00 :1.00 to 6.50 :1.00 and applicable to the first, second and third quarters of 2017 from 5.75 :1.00 to 6.50 :1.00. In addition, the amendment amends the definitions of Debt Service Coverage Ratio and Leverage Ratio to provide for, in each case, certain pro forma treatment of the repayment or refinancing of Non-Recourse Project Indebtedness (as defined therein) net of any new Non-Recourse Project Indebtedness incurred in connection with any such refinancing. Per the terms of the eleventh amendment, Terra Operating LLC agreed to prepay $50.0 million of revolving loans outstanding under the Revolver and permanently reduce the revolving commitments and borrowing capacity by such amount. This amount was repaid on May 3, 2017. Senior Notes due 2023 and Senior Notes due 2025 On January 28, 2015 , Terra Operating LLC issued $800.0 million of 5.875% senior notes due 2023 at an offering price of 99.214% of the principal amount. Terra Operating LLC used the net proceeds from the offering to fund a portion of the purchase price payable in the First Wind Acquisition. On June 11, 2015 , Terra Operating LLC issued an additional $150.0 million of 5.875% senior notes due 2023 (collectively, with the $800.0 million initially issued, the "Senior Notes due 2023"). The offering price of the additional $150.0 million of notes was 101.5% of the principal amount, and Terra Operating LLC used the net proceeds from the offering to repay existing borrowings under the Revolver. The Senior Notes due 2023 are senior obligations of Terra Operating LLC and are guaranteed by Terra LLC and each of Terra Operating LLC's existing and future subsidiaries that guarantee its senior secured credit facility, subject to certain exceptions. On July 17, 2015 , Terra Operating LLC issued $300.0 million of 6.125% senior notes due 2025 at an offering price of 100% of the principal amount (the "Senior Notes due 2025"). Terra Operating LLC used the net proceeds from the offering to fund a portion of the purchase price of the acquisition of the wind power plants from Invenergy Wind. The Senior Notes due 2025 are senior obligations of Terra Operating LLC and are guaranteed by Terra LLC and each of Terra Operating LLC's existing and future subsidiaries that guarantee its senior secured credit facility, subject to certain exceptions. 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 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 was 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 rates payable 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 the Form 10-Q for the third quarter of 2016. However, the 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. On May 2, 2017, Terra Operating LLC received a notice from the trustee of an event of default for failure to deliver 2016 audited annual financial statements and thus had until July 31, 2017 to deliver its 2016 audited financial statements before an event of default would occur under the 2023 Indenture and the 2025 Indenture. However, this Form 10-K for the year ended December 31, 2016 was filed with the SEC within the grace period for delivery, and consequently no event of default occurred with respect to this filing. On July 11, 2017, Terra Operating LLC received a notice from the trustee of an event of default for failure to comply with its obligation to timely furnish the Company's Form 10-Q for the first quarter of 2017. However, an event of default will not occur under the 2023 Indenture and the 2025 Indenture with respect to the Form 10-Q for the first quarter of 2017 unless such Form 10-Q is not filed within the 90 -day grace period that commenced on July 11, 2017. Invenergy Bridge Facility On July 1, 2015 , the Company obtained commitments for a senior unsecured bridge facility to provide the Company with up to $1.16 billion to fund the acquisition of the wind power plants from Invenergy Wind. On July 17, 2015 , the Company terminated $300.0 million of the bridge facility commitment upon the issuance of the Company's Senior Notes due 2025. This bridge facility commitment was amended and restated on December 4, 2015 to replace the previously committed bridge facility with a commitment to fund a $500.0 million non-recourse portfolio term loan. Amortization of deferred financing costs recorded as interest expense related to this bridge facility commitment was $9.4 million during the year ended December 31, 2015. Non-recourse Long-term Debt Indirect subsidiaries of the Company 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 TerraForm Power, Terra LLC, Terra Operating LLC and the guarantors under the Revolver, the Senior Notes due 2023 and Senior Notes due 2025. United Kingdom Debt Refinancing On November 6, 2015 , the Company entered into definitive agreements to refinance 178.6 million British Pounds ("GBP") (equivalent of $270.8 million on the closing date) of existing non-recourse indebtedness by entering into a new GBP 313.5 million (equivalent of $475.2 million on the closing date) facility. The new facility had a maturity date in 2022 and was comprised of Tranche A for GBP 87.0 million (equivalent of $131.9 million ) which was fully amortizing over the seven -year term, and Tranche B for GBP 226.5 million (equivalent of $343.3 million ), which was payable at maturity. This new facility bore interest at a rate per annum equal to LIBOR plus an applicable margin of 2.10% for Tranche A and 2.35% for Tranche B. The facility was secured by all of the Company's solar generation facilities located in the U.K. except for the Norrington facility and was non-recourse to Terra LLC and Terra Operating LLC. The Company recognized a loss on extinguishment of debt of $7.5 million during the year ended December 31, 2015 as a result of this refinancing. As discussed in Note 4 . Assets Held for Sale , Terra Operating LLC closed on its sale of the U.K. Portfolio on May 11, 2017 to Vortex Solar UK Limited, which resulted in the reduction of this indebtedness. Non-recourse Portfolio Term Loan On December 4, 2015 , a wholly owned subsidiary of the Company entered into a $500.0 million non-recourse portfolio term loan commitment (the "Midco Portfolio Term Loan"). The term loan was funded on December 15, 2015 and a majority of the proceeds were used to acquire wind power plants from Invenergy Wind. The term loan is secured by pledges of indirect equity interests in approximately 1,104.3 MW of the Company's renewable energy facilities, consisting of assets acquired from Invenergy Wind and certain other renewable energy facilities acquired from SunEdison, and matures on January 15, 2019 , to the extent the Company exercises its extension options. The Company exercised the first two extension options in January and July of 2017, respectively. Interest under the term loan accrues at a rate equal to an adjusted Eurodollar rate plus 5.5% , subject to a 1.0% LIBOR floor (or base rate plus 4.5% ). Borrowings under the loan agreement are prepayable at the Company’s option at par. In June of 2017, the Company agreed to make a $100.0 million prepayment for this loan in connection with obtaining (i) a waiver to extend the 2016 audited project financial statement deadline under the loan agreement and (ii) a waiver of the change of control default that would arise under this loan agreement as a result of the Merger until, in the case of the change of control waiver, the date that is the earlier of three months following the closing of the Merger and March 31, 2018. This prepayment was made using a portion of the proceeds the Company received from the sale of the U.K. Portfolio as discussed in Note 4 . Assets Held for Sale . The Company is filing this loan agreement as an Exhibit to this Form 10-K as a result of an agreement with a lender to this loan agreement. 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 CAD $120.0 million (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 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 are also expected to be used for general corporate purposes. On February 28, 2017, the Company increased the principal amount of the credit facility by an additional CAD $113.9 million (including an additional CAD $6.7 million letter of credit), increasing the total facility to CAD $233.9 million . The proceeds of this additional financing are expected to be used for general corporate purposes and were used to pay down an additional $5.0 million on the Revolver as described above. Non-recourse Debt Defaults A SunEdison Debtor 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. During the course of 2016 and to date in 2017, the Company obtained waivers or temporary forbearances with respect to most of these defaults and has transitioned, or is working to transition, the project-level services provided by SunEdison Debtors to third parties or in-house to a Company affiliate; however, certain of these defaults persist. Moreover, the Company has experienced, or expects to experience, additional defaults under most of the same non-recourse financing agreements in 2017 as the result of the failure to timely complete Company or project-level audits. The Company is working to complete these audits and seeking to cure or obtain waivers of such default. For certain of these defaults, the corresponding contractual grace periods already expired as of the respective financial statement issuance date or the Company could not assert that it was probable that the violation would 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The income tax provision consisted of the following: (In thousands) Current Deferred Total Year ended December 31, 2016 U.S. federal $ 66 $ (103 ) $ (37 ) State and local 53 (1,109 ) (1,056 ) Foreign — 1,587 1,587 Total expense $ 119 $ 375 $ 494 Tax expense in equity — 406 406 Total $ 119 $ 781 $ 900 Year ended December 31, 2015 U.S. federal $ 98 $ (12,507 ) $ (12,409 ) State and local — (1,182 ) (1,182 ) Foreign 158 192 350 Total expense (benefit) $ 256 $ (13,497 ) $ (13,241 ) Tax expense in equity — 14,627 14,627 Total $ 256 $ 1,130 $ 1,386 Year ended December 31, 2014 U.S. federal $ 84 $ (3,554 ) $ (3,470 ) State and local — (213 ) (213 ) Foreign — (1,006 ) (1,006 ) Total expense (benefit) $ 84 $ (4,773 ) $ (4,689 ) Tax benefit in equity — (3,616 ) (3,616 ) Total $ 84 $ (8,389 ) $ (8,305 ) Effective Tax Rate The income tax provision differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to loss before income taxes, as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % Increase (reduction) in income taxes: State income taxes, net of U.S. federal benefit (5.9 )% 1.0 % 1.0 % Foreign operations (1.5 )% 9.9 % 1.4 % Non-controlling interest (15.9 )% (20.6 )% (15.8 )% Goodwill impairment (6.2 )% — % — % Stock-based compensation — % (2.2 )% (2.2 )% Change in valuation allowance (4.7 )% (17.7 )% (8.8 )% Other (1.0 )% 0.6 % (5.2 )% Effective tax benefit rate (0.2 )% 6.0 % 5.4 % As of December 31, 2016 , TerraForm Power owns 65.7% of Terra LLC and consolidates the results of Terra LLC through its controlling interest. The Company records SunEdison's 34.3% 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 65.7% of Terra LLC's taxable income and SunEdison records income tax on its 34.3% share of Terra LLC's taxable income. For the year ended December 31, 2016, the overall effective tax rate was different than the statutory rate of 35% primarily due to loss allocated to the recording of a valuation allowance on certain tax benefits attributed to the Company, loss allocated to non-controlling interests, the impairment of goodwill at Capital Dynamics and the effect of state taxes. For the year ended December 31, 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, loss allocated to non-controlling interests and due to the application of the intraperiod allocation rules, resulting in a significant tax provision recorded in other comprehensive income. For the year ended December 31, 2014, the tax benefits for losses realized prior to the IPO were recognized primarily because of existing deferred tax liabilities. As of December 31, 2016 and 2015, most jurisdictions were 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. The tax effects of the major items recorded as deferred tax assets and liabilities were as follows: As of December 31, (In thousands) 2016 2015 Deferred tax assets: Net operating losses and tax credit carryforwards $ 463,940 $ 217,834 Investment in partnership — 123,253 Deferred revenue 743 743 Renewable energy facilities — 11,667 Other 5,445 — Total deferred tax assets 470,128 353,497 Valuation allowance (419,875 ) (333,858 ) Net deferred tax assets 50,253 19,639 Deferred tax liabilities: Investment in partnership 73,629 45,269 Renewable energy facilities 4,347 — Other — 1,000 Total deferred tax liabilities 77,976 46,269 Net deferred tax liabilities $ 27,723 $ 26,630 The underlying renewable energy facilities are controlled under Terra LLC, and thus deferred tax assets and liabilities at the Company's portfolio companies are captured within the deferred tax asset for investment in partnership. The Company has gross net operating loss carryforwards of $990.6 million in the U.S. that will expire beginning in 2031 and gross net operating loss carryforwards of $214.1 million in foreign jurisdictions that will expire beginning in 2032. The Company believes that it is more likely than not that it will not generate sufficient taxable income to realize the deferred tax assets associated with its net operating losses and tax credit carryforwards and has recorded a valuation allowance against its deferred tax assets, with the exception of $69.2 million of net operating losses at its Canadian operations. The Company is currently performing an analysis of limitations on the use of net operating losses under Section 382. The results of this analysis could impact the Company's ability to use net operating losses in future periods or could reduce the net operating losses available. As of December 31, 2016 and 2015, the Company had not identified any uncertain tax positions for which a liability was required. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 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 December 31, 2016 Prepaid expenses and other current assets $ 1,150 $ 3,664 $ — $ 953 $ 12,028 $ 17,795 $ — $ 17,795 Other assets 411 62,474 — 460 25,167 88,512 — 88,512 Total assets $ 1,561 $ 66,138 $ — $ 1,413 $ 37,195 $ 106,307 $ — $ 106,307 Accounts payable, accrued expenses and other current liabilities $ 10,689 $ — $ 814 $ — $ — $ 11,503 $ — $ 11,503 Liabilities related to assets held for sale — — 4,041 — — 4,041 — 4,041 Other long-term liabilities 47 — — — — 47 — 47 Non-current liabilities related to assets held for sale — — 16,786 — — 16,786 — 16,786 Total liabilities $ 10,736 $ — $ 21,641 $ — $ — $ 32,377 $ — $ 32,377 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, accrued expenses 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 December 31, 2016 and 2015 , notional amounts for derivative instruments consisted of the following: Notional Amount as of (In thousands) December 31, 2016 December 31, 2015 Derivatives designated as hedges: Interest rate swaps (USD) 433,874 468,067 Interest rate swaps (CAD) 84,713 — Interest rate swaps (GBP) — 222,018 Commodity contracts (MWhs) 16,988 18,401 Derivatives not designated as hedges: Interest rate swaps (USD) 14,681 15,794 Interest rate swaps (GBP) 222,018 — Foreign currency contracts (GBP) — 112,168 Foreign currency contracts (CAD) 25,075 40,566 Commodity contracts (MWhs) 1,407 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 December 31, 2016 as each of the commodity contracts were in a gain position. Gains and losses on derivatives not designated as hedges for the years ended December 31, 2016 , 2015 and 2014 consisted of the following: Location of Loss (Gain) in the Statements of Operations Year Ended December 31, (In thousands) 2016 2015 2014 Interest rate swaps Interest expense, net $ 26,280 $ 345 $ 1,279 Foreign currency contracts Loss on foreign currency exchange, net (1,325 ) (3,600 ) (1,126 ) Commodity contracts Operating revenues, net (10,890 ) (10,178 ) — 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 consolidated statement of operations during the year ended December 31, 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 net unrealized losses of $7.3 million pertaining to these interest rate swaps during the year ended December 31, 2016 that are also reported in interest expense, net in the consolidated statement of operations. Gains and losses recognized related to interest rate swaps and commodity contracts designated as cash flow hedges for the years ended December 31, 2016 , 2015 and 2014 consisted of the following: Year Ended December 31, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes 1 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 2014 2016 2015 2014 2016 2015 2014 Interest rate swaps $ (20,360 ) $ (11,482 ) $ (1,925 ) Interest expense, net $ 11,618 $ 4,663 $ — $ — $ — $ — Commodity contracts 20,274 38,395 — Operating revenues, net (12,572 ) — — 5,121 — — Total $ (86 ) $ 26,913 $ (1,925 ) $ (954 ) $ 4,663 $ — $ 5,121 $ — $ — ———— (1) Net of taxes of $0.4 million and $14.6 million attributed to commodity contracts during the years ended December 31, 2016 and 2015, respectively. There were no taxes attributed to interest rate swaps during the years ended December 31, 2016, 2015 and 2014. As of both December 31, 2016 and 2015 , the Company has posted letters of credit in the amount of $18.0 million , 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 December 31, 2016 and 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 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 years ended December 31, 2016 , 2015 and 2014 related to the interest rate swaps are provided in the tables above. The loss expected to be reclassified into earnings over the next twelve months is approximately $5.7 million . The maximum term of outstanding interest rate swaps designated as hedges is 18 years. As discussed in Note 11 . 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 years December 31, 2016 and 2015 . As the Company's interest rate swap agreements contain cross-default provisions, $4.8 million and $7.6 million , respectively, of related liabilities have been reclassified to current as of December 31, 2016 and 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. Commodity Contracts The Company has long-dated physically delivered commodity contracts 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 years ended December 31, 2016 , 2015 and 2014 , 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 $2.2 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 consolidated statements of operations as these hedges are not accounted for under hedge accounting. As discussed in Note 11 . 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 years ended December 31, 2016 and 2015 . As the Company's interest rate swap agreements contain cross-default provisions, $0.5 million and $0.7 million , respectively, of related liabilities have been reclassified to current as of December 31, 2016 and 2015 . The Company is actively working with the counterparties to cure these defaults and obtain waivers as necessary. As of December 31, 2016 , the Company reclassified $4.0 million of current derivative liabilities to liabilities related to assets held for sale and $16.8 million of non-current derivative liabilities to non-current 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 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 consolidated statements of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2016 As of December 31, 2015 Assets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swaps $ — $ 1,561 $ — $ 1,561 $ — $ 487 $ — $ 487 Commodity contracts — 37,195 66,138 103,333 — 43,341 63,154 106,495 Foreign currency contracts — 1,413 — 1,413 — 5,190 — 5,190 Total derivative assets $ — $ 40,169 $ 66,138 $ 106,307 $ — $ 49,018 $ 63,154 $ 112,172 Liabilities Interest rate swaps $ — $ 32,377 $ — $ 32,377 $ — $ 20,185 $ — $ 20,185 Foreign currency contracts — — — — — 2,326 — 2,326 Total derivative liabilities $ — $ 32,377 $ — $ 32,377 $ — $ 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 year ended December 31, 2016 . The following table reconciles the changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the years ended December 31, 2016 and 2015: Year Ended December 31, (In thousands) 2016 2015 Beginning balance $ 63,154 $ — Realized and unrealized gains (losses): Included in Other Comprehensive Income 8,104 53,022 Included in Operating revenues 7,451 — Purchases (acquisition of commodity contracts) — 10,132 Settlements (12,571 ) — Balance as of December 31 $ 66,138 $ 63,154 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 December 31, 2016 are as follows: (In thousands, except range) Fair Value as of December 31, 2016 Transaction Type Assets Liabilities Valuation Technique Unobservable Inputs Range Commodity contracts - power $ 66,138 $ — Discounted cash flow Forward price (per MWh) $ 14.4 - $ 73.4 Option model Volatilities 3.0 % - 8.2 % 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 December 31, 2016 and 2015 is as follows: As of December 31, 2016 As of December 31, 2015 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion $ 3,950,914 $ 4,080,397 $ 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 fiscal year. The fair value of the Senior Notes due 2023 and Senior Notes due 2025 were 101.38% and 103.75% of face value as of December 31, 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. Nonrecurring Fair Value Measurements Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to renewable energy facilities, goodwill and intangibles, which are remeasured when the derived fair value is below carrying value on the Company's consolidated balance sheet. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. When the impairment has occurred, the Company measures the impairment and adjusts the carrying value as discussed in Note 2. Summary of Significant Accounting Policies . During the fourth quarter of 2016, certain long-lived assets met the criteria to be classified as held for sale (as discussed in Note 4 . Assets Held for Sale ). The fair value of these long-lived assets was measured, resulting in expected disposal losses of $15.7 million . The long-lived asset fair value amount of $19.5 million was measured by obtaining multiple bids from prospective buyers. The Company did not engage third-party appraisers. The fair value measurement was categorized as Level 2, as significant observable inputs were used in the valuation. The expected disposal losses, which represented the difference between the fair value less costs to sell and the carrying amount of the assets and liabilities held for sale, were recognized in impairment of renewable energy facilities within the consolidated statement of operations for the year ended December 31, 2016 . As discussed in Note 8. Goodwill , the Company performed its annual impairment test of the carrying value of its goodwill as of December 1, 2016 and concluded that the goodwill amount of $55.9 million was fully impaired. The inputs used to measure the estimated fair value of goodwill are classified as a Level 3 fair value measurement due to the significance of unobservable inputs using company-specific information. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Initial Public Offering On July 23, 2014, TerraForm Power completed its IPO by issuing 20,065,000 shares of its Class A common stock at a price of $25.00 per share (the "IPO Price") for aggregate gross proceeds of $501.6 million . In addition, the underwriters exercised in full their option to purchase an additional 3,009,750 shares of Class A common stock at the IPO Price for aggregate gross proceeds of $75.2 million . Concurrently with the IPO, TerraForm Power sold an aggregate of 2,600,000 shares of its Class A common stock at the IPO Price to Altai Capital Master Fund, Ltd. ("Altai") and Everstream Opportunities Fund I, LLC ("Everstream") (the "Private Placements"), for aggregate gross proceeds of $65.0 million . In addition, on July 23, 2014, as consideration for the acquisition of the Mt. Signal utility-scale solar facility from Silver Ridge Power, LLC ("SRP") at an aggregate purchase price of $292.0 million , Terra LLC issued to SRP 5,840,000 Class B units (and TerraForm Power issued a corresponding number of shares of Class B common stock) and 5,840,000 Class B1 units (and TerraForm Power issued a corresponding number of shares of Class B1 common stock). SRP distributed the Class B shares and units to SunEdison and the Class B1 shares and units to R/C US Solar Investment Partnership, L.P. ("Riverstone"), the owners of SRP. TerraForm Power received net proceeds of $463.9 million from the sale of the Class A common stock after deducting underwriting discounts, commissions, structuring fees and offering expenses. TerraForm Power received net proceeds of $69.6 million from the underwriters' exercise of their option to purchase an additional 3,009,750 shares of Class A common stock, after deducting underwriting discounts, commissions and structuring fees, which was used to purchase Class B common stock from SunEdison. TerraForm Power also received net proceeds of $65.0 million from the Private Placements. The Company used $159.2 million of net proceeds to repurchase Class B common stock and Class B1 units from SunEdison. Acquisition Private Placement Offering On November 26, 2014, TerraForm Power completed the sale of a total of 11,666,667 shares of its Class A common stock in a private placement, or the “Acquisition Private Placement,” to certain eligible investors for a net purchase price of $337.8 million . The Company used the net proceeds from the Acquisition Private Placement to repay a portion of amounts outstanding under its Term Loan among other things. In connection with the Acquisition Private Placement, the Company entered into a registration rights agreement with the purchasers pursuant to which it filed a registration statement with the SEC covering the resale of the purchased shares. The registration statement for these shares became effective on January 8, 2015. January 2015 Public Offering On January 22, 2015, TerraForm Power sold 13,800,000 shares of its Class A common stock to the public in a registered offering including 1,800,000 shares sold pursuant to the underwriters' overallotment option. TerraForm Power received net proceeds of $390.6 million , which were used to purchase 13,800,000 Class A units of Terra LLC. Terra LLC used $50.9 million to repurchase 1,800,000 Class B units from SunEdison. Concurrent with this transaction, 1,800,000 shares of TerraForm Power Class B common stock were canceled. June 2015 Public Offering On June 24, 2015, TerraForm Power sold 18,112,500 shares of its Class A common stock to the public in a registered offering including 2,362,500 shares sold pursuant to the underwriters' overallotment option. TerraForm Power received net proceeds of $667.6 million , which were used to purchase 18,112,500 Class A units of Terra LLC. Terra LLC used $87.1 million to repurchase 2,362,500 Class B units from SunEdison. Concurrent with this transaction, 2,362,500 shares of TerraForm Power Class B common stock were canceled. Riverstone Exchange As of May 28, 2015, all outstanding Class B1 units in Terra LLC and all outstanding shares of Class B1 common stock of TerraForm Power held by Riverstone had been converted into Class A units of Terra LLC held by TerraForm Power and shares of Class A common stock of TerraForm Power. 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 12,161,844 Class B units of Terra LLC held by SunEdison. After giving effect to the conversion, SunEdison indirectly owned 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 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. As of December 31, 2016 , the following shares of TerraForm Power were outstanding: Share Class: Shares Outstanding Shareholder(s) Class A common stock 92,223,089 * Class B common stock 48,202,310 SunEdison Total Shares 140,425,399 ——— * 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 253,687 shares of common stock held in treasury. The total par value of Class A common stock reflected on the consolidated balance sheet and consolidated statement of stockholders' equity as of December 31, 2016 includes 253,687 shares of stock held in treasury and excludes 459,800 shares of unvested restricted Class A common stock awards (see Note 16. Stock-based Compensation ). Dividends The following table presents cash dividends declared on Class A common stock during 2015 and 2014. TerraForm Power has not declared or paid a dividend since the quarterly dividend for the third quarter of 2015. 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 believed it was prudent to defer any decisions on paying dividends to its shareholders for the time being. Dividends per Share Declaration Date Record Date Payment Date 2015: Third Quarter $ 0.3500 November 9, 2015 December 1, 2015 December 15, 2015 Second Quarter 0.3350 August 6, 2015 September 1, 2015 September 15, 2015 First Quarter 0.3250 May 7, 2015 June 1, 2015 June 15, 2015 2014: Fourth Quarter 0.2700 December 22, 2014 March 2, 2015 March 16, 2015 Third Quarter 1 0.1717 October 27, 2014 December 1, 2014 December 15, 2014 ——— (1) This amount represented a quarterly dividend of $0.2257 per share, prorated to adjust for a partial quarter as the Company consummated its IPO on July 23, 2014. Subsequent Events Merger Agreement and Settlement Agreement As discussed in Note 1. Nature of Operations and Basis of Presentation , on March 6, 2017, TerraForm Power entered into the Merger Agreement with certain affiliates of Brookfield. These affiliates would own approximately 51% of the Class A shares of TerraForm Power following the consummation of the Merger, subject to certain conditions precedent. The Merger Agreement was approved unanimously by the members of the Board of TerraForm Power voting on the matter, following the unanimous recommendation of its Corporate Governance and Conflicts Committee. Completion of the transaction is expected to occur, subject to satisfaction of closing conditions, in the second half of 2017. Immediately prior to the effective time of the Merger, TerraForm Power will declare the payment of a special cash dividend (the “Special Dividend”) in the amount of $1.94 per fully diluted share, which includes the Company’s issued and outstanding Class A shares, Class A shares issued to SunEdison pursuant to the Settlement Agreement (more fully described below) and Class A shares underlying outstanding restricted stock units of the Company under the Company’s long-term incentive plan. At the effective time of the Merger, each share of Class A common stock of TerraForm Power issued and outstanding immediately prior to the effective time of the Merger, with the exception of certain excluded shares, will be converted into the right to, at the holder’s election and subject to proration as described below, either (i) receive $9.52 per Class A Share, in cash, without interest (the “Per Share Cash Consideration”) or (ii) retain one share of Class A common stock, par value $0.01 per share, of the surviving corporation (the “Per Share Stock Consideration,” and, together with the Per Share Cash Consideration, without duplication, the “Per Share Merger Consideration”). Issued and outstanding shares include shares issued in connection with the SunEdison Settlement Agreement as more fully described below and shares underlying outstanding restricted stock units of the Company under the Company's long-term incentive plan. The Per Share Stock Consideration will be subject to proration in the event that the aggregate number of Class A Shares for which an election to receive the Per Share Stock Consideration has been made exceeds 49% of the TerraForm Power fully diluted share count (the “Maximum Stock Consideration Shares”). Additionally, the Per Share Cash Consideration will be subject to proration in the event that the aggregate number of Class A shares for which an election to receive the Per Share Cash Consideration has been made exceeds the TerraForm Power fully diluted share count minus (i) the Maximum Stock Consideration Shares, (ii) any Class A shares currently held by affiliates of Brookfield, and (iii) any shares for which the holders seek appraisal under Delaware law. As part of its strategic alternatives process and the entry into the Merger Agreement, TerraForm Power also entered into the Settlement Agreement with the SunEdison Debtors on March 6, 2017. The Settlement Agreement, which was approved by the Bankruptcy Court, provides that, subject to the consummation of the Merger and certain other conditions, SunEdison will exchange, effective as of immediately prior to the record time for the Special Dividend, all of the Class B units of Terra LLC held by it or any of its controlled affiliates for 48,202,310 Class A shares of TerraForm Power (the “Exchange Shares” and the “Exchange,” as applicable). As a result of and following completion of the Exchange, all of the issued and outstanding shares of Class B common stock of TerraForm Power will be redeemed and retired. The Company will also authorize and issue to SunEdison a number of additional Class A shares (the “Additional SunEdison Shares,” together with the Exchange Shares, the “SunEdison Shares”), such that, immediately prior to the effective time of the Merger, SunEdison will hold an aggregate number of Class A shares equal to 36.9% of TerraForm Power’s fully diluted share count. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 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, Inc. and TerraForm Global, Inc. The maximum contractual term of an award is ten years from the date of grant. As of December 31, 2016 , an aggregate of 3,718,025 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, SunEdison, Inc. and TerraForm Global, Inc. 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 $3.4 million , $12.1 million and $5.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and is reflected in the consolidated statements of operations within general and administrative expenses. The total amount of stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison, Inc. and TerraForm Global, Inc. was $3.4 million and $10.5 million for the years ended December 31, 2016 and 2015 , respectively, and is recognized as a distribution to SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity with no impact to the Company's consolidated statement of operations. There were no similar stock-based compensation related distributions to or contributions from SunEdison during the year ended December 31, 2014. Similarly, stock-based compensation costs related to equity awards in the stock of SunEdison, Inc. and TerraForm Global, Inc. 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, Inc. and TerraForm Global, Inc. that was allocated to the Company was $2.7 million and $1.0 million for the years ended December 31, 2016 and 2015 , respectively, and is reflected in the consolidated statement of operations within general and administrative expenses - affiliate and has been treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity. There was no similar amount during the year ended December 31, 2014. 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 December 31, 2016 and changes during the year then ended: 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 ) 0.68 Balance as of December 31, 2016 366,195 $ 8.51 $ 4.7 As of December 31, 2016, $0.1 million of total unrecognized compensation cost related to RSAs is expected to be recognized over a weighted average period of approximately 0.1 years. The removal of the Company's prior Chief Executive Officer on November 20, 2015 resulted in the forfeiture from an accounting perspective of 454,586 RSAs as well as the immediate accelerated vesting of an additional 454,586 RSAs. The aforementioned termination resulted in a net increase to the Company's stock-based compensation expense for the year ended December 31, 2015 of $0.3 million . On October 30, 2014, the Company modified the award of its former Chief Financial Officer, which resulted in the forfeiture of the existing award and granting of a new award. This modification increased the grant date fair value to $5.6 million , or $1.11 per share. 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 December 31, 2016 and changes during the year then ended: Number of RSUs Outstanding Aggregate Intrinsic Value (in millions) Weighted Average Remaining Balance at January 1, 2016 3,208,394 Granted 439,595 Converted (488,076 ) Forfeited (1,536,960 ) Balance as of December 31, 2016 1,622,953 20.8 1.1 As of December 31, 2016, $15.1 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately 1.8 years. The weighted average fair value of RSUs on the date of grant was $11.61 and $20.60 for the years ended December 31, 2016 and 2015 , respectively. On August 11, 2016, the Company awarded 128,272 RSUs to certain employees of SunEdison and certain employees and executive officers of TerraForm Global, Inc. 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 was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period. On March 1, 2016, the Company awarded 87,660 RSUs to certain employees and executive officers of SunEdison, TerraForm Global, Inc. 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 $0.8 million , which was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period. The removal of the Company's prior Chief Financial Officer on November 20, 2015 resulted in the forfeiture of 106,250 RSUs as well as the immediate accelerated vesting of an additional 106,250 RSUs. The aforementioned termination resulted in a net increase to the Company's stock-based compensation expense for the year ended December 31, 2015 of $0.9 million . On December 22 and 23, 2015, the Company awarded 1,264,880 RSUs to certain employees and executive officers of SunEdison, TerraForm Global, Inc. 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 $15.7 million , which was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost on a straight-line basis over the three year service period. On March 10, 2015, the Company awarded 841,900 RSUs to certain employees and executive officers of SunEdison and the Company. These RSU awards are 80% performance-based and 20% time-based, which are vested at 25% per year over a four -year period. The grant-date fair value of the performance-based awards was $23.0 million , which was calculated based on the Company's stock price as of the date of grant since meeting the requisite performance conditions was considered probable as of this date. There are three performance tiers related to these awards with each tier representing 33% of the entire grant. Each of the performance tiers are based on dividend per share targets, as pre-determined and approved by the Company's Board. If certain performance goals are not achieved, the first, second or third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50% , 75% or 100% . As the achievement of these performance metrics was not considered probable as of the fourth quarter of 2015, all previously recognized compensation expense for each tier of the award was reversed during the fourth quarter of 2015 and no compensation expense related to these awards was recognized during the year ended December 31, 2016. The grant-date fair value of the time-based awards was $5.8 million , which was calculated based on the Company's stock price as of the date of grant. Compensation expense related to these time-based awards is being recognized as on a straight-line basis over the requisite service periods of four years. On July 28, 2015, SunEdison began recognizing expense related to 199,239 performance-based RSUs granted by the Company to certain employees of First Wind in connection with its acquisition by SunEdison on January 29, 2015. The performance-based awards were issued in three tranches covering the 2015, 2016, and 2017 fiscal year performance periods and are based on the achievement of targets related to additions to SunEdison's renewable energy generation project development pipeline and backlog, the volume of renewable energy generation projects transferred into the Company or SunEdison's warehouse vehicles, and the achievement of cash available for distribution by wind power plants sold to the Company through the First Wind Acquisition agreement. The grant-date fair value of these awards was $6.2 million which will be recognized as compensation expense on a straight-line basis over the requisite service periods of one year for the 2015 tranche, two years for the 2016 tranche, and three years for the 2017 tranche. The grant-date fair value of these awards was calculated based on the Company's stock price on the date of grant since meeting the requisite performance conditions was considered probable as of this date. As the achievement of these performance metrics was not considered probable as of the first quarter of 2016, all previously recognized compensation expense for the tranches covering 2015 and 2016 was reversed during the first quarter of 2016 and there are no remaining unvested shares as of December 31, 2016. Stock Options The following table presents information regarding outstanding stock options as of December 31, 2016 and changes during the year 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 December 31, 2016 — $ — As of December 31, 2016 and 2015, there was no unrecognized compensation cost in relation to outstanding stock options. Subsequent Events Merger Agreement As discussed in Note 1. Nature of Operations and Basis of Presentation , on March 6, 2017, TerraForm Power entered into the Merger Agreement with affiliates of Brookfield. Pursuant to the TerraForm Power 2014 Second Amended and Restated Long-Term Incentive Plan, if the Merger is consummated, it will result in a change of control and all outstanding equity awards (RSAs and RSUs) will vest, which would result in a significant stock-based compensation charge in such period. As of December 31, 2016, the Company had $15.2 million of unrecognized compensation expense related to outstanding equity awards. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | LOSS PER SHARE Loss per share is based upon the weighted average shares outstanding. Net loss attributable to Class A common stockholders is reduced by the amount of deemed dividends related to the accretion of redeemable non-controlling interest and the amount of dividends paid on Class A shares and participating RSAs. Unvested RSAs that contain non-forfeitable rights to dividends are treated as participating securities and are included in the loss per share 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 years ended December 31, 2016 , 2015 and 2014 was calculated as follows: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 2014 Basic and diluted loss per share 1 : Net loss attributable to Class A common stockholders $ (129,847 ) $ (79,886 ) $ (25,617 ) Less: accretion of redeemable non-controlling interest (3,962 ) — — Less: dividends paid on Class A shares and participating RSAs — (74,377 ) — Undistributed loss attributable to Class A shares $ (133,809 ) $ (154,263 ) $ (25,617 ) Weighted average basic and diluted Class A shares outstanding 90,815 65,883 29,602 Distributed earnings per share $ — $ 1.09 $ — Undistributed loss per share (1.47 ) (2.34 ) (0.87 ) Basic and diluted loss per share $ (1.47 ) $ (1.25 ) $ (0.87 ) ——— (1) The computations for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2016 exclude 459,800 of unvested RSAs and 1,622,953 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 year ended December 31, 2015 exclude 1,334,158 of unvested RSAs, 3,208,394 of unvested RSUs and 56,250 vested and exercisable options to purchase the Company's shares because the effect would have been anti-dilutive, and the computations for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2014 exclude 3,485,155 of unvested RSAs, 825,943 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 | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets as of December 31, 2016 and 2015 : (In thousands) December 31, 2016 December 31, 2015 SunEdison's non-controlling interest in Terra LLC $ 660,799 $ 897,409 Non-controlling interests in renewable energy facilities 804,243 858,117 Total non-controlling interests $ 1,465,042 $ 1,755,526 As of December 31, 2016 , TerraForm Power owned 65.7% of Terra LLC and consolidated the results of Terra LLC through its controlling interest, with SunEdison's 34.3% interest shown as a non-controlling interest. Non-controlling Interest Buyout On March 31, 2015 , the Company completed the buyout of approximately 92% of one of the partners' tax equity ownership interest in the Company's Kaheawa Wind Power I facility. The value associated with the buyout was deemed to be the fair value of the non-controlling interest as of the acquisition date. The cash paid for this buyout was $54.7 million . 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 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 Company recorded a $4.0 million adjustment to the value of the Invenergy Wind redeemable non-controlling interest as of December 31, 2016, reflecting the excess of the future redemption value over its carrying amount at the balance sheet date based on SEC guidance in ASC 480-10-S99-3A. The Company accretes the redemption value of the redeemable non-controlling interest over the redemption period using the straight-line method. See additional information pertaining to this redemption feature in Note 5 . Acquisitions . The following table presents the activity of the redeemable non-controlling interest balance for the years ended December 31, 2016 , 2015 and 2014: Redeemable Non-controlling Interests (In thousands) Capital Retained Earnings Total Balance as of December 31, 2013 $ — $ — $ — Consolidation of redeemable non-controlling interests in acquired renewable energy facilities 24,338 — 24,338 Balance as of December 31, 2014 $ 24,338 $ — $ 24,338 Consolidation of redeemable non-controlling interests in acquired renewable energy facilities 151,408 — 151,408 Sale of membership interests in renewable energy facilities 3,032 — 3,032 Repurchase of non-controlling interest in renewable energy facility (8,504 ) — (8,504 ) Distributions (2,764 ) — (2,764 ) Currency translation adjustment (311 ) — (311 ) Net income — 8,512 8,512 Balance as of December 31, 2015 $ 167,199 $ 8,512 $ 175,711 Sale of membership interests in renewable energy facilities 1,011 — 1,011 Distributions (10,764 ) — (10,764 ) Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility (7,918 ) — (7,918 ) Accretion of redeemable non-controlling interest 3,962 — 3,962 Net income — 18,365 18,365 Balance as of December 31, 2016 $ 153,490 $ 26,877 $ 180,367 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 2016 , the Company had outstanding letters of credit under the Revolver of $68.9 million and outstanding project-level letters of credit of $142.8 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 December 31, 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 20 . 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. Operating Leases The Company leases land and buildings under operating leases. Total rental expense was $23.5 million , $12.2 million and $1.0 million during the years ended December 31, 2016, 2015 and 2014 , respectively. The following table summarizes the Company's future commitments under operating leases as of December 31, 2016 : (in thousands) 2017 2018 2019 2020 2021 Thereafter Total Rent $ 16,705 $ 16,485 $ 16,601 $ 16,797 $ 16,986 $ 274,869 $ 358,443 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 alleged that certain members of the Company’s Board 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 alleged that the approval of the modifications to the Company’s agreements under the July Vivint Transaction (the “December Vivint Transaction”) by the Board of the Company was on terms that were unfair to the Company and improperly favored SunEdison to the detriment of the Company and its stockholders. The complaint further alleged 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 sought damages for the Company for the damages the Company had and would suffer as a result of the defendants’ breaches of fiduciary duty. The lawsuit also sought 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 alleged 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 contended that the then-current members of the Corporate Governance and Conflicts Committee of the Company’s Board breached their fiduciary duty of loyalty to the Company’s minority stockholders by, amongst other things, approving the transaction on terms that were unfair to the Company and improperly favored SunEdison to the detriment of the Company and its stockholders. The lawsuit sought to enjoin the completion of the transaction, rescission of such transaction or, alternatively, awarding rescissory damages, in the event it was consummated. The lawsuit also sought 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 then-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 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 were 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 settlement agreement provided for certain corporate governance initiatives, which have been implemented, and the payment of up to $3 million of legal fees and expenses of the plaintiffs, which were paid by the Company’s directors’ and officers’ liability insurance providers. 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) (the "Chamblee Class Action") 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. On March 24, 2017, the plaintiffs filed an amended complaint adding three additional directors and officers of the Company as defendants, as well as additional factual allegations. On June 9, 2017, the Company filed a motion to dismiss the case. After mediation, the parties agreed in principle to a settlement of $14.8 million conditioned on, among other things, funding of the settlement by the Company’s directors’ and officers’ liability insurance providers to the satisfaction of the Company. The Company believes that the settlement is likely to be consummated and that a substantial majority of the settlement will be paid by insurance, but, as of the time of this writing, there can be no assurance that this will be the case. The Company’s present intention is not to proceed with the settlement in the event (which the Company believes is unlikely) that the Company itself would be required to contribute an uninsured amount towards the settlement which would be material to the Company’s consolidated results of operations. 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 “LAP 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 LAP 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 were 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 LAP 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 and is reported in general and administrative expenses in the consolidated statement of operations for the year ended 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 LAP 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. Daniel Gerber v. Wiltshire Council On February 23, 2016, the U.K. Court of Appeals granted the appeal by the Company and the relevant local governmental authority and overturned an earlier decision by the U.K. High Court to quash (nullify) the planning permission necessary to build the Company’s 11.1 MW Norrington solar generation facility in Wiltshire, England. Among other things, the Court of Appeals held that the lower court erred in extending the time for the plaintiff to challenge the planning permission beyond the statutory appeal period. As a result of the successful appeal, the validity of the planning permission was reconfirmed. The plaintiff sought permission of the Supreme Court to appeal the decision of the Court of Appeals; however, permission was denied by the Supreme Court. The Company will, however, have to seek certain amendments to the permit or modify certain aspects of the power plant to come in full compliance with its terms. 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 allegation in Mr. Perez's Department of Labor complaint. On March 15, 2017, the Company filed notice with the Judicial Panel on Multidistrict Litigation to transfer this action to the Southern District of New York where the Chamblee Class Action and other cases not involving the Company relating to the SunEdison Bankruptcy are being tried. The plaintiff did not oppose the transfer, which was approved by the Judicial Panel on Multidistrict Litigation. The Company previously engaged in settlement discussions with respect to this proceeding and reserved for the estimated loss related to this complaint as of December 31, 2016, which is not considered material to the Company's consolidated results of operations. However, 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. On March 15, 2017, the Company filed notice with the Judicial Panel on Multidistrict Litigation to transfer this action to the Southern District of New York where the Chamblee Class Action and other cases not involving the Company relating to the SunEdison Bankruptcy are being tried. The plaintiff opposed the transfer. However, the transfer was approved by the Judicial Panel on Multidistrict Litigation. The Company previously engaged in settlement discussions with respect to this proceeding and reserved for the estimated loss related to this complaint as of December 31, 2016, which is not considered material to the Company's consolidated results of operations. However, 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 amount of the judgment was accrued for as of December 31, 2015 and 2016 and is reported in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2015. Threatened 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. As described in Note 1. Nature of Operations and Basis of Presentation and Note 20 . Related Parties , the Company and SunEdison have entered into the Settlement Agreement pursuant to which the Company and SunEdison will release these claims and substantially all other intercompany claims between the Company and SunEdison. The Settlement Agreement has been approved by the Bankruptcy Court but the effectiveness of the release of claims between the Company and SunEdison remains subject to the consummation of the Merger with affiliates of Brookfield or other transaction jointly supported by the Company and SunEdison or a Stand-Alone Conversion and certain other conditions. A failure of the Settlement Agreement to become effective may result in litigation of the underlying claims. In that case, the Company would vigorously contest any relevant claims brought by SunEdison or any other party. However, the Company cannot predict with certainty the ultimate resolution of any proceedings brought in connection with such a claim. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES SunEdison Bankruptcy As described above, the SunEdison Debtors filed for bankruptcy on April 21, 2016. The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company does not rely on SunEdison for funding or liquidity and believes that the Company will have sufficient liquidity to support its ongoing operations, absent the potential negative impact of default conditions that could arise from failure to meet financial statement deadlines as described in Note 1. Nature of Operations and Basis of Presentation and Note 11. Long-term Debt . 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. As discussed below, the Company and SunEdison are currently 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 module warranties with respect to SunEdison produced modules. Moreover, at the time of the Company's IPO, SunEdison and the Company entered into 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 this sponsor arrangement comprises a single integrated transaction. The agreements comprising this sponsor arrangement are set forth in separate documents and discussed individually in this Form 10-K. During the SunEdison Bankruptcy, SunEdison has not performed substantially as obligated under its agreements with the Company, including under this sponsor arrangement and certain O&M and asset management arrangements. In order to mitigate any adverse effects of this non-performance, the Company has undertaken a strategic initiative to transition away from SunEdison as a sponsor, including establishing a stand-alone corporate structure and seeking to retain third party or in-house solutions for project level asset management and O&M. SunEdison's failure to perform substantially as obligated under its agreements with the Company, including under this sponsor arrangement, project-level O&M and asset management agreements and other support agreements, may have a material adverse effect on the Company. Settlement with SunEdison As discussed in Note 1. Nature of Operations and Basis of Presentation , TerraForm Power entered into the Settlement Agreement with SunEdison on March 6, 2017. The Settlement Agreement has been approved by the Bankruptcy Court but the effectiveness of the intercompany releases and certain other provisions remain subject to the consummation of the Merger or other transaction jointly supported by the Company and SunEdison or a Stand-Alone Conversion and certain other conditions. Upon its effectiveness, subject to the foregoing conditions, the Settlement Agreement will resolve claims between TerraForm Power and SunEdison, including, among other things, claims of SunEdison against the Company for alleged fraudulent and preferential transfers and claims of the Company against SunEdison, including those outlined in the initial proof of claim filed by the Company in the SunEdison Bankruptcy on September 25, 2016 and on October 7, 2016. Under the Settlement Agreement, all such claims will be mutually released, and any agreements between SunEdison Debtors and SunEdison parties to the Settlement Agreement on the one hand and the Company on the other hand will be rejected, subject to certain limited exceptions, and no party will be deemed to have liability under those rejected agreements. The Settlement Agreement also provides that, immediately prior to the record time for the Special Dividend, all Class B shares of TerraForm Power and Class B units of Terra LLC held by SunEdison will be exchanged for Class A Shares of TerraForm Power, and TerraForm Power will issue approximately 6.6 million additional shares to SunEdison, such that, immediately prior to the effective time of the Merger, SunEdison will hold 36.9% of the fully diluted shares of TerraForm Power. SunEdison will also transfer the IDRs of Terra LLC that SunEdison holds to an affiliate of Brookfield. The TerraForm Power Board approved the Settlement Agreement upon the recommendation of the Corporate Governance and Conflicts Committee, each member of which is independent (pursuant to applicable NASDAQ rules) and does not also serve on the Board of Directors of TerraForm Global. Management Services Agreement Prior to the IPO, general and administrative expenses - affiliate represented amounts allocated from SunEdison for general corporate overhead costs attributable to the operations of the Predecessor. Subsequent to the completion of the IPO, general and administrative expenses - affiliate represent costs incurred by SunEdison for services provided to the Company pursuant to the MSA. 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. Costs for services that SunEdison stopped providing or reimbursing the Company for are now included within general and administrative expenses in the consolidated statement of operations. General and administrative expenses - affiliate were $14.7 million , $55.3 million and $19.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, as reported in the consolidated statements of operations. Pursuant to the MSA, cash consideration paid by the Company to SunEdison for these services for the year ended December 31, 2015 totaled $4.0 million , and general and administrative expenses - affiliate in excess of cash consideration paid was treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity. There was no cash consideration paid to SunEdison for these services for the period from July 24, 2014 through December 31, 2014 or for the year ended December 31, 2016. As discussed above, the Company was contractually obligated to pay SunEdison $7.0 million for these services for the year ended December 31, 2016. Since SunEdison stopped providing (or reimbursing the Company for) certain services covered under the MSA due to the SunEdison Bankruptcy, the Company was required to pay third party service providers directly for these services. As the total amount paid by the Company for these services exceeded the contractual amount due to SunEdison, the Company did not pay SunEdison the $7.0 million base management fee. Since this fee was not paid to SunEdison as of December 31, 2016, it was recorded within Due to SunEdison, net on the consolidated balance sheet and as a reduction to the net equity contribution from SunEdison. The general and administrative expenses - affiliate amount in excess of this accrued fee was treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity for the year ended December 31, 2016. Subject to the satisfaction of the conditions described above under Settlement with SunEdison , the MSA will be rejected as part of the Settlement Agreement entered into with SunEdison, and the Company will be deemed to have no liability, damages or claims arising out of the rejection of the MSA. In connection with the consummation of the transactions contemplated by the Merger Agreement discussed in Note 1. Nature of Operations and Basis of Presentation , including satisfaction of applicable conditions, the Company will enter into a master services agreement with Brookfield and certain affiliates of Brookfield (collectively, the "MSA Providers") pursuant to which the MSA Providers will provide certain services to the Company commencing at the effective time of the Merger. As consideration for the services provided or arranged for by Brookfield and certain of its affiliates pursuant to the master services agreement, the Company will pay a base management fee on a quarterly basis that will be paid in arrears and calculated as follows: • for each of the first four quarters following the closing date of the Merger, a fixed component of $2.5 million per quarter (subject to proration for the quarter including the closing date of the Merger) plus 0.3125% of the market capitalization value increase for such quarter; • for each of the next four quarters, a fixed component of $3.0 million per quarter plus 0.3125% of the market capitalization value increase for such quarter; and • thereafter, a fixed component of $3.75 million per quarter plus 0.3125% of the market capitalization value increase for such quarter. For purposes of calculating the quarterly payment of the base management fee, the term market capitalization value increase means, for any quarter, the increase in value of the Company’s market capitalization for such quarter, calculated by multiplying the number of outstanding shares of Class A common stock as of the last trading day of such quarter by the difference between (x) the volume-weighted average trading price of a share of Class A common stock for the trading days in such quarter and (y) $9.52 . If the difference between (x) and (y) in the market capitalization value increase calculation for a quarter is a negative number, then the market capitalization value increase is deemed to be zero. O&M and Asset Management Services O&M services, as well as asset management services, have historically been provided to the Company substantially by SunEdison pursuant to contractual agreements. The Company is in the process of transitioning away from SunEdison for these services, and these contracts are expected to be terminated or rejected no later than upon the effectiveness of the Settlement Agreement with SunEdison subject to the conditions described above under Settlement with SunEdison . As described below, the Company has entered into certain transition services agreements with SunEdison with respect to these services to facilitate this transition. Costs incurred for these services from SunEdison were $26.7 million , $19.9 million and $8.1 million during the years ended December 31, 2016 , 2015 and 2014 , respectively, and are reported as cost of operations - affiliate in the consolidated statements of operations. In addition, in conjunction with the First Wind Acquisition, SunEdison committed to reimburse the Company for capital expenditures and operations 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 year ended December 31, 2015, the Company received contributions pursuant to this agreement of $4.3 million . The total amount related to capital expenditures of $50.0 million was initially recognized in renewable energy facilities as a prepaid warranty as the amount was part of the consideration paid on the acquisition date. As a result of the SunEdison Bankruptcy, the Company recorded a loss of $45.4 million during the year ended December 31, 2015 related to the write-off of the remaining balance of the prepaid warranty, which was net of depreciation expense of $1.9 million and capital expenditure reimbursements received of $2.7 million , and is reported as loss on prepaid warranty - affiliate in the consolidated statement of operations. As a result of the SunEdison Bankruptcy, no contributions were received during 2016. Transition Services Agreements In the first half of 2017, the Company entered into certain transition services agreements with SunEdison with respect to project-level operations and maintenance and asset management services provided by SunEdison. These transition services agreements allow the Company, among other things, to hire employees of SunEdison that are currently performing these project-level services for the Company. These transition services agreements also allow the Company to terminate project-level asset management and operations and maintenance services on 10 days advance notice. Under these agreements, the Company agreed to indemnify SunEdison for certain losses and liabilities to the extent SunEdison failed to perform services under existing services contracts as a result of the transition of SunEdison employees to the Company. SunEdison will also continue to provide certain project related services for a transitional period. The Company is also in the process of negotiating a corporate-level transition services agreement with SunEdison. The Company expects that under this agreement, SunEdison would agree to continue to provide certain corporate-level services, including tax and information technology support services through the end of the third quarter of 2017. At this time, the Company cannot give firm assurances that it will enter into any such corporate-level transition services agreement with SunEdison. 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 O&M 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. These construction contracts and warranties would be rejected upon the effectiveness of the Settlement Agreement with SunEdison subject to the conditions described above under Settlement with SunEdison . 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 2017. 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 the 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 is reflected in the consolidated statement of operations and the reimbursement for such costs is treated as an equity contribution from SunEdison, as reflected within Net SunEdison investment on the consolidated statement of stockholders' equity for the respective periods. The Company received an equity contribution of $4.0 million from SunEdison pursuant to the Interest Payment Agreement for the year ended December 31, 2015. During the period from July 24, 2014 to December 31, 2014, the Company received equity contributions totaling $5.4 million pursuant to the Interest Payment Agreement. 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 equity contributions totaling $8.0 million and $6.6 million from SunEdison pursuant to the Amended Interest Payment Agreement during the years ended December 31, 2016 and 2015 , respectively. The 2016 contribution 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 of 2016. On July 29, 2016, SunEdison delivered a notice purporting to terminate the Amended Interest Payment Agreement. The notice alleged that SunEdison's bankruptcy permits termination as of right without following the bankruptcy procedures for rejection of executory contracts. Subject to the satisfaction of the conditions described above under S ettlement with SunEdison , the Amended Interest Payment Agreement will be rejected as part of the Settlement Agreement entered into with SunEdison without further liability, claims or damages on the part of the Company. Support Agreement and Intercompany Agreement The Company entered into a 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. The Support Agreement also provided the Company a right of first offer with respect to certain other renewable energy facilities. During the years ended December 31, 2016, 2015 and 2014 , the Company acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW, 350.9 MW and 75.7 MW respectively, from SunEdison under the Support Agreement (see Note 3. 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 year ended December 31, 2015, the Company acquired renewable energy facilities with a combined nameplate capacity of 222.6 MW from SunEdison under the Intercompany Agreement (see Note 3. Transactions Between Entities Under Common Control ). The Company did not acquire any renewable energy facilities from SunEdison under the Intercompany Agreement during the year ended December 31, 2016 . Subject to the satisfaction of the conditions described above under Settlement with SunEdison , the Support Agreement and Intercompany Agreement will be rejected as part of the Settlement Agreement entered into with SunEdison without further liability, claims or damages on the part of the Company. Upon consummation of the transactions contemplated by the Merger Agreement as discussed in Note 1. Nature of Operations and Basis of Presentation , the Company will enter into the "Relationship Agreement" with Brookfield pursuant to which Brookfield will provide the Company with a right of first offer on certain operating wind and solar assets that are owned by Brookfield and certain of its affiliates and are located in North America and certain other Western European nations. The Company believes it continues to maintain a call right over 0.5 GW (net) of operating wind power plants that are owned by a warehouse vehicle that was owned and 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 alternatives with regard to these assets. Insurance Allocation Agreement The Company, TerraForm Global, Inc., SunEdison and certain of their respective directors and officers shared $150.0 million of directors’ and officers’ liability insurance policies that covered the period from July 15, 2015 to July 14, 2016 (the “D&O Insurance”). SunEdison and the independent directors of SunEdison (the “SUNE D&O Parties”) entered into an agreement, dated March 27, 2017 and amended on June 7, 2017, with the Company, TerraForm Global, Inc., their respective current directors and certain of their respective current officers (the “YieldCo D&O Parties”) related to the D&O Insurance. Among other things, this agreement provides that: (i) the YieldCo D&O Parties consent to a $32.0 million payment to SunEdison from the D&O Insurance in connection with the settlement of claims proposed to be brought by the unsecured creditors’ committee in the SunEdison Bankruptcy under a motion in the SunEdison Bankruptcy case for derivative standing; (ii) for a specified period of time, the SUNE D&O Parties and the YieldCo D&O Parties agree to cooperate in trying to reach settlements of certain lawsuits pending against the YieldCo D&O Parties arising from a variety of alleged prepetition actions and transactions, including, but not limited to, the initial public offering of TerraForm Global, Inc. and other securities transactions, and SunEdison agrees to consent to such proposed settlements to be funded by up to $32.0 million from the D&O Insurance; and (iii) for a specified period of time, SunEdison, its independent directors, the Company and TerraForm Global, Inc. will not assert certain payment priority provisions of the D&O Insurance. The agreement was approved by the Bankruptcy Court on June 28, 2017. In addition to the insurance allocation agreement, from time to time, the Company agreed to orders or stipulations with SunEdison and TerraForm Global, Inc. in connection with the SunEdison Bankruptcy related to, among other things, insurance proceeds, interim operating protocols, bankruptcy filing protocols and other matters. Fleet Availability Guarantee Agreement Immediately prior to the completion of the IPO on July 23, 2014 , Terra LLC entered into the Fleet Availability Guarantee Agreement (the "Availability Agreement") with SunEdison. The Availability Agreement required SunEdison to pay a fee to the Company when the availability of the Company's solar generation facilities serviced by SunEdison was less than 99% for a calendar year. The fee was calculated based on 2% of the O&M service fee for each 0.25% increment below 99% availability. For the year ended December 31, 2015, SunEdison paid the Company a fee of $1.0 million under the terms of the Availability Agreement. The Availability Agreement expired on December 31, 2015. 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 LAP Settlement Agreement as disclosed in Settlement Agreement with Latin America Power Holding in Note 19. Commitments and Contingencies , which resulted in a release of all claims by the LAP shareholders under the guaranty. Due to SunEdison, net 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. Additionally, prior to the SunEdison Bankruptcy, certain of the Company's expenses were reimbursed by SunEdison pursuant to the MSA, and any of these expenses that were paid for by the Company and not reimbursed by SunEdison as of the balance sheet date were reported as a receivable from SunEdison. As of December 31, 2016 and 2015 , the Company had a net payable to SunEdison of $16.7 million and $26.6 million , respectively, which is reported as Due to SunEdison, net in the consolidated balance sheets. As a result of the SunEdison Bankruptcy, the Company recognized an $11.3 million loss on investment within loss on investments and receivables - affiliate in the consolidated statement of operations for the year ended December 31, 2015 as a result of residential project cancellations. Further, the Company recognized an additional $3.3 million and $4.8 million loss within loss on investments and receivables - affiliate for the years ended December 31, 2016 and 2015 , respectively, related to recording a bad debt reserve for outstanding receivables from the SunEdison Debtors. Net SunEdison Investment During the years ended December 31, 2016, 2015 and 2014, SunEdison made net contributions to Terra LLC pursuant to the related party agreements discussed above and in connection with drop down acquisitions. The following table illustrates the detail of Net SunEdison investment for the years ended December 31, 2016, 2015 and 2014 as reported on the consolidated statements of stockholders' equity: Year ended December 31, (in thousands) 2016 2015 2014 MSA - General and administrative expenses - affiliate 1 $ 7,666 $ 51,330 $ 19,144 MSA - Failed deal costs 2 — 6,069 — Interest Payment Agreement and Amended Interest Payment Agreement 3 — 18,597 5,400 First Wind capital expenditures and O&M labor fees 4 — 4,303 — TerraForm Power, Inc. equity awards distributed to SunEdison 5 (3,369 ) (10,509 ) — Deemed contribution related to acquisitions from SunEdison 6 19,517 41,773 1,498 Lindsay debt repayment 7 — 40,306 — Contribution in exchange for Class B common stock and Class B units at IPO 8 — — 398,902 Other 1,586 1,532 — Net SunEdison investment $ 25,400 $ 153,401 $ 424,944 ——— (1) Represents total general and administrative expenses - affiliate in excess of cash paid or payable to SunEdison pursuant to the MSA agreement ( $7.0 million was recorded within Due to SunEdison, net on the consolidated balance sheet as of December 31, 2016 with no cash paid to SunEdison in 2016, $4.0 million was paid during 2015 and no cash payments were made during 2014). (2) Represents acquisition costs related to failed deals that were paid by SunEdison. Such costs were reimbursable by SunEdison under the MSA. (3) Represents contributions received pursuant to the Interest Payment Agreement and the Amended Interest Payment Agreement. $8.0 million of the amount for the year ended December 31, 2015 was not received in cash from SunEdison until February 3, 2016 and a receivable from SunEdison was recorded within Due to SunEdison, net as of December 31, 2015. As a result of the SunEdison Bankruptcy, the Company has not received any contributions from SunEdison pursuant to the Amended Interest Payment Agreement since the first quarter of 2016. (4) Represents contributions received for capital expenditures and O&M labor fees in excess of budgeted amounts for certain of the Company's wind power plants, which SunEdison committed to reimburse the Company for in conjunction with the First Wind Acquisition. As a result of the SunEdison Bankruptcy, the Company did not receive any contributions during 2016. (5) Represents stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison, Inc. and TerraForm Global, Inc. (6) Represents the difference between the cash purchase price and historical cost of the net assets acquired from SunEdison for projects that achieved final funding during the respective year. (7) SunEdison repaid the remaining outstanding principal balance and interest due on the SunE Perpetual Lindsay construction term loan on the Company's behalf as required pursuant to the terms of a project investment agreement entered into prior to the IPO of the Company. (8) Represents SunEdison's net contribution at IPO in exchange for Class B common stock of the Company and Class B units of Terra LLC. Distributions to SunEdison During the year ended December 31, 2015, Terra LLC paid distributions of $58.3 million to its Class B unit holder, SunEdison. No distributions were paid to SunEdison during the years ended December 31, 2016 and 2014. 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 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 December 31, 2016 and 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 December 31, 2016 and 2015 , there were no Class B1 units of Terra LLC outstanding. There were no payments for IDRs made by the Company during the years ended December 31, 2016, 2015 and 2014 . As discussed in Note 1. Nature of Operations and Basis of Presentation , SunEdison agreed to deliver the outstanding IDRs held by SunEdison or certain of its affiliates to TerraForm Power or its designee and in connection therewith, concurrently with the execution and delivery of the Merger Agreement, TerraForm Power, Terra LLC, Brookfield IDR Holder and SunEdison and certain of its affiliates have entered into the IDR Transfer Agreement which provides that, subject to satisfaction of the conditions in the Merger Agreement, SunEdison affiliates will transfer all of the IDRs to an affiliate of Brookfield at the effective time of the Merger on the terms and conditions set forth in the IDR Transfer Agreement. At the closing of the Merger, the limited liability company agreement of Terra LLC will be amended and restated to, among other things, reset the IDR thresholds of Terra LLC to establish a first distribution threshold of $0.93 per share of Class A common stock and a second distribution threshold of $1.05 per share of Class A common stock. As a result of this amendment and restatement, amounts distributed from Terra LLC would be distributed on a quarterly basis as follows: • first, to the Company in an amount equal to the Company’s outlays and expenses for such quarter; • second, to holders of Class A units, |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company has two reportable segments: Solar and Wind. These segments comprise 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, formation and offering related fees and expenses, interest expense on corporate-level indebtedness, stock-based compensation and depreciation, accretion and amortization expense. All net operating revenues for the years ended December 31, 2016 , 2015 and 2014 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 years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 377,488 $ 277,068 $ — $ 654,556 Depreciation, accretion and amortization expense 115,050 126,735 1,580 243,365 Other operating costs and expenses 140,459 91,613 90,142 322,214 Interest expense, net 97,123 85,744 127,469 310,336 Other non-operating (income) expenses, net (1,017 ) 1,126 19,545 19,654 Income tax expense 1 — — 494 494 Net income (loss) $ 25,873 $ (28,150 ) $ (239,230 ) $ (241,507 ) Cash Flows Capital expenditures $ 32,132 $ 12,177 $ 1,560 $ 45,869 Balance Sheet Total assets 2 3,595,387 3,609,471 501,007 7,705,865 Year Ended December 31, 2015 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 346,033 $ 123,473 $ — $ 469,506 Depreciation, accretion and amortization expense 117,727 43,392 191 161,310 Other operating costs and expenses 65,515 89,831 147,336 302,682 Interest expense, net 71,351 6,991 89,463 167,805 Other non-operating expenses, net 13,986 6,682 38,417 59,085 Income tax benefit 1 — — (13,241 ) (13,241 ) Net income (loss) $ 77,454 $ (23,423 ) $ (262,166 ) $ (208,135 ) Cash Flows Capital expenditures $ 462,719 $ 181,594 $ 3,248 $ 647,561 Balance Sheet Total assets 2 3,923,186 3,765,486 528,737 8,217,409 Year Ended December 31, 2014 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 127,156 $ — $ — $ 127,156 Depreciation, accretion and amortization expense 41,280 — — 41,280 Other operating costs and expenses 33,322 — 46,165 79,487 Interest expense, net 56,019 — 30,172 86,191 Other non-operating (income) expenses, net (6,209 ) — 13,019 6,810 Income tax benefit 1 — — (4,689 ) (4,689 ) Net income (loss) $ 2,744 $ — $ (84,667 ) $ (81,923 ) Cash Flows Capital expenditures $ 1,122,293 $ — $ — $ 1,122,293 ——— (1) Income tax expense (benefit) is not allocated to the Company's Solar and Wind segments. (2) As of December 31, 2016 and 2015 , respectively. Operating Revenues, net The following table reflects operating revenues, net for the years ended December 31, 2016 , 2015 and 2014 by specific customers exceeding 10% of total operating revenue: Year Ended December 31, 2016 2015 2014 (In thousands, except for percentages) Segment Amount Percentage Amount Percentage Amount Percentage Tennessee Valley Authority Wind $ 73,068 11.2 % N/A N/A N/A N/A San Diego Gas & Electric Solar 65,709 10.0 % $ 67,562 14.4 % $ 39,574 31.1 % Compañía Minera del Pacífico S.A. Solar N/A N/A N/A N/A 23,130 18.2 % ——— N/A - These customers did not exceed 10% of total operating revenue for the period indicated above. The following table reflects operating revenues, net for the years ended December 31, 2016 , 2015 and 2014 by geographic location: Year Ended December 31, (In thousands) 2016 2015 2014 United States (including Puerto Rico) $ 528,513 $ 368,117 $ 87,502 Chile 28,065 27,148 23,130 United Kingdom 51,600 55,542 15,890 Canada 46,378 18,699 634 Total operating revenues, net $ 654,556 $ 469,506 $ 127,156 Long-lived Assets, Net Long-lived assets, net consist of renewable energy facilities and intangible assets as of December 31, 2016. As of December 31, 2015, this amount also included goodwill, which was determined to be impaired during 2016 and fully written off. The following table is a summary of long-lived assets, net by geographic area: (In thousands) December 31, 2016 December 31, 2015 United States (including Puerto Rico) $ 5,524,136 $ 5,876,846 Chile 175,204 181,756 United Kingdom 16,045 659,176 Canada 419,978 418,494 Total long-lived assets, net 6,135,363 7,136,272 Current assets 893,016 936,761 Other non-current assets 1 677,486 144,376 Total assets $ 7,705,865 $ 8,217,409 ——— (1) As of December 31, 2016, includes $532.7 million and $19.5 million of non-current assets held for sale located in the United Kingdom and United States, respectively. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in each component of accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2016 , 2015 and 2014: (In thousands) Foreign Currency Translation Adjustments Hedging Activities Accumulated Other Comprehensive (Loss) Income Balance as of December 31, 2013 $ — $ — $ — Net unrealized loss arising during the period (3,541 ) (1,925 ) (5,466 ) Reclassification of net realized loss into earnings: Interest expense, net — — — Other comprehensive loss (3,541 ) (1,925 ) (5,466 ) Accumulated other comprehensive loss (3,541 ) (1,925 ) (5,466 ) Less: Other comprehensive loss attributable to non-controlling interests (2,392 ) (1,437 ) (3,829 ) Balance as of December 31, 2014 $ (1,149 ) $ (488 ) $ (1,637 ) Net unrealized (loss) gain arising during the period (18,446 ) 26,913 8,467 Reclassification of net realized loss into earnings: Interest expense, net — 4,663 4,663 Other comprehensive (loss) income (18,446 ) 31,576 13,130 Accumulated other comprehensive (loss) income (19,595 ) 31,088 11,493 Less: Other comprehensive loss attributable to non-controlling interests (7,862 ) (3,545 ) (11,407 ) Balance as of December 31, 2015 $ (11,733 ) $ 34,633 $ 22,900 Net unrealized loss arising during the period (15,039 ) (86 ) (15,125 ) Reclassification of net realized loss (gain) into earnings: Interest expense, net 1 — 28,539 28,539 Operating revenues, net — (12,572 ) (12,572 ) Other comprehensive (loss) income (15,039 ) 15,881 842 Accumulated other comprehensive (loss) income (26,772 ) 50,514 23,742 Less: Other comprehensive (loss) income attributable to non-controlling interests (4,639 ) 5,469 830 Balance as of December 31, 2016 $ (22,133 ) $ 45,045 $ 22,912 ——— (1) Includes $16.9 million loss reclassification that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps within the U.K. Portfolio as discussed in Note 13 . Derivatives . The following tables present each component of other comprehensive income (loss) and the related tax effects for the years ended December 31, 2016 , 2015 and 2014: Year Ended December 31, 2016 2015 2014 (In thousands) Before Tax Tax Effect Net of Tax 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 $ (15,039 ) $ — $ (15,039 ) $ (18,446 ) $ — $ (18,446 ) $ (3,541 ) $ — $ (3,541 ) Hedging activities: Net unrealized gain (loss) arising during the period 320 (406 ) (86 ) 41,540 (14,627 ) 26,913 (1,925 ) — (1,925 ) Reclassification of net realized loss into earnings 1 15,967 — 15,967 4,663 — 4,663 — — — Net change 16,287 (406 ) 15,881 46,203 (14,627 ) 31,576 (1,925 ) — (1,925 ) Other comprehensive income (loss) $ 1,248 $ (406 ) 842 $ 27,757 $ (14,627 ) 13,130 $ (5,466 ) $ — (5,466 ) Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax 830 (11,407 ) (3,829 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 40,016 — Other comprehensive income (loss) attributable to Class A common stockholders $ 12 $ (15,479 ) $ (1,637 ) ——— (1) Includes $16.9 million loss reclassification for the year ended December 31, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps within the U.K. Portfolio as discussed in Note 13 . Derivatives . |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly results of operations for the year ended December 31, 2016 were as follows: (In thousands, except per share data) Q1 Q2 (1) Q3 (2) Q4 (3) Operating revenues, net $ 153,917 $ 187,301 $ 178,118 $ 135,220 Operating income (loss) 32,505 62,558 50,708 (56,794 ) Interest expense, net 68,994 101,299 72,818 67,225 Net loss (33,505 ) (44,937 ) (27,711 ) (135,354 ) Net loss attributable to Class A common stockholders (481 ) (20,907 ) (26,171 ) (82,288 ) Weighted average Class A common shares outstanding - basic and diluted 87,833 90,809 90,860 91,658 Net loss per weighted average Class A common share - basic and diluted $ (0.01 ) $ (0.23 ) $ (0.29 ) $ (0.94 ) ——— (1) During the second quarter of 2016, the Company discontinued hedge accounting for interest rate swaps related to its U.K. Portfolio. This resulted in the reclassification of $16.9 million of losses from accumulated other comprehensive income into interest expense. Subsequent to the discontinuation of hedge accounting, the Company recognized additional unrealized losses of $13.7 million pertaining to these interest rate swaps during the second quarter that are also reported in interest expense. (2) The third quarter of 2016 includes a $3.3 million impairment charge due to the decision to abandon certain residential construction in progress assets that were not completed by SunEdison as a result of the SunEdison Bankruptcy. This charge is reflected within impairment of renewable energy facilities in the consolidated statement of operations. The third quarter of 2016 also includes $3.2 million of special interest for the Senior Notes due 2023, Senior Notes due 2025 and Revolver per the terms of the fourth supplemental indenture to the 2023 Indenture, third supplemental indenture to the 2025 Indenture and eighth amendment to the Revolver credit and guaranty agreement, respectively, and $5.2 million of unrealized losses pertaining to interest rate swaps for the U.K. Portfolio. (3) The fourth quarter of 2016 includes a $55.9 million goodwill impairment charge, a $15.7 million impairment charge within impairment of renewable energy facilities related to substantially all of the Company's portfolio of residential rooftop solar assets that were held for sale as of December 31, 2016, a $2.5 million loss on related party receivables and a $1.1 million loss on extinguishment of debt driven by a reduction of borrowing capacity for the Revolver and corresponding write-off of a portion of the unamortized deferred financing costs due to the Company entering into the consent agreement and ninth amendment to the terms of the Revolver and a waiver agreement with the requisite lenders pertaining to third quarter reporting deliverables and compliance. The fourth quarter of 2016 also includes $8.6 million of special interest for the Senior Notes due 2023, Senior Notes due 2025 and Revolver, which was offset by $11.6 million of unrealized gains pertaining to interest rate swaps for the U.K. Portfolio. In addition, as discussed in Note 2. Summary of Significant Accounting Policies , during the fourth quarter of 2016, the Company revised the accretion period for its asset retirement obligations from the term of the related PPA agreement to the remaining useful life of the corresponding renewable energy facility, which resulted in the Company recording a $4.4 million adjustment to reduce previously reported accretion and depreciation expense. The Company also recorded a $5.9 million adjustment in the fourth quarter of 2016 to reduce previously reported cost of operations related to property tax expenses. Quarterly results of operations for the year ended December 31, 2015 were as follows: (In thousands, except per share data) Q1 (1) Q2 (2) Q3 (3) Q4 (4) Operating revenues, net $ 70,515 $ 130,046 $ 163,291 $ 105,654 Operating (loss) income (11,963 ) 39,681 64,135 (86,339 ) Interest expense, net 36,855 35,961 48,786 46,203 Net (loss) income (83,660 ) 29,134 2,418 (156,027 ) Net (loss) income attributable to Class A common stockholders (28,116 ) 6,800 (820 ) (57,750 ) Weighted average Class A common shares outstanding - basic and diluted 49,694 57,961 77,522 77,982 Net (loss) earnings per weighted average Class A common share - basic and diluted $ (0.57 ) $ 0.10 $ (0.03 ) $ (0.75 ) ——— (1) The first quarter of 2015 includes a $20.0 million loss on the extinguishment of debt due primarily to the early termination of the Term Loan and its related interest rate swap, the exchange of the previous revolver to the Revolver and prepayment of premium paid in conjunction with the payoff of First Wind indebtedness at the acquisition date. (2) The second quarter of 2015 includes an $11.4 million gain on the extinguishment of debt related to termination of certain financing lease obligations upon acquisition of the Duke Energy operating facility. (3) The third quarter of 2015 includes $9.9 million of amortization of bridge commitment fees recorded within interest expense related to financing our pending acquisitions of Invenergy Wind and the Vivint Operating Assets. (4) The fourth quarter of 2015 includes a $45.4 million loss related to the write-off of the remaining balance of a prepaid warranty from SunEdison, a $16.1 million loss on investments and related party receivables, a $10.0 million loss resulting from the LAP arbitration settlement, a $14.0 million loss related to the Eastern Maine Electric Cooperative litigation reserve and a $7.5 million loss on the extinguishment of debt as a result of the U.K. refinancing. |
Nature of Operations and Basi32
Nature of Operations and Basis of Presentation 10-K - (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company is required to recast historical financial statements when renewable energy facilities are acquired from SunEdison. The recast reflects the assets and liabilities, results of operations and cash flows 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. For the period prior to the Company's initial public offering ("IPO") on July 23, 2014, the accompanying consolidated financial statements represent the combination of TerraForm Power and Terra LLC, the accounting predecessor, and were prepared using SunEdison's historical basis in assets and liabilities. For all periods subsequent to the IPO, the accompanying consolidated financial statements represent the results of TerraForm Power, which consolidates Terra LLC through its controlling interest. The historical financial statements of the Predecessor include allocations of certain SunEdison corporate expenses and income tax expense. Management believes the assumptions and methodology underlying the allocation of general corporate overhead expenses are reasonable. Subsequent to the IPO, general and administrative expenses represent actual costs incurred directly by the Company and general and administrative expenses - affiliate represent costs incurred by SunEdison for services provided to the Company pursuant to the MSA, as more fully described in Note 20 . Related Parties . |
Use of Estimates | In preparing the 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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). They include the results of wholly owned and partially owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. The Company consolidates variable interest entities ("VIEs") in renewable energy facilities when determined to be the primary beneficiary. |
Variable Interest Entities | Variable Interest Entities As discussed below, as of January 1, 2016, the Company adopted Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis . The standard makes changes to both the variable interest entity model and the voting interest model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities ("VOEs"), amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs and modifying the evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary in the consolidation analysis. The adoption of the standard did not result in any changes to the Company's previous consolidation conclusions; however, it did result in certain of its consolidated subsidiaries being considered VIEs. VIEs are entities that lack one or more of the characteristics of a voting interest entity. The Company has a controlling financial interest in a VIE when its variable interest or interests provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity is consolidated. For the Company's consolidated VIEs, the Company has presented on its consolidated balance sheets, to the extent material, the assets of its consolidated VIEs that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of its consolidated VIEs for which creditors do not have recourse to the Company's general assets outside of the VIE. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and money market funds with original maturity periods of three months or less when purchased. As of December 31, 2016 and 2015, cash and cash equivalents included $57.6 million and $81.1 million , respectively, of unrestricted cash held at project-level subsidiaries, which was available for project expenses but not available for corporate use. Restricted Cash Restricted cash consists of cash on deposit in financial institutions that is restricted to satisfy the requirements of certain debt agreements and funds held within the Company's project companies that are restricted for current debt service payments and other purposes in accordance with the applicable debt agreements. These restrictions include: (i) cash on deposit in collateral accounts, debt service reserve accounts and maintenance reserve accounts; and (ii) cash on deposit in operating accounts but subject to distribution restrictions related to debt defaults existing as of the balance sheet date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported on the consolidated balance sheets, including both billed and unbilled amounts, and are adjusted for any write-offs as well as the allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts to adjust its receivables to amounts considered to be ultimately collectible and charges to the allowance are recorded within general and administrative expenses in the consolidated statements of operations. The Company's allowance is based on a variety of factors, including the length of time receivables are past due, significant one-time events, the financial health of its customers and historical experience. |
Renewable Energy Facilities | Renewable Energy Facilities Renewable energy facilities consist of solar generation facilities and wind power plants that are stated at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When renewable energy facilities are retired, or otherwise disposed of, the cost and accumulated depreciation is removed from the consolidated balance sheet and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of renewable energy facilities is recognized using the straight-line method over the estimated useful lives of the renewable energy facilities, which range from 20 to 30 years for the Company's solar generation facilities. Effective October 1, 2016, the Company changed its estimates of the useful lives of the major components of its wind power plants to better reflect the estimated periods during which these major components will remain in service. These major components comprising our wind power plants have remaining useful lives ranging from 5 to 41 years and have an overall weighted average remaining useful life of 24 years as of October 1, 2016. |
Intangibles | Intangibles The Company's intangible assets and liabilities represent revenue contracts, consisting of long-term power purchase agreements ("PPAs") and renewable energy certificates ("RECs"), lease agreements and O&M contracts that were obtained through third party acquisitions. The revenue contract intangibles are comprised of favorable and unfavorable rate PPAs and REC agreements and the in-place value of market rate PPAs. The lease agreement intangibles are comprised of favorable and unfavorable rate land leases, and the O&M contract intangibles consist of unfavorable rate O&M contracts. Intangible assets and liabilities that have determinable estimated lives are amortized over those estimated lives. Amortization of favorable and unfavorable rate revenue contracts is recorded within operating revenues, net in the consolidated statements of operations. Amortization expense related to the in-place value of market rate revenue contracts is recorded within depreciation, accretion and amortization expense in the consolidated statements of operations, and amortization of favorable and unfavorable rate land leases and unfavorable rate O&M contracts is recorded within cost of operations. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets and liabilities acquired impact the amount and timing of future amortization. |
Impairment of Renewable Energy Facilities and Intangibles | Impairment of Renewable Energy Facilities and Intangibles Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. An impairment loss is recognized if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured as the difference between an asset's carrying amount and fair value. Fair values are determined by a variety of valuation methods, including appraisals, sales prices of similar assets and present value techniques. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. The Company does not amortize goodwill, but instead evaluates goodwill for impairment at least annually on December 1 st . The Company performs an impairment test between scheduled annual tests if facts and circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit that has goodwill is less than its carrying value. The Company may first make a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The qualitative impairment test includes considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. If it is determined through the qualitative assessment that a reporting unit’s fair value is more-likely-than-not greater than its carrying value, the two-step impairment test is not required. If the qualitative assessment indicates it is more-likely-than-not that a reporting unit’s fair value is not greater than its carrying value, the Company must perform the two-step impairment test. The Company may also elect to proceed directly to the two-step impairment test without considering such qualitative factors. The first step in the two-step impairment test is the comparison of the fair value of a reporting unit with its carrying amount, including goodwill. The Company defines its reporting units to be consistent with its reportable segments. In accordance with the authoritative guidance over fair value measurements, the Company defines the fair value of a reporting unit as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. The Company primarily uses the income approach methodology of valuation, which uses the discounted cash flow method, to estimate the fair values of the Company's reporting units. The Company does not believe that a cost approach is relevant to measuring the fair values of its reporting units. Significant management judgment is required when estimating the fair value of the Company's reporting units, including the forecasting of future operating results, the discount rates and expected future growth rates that it uses in the discounted cash flow method of valuation, and in the selection of comparable businesses that are used in the market approach. If the estimated fair value of the reporting unit exceeds the carrying value assigned to that unit, goodwill is not impaired and no further analysis is required. If the carrying value assigned to a reporting unit exceeds its estimated fair value in the first step, then the Company is required to perform the second step of the impairment test. In this step, the Company assigns the fair value of the reporting unit calculated in step one to all of the assets and liabilities of that reporting unit as if a market participant just acquired the reporting unit in a business combination. The excess of the fair value of the reporting unit determined in the first step of the impairment test over the total amount assigned to the assets and liabilities in the second step of the impairment test represents the implied fair value of goodwill. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of goodwill, the Company would record an impairment loss equal to the difference. |
Capitalized Interest | Capitalized Interest Interest incurred on funds borrowed to finance construction of renewable energy facilities is capitalized until the system is ready for its intended use. |
Financing Lease Obligations | Financing Lease Obligations Certain of the Company's assets were financed with sale-leaseback arrangements. Proceeds received from a sale-leaseback are treated using the deposit method when the sale of the renewable energy facility is not recognizable. A sale is not recognized when the leaseback arrangements include a prohibited form of continuing involvement, such as an option or obligation to repurchase the assets under the Company's master lease agreements. Under these arrangements, the Company does not recognize any profit until the sale is recognizable, which the Company expects will be at the end of the arrangement when the contract is canceled and the initial deposits received are forfeited by the financing party. The Company is required to make rental payments over the course of the leaseback arrangements. These payments are allocated between principal and interest payments using an effective yield method. |
Deferred Financing Costs | Deferred Financing Costs Financing costs incurred in connection with obtaining construction and term financing are deferred and amortized over the maturities of the respective financing arrangements using the effective interest method. As discussed below, as of January 1, 2016, the Company adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs and 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 and reclassified deferred financing costs to be presented as a direct deduction from the carrying amount of the related debt in both the current and prior periods, with the exception of the costs related to the Company's senior secured revolving credit facility, which are still presented as a non-current asset on the balance sheet. Amortization of deferred financing costs is capitalized during construction and recorded as interest expense in the consolidated statements of operations following achievement of commercial operation. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations are accounted for in accordance with ASC 410-20, Asset Retirement Obligations . Retirement obligations associated with renewable energy facilities included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, and for which the timing and/or method of settlement may be conditional on a future event. Asset retirement obligations are recognized at fair value in the period in which they are incurred and the carrying amount of the related renewable energy facility is correspondingly increased. Over time, the liability is accreted to its expected future value. The corresponding renewable energy facility that is capitalized at inception is depreciated over its useful life. Historically, the Company accreted its asset retirement obligations over the term of the related PPA agreement. During the fourth quarter of 2016, the Company revised the accretion period and determined that these obligations should be accreted to expected future value over the remaining useful life of the corresponding renewable energy facility, consistent with the depreciation expense that is recorded on the asset retirement cost recognized within renewable energy facilities and with its estimate of the future timing of settlement. This change in accretion period and related estimate associated with the timing of the original undiscounted cash flows resulted in a $22.2 million reduction in the Company's asset retirement obligation and corresponding renewable energy facility carrying amount as of December 31, 2016. The Company also recorded an adjustment during the fourth quarter of 2016 to reduce previously reported accretion and depreciation expense by $4.4 million as a result of this change. $2.9 million of the accretion and depreciation expense reduction related to amounts previously reported for the year ended December 31, 2015. The quarterly accretion and depreciation expense reduction that related to each of the first three quarters of 2016 was $0.5 million . Management performed an assessment of the balance sheet and income statement impact on its previously issued filings and determined it to be immaterial. The Company generally reviews its asset retirement obligations annually, based on its review of updated cost studies and its evaluation of cost escalation factors. The Company evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the asset retirement obligations. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost to the extent applicable. Effective December 31, 2016, the Company revised its original estimates of the costs and related amount of cash flows for certain of its asset retirement obligations which resulted in a $7.9 million reduction in the asset retirement obligation and related renewable energy facility carrying amount as of December 31, 2016. As this was a prospective change in estimate, there was no impact to accretion or depreciation expense for the year ended December 31, 2016 as a result of this change. |
Revenue Recognition | Revenue Recognition Power Purchase Agreements A significant majority of the Company's revenues are obtained through the sale of energy (based on MW) pursuant to terms of PPAs or other contractual arrangements which have a weighted average remaining life of 15 years as of December 31, 2016 . Most of the Company's PPAs are accounted for as operating leases and have no minimum lease payments. Rental income under these leases is recorded as revenue when the electricity is delivered. Incentive Revenue The Company generates RECs as it produces electricity. RECs are accounted for as government incentives and are not considered output of the underlying renewable energy facilities. These RECs are currently sold pursuant to agreements with SunEdison, unaffiliated third parties and a certain debt holder, and revenue is recognized as the underlying electricity is generated if the sale has been contracted with the customer. The Company also receives performance-based incentives ("PBIs") from public utilities in connection with certain sponsored programs. The Company has a PBI arrangement with the State of California whereby the Company will receive a fixed rate multiplied by the kilowatt hour ("kWh") production on a monthly basis for 60 months. The PBI revenue is recognized as energy is generated over the measurement-period. The Company recognizes revenue based on the rate applicable at the time the energy is created and adjusts the amount recognized when it meets the threshold that qualifies it for the higher rate. PBI in the state of Colorado has a 20 -year term at a fixed-price per kWh produced. The revenue is recognized as energy is generated over the term of the agreement. |
Deferred Revenue | Deferred Revenue Deferred revenue primarily consists of upfront incentives or subsidies received from various state governmental jurisdictions for operating certain of the Company's renewable energy facilities or from the sale of investment tax credits to non-controlling members. The amounts deferred are recognized as revenue on a straight-line basis over the depreciable life of the renewable energy facility or upon the contingency of claw-back of the tax credits resolve as the Company fulfills its obligation to operate these renewable energy facilities. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, which requires that it use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. The Company reports certain of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting in temporary and permanent differences between the Company's financial statements and income tax returns. The tax effects of such temporary differences are recorded as either deferred income tax assets or deferred income tax liabilities in the Company's consolidated balance sheets. The Company measures its deferred income tax assets and deferred income tax liabilities using income tax rates that are currently in effect. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income, which includes the future reversal of existing taxable temporary differences to realize deferred tax assets, net of valuation allowances. A valuation allowance is recorded to reduce the net deferred tax assets to an amount that is more-likely-than-not to be realized. Tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefit recognized from a position that has surpassed the more-likely-than-not threshold is the largest amount of benefit that is more than 50% likely to be realized upon settlement. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense. Changes to existing net deferred tax assets or valuation allowances or changes to uncertain tax benefits are recorded to income tax expense. |
Contingencies | Contingencies The Company is involved in conditions, situations or circumstances in the ordinary course of business with possible gain or loss contingencies that will ultimately be resolved when one or more future events occur or fail to occur. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount will be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range will be accrued. The Company continually evaluates uncertainties associated with loss contingencies and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to the issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; and (ii) the loss or range of loss can be reasonably estimated. Legal costs are expensed when incurred. Gain contingencies are not recorded until realized or realizable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets. Accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as part of a hedging relationship and the type of hedging relationship. The effective portion of changes in fair value of derivative instruments designated as cash flow hedges is reported as a component of other comprehensive (loss) income. Changes in the fair value of these derivatives are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of changes in fair value is recorded as a component of net loss in the consolidated statements of operations. The change in fair value of undesignated derivative instruments is reported as a component of net loss in the consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements The Company performs fair value measurements defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance. In determining fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. Assets and liabilities are categorized within a fair value hierarchy based upon the lowest level of input that is significant to the fair value measurement: • Level 1: Quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company maintains various financial instruments recorded at cost in the consolidated balance sheets that are not required to be recorded at fair value. For cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities and due to SunEdison, net, the carrying amount approximates fair value because of the short-term maturity of the instruments. See Note 14 . Fair Value of Financial Instruments for disclosures related to the fair value of the Company's derivative instruments and long-term debt. |
Foreign Operations | Foreign Operations The Company's reporting currency is the U.S. dollar. Certain of the Company's subsidiaries maintain their records in local currencies other than the U.S. dollar, which are their functional currencies. When a subsidiary’s local currency is considered its functional currency, the Company translates its assets and liabilities to U.S. dollars using exchange rates in effect at the balance sheet date and its revenue and expense accounts to U.S. dollars at average exchange rates for the period. Translation adjustments are reported in accumulated other comprehensive income in stockholders’ equity. Transaction gains and losses and changes in fair value of the Company's foreign exchange derivative contracts not accounted for under hedge accounting are included in results of operations as incurred. |
Business Combinations | Business Combinations The Company accounts for its business combinations by recognizing in the financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquiree at fair value at the acquisition date. The Company also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, acquisition costs related to business combinations are expensed as incurred. When the Company acquires renewable energy facilities, the purchase price is allocated to (i) the acquired tangible assets and liabilities assumed, primarily consisting of land, plant and long-term debt, (ii) the identified intangible assets and liabilities, primarily consisting of the value of favorable and unfavorable rate PPAs and REC agreements and the in-place value of market rate PPAs, (iii) non-controlling interests, and (iv) other working capital items based in each case on their fair values. The Company generally uses independent appraisers to assist with the estimates and methodologies used such as a replacement cost approach, or an income approach or excess earnings approach. Factors considered by the Company in its analysis include considering current market conditions and costs to construct similar facilities. The Company also considers information obtained about each facility as a result of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired or assumed. In estimating the fair value the Company also establishes estimates of energy production, current in-place and market power purchase rates, tax credit arrangements and operating and maintenance costs. A change in any of the assumptions above, which are subjective, could have a significant impact on the results of operations. The allocation of the purchase price directly affects the following items in the consolidated financial statements: • The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the balance sheet; • The amounts allocated to the value of favorable and unfavorable rate PPAs and REC agreements are amortized to revenue over the remaining non-cancelable terms of the respective arrangement. The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate O&M contracts which are amortized to cost of operations; and • The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company's results of operations. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing net loss attributable to Class A common stockholders by the number of weighted average ordinary shares outstanding during the period. Net loss attributable to Class A common stockholders is reduced by the amount of deemed dividends related to the accretion of redeemable non-controlling interest and dividends paid on Class A shares and participating RSAs. Diluted loss per share is computed by adjusting basic loss per share for the impact of weighted average dilutive common equivalent shares outstanding during the period. Common equivalent shares represent the incremental shares issuable for unvested restricted Class A common stock and redeemable shares of Class B and Class B1 common stock. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for all share-based payment awards to employees who provide services to the Company is based on the estimated grant-date fair value. The Company recognizes these compensation costs net of an estimated forfeiture rate for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. For ratable awards, the Company recognizes compensation costs for all grants on a straight-line basis over the requisite service period of the entire award. |
Assets Held for Sale | 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 costs 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 costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs 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 sale prices require significant judgment because the current market is highly sensitive to changes in economic conditions. The Company estimates 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. When assets are classified as held for sale, the Company does not record depreciation or amortization for the respective renewable energy facilities or intangibles. |
Recent Accounting Developments | Recent Accounting Developments In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , 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. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies how to apply the implementation guidance on principal versus agent considerations related to the sale of goods or services to a customer as updated by ASU No. 2014-09. ASU No. 2014-09 and ASU No. 2016-08 will become effective for the Company on January 1, 2018. Early application is permitted but not before January 1, 2017. ASU No. 2014-09 and ASU No. 2016-08 permit the use of either the retrospective or modified retrospective method. The Company is working through an adoption plan which includes the evaluation of revenue contracts compared to the new standards and evaluating the impact of the new standards on the Company's consolidated financial statements and related disclosures. The Company does not plan to adopt these standards prior to January 1, 2018. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which requires an entity’s management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 is effective for interim and annual periods ending after December 15, 2016, with early adoption permitted for interim and annual reporting periods for which the financial statements have not been previously issued. The adoption of ASU No. 2014-15 on December 31, 2016 had no impact on the Company's consolidated financial statements, only the related disclosures. Refer to Note 1. Nature of Operations and Basis of Presentation for disclosures regarding management's evaluation of whether there is substantial doubt about the Company's ability to continue as a going concern. 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 $39.4 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 December 31, 2016 and 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 No. 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. 2016-06, Derivatives and Hedging (Topic 815) , which clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASC paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. This standard is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The amendments in this update should be applied on a modified retrospective basis. The Company is currently evaluating the effect of this standard on its consolidated financial statements. 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 an 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 No. 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are under Common Control . ASU No. 2016-17 updates ASU No. 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 No. 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 does not expect this standard to have an impact on its consolidated financial statements. In November 2016, the FASB issued ASU No. 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 No. 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 No. 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 No. 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 No. 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 No. 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to ASU No. 2014-09. The adoption of ASU No. 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 No. 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 No. 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 No. 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. In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . This ASU is meant to clarify the scope of ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets. ASU No. 2017-05 is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance and is effective at the same time as ASU No. 2014-09. Further, the Company is required to adopt ASU No. 2017-05 at the same time that it adopts the guidance in ASU No. 2014-09. The Company is currently evaluating the effect of this standard on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendment clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance is expected to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Changes to the terms or conditions of a share-based payment award that do not impact the fair value of the award, vesting conditions and the classification as an equity or liability instrument will not need to be assessed under modification accounting. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. 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. |
Transactions Between Entities33
Transactions Between Entities Under Common Control (Tables) | 12 Months Ended |
Dec. 31, 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 2015 Form 10-K to current portion of long-term debt and financing lease obligations within the consolidated balance sheet included in this Form 10-K. 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 2. Summary of Significant Accounting Policies for further discussion. The following table presents changes to the Company's previously reported consolidated statement of cash flows for the year ended December 31, 2015 included in the Company's 2015 Annual Report on Form 10-K: (In thousands) As Reported Recast Adjustments As Recasted Cash flows from investing activities: Cash paid to third parties for renewable energy facility construction $ (617,649 ) $ (29,912 ) $ (647,561 ) Change in net cash used in investing activities (29,912 ) Cash flows from financing activities: Borrowings of non-recourse long-term debt 1,425,033 25,674 1,450,707 Principal payments on non-recourse long-term debt (515,514 ) (2,086 ) (517,600 ) Due to SunEdison, net (145,247 ) 6,324 (138,923 ) Change in net cash provided by financing activities 29,912 Net increase in cash and cash equivalents 160,442 — 160,442 Effect of exchange rate changes on cash and cash equivalents (2,401 ) — (2,401 ) Cash and cash equivalents at beginning of period 468,554 — 468,554 Cash and cash equivalents at end of period $ 626,595 $ — $ 626,595 |
Transactions Under Common Control, Summary of Acquisitions | The following tables summarize the renewable energy facilities acquired by the Company from SunEdison through a series of transactions during the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 As of December 31, 2016 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 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 December 31, 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. Year Ended December 31, 2015 As of December 31, 2015 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 3 Debt Transferred 4 Distributed Generation Solar U.S. 91.5 74 $ 155,573 $ 2,600 $ — $ — Residential Solar U.S. 12.9 1,806 25,053 — — — Utility Solar U.S. 54.8 9 69,868 14,341 — 14,475 Utility Solar U.K. 214.3 14 150,595 — 205,587 — Utility Wind U.S. 200.0 1 127,000 — — — Total 573.5 1,904 $ 528,089 $ 16,941 $ 205,587 $ 14,475 ———— (1) Represents the amount paid to SunEdison as of December 31, 2015. Excludes aggregated tax equity partner payments of $363.6 million to SunEdison, of which $0.7 million was refunded to the respective tax equity partner for one of the acquired projects in 2016. (2) Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $9.2 million due to SunEdison, which were paid during the first quarter of 2016. (3) Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11 . Long-term Debt ). (4) Represents debt recorded on the Company's balance sheet as of December 31, 2015. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by the Company and the tax equity partner to SunEdison for the acquisition of these facilities. Year Ended December 31, 2014 As of December 31, 2014 Facility Category Type Location Nameplate Capacity (MW) Number of Sites Cash Paid 1 Cash Due to SunEdison 2 Debt Assumed 3 Debt Transferred Distributed Generation Solar U.S. 25.7 21 $ 33,386 $ 11,854 $ — $ — Utility Solar U.K. 50.0 2 32,181 — 61,982 — Total 75.7 23 $ 65,567 $ 11,854 $ 61,982 $ — ———— (1) Represents the amount paid to SunEdison as of December 31, 2014. Excludes aggregated tax equity partner payments of $17.2 million to SunEdison. (2) Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison. $8.0 million was paid to SunEdison during 2015 and $3.9 million was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $2.1 million due to SunEdison and subsequently paid. (3) Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11 . Long-term Debt ). |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheet as of December 31, 2016 : (In thousands) U.K. Portfolio Residential Portfolio Total Assets held for sale: Restricted cash $ 53,604 $ 1,202 $ 54,806 Accounts receivable, net 4,952 300 5,252 Prepaid expenses and other current assets 1,295 170 1,465 Total current assets held for sale 59,851 1,672 61,523 Renewable energy facilities, net 529,154 19,534 548,688 Intangible assets, net 1,480 — 1,480 Other assets 2,103 — 2,103 Total non-current assets held for sale 532,737 19,534 552,271 Total assets held for sale $ 592,588 $ 21,206 $ 613,794 Liabilities related to assets held for sale: Current portion of long-term debt $ 14,510 $ 175 $ 14,685 Accounts payable, accrued expenses and other current liabilities 5,980 245 6,225 Deferred revenue — 10 10 Due to SunEdison, net 692 186 878 Total current liabilities related to assets held for sale 21,182 616 21,798 Long-term debt, less current portion 349,687 4,190 353,877 Deferred revenue, less current portion — 246 246 Asset retirement obligations 39,563 287 39,850 Other long-term liabilities 16,786 — 16,786 Total non-current liabilities related to assets held for sale 406,036 4,723 410,759 Total liabilities related to assets held for sale $ 427,218 $ 5,339 $ 432,557 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Assets and Liabilities of Purchased Renewable Generation Facilities | The estimated acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to these business combinations as of December 31, 2014, were as follows: Capital Other (In thousands) Dynamics Mt. Signal Acquisitions Renewable energy facilities in service $ 200,712 $ 649,005 $ 245,828 Accounts receivable 4,511 11,617 11,251 Intangible assets 83,114 117,925 140,248 Deferred income taxes 22,129 — — Restricted cash 15 22,165 14,688 Other assets 687 12,621 4,987 Total assets acquired 311,168 813,333 417,002 Accounts payable, accrued expenses and other current liabilities 5,925 24,813 7,410 Long-term debt, including current portion — 413,464 137,472 Deferred income taxes 25,191 — 892 Asset retirement obligations 6,749 4,656 18,058 Total liabilities assumed 37,865 442,933 163,832 Redeemable non-controlling interest 16,600 — 7,738 Non-controlling interest — 78,745 2,175 Purchase price, net of cash acquired $ 256,703 $ 291,655 $ 243,257 The final amounts for this acquisition are included in the table directly below. The opening balance sheet errors, including the income statement impact, were corrected in the fourth quarter of 2016. The income statement impact resulted in an increase to depreciation expense and a net decrease to amortization expense. If the errors had been corrected in the second quarter of 2016, it would have resulted in a $0.4 million decrease in the net loss for the three and six months ended June 30, 2016 reported in the Form 10-Q for the second quarter of 2016 and a $0.4 million and $0.8 million decrease, respectively, in the net loss for the three and nine months ended September 30, 2016 reported in the Form 10-Q for the third quarter of 2016. Management performed an assessment of the balance sheet and income statement impact on its previously issued second and third quarter filings and determined it to be immaterial. Invenergy Wind 2015 Final (In thousands) As of June 30, 2016 Q4 2016 Corrections As of December 31, 2016 Renewable energy facilities $ 1,477,888 $ 45,903 $ 1,523,791 Accounts receivable 25,811 — 25,811 Intangible assets 748,300 (37,000 ) 711,300 Restricted cash 31,247 — 31,247 Derivative assets 32,311 — 32,311 Other assets 20,148 — 20,148 Total assets acquired 2,335,705 8,903 2,344,608 Accounts payable, accrued expenses and other current liabilities 23,195 3,041 26,236 Long-term debt, including current portion 531,221 — 531,221 Deferred income taxes 242 — 242 Asset retirement obligations 47,346 — 47,346 Other long-term liabilities 6,004 5,000 11,004 Total liabilities assumed 608,008 8,041 616,049 Redeemable non-controlling interest 140,635 (7,138 ) 133,497 Non-controlling interest 308,000 8,000 316,000 Purchase price, net of cash acquired $ 1,279,062 $ — $ 1,279,062 The acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to business combinations as of December 31, 2015, were as follows: 2015 Preliminary 2015 Final 2014 Final (In thousands) Invenergy Wind First Wind Other First Wind 1 Northern Lights Integrys Other Mt. Signal Capital Dynamics Other Renewable energy facilities in service $ 1,486,746 $ 795,462 $ — $ 62,018 $ 69,935 $ 7,931 $ 649,570 $ 190,352 $ 256,912 Construction in progress — — 264,858 — — 28,878 — — — Accounts receivable 25,811 30,031 — 1,361 2,610 — 11,687 8,331 9,906 Intangible assets 748,300 123,600 — 39,000 28,966 12,454 119,767 74,236 120,624 Goodwill — — — — — — — 55,874 — Deferred income taxes — — — — — — — — — Restricted cash 31,247 7,240 60 — 827 — 22,165 15 14,720 Derivative assets 32,311 44,755 — — — — — — — Other assets 12,070 5,873 — 11 234 200 12,621 348 9,552 Total assets acquired 2,336,485 1,006,961 264,918 102,390 102,572 49,463 815,810 329,156 411,714 Accounts payable, accrued expenses and other current liabilities 23,195 9,854 442 440 409 1,854 22,725 1,478 3,016 Long-term debt, including current portion 531,221 47,400 72,881 — 15,882 — 413,464 — 136,156 Deferred income taxes 242 — — — — — — 25,129 927 Asset retirement obligations 47,346 19,890 — 818 5,730 509 4,656 13,073 17,374 Other long-term liabilities 6,004 18,562 23,237 — 5,786 — — 12,100 5,242 Total liabilities assumed 608,008 95,706 96,560 1,258 27,807 2,363 440,845 51,780 162,715 Redeemable non-controlling interest 141,415 3,076 — — — 8,298 — 20,194 2,250 Non-controlling interest 308,000 96,624 — — 4,045 — 83,310 — 2,000 Purchase price, net of cash acquired $ 1,279,062 $ 811,555 $ 168,358 $ 101,132 $ 70,720 $ 38,802 $ 291,655 $ 257,182 $ 244,749 ———— (1) Represents renewable energy facilities with a combined nameplate capacity of 222.6 MW acquired from SunEdison during the year ended December 31, 2015. These facilities were acquired by SunEdison from First Wind on January 29, 2015. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair value and weighted average amortization period of acquired intangible assets and liabilities as of the acquisition date for transactions closed during 2014. The fair values in the table below reflect the final acquisition accounting balances. The preliminary acquisition accounting as of December 31, 2014 reflected all intangible values as favorable rate revenue contracts with the exception of Mt. Signal, which was valued as an in-place market rate revenue contract. Fair Value (In thousands) Mt. Signal Capital Other Intangible assets Favorable rate revenue contracts $ — $ 26,000 $ 70,179 In-place value of market rate revenue contracts 119,767 48,236 50,445 Intangible liabilities Unfavorable rate revenue contracts — 12,100 — Weighted Average Amortization Period 1 (In years) Mt. Signal Capital Other Intangible assets Favorable rate revenue contracts — 18 19 In-place value of market rate revenue contracts 25 23 15 Intangible liabilities Unfavorable rate revenue contracts — 7 — ———— (1) For purposes of this disclosure, the weighted average amortization period is determined based on a weighting of the individual intangible fair values against the total fair value for each major intangible asset and liability class. The following table summarizes the final fair value and weighted average amortization period of acquired intangible assets and liabilities as of the acquisition date for transactions closed during 2015. The acquisition accounting was finalized during 2015 for all 2015 acquisitions, with the exception of Invenergy Wind, which was finalized in 2016. The final intangibles fair value reflects the following changes from the initial opening balance sheet for Invenergy; a decrease of $2.7 million to favorable rate revenue contracts, a decrease of $34.3 million to the in-place value of market rate revenue contracts and an increase of $5.0 million to unfavorable rate O&M contracts. Fair Value (In thousands) Invenergy First Northern Integrys Other Intangible assets Favorable rate revenue contracts $ 547,300 $ 3,900 $ 39,000 $ 21,168 $ 12,454 In-place value of market rate revenue contracts 164,000 103,900 — 7,798 — Favorable rate land leases — 15,800 — — — Intangible liabilities Unfavorable rate revenue contracts — 17,200 — 5,786 — Unfavorable rate O&M contracts 5,000 — — — — Unfavorable rate land lease — 1,000 — — — Weighted Average Amortization Period 1 (In years) Invenergy First Northern Integrys Other Intangible assets Favorable rate revenue contracts 17 3 18 12 20 In-place value of market rate revenue contracts 22 18 — 22 — Favorable rate land leases — 20 — — — Intangible liabilities Unfavorable rate revenue contracts — 6 — 19 — Unfavorable rate O&M contracts 4 — — — — Unfavorable rate land lease — 18 — — — ———— (1) For purposes of this disclosure, the weighted average amortization period is determined based on a weighting of the individual intangible fair values against the total fair value for each major intangible asset and liability class. |
Business Acquisition, Pro Forma Information | The unaudited pro forma supplementary data presented in the table below gives effect to the significant 2015 acquisitions, Invenergy Wind, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2014. Additionally, the table below gives effect to the significant 2014 acquisitions, Capital Dynamics and Mt. Signal, as if these transactions had occurred on January 1, 2013. 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 date. Year Ended December 31, (In thousands, unaudited) 2015 2014 Total operating revenues, net $ 605,441 $ 427,098 Net loss (128,588 ) (102,010 ) |
Renewable Energy Facilities (Ta
Renewable Energy Facilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Renewable Energy Facilities | Renewable energy facilities, net consists of the following: (In thousands) December 31, 2016 December 31, 2015 Renewable energy facilities in service, at cost $ 5,354,883 $ 5,906,154 Less accumulated depreciation - renewable energy facilities (364,756 ) (187,874 ) Renewable energy facilities in service, net 4,990,127 5,718,280 Construction in progress - renewable energy facilities 3,124 115,954 Total renewable energy facilities, net $ 4,993,251 $ 5,834,234 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | Activity in asset retirement obligations for the years ended December 31, 2016 , 2015 and 2014 was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Balance as of the beginning of the year $ 215,146 $ 78,175 $ 13,005 Additional obligations from renewable energy facilities achieving commercial 2,132 52,181 34,414 Revisions in estimates for current obligations 1 (7,920 ) — — Adjustment related to change in accretion period 2 (22,204 ) — — Assumed through acquisition 136 74,293 29,450 Acquisition accounting adjustments related to prior year acquisitions — 5,640 — Accretion expense 8,992 7,209 2,109 Reclassification to non-current liabilities related to assets held for sale (39,850 ) — — Currency translation adjustment (7,857 ) (2,352 ) (803 ) Balance as of the end of the year $ 148,575 $ 215,146 $ 78,175 ———— (1) As discussed in Note 2. Summary of Significant Accounting Policies , effective December 31, 2016, the Company revised its original estimates of the costs and related amount of cash flows for certain of its asset retirement obligations. (2) As discussed in Note 2. Summary of Significant Accounting Policies , the Company revised the accretion period for its asset retirement obligations from the term of the related PPA agreement to the remaining useful life of the corresponding renewable energy facility, consistent with the period over which depreciation expense is recorded on the corresponding asset retirement cost recognized within renewable energy facilities and with its estimate of the future timing of settlement. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are presented in the table below: Distributed Generation reporting unit Year Ended December 31, (In thousands) 2016 2015 Balance as of the beginning of the year $ 55,874 $ — Goodwill acquired — 55,874 Impairment (55,874 ) — Balance as of the end of the year $ — $ 55,874 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets | The following table presents the gross carrying amount, accumulated amortization and net book value of intangibles as of December 31, 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 $ 714,758 $ (57,634 ) $ 657,124 In-place value of market rate revenue contracts 20 years 518,003 (47,284 ) 470,719 Favorable rate land leases 18 years 15,800 (1,531 ) 14,269 Total intangible assets, net $ 1,248,561 $ (106,449 ) $ 1,142,112 Unfavorable rate revenue contracts 7 years $ 35,086 $ (10,541 ) $ 24,545 Unfavorable rate O&M contracts 3 years 5,000 (1,302 ) 3,698 Unfavorable rate land lease 16 years 1,000 (107 ) 893 Total intangible liabilities, net $ 41,086 $ (11,950 ) $ 29,136 The following table presents the gross carrying amount, accumulated amortization and net book value 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Over the next five fiscal years, the Company expects to recognize annual amortization on its intangibles as follows: (In thousands) 2017 2018 2019 2020 2021 Favorable rate revenue contracts $ 44,880 $ 43,932 $ 43,846 $ 43,846 $ 42,147 Unfavorable rate revenue contracts (5,490 ) (4,956 ) (4,845 ) (2,620 ) (1,379 ) Total net amortization expense recorded to operating revenues, net $ 39,390 $ 38,976 $ 39,001 $ 41,226 $ 40,768 In-place value of market rate revenue contracts $ 25,366 $ 25,366 $ 25,366 $ 25,366 $ 25,366 Total amortization expense recorded to depreciation, accretion and amortization expense $ 25,366 $ 25,366 $ 25,366 $ 25,366 $ 25,366 Favorable rate land leases $ 799 $ 799 $ 799 $ 799 $ 799 Unfavorable rate O&M contracts (1,250 ) (1,250 ) (1,198 ) — — Unfavorable rate land lease (56 ) (56 ) (56 ) (56 ) (56 ) Total net amortization recorded to cost of operations $ (507 ) $ (507 ) $ (455 ) $ 743 $ 743 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets are as follows: (In thousands) December 31, 2016 December 31, 2015 Current assets $ 191,244 $ 180,287 Non-current assets 4,351,635 4,584,886 Total assets $ 4,542,879 $ 4,765,173 Current liabilities $ 638,452 $ 1,043,892 Non-current liabilities 514,464 202,629 Total liabilities $ 1,152,916 $ 1,246,521 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consists of the following: (In thousands, except rates) December 31, 2016 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 Senior notes Senior Notes due 2025 300,000 300,000 Fixed 6.63 Senior notes Revolver 552,000 655,000 Variable 3.92 Revolving loan Non-recourse long-term debt 3 : Permanent financing 2,078,009 2,546,864 Blended 4 5.96 5 Term debt / Senior notes Construction financing — 38,063 Variable N/A Construction debt Financing lease obligations 123,930 136,594 Imputed 5.63 5 Financing lease obligations Total principal due for long-term debt and financing lease obligations 4,003,939 4,626,521 5.82 5 Unamortized discount, net (13,620 ) (20,821 ) Deferred financing costs, net 6 (39,405 ) (43,051 ) Less current portion of long-term debt and financing lease obligations 7 (2,212,968 ) (2,037,919 ) Long-term debt and financing lease obligations, less current portion 8 $ 1,737,946 $ 2,524,730 ——— (1) As of December 31, 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) 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. (4) Includes variable rate debt and fixed rate debt. As of December 31, 2016 , 52% of this balance had a variable interest rate and the remaining 48% 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 13 . Derivatives ). (5) Represents the weighted average interest rate as of December 31, 2016 . (6) 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 2. Summary of Significant Accounting Policies . (7) As of December 31, 2016 , the Company reclassified $14.7 million from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale in the consolidated balance sheet (see Note 4 . Assets Held for Sale ), which represents non-recourse debt for the U.K. Portfolio and portfolio of residential rooftop solar assets held for sale as of December 31, 2016. (8) As of December 31, 2016, the Company reclassified $353.9 million from long-term debt and financing lease obligations, less current portion to non-current liabilities related to assets held for sale in the consolidated balance sheet (see Note 4 . Assets Held for Sale ), which represents non-recourse debt for the U.K. Portfolio and portfolio of residential rooftop solar assets held for sale as of December 31, 2016. |
Schedule of Future Minimum Lease Payments for Capital Leases | The aggregate amounts of minimum lease payments on the Company's financing lease obligations are $123.9 million . Contractual obligations for 2017 through 2021 and thereafter, are as follows: (In thousands) 2017 2018 2019 2020 2021 Thereafter Total Minimum lease obligations 1 $ 9,449 $ 9,090 $ 18,496 $ 8,821 $ 9,002 $ 69,072 $ 123,930 ——— (1) Represents the minimum lease payment due dates for the Company's financing lease obligations and does not reflect the reclassification of $49.7 million of financing lease obligations to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements. |
Schedule of Maturities of Long-term Debt | The aggregate contractual payments of long-term debt due after December 31, 2016 , excluding financing lease obligations and amortization of debt discounts, premiums and deferred financing costs, as stated in the financing agreements, are as follows: (In thousands) 2017 1 2018 2019 2020 2021 Thereafter Total Maturities of long-term debt as of December 31, 2016 2 $ 735,996 $ 100,640 $ 431,082 $ 87,575 $ 90,881 $ 2,433,835 $ 3,880,009 ——— (1) Includes $552.0 million of Revolver indebtedness as management currently intends to repay this indebtedness during 2017. Also includes $100.0 million prepayment for the Midco Portfolio Term Loan, which the Company agreed to pay in June of 2017 in connection with obtaining (i) a waiver to extend the 2016 audited project financial statement deadline under the loan agreement and (ii) a waiver of the change of control default that would arise under the loan agreement as a result of the Merger until, in the case of the change of control waiver, the date that is the earlier of three months following the closing of the Merger and March 31, 2018. This prepayment was made using a portion of the proceeds the Company received from the sale of the U.K. Portfolio as discussed in Note 4 . Assets Held for Sale . (2) Represents the contractual principal payment due dates for the Company's long-term debt and does not reflect the reclassification of $1.5 billion of long-term debt to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements, except for the $100.0 million prepayment discussed directly above. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consisted of the following: (In thousands) Current Deferred Total Year ended December 31, 2016 U.S. federal $ 66 $ (103 ) $ (37 ) State and local 53 (1,109 ) (1,056 ) Foreign — 1,587 1,587 Total expense $ 119 $ 375 $ 494 Tax expense in equity — 406 406 Total $ 119 $ 781 $ 900 Year ended December 31, 2015 U.S. federal $ 98 $ (12,507 ) $ (12,409 ) State and local — (1,182 ) (1,182 ) Foreign 158 192 350 Total expense (benefit) $ 256 $ (13,497 ) $ (13,241 ) Tax expense in equity — 14,627 14,627 Total $ 256 $ 1,130 $ 1,386 Year ended December 31, 2014 U.S. federal $ 84 $ (3,554 ) $ (3,470 ) State and local — (213 ) (213 ) Foreign — (1,006 ) (1,006 ) Total expense (benefit) $ 84 $ (4,773 ) $ (4,689 ) Tax benefit in equity — (3,616 ) (3,616 ) Total $ 84 $ (8,389 ) $ (8,305 ) |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to loss before income taxes, as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % Increase (reduction) in income taxes: State income taxes, net of U.S. federal benefit (5.9 )% 1.0 % 1.0 % Foreign operations (1.5 )% 9.9 % 1.4 % Non-controlling interest (15.9 )% (20.6 )% (15.8 )% Goodwill impairment (6.2 )% — % — % Stock-based compensation — % (2.2 )% (2.2 )% Change in valuation allowance (4.7 )% (17.7 )% (8.8 )% Other (1.0 )% 0.6 % (5.2 )% Effective tax benefit rate (0.2 )% 6.0 % 5.4 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the major items recorded as deferred tax assets and liabilities were as follows: As of December 31, (In thousands) 2016 2015 Deferred tax assets: Net operating losses and tax credit carryforwards $ 463,940 $ 217,834 Investment in partnership — 123,253 Deferred revenue 743 743 Renewable energy facilities — 11,667 Other 5,445 — Total deferred tax assets 470,128 353,497 Valuation allowance (419,875 ) (333,858 ) Net deferred tax assets 50,253 19,639 Deferred tax liabilities: Investment in partnership 73,629 45,269 Renewable energy facilities 4,347 — Other — 1,000 Total deferred tax liabilities 77,976 46,269 Net deferred tax liabilities $ 27,723 $ 26,630 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2016 and 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 December 31, 2016 Prepaid expenses and other current assets $ 1,150 $ 3,664 $ — $ 953 $ 12,028 $ 17,795 $ — $ 17,795 Other assets 411 62,474 — 460 25,167 88,512 — 88,512 Total assets $ 1,561 $ 66,138 $ — $ 1,413 $ 37,195 $ 106,307 $ — $ 106,307 Accounts payable, accrued expenses and other current liabilities $ 10,689 $ — $ 814 $ — $ — $ 11,503 $ — $ 11,503 Liabilities related to assets held for sale — — 4,041 — — 4,041 — 4,041 Other long-term liabilities 47 — — — — 47 — 47 Non-current liabilities related to assets held for sale — — 16,786 — — 16,786 — 16,786 Total liabilities $ 10,736 $ — $ 21,641 $ — $ — $ 32,377 $ — $ 32,377 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, accrued expenses 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 December 31, 2016 and 2015 , notional amounts for derivative instruments consisted of the following: Notional Amount as of (In thousands) December 31, 2016 December 31, 2015 Derivatives designated as hedges: Interest rate swaps (USD) 433,874 468,067 Interest rate swaps (CAD) 84,713 — Interest rate swaps (GBP) — 222,018 Commodity contracts (MWhs) 16,988 18,401 Derivatives not designated as hedges: Interest rate swaps (USD) 14,681 15,794 Interest rate swaps (GBP) 222,018 — Foreign currency contracts (GBP) — 112,168 Foreign currency contracts (CAD) 25,075 40,566 Commodity contracts (MWhs) 1,407 1,828 |
Gain (loss) of Derivative Instruments | Gains and losses on derivatives not designated as hedges for the years ended December 31, 2016 , 2015 and 2014 consisted of the following: Location of Loss (Gain) in the Statements of Operations Year Ended December 31, (In thousands) 2016 2015 2014 Interest rate swaps Interest expense, net $ 26,280 $ 345 $ 1,279 Foreign currency contracts Loss on foreign currency exchange, net (1,325 ) (3,600 ) (1,126 ) Commodity contracts Operating revenues, net (10,890 ) (10,178 ) — |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | Gains and losses recognized related to interest rate swaps and commodity contracts designated as cash flow hedges for the years ended December 31, 2016 , 2015 and 2014 consisted of the following: Year Ended December 31, Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes 1 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 2014 2016 2015 2014 2016 2015 2014 Interest rate swaps $ (20,360 ) $ (11,482 ) $ (1,925 ) Interest expense, net $ 11,618 $ 4,663 $ — $ — $ — $ — Commodity contracts 20,274 38,395 — Operating revenues, net (12,572 ) — — 5,121 — — Total $ (86 ) $ 26,913 $ (1,925 ) $ (954 ) $ 4,663 $ — $ 5,121 $ — $ — ———— (1) Net of taxes of $0.4 million and $14.6 million attributed to commodity contracts during the years ended December 31, 2016 and 2015, respectively. There were no taxes attributed to interest rate swaps during the years ended December 31, 2016, 2015 and 2014. |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 As of December 31, 2015 Assets Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swaps $ — $ 1,561 $ — $ 1,561 $ — $ 487 $ — $ 487 Commodity contracts — 37,195 66,138 103,333 — 43,341 63,154 106,495 Foreign currency contracts — 1,413 — 1,413 — 5,190 — 5,190 Total derivative assets $ — $ 40,169 $ 66,138 $ 106,307 $ — $ 49,018 $ 63,154 $ 112,172 Liabilities Interest rate swaps $ — $ 32,377 $ — $ 32,377 $ — $ 20,185 $ — $ 20,185 Foreign currency contracts — — — — — 2,326 — 2,326 Total derivative liabilities $ — $ 32,377 $ — $ 32,377 $ — $ 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 for the years ended December 31, 2016 and 2015: Year Ended December 31, (In thousands) 2016 2015 Beginning balance $ 63,154 $ — Realized and unrealized gains (losses): Included in Other Comprehensive Income 8,104 53,022 Included in Operating revenues 7,451 — Purchases (acquisition of commodity contracts) — 10,132 Settlements (12,571 ) — Balance as of December 31 $ 66,138 $ 63,154 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 December 31, 2016 are as follows: (In thousands, except range) Fair Value as of December 31, 2016 Transaction Type Assets Liabilities Valuation Technique Unobservable Inputs Range Commodity contracts - power $ 66,138 $ — Discounted cash flow Forward price (per MWh) $ 14.4 - $ 73.4 Option model Volatilities 3.0 % - 8.2 % 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 December 31, 2016 and 2015 is as follows: As of December 31, 2016 As of December 31, 2015 (In thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion $ 3,950,914 $ 4,080,397 $ 4,562,649 $ 4,357,322 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | As of December 31, 2016 , the following shares of TerraForm Power were outstanding: Share Class: Shares Outstanding Shareholder(s) Class A common stock 92,223,089 * Class B common stock 48,202,310 SunEdison Total Shares 140,425,399 ——— * 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 253,687 shares of common stock held in treasury. The total par value of Class A common stock reflected on the consolidated balance sheet and consolidated statement of stockholders' equity as of December 31, 2016 includes 253,687 shares of stock held in treasury and excludes 459,800 shares of unvested restricted Class A common stock awards (see Note 16. Stock-based Compensation ). |
Dividends Declared | The following table presents cash dividends declared on Class A common stock during 2015 and 2014. TerraForm Power has not declared or paid a dividend since the quarterly dividend for the third quarter of 2015. 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 believed it was prudent to defer any decisions on paying dividends to its shareholders for the time being. Dividends per Share Declaration Date Record Date Payment Date 2015: Third Quarter $ 0.3500 November 9, 2015 December 1, 2015 December 15, 2015 Second Quarter 0.3350 August 6, 2015 September 1, 2015 September 15, 2015 First Quarter 0.3250 May 7, 2015 June 1, 2015 June 15, 2015 2014: Fourth Quarter 0.2700 December 22, 2014 March 2, 2015 March 16, 2015 Third Quarter 1 0.1717 October 27, 2014 December 1, 2014 December 15, 2014 ——— (1) This amount represented a quarterly dividend of $0.2257 per share, prorated to adjust for a partial quarter as the Company consummated its IPO on July 23, 2014. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and changes during the year then ended: 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 ) 0.68 Balance as of December 31, 2016 366,195 $ 8.51 $ 4.7 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table presents information regarding outstanding RSUs as of December 31, 2016 and changes during the year then ended: Number of RSUs Outstanding Aggregate Intrinsic Value (in millions) Weighted Average Remaining Balance at January 1, 2016 3,208,394 Granted 439,595 Converted (488,076 ) Forfeited (1,536,960 ) Balance as of December 31, 2016 1,622,953 20.8 1.1 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents information regarding outstanding stock options as of December 31, 2016 and changes during the year 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 December 31, 2016 — $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2016 , 2015 and 2014 was calculated as follows: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 2014 Basic and diluted loss per share 1 : Net loss attributable to Class A common stockholders $ (129,847 ) $ (79,886 ) $ (25,617 ) Less: accretion of redeemable non-controlling interest (3,962 ) — — Less: dividends paid on Class A shares and participating RSAs — (74,377 ) — Undistributed loss attributable to Class A shares $ (133,809 ) $ (154,263 ) $ (25,617 ) Weighted average basic and diluted Class A shares outstanding 90,815 65,883 29,602 Distributed earnings per share $ — $ 1.09 $ — Undistributed loss per share (1.47 ) (2.34 ) (0.87 ) Basic and diluted loss per share $ (1.47 ) $ (1.25 ) $ (0.87 ) ——— (1) The computations for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2016 exclude 459,800 of unvested RSAs and 1,622,953 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 year ended December 31, 2015 exclude 1,334,158 of unvested RSAs, 3,208,394 of unvested RSUs and 56,250 vested and exercisable options to purchase the Company's shares because the effect would have been anti-dilutive, and the computations for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2014 exclude 3,485,155 of unvested RSAs, 825,943 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) | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest | The following table presents the non-controlling interest balances reported in stockholders’ equity in the consolidated balance sheets as of December 31, 2016 and 2015 : (In thousands) December 31, 2016 December 31, 2015 SunEdison's non-controlling interest in Terra LLC $ 660,799 $ 897,409 Non-controlling interests in renewable energy facilities 804,243 858,117 Total non-controlling interests $ 1,465,042 $ 1,755,526 |
Redeemable Noncontrolling Interest | The following table presents the activity of the redeemable non-controlling interest balance for the years ended December 31, 2016 , 2015 and 2014: Redeemable Non-controlling Interests (In thousands) Capital Retained Earnings Total Balance as of December 31, 2013 $ — $ — $ — Consolidation of redeemable non-controlling interests in acquired renewable energy facilities 24,338 — 24,338 Balance as of December 31, 2014 $ 24,338 $ — $ 24,338 Consolidation of redeemable non-controlling interests in acquired renewable energy facilities 151,408 — 151,408 Sale of membership interests in renewable energy facilities 3,032 — 3,032 Repurchase of non-controlling interest in renewable energy facility (8,504 ) — (8,504 ) Distributions (2,764 ) — (2,764 ) Currency translation adjustment (311 ) — (311 ) Net income — 8,512 8,512 Balance as of December 31, 2015 $ 167,199 $ 8,512 $ 175,711 Sale of membership interests in renewable energy facilities 1,011 — 1,011 Distributions (10,764 ) — (10,764 ) Acquisition accounting adjustment to redeemable non-controlling interest in acquired renewable energy facility (7,918 ) — (7,918 ) Accretion of redeemable non-controlling interest 3,962 — 3,962 Net income — 18,365 18,365 Balance as of December 31, 2016 $ 153,490 $ 26,877 $ 180,367 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table summarizes the Company's future commitments under operating leases as of December 31, 2016 : (in thousands) 2017 2018 2019 2020 2021 Thereafter Total Rent $ 16,705 $ 16,485 $ 16,601 $ 16,797 $ 16,986 $ 274,869 $ 358,443 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table illustrates the detail of Net SunEdison investment for the years ended December 31, 2016, 2015 and 2014 as reported on the consolidated statements of stockholders' equity: Year ended December 31, (in thousands) 2016 2015 2014 MSA - General and administrative expenses - affiliate 1 $ 7,666 $ 51,330 $ 19,144 MSA - Failed deal costs 2 — 6,069 — Interest Payment Agreement and Amended Interest Payment Agreement 3 — 18,597 5,400 First Wind capital expenditures and O&M labor fees 4 — 4,303 — TerraForm Power, Inc. equity awards distributed to SunEdison 5 (3,369 ) (10,509 ) — Deemed contribution related to acquisitions from SunEdison 6 19,517 41,773 1,498 Lindsay debt repayment 7 — 40,306 — Contribution in exchange for Class B common stock and Class B units at IPO 8 — — 398,902 Other 1,586 1,532 — Net SunEdison investment $ 25,400 $ 153,401 $ 424,944 ——— (1) Represents total general and administrative expenses - affiliate in excess of cash paid or payable to SunEdison pursuant to the MSA agreement ( $7.0 million was recorded within Due to SunEdison, net on the consolidated balance sheet as of December 31, 2016 with no cash paid to SunEdison in 2016, $4.0 million was paid during 2015 and no cash payments were made during 2014). (2) Represents acquisition costs related to failed deals that were paid by SunEdison. Such costs were reimbursable by SunEdison under the MSA. (3) Represents contributions received pursuant to the Interest Payment Agreement and the Amended Interest Payment Agreement. $8.0 million of the amount for the year ended December 31, 2015 was not received in cash from SunEdison until February 3, 2016 and a receivable from SunEdison was recorded within Due to SunEdison, net as of December 31, 2015. As a result of the SunEdison Bankruptcy, the Company has not received any contributions from SunEdison pursuant to the Amended Interest Payment Agreement since the first quarter of 2016. (4) Represents contributions received for capital expenditures and O&M labor fees in excess of budgeted amounts for certain of the Company's wind power plants, which SunEdison committed to reimburse the Company for in conjunction with the First Wind Acquisition. As a result of the SunEdison Bankruptcy, the Company did not receive any contributions during 2016. (5) Represents stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison, Inc. and TerraForm Global, Inc. (6) Represents the difference between the cash purchase price and historical cost of the net assets acquired from SunEdison for projects that achieved final funding during the respective year. (7) SunEdison repaid the remaining outstanding principal balance and interest due on the SunE Perpetual Lindsay construction term loan on the Company's behalf as required pursuant to the terms of a project investment agreement entered into prior to the IPO of the Company. (8) Represents SunEdison's net contribution at IPO in exchange for Class B common stock of the Company and Class B units of Terra LLC. |
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 December 31, 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) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 377,488 $ 277,068 $ — $ 654,556 Depreciation, accretion and amortization expense 115,050 126,735 1,580 243,365 Other operating costs and expenses 140,459 91,613 90,142 322,214 Interest expense, net 97,123 85,744 127,469 310,336 Other non-operating (income) expenses, net (1,017 ) 1,126 19,545 19,654 Income tax expense 1 — — 494 494 Net income (loss) $ 25,873 $ (28,150 ) $ (239,230 ) $ (241,507 ) Cash Flows Capital expenditures $ 32,132 $ 12,177 $ 1,560 $ 45,869 Balance Sheet Total assets 2 3,595,387 3,609,471 501,007 7,705,865 Year Ended December 31, 2015 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 346,033 $ 123,473 $ — $ 469,506 Depreciation, accretion and amortization expense 117,727 43,392 191 161,310 Other operating costs and expenses 65,515 89,831 147,336 302,682 Interest expense, net 71,351 6,991 89,463 167,805 Other non-operating expenses, net 13,986 6,682 38,417 59,085 Income tax benefit 1 — — (13,241 ) (13,241 ) Net income (loss) $ 77,454 $ (23,423 ) $ (262,166 ) $ (208,135 ) Cash Flows Capital expenditures $ 462,719 $ 181,594 $ 3,248 $ 647,561 Balance Sheet Total assets 2 3,923,186 3,765,486 528,737 8,217,409 Year Ended December 31, 2014 (In thousands) Solar Wind Corporate Total Operating revenues, net $ 127,156 $ — $ — $ 127,156 Depreciation, accretion and amortization expense 41,280 — — 41,280 Other operating costs and expenses 33,322 — 46,165 79,487 Interest expense, net 56,019 — 30,172 86,191 Other non-operating (income) expenses, net (6,209 ) — 13,019 6,810 Income tax benefit 1 — — (4,689 ) (4,689 ) Net income (loss) $ 2,744 $ — $ (84,667 ) $ (81,923 ) Cash Flows Capital expenditures $ 1,122,293 $ — $ — $ 1,122,293 ——— (1) Income tax expense (benefit) is not allocated to the Company's Solar and Wind segments. (2) As of December 31, 2016 and 2015 , respectively. |
Schedule of Revenue by Major Customers by Reporting Segments | The following table reflects operating revenues, net for the years ended December 31, 2016 , 2015 and 2014 by specific customers exceeding 10% of total operating revenue: Year Ended December 31, 2016 2015 2014 (In thousands, except for percentages) Segment Amount Percentage Amount Percentage Amount Percentage Tennessee Valley Authority Wind $ 73,068 11.2 % N/A N/A N/A N/A San Diego Gas & Electric Solar 65,709 10.0 % $ 67,562 14.4 % $ 39,574 31.1 % Compañía Minera del Pacífico S.A. Solar N/A N/A N/A N/A 23,130 18.2 % ——— N/A - These customers did not exceed 10% of total operating revenue for the period indicated above. |
Reconciliation of Revenue from Segments to Consolidated | The following table reflects operating revenues, net for the years ended December 31, 2016 , 2015 and 2014 by geographic location: Year Ended December 31, (In thousands) 2016 2015 2014 United States (including Puerto Rico) $ 528,513 $ 368,117 $ 87,502 Chile 28,065 27,148 23,130 United Kingdom 51,600 55,542 15,890 Canada 46,378 18,699 634 Total operating revenues, net $ 654,556 $ 469,506 $ 127,156 |
Reconciliation of Assets from Segment to Consolidated | The following table is a summary of long-lived assets, net by geographic area: (In thousands) December 31, 2016 December 31, 2015 United States (including Puerto Rico) $ 5,524,136 $ 5,876,846 Chile 175,204 181,756 United Kingdom 16,045 659,176 Canada 419,978 418,494 Total long-lived assets, net 6,135,363 7,136,272 Current assets 893,016 936,761 Other non-current assets 1 677,486 144,376 Total assets $ 7,705,865 $ 8,217,409 ——— (1) As of December 31, 2016, includes $532.7 million and $19.5 million of non-current assets held for sale located in the United Kingdom and United States, respectively. |
Other Comprehensive Income (L52
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in each component of accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2016 , 2015 and 2014: (In thousands) Foreign Currency Translation Adjustments Hedging Activities Accumulated Other Comprehensive (Loss) Income Balance as of December 31, 2013 $ — $ — $ — Net unrealized loss arising during the period (3,541 ) (1,925 ) (5,466 ) Reclassification of net realized loss into earnings: Interest expense, net — — — Other comprehensive loss (3,541 ) (1,925 ) (5,466 ) Accumulated other comprehensive loss (3,541 ) (1,925 ) (5,466 ) Less: Other comprehensive loss attributable to non-controlling interests (2,392 ) (1,437 ) (3,829 ) Balance as of December 31, 2014 $ (1,149 ) $ (488 ) $ (1,637 ) Net unrealized (loss) gain arising during the period (18,446 ) 26,913 8,467 Reclassification of net realized loss into earnings: Interest expense, net — 4,663 4,663 Other comprehensive (loss) income (18,446 ) 31,576 13,130 Accumulated other comprehensive (loss) income (19,595 ) 31,088 11,493 Less: Other comprehensive loss attributable to non-controlling interests (7,862 ) (3,545 ) (11,407 ) Balance as of December 31, 2015 $ (11,733 ) $ 34,633 $ 22,900 Net unrealized loss arising during the period (15,039 ) (86 ) (15,125 ) Reclassification of net realized loss (gain) into earnings: Interest expense, net 1 — 28,539 28,539 Operating revenues, net — (12,572 ) (12,572 ) Other comprehensive (loss) income (15,039 ) 15,881 842 Accumulated other comprehensive (loss) income (26,772 ) 50,514 23,742 Less: Other comprehensive (loss) income attributable to non-controlling interests (4,639 ) 5,469 830 Balance as of December 31, 2016 $ (22,133 ) $ 45,045 $ 22,912 ——— (1) Includes $16.9 million loss reclassification that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps within the U.K. Portfolio as discussed in Note 13 . Derivatives . |
Comprehensive Income (Loss) | The following tables present each component of other comprehensive income (loss) and the related tax effects for the years ended December 31, 2016 , 2015 and 2014: Year Ended December 31, 2016 2015 2014 (In thousands) Before Tax Tax Effect Net of Tax 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 $ (15,039 ) $ — $ (15,039 ) $ (18,446 ) $ — $ (18,446 ) $ (3,541 ) $ — $ (3,541 ) Hedging activities: Net unrealized gain (loss) arising during the period 320 (406 ) (86 ) 41,540 (14,627 ) 26,913 (1,925 ) — (1,925 ) Reclassification of net realized loss into earnings 1 15,967 — 15,967 4,663 — 4,663 — — — Net change 16,287 (406 ) 15,881 46,203 (14,627 ) 31,576 (1,925 ) — (1,925 ) Other comprehensive income (loss) $ 1,248 $ (406 ) 842 $ 27,757 $ (14,627 ) 13,130 $ (5,466 ) $ — (5,466 ) Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax 830 (11,407 ) (3,829 ) Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison — 40,016 — Other comprehensive income (loss) attributable to Class A common stockholders $ 12 $ (15,479 ) $ (1,637 ) ——— (1) Includes $16.9 million loss reclassification for the year ended December 31, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps within the U.K. Portfolio as discussed in Note 13 . Derivatives . |
Quarterly Financial Informati53
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly results of operations for the year ended December 31, 2016 were as follows: (In thousands, except per share data) Q1 Q2 (1) Q3 (2) Q4 (3) Operating revenues, net $ 153,917 $ 187,301 $ 178,118 $ 135,220 Operating income (loss) 32,505 62,558 50,708 (56,794 ) Interest expense, net 68,994 101,299 72,818 67,225 Net loss (33,505 ) (44,937 ) (27,711 ) (135,354 ) Net loss attributable to Class A common stockholders (481 ) (20,907 ) (26,171 ) (82,288 ) Weighted average Class A common shares outstanding - basic and diluted 87,833 90,809 90,860 91,658 Net loss per weighted average Class A common share - basic and diluted $ (0.01 ) $ (0.23 ) $ (0.29 ) $ (0.94 ) ——— (1) During the second quarter of 2016, the Company discontinued hedge accounting for interest rate swaps related to its U.K. Portfolio. This resulted in the reclassification of $16.9 million of losses from accumulated other comprehensive income into interest expense. Subsequent to the discontinuation of hedge accounting, the Company recognized additional unrealized losses of $13.7 million pertaining to these interest rate swaps during the second quarter that are also reported in interest expense. (2) The third quarter of 2016 includes a $3.3 million impairment charge due to the decision to abandon certain residential construction in progress assets that were not completed by SunEdison as a result of the SunEdison Bankruptcy. This charge is reflected within impairment of renewable energy facilities in the consolidated statement of operations. The third quarter of 2016 also includes $3.2 million of special interest for the Senior Notes due 2023, Senior Notes due 2025 and Revolver per the terms of the fourth supplemental indenture to the 2023 Indenture, third supplemental indenture to the 2025 Indenture and eighth amendment to the Revolver credit and guaranty agreement, respectively, and $5.2 million of unrealized losses pertaining to interest rate swaps for the U.K. Portfolio. (3) The fourth quarter of 2016 includes a $55.9 million goodwill impairment charge, a $15.7 million impairment charge within impairment of renewable energy facilities related to substantially all of the Company's portfolio of residential rooftop solar assets that were held for sale as of December 31, 2016, a $2.5 million loss on related party receivables and a $1.1 million loss on extinguishment of debt driven by a reduction of borrowing capacity for the Revolver and corresponding write-off of a portion of the unamortized deferred financing costs due to the Company entering into the consent agreement and ninth amendment to the terms of the Revolver and a waiver agreement with the requisite lenders pertaining to third quarter reporting deliverables and compliance. The fourth quarter of 2016 also includes $8.6 million of special interest for the Senior Notes due 2023, Senior Notes due 2025 and Revolver, which was offset by $11.6 million of unrealized gains pertaining to interest rate swaps for the U.K. Portfolio. In addition, as discussed in Note 2. Summary of Significant Accounting Policies , during the fourth quarter of 2016, the Company revised the accretion period for its asset retirement obligations from the term of the related PPA agreement to the remaining useful life of the corresponding renewable energy facility, which resulted in the Company recording a $4.4 million adjustment to reduce previously reported accretion and depreciation expense. The Company also recorded a $5.9 million adjustment in the fourth quarter of 2016 to reduce previously reported cost of operations related to property tax expenses. Quarterly results of operations for the year ended December 31, 2015 were as follows: (In thousands, except per share data) Q1 (1) Q2 (2) Q3 (3) Q4 (4) Operating revenues, net $ 70,515 $ 130,046 $ 163,291 $ 105,654 Operating (loss) income (11,963 ) 39,681 64,135 (86,339 ) Interest expense, net 36,855 35,961 48,786 46,203 Net (loss) income (83,660 ) 29,134 2,418 (156,027 ) Net (loss) income attributable to Class A common stockholders (28,116 ) 6,800 (820 ) (57,750 ) Weighted average Class A common shares outstanding - basic and diluted 49,694 57,961 77,522 77,982 Net (loss) earnings per weighted average Class A common share - basic and diluted $ (0.57 ) $ 0.10 $ (0.03 ) $ (0.75 ) ——— (1) The first quarter of 2015 includes a $20.0 million loss on the extinguishment of debt due primarily to the early termination of the Term Loan and its related interest rate swap, the exchange of the previous revolver to the Revolver and prepayment of premium paid in conjunction with the payoff of First Wind indebtedness at the acquisition date. (2) The second quarter of 2015 includes an $11.4 million gain on the extinguishment of debt related to termination of certain financing lease obligations upon acquisition of the Duke Energy operating facility. (3) The third quarter of 2015 includes $9.9 million of amortization of bridge commitment fees recorded within interest expense related to financing our pending acquisitions of Invenergy Wind and the Vivint Operating Assets. (4) The fourth quarter of 2015 includes a $45.4 million loss related to the write-off of the remaining balance of a prepaid warranty from SunEdison, a $16.1 million loss on investments and related party receivables, a $10.0 million loss resulting from the LAP arbitration settlement, a $14.0 million loss related to the Eastern Maine Electric Cooperative litigation reserve and a $7.5 million loss on the extinguishment of debt as a result of the U.K. refinancing. |
Nature of Operations and Basi54
Nature of Operations and Basis of Presentation - Narrative (Details) - Subsequent Event | Mar. 06, 2017USD ($)shares |
SunEdison | Class A Common Stock | |
Business Acquisition [Line Items] | |
Exchanged (shares) | shares | 48,202,310 |
Equity held | 36.90% |
Brookfield Asset Management | |
Business Acquisition [Line Items] | |
Voting interests acquired | 51.00% |
Brookfield Asset Management | |
Business Acquisition [Line Items] | |
Termination expense | $ 50,000,000 |
Brookfield Asset Management | Maximum | |
Business Acquisition [Line Items] | |
Reimbursable expenses | $ 17,000,000 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Oct. 01, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||||||||||||
Reclassified to current | $ 65,300,000 | $ 61,100,000 | $ 65,300,000 | $ 61,100,000 | |||||||||
Restricted cash | 67,100,000 | 67,100,000 | |||||||||||
Reclassified to held-for-sale | 33,800,000 | 33,800,000 | |||||||||||
Allowance for doubtful accounts | $ 3,200,000 | $ 2,700,000 | 3,200,000 | 2,700,000 | |||||||||
Provision for bad debt | 500,000 | 2,700,000 | $ 0 | ||||||||||
Depreciation, accretion and amortization | $ 243,365,000 | $ 161,310,000 | $ 41,280,000 | ||||||||||
Net (loss) earnings per weighted average Class A common share - basic and diluted ($ per share) | $ (0.94) | $ (0.29) | $ (0.23) | $ (0.01) | $ (0.75) | $ (0.03) | $ 0.10 | $ (0.57) | $ (1.47) | $ (1.25) | $ (0.87) | ||
Net loss | $ 135,354,000 | $ 27,711,000 | $ 44,937,000 | $ 33,505,000 | $ 156,027,000 | $ (2,418,000) | $ (29,134,000) | $ 83,660,000 | $ 241,507,000 | $ 208,135,000 | $ 81,923,000 | ||
Impairment of renewable energy facilities | 18,951,000 | 0 | 0 | ||||||||||
Goodwill impairment | 55,874,000 | 0 | 0 | ||||||||||
Capitalized interest | 1,600,000 | 22,700,000 | 19,700,000 | ||||||||||
Reduction in asset retirement obligation, accretion | (8,992,000) | (7,209,000) | (2,109,000) | ||||||||||
Reduction in asset retirement obligation | 0 | (5,640,000) | 0 | ||||||||||
Recognition of deferred revenues | 16,527,000 | 9,909,000 | 258,000 | ||||||||||
Foreign currency transaction gains/(losses) included in other income | (13,021,000) | (19,488,000) | (14,007,000) | ||||||||||
Deferred finance costs | 39,405,000 | 43,051,000 | $ 39,405,000 | 43,051,000 | |||||||||
Accounting Standards Update 2015-03 | Long-term Debt | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Deferred finance costs | $ 39,400,000 | 43,100,000 | $ 39,400,000 | 43,100,000 | |||||||||
CALIFORNIA | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Sponsored program duration | 60 months | ||||||||||||
COLORADO | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Sponsored program duration | 20 years | ||||||||||||
Weighted Average | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Power purchase agreement - useful life | 15 years | ||||||||||||
Solar Energy Systems | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Reduction in depreciation expense | $ (209,200,000) | (135,700,000) | (37,300,000) | ||||||||||
Solar Energy Systems | Minimum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of fixed assets | 20 years | ||||||||||||
Solar Energy Systems | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of fixed assets | 24 years | 30 years | |||||||||||
Project Level Subsidiaries | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Cash | 57,600,000 | $ 81,100,000 | $ 57,600,000 | 81,100,000 | |||||||||
Service Life | Solar Energy Systems | Minimum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of fixed assets | 5 years | ||||||||||||
Service Life | Solar Energy Systems | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of fixed assets | 41 years | ||||||||||||
Scenario, Adjustment | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Reduction in asset retirement obligation, accretion | $ 22,204,000 | 0 | 0 | ||||||||||
Reduction in accretion expense | 2,900,000 | ||||||||||||
Reduction in depreciation expense | $ 500,000 | 4,400,000 | |||||||||||
Reduction in asset retirement obligation | 7,920,000 | $ 0 | $ 0 | ||||||||||
Scenario, Adjustment | Service Life | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Depreciation, accretion and amortization | $ 1,900,000 | $ 1,900,000 | |||||||||||
Net (loss) earnings per weighted average Class A common share - basic and diluted ($ per share) | $ 0.02 | $ 0.02 |
Transactions Between Entities56
Transactions Between Entities Under Common Control - Recast of Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Financial Position [Abstract] | |||
Renewable energy facilities, net | $ 4,993,251 | $ 5,834,234 | |
Other assets | 114,863 | 120,343 | |
Total assets | 7,705,865 | 8,217,409 | |
Current portion of long-term debt and financing lease obligations | 2,212,968 | 2,037,919 | |
Accounts payable, accrued expenses and other current liabilities | 125,596 | 153,046 | |
Due to SunEdison, net | 16,692 | 26,598 | |
Total liabilities | 4,807,499 | 5,101,429 | |
Statement of Cash Flows [Abstract] | |||
Cash paid to third parties for renewable energy facility construction | (45,869) | (647,561) | $ (1,122,293) |
Net cash used in investing activities | (63,705) | (3,202,323) | (1,799,636) |
Borrowings of non-recourse long-term debt | 86,662 | 1,450,707 | 471,923 |
Principal payments on non-recourse long-term debt | (156,042) | (517,600) | (341,191) |
Due to SunEdison, net | (32,256) | (138,923) | 199,369 |
Net cash (used in) provided by financing activities | (187,194) | 3,238,505 | 2,183,091 |
Net (decrease) increase in cash and cash equivalents | (59,090) | 160,442 | 467,682 |
Effect of exchange rate changes on cash and cash equivalents | (2,172) | (2,401) | (172) |
Cash and cash equivalents at beginning of period | 626,595 | 468,554 | 1,044 |
Cash and cash equivalents at end of period | 565,333 | 626,595 | 468,554 |
Recast Difference | |||
Statement of Cash Flows [Abstract] | |||
Principal payments on non-recourse long-term debt | (17,600) | ||
As Reported | |||
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 | 150,721 | ||
Due to SunEdison, net | 20,274 | ||
Statement of Cash Flows [Abstract] | |||
Cash paid to third parties for renewable energy facility construction | (617,649) | ||
Borrowings of non-recourse long-term debt | 1,425,033 | ||
Principal payments on non-recourse long-term debt | (515,514) | ||
Due to SunEdison, net | (145,247) | ||
Net (decrease) increase in cash and cash equivalents | 160,442 | ||
Effect of exchange rate changes on cash and cash equivalents | (2,401) | ||
Cash and cash equivalents at beginning of period | 626,595 | 468,554 | |
Cash and cash equivalents at end of period | 626,595 | 468,554 | |
Recast Adjustments | |||
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 | 2,325 | ||
Due to SunEdison, net | 6,324 | ||
Total liabilities | 32,237 | ||
Statement of Cash Flows [Abstract] | |||
Cash paid to third parties for renewable energy facility construction | (29,912) | ||
Net cash used in investing activities | (29,912) | ||
Borrowings of non-recourse long-term debt | 25,674 | ||
Principal payments on non-recourse long-term debt | (2,086) | ||
Due to SunEdison, net | 6,324 | ||
Net cash (used in) provided by financing activities | 29,912 | ||
Net (decrease) 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 | 0 | |
Cash and cash equivalents at end of period | $ 0 | $ 0 |
Transactions Between Entities57
Transactions Between Entities Under Common Control - Summary of Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)power_plantMW | Dec. 31, 2015USD ($)power_plantMW | Dec. 31, 2014USD ($)power_plantMW | Sep. 30, 2016USD ($) | |
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 19.2 | 573.5 | 75.7 | ||
Number of Sites | power_plant | 4 | 1,904 | 23 | ||
Cash Paid | $ 38,981 | $ 528,089 | $ 65,567 | ||
Cash Due to SunEdison | 0 | 16,941 | 11,854 | ||
Debt Assumed | 0 | 205,587 | 61,982 | ||
Debt Transferred | 0 | 14,475 | 0 | ||
Payments excluded in cash paid | 1,600 | 363,600 | 17,200 | ||
Payments refunded | 700 | ||||
Payments excluded in due to affiliate | $ 9,200 | $ 2,100 | $ 8,000 | $ 3,900 | |
U.S. | Distributed Generation | |||||
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 1.2 | 91.5 | 25.7 | ||
Number of Sites | power_plant | 3 | 74 | 21 | ||
Cash Paid | $ 2,750 | $ 155,573 | $ 33,386 | ||
Cash Due to SunEdison | 0 | 2,600 | 11,854 | ||
Debt Assumed | 0 | 0 | 0 | ||
Debt Transferred | $ 0 | $ 0 | $ 0 | ||
U.S. | Residential | |||||
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 12.9 | ||||
Number of Sites | power_plant | 1,806 | ||||
Cash Paid | $ 25,053 | ||||
Cash Due to SunEdison | 0 | ||||
Debt Assumed | 0 | ||||
Debt Transferred | $ 0 | ||||
U.S. | Utility | |||||
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 18 | 54.8 | |||
Number of Sites | power_plant | 1 | 9 | |||
Cash Paid | $ 36,231 | $ 69,868 | |||
Cash Due to SunEdison | 0 | 14,341 | |||
Debt Assumed | 0 | 0 | |||
Debt Transferred | $ 0 | $ 14,475 | |||
U.K. | Utility | |||||
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 214.3 | 50 | |||
Number of Sites | power_plant | 14 | 2 | |||
Cash Paid | $ 150,595 | $ 32,181 | |||
Cash Due to SunEdison | 0 | 0 | |||
Debt Assumed | 205,587 | 61,982 | |||
Debt Transferred | $ 0 | $ 0 | |||
U.K. | Wind | |||||
Business Acquisition [Line Items] | |||||
Nameplate Capacity (MW) | MW | 200 | ||||
Number of Sites | power_plant | 1 | ||||
Cash Paid | $ 127,000 | ||||
Cash Due to SunEdison | 0 | ||||
Debt Assumed | 0 | ||||
Debt Transferred | 0 | ||||
SunEdison | |||||
Business Acquisition [Line Items] | |||||
Cash Paid | $ 16,900 | ||||
Debt Transferred | $ 16,700 |
Transactions Between Entities58
Transactions Between Entities Under Common Control - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($)MW | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)MW | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)MW | Dec. 31, 2015USD ($)MW | Dec. 31, 2014USD ($)MW | |
Acquisition of Call Right Projects [Line Items] | |||||||||||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 19.2 | 573.5 | 75.7 | ||||||
Operating revenues, net | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | $ 654,556 | $ 469,506 | $ 127,156 |
Net loss | $ (135,354) | $ (27,711) | $ (44,937) | $ (33,505) | $ (156,027) | $ 2,418 | $ 29,134 | $ (83,660) | (241,507) | (208,135) | (81,923) |
Call Right Projects | |||||||||||
Acquisition of Call Right Projects [Line Items] | |||||||||||
Operating revenues, net | 2,300 | 37,600 | 1,200 | ||||||||
Net loss | 700 | (3,900) | (3,600) | ||||||||
Affiliated Entity | |||||||||||
Acquisition of Call Right Projects [Line Items] | |||||||||||
Distributions (contributions) | $ (19,500) | $ (41,800) | $ (1,500) |
Assets Held For Sale (Details)
Assets Held For Sale (Details) £ in Millions | Jun. 30, 2017USD ($) | Jun. 12, 2017MW | Mar. 14, 2017MW | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)power_plantMW | Dec. 31, 2016USD ($)power_plantMW | May 11, 2017USD ($)MW | May 11, 2017GBP (£)MW | Mar. 31, 2017USD ($) | Dec. 31, 2015USD ($)power_plantMW | Dec. 31, 2014power_plantMW |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of Sites | power_plant | 4 | 4 | 1,904 | 23 | |||||||
Nameplate capacity (MW) | MW | 19.2 | 19.2 | 573.5 | 75.7 | |||||||
Gain/loss | $ (15,700,000) | ||||||||||
Assets held for sale: | |||||||||||
Restricted cash | 67,100,000 | $ 67,100,000 | |||||||||
Total current assets held for sale | 61,523,000 | 61,523,000 | $ 0 | ||||||||
Other assets | 552,271,000 | 552,271,000 | 0 | ||||||||
Liabilities related to assets held for sale: | |||||||||||
Total current liabilities related to assets held for sale | 21,798,000 | 21,798,000 | 0 | ||||||||
Total non-current liabilities related to assets held for sale | 410,759,000 | 410,759,000 | 0 | ||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||
Assets held for sale: | |||||||||||
Restricted cash | 54,806,000 | 54,806,000 | |||||||||
Accounts receivable, net | 5,252,000 | 5,252,000 | |||||||||
Prepaid expenses and other current assets | 1,465,000 | 1,465,000 | |||||||||
Total current assets held for sale | 61,523,000 | 61,523,000 | |||||||||
Renewable energy facilities, net | 548,688,000 | 548,688,000 | |||||||||
Intangible assets, net | 1,480,000 | 1,480,000 | |||||||||
Other assets | 2,103,000 | 2,103,000 | |||||||||
Total non-current assets held for sale | 552,271,000 | 552,271,000 | |||||||||
Total assets held for sale | 613,794,000 | 613,794,000 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Current portion of long-term debt | 14,685,000 | 14,685,000 | |||||||||
Accounts payable, accrued expenses and other current liabilities | 6,225,000 | 6,225,000 | |||||||||
Deferred revenue | 10,000 | 10,000 | |||||||||
Due to SunEdison, net | 878,000 | 878,000 | |||||||||
Total current liabilities related to assets held for sale | 21,798,000 | 21,798,000 | |||||||||
Long-term debt, less current portion | 353,877,000 | 353,877,000 | |||||||||
Deferred revenue, less current portion | 246,000 | 246,000 | |||||||||
Asset retirement obligations | 39,850,000 | 39,850,000 | |||||||||
Other long-term liabilities | 16,786,000 | 16,786,000 | |||||||||
Total non-current liabilities related to assets held for sale | 410,759,000 | 410,759,000 | |||||||||
Total liabilities related to assets held for sale | 432,557,000 | 432,557,000 | |||||||||
U.K. Portfolio | |||||||||||
Assets held for sale: | |||||||||||
Renewable energy facilities, net | $ 0 | ||||||||||
Total non-current assets held for sale | 548,700,000 | 548,700,000 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Total current liabilities related to assets held for sale | $ 14,700,000 | $ 14,700,000 | |||||||||
U.K. Portfolio | 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 | 24 | |||||||||
Nameplate capacity (MW) | MW | 365 | 365 | |||||||||
Assets held for sale: | |||||||||||
Restricted cash | $ 53,604,000 | $ 53,604,000 | |||||||||
Accounts receivable, net | 4,952,000 | 4,952,000 | |||||||||
Prepaid expenses and other current assets | 1,295,000 | 1,295,000 | |||||||||
Total current assets held for sale | 59,851,000 | 59,851,000 | |||||||||
Renewable energy facilities, net | 529,154,000 | 529,154,000 | |||||||||
Intangible assets, net | 1,480,000 | 1,480,000 | |||||||||
Other assets | 2,103,000 | 2,103,000 | |||||||||
Total non-current assets held for sale | 532,737,000 | 532,737,000 | |||||||||
Total assets held for sale | 592,588,000 | 592,588,000 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Current portion of long-term debt | 14,510,000 | 14,510,000 | |||||||||
Accounts payable, accrued expenses and other current liabilities | 5,980,000 | 5,980,000 | |||||||||
Deferred revenue | 0 | 0 | |||||||||
Due to SunEdison, net | 692,000 | 692,000 | |||||||||
Total current liabilities related to assets held for sale | 21,182,000 | 21,182,000 | |||||||||
Long-term debt, less current portion | 349,687,000 | 349,687,000 | |||||||||
Deferred revenue, less current portion | 0 | 0 | |||||||||
Asset retirement obligations | 39,563,000 | 39,563,000 | |||||||||
Other long-term liabilities | 16,786,000 | 16,786,000 | |||||||||
Total non-current liabilities related to assets held for sale | 406,036,000 | 406,036,000 | |||||||||
Total liabilities related to assets held for sale | 427,218,000 | 427,218,000 | |||||||||
Residential Portfolio | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||
Assets held for sale: | |||||||||||
Restricted cash | 1,202,000 | 1,202,000 | |||||||||
Accounts receivable, net | 300,000 | 300,000 | |||||||||
Prepaid expenses and other current assets | 170,000 | 170,000 | |||||||||
Total current assets held for sale | 1,672,000 | 1,672,000 | |||||||||
Renewable energy facilities, net | 19,534,000 | 19,534,000 | |||||||||
Intangible assets, net | 0 | 0 | |||||||||
Other assets | 0 | 0 | |||||||||
Total non-current assets held for sale | 19,534,000 | 19,534,000 | |||||||||
Total assets held for sale | 21,206,000 | 21,206,000 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Current portion of long-term debt | 175,000 | 175,000 | |||||||||
Accounts payable, accrued expenses and other current liabilities | 245,000 | 245,000 | |||||||||
Deferred revenue | 10,000 | 10,000 | |||||||||
Due to SunEdison, net | 186,000 | 186,000 | |||||||||
Total current liabilities related to assets held for sale | 616,000 | 616,000 | |||||||||
Long-term debt, less current portion | 4,190,000 | 4,190,000 | |||||||||
Deferred revenue, less current portion | 246,000 | 246,000 | |||||||||
Asset retirement obligations | 287,000 | 287,000 | |||||||||
Other long-term liabilities | 0 | 0 | |||||||||
Total non-current liabilities related to assets held for sale | 4,723,000 | 4,723,000 | |||||||||
Total liabilities related to assets held for sale | 5,339,000 | 5,339,000 | |||||||||
Subsequent Event | Enfinity Colorado DHA 1 | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Nameplate capacity (MW) | MW | 2.5 | ||||||||||
Liabilities related to assets held for sale: | |||||||||||
Consideration | $ 1,100,000 | ||||||||||
Membership interest sold | 100.00% | ||||||||||
Subsequent Event | TerraForm Resi Manager | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Nameplate capacity (MW) | MW | 8.9 | ||||||||||
Liabilities related to assets held for sale: | |||||||||||
Membership interest sold | 100.00% | ||||||||||
Proceeds from sale of assets | $ 5,400,000 | ||||||||||
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] | |||||||||||
Nameplate capacity (MW) | MW | 0 | 0 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Consideration | $ 211,000,000 | ||||||||||
Reduction in debt | £ | £ 301 | ||||||||||
Residential Portfolio | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain/loss | (15,700,000) | ||||||||||
Abandonment charge | 3,300,000 | ||||||||||
Assets held for sale: | |||||||||||
Total assets held for sale | 21,200,000 | 21,200,000 | |||||||||
Liabilities related to assets held for sale: | |||||||||||
Total liabilities related to assets held for sale | $ 5,300,000 | $ 5,300,000 | |||||||||
Scenario, Forecast | Subsequent Event | TerraForm Resi Manager | |||||||||||
Liabilities related to assets held for sale: | |||||||||||
Proceeds from sale of assets | $ 600,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands, CAD in Millions | Dec. 15, 2015USD ($)MW | Jun. 30, 2015USD ($)power_plantMW | Dec. 31, 2016USD ($)MW | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)MW | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($)MW | Mar. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)MW | Dec. 31, 2015USD ($)power_plantMW | Dec. 31, 2014USD ($)MW | Dec. 04, 2015MW | Jun. 30, 2015CADMW | Jan. 29, 2015USD ($)MW |
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 19.2 | 573.5 | 75.7 | |||||||||||||
Adjustment to redeemable noncontrolling interest | $ (7,918) | $ 151,408 | $ 24,338 | |||||||||||||||
Operating revenues, net | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | 654,556 | 469,506 | 127,156 | |||||||
Net loss | 135,354 | 27,711 | 44,937 | $ 33,505 | 156,027 | $ (2,418) | $ (29,134) | $ 83,660 | 241,507 | 208,135 | 81,923 | |||||||
Goodwill | 0 | 55,874 | 0 | 55,874 | 0 | |||||||||||||
Acquisition and related costs | 2,743 | 49,932 | 10,177 | |||||||||||||||
Acquisition and related costs | 2,700 | 55,800 | 15,200 | |||||||||||||||
Pro Forma | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Net loss | $ (400) | (400) | $ (400) | $ (800) | ||||||||||||||
First Wind | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price, net of acquired cash | 811,555 | 811,555 | $ 811,600 | |||||||||||||||
Goodwill | 0 | 0 | ||||||||||||||||
First Wind | Favorable rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 3,900 | 3,900 | ||||||||||||||||
First Wind | In-place value of market rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 103,900 | 103,900 | ||||||||||||||||
First Wind | Unfavorable rate O&M contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | $ 0 | $ 0 | ||||||||||||||||
First Wind From SunEdison | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 222.6 | 222.6 | ||||||||||||||||
Purchase price, net of acquired cash | $ 168,400 | $ 168,400 | ||||||||||||||||
Number of power plants | power_plant | 7 | |||||||||||||||||
Northern Lights | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 25.4 | 25.4 | 25.4 | |||||||||||||||
Purchase price, net of acquired cash | $ 101,100 | 101,132 | $ 101,100 | $ 101,132 | CAD 125.4 | |||||||||||||
Number of power plants | power_plant | 2 | |||||||||||||||||
Goodwill | 0 | 0 | ||||||||||||||||
Northern Lights | Favorable rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 39,000 | 39,000 | ||||||||||||||||
Northern Lights | In-place value of market rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||||
Northern Lights | Unfavorable rate O&M contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 0 | 0 | ||||||||||||||||
Invenergy | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 831.5 | 1,104.3 | ||||||||||||||||
Purchase price, net of acquired cash | $ 1,279,062 | $ 1,279,062 | 1,279,062 | $ 1,279,062 | $ 1,279,062 | 1,279,062 | ||||||||||||
Consideration transferred | $ 1,300,000 | |||||||||||||||||
Debt assumed | $ 531,200 | |||||||||||||||||
Noncontrolling ownership | 9.90% | 9.90% | ||||||||||||||||
Adjustment to fixed assets | $ 45,900 | 37,000 | ||||||||||||||||
Adjustment to intangibles | (37,000) | (37,000) | ||||||||||||||||
Adjustment to payables | 3,000 | 3,000 | ||||||||||||||||
Adjustment to other long-term liabilities | 5,000 | 5,000 | ||||||||||||||||
Adjustment to redeemable noncontrolling interest | 7,100 | 7,900 | ||||||||||||||||
Adjustment to noncontrolling interests | 8,000 | 8,000 | ||||||||||||||||
Adjustment to other assets | 8,100 | |||||||||||||||||
Goodwill | 0 | 0 | ||||||||||||||||
Option to acquire interest | 180 days | |||||||||||||||||
Invenergy | Scenario, Adjustment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price, net of acquired cash | 0 | $ 0 | ||||||||||||||||
Invenergy | Favorable rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 547,300 | 547,300 | ||||||||||||||||
Invenergy | Favorable rate revenue contracts | Scenario, Adjustment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | (2,700) | (2,700) | ||||||||||||||||
Invenergy | In-place value of market rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 164,000 | 164,000 | ||||||||||||||||
Invenergy | In-place value of market rate revenue contracts | Scenario, Adjustment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | (34,300) | (34,300) | ||||||||||||||||
Invenergy | Unfavorable rate O&M contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 5,000 | 5,000 | ||||||||||||||||
Invenergy | Unfavorable rate O&M contracts | Scenario, Adjustment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | $ 5,000 | $ 5,000 | ||||||||||||||||
Integrys | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 32 | 32 | ||||||||||||||||
Purchase price, net of acquired cash | $ 70,720 | $ 70,720 | ||||||||||||||||
Number of power plants | power_plant | 56 | |||||||||||||||||
Debt assumed | 15,900 | $ 15,900 | ||||||||||||||||
Goodwill | 0 | 0 | ||||||||||||||||
Integrys | Favorable rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 21,168 | 21,168 | ||||||||||||||||
Integrys | In-place value of market rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 7,798 | 7,798 | ||||||||||||||||
Integrys | Unfavorable rate O&M contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | $ 0 | $ 0 | ||||||||||||||||
Other Solar Generation Facilities From SunEdison [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 38.8 | 38.8 | ||||||||||||||||
Purchase price, net of acquired cash | $ 18,900 | $ 18,900 | ||||||||||||||||
Number of power plants | power_plant | 2 | |||||||||||||||||
Other Solar Generation Facilities | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 3.8 | 3.8 | ||||||||||||||||
Purchase price, net of acquired cash | $ 19,900 | $ 19,900 | ||||||||||||||||
Number of power plants | power_plant | 10 | |||||||||||||||||
Acquired Projects | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Operating revenues, net | $ 161,100 | 60,800 | ||||||||||||||||
Net loss | 8,800 | (12,500) | ||||||||||||||||
Capital Dynamics | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price, net of acquired cash | 257,182 | 257,182 | 256,703 | |||||||||||||||
Goodwill | $ 55,874 | $ 55,874 | ||||||||||||||||
Capital Dynamics | Favorable rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | 26,000 | |||||||||||||||||
Capital Dynamics | In-place value of market rate revenue contracts | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair Value | $ 48,236 | |||||||||||||||||
Energy Equipment | First Wind | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 521.1 | |||||||||||||||||
Wind Power Systems | First Wind | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 500 | |||||||||||||||||
Renewable energy facilities in service, at cost | First Wind | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Nameplate capacity (MW) | MW | 21.1 | |||||||||||||||||
Minimum | Put Option | Invenergy | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Notional amount | $ 137,800 | $ 137,800 |
Acquisitions - Acquisition Pric
Acquisitions - Acquisition Price Allocation table (Details) $ in Thousands, CAD in Millions | Dec. 31, 2016USD ($)MW | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)MW | Dec. 15, 2015MW | Dec. 04, 2015MW | Jun. 30, 2015USD ($)MW | Jun. 30, 2015CADMW | Jan. 29, 2015USD ($)MW | Dec. 31, 2014USD ($)MW |
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 75.7 | ||||||
Goodwill | $ 0 | $ 55,874 | $ 0 | ||||||
Invenergy Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 831.5 | 1,104.3 | |||||||
Renewable energy facilities | 1,523,791 | $ 1,477,888 | 1,486,746 | ||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 25,811 | 25,811 | 25,811 | ||||||
Intangible assets | 711,300 | 748,300 | 748,300 | ||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 31,247 | 31,247 | 31,247 | ||||||
Derivative assets | 32,311 | 32,311 | 32,311 | ||||||
Other assets | 20,148 | 20,148 | 12,070 | ||||||
Total assets acquired | 2,344,608 | 2,335,705 | 2,336,485 | ||||||
Accounts payable, accrued expenses and other current liabilities | 26,236 | 23,195 | 23,195 | ||||||
Long-term debt, including current portion | 531,221 | 531,221 | 531,221 | ||||||
Deferred income taxes | 242 | 242 | 242 | ||||||
Asset retirement obligations | 47,346 | 47,346 | 47,346 | ||||||
Other long-term liabilities | 11,004 | 6,004 | 6,004 | ||||||
Total liabilities assumed | 616,049 | 608,008 | 608,008 | ||||||
Redeemable non-controlling interest | 133,497 | 140,635 | 141,415 | ||||||
Non-controlling interest | 316,000 | 308,000 | 308,000 | ||||||
Purchase price, net of cash acquired | 1,279,062 | $ 1,279,062 | 1,279,062 | ||||||
First Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 795,462 | ||||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 30,031 | ||||||||
Intangible assets | 123,600 | ||||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 7,240 | ||||||||
Derivative assets | 44,755 | ||||||||
Other assets | 5,873 | ||||||||
Total assets acquired | 1,006,961 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 9,854 | ||||||||
Long-term debt, including current portion | 47,400 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 19,890 | ||||||||
Other long-term liabilities | 18,562 | ||||||||
Total liabilities assumed | 95,706 | ||||||||
Redeemable non-controlling interest | 3,076 | ||||||||
Non-controlling interest | 96,624 | ||||||||
Purchase price, net of cash acquired | 811,555 | $ 811,600 | |||||||
Other First Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 0 | ||||||||
Construction in progress | 264,858 | ||||||||
Accounts receivable | 0 | ||||||||
Intangible assets | 0 | ||||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 60 | ||||||||
Derivative assets | 0 | ||||||||
Other assets | 0 | ||||||||
Total assets acquired | 264,918 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 442 | ||||||||
Long-term debt, including current portion | 72,881 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 0 | ||||||||
Other long-term liabilities | 23,237 | ||||||||
Total liabilities assumed | 96,560 | ||||||||
Redeemable non-controlling interest | 0 | ||||||||
Non-controlling interest | 0 | ||||||||
Purchase price, net of cash acquired | 168,358 | ||||||||
Northern Lights | |||||||||
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 25.4 | 25.4 | |||||||
Renewable energy facilities | 62,018 | ||||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 1,361 | ||||||||
Intangible assets | 39,000 | ||||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 0 | ||||||||
Derivative assets | 0 | ||||||||
Other assets | 11 | ||||||||
Total assets acquired | 102,390 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 440 | ||||||||
Long-term debt, including current portion | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 818 | ||||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 1,258 | ||||||||
Redeemable non-controlling interest | 0 | ||||||||
Non-controlling interest | 0 | ||||||||
Purchase price, net of cash acquired | $ 101,132 | $ 101,100 | CAD 125.4 | ||||||
Integrys | |||||||||
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 32 | ||||||||
Renewable energy facilities | $ 69,935 | ||||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 2,610 | ||||||||
Intangible assets | 28,966 | ||||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 827 | ||||||||
Derivative assets | 0 | ||||||||
Other assets | 234 | ||||||||
Total assets acquired | 102,572 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 409 | ||||||||
Long-term debt, including current portion | 15,882 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 5,730 | ||||||||
Other long-term liabilities | 5,786 | ||||||||
Total liabilities assumed | 27,807 | ||||||||
Redeemable non-controlling interest | 0 | ||||||||
Non-controlling interest | 4,045 | ||||||||
Purchase price, net of cash acquired | 70,720 | ||||||||
2015 Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 7,931 | ||||||||
Construction in progress | 28,878 | ||||||||
Accounts receivable | 0 | ||||||||
Intangible assets | 12,454 | ||||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Restricted cash | 0 | ||||||||
Derivative assets | 0 | ||||||||
Other assets | 200 | ||||||||
Total assets acquired | 49,463 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 1,854 | ||||||||
Long-term debt, including current portion | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 509 | ||||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 2,363 | ||||||||
Redeemable non-controlling interest | 8,298 | ||||||||
Non-controlling interest | 0 | ||||||||
Purchase price, net of cash acquired | 38,802 | ||||||||
Mt. Signal | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 649,570 | 649,005 | |||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 11,687 | 11,617 | |||||||
Intangible assets | 119,767 | 117,925 | |||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | 0 | |||||||
Restricted cash | 22,165 | 22,165 | |||||||
Derivative assets | 0 | ||||||||
Other assets | 12,621 | 12,621 | |||||||
Total assets acquired | 815,810 | 813,333 | |||||||
Accounts payable, accrued expenses and other current liabilities | 22,725 | 24,813 | |||||||
Long-term debt, including current portion | 413,464 | 413,464 | |||||||
Deferred income taxes | 0 | 0 | |||||||
Asset retirement obligations | 4,656 | 4,656 | |||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 440,845 | 442,933 | |||||||
Redeemable non-controlling interest | 0 | 0 | |||||||
Non-controlling interest | 83,310 | 78,745 | |||||||
Purchase price, net of cash acquired | 291,655 | 291,655 | |||||||
Capital Dynamics | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 190,352 | 200,712 | |||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 8,331 | 4,511 | |||||||
Intangible assets | 74,236 | 83,114 | |||||||
Goodwill | 55,874 | ||||||||
Deferred income taxes | 0 | 22,129 | |||||||
Restricted cash | 15 | 15 | |||||||
Derivative assets | 0 | ||||||||
Other assets | 348 | 687 | |||||||
Total assets acquired | 329,156 | 311,168 | |||||||
Accounts payable, accrued expenses and other current liabilities | 1,478 | 5,925 | |||||||
Long-term debt, including current portion | 0 | 0 | |||||||
Deferred income taxes | 25,129 | 25,191 | |||||||
Asset retirement obligations | 13,073 | 6,749 | |||||||
Other long-term liabilities | 12,100 | ||||||||
Total liabilities assumed | 51,780 | 37,865 | |||||||
Redeemable non-controlling interest | 20,194 | 16,600 | |||||||
Non-controlling interest | 0 | 0 | |||||||
Purchase price, net of cash acquired | 257,182 | 256,703 | |||||||
2014 Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 256,912 | 245,828 | |||||||
Construction in progress | 0 | ||||||||
Accounts receivable | 9,906 | 11,251 | |||||||
Intangible assets | 120,624 | 140,248 | |||||||
Goodwill | 0 | ||||||||
Deferred income taxes | 0 | 0 | |||||||
Restricted cash | 14,720 | 14,688 | |||||||
Derivative assets | 0 | ||||||||
Other assets | 9,552 | 4,987 | |||||||
Total assets acquired | 411,714 | 417,002 | |||||||
Accounts payable, accrued expenses and other current liabilities | 3,016 | 7,410 | |||||||
Long-term debt, including current portion | 136,156 | 137,472 | |||||||
Deferred income taxes | 927 | 892 | |||||||
Asset retirement obligations | 17,374 | 18,058 | |||||||
Other long-term liabilities | 5,242 | ||||||||
Total liabilities assumed | 162,715 | 163,832 | |||||||
Redeemable non-controlling interest | 2,250 | 7,738 | |||||||
Non-controlling interest | 2,000 | 2,175 | |||||||
Purchase price, net of cash acquired | $ 244,749 | $ 243,257 | |||||||
Q4 2016 Corrections | Invenergy Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Renewable energy facilities | 45,903 | ||||||||
Accounts receivable | 0 | ||||||||
Intangible assets | (37,000) | ||||||||
Restricted cash | 0 | ||||||||
Derivative assets | 0 | ||||||||
Other assets | 0 | ||||||||
Total assets acquired | 8,903 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 3,041 | ||||||||
Long-term debt, including current portion | 0 | ||||||||
Deferred income taxes | 0 | ||||||||
Asset retirement obligations | 0 | ||||||||
Other long-term liabilities | 5,000 | ||||||||
Total liabilities assumed | 8,041 | ||||||||
Redeemable non-controlling interest | (7,138) | ||||||||
Non-controlling interest | 8,000 | ||||||||
Purchase price, net of cash acquired | $ 0 | ||||||||
Energy Equipment | First Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 521.1 | ||||||||
Energy Equipment | Other First Wind | |||||||||
Business Acquisition [Line Items] | |||||||||
Nameplate capacity (MW) | MW | 222.6 |
Acquisitions - Intangibles (Det
Acquisitions - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Invenergy Wind | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 547,300 | |
Weighted Average Amortization Period | 17 years | |
Invenergy Wind | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 164,000 | |
Weighted Average Amortization Period | 22 years | |
Invenergy Wind | Favorable rate land leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Invenergy Wind | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Invenergy Wind | Unfavorable rate O&M contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 5,000 | |
Weighted Average Amortization Period | 4 years | |
Invenergy Wind | Unfavorable rate land lease | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
First Wind | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 3,900 | |
Weighted Average Amortization Period | 3 years | |
First Wind | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 103,900 | |
Weighted Average Amortization Period | 18 years | |
First Wind | Favorable rate land leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 15,800 | |
Weighted Average Amortization Period | 20 years | |
First Wind | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 17,200 | |
Weighted Average Amortization Period | 6 years | |
First Wind | Unfavorable rate O&M contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
First Wind | Unfavorable rate land lease | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 1,000 | |
Weighted Average Amortization Period | 18 years | |
Northern Lights | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 39,000 | |
Weighted Average Amortization Period | 18 years | |
Northern Lights | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Northern Lights | Favorable rate land leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Northern Lights | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Northern Lights | Unfavorable rate O&M contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Northern Lights | Unfavorable rate land lease | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Integrys | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 21,168 | |
Weighted Average Amortization Period | 12 years | |
Integrys | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 7,798 | |
Weighted Average Amortization Period | 22 years | |
Integrys | Favorable rate land leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Integrys | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 5,786 | |
Weighted Average Amortization Period | 19 years | |
Integrys | Unfavorable rate O&M contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Integrys | Unfavorable rate land lease | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Other | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 12,454 | |
Weighted Average Amortization Period | 20 years | |
Other | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Other | Favorable rate land leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Other | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Other | Unfavorable rate O&M contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | 0 | |
Other | Unfavorable rate land lease | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Mt. Signal | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Mt. Signal | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 119,767 | |
Weighted Average Amortization Period | 25 years | |
Mt. Signal | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 | |
Capital Dynamics | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 26,000 | |
Weighted Average Amortization Period | 18 years | |
Capital Dynamics | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 48,236 | |
Weighted Average Amortization Period | 23 years | |
Capital Dynamics | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 12,100 | |
Weighted Average Amortization Period | 7 years | |
Other | Favorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 70,179 | |
Weighted Average Amortization Period | 19 years | |
Other | In-place value of market rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 50,445 | |
Weighted Average Amortization Period | 15 years | |
Other | Unfavorable rate revenue contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 0 |
Acquisitions - Pro Forma table
Acquisitions - Pro Forma table (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Total operating revenues, net | $ 605,441 | $ 427,098 |
Net loss | $ (128,588) | $ (102,010) |
Renewable Energy Facilities (D
Renewable Energy Facilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Renewable energy facilities in service, net | $ 4,993,251,000 | $ 5,834,234,000 | |
Capitalized interest costs and amortization of deferred financing costs | 1,600,000 | 22,700,000 | $ 37,300,000 |
Renewable energy facilities in service, at cost | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Renewable energy facilities in service, at cost | 5,354,883,000 | 5,906,154,000 | |
Less accumulated depreciation - renewable energy facilities | (364,756,000) | (187,874,000) | |
Renewable energy facilities in service, net | 4,990,127,000 | 5,718,280,000 | |
Depreciation | 209,200,000 | 135,700,000 | $ 37,300,000 |
Construction in progress - renewable energy facilities | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Renewable energy facilities in service, at cost | 3,124,000 | 115,954,000 | |
U.K. Portfolio | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Noncurrent assets held for sale | 548,700,000 | ||
Renewable energy facilities, net | $ 0 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Noncurrent assets held for sale | 552,271,000 | ||
Renewable energy facilities, net | 548,688,000 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | U.K. Portfolio | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Noncurrent assets held for sale | 532,737,000 | ||
Renewable energy facilities, net | $ 529,154,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance as of the beginning of the year | $ 215,146 | $ 78,175 | $ 13,005 |
Additional obligations from renewable energy facilities achieving commercial operation | 2,132 | 52,181 | 34,414 |
Adjustments/revisions in estimate | 0 | 5,640 | 0 |
Assumed through acquisition | 136 | 74,293 | 29,450 |
Accretion expense | 8,992 | 7,209 | 2,109 |
Reclassification to non-current liabilities related to assets held for sale | (39,850) | 0 | 0 |
Currency translation adjustment | (7,857) | (2,352) | (803) |
Balance as of the end of the year | 148,575 | 215,146 | 78,175 |
Scenario, Adjustment | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Adjustments/revisions in estimate | (7,920) | 0 | 0 |
Accretion expense | $ (22,204) | $ 0 | $ 0 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Balance as of the beginning of the year | $ 55,874 | $ 0 | |
Goodwill acquired | 0 | 55,874 | |
Impairment | (55,874) | 0 | $ 0 |
Balance as of the end of the year | $ 0 | $ 55,874 | $ 0 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 41,086,000 | $ 36,086,000 | |
Accumulated Amortization | (11,950,000) | (5,002,000) | |
Net Book Value | 29,136,000 | 31,084,000 | |
Depreciation, accretion and amortization expense | $ 243,365,000 | 161,310,000 | $ 41,280,000 |
Minimum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Estimated useful lives of intangible assets (in years) | 1 year | ||
Maximum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Estimated useful lives of intangible assets (in years) | 28 years | ||
Total intangible assets, net | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 1,248,561,000 | 1,281,163,000 | |
Accumulated Amortization | (106,449,000) | (34,999,000) | |
Net Book Value | 1,142,112,000 | 1,246,164,000 | |
Amortization of intangibles recorded as an increase (decrease) of revenue | (40,200,000) | (5,300,000) | (4,200,000) |
Depreciation, accretion and amortization expense | 25,200,000 | 18,400,000 | 2,000,000 |
Favorable rate revenue contracts | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 714,758,000 | 714,137,000 | |
Accumulated Amortization | (57,634,000) | (12,024,000) | |
Net Book Value | $ 657,124,000 | $ 702,113,000 | |
Favorable rate revenue contracts | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 16 years | 17 years | |
In-place value of market rate revenue contracts | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 518,003,000 | $ 551,226,000 | |
Accumulated Amortization | (47,284,000) | (22,229,000) | |
Net Book Value | $ 470,719,000 | $ 528,997,000 | |
In-place value of market rate revenue contracts | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 20 years | 20 years | |
Favorable rate land leases | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 15,800,000 | $ 15,800,000 | |
Accumulated Amortization | (1,531,000) | (746,000) | |
Net Book Value | $ 14,269,000 | $ 15,054,000 | |
Favorable rate land leases | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 18 years | 19 years | |
Unfavorable rate revenue contracts | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 35,086,000 | $ 35,086,000 | |
Accumulated Amortization | (10,541,000) | (4,951,000) | |
Net Book Value | $ 24,545,000 | $ 30,135,000 | |
Unfavorable rate revenue contracts | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 7 years | 8 years | |
Unfavorable rate O&M contracts | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 5,000,000 | ||
Accumulated Amortization | (1,302,000) | ||
Net Book Value | $ 3,698,000 | ||
Unfavorable rate O&M contracts | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 3 years | ||
Unfavorable rate land lease | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 1,000,000 | $ 1,000,000 | |
Accumulated Amortization | (107,000) | (51,000) | |
Net Book Value | $ 893,000 | $ 949,000 | |
Unfavorable rate land lease | Weighted average | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 16 years | 17 years | |
Lease Agreements | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization of intangibles recorded as an increase (decrease) of revenue | $ 600,000 | $ (700,000) | $ 0 |
Intangibles - Amortization tabl
Intangibles - Amortization table (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Favorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 44,880 |
2,018 | 43,932 |
2,019 | 43,846 |
2,020 | 43,846 |
2,021 | 42,147 |
Unfavorable rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | (5,490) |
2,018 | (4,956) |
2,019 | (4,845) |
2,020 | (2,620) |
2,021 | (1,379) |
Total net amortization expense recorded to operating revenues, net | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 39,390 |
2,018 | 38,976 |
2,019 | 39,001 |
2,020 | 41,226 |
2,021 | 40,768 |
In-place value of market rate revenue contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 25,366 |
2,018 | 25,366 |
2,019 | 25,366 |
2,020 | 25,366 |
2,021 | 25,366 |
Total amortization expense recorded to depreciation, accretion and amortization expense | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 25,366 |
2,018 | 25,366 |
2,019 | 25,366 |
2,020 | 25,366 |
2,021 | 25,366 |
Favorable rate land leases | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 799 |
2,018 | 799 |
2,019 | 799 |
2,020 | 799 |
2,021 | 799 |
Unfavorable rate O&M contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | (1,250) |
2,018 | (1,250) |
2,019 | (1,198) |
2,020 | 0 |
2,021 | 0 |
Unfavorable rate land lease | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | (56) |
2,018 | (56) |
2,019 | (56) |
2,020 | (56) |
2,021 | (56) |
Total net amortization recorded to cost of operations | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | (507) |
2,018 | (507) |
2,019 | (455) |
2,020 | 743 |
2,021 | $ 743 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Consolidated variable interest entities - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ||
Current assets | $ 191,244 | $ 180,287 |
Non-current assets | 4,351,635 | 4,584,886 |
Total assets | 4,542,879 | 4,765,173 |
Current liabilities | 638,452 | 1,043,892 |
Non-current liabilities | 514,464 | 202,629 |
Total liabilities | $ 1,152,916 | $ 1,246,521 |
Long-term Debt - Debt Schedule
Long-term Debt - Debt Schedule table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 28, 2015 | |
Debt Instrument [Line Items] | |||
Effective interest | 5.82% | ||
Total principal due for long-term debt and financing lease obligations | $ 4,003,939 | $ 4,626,521 | |
Unamortized discount, net | (13,620) | (20,821) | |
Debt Issuance Costs, Net | (39,405) | (43,051) | |
Less current portion of long-term debt and financing lease obligations7 | (2,212,968) | (2,037,919) | |
Long-term debt and financing lease obligations, less current portion8 | 1,737,946 | 2,524,730 | |
Liabilities related to assets held for sale | $ 21,798 | 0 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Effective interest | 3.92% | ||
Total principal due for long-term debt and financing lease obligations | $ 552,000 | 655,000 | |
Permanent Financing | |||
Debt Instrument [Line Items] | |||
Effective interest | 5.96% | ||
Total principal due for long-term debt and financing lease obligations | $ 2,078,009 | 2,546,864 | |
Debt at variable rate | 52.00% | ||
Debt at fixed rate | 48.00% | ||
Permanent Financing | Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Effective interest | 6.38% | ||
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] | |||
Effective interest | 6.63% | ||
Total principal due for long-term debt and financing lease obligations | $ 300,000 | 300,000 | |
Permanent Financing | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt and financing lease obligations | $ 573,500 | ||
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 | 5.63% | ||
Total principal due for long-term debt and financing lease obligations | $ 123,930 | $ 136,594 | |
Power Plants Sold In The United Kingdom | |||
Debt Instrument [Line Items] | |||
Liabilities related to assets held for sale | 14,700 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Debt Instrument [Line Items] | |||
Liabilities related to assets held for sale | 21,798 | ||
Long-term debt, less current portion | 353,877 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | Power Plants Sold In The United Kingdom | |||
Debt Instrument [Line Items] | |||
Liabilities related to assets held for sale | 21,182 | ||
Long-term debt, less current portion | $ 349,687 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) £ in Millions | Apr. 26, 2017 | Nov. 02, 2016CADMW | Aug. 30, 2016USD ($) | Dec. 04, 2015USD ($)MW | Nov. 06, 2015USD ($) | Jul. 17, 2015USD ($) | Jul. 01, 2015USD ($) | Jun. 11, 2015USD ($) | May 22, 2015USD ($) | Jan. 28, 2015USD ($) | Dec. 06, 2016 | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)dMW | Dec. 31, 2015USD ($)MW | Dec. 31, 2014USD ($)MW | Dec. 31, 2018 | Dec. 31, 2017USD ($) | Sep. 30, 2017 | Jun. 30, 2017USD ($) | May 03, 2017USD ($) | Mar. 06, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017CAD | Nov. 25, 2016USD ($) | Sep. 27, 2016USD ($) | Sep. 06, 2016 | Aug. 29, 2016 | Dec. 15, 2015MW | Dec. 09, 2015 | Nov. 06, 2015GBP (£) | Aug. 11, 2015USD ($) | May 01, 2015USD ($) | Dec. 18, 2014USD ($) | Jul. 23, 2014USD ($) | May 14, 2014USD ($) | Mar. 28, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Loss (gain) on extinguishment of debt | $ (11,400,000) | $ 20,000,000 | $ 1,079,000 | $ 16,156,000 | $ (7,635,000) | ||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | 4,003,939,000 | 4,626,521,000 | |||||||||||||||||||||||||||||||||||
Gain/loss on repurchase | $ (1,079,000) | $ (16,156,000) | $ 7,635,000 | ||||||||||||||||||||||||||||||||||
Consent fee | $ 5 | ||||||||||||||||||||||||||||||||||||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 75.7 | ||||||||||||||||||||||||||||||||||
Default amount | $ 1,600,000,000 | $ 1,900,000,000 | |||||||||||||||||||||||||||||||||||
Future minimum payments | 123,930,000 | ||||||||||||||||||||||||||||||||||||
Duke Operating | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Loss (gain) on extinguishment of debt | (11,400,000) | ||||||||||||||||||||||||||||||||||||
Extinguishment of obligation | $ 31,500,000 | ||||||||||||||||||||||||||||||||||||
Bull Hill Financing Due 2023 | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Amount of financing obligation | 47,400,000 | ||||||||||||||||||||||||||||||||||||
Invenergy | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000,000 | $ 1,160,000,000 | |||||||||||||||||||||||||||||||||||
Terminated line of credit | $ 300,000,000 | ||||||||||||||||||||||||||||||||||||
Amortization of deferred financing costs | 9,400,000 | ||||||||||||||||||||||||||||||||||||
Nameplate capacity (MW) | MW | 1,104.3 | 831.5 | |||||||||||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Invenergy | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 4.50% | ||||||||||||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Minimum | Invenergy | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 1.00% | ||||||||||||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Maximum | Invenergy | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 5.50% | ||||||||||||||||||||||||||||||||||||
Letter of Credit | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | CAD | CAD 6,900,000 | ||||||||||||||||||||||||||||||||||||
Letter of Credit | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Ability to increase commitments | CAD | CAD 6,700,000 | ||||||||||||||||||||||||||||||||||||
Secured Debt | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | CAD | 120,000,000 | ||||||||||||||||||||||||||||||||||||
Ability to increase commitments | CAD | CAD 123,000,000 | ||||||||||||||||||||||||||||||||||||
Expected repayments | $ 30,000,000 | $ 70,000,000 | |||||||||||||||||||||||||||||||||||
Term of instrument | 7 years | ||||||||||||||||||||||||||||||||||||
Nameplate capacity (MW) | MW | 40 | ||||||||||||||||||||||||||||||||||||
Amortization period | 17 years | ||||||||||||||||||||||||||||||||||||
Secured Debt | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | CAD | 233,900,000 | ||||||||||||||||||||||||||||||||||||
Ability to increase commitments | CAD | CAD 113,900,000 | ||||||||||||||||||||||||||||||||||||
Expected repayments | $ 100,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||||||||||
Line of Credit | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Loss (gain) on extinguishment of debt | 1,300,000 | ||||||||||||||||||||||||||||||||||||
Secured Debt | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Loss (gain) on extinguishment of debt | 12,000,000 | ||||||||||||||||||||||||||||||||||||
Secured Debt | First Wind | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Loss (gain) on extinguishment of debt | 6,400,000 | ||||||||||||||||||||||||||||||||||||
Line of Credit | Old U.K. Facility | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 270,800,000 | £ 178.6 | |||||||||||||||||||||||||||||||||||
Line of Credit | New U.K. Facility | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 475,200,000 | 313.5 | |||||||||||||||||||||||||||||||||||
Line of Credit | New U.K. Facility - Tranche A | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 2.10% | ||||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 131,900,000 | 87 | |||||||||||||||||||||||||||||||||||
Term of instrument | 7 years | ||||||||||||||||||||||||||||||||||||
Line of Credit | New U.K. Facility - Tranche B | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 2.35% | ||||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 343,300,000 | £ 226.5 | |||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 550,000,000 | 625,000,000 | 725,000,000 | $ 215,000,000 | $ 140,000,000 | $ 250,000,000 | |||||||||||||||||||||||||||||||
Ability to increase commitments | $ 75,000,000 | $ 100,000,000 | 75,000,000 | $ 400,000,000 | |||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | $ 552,000,000 | 655,000,000 | |||||||||||||||||||||||||||||||||||
Leverage ratio required | 6 | 5 | |||||||||||||||||||||||||||||||||||
Required prepayment percentage of disallowed indebtedness | 100.00% | ||||||||||||||||||||||||||||||||||||
Percentage of borrower's domestic entities' equity as collateral | 100.00% | ||||||||||||||||||||||||||||||||||||
Percentage of borrower's foreign entities' equity as collateral | 65.00% | ||||||||||||||||||||||||||||||||||||
Audited financials requirement period | 90 days | ||||||||||||||||||||||||||||||||||||
Number of business days, cure | d | 10 | ||||||||||||||||||||||||||||||||||||
Increase in margin | 50.00% | ||||||||||||||||||||||||||||||||||||
Increase in interest rate | 1.75% | 0.25% | |||||||||||||||||||||||||||||||||||
Expected repayments | $ 70,000,000 | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Audited financials requirement period | 75 days | ||||||||||||||||||||||||||||||||||||
Expected repayments | $ 50,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Maximum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Leverage ratio required | 6.50 | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Eurodollar | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 2.50% | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Eurodollar | Minimum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 2.25% | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Eurodollar | Maximum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 2.75% | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 1.50% | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 1.25% | ||||||||||||||||||||||||||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Basis spread on variable rate (in percent) | 1.75% | ||||||||||||||||||||||||||||||||||||
Secured Debt | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | $ 2,078,009,000 | 2,546,864,000 | |||||||||||||||||||||||||||||||||||
Secured Debt | Senior Notes due 2023 | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | 950,000,000 | 950,000,000 | |||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 150,000,000 | $ 800,000,000 | |||||||||||||||||||||||||||||||||||
Stated interest rate (in percent) | 5.875% | 5.875% | 6.375% | 5.875% | |||||||||||||||||||||||||||||||||
Proceeds from debt issuance as a percentage of face value | 101.50% | 99.214% | |||||||||||||||||||||||||||||||||||
Interest rate once threshold triggered | 7.375% | ||||||||||||||||||||||||||||||||||||
Secured Debt | Senior Notes due 2025 | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | $ 300,000,000 | $ 300,000,000 | |||||||||||||||||||||||||||||||||||
Face amount of debt instrument | $ 300,000,000 | ||||||||||||||||||||||||||||||||||||
Stated interest rate (in percent) | 6.125% | 6.625% | 6.125% | ||||||||||||||||||||||||||||||||||
Proceeds from debt issuance as a percentage of face value | 100.00% | ||||||||||||||||||||||||||||||||||||
Interest rate once threshold triggered | 7.625% | ||||||||||||||||||||||||||||||||||||
Secured Debt | Senior Notes Due 2023 and 2025 | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Audited financials requirement by regulators | 60 days | ||||||||||||||||||||||||||||||||||||
Audited financials grade period | 90 days | ||||||||||||||||||||||||||||||||||||
Special interest | 3.00% | ||||||||||||||||||||||||||||||||||||
Repurchase offer | 101.00% | ||||||||||||||||||||||||||||||||||||
Secured Debt | Senior Notes Due 2023 and 2025 | Minimum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Ownership threshold | 33.30% | ||||||||||||||||||||||||||||||||||||
Secured Debt | Senior Notes Due 2023 and 2025 | Maximum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Ownership threshold | 50.00% | ||||||||||||||||||||||||||||||||||||
Secured Debt | Revolving Credit Facility | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 575,000,000 | $ 300,000,000 | |||||||||||||||||||||||||||||||||||
Ability to increase commitments | $ 275,000,000 | ||||||||||||||||||||||||||||||||||||
Total principal due for long-term debt and financing lease obligations | $ 573,500,000 | ||||||||||||||||||||||||||||||||||||
Scenario, Forecast | Secured Debt | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Expected repayments | $ 552,000,000 | ||||||||||||||||||||||||||||||||||||
Scenario, Forecast | Line of Credit | Revolving Credit Facility | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Leverage ratio required | 5 | 5.75 | 5.75 | ||||||||||||||||||||||||||||||||||
Coverage ratio required | 1.75 | ||||||||||||||||||||||||||||||||||||
Scenario, Forecast | Line of Credit | Revolving Credit Facility | Maximum | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Leverage ratio required | 6.50 | ||||||||||||||||||||||||||||||||||||
Coverage ratio required | 1.50 | ||||||||||||||||||||||||||||||||||||
Brookfield Asset Management | TerraForm Power | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000,000 |
Long-term Debt - Lease obligati
Long-term Debt - Lease obligation/payments table (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 9,449 | |
2,018 | 9,090 | |
2,019 | 18,496 | |
2,020 | 8,821 | |
2,021 | 9,002 | |
Thereafter | 69,072 | |
Total | 123,930 | |
Debt Instrument [Line Items] | ||
Default amount | 1,600,000 | $ 1,900,000 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Default amount | $ 49,700 |
Long-term Debt - Debt Maturitie
Long-term Debt - Debt Maturities table (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 06, 2017 | Dec. 31, 2016 | Nov. 25, 2016 | Sep. 27, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
2,017 | $ 735,996 | ||||||
2,018 | 100,640 | ||||||
2,019 | 431,082 | ||||||
2,020 | 87,575 | ||||||
2,021 | 90,881 | ||||||
Thereafter | 2,433,835 | ||||||
Total | 3,880,009 | ||||||
Default amount | 1,600,000 | $ 1,900,000 | |||||
Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Default amount | $ 1,500,000 | ||||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Expected repayments | $ 30,000 | $ 70,000 | |||||
Scenario, Forecast | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Expected repayments | $ 552,000 | ||||||
Subsequent Event | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Expected repayments | $ 100,000 | $ 5,000 |
Income Taxes - Components of ta
Income Taxes - Components of tax expense/benefit table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||
Current federal | $ 66 | $ 98 | $ 84 |
Deferred federal | (103) | (12,507) | (3,554) |
Total federal | (37) | (12,409) | (3,470) |
Current state and local | 53 | 0 | 0 |
Deferred state and local | (1,109) | (1,182) | (213) |
Total state and local | (1,056) | (1,182) | (213) |
Current foreign | 0 | 158 | 0 |
Deferred foreign | 1,587 | 192 | (1,006) |
Total foreign | 1,587 | 350 | (1,006) |
Current Income Tax Expense (Benefit) | 119 | 256 | 84 |
Deferred Income Tax Expense (Benefit) | 375 | (13,497) | (4,773) |
Income tax provision (benefit) | 494 | (13,241) | (4,689) |
Current Tax Expense (Benefit) in Equity | 0 | 0 | 0 |
Deferred Tax Expense (Benefit) in Equity | 406 | 14,627 | (3,616) |
Tax Expense (Benefit) in Equity | 406 | 14,627 | (3,616) |
Current Income Tax Expense (Benefit) Including Equity Effect | 119 | 256 | 84 |
Deferred Income Tax Expense (Benefit) Including Equity Effect | 781 | 1,130 | (8,389) |
Income Tax Expense (Benefit) Including Equity Effect | $ 900 | $ 1,386 | $ (8,305) |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate tables (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax benefit at U.S. federal statutory rate | 35.00% | 35.00% | 35.00% |
Increase (reduction) in income taxes: | |||
State income taxes, net of U.S. federal benefit | (5.90%) | 1.00% | 1.00% |
Foreign operations | (1.50%) | 9.90% | 1.40% |
Non-controlling interest | (15.90%) | (20.60%) | (15.80%) |
Goodwill impairment | (6.20%) | 0.00% | 0.00% |
Stock-based compensation | 0.00% | (2.20%) | (2.20%) |
Change in valuation allowance | (4.70%) | (17.70%) | (8.80%) |
Other | (1.00%) | 0.60% | (5.20%) |
Effective tax benefit rate | (0.20%) | 6.00% | 5.40% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Ownership percentage of Terra LLC | 65.70% | ||
Statutory tax rate percentage | 35.00% | 35.00% | 35.00% |
SunEdison | |||
Income Taxes [Line Items] | |||
Ownership percentage by other entities | 34.30% | ||
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 990.6 | ||
Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 214.1 | ||
Canada Revenue Agency | Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 69.2 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets/liabilities table (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating losses and tax credit carryforwards | $ 463,940 | $ 217,834 |
Investment in partnership | 0 | 123,253 |
Deferred revenue | 743 | 743 |
Renewable energy facilities | 0 | 11,667 |
Other | 5,445 | 0 |
Total deferred tax assets | 470,128 | 353,497 |
Valuation allowance | (419,875) | (333,858) |
Net deferred tax assets | 50,253 | 19,639 |
Deferred tax liabilities: | ||
Investment in partnership | 73,629 | 45,269 |
Renewable energy facilities | 4,347 | 0 |
Other | 0 | 1,000 |
Total deferred tax liabilities | 77,976 | 46,269 |
Net deferred tax liabilities | $ 27,723 | $ 26,630 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivatives table (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 106,307 | $ 113,693 |
Derivative asset, offset | 0 | (1,521) |
Derivative Asset | 106,307 | 112,172 |
Liabilities | 32,377 | 24,032 |
Derivative liability, offset | 0 | (1,521) |
Derivative Liability | 32,377 | 22,511 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 17,795 | 27,872 |
Derivative asset, offset | 0 | (1,451) |
Derivative Asset | 17,795 | 26,421 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 88,512 | 85,821 |
Derivative asset, offset | 0 | (70) |
Derivative Asset | 88,512 | 85,751 |
Accounts payable, accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 11,503 | 23,962 |
Derivative liability, offset | 0 | (1,451) |
Derivative Liability | 11,503 | 22,511 |
Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 4,041 | |
Derivative liability, offset | 0 | |
Derivative Liability | 4,041 | |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 47 | 70 |
Derivative liability, offset | 0 | (70) |
Derivative Liability | 47 | 0 |
Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 16,786 | |
Derivative liability, offset | 0 | |
Derivative Liability | 16,786 | |
Interest rate swaps | Hedging Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,561 | 487 |
Liabilities | 10,736 | 19,081 |
Interest rate swaps | Hedging Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,150 | 0 |
Interest rate swaps | Hedging Contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 411 | 487 |
Interest rate swaps | Hedging Contracts | Accounts payable, accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 10,689 | 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 | 47 | 0 |
Interest rate swaps | Hedging Contracts | Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Interest rate swaps | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 21,641 | 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, accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 814 | 1,104 |
Interest rate swaps | Derivatives Not Designated as Hedges | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 4,041 | |
Interest rate swaps | Derivatives Not Designated as Hedges | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Interest rate swaps | Derivatives Not Designated as Hedges | Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 16,786 | |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,413 | 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 | 953 | 3,875 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 460 | 2,836 |
Foreign Currency Contracts | Derivatives Not Designated as Hedges | Accounts payable, accrued expenses 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 | Derivatives Not Designated as Hedges | Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Commodity contracts | Hedging Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 66,138 | 63,154 |
Liabilities | 0 | 0 |
Commodity contracts | Hedging Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 3,664 | 11,455 |
Commodity contracts | Hedging Contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 62,474 | 51,699 |
Commodity contracts | Hedging Contracts | Accounts payable, accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Commodity contracts | Hedging Contracts | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Commodity contracts | Hedging Contracts | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Commodity contracts | Hedging Contracts | Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Commodity contracts | Derivatives Not Designated as Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 37,195 | 43,341 |
Liabilities | 0 | 0 |
Commodity contracts | Derivatives Not Designated as Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 12,028 | 12,542 |
Commodity contracts | Derivatives Not Designated as Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 25,167 | 30,799 |
Commodity contracts | Derivatives Not Designated as Hedges | Accounts payable, accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | 0 |
Commodity contracts | Derivatives Not Designated as Hedges | Liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | |
Commodity contracts | Derivatives Not Designated as Hedges | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 0 | $ 0 |
Commodity contracts | Derivatives Not Designated as Hedges | Non-current liabilities related to assets held for sale | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | $ 0 |
Derivatives - Notional table (D
Derivatives - Notional table (Details) £ in Thousands, MWh in Thousands, CAD in Thousands, $ in Thousands | Dec. 31, 2016USD ($)MWh | Dec. 31, 2016CADMWh | Dec. 31, 2016GBP (£)MWh | Dec. 31, 2015USD ($)MWh | Dec. 31, 2015CADMWh | Dec. 31, 2015GBP (£)MWh |
Interest rate swaps | Hedging Contracts | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 433,874 | CAD 84,713 | £ 0 | $ 468,067 | CAD 0 | £ 222,018 |
Interest rate swaps | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 14,681 | 222,018 | $ 15,794 | 0 | ||
Foreign Currency Contracts | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Notional amount | CAD 25,075 | £ 0 | CAD 40,566 | £ 112,168 | ||
Commodity contracts | Hedging Contracts | ||||||
Derivative [Line Items] | ||||||
Nonmonetary notional amount | 16,988 | 16,988 | 16,988 | 18,401 | 18,401 | 18,401 |
Commodity contracts | Derivatives not designated as hedges | ||||||
Derivative [Line Items] | ||||||
Nonmonetary notional amount | 1,407 | 1,407 | 1,407 | 1,828 | 1,828 | 1,828 |
Derivatives - Gain_Loss table (
Derivatives - Gain/Loss table (Details) - Derivatives not designated as hedges - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Interest expense, net | Interest rate swaps | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ 26,280 | $ 345 | $ 1,279 |
Loss on foreign currency exchange, net | Foreign Currency Contracts | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | (1,325) | (3,600) | (1,126) |
Operating revenues, net | Commodity contracts | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (10,890) | $ (10,178) | $ 0 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Cash Flow Hedges table (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes1 | $ (86,000) | $ 26,913,000 | $ (1,925,000) |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | (954,000) | 4,663,000 | 0 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 5,121,000 | 0 | 0 |
Interest expense, net | Interest rate swaps | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes1 | (20,360,000) | (11,482,000) | (1,925,000) |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | 11,618,000 | 4,663,000 | 0 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 |
Taxes | 0 | 0 | 0 |
Operating revenues, net | Commodity contracts | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes1 | 20,274,000 | 38,395,000 | 0 |
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | (12,572,000) | 0 | 0 |
Amount of Loss (Gain) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 5,121,000 | 0 | $ 0 |
Taxes | $ 400,000 | $ 14,600,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | $ 32,377 | $ 24,032 | ||
Liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 4,041 | |||
Non-current liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | $ 16,786 | |||
Commodity Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Term of contract | 13 years | |||
Gain expected to be reclassified | $ 2,200 | |||
Letter of Credit | Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Collateral already posted | 18,000 | 18,000 | ||
Secured Debt | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount expected to be reclassified into earnings | $ 5,700 | |||
Term of contract | 18 years | |||
Hedging Contracts | Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | $ 0 | 0 | ||
Hedging Contracts | Commodity contracts | Liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Hedging Contracts | Commodity contracts | Non-current liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Hedging Contracts | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 10,736 | 19,081 | ||
Hedging Contracts | Interest rate swaps | Liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Hedging Contracts | Interest rate swaps | Non-current liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Hedging Contracts | Secured Debt | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount reclassified to current | 4,800 | 7,600 | ||
Derivatives not designated as hedges | Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | 0 | ||
Derivatives not designated as hedges | Commodity contracts | Liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Derivatives not designated as hedges | Commodity contracts | Non-current liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 0 | |||
Derivatives not designated as hedges | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 21,641 | 1,104 | ||
Derivatives not designated as hedges | Interest rate swaps | Liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 4,041 | |||
Derivatives not designated as hedges | Interest rate swaps | Non-current liabilities related to assets held for sale | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassfied to held for sale | 16,786 | |||
Derivatives not designated as hedges | Secured Debt | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount reclassified to current | 500 | $ 700 | ||
Interest expense, net | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss (gain) on derivatives | $ 13,700 | 7,300 | ||
UK Portfolio | Interest expense, net | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss (gain) on derivatives | $ 5,200 | $ 16,900 | $ 16,900 |
Fair Value of Financial Instr83
Fair Value of Financial Instruments - Debt and Levels 1-3 tables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets and Liabilities | ||
Assets | $ 106,307 | $ 113,693 |
Liabilities | 32,377 | 24,032 |
Long-term debt, including current portion | ||
Carrying Amount | 3,950,914 | 4,562,649 |
Fair Value | 4,080,397 | 4,357,322 |
Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 106,307 | 112,172 |
Liabilities | 32,377 | 22,511 |
Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,561 | 487 |
Liabilities | 32,377 | 20,185 |
Commodity contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 103,333 | 106,495 |
Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,413 | 5,190 |
Liabilities | 0 | 2,326 |
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 | Commodity contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Level 1 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 40,169 | 49,018 |
Liabilities | 32,377 | 22,511 |
Level 2 | Interest rate swaps | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,561 | 487 |
Liabilities | 32,377 | 20,185 |
Level 2 | Commodity contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 37,195 | 43,341 |
Level 2 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 1,413 | 5,190 |
Liabilities | 0 | 2,326 |
Level 3 | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 66,138 | 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 | Commodity contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 66,138 | 63,154 |
Level 3 | Foreign currency contracts | Fair Value, Measurements, Recurring | ||
Assets and Liabilities | ||
Assets | 0 | 0 |
Liabilities | $ 0 | $ 0 |
Fair Value of Financial Instr84
Fair Value of Financial Instruments - Unobservable input reconciliation (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / MWh | Dec. 31, 2015USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 63,154 | $ 0 |
Included in Other Comprehensive Income | 8,104 | 53,022 |
Included in Operating revenues | 7,451 | 0 |
Purchases (acquisition of commodity contracts) | 0 | 10,132 |
Settlements | (12,571) | 0 |
Balance as of December 31 | 66,138 | $ 63,154 |
Level 3 | Commodity Contract | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Assets | 66,138 | |
Liabilities | $ 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 | 14.4 | |
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 | 73.4 | |
Option model | Minimum | Level 3 | Commodity Contract | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Volatilities | 3.00% | |
Option model | Maximum | Level 3 | Commodity Contract | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Volatilities | 8.20% |
Fair Value of Financial Instr85
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain/loss | $ (15,700) | |||
Goodwill impairment | $ 55,874 | $ 0 | $ 0 | |
Senior Notes due 2023 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value relative to face | 101.38% | 101.38% | 83.13% | |
Senior Notes due 2025 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value relative to face | 103.75% | 103.75% | 80.75% | |
Residential Portfolio | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain/loss | $ (15,700) | |||
Assets held for sale | $ 21,200 | 21,200 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Renewable energy facilities, net | 548,688 | 548,688 | ||
Assets held for sale | 613,794 | 613,794 | ||
Residential Portfolio | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Renewable energy facilities, net | 19,534 | 19,534 | ||
Assets held for sale | $ 21,206 | $ 21,206 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 06, 2017$ / sharesshares | Jul. 24, 2016 | Jan. 22, 2016shares | Jun. 24, 2015USD ($)shares | Jan. 22, 2015USD ($)shares | Nov. 26, 2014USD ($)shares | Jul. 23, 2014USD ($)$ / sharesshares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Sep. 30, 2014$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) |
Class of Stock [Line Items] | |||||||||||||||
Payments for repurchase of common stock | $ | $ 159,200 | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 0 | $ 921,610 | $ 770,421 | ||||||||||||
Rights declared as dividend | 1 | ||||||||||||||
Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 18,112,500 | 13,800,000 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 667,600 | $ 390,600 | |||||||||||||
Par value ($ per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Dividends declared ($ per share) | $ / shares | $ 0.3500 | $ 0.3350 | $ 0.3250 | $ 0.2700 | $ 0.1717 | ||||||||||
Class A Common Stock | IPO | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 20,065,000 | ||||||||||||||
Share price ($ per share) | $ / shares | $ 25 | ||||||||||||||
Consideration received | $ | $ 501,600 | ||||||||||||||
Proceeds from IPO | $ | $ 463,900 | ||||||||||||||
Class A Common Stock | Over-Allotment Option | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 2,362,500 | 1,800,000 | 3,009,750 | ||||||||||||
Consideration received | $ | $ 69,600 | ||||||||||||||
Proceeds from IPO | $ | 75,200 | ||||||||||||||
Class A Common Stock | Private Placement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 11,666,667 | ||||||||||||||
Consideration received | $ | $ 337,800 | ||||||||||||||
Class B common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Payments for repurchase of common stock | $ | $ 87,100 | $ 50,900 | |||||||||||||
Units repurchased (in shares) | 2,362,500 | 1,800,000 | |||||||||||||
Converted (shares) | 12,161,844 | ||||||||||||||
Par value ($ per share) | $ / shares | 0.01 | 0.01 | |||||||||||||
Common Class B1 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Par value ($ per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Canceled Shares | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units repurchased (in shares) | 2,362,500 | 1,800,000 | |||||||||||||
Altai and Everstream | Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from private placement | $ | $ 65,000 | ||||||||||||||
Altai and Everstream | Class A Common Stock | Private Placement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 2,600,000 | ||||||||||||||
Consideration received | $ | $ 65,000 | ||||||||||||||
Mt. Signal | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Consideration transferred | $ | $ 292,000 | ||||||||||||||
Mt. Signal | Class B common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity issued (shares) | 5,840,000 | ||||||||||||||
Mt. Signal | Common Class B1 | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Equity issued (shares) | 5,840,000 | ||||||||||||||
Terra LLC | Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
New issuances of common stock (in shares) | 12,161,844 | ||||||||||||||
Terra LLC | Class B common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Converted (shares) | 12,161,844 | ||||||||||||||
Owned (shares) | 48,202,310 | ||||||||||||||
SunEdison | Class B common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Owned (shares) | 48,202,310 | ||||||||||||||
Subsequent Event | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Consideration equity threshold | 49.00% | ||||||||||||||
Dividends declared ($ per share) | $ / shares | $ 1.94 | ||||||||||||||
Subsequent Event | SunEdison | Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exchanged (shares) | 48,202,310 | ||||||||||||||
Equity held | 36.90% | ||||||||||||||
Subsequent Event | TerraForm Power | Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Cash consideration ($ per share) | $ / shares | $ 9.52 | ||||||||||||||
Par value ($ per share) | $ / shares | $ 0.01 | ||||||||||||||
Subsequent Event | Brookfield Asset Management | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Voting interests acquired | 51.00% |
Stockholders' Equity - Shares O
Stockholders' Equity - Shares Outstanding Table (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Common stock outstanding (shares) | 140,425,399 | ||
Treasury stock (shares) | 253,687 | ||
Restricted Stock Award | |||
Class of Stock [Line Items] | |||
Shares excluded from calculation (shares) | 459,800 | 1,334,158 | 3,485,155 |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding (shares) | 92,223,089 | 79,612,533 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding (shares) | 48,202,310 | 60,364,154 | |
Multiple Shareholders | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding (shares) | 92,223,089 | ||
SunEdison | Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding (shares) | 48,202,310 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - $ / shares | 3 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Dividends Payable [Line Items] | |||||
Prorated dividends ($ per share) | $ 0.2257 | ||||
Common Class A | |||||
Dividends Payable [Line Items] | |||||
Dividends declared ($ per share) | $ 0.3500 | $ 0.3350 | $ 0.3250 | $ 0.2700 | $ 0.1717 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Aug. 11, 2016USD ($)shares | Mar. 01, 2016USD ($)shares | Dec. 23, 2015USD ($)shares | Nov. 20, 2015shares | Jul. 28, 2015USD ($)shares | Mar. 10, 2015USD ($)performance_tiershares | Oct. 30, 2014USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Forfeitures | $ 0.3 | |||||||||
Unrecognized compensation cost | $ 15.2 | |||||||||
Class A Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares available for issuance | shares | 3,718,025 | |||||||||
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 | $ 3.4 | 12.1 | $ 5.8 | |||||||
Employee Stock Option and Restricted Stock | General and Administrative Expense | SunEdison | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 2.7 | 1 | ||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 0.9 | |||||||||
Compensation not yet recognized | $ 15.1 | |||||||||
Period for recognition | 1 year 305 days | |||||||||
Shares forfeited (shares) | shares | 106,250 | 1,536,960 | ||||||||
Accelerated vesting (shares) | shares | 106,250 | |||||||||
Weighted average grant date fair value per share for shares granted ($ per share) | $ / shares | $ 11.61 | $ 20.60 | ||||||||
Restricted stock granted (in shares) | shares | 128,272 | 87,660 | 1,264,880 | 841,900 | 439,595 | |||||
Vesting rights | 25.00% | |||||||||
Aggregate fair value | $ 1.6 | $ 0.8 | $ 15.7 | $ 23 | ||||||
Vesting period | 3 years | 3 years | 4 years | |||||||
Percentage of award | 20.00% | |||||||||
Restricted Stock Units (RSUs) | First Wind | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock granted (in shares) | shares | 199,239 | |||||||||
Aggregate fair value | $ 6.2 | |||||||||
Restricted Stock Units (RSUs) | Time-Based Shares, First Tier | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 25.00% | 25.00% | 25.00% | |||||||
Aggregate fair value | $ 5.8 | |||||||||
Restricted Stock Units (RSUs) | Time-Based Shares, Second Tier | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 25.00% | 25.00% | 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% | 50.00% | 50.00% | |||||||
Restricted Stock Units (RSUs) | Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 33.00% | |||||||||
Percentage of award | 80.00% | |||||||||
Number of tiers | performance_tier | 3 | |||||||||
Performance measurement period | 12 months | |||||||||
Restricted Stock Units (RSUs) | Performance Shares - First Tier | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 50.00% | |||||||||
Restricted Stock Units (RSUs) | Performance Shares - Second Tier | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 75.00% | |||||||||
Restricted Stock Units (RSUs) | Performance Shares - Third Tier | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights | 100.00% | |||||||||
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One | First Wind | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two | First Wind | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 2 years | |||||||||
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three | First Wind | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | 3 years | ||||||||
Restricted Stock Units (RSUs) | SunEdison | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 3.4 | $ 10.5 | ||||||||
Restricted Stock Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation not yet recognized | $ 0.1 | |||||||||
Period for recognition | 31 days | |||||||||
Shares forfeited (shares) | shares | 454,586 | 874,358 | ||||||||
Accelerated vesting (shares) | shares | 454,586 | |||||||||
Modification | $ 5.6 | |||||||||
Modification ($ per share) | $ / shares | $ 1.11 | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected term | 10 years |
Stock-based Compensation - Tabl
Stock-based Compensation - Tables (Details) - USD ($) | Aug. 11, 2016 | Mar. 01, 2016 | Dec. 23, 2015 | Nov. 20, 2015 | Mar. 10, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of Stock Options Outstanding | |||||||
Beginning (shares) | 56,250 | ||||||
Ending (shares) | 0 | 56,250 | |||||
Weighted Average Exercise Price Per Share | |||||||
Beginning weighted average grant date fair value ($ per share) | $ 29.31 | ||||||
Ending weighted average grant date fair value ($ per share) | $ 0 | $ 29.31 | |||||
Restricted Stock Award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Beginning (shares) | 1,859,616 | ||||||
Converted (shares) | (619,063) | ||||||
Forfeited (shares) | (454,586) | (874,358) | |||||
Ending (shares) | 366,195 | 1,859,616 | |||||
Aggregate Intrinsic Value (in millions) | $ 4,700,000 | ||||||
Weighted-Average Grant-Date Fair Value Per Share | |||||||
Beginning weighted average grant date fair value ($ per share) | $ 2.93 | ||||||
Converted ($ per share) | 2.81 | ||||||
Forfeited ($ per share) | 0.68 | ||||||
Ending weighted average grant date fair value ($ per share) | $ 8.51 | $ 2.93 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Beginning (shares) | 3,208,394 | ||||||
Granted (shares) | 128,272 | 87,660 | 1,264,880 | 841,900 | 439,595 | ||
Converted (shares) | (488,076) | ||||||
Forfeited (shares) | (106,250) | (1,536,960) | |||||
Ending (shares) | 1,622,953 | 3,208,394 | |||||
Aggregate Intrinsic Value (in millions) | $ 20,800 | ||||||
Weighted Average Remaining Contractual Life (In Years) | 1 year 1 month 6 days | ||||||
Weighted-Average Grant-Date Fair Value Per Share | |||||||
Granted ($ per share) | $ 11.61 | $ 20.60 | |||||
Employee Stock Option | |||||||
Number of Stock Options Outstanding | |||||||
Forfeitures (shares) | (56,250) | ||||||
Weighted Average Exercise Price Per Share | |||||||
Forfeitures ($ per share) | $ 29.31 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss attributable to Class A common stockholders | $ (82,288) | $ (26,171) | $ (20,907) | $ (481) | $ (57,750) | $ (820) | $ 6,800 | $ (28,116) | $ (129,847) | $ (79,886) | $ (25,617) |
Less: accretion of redeemable non-controlling interest | (3,962) | 0 | 0 | ||||||||
Less: dividends paid on Class A shares and participating RSAs | 0 | (74,377) | 0 | ||||||||
Undistributed loss attributable to Class A shares | $ (133,809) | $ (154,263) | $ (25,617) | ||||||||
Weighted-average basic and diluted Class A shares outstanding (in shares) | 91,658,000 | 90,860,000 | 90,809,000 | 87,833,000 | 77,982,000 | 77,522,000 | 57,961,000 | 49,694,000 | 90,815,000 | 65,883,000 | 29,602,000 |
Distributed earnings per share ($ per share) | $ 0 | $ 1.09 | $ 0 | ||||||||
Undistributed loss per share ($ per share) | (1.47) | (2.34) | (0.87) | ||||||||
Basic and diluted loss per share ($ per share) | $ (0.94) | $ (0.29) | $ (0.23) | $ (0.01) | $ (0.75) | $ (0.03) | $ 0.10 | $ (0.57) | $ (1.47) | $ (1.25) | $ (0.87) |
Restricted Stock Award | |||||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||||||||
Shares excluded from calculation (shares) | 459,800 | 1,334,158 | 3,485,155 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||||||||
Shares excluded from calculation (shares) | 1,622,953 | 3,208,394 | 825,943 | ||||||||
Equity Option | |||||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||||||||
Shares excluded from calculation (shares) | 56,250 | 150,000 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Noncontrolling Interest [Line Items] | ||||
Non-controlling interests | $ 1,465,042 | $ 1,755,526 | ||
Ownership percentage of Terra LLC | 65.70% | |||
Repurchased | 92.00% | |||
Payments | $ 54,700 | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning | $ 175,711 | 24,338 | $ 0 | |
Acquired | (7,918) | 151,408 | 24,338 | |
Sale of membership interests in renewable energy facilities | 1,011 | 3,032 | ||
Repurchase of non-controlling interest | (8,504) | |||
Distributions | (10,764) | (2,764) | ||
Currency translation adjustment | (311) | |||
Accretion of redeemable non-controlling interest | 3,962 | 0 | 0 | |
Net income | 18,365 | 8,512 | 0 | |
Ending | 180,367 | 175,711 | 24,338 | |
Capital | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning | 167,199 | 24,338 | 0 | |
Acquired | (7,918) | 151,408 | 24,338 | |
Sale of membership interests in renewable energy facilities | 1,011 | 3,032 | ||
Repurchase of non-controlling interest | (8,504) | |||
Distributions | (10,764) | (2,764) | ||
Currency translation adjustment | (311) | |||
Accretion of redeemable non-controlling interest | 3,962 | |||
Net income | 0 | 0 | ||
Ending | 153,490 | 167,199 | 24,338 | |
Retained Earnings | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning | 8,512 | 0 | 0 | |
Acquired | 0 | 0 | 0 | |
Sale of membership interests in renewable energy facilities | 0 | 0 | ||
Repurchase of non-controlling interest | 0 | |||
Distributions | 0 | 0 | ||
Currency translation adjustment | 0 | |||
Accretion of redeemable non-controlling interest | 0 | |||
Net income | 18,365 | 8,512 | ||
Ending | 26,877 | 8,512 | $ 0 | |
Terra LLC | Terra LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interests | 660,799 | 897,409 | ||
Miscellaneous Projects | Miscellaneous Projects | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interests | $ 804,243 | $ 858,117 | ||
SunEdison | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by other entities | 34.30% |
Commitments and Contingencies93
Commitments and Contingencies (Details) $ in Millions | Jun. 09, 2017USD ($) | Mar. 24, 2017employee | Nov. 21, 2016USD ($) | Sep. 27, 2016USD ($) | May 27, 2016USD ($)employee | Apr. 20, 2016USD ($) | Apr. 04, 2016employee | Jan. 12, 2016director | Dec. 28, 2015 | Dec. 31, 2016USD ($)power_plantMW | Dec. 31, 2015USD ($)power_plantMW | Dec. 31, 2014USD ($)power_plantMW | Feb. 23, 2016MW |
Loss Contingencies [Line Items] | |||||||||||||
Outstanding letters of credit | $ 142.8 | ||||||||||||
Number of power plants | power_plant | 4 | 1,904 | 23 | ||||||||||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 75.7 | ||||||||||
Rent expense | $ 23.5 | $ 12.2 | $ 1 | ||||||||||
Appaloosa Stockholder Derivative | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Contract duration | 5 years | ||||||||||||
Number of defendants | director | 3 | ||||||||||||
Legal fees and expenses | $ 3 | ||||||||||||
Maryland Securities Class Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of defendants | employee | 2 | ||||||||||||
LAP | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages | $ 10 | ||||||||||||
Subsidiaries | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Damages awarded | $ 13.6 | ||||||||||||
SunEdison | FirstWind Purchase Agreement | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Settlement | $ 231 | ||||||||||||
Number of resignations | employee | 2 | ||||||||||||
Norrington | United Kingdom | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Nameplate capacity (MW) | MW | 11.1 | ||||||||||||
Subsequent Event | Maryland Securities Class Action | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of defendants | employee | 3 | ||||||||||||
Legal fees and expenses | $ 14.8 | ||||||||||||
SunEdison | Affiliated Entity | Commitments To Acquire Wind Power Plants | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payments to acquire energy systems | $ 58.7 | ||||||||||||
Number of power plants | power_plant | 2 | ||||||||||||
Nameplate capacity (MW) | MW | 98.6 | ||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Outstanding letters of credit | $ 68.9 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 16,705 |
2,018 | 16,485 |
2,019 | 16,601 |
2,020 | 16,797 |
2,021 | 16,986 |
Thereafter | 274,869 |
Total | $ 358,443 |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, shares in Millions | Mar. 27, 2017USD ($) | Mar. 06, 2017shares | Jan. 28, 2015USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2014USD ($)MW | Jun. 30, 2017 | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesMW | Jul. 14, 2016USD ($) | Dec. 31, 2015USD ($)MW | Dec. 31, 2014USD ($)MW | Dec. 31, 2019USD ($) | Dec. 15, 2015MW | Dec. 04, 2015MW | May 19, 2015USD ($)MW |
Related Party Transaction [Line Items] | |||||||||||||||||
General and administrative expense - affiliate | $ 14,666,000 | $ 55,330,000 | $ 19,144,000 | ||||||||||||||
Cost of operations - affiliate | 26,683,000 | 19,915,000 | 8,063,000 | ||||||||||||||
Loss on prepaid warranty - affiliate | $ 0 | $ 45,380,000 | $ 0 | ||||||||||||||
Nameplate capacity (MW) | MW | 75.7 | 19.2 | 573.5 | 75.7 | |||||||||||||
Insurance coverage | $ 150,000,000 | ||||||||||||||||
Due to SunEdison, net | $ 16,692,000 | $ 26,598,000 | |||||||||||||||
Loss on investments and receivables - affiliate | $ 2,500,000 | 3,336,000 | 16,079,000 | $ 0 | |||||||||||||
Dividends | $ 0 | 88,705,000 | $ 7,249,000 | ||||||||||||||
Scenario, Adjustment | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Depreciation | $ (500,000) | (4,400,000) | |||||||||||||||
Loss on investments and receivables - affiliate | $ 4,800,000 | ||||||||||||||||
Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination noticed required | 10 days | ||||||||||||||||
Payments for insurance settlement | $ 32,000,000 | ||||||||||||||||
SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage by other entities | 34.30% | ||||||||||||||||
Invenergy | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Nameplate capacity (MW) | MW | 831.5 | 1,104.3 | |||||||||||||||
Ownership percentage by other entities | 9.90% | ||||||||||||||||
Option to acquire interest | 180 days | ||||||||||||||||
Amended Interest Payment Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transactions | $ 16,000,000 | $ 8,000,000 | |||||||||||||||
Amended Interest Payment Agreement | Scenario, Forecast | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transactions | $ 8,000,000 | ||||||||||||||||
Amended Interest Payment Agreement | Maximum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transactions | $ 48,000,000 | ||||||||||||||||
Incentive Distribution Rights | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Quarterly Distribution Rights, Level One, Percentage | 15.00% | ||||||||||||||||
Quarterly Distribution Rights, Level Two, Percentage | 25.00% | ||||||||||||||||
Quarterly Distribution Rights, Level Three, Percentage | 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% | |||||||||||||||
Intercompany Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Nameplate capacity (MW) | MW | 75.7 | 19.2 | 350.9 | 75.7 | |||||||||||||
Brookfield Asset Management | Management Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Management fee - year two | $ 3,000,000 | ||||||||||||||||
Base management fee - year one | 2,500,000 | ||||||||||||||||
Base management fee thereafter | $ 3,750,000 | ||||||||||||||||
Management fee - market capitalization component | 0.3125% | ||||||||||||||||
Share price multiplier | $ / shares | $ 9.52 | ||||||||||||||||
Brookfield Asset Management | Incentive Distribution Rights | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Quarterly Distribution Rights, Level One, Percentage | 15.00% | ||||||||||||||||
Quarterly Distribution Rights, Level Two, Percentage | 85.00% | ||||||||||||||||
Quarterly Distribution Rights, Level Three, Percentage | 75.00% | ||||||||||||||||
Quarterly Distribution Rights, Level Four, Percentage | 25.00% | ||||||||||||||||
Quarterly Distribution Rights, Level One ($ per share) | $ / shares | $ 0.93 | ||||||||||||||||
Quarterly Distribution Rights, Level Two ($ per share) | $ / shares | 1.05 | ||||||||||||||||
Quarterly Distribution Rights, Level Three ($ per share) | $ / shares | $ 0.12 | ||||||||||||||||
SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Incentives - affiliate | $ 200,000 | $ 200,000 | $ 1,100,000 | ||||||||||||||
Equity contribution | 8,000,000 | ||||||||||||||||
Dividends | $ 0 | 58,300,000 | 0 | ||||||||||||||
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% | ||||||||||||||||
Management fee - year two | $ 4,000,000 | ||||||||||||||||
Management fee due to SunEdison in 2016 not to exceed | 7,000,000 | ||||||||||||||||
Management fee due to SunEdison in 2017 not to exceed | 9,000,000 | ||||||||||||||||
Payments for related party transactions | $ 0 | 7,000,000 | 4,000,000 | $ 0 | |||||||||||||
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 | $ 5,400,000 | 0 | 4,000,000 | ||||||||||||||
SunEdison | Amended Interest Payment Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity contribution | $ 8,000,000 | 6,600,000 | |||||||||||||||
Interest expense - cumulative | $ 24,000,000 | ||||||||||||||||
Interest expense - future amounts | $ 24,000,000 | ||||||||||||||||
Affiliated Entity | SunEdison | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Bankruptcy stock issued (shares) | shares | 6.6 | ||||||||||||||||
Bankruptcy - portion of total consideration received | 36.90% | ||||||||||||||||
Affiliated Entity | Operations And Maintenance Reimbursement | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Cost of operations - affiliate | 4,300,000 | ||||||||||||||||
Capital Expenditures | 50,000,000 | ||||||||||||||||
Depreciation | 1,900,000 | ||||||||||||||||
Capital expenditure reimbursement | $ 2,700,000 | ||||||||||||||||
Affiliated Entity | Operations And Maintenance Reimbursement | Maximum | SunEdison | Scenario, Forecast | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Cost of operations - affiliate | $ 53,900,000 | ||||||||||||||||
Affiliated Entity | Commitments To Acquire Renewable Energy Facilities | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Nameplate capacity (MW) | MW | 195.5 | ||||||||||||||||
Open commitments | $ 240,900,000 | ||||||||||||||||
Affiliated Entity | Intercompany Agreement | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Nameplate capacity (MW) | MW | 222.6 | ||||||||||||||||
Affiliated Entity | Intercompany Agreement | AP Warehouse | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Nameplate capacity (MW) | MW | 521.2 | ||||||||||||||||
Affiliated Entity | Fleet Availability Guarantee Agreement | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Availability agreement - threshold | 99.00% | ||||||||||||||||
Availability agreement - fee as a portion of service fee | 2.00% | ||||||||||||||||
Availability agreement - increments below threshold | 0.25% | ||||||||||||||||
Other revenues | $ 1,000,000 | ||||||||||||||||
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 | ||||||||||||||||
Investments and Receivables - Affiliates | SunEdison | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Loss on investment | $ 11,300,000 |
Related Parties - Net SunEdison
Related Parties - Net SunEdison Investment (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SunEdison | ||||
Related Party Transaction [Line Items] | ||||
Equity contribution | $ 8,000,000 | |||
SunEdison | Interest Payment Agreement | ||||
Related Party Transaction [Line Items] | ||||
Equity contribution | $ 5,400,000 | $ 0 | 4,000,000 | |
SunEdison | Management Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Payments for related party transactions | $ 0 | 7,000,000 | 4,000,000 | $ 0 |
SunEdison | Amended Interest Payment Agreement | ||||
Related Party Transaction [Line Items] | ||||
Equity contribution | 8,000,000 | 6,600,000 | ||
SunEdison | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 25,400,000 | 153,401,000 | 424,944,000 | |
SunEdison | Affiliated Entity | MSA - General And Administrative Expenses | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 7,666,000 | 51,330,000 | 19,144,000 | |
SunEdison | Affiliated Entity | MSA - Failed Deal Costs | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 0 | 6,069,000 | 0 | |
SunEdison | Affiliated Entity | Interest Payment Agreement | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 0 | 18,597,000 | 5,400,000 | |
SunEdison | Affiliated Entity | First Wind | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 0 | 4,303,000 | 0 | |
SunEdison | Affiliated Entity | Equity Awards | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | (3,369,000) | (10,509,000) | 0 | |
SunEdison | Affiliated Entity | Contribution Deemed Related To Acquisitions | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 19,517,000 | 41,773,000 | 1,498,000 | |
SunEdison | Affiliated Entity | Lindsay Debt Repayment | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 0 | 40,306,000 | 0 | |
SunEdison | Affiliated Entity | Contribution In Exchange For Common Equity At IPO | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | 0 | 0 | 398,902,000 | |
SunEdison | Affiliated Entity | Other | ||||
Related Party Transaction [Line Items] | ||||
Net SunEdison investment | $ 1,586,000 | $ 1,532,000 | $ 0 |
Related Parties - Commitments t
Related Parties - Commitments to Purchase Facilities (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)MW | Dec. 31, 2015USD ($)MW | Dec. 31, 2014USD ($)MW | |
Related Party Transaction, Commitments [Roll Forward] | |||
Nameplate capacity (MW) | MW | 19.2 | 573.5 | 75.7 |
Cash Paid | $ 38,981 | $ 528,089 | $ 65,567 |
Affiliated Entity | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Beginning (in MW) | MW | 195.5 | ||
Ending (in MW) | MW | 0 | 195.5 | |
Distributed Generation | Affiliated Entity | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Acquired (in MW) | MW | (1.2) | ||
Acquired | $ (3,085) | $ (3,100) | |
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 | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Cash Paid | 16,900 | ||
SunEdison | Affiliated Entity | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Beginning | 240,896 | ||
Ending | $ 0 | $ 240,896 | |
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 | 91.5 | 25.7 |
Cash Paid | $ 2,750 | $ 155,573 | $ 33,386 |
UNITED STATES | Distributed Generation | Affiliated Entity | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Cash Paid | $ 2,800 | ||
UNITED STATES | Residential | |||
Related Party Transaction, Commitments [Roll Forward] | |||
Nameplate capacity (MW) | MW | 12.9 | ||
Cash Paid | $ 25,053 |
Segment Reporting - Income stat
Segment Reporting - Income statement summary table (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)reportable_segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | reportable_segment | 2 | ||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Operating revenues, net | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | $ 654,556 | $ 469,506 | $ 127,156 |
Depreciation, accretion and amortization expense | 243,365 | 161,310 | 41,280 | ||||||||
Other operating costs and expenses | 322,214 | 302,682 | 79,487 | ||||||||
Interest expense, net | 67,225 | 72,818 | 101,299 | 68,994 | 46,203 | 48,786 | 35,961 | 36,855 | 310,336 | 167,805 | 86,191 |
Other non-operating (income) expenses, net | 19,654 | 59,085 | 6,810 | ||||||||
Income tax expense/benefit | 494 | (13,241) | (4,689) | ||||||||
Net loss | (135,354) | $ (27,711) | $ (44,937) | $ (33,505) | (156,027) | $ 2,418 | $ 29,134 | $ (83,660) | (241,507) | (208,135) | (81,923) |
Capital expenditures | 45,869 | 647,561 | 1,122,293 | ||||||||
Balance Sheet | |||||||||||
Total assets | 7,705,865 | 8,217,409 | 7,705,865 | 8,217,409 | |||||||
Corporate | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Operating revenues, net | 0 | 0 | 0 | ||||||||
Depreciation, accretion and amortization expense | 1,580 | 191 | 0 | ||||||||
Other operating costs and expenses | 90,142 | 147,336 | 46,165 | ||||||||
Interest expense, net | 127,469 | 89,463 | 30,172 | ||||||||
Other non-operating (income) expenses, net | 19,545 | 38,417 | 13,019 | ||||||||
Income tax expense/benefit | 494 | (13,241) | (4,689) | ||||||||
Net loss | (239,230) | (262,166) | (84,667) | ||||||||
Capital expenditures | 1,560 | 3,248 | 0 | ||||||||
Balance Sheet | |||||||||||
Total assets | 501,007 | 528,737 | 501,007 | 528,737 | |||||||
Segments | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Operating revenues, net | 654,556 | 469,506 | 127,156 | ||||||||
Segments | Solar | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Operating revenues, net | 377,488 | 346,033 | 127,156 | ||||||||
Depreciation, accretion and amortization expense | 115,050 | 117,727 | 41,280 | ||||||||
Other operating costs and expenses | 140,459 | 65,515 | 33,322 | ||||||||
Interest expense, net | 97,123 | 71,351 | 56,019 | ||||||||
Other non-operating (income) expenses, net | (1,017) | 13,986 | (6,209) | ||||||||
Income tax expense/benefit | 0 | 0 | 0 | ||||||||
Net loss | 25,873 | 77,454 | 2,744 | ||||||||
Capital expenditures | 32,132 | 462,719 | 1,122,293 | ||||||||
Balance Sheet | |||||||||||
Total assets | 3,595,387 | 3,923,186 | 3,595,387 | 3,923,186 | |||||||
Segments | Wind | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Operating revenues, net | 277,068 | 123,473 | 0 | ||||||||
Depreciation, accretion and amortization expense | 126,735 | 43,392 | 0 | ||||||||
Other operating costs and expenses | 91,613 | 89,831 | 0 | ||||||||
Interest expense, net | 85,744 | 6,991 | 0 | ||||||||
Other non-operating (income) expenses, net | 1,126 | 6,682 | 0 | ||||||||
Income tax expense/benefit | 0 | 0 | 0 | ||||||||
Net loss | (28,150) | (23,423) | 0 | ||||||||
Capital expenditures | 12,177 | 181,594 | $ 0 | ||||||||
Balance Sheet | |||||||||||
Total assets | $ 3,609,471 | $ 3,765,486 | $ 3,609,471 | $ 3,765,486 |
Segment Reporting - Revenues by
Segment Reporting - Revenues by customer table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue, Major Customer [Line Items] | |||||||||||
Operating revenues, net | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | $ 654,556 | $ 469,506 | $ 127,156 |
Tennessee Valley Authority | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Operating revenues, net | $ 73,068 | ||||||||||
Concentration risk (percent) | 11.20% | ||||||||||
San Diego Gas & Electric | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Operating revenues, net | $ 65,709 | $ 67,562 | $ 39,574 | ||||||||
Concentration risk (percent) | 10.00% | 14.40% | 31.10% | ||||||||
Compañía Minera del Pacífico S.A. | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Operating revenues, net | $ 23,130 | ||||||||||
Concentration risk (percent) | 18.20% |
Segment Reporting - Revenue rec
Segment Reporting - Revenue reconciliation table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | $ 654,556 | $ 469,506 | $ 127,156 |
Segments | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 654,556 | 469,506 | 127,156 | ||||||||
Segments | United States (including Puerto Rico) | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 528,513 | 368,117 | 87,502 | ||||||||
Segments | Chile | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 28,065 | 27,148 | 23,130 | ||||||||
Segments | United Kingdom | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | 51,600 | 55,542 | 15,890 | ||||||||
Segments | Canada | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues | $ 46,378 | $ 18,699 | $ 634 |
Segment Reporting - Long-lived
Segment Reporting - Long-lived assets table (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 6,135,363 | $ 7,136,272 |
Current assets | 893,016 | 936,761 |
Other non-current assets | 677,486 | 144,376 |
Total assets | 7,705,865 | 8,217,409 |
Non-current assets held for sale | 552,271 | 0 |
United States (including Puerto Rico) | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 5,524,136 | 5,876,846 |
Non-current assets held for sale | 19,500 | |
Chile | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 175,204 | 181,756 |
United Kingdom | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 16,045 | 659,176 |
Non-current assets held for sale | 532,700 | |
Canada | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 419,978 | $ 418,494 |
Other Comprehensive Income (102
Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI [Roll Forward] | ||||
Beginning balance | $ 646,282 | $ 2,940,269 | $ 1,515,921 | $ 15,452 |
Other comprehensive income (loss), net of tax | (5,466) | 842 | 13,130 | (5,466) |
Accumulated other comprehensive (loss) income | 22,912 | 22,900 | ||
Ending balance | 1,515,921 | 2,717,999 | 2,940,269 | 1,515,921 |
Other comprehensive income (loss), net of tax: | ||||
Other comprehensive income (loss), Before Tax | 1,248 | 27,757 | (5,466) | |
Other comprehensive income (loss), Tax Effect | (406) | (14,627) | 0 | |
Other comprehensive income (loss), net of tax | (5,466) | 842 | 13,130 | (5,466) |
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison | 0 | 40,016 | 0 | |
Foreign Currency Translation Adjustments | ||||
AOCI [Roll Forward] | ||||
Beginning balance | (11,733) | (1,149) | 0 | |
Net unrealized (loss) gain arising during the period | (15,039) | (18,446) | (3,541) | |
Reclassification of net realized loss (gain) into earnings: | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (15,039) | (18,446) | (3,541) | |
Accumulated other comprehensive (loss) income | (3,541) | (26,772) | (19,595) | (3,541) |
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | (4,639) | (7,862) | (2,392) | |
Ending balance | (1,149) | (22,133) | (11,733) | (1,149) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized gain (loss) arising during the period, Net of Tax | (15,039) | (18,446) | (3,541) | |
Reclassification of net realized loss into earnings, Net of Tax | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (15,039) | (18,446) | (3,541) | |
Hedging Activities | ||||
AOCI [Roll Forward] | ||||
Beginning balance | 34,633 | (488) | 0 | |
Net unrealized (loss) gain arising during the period | (86) | 26,913 | (1,925) | |
Reclassification of net realized loss (gain) into earnings: | 4,663 | 0 | ||
Other comprehensive income (loss), net of tax | 15,881 | 31,576 | (1,925) | |
Accumulated other comprehensive (loss) income | (1,925) | 50,514 | 31,088 | (1,925) |
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | 5,469 | (3,545) | (1,437) | |
Ending balance | (488) | 45,045 | 34,633 | (488) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized gain (loss) arising during the period, Net of Tax | (86) | 26,913 | (1,925) | |
Reclassification of net realized loss into earnings, Net of Tax | 4,663 | 0 | ||
Other comprehensive income (loss), net of tax | 15,881 | 31,576 | (1,925) | |
Accumulated Other Comprehensive (Loss) Income | ||||
AOCI [Roll Forward] | ||||
Beginning balance | 22,900 | (1,637) | 0 | |
Net unrealized (loss) gain arising during the period | (15,125) | 8,467 | (5,466) | |
Reclassification of net realized loss (gain) into earnings: | 4,663 | 0 | ||
Other comprehensive income (loss), net of tax | 842 | 13,130 | (5,466) | |
Accumulated other comprehensive (loss) income | (5,466) | 23,742 | 11,493 | (5,466) |
Less: Other comprehensive income (loss) attributable to non-controlling interests, net of tax | 830 | (11,407) | (3,829) | |
Ending balance | (1,637) | 22,912 | 22,900 | (1,637) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized gain (loss) arising during the period, Net of Tax | (15,125) | 8,467 | (5,466) | |
Reclassification of net realized loss into earnings, Net of Tax | 4,663 | 0 | ||
Other comprehensive income (loss), net of tax | 842 | 13,130 | (5,466) | |
Foreign currency translation adjustments: | ||||
AOCI [Roll Forward] | ||||
Net unrealized (loss) gain arising during the period | (15,039) | (18,446) | (3,541) | |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized gain (loss) arising during the period, Before Tax | (15,039) | (18,446) | (3,541) | |
Net unrealized gain (loss) arising during the period, Tax Effect | 0 | 0 | 0 | |
Net unrealized gain (loss) arising during the period, Net of Tax | (15,039) | (18,446) | (3,541) | |
Hedging activities: | ||||
AOCI [Roll Forward] | ||||
Net unrealized (loss) gain arising during the period | (86) | 26,913 | (1,925) | |
Reclassification of net realized loss (gain) into earnings: | 15,967 | 4,663 | 0 | |
Other comprehensive income (loss), net of tax | 15,881 | 31,576 | (1,925) | |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized gain (loss) arising during the period, Before Tax | 320 | 41,540 | (1,925) | |
Net unrealized gain (loss) arising during the period, Tax Effect | (406) | (14,627) | 0 | |
Net unrealized gain (loss) arising during the period, Net of Tax | (86) | 26,913 | (1,925) | |
Reclassification of net realized loss into earnings, Before Tax | 15,967 | 4,663 | 0 | |
Reclassification of net realized loss into earnings, Tax Effect | 0 | 0 | 0 | |
Reclassification of net realized loss into earnings, Net of Tax | 15,967 | 4,663 | 0 | |
Other comprehensive income (loss), Before Tax | 16,287 | 46,203 | (1,925) | |
Other comprehensive income (loss), Tax Effect | (406) | (14,627) | 0 | |
Other comprehensive income (loss), net of tax | 15,881 | 31,576 | (1,925) | |
Noncontrolling Interest | ||||
AOCI [Roll Forward] | ||||
Beginning balance | 235,809 | 1,755,526 | 1,044,529 | 12,778 |
Other comprehensive income (loss), net of tax | (3,829) | 830 | (11,407) | (3,829) |
Ending balance | 1,044,529 | 1,465,042 | 1,755,526 | 1,044,529 |
Other comprehensive income (loss), net of tax: | ||||
Other comprehensive income (loss), net of tax | (3,829) | 830 | (11,407) | (3,829) |
AOCI Attributable to Parent | ||||
AOCI [Roll Forward] | ||||
Beginning balance | 0 | 22,900 | (1,637) | 0 |
Other comprehensive income (loss), net of tax | (1,637) | 12 | (15,479) | (1,637) |
Ending balance | (1,637) | 22,912 | 22,900 | (1,637) |
Other comprehensive income (loss), net of tax: | ||||
Other comprehensive income (loss), net of tax | $ (1,637) | 12 | $ (15,479) | $ (1,637) |
Interest expense, net | Foreign Currency Translation Adjustments | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | 0 | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | 0 | |||
Interest expense, net | Hedging Activities | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | 28,539 | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | 28,539 | |||
Interest expense, net | Accumulated Other Comprehensive (Loss) Income | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | 28,539 | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | 28,539 | |||
Operating revenues, net | Foreign Currency Translation Adjustments | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | 0 | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | 0 | |||
Operating revenues, net | Hedging Activities | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | (12,572) | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | (12,572) | |||
Operating revenues, net | Accumulated Other Comprehensive (Loss) Income | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | (12,572) | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | (12,572) | |||
United Kingdom | Interest expense, net | Hedging Activities | ||||
AOCI [Roll Forward] | ||||
Reclassification of net realized loss (gain) into earnings: | 16,900 | |||
Other comprehensive income (loss), net of tax: | ||||
Reclassification of net realized loss into earnings, Net of Tax | $ 16,900 |
Quarterly Financial Informat103
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 21, 2016 | Apr. 20, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Operating revenues, net | $ 135,220 | $ 178,118 | $ 187,301 | $ 153,917 | $ 105,654 | $ 163,291 | $ 130,046 | $ 70,515 | $ 654,556 | $ 469,506 | $ 127,156 | ||
Operating (loss) income | (56,794) | 50,708 | 62,558 | 32,505 | (86,339) | 64,135 | 39,681 | (11,963) | 88,977 | 5,514 | 6,389 | ||
Interest expense, net | 67,225 | 72,818 | 101,299 | 68,994 | 46,203 | 48,786 | 35,961 | 36,855 | 310,336 | 167,805 | 86,191 | ||
Net loss | (135,354) | (27,711) | (44,937) | (33,505) | (156,027) | 2,418 | 29,134 | (83,660) | (241,507) | (208,135) | (81,923) | ||
Net (loss) income attributable to Class A common stockholders | $ (82,288) | $ (26,171) | $ (20,907) | $ (481) | $ (57,750) | $ (820) | $ 6,800 | $ (28,116) | $ (129,847) | $ (79,886) | $ (25,617) | ||
Weighted average Class A common stock - Basic and Diluted (shares) | 91,658 | 90,860 | 90,809 | 87,833 | 77,982 | 77,522 | 57,961 | 49,694 | 90,815 | 65,883 | 29,602 | ||
Net (loss) earnings per weighted average Class A common share - basic and diluted ($ per share) | $ (0.94) | $ (0.29) | $ (0.23) | $ (0.01) | $ (0.75) | $ (0.03) | $ 0.10 | $ (0.57) | $ (1.47) | $ (1.25) | $ (0.87) | ||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Special interest | $ 8,600 | $ 3,200 | |||||||||||
Goodwill impairment | $ 55,874 | $ 0 | $ 0 | ||||||||||
Gain/loss on discontinued operations | (15,700) | ||||||||||||
Gain/loss on repurchase | (1,079) | (16,156) | 7,635 | ||||||||||
Gain reclassified | 954 | (4,663) | 0 | ||||||||||
Operating costs | (565,579) | (463,992) | (120,767) | ||||||||||
Gain/loss on extinguishment | $ 11,400 | $ (20,000) | (1,079) | (16,156) | 7,635 | ||||||||
Amortization of deferred financing costs and debt discounts | $ 9,900 | 24,160 | 27,028 | 25,793 | |||||||||
Loss on prepaid warranty - affiliate | 0 | 45,380 | 0 | ||||||||||
Loss on investments and receivables - affiliate | $ 2,500 | 3,336 | 16,079 | 0 | |||||||||
Interest expense, net | Interest rate swaps | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Loss (gain) on derivatives | 13,700 | 7,300 | |||||||||||
Gain reclassified | (11,618) | (4,663) | $ 0 | ||||||||||
UK Portfolio | Interest expense, net | Interest rate swaps | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Loss (gain) on derivatives | $ 5,200 | $ 16,900 | 16,900 | ||||||||||
Gain reclassified | 11,600 | ||||||||||||
Residential Portfolio | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Abandonment charge | 3,300 | ||||||||||||
Gain/loss on discontinued operations | $ (15,700) | ||||||||||||
LAP | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Damages | $ 10,000 | ||||||||||||
Subsidiaries | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Damages awarded | $ 13,600 | ||||||||||||
Subsidiaries | Judicial Ruling | First Wind Versus Eastern Main Electric Cooperative | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Damages awarded | $ 14,000 | ||||||||||||
Subsidiaries | Judicial Ruling | New U.K. Facility | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Gain/loss on extinguishment | $ (7,500) | ||||||||||||
Scenario, Adjustment | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Depreciation and accretion | 4,400 | ||||||||||||
Operating costs | $ 5,900 | ||||||||||||
Loss on investments and receivables - affiliate | $ 4,800 |