Redeemable Non-controlling Interests | REDEEMABLE NON-CONTROLLING INTERESTS During the second quarter of 2018, the Company discovered certain errors in its unaudited consolidated condensed financial statements for the periods ended March 31, 2018 and 2017, September 30, 2017, and June 30, 2017, and in its annual audited consolidated financial statements for the years ended December 31, 2017, 2016 and 2015. These errors relate to the Company’s accounting for certain intercompany transactions with non-wholly owned controlled subsidiaries and resulted in an overstatement of the allocation of net income attributable to the redeemable non-controlling interests with a corresponding understatement of the allocation of net income attributable to Class A common stockholders and non-controlling interests. The Company’s management assessed the impact of these adjustments and concluded the impact on the prior period financial statements was immaterial to each of the affected reporting periods and therefore amendment of previously filed reports was not required. However, the correction of the cumulative amount of the prior period errors would have been material to the current year consolidated financial statements and therefore, the Company corrected these errors in the prior periods included herein. These errors occurred between July 1, 2015, and March 31, 2018, therefore, there is no cumulative effect on the Company’s consolidated financial statements as of January 1, 2015. The correction had no impact on the previously reported amounts of consolidated cash flows from operating, investing or financing activities. The tables below summarize the effect of the corrections of the previously reported consolidated financial statement line items: Condensed Consolidated Balance Sheet March 31, 2018 (In thousands) As Previously Reported Adjustment Revised Deferred income taxes $ 16,839 $ 6,282 $ 23,121 Total liabilities 3,928,671 6,282 3,934,953 Redeemable non-controlling interests 50,760 (23,189 ) 27,571 Additional paid-in capital 1,841,692 5,919 1,847,611 Accumulated deficit (290,818 ) 10,988 (279,830 ) Total TerraForm Power, Inc. stockholders’ equity 1,576,008 16,907 1,592,915 Total stockholders’ equity 2,279,350 16,907 2,296,257 Consolidated Balance Sheet December 31, 2017 (In thousands) As Previously Reported Adjustment Revised Deferred income taxes $ 18,636 $ 6,336 $ 24,972 Total liabilities 3,958,313 6,336 3,964,649 Redeemable non-controlling interests 58,340 (23,680 ) 34,660 Additional paid-in capital 1,866,206 5,919 1,872,125 Accumulated deficit (398,629 ) 11,425 (387,204 ) Total TerraForm Power, Inc. stockholders’ equity 1,510,369 17,344 1,527,713 Total stockholders’ equity 2,370,368 17,344 2,387,712 Consolidated Balance Sheet December 31, 2016 (In thousands) As Previously Reported Adjustment Revised Deferred income taxes $ 27,723 $ 2,897 $ 30,620 Total liabilities 4,807,499 2,897 4,810,396 Redeemable non-controlling interests 180,367 (14,392 ) 165,975 Accumulated deficit (234,440 ) 7,390 (227,050 ) Total TerraForm Power, Inc. stockholders’ equity 1,252,957 7,390 1,260,347 Non-controlling interests 1,465,042 4,105 1,469,147 Total stockholders’ equity 2,717,999 11,495 2,729,494 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2018 Three Months Ended March 31, 2017 (In thousands, except per share amounts) As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Income tax benefit $ (976 ) $ (54 ) $ (1,030 ) $ (918 ) $ 349 $ (569 ) Net loss (76,367 ) 54 (76,313 ) (56,273 ) (349 ) (56,622 ) Net (loss) income attributable to redeemable non-controlling interests (2,513 ) 491 (2,022 ) 835 (1,828 ) (993 ) Net (loss) income attributable to non-controlling interests (157,087 ) — (157,087 ) (25,339 ) 507 (24,832 ) Net income (loss) attributable to Class A common stockholders 83,233 (437 ) 82,796 (31,769 ) 972 (30,797 ) Earnings (loss) per share of Class A common stock - Basic and diluted 0.56 — 0.56 (0.37 ) 0.01 (0.36 ) Total comprehensive loss (91,104 ) 54 (91,050 ) (39,925 ) (349 ) (40,274 ) Comprehensive loss attributable to non-controlling interests (160,843 ) 491 (160,352 ) (17,614 ) (1,321 ) (18,935 ) Comprehensive income (loss) attributable to Class A common stockholders 69,739 (437 ) 69,302 (22,311 ) 972 (21,339 ) Consolidated Statements of Operations and Comprehensive Loss Three Months Ended December 31, 2017 Twelve Months Ended December 31, 2017 (In thousands, except per share amounts) As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Income tax benefit $ (18,098 ) $ 713 $ (17,385 ) $ (23,080 ) $ 3,439 $ (19,641 ) Net loss (141,091 ) (713 ) (141,804 ) (232,864 ) (3,439 ) (236,303 ) Net loss excluding pre-acquisition net loss of renewable energy facilities acquired from SunEdison (141,091 ) (713 ) (141,804 ) (232,864 ) (3,439 ) (236,303 ) Net (loss) income attributable to redeemable non-controlling interests (7,278 ) (1,390 ) (8,668 ) 10,884 (9,288 ) 1,596 Net (loss) income attributable to non-controlling interests (20,514 ) 41 (20,473 ) (79,559 ) 1,814 (77,745 ) Net loss attributable to Class A common stockholders (113,299 ) 636 (112,663 ) (164,189 ) 4,035 (160,154 ) Loss per share of Class A common stock - Basic and diluted (0.82 ) — (0.82 ) (1.65 ) 0.04 (1.61 ) Total comprehensive loss (154,995 ) (713 ) (155,708 ) (192,458 ) (3,439 ) (195,897 ) Comprehensive loss attributable to non-controlling interests (33,023 ) (1,349 ) (34,372 ) (54,018 ) (7,474 ) (61,492 ) Comprehensive loss attributable to Class A common stockholders (121,972 ) 636 (121,336 ) (138,440 ) 4,035 (134,405 ) Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 (In thousands, except per share amounts) As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Income tax benefit $ (2,633 ) $ 1,534 $ (1,099 ) $ (4,982 ) $ 2,726 $ (2,256 ) Net loss (34,820 ) (1,534 ) (36,354 ) (91,773 ) (2,726 ) (94,499 ) Net income attributable to redeemable non-controlling interests 6,803 (1,908 ) 4,895 18,162 (7,898 ) 10,264 Net loss attributable to non-controlling interests (15,077 ) 128 (14,949 ) (59,045 ) 1,773 (57,272 ) Net loss attributable to Class A common stockholders (26,546 ) 246 (26,300 ) (50,890 ) 3,399 (47,491 ) Loss per share of Class A common stock - Basic and diluted (0.31 ) — (0.31 ) (0.62 ) 0.03 (0.59 ) Total comprehensive loss (10,853 ) (1,534 ) (12,387 ) (37,463 ) (2,726 ) (40,189 ) Comprehensive income (loss) attributable to non-controlling interests 492 (1,780 ) (1,288 ) (20,995 ) (6,125 ) (27,120 ) Comprehensive loss attributable to Class A common stockholders (11,345 ) 246 (11,099 ) (16,468 ) 3,399 (13,069 ) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (In thousands, except per share amounts) As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Income tax benefit $ (1,431 ) $ 843 $ (588 ) $ (2,349 ) $ 1,192 $ (1,157 ) Net loss (680 ) (843 ) (1,523 ) (56,953 ) (1,192 ) (58,145 ) Net income attributable to redeemable non-controlling interests 10,524 (4,162 ) 6,362 11,359 (5,990 ) 5,369 Net loss attributable to non-controlling interests (18,629 ) 1,138 (17,491 ) (43,968 ) 1,645 (42,323 ) Net income (loss) attributable to Class A common stockholders 7,425 2,181 9,606 (24,344 ) 3,153 (21,191 ) Earnings (loss) per share of Class A common stock - Basic and diluted 0.06 0.02 0.08 (0.31 ) 0.03 (0.28 ) Total comprehensive income (loss) 13,315 (843 ) 12,472 (26,610 ) (1,192 ) (27,802 ) Comprehensive loss attributable to non-controlling interests (3,873 ) (3,024 ) (6,897 ) (21,487 ) (4,345 ) (25,832 ) Comprehensive income (loss) attributable to Class A common stockholders 17,188 2,181 19,369 (5,123 ) 3,153 (1,970 ) Consolidated Statements of Operations and Comprehensive (Loss) Income Twelve Months Ended December 31, 2015 Twelve Months Ended December 31, 2016 (In thousands, except per share amounts) As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Income tax (benefit) expense $ (13,241 ) $ 657 $ (12,584 ) $ 494 $ 2,240 $ 2,734 Net loss (208,135 ) (657 ) (208,792 ) (241,507 ) (2,240 ) (243,747 ) Net loss subsequent to IPO and excluding pre-acquisition net loss of renewable energy facilities acquired from SunEdison (209,745 ) (657 ) (210,402 ) (241,507 ) (2,240 ) (243,747 ) Net income attributable to redeemable non-controlling interests 8,512 (2,509 ) 6,003 18,365 (11,883 ) 6,482 Net loss attributable to non-controlling interest (138,371 ) 798 (137,573 ) (130,025 ) 3,307 (126,718 ) Net loss attributable to Class A common stockholders (79,886 ) 1,054 (78,832 ) (129,847 ) 6,336 (123,511 ) Loss per share of Class A common stock - Basic and diluted (1.25 ) 0.01 (1.24 ) (1.47 ) 0.07 (1.40 ) Total comprehensive loss (195,005 ) (657 ) (195,662 ) (240,665 ) (2,240 ) (242,905 ) Comprehensive loss subsequent to IPO and excluding pre-acquisition comprehensive income (loss) of renewable energy facilities acquired from SunEdison (236,631 ) (657 ) (237,288 ) (240,665 ) (2,240 ) (242,905 ) Comprehensive loss attributable to non-controlling interests (141,266 ) (1,711 ) (142,977 ) (110,830 ) (8,576 ) (119,406 ) Comprehensive loss attributable to Class A common stockholders (95,365 ) 1,054 (94,311 ) (129,835 ) 6,336 (123,499 ) The following table presents the activity of the redeemable non-controlling interests balance for the six months ended June 30, 2018: (In thousands) Redeemable Non-controlling Interests Balance as of December 31, 2017 $ 34,660 Cumulative-effect adjustment 1 (4,485 ) Redeemable non-controlling interests acquired in business combination 2 55,117 Distributions (1,118 ) Net loss 2,658 Foreign exchange differences (283 ) Balance as of June 30, 2018 $ 86,549 ——— (1) See discussion in Note 2. Summary of Significant Accounting Policies regarding the Company’s adoption of ASU No. 2014-09 and ASU No. 2016-08 as of January 1, 2018. (2) See Note 4. Acquisitions and Dispositions . |