Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - Clearway Energy, Inc. | a14-17305_18ka.htm |
| EX-99.3 - EX-99.3 - Clearway Energy, Inc. | a14-17305_1ex99d3.htm |
| EX-23.3 - EX-23.3 - Clearway Energy, Inc. | a14-17305_1ex23d3.htm |
| EX-99.1 - EX-99.1 - Clearway Energy, Inc. | a14-17305_1ex99d1.htm |
| EX-23.2 - EX-23.2 - Clearway Energy, Inc. | a14-17305_1ex23d2.htm |
| EX-99.5 - EX-99.5 - Clearway Energy, Inc. | a14-17305_1ex99d5.htm |
| EX-99.7 - EX-99.7 - Clearway Energy, Inc. | a14-17305_1ex99d7.htm |
| EX-23.1 - EX-23.1 - Clearway Energy, Inc. | a14-17305_1ex23d1.htm |
| EX-99.2 - EX-99.2 - Clearway Energy, Inc. | a14-17305_1ex99d2.htm |
| EX-99.4 - EX-99.4 - Clearway Energy, Inc. | a14-17305_1ex99d4.htm |
Exhibit 99.6
TA-HIGH DESERT, LLC
Financial Statements
(unaudited)
March 31, 2014
TA-HIGH DESERT, LLC
Balance Sheets
(Amounts in thousands)
|
|
|
March 31, |
|
December 31, |
|
|
|
|
(unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash |
$ |
705 |
|
— |
|
|
Restricted cash |
|
525 |
|
4,024 |
|
|
Accounts receivable - trade |
|
548 |
|
706 |
|
|
Prepaid expenses |
|
103 |
|
133 |
|
|
Renewable energy grant receivable |
|
19,628 |
|
19,628 |
|
|
Total current assets |
|
21,509 |
|
24,491 |
|
|
Property, plant and equipment: |
|
|
|
|
|
|
Property, plant and equipment |
|
69,984 |
|
69,850 |
|
|
Less accumulated depreciation |
|
(2,312 |
) |
(1,734 |
) |
|
Net property, plant and equipment |
|
67,672 |
|
68,116 |
|
|
Other assets: |
|
|
|
|
|
|
Other intangible asset, net of accumulated amortization of $500 and $375 in 2014 and 2013, respectively |
|
9,361 |
|
9,486 |
|
|
Other assets |
|
75 |
|
75 |
|
|
Total other assets |
|
9,436 |
|
9,561 |
|
|
Total assets |
$ |
98,617 |
|
102,168 |
|
|
Liabilities and Members’ Equity |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Current portion of long-term debt |
$ |
24,076 |
|
24,976 |
|
|
Accounts payable - trade |
|
97 |
|
102 |
|
|
Accounts payable - affiliates |
|
4 |
|
16 |
|
|
Accrued expenses |
|
59 |
|
49 |
|
|
Other current liabilities |
|
942 |
|
2,891 |
|
|
Total current liabilities |
|
25,178 |
|
28,034 |
|
|
Other liabilities: |
|
|
|
|
|
|
Long-term debt |
|
55,019 |
|
55,019 |
|
|
Total noncurrent liabilities |
|
55,019 |
|
55,019 |
|
|
Total liabilities |
|
80,197 |
|
83,053 |
|
|
Members’ equity: |
|
|
|
|
|
|
Contributed capital |
|
17,798 |
|
17,798 |
|
|
Retained earnings |
|
622 |
|
1,317 |
|
|
Total members’ equity |
|
18,420 |
|
19,115 |
|
|
Total liabilities and members’ equity |
$ |
98,617 |
|
102,168 |
|
See accompanying Notes to Financial Statements.
TA-HIGH DESERT, LLC
Statements of Operations and Comprehensive Loss
(Amounts in thousands)
(unaudited)
|
|
|
Three months |
|
|
Operating revenue: |
|
|
|
|
Sales of electricity |
$ |
1,295 |
|
|
Total operating revenues |
|
1,295 |
|
|
Operating costs and expenses: |
|
|
|
|
Cost of operations |
|
347 |
|
|
Depreciation expense |
|
578 |
|
|
Amortization of intangible asset |
|
125 |
|
|
Total operating costs and expenses |
|
1,050 |
|
|
Operating income |
|
245 |
|
|
Other expense, net: |
|
|
|
|
Interest expense |
|
940 |
|
|
Total other expense, net |
|
940 |
|
|
Net loss |
$ |
(695 |
) |
See accompanying Notes to Financial Statements.
TA-HIGH DESERT, LLC
Statements of Cash Flows
(Amounts in thousands)
(unaudited)
|
|
|
Three months |
|
|
Cash flows from operating activities: |
|
|
|
|
Net loss |
$ |
(695 |
) |
|
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: |
|
|
|
|
Depreciation expense |
|
578 |
|
|
Amortization of intangible asset |
|
125 |
|
|
Changes in assets and liabilities: |
|
|
|
|
Accounts receivable - trade |
|
158 |
|
|
Prepaid expenses |
|
30 |
|
|
Accounts payable - trade |
|
(5 |
) |
|
Accounts payable - affiliates |
|
(12 |
) |
|
Accrued expenses |
|
10 |
|
|
Net cash provided by/(used in) operating activities |
|
189 |
|
|
Cash flows from investing activities: |
|
|
|
|
Capital expenditures |
|
(2,083 |
) |
|
Decrease/(increase) in restricted cash |
|
3,499 |
|
|
Net cash provided by/(used in) investing activities |
|
1,416 |
|
|
Cash flows from financing activities: |
|
|
|
|
Capital contributions from Parent |
|
— |
|
|
Proceeds from issuance of long-term debt |
|
— |
|
|
Repayment of debt |
|
(900 |
) |
|
Payment of note payable to affiliate |
|
— |
|
|
Net cash (used in)/provided by financing activities |
|
(900 |
) |
|
Net change in cash and cash equivalents |
|
705 |
|
|
Cash and cash equivalents, beginning of period |
|
— |
|
|
Cash and cash equivalents, end of period |
$ |
705 |
|
See accompanying Notes to Financial Statements.
Notes to Unaudited Financial Statements
(1) Nature of Business
TA-High Desert, LLC (High Desert or the Company), a Delaware limited liability company, is a wholly owned subsidiary of RE Mayfair, LLC (Mayfair), a Delaware limited liability company, a wholly owned subsidiary of NRG Solar PV LLC (Solar PV), a Delaware limited liability company, a wholly owned subsidiary of NRG Solar LLC (NRG Solar), a Delaware limited liability company, a wholly owned subsidiary of NRG Repowering Holdings LLC (NRG RH), a Delaware limited liability company, a wholly owned subsidiary of NRG Energy, Inc. (NRG or the Parent).
The Company, along with Mayfair, was originally a wholly owned subsidiary of Recurrent Energy Development Holdings, LLC (Recurrent) and was organized to develop, design, construct, own, and operate the 20MW High Desert photovoltaic solar generating facility located near Lancaster, California. In February 2013, Solar PV entered into a Purchase and Sale Agreement with Recurrent to acquire 100% of the equity interest in the Company.
In December 2009, the Company entered into a 20-year solar project power purchase agreement (PPA) to provide solar-generated electricity to Southern California Edison (SCE).
The construction of the facility was completed and commercial operations commenced on March 25, 2013. On March 28, 2013, the Company was acquired by NRG. The accounting for the acquisition in accordance with ASC 805, Business Combinations, was completed during the first quarter of 2014, with no material changes.
On April 9, 2014, the Company received $20 million from the U.S. Treasury Department with respect to its application for a renewable energy grant. On April 21, 2014, the Company utilized the proceeds, along with $1.7 million contributed to the Company by NRG RH, to repay the outstanding balance of the Senior Secured Floating Rate Notes. The Company is evaluating the basis for the U.S. Treasury Department’s award and all of its options for recovering the amount by which the U.S. Treasury Department reduced the award.
The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the Company’s annual financial statements. Interim results are not necessarily indicative of results for a full year.
(2) Commitments and Contingencies
In February 2014, the Company received a demand letter from Recurrent requesting payments for certain disputed items within the purchase and sale agreement. The Company engaged independent engineers to investigate the validity of the related claims and responded to the demand letter contesting the related payments. Thereafter, the parties engaged in settlement discussions and on July 17, 2014, they reached an agreement in principle to resolve the claims for approximately $3.6 million.
(3) Subsequent Events
These financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the balance sheet date through July 17, 2014, the date that the financial statements are available to be issued.