Clearway Energy, Inc. - FORM 8-K/A - EX-99.7

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-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
EX-99.6 - EX-99.6 - Clearway Energy, Inc.	a14-17305_1ex99d6.htm

Exhibit 99.7

PRO FORMA FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Combined Financial Statements

The Unaudited Pro Forma Condensed Consolidated Combined Financial Statements, or the pro forma financial statements, combine the historical consolidated financial statements of Yield Inc. and the financial statements of certain ROFO Assets acquired on June 30, 2014 to illustrate the potential effect of the acquisitions. The Acquired ROFO Assets were El Segundo Energy Center, TA-High Desert and RE Kansas South. The pro forma financial statements are based on, and should be read in conjunction with, the:

· accompanying notes to the Unaudited Pro Forma Condensed Consolidated Combined Financial Statements;

· consolidated financial statements of Yield Inc. for the year ended December 31, 2013 and for the three months ended March 31, 2014 and the notes relating thereto, incorporated herein by reference; and

· financial statements of the operating subsidiaries of Natural Gas Repowering LLC, the indirect owner of El Segundo Energy Center, NRG Solar Kansas South Holdings LLC, the indirect owner of RE Kansas South, and NRG Solar Mayfair LLC, the indirect owner of TA-High Desert, for the year ended December 31, 2013 and for the three months ended March 31, 2014 and the notes relating thereto. These financial statements are for NRG West Holdings LLC, NRG Solar Kansas South LLC and TA-High Desert LLC.

The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition of El Segundo Energy Center, RE Kansas South and TA-High Desert, (2) factually supportable and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results. The Unaudited Pro Forma Condensed Consolidated Combined Statements of Operations or the pro forma statements of operations, for the year ended December 31, 2013 and for the three months ended March 31, 2014, give effect to the acquisitions as if they occurred on January 1, 2013. The Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet, or the pro forma balance sheet, as of March 31, 2014, gives effect to the acquisitions as if they occurred on March 31, 2014.

As described in the accompanying notes, the acquisitions of El Segundo Energy Center, RE Kansas South and TA-High Desert will be accounted for as a transfer of entities under common control and the purchase price will be allocated to the carrying values of the assets acquired and liabilities assumed as of the date of the acquisitions.

The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the combined company’s results of operations and financial position would have been had the acquisitions of El Segundo Energy Center, RE Kansas South and TA-High Desert been completed on the dates indicated. Yield Inc. could incur significant costs to integrate the businesses. The pro forma financial statements do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the combined company.

Unaudited Pro Forma Combined Consolidated Income Statement

Three Months Ended March 31, 2014

	NRG Yield, Inc. Historical			El Segundo Energy Center			RE Kansas South			TA-High Desert			Combined Acquired ROFO Assets			Pro Forma Adjustments			Pro Forma Combined
	(in millions, except per share amounts)

Operating revenues
Total operating revenues	$	110		$	27		$	1		$	1		$	29		$	—		$	139

Operating Costs and Expenses
Cost of operations	53			6			—			—			6			—			59
Depreciation and amortization	17			5			1			1			7			—			24
General and administrative	—			—			—			—			—			—			—
General and administrative - affiliate	2			—			—			—			—			—			2
Total operating costs and expenses	72			11			1			1			13			—			85

Operating Income	38			16			—			—			16			—			54

Other Income/(Expense)
Equity in earnings of unconsolidated affiliates	1			—			—			—			—			—			1
Other income, net	1			—			—			—			—			—			1
Interest expense	(19		)	(6		)	(1		)	(1		)	(8		)	—			(27		)
Total other income / (expense)	(17		)	(6		)	(1		)	(1		)	(8		)	—			(25		)

Income/(Loss) Before Income Taxes	21			10			(1		)	(1		)	8			—			29

Income tax expense/(benefit)	3			—			—			—			—			1		(a)	4

Net Income/(Loss)	18			10			(1		)	(1		)	8			(1		)	25

Less: Net income/(loss) attributable to noncontrolling interest	14			—			—			—			—			5		(b)	19
Net income/(loss) attributable to NRG Yield, Inc.	4			10			(1		)	(1		)	8			(6		)	6

Earnings per share attributable to Class A common stockholders
Basic weighted average number of Class A common shares outstanding	23																		23
Basic earnings per Class A common share	$	0.18																	$	0.25
Diluted weighted average number of Class A common shares outstanding	30																		30
Diluted earnings per Class A common share	$	0.17																	$	0.20

Unaudited Pro Forma Combined Consolidated Income Statement

Year Ended December 31, 2013

	NRG Yield, Inc. Historical			El Segundo Energy Center			RE Kansas South			TA-High Desert			Combined NRG ROFO Assets			Pro Forma Adjustments			Pro Forma Combined
	(in millions, except per share amounts)
Total operating revenues	$	313		$	56		$	2		$	7		$	65		$	—		$	378
																			—
Operating Costs and Expenses																			—
Cost of operations	127			15			1			1			17			—			144
Depreciation and amortization	51			7			1			2			10			—			61
General and administrative	—			—			—			—			—						—
General and administrative - affiliate	7			—			—			—			—			—			7
Total operating costs and expenses	185			22			2			3			27			—			212

Operating Income	128			34			—			4			38			—			166

Other Income/(Expense)
Equity in earnings of unconsolidated affiliates	22			—			—			—			—			—			22
Other income, net	2			1			—			—			1			—			3
Interest expense	(35		)	(12		)	(1		)	(3		)	(16		)	—			(51		)
Total other income / (expense)	(11		)	(11		)	(1		)	(3		)	(15		)	—			(26		)

Income (Loss) Before Income Taxes	117			23			(1		)	1			23			—			140

Income tax expense	8			—			—			—			—			3		(a)	11
																			—
Net Income / (loss)	109			23			(1		)	1			23			(3		)	129

Less: Predecessor income prior to initial public offering on July 22, 2013	54			—			—			—			—			—			54

Net Income/(loss) Subsequent to Initial Public Offering	55			23			(1		)	1			23			(3		)	75

Less: Net income attributable to noncontrolling interest	42			—			—			—			—			15		(b)	57

Net income / (loss) attributable to NRG Yield, Inc.	13			23			(1		)	1			23			(18		)	18

Earnings per share attributable to Class A common stockholders
Basic weighted average number of Class A common shares outstanding	23																		23
Basic earnings per Class A common share	$	0.57																	$	0.77
Diluted weighted average number of Class A common shares outstanding	23																		23
Diluted earnings per Class A common share	$	0.57																	$	0.77

Unaudited Pro Forma Combined Consolidated Balance Sheet

As of March 31, 2014

	NRG Yield, Inc. Historical		El Segundo Energy Center		RE Kansas South		TA-High Desert		Combined Acquired ROFO Assets		Pro Forma Adjustments		Pro Forma Combined
ASSETS (in millions)

Current Assets
Cash and cash equivalents	420		12		1		1		14		(349	)(c)	85
Restricted cash	21		11		—		—		11		—		32
Accounts receivable - trade, net	38		5		1		1		7		—		45
Accounts receivable - affiliate	1		—		—		—		—		—		1
Inventory	15		—		—		—		—		—		15
Derivative instruments	1		—		—		—		—		—		1
Notes receivable	2		4		—		—		4		—		6
Prepayments and other current assets	4		24		21		20		65		—		69

Total current assets	502		56		23		22		101		(349	)	254

Property, Plant and Equipment
Total property, plant & equipment	1,711		643		50		69		762		—		2,473
Less accumulated depreciation	(181	)	(13	)	(2	)	(2	)	(17	)	—		(198	)
Property, plant and equipment, net of accumulated depreciation	1,530		630		48		67		745		—		2,275

Other Assets
Equity investments in affiliates	229		—		—		—		—		—		229
Notes receivable	5		13		1		—		14		—		19
Intangible assets, net of accumulated amortization	85		8		—		9		17		—		102
Derivative instruments	7		4		1		—		5		—		12
Deferred income taxes	144		—		—		—		—		—		144
Other non-current assets	32		24		—		—		24		—		56

Total other assets	502		49		2		9		60		—		562

Total Assets	2,534		735		73		98		906		(349	)	3,091

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Current portion of long-term debt and capital leases	71		36		23		24		83		—		154
Accounts payable	14		1		—		—		1		—		15
Payable to affiliates	26		10		—		—		15		—		36
Derivative instruments valuation	22		8		—		—		8		—		30
Accrued expenses and other current liabilities	17		2		1		1		4		—		21
Total current liabilities	150		57		24		25		111		—		256

Other Liabilities
Long-term debt and capital leases	1,310		484		35		55		574		—		1,884
Derivative instruments	20		—		—		—		—		—		20
Other non current liabilities	23		3		—		—		3		—		26
Total non-current liabilities	1,353		487		35		55		577		—		1,930

Total Liabilities	1,503		544		59		80		683		—		2,186

Stockholders’ Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued	—		—		—		—		—		—		—
Class A common stock, $0.01 par value; 500,000,000 shares authorized; 22,511,250 shares issued	—		—		—		—		—		—		—
Class B common stock, $0.01 par value; 500,000,000 shares authorized; 42,738,750 shares issued	—		—		—		—		—		—		—
Additional paid-in capital	644		165		14		18		197		(197	)(d)	644
Retained earnings/(Accumulated (loss) deficit)	4		30		(1	)	—		29		(29	)(d)	4
Accumulated other comprehensive income	(2	)	(4	)	1		—		(3	)	—		(5	)
Noncontrolling Interest	385		—		—		—		—		(123	)(d)	262
Total Stockholders’ Equity	1,031		191		14		18		223		(349	)	905

Total Liabilities and Stockholders’ Equity	2,534		735		73		98		906		(349	)	3,095

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

(a) Represents the adjustment to record the tax effect of including the results of the Acquired ROFO Assets in Yield Inc.’s results.

(b) Represents the adjustment to record noncontrolling interest associated with the results of the Acquired ROFO Assets in Yield Inc.’s results.

(c) Represents cash utilized, excluding the $8 million working capital adjustment, to fund the purchase price of the Acquired ROFO Assets.

(d) Represents the adjustment to reclassify the equity of the Acquired ROFO Assets to non-controlling interest. The acquisition represents a transfer of interests under common control and the equity was transferred at carrying value with no gain or loss recorded.

Attached files

Clearway Energy, Inc. Reports

Also read