Attached files

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8-K/A - 8-K/A - Clearway Energy, Inc.a15-1304_28ka.htm
EX-23.1 - EX-23.1 - Clearway Energy, Inc.a15-1304_2ex23d1.htm
EX-99.1 - EX-99.1 - Clearway Energy, Inc.a15-1304_2ex99d1.htm
EX-99.6 - EX-99.6 - Clearway Energy, Inc.a15-1304_2ex99d6.htm
EX-23.2 - EX-23.2 - Clearway Energy, Inc.a15-1304_2ex23d2.htm
EX-99.2 - EX-99.2 - Clearway Energy, Inc.a15-1304_2ex99d2.htm
EX-99.3 - EX-99.3 - Clearway Energy, Inc.a15-1304_2ex99d3.htm
EX-99.7 - EX-99.7 - Clearway Energy, Inc.a15-1304_2ex99d7.htm
EX-23.3 - EX-23.3 - Clearway Energy, Inc.a15-1304_2ex23d3.htm
EX-99.5 - EX-99.5 - Clearway Energy, Inc.a15-1304_2ex99d5.htm

Exhibit 99.4

 

WCEP HOLDINGS, LLC

 

Financial Statements

 

(Unaudited)

 

September 30, 2014

 



 

WCEP HOLDINGS, LLC

 

Table of Contents

 

 

Page(s)

 

 

Financial Statements:

 

 

 

Balance Sheets

2

 

 

Statements of Income

3

 

 

Statements of Member’s Equity

4

 

 

Statements of Cash Flows

5

 

 

Notes to Financial Statements

6—9

 

1



 

WCEP Holdings, LLC And Subsidiaries

(A Delaware Limited Liability Company)

Consolidated Balance Sheets

(in thousands)

 

 

 

Successor

 

 

Predecessor

 

 

 

As of September 30,
2014

 

 

As of December 31,
2013

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,256

 

 

$

27,694

 

Accounts receivable

 

21,385

 

 

13,287

 

Inventory

 

3,133

 

 

2,484

 

Prepaid expenses and other

 

192

 

 

483

 

Total current assets

 

37,966

 

 

43,948

 

 

 

 

 

 

 

 

Property, plant & equipment, net of accumulated depreciation of $9,249 and $13,658

 

515,751

 

 

540,229

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

Restricted cash

 

22,241

 

 

17,831

 

Emission credits

 

16

 

 

24

 

Other intangible assets, net of accumulated amortization of $10,000 and $0

 

170,000

 

 

 

Total assets

 

$

745,974

 

 

$

602,032

 

 

 

 

 

 

 

 

Liabilities & Member’s Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

37,472

 

 

$

35,424

 

Accounts payable and accrued liabilities

 

5,070

 

 

1,333

 

Accrued interest

 

755

 

 

764

 

Derivative instruments

 

12,478

 

 

 

Total current liabilities

 

55,775

 

 

37,521

 

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

406,574

 

 

434,858

 

Long-term derivative liabilities

 

16,455

 

 

31,441

 

Deferred revenue

 

22,608

 

 

 

Asset retirement obligation

 

8,763

 

 

8,346

 

Total liabilities

 

510,175

 

 

512,166

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Member’s equity

 

235,799

 

 

89,866

 

Total liabilities and member’s equity

 

$

745,974

 

 

$

602,032

 

 

2



 

WCEP Holdings, LLC And Subsidiaries

(A Delaware Limited Liability Company)

Consolidated Statements of Operations and Comprehensive Income/(Loss)

For the nine months ended September 30, 2014 and 2013

(Unaudited)

 

 

 

Successor

 

 

Predecessor

 

 

 

April 1, 2014
through
September 30, 2014

 

 

January 1, 2014
through
March 31, 2014

 

January 1, 2013
through
September 30, 2013

 

 

 

(In thousands)

 

 

(In thousands)

 

(In thousands)

 

Operating Revenues

 

 

 

 

 

 

 

 

Energy revenue

 

$

 

 

$

 

$

5,014

 

Lease revenue

 

74,063

 

 

9,920

 

65,017

 

Revenue levelization adjustments

 

(22,608

)

 

 

 

Other revenue

 

(10,000

)

 

 

 

Total operating revenues

 

41,455

 

 

9,920

 

70,031

 

Operating Expenses

 

 

 

 

 

 

 

 

Fuel

 

602

 

 

226

 

4,872

 

Maintenance and other operating costs

 

9,111

 

 

4,499

 

8,248

 

Depreciation, amortization and accretion

 

9,530

 

 

4,843

 

9,362

 

Total operating expenses

 

19,243

 

 

9,568

 

22,482

 

Income from operations

 

22,212

 

 

352

 

47,549

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

Interest income

 

46

 

 

153

 

 

Interest expense

 

(7,451

)

 

(7,022

)

(15,570

)

Other income, net

 

 

 

 

135

 

30

 

Total other expense

 

(7,405

)

 

(6,734

)

(15,540

)

Net income/(loss)

 

14,807

 

 

(6,382

)

32,009

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss)/income:

 

 

 

 

 

 

 

 

Unrealized (loss)/gain on derivatives

 

(5,162

)

 

(775

)

17,956

 

Other comprehensive (loss)/income

 

(5,162

)

 

(775

)

17,956

 

Comprehensive income/(loss)

 

$

9,645

 

 

$

(7,157

)

$

49,965

 

 

3



 

WCEP Holdings, LLC And Subsidiaries

(A Delaware Limited Liability Company)

Consolidated Statements of Member’s Equity

(Unaudited)

 

 

 

Capital
Contributions

 

Capital
Distributions

 

Retained (Deficit)/
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total Member’s
Equity

 

 

 

 

(In thousands)

 

 

Predecessor

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

140,111

 

(21,999

)

3,195

 

(31,441

)

89,866

 

Net loss

 

 

 

(6,382

)

 

(6,382

)

Capital distributions

 

 

(15,400

)

 

 

(15,400

)

Other comprehensive loss

 

 

 

 

(775

)

(775

)

Balance at March 31, 2014

 

$

140,111

 

$

(37,399

)

$

(3,187

)

$

(32,216

)

$

67,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

 

 

 

 

 

 

 

 

 

Balance at April 1, 2014

 

$

238,138

 

$

 

$

 

$

 

$

238,138

 

Net income

 

 

 

14,807

 

 

14,807

 

Purchase accounting adjustments

 

16

 

 

 

 

16

 

Dividend distributions

 

 

 

(12,000

)

 

(12,000

)

Other comprehensive loss

 

 

 

 

(5,162

)

(5,162

)

Balance at September 30, 2014

 

$

238,154

 

$

 

$

2,807

 

$

(5,162

)

$

235,799

 

 

4



 

WCEP Holdings, LLC And Subsidiaries

(A Delaware Limited Liability Company)

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2014 and 2013

(Unaudited)

 

 

 

Successor

 

 

Predecessor

 

 

 

April 1, 2014
through
September 30, 2014

 

 

January 1, 2014
through
March 31, 2014

 

January 1, 2013
through
September 30, 2013

 

 

 

(In thousands)

 

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income/( loss)

 

$

14,807

 

 

$

(6,382

)

$

32,009

 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

 

9,530

 

 

4,843

 

9,362

 

Amortization of deferred financing costs

 

 

 

 

7,497

 

Amortization of contract intangibles

 

10,000

 

 

 

 

Loss on sale of emissions

 

 

 

 

49

 

Purchase accounting adjustment-amortization of OCI

 

(6,728

)

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

(14,156

)

 

6,094

 

(17,358

)

Inventory

 

(557

)

 

(91

)

(2,285

)

Prepaid expenses and other current assets

 

2,328

 

 

(2,068

)

(706

)

Accounts payable and accrued liabilities

 

1,197

 

 

1,870

 

(16,352

)

Interest payable

 

679

 

 

(24

)

1,100

 

Revenue levelization adjustments

 

22,608

 

 

 

 

Net cash provided by operating activities

 

39,708

 

 

4,242

 

13,316

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

(Increase)/decrease in restricted cash

 

(8,439

)

 

4,029

 

(13,496

)

Capital expenditures

 

 

 

(342

)

(51,305

)

Purchased emission credits

 

 

 

 

(57

)

Net cash (used in)/provided by investing activities

 

(8,439

)

 

3,687

 

(64,858

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Cash distribution to parent

 

(12,000

)

 

(15,400

)

(20,339

)

Proceeds from debt

 

 

 

 

113,270

 

Repayment of long-term debt

 

(20,584

)

 

(5,652

)

(16,565

)

Net cash (used in)/provided by financing activities

 

(32,584

)

 

(21,052

)

76,366

 

Net (decrease) increase in cash and cash equivalents

 

(1,315

)

 

(13,123

)

24,824

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

14,571

 

 

27,694

 

897

 

Cash and cash equivalents at end of period

 

$

13,256

 

 

$

14,571

 

$

25,721

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest, net of amount capitalized

 

$

14,163

 

 

$

7,047

 

$

10,447

 

 

5



 

WCEP HOLDINGS, LLC

Notes to Financial Statements

September 30, 2014

 

(1)                     Nature of Operations

 

WCEP Holdings, LLC, or WCEP, a Delaware limited liability company, is an indirect wholly owned subsidiary of NRG Energy, Inc., or NRG. WCEP was organized under Delaware law on May 31, 2011 and has an ownership interest in one gas project. WCEP and its subsidiaries are referred to herein as the “Company.” On April 1, 2014, NRG completed the acquisition of substantially all of the assets of Edison Mission Energy, or EME, the EME Acquisition, including its member interests in the Company. The Company’s parent was acquired by NRG Energy Gas and Wind Holdings LLC, a wholly owned subsidiary of NRG.

 

WCEP owns 100% interest in Walnut Creek Energy, LLC, (Walnut Creek) which owns a 479-megawatt gas-fired simple cycle combustion turbine generating facility located in the City of Industry, California. The Walnut Creek project achieved commercial operation in May 2013 and began selling electricity to Southern California Edison (SCE) on June 1, 2013 under a Power Purchase Tolling Agreement (PPTA) with the term of 10 years. Under terms of the 10-year SCE PPTA that became effective on November 1, 2010, the Company receives a shaped monthly capacity rate adjusted for availability penalties, a variable O&M charge, start-up charges, and other miscellaneous charges as described in the PPTA. During the period from April 1, 2014 through September 30, 2014, the period from January 1, 2014 through March 31, 2014 and the nine months ended September 30, 2013, the Company recorded lease revenues of $74,063,000, $9,920,000 and $65,017,000, respectively.

 

Predecessor and Successor Reporting

 

As further discussed in note 3, Business Acquisition, on April 1, 2014, NRG completed the acquisition of substantially all of the assets of EME, or the EME Acquisition, including its member interests in the Company. The EME Acquisition was accounted for under the acquisition method of accounting. Fair value adjustments have been pushed down to the Company, resulting in the Company’s assets and liabilities being recorded at fair value at April 1, 2014. In addition, effective with the EME Acquisition, the Company adopted the accounting policies of NRG. Therefore, the Company’s financial information prior to the EME Acquisition is not comparable to its financial information subsequent to the EME Acquisition.

 

As a result of the impact of pushdown accounting, the consolidated financial statements and certain note presentations separate the Company’s presentations into two distinct periods, the period before the consummation of the EME Acquisition (labeled predecessor) and the period after that date (labeled successor), to indicate the application of different basis of accounting between the periods presented.

 

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.

 

6



 

(2)                     Business Acquisition

 

On April 1, 2014, NRG completed the EME Acquisition. The acquisition was recorded as a business combination under ASC 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition date. As discussed in note 1, Nature of Operations, the acquisition method of accounting impacts have been pushed down to the Company, resulting in certain assets and liabilities of the Company being recorded at fair value as of April 1, 2014. The initial accounting for the business combination is not complete because the evaluation necessary to assess the fair values of certain assets acquired is still in process.  The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that exist as of the acquisition date.

 

The preliminary allocation of assets and liabilities is as follows (in thousands):

 

 

 

Fair Value

 

Assets

 

 

 

Current and non-current assets

 

$

40,698

 

Net plant and equipment

 

520,000

 

Other intangible assets

 

185,000

 

Total assets acquired

 

$

745,698

 

 

 

 

 

Liabilities

 

 

 

Current and non-current liabilities

 

$

79,155

 

Long-term debt

 

428,405

 

Total liabilties assumed

 

507,560

 

 

 

 

 

Net assets acquired

 

$

238,138

 

 

7



 

Fair Value Measurements

 

The fair values of the property, plant and equipment and intangible assets at the acquisition date were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in ASC 820.  Significant inputs were as follows:

 

Property, plant and equipment The estimated fair values were determined primarily based on an income method using discounted cash flows and validated using a market approach based on recent transactions of comparable assets.  The income approach was primarily relied upon as the forecasted cash flows more appropriately incorporate differences in regional markets, plant types, age, useful life, equipment condition and environmental controls of each asset. The income approach also allows for a more accurate reflection of current and expected market dynamics such as supply and demand, commodity prices and regulatory environment as of the acquisition date.

 

Intangible assets The fair value of the PPTA acquired was determined utilizing a variation of the income approach where the expected future cash flows resulting from the acquired PPTA was reduced by operating costs and charges for contributory assets and then discounted to present value at the weighted average cost of capital of an integrated utility peer group adjusted for project-specific financing attributes.  The values were corroborated with available market data. The PPTA intangible assets will be amortized over the remaining 9 years term of the PPTA.

 

(3)                     Accounting for Derivative Instruments and Hedging Activities

 

(a)     Interest Rate Swaps

 

On June 30, 2013, the Company entered into 10-year amortizing interest rate swap agreements for the purpose of hedging the variability of cash flows in the interest payments due to fluctuations of the London Interbank Offered Rate, or LIBOR. These interest rate swap agreements became effective on July 27, 2011 and qualify as effective cash flow hedges. The interest rate swap agreements entitle the Company to receive a floating (three-month LIBOR) rate and pay a fixed rate of 4.0025% for the Company and 3.5429% for Walnut Creek. The interest rate swap agreements expire in May 2023.

 

The interest rate swap agreements convert the LIBOR-based rates (0.23710% and 0.23745% for the Company and 0.23310% and 0.24660% for Walnut Creek at September 30, 2014 and December 31, 2013, respectively) in the term loan to a fixed interest rate of 4.0025% for the Company and 3.5429% for Walnut Creek.

 

Total interest expense, net of amounts capitalized in 2013, related to the swap agreements was $7,122,000, $3,543,000 and $4,129,000 for the period from April 1, 2014 through September 30, 2014, the period from January 1, 2014 through March 31, 2014 and the nine months ended September 30, 2013, respectively. These costs are included in interest expense in the accompanying consolidated statements of operations.

 

(b)     Volumetric Underlying Derivative Transactions

 

The Company’s interest rate swaps had a notional volume of $399,641,000 and $423,254,000 at September 30, 2014 and December 31, 2013, respectively. The notional amount of the interest rate swap agreements amortizes each year, such that the Company’s interest payment under the financing is approximately 90% hedged.

 

8



 

(c)      Fair Value of Derivative Instruments

 

The following table summarizes the Company’s derivative liabilities on the balance sheets (in thousands):

 

 

 

Successor

 

 

Predecessor

 

 

 

September 30, 2014

 

 

December 31, 2013

 

Derivatives designated as cash flow hedges:

 

 

 

 

 

 

Interest rate contracts current

 

$

12,478

 

 

$

 

Interest rate contracts long term

 

16,455

 

 

31,441

 

Total derivatives

 

$

28,933

 

 

$

31,441

 

 

Interest payable amounts related to the swap liability are included in interest payable on the Company’s balance sheets. The Company had interest payable related to the rate swap liability of $340,000 and $344,000 at September 30, 2014 and December 31, 2013, respectively.

 

(d)   Accumulated Other Comprehensive Income (Loss)

 

The following table presents the gains (losses) on the interest rate swaps designated as cash flow hedges in the consolidated statements of operations and other comprehensive income (loss) (in thousands):

 

 

 

April 1, 2014
through
September 30, 2014

 

 

January 1, 2014
through
March 31, 2014

 

January 1, 2013
through
September 30, 2013

 

Recognized in OCI on interest rate derivatives

 

$

(5,162

)

 

$

(775

)

$

17,956

 

 

All of the forecasted transactions (future interest payments) were deemed probable of occurring; therefore, no cash flow hedges were discontinued and no amount was recognized in the Company’s results of operations as a result of discontinued cash flow hedges.

 

(4)                     Subsequent events

 

These financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the balance sheet date through January 16, 2015, the date that the financial statements are available to be issued.

 

9