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8-K - 8-K FILING - SUNEDISON, INC.sunedisonform8-k3312015pre.htm


SUNEDISON REPORTS FIRST QUARTER
RESULTS

Maryland Heights, Missouri, May 7, 2015 - SunEdison, Inc. (NYSE: SUNE) today announced financial results for the 2015 first quarter.

"During the first quarter, the team continued our exceptional record of balancing operational execution while accomplishing our strategic initiatives.  On the operations front, the team delivered 273 MW, a first quarter record, while also achieving new records in our pipeline, backlog, and projects under construction," said Ahmad Chatila, Chief Executive Officer.  "Our asset ownership platform, TerraForm Power, increased its CAFD and dividend guidance as it reached 1.7 GW of operating assets.  In addition, we closed the First Wind acquisition, while making significant progress on our strategic emerging market initiatives."

Quarterly Review: 
All-Time MW Records for Q1
273 MW Total; up 123 MW Y/Y
2.9 GW of backlog additions net of losses; 2.7 GW of gross pipeline additions; 774 MW under construction at quarter end
Execution on M&A; Successful Launch of Wind Platform
Closed First Wind in January
Announced the Atlantic Power acquisition on April 1
Multiple announcements today supporting Emerging Markets initiatives
TerraForm Power Continues to Deliver
$225 million 2015 CAFD guidance; up from $214 million
$1.35 dividend per share guidance for 2015; up from $1.30
1,675 MW of operating assets as of quarter end; up 70% Q/Q
167 MW of drop downs from SUNE in Q1

Key Operating Metrics
1Q 2015 Guidance
1Q 2015 Actual
Annualized Unlevered CAFD for Retained MW ($M)1
22-26
33
Total MW
220-250
273
Retained MW1
145-160
202
3rd Party Sales MW1
75-90
71
1 Defined in Supplemental Definitions







Renewable Energy Development - Operating Metrics
Pipeline Summary (MW)
1Q'15
4Q'14
1Q'14
Qtr/Qtr
Yr/Yr
Pipeline 1
7,519
5,113
3,575
2,406

or
47%
3,944

or
110%
Backlog 2
5,201
2,595
984
2,606

or
100%
4,217

or
429%
Construction
774
467
463
307

or
66%
311

or
67%
Pipeline Additions 3
2,679
973
 

 

 
 

  Note: Table unaudited
 
 
(1) Includes Backlog and Construction
 
 
(2) Includes Construction
 
 
(3) Additions net of losses
 
 
 
52.7 GW of Market Opportunities
GW
34.9
10.3
2.3
5.2
Stage
Leads
Qualified Leads
Pipeline Ex. Backlog
Backlog
Conversion %1
10.0%
40.0%
60.0%
90.0%
1 The percentages noted above are the historic rates at which projects in each stage have converted to completed projects
Based on historical conversion rates, these combined leads, qualified leads, pipeline and backlog are forecasted to convert into 13.7 GW of completed projects.
$8.3 Billion of Opportunity CAFD
$B Annualized Unlevered CAFD
5.4
1.6
0.6
0.7
Stage
Leads
Qualified Leads
Pipeline Ex. Backlog
Backlog
Conversion %1
10.0%
40.0%
60.0%
90.0%
1 The percentages noted above are the historic rates at which projects in each stage have converted to completed projects
Based on historical conversions, these combined leads, qualified leads, pipeline and backlog are forecasted to convert into $2.2B of CAFD from completed projects.
Discontinued Operations
As of March 31, 2015, we own 10,608,904 shares of SunEdison Semiconductor Limited ("SSL"), which represents a 25.6% ownership interest in SSL. The disposal of our controlling interest in SSL represents a strategic shift that has a major effect on our operations and financial results. As a result, our Semiconductor Materials segment is no longer considered a reportable segment and we have reported the historical results of operations and financial position of SSL as discontinued operations in the condensed consolidated financial statements for all periods presented.
TerraForm Power
TerraForm Power, Inc. (Nasdaq: TERP), a subsidiary of SunEdison, increases its 2015 CAFD guidance from $214 million to $225 million, and raises its 2015 dividend per share guidance from $1.30 to $1.35. The first quarter dividend increased 20% to $1.30 per share on an annualized basis. Since December 31, 2014, TERP has grown its portfolio by 70% from 986 MW to 1,675 MW.
For the first quarter of 2015, TERP's quarterly distribution will be $0.325 per class A share. The cash distribution received by SunEdison on its class B units in TerraForm Power, LLC will be $16.9 million due to forbearance agreements on certain projects of approximately $3.4 million for the first quarter of 2015.






Outlook
The company has provided the following key metrics for the first quarter and full year 2015. The company expects the following, assuming no significant worldwide economic issues or other significant events in these periods.
Key Metrics
2Q 2015 Outlook
FY 2015 Outlook
Unlevered Annualized CAFD for Retained MW ($M)
35 to 40
275 to 325
Total MW
300 to 340
2,100 to 2,300
Retained MW
245 to 270
1,840 to 2,000
3rd Party Sales MW
55 to 70
260 to 300
Conference Call
SunEdison will host a conference call today, May 7, 2015, at 8:30 a.m. ET to discuss the company’s 2015 first quarter results and related business matters. A live webcast will be available on the company’s web site at www.SunEdison.com, or by dialing (612) 332-0107 at least five minutes prior to the scheduled start time, and referencing “SunEdison.” A copy of the slide presentation related to the conference call will be posted on the company's web site prior to the start of the call.
A replay of the conference call will be available from 10:30 a.m. ET on May 7, 2015, until 11:59 a.m. ET on May 21, 2015. To access the replay, please dial (320) 365-3844 at any time during that period, using pass code 359417. A replay will also be available on the company's web site at www.SunEdison.com.
About SunEdison
SunEdison is the world’s largest renewable energy development company and is transforming the way energy is generated, distributed, and owned around the globe. The company develops, finances, installs, owns and operates renewable power plants, delivering predictably priced electricity to its residential, commercial, government and utility customers.  SunEdison is one of the world’s largest renewable energy asset managers and provides customers with asset management, operations and maintenance, monitoring and reporting services. Corporate headquarters are in the United States with additional offices and technology manufacturing around the world. SunEdison's common stock is listed on the New York Stock Exchange under the symbol "SUNE." To learn more visit www.SunEdison.com.
Forward-Looking Statements
Certain matters discussed in this press release are forward-looking statements, including that for the second quarter of 2015, the company expects Unlevered Annualized CAFD for Retained MW to be between $35 million and $40 million, Third Party Sales MW to be in the range of 55 MW to 70 MW,  Retained MW to be between 245 MW and 270 MW, Total MW to be between 300 MW and 340 MW; that for the 2015 full year, expects Unlevered Annualized CAFD for Retained MW to be between $275 million and $325 million,  Third Party Sales MW to be between 260 MW and 300 MW,  Retained MW to be between 1,840 MW and 2,000 MW, Total MW to be between 2100 MW and 2300 MW and that we expect to retain on the balance sheet most of the projects currently under construction.  Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include concentrated project development risks related to large scale solar projects; the availability of attractive project finance and other capital for Solar Energy projects; market demand for our products and services; changes in the pricing environment for silicon wafers and polysilicon, as well as solar power systems; the availability and size of government and economic incentives to adopt solar power, including tax policy and credits and renewable portfolio standards; the ability to effectuate and realize the savings from the restructuring plan; our ability to maintain adequate liquidity and compliance with our debt covenants; the need to impair long lived assets or other intangible assets due to changes in the carrying value or realizability of such assets; the effect of any antidumping or countervailing duties imposed on photovoltaic cells and/or modules in connection with any trade complaints in the United States, Europe or elsewhere; the result of any Chinese government investigations of unfair trade practices in connection with polysilicon exported from the United States or South Korea into China; changes to accounting interpretations or accounting rules; existing or new regulations and policies governing the electric utility industry; our ability to convert solar project pipeline into completed projects in accordance with our current expectations; dependence on single and limited source suppliers; utilization of our manufacturing volume and capacity; the terms of any potential future amendments to or terminations of our long-term agreements with our solar wafer customers or any of our suppliers; general economic conditions, including interest rates; the ability of our customers to pay their debts as they become due; changes in the composition of worldwide taxable income and applicable tax laws and regulations,





including our ability to utilize any net operating losses; failure of third-party subcontractors to construct and install our solar energy systems; quarterly fluctuations in our Solar Energy business; the impact of competitive products and technologies; inventory levels of our customers; supply chain difficulties or problems; interruption of production; outcome of pending and future litigation matters; good working order of our manufacturing facilities; our ability to reduce manufacturing and operating costs; assumptions underlying management's financial estimates; actions by competitors, customers and suppliers; changes in the retail industry; damage to our brand; acquisitions of pipeline in our Solar Energy segment; changes in product specifications and manufacturing processes; changes in financial market conditions; changes in foreign economic and political conditions; changes in technology; changes in currency exchange rates; with respect to the separation of the semiconductor business, SunEdison Semiconductor Limited, our publicly traded subsidiary TerraForm Power, Inc.: (i) which may involve a greater exposure to liability than our historic business operations, and (ii) we may be involved in various conflicts of interest which could be resolved in a manner unfavorable to us, we may not be able to achieve some or all of the expected benefits; anticipated benefits in connection with the First Wind acquisition; and other risks described in the company’s filings with the Securities and Exchange Commission. In addition, we are exposed to risks associated with certain obligations to TerraForm Power associated with the initial portfolio, future Call Right Projects and interests in additional clean energy projects. The forward-looking statements contained in this press release represent the company’s judgment as of the date of this press release. The company disclaims, however, any intent or obligation to update these forward-looking statements.

Contacts:
Investors/Analysts:
R. Phelps Morris
Vice President, Investor Relations
(314) 770-7325
pmorris@sunedison.com

Kurt S. Wittenauer
Senior Manager, Investor Relations
(314) 770-7450
kwittenauer@sunedison.com

-tables to follow-





SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions; except per share data)
 
Three Months Ended,
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
Net sales
$
323

 
$
406

 
$
340

Cost of goods sold
289

 
348

 
302

Gross profit
34

 
58

 
38

Operating expenses:

 

 

Marketing and administration
193

 
174

 
88

Research and development
5

 
8

 
5

Restructuring charges
53

 

 
7

Long-lived asset impairment charges

 
33

 

Operating loss
(217
)
 
(157
)
 
(62
)
Non-operating expense (income):
 
 
 
 
 
Interest expense
156

 
134

 
67

Interest income
(2
)
 
(2
)
 
(3
)
Loss on early extinguishment of debt
20

 

 

Loss on convertible notes derivatives, net

 

 
452

Other, net
16

 
14

 
7

Total non-operating expense
190

 
146

 
523

Loss from continuing operations before income tax (benefit) expense and equity in (loss) earnings of equity method investments
(407
)
 
(303
)
 
(585
)
Income tax (benefit) expense
(106
)
 
(27
)
 
17

Loss from continuing operations before equity in (loss) earnings of equity method investments
(301
)
 
(276
)
 
(602
)
Equity in (loss) earnings of equity method investments, net of tax
(4
)
 
(1
)
 
1

Loss from continuing operations
(305
)
 
(277
)
 
(601
)
Loss from discontinued operations, net of tax
(119
)
 
(11
)
 
(15
)
Net loss
(424
)
 
(288
)
 
(616
)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
52

 
46

 
2

Net loss attributable to SunEdison stockholders
$
(372
)
 
$
(242
)
 
$
(614
)



 


 


Amounts attributable to SunEdison stockholders:
 
 
 
 
 
Loss from continuing operations
$
(251
)
 
$
(231
)
 
$
(599
)
Loss from discontinued operations, net of tax
(121
)
 
(11
)
 
(15
)
Net loss attributable to SunEdison stockholders
$
(372
)
 
$
(242
)
 
$
(614
)
 
 
 
 
 
 
Basic loss per share:


 


 


Continuing operations [*]
$
(0.92
)
 
$
(0.85
)
 
$
(2.25
)
Discontinued operations
(0.44
)
 
(0.04
)
 
(0.06
)
Total basic loss per share [*]
$
(1.36
)
 
$
(0.89
)
 
$
(2.31
)
 


 


 


Diluted loss per share:


 


 


Continuing operations [*]
$
(0.92
)
 
$
(0.85
)
 
$
(2.25
)
Discontinued operations
(0.44
)
 
(0.04
)
 
(0.06
)
Total diluted loss per share [*]
$
(1.36
)
 
$
(0.89
)
 
$
(2.31
)
 
 
 
 
 
 
Weighted-average shares used in computing basic loss per share
273

 
271

 
267

Weighted-average shares used in computing diluted loss per share
273

 
271

 
267

[*] For the three months ended March 31, 2014, the numerator of the EPS calculation was reduced by $3 million for the holder's share of the net income of the subsidiaries as a result of a share sale agreement entered into with the noncontrolling interest holder.





SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
 
March 31, 2015
 
December 31, 2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
789

 
$
856

Cash committed for construction projects
130

 
131

Current portion of restricted cash
174

 
156

Accounts receivable
290

 
373

Prepaid and other current assets
1,032

 
909

Current assets of discontinued operations

 
365

Total current assets
2,415

 
2,790

Investments
261

 
149

Property, plant and equipment, net:
 
 
 
Renewable energy systems
6,931

 
5,336

Other property, plant and equipment
1,311

 
1,140

Restricted cash
117

 
115

Goodwill
402

 
73

Other intangible assets
1,625

 
586

Other assets
750

 
626

Non-current assets of discontinued operations

 
685

Total assets
$
13,812

 
$
11,500

 
 
 
 
Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt and short-term borrowings
$
1,414

 
$
1,078

Accounts payable
1,050

 
1,098

Accrued and other current liabilities
772

 
660

Current portion of deferred revenue
83

 
92

Current portion of contingent consideration related to acquisitions
399

 
26

Current liabilities of discontinued operations

 
192

Total current liabilities
3,718

 
3,146

Long-term debt, less current portion
7,747

 
5,915

Deferred revenue, less current portion
186

 
204

Contingent consideration related to acquisitions
118

 
17

Other liabilities
548

 
442

Non-current liabilities of discontinued operations

 
291

Total liabilities
12,317

 
10,015

 
 
 
 
Redeemable noncontrolling interests
34

 

Stockholders’ equity:
 
 
 
Common stock
3

 
3

Additional paid-in capital
1,868

 
1,698

Accumulated deficit
(1,721
)
 
(1,348
)
Accumulated other comprehensive loss
(22
)
 
(111
)
Treasury stock
(10
)
 
(9
)
Total SunEdison stockholders’ equity
118

 
233

Noncontrolling interests
1,343

 
1,252

Total stockholders’ equity
1,461

 
1,485

Total liabilities, redeemable noncontrolling interests and stockholders’ equity
$
13,812

 
$
11,500






SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
Three Months Ended,
March 31, 2015
 
December 31, 2014
 
March 31, 2014
Cash flows from operating activities:

 
 
 
 
Net loss
$
(424
)
 
$
(288
)
 
$
(616
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
Depreciation and amortization
84

 
97

 
62

Stock-based compensation
19

 
18

 
9

Deferred tax benefit
(97
)
 
(9
)
 
(3
)
Deferred revenue
(15
)
 
(23
)
 
(50
)
Restructuring charges
53

 

 

Loss on sale of equity interest in SSL
123

 

 

Loss on convertible notes derivatives, net

 

 
452

Loss on early extinguishment of debt
20

 

 

Long-lived asset impairment charges

 
34

 

Other non-cash
12

 
(10
)
 
2

Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
82

 
(35
)
 
54

Prepaid and other current assets
(33
)
 
(78
)
 
(31
)
Accounts payable
(131
)
 
47

 
(114
)
Deferred revenue for renewable energy systems
18

 
45

 
58

Accrued liabilities
13

 
(33
)
 
32

Other assets and liabilities
(32
)
 
35

 
(70
)
Net cash used in operating activities
(308
)
 
(200
)
 
(215
)
Cash flows from investing activities:
 
 
 
 
 
Capital expenditures
(62
)
 
(48
)
 
(20
)
Construction of renewable energy systems
(344
)
 
(483
)
 
(326
)
Proceeds from sale of equity interest in SSL
188

 

 

Deposits on wind turbine equipment

 
(159
)
 

Purchases of cost and equity method investments
(10
)
 
(5
)
 
(19
)
Change in restricted cash
29

 
(15
)
 
(14
)
Change in cash committed for construction projects
(2
)
 
(56
)
 
81

Cash paid for acquisitions, net of cash acquired
(1,530
)
 
(304
)
 
(14
)
Other
(31
)
 
3

 

Net cash used in investing activities
(1,762
)
 
(1,067
)
 
(312
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from short-term and long-term debt
2,386

 
1,333

 
462

Principal payments on short-term and long-term debt
(619
)
 
(421
)
 
(21
)
Payment for capped call option
(38
)
 

 

Net repayments of customer deposits related to long-term supply agreements

 
(12
)
 

Proceeds from TerraForm equity offering
391

 
337

 

Common stock issued and repurchased
4

 
11

 

Contributions from noncontrolling interests
4

 
182

 
10

Cash paid for contingent consideration for acquisitions
(9
)
 

 
(2
)
Debt financing fees
(67
)
 
(31
)
 
(32
)
Dividends paid by TerraForm Power
(17
)
 
(8
)
 

Other
(55
)
 
(10
)
 
2

Net cash provided by financing activities
1,980

 
1,381

 
419

Effect of exchange rate changes on cash and cash equivalents
(2
)
 
(11
)
 
(2
)
Net (decrease) increase in cash and cash equivalents
(92
)
 
103

 
(110
)
Cash used by discontinued operations
(25
)
 
(15
)
 
(3
)
Net change in cash and cash equivalents from continuing operations
(67
)
 
118

 
(107
)
Cash and cash equivalents at beginning of period
856

 
738

 
533

Cash and cash equivalents at end of period
$
789

 
$
856

 
$
426






SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION
(In millions)
SUMMARY OF CONSOLIDATED DEBT OUTSTANDING
 
 
 
 
 
 
Weighted Average Annual Interest Rate
 
March 31,
2015
 
December 31,
2014
Renewable Energy Development segment debt:
 
 
 
 
 
Convertible senior notes due 2018, net of discount
2.00%
 
$
492

 
$
485

Convertible senior notes due 2020, net of discount
0.25%
 
438

 
432

Convertible senior notes due 2021, net of discount
2.75%
 
435

 
429

Convertible senior notes due 2022, net of discount
2.38%
 
334

 

System pre-construction, construction and term debt
12.00%
 
8

 
8

Financing leaseback obligations
5.15%
 
32

 
32

Other credit facilities
2.76%
 
284

 
215

Total recourse to SunEdison, Inc.
 
 
2,023

 
1,601

Margin loan due 2017
6.25%
 
410

 

Exchangeable notes due 2020
3.75%
 
336

 

Acquisition facility
8.50%
 
150

 
150

SMP Ltd. credit facilities
5.40%
 
366

 
355

System pre-construction, construction and term debt
5.26%
 
2,056

 
1,760

Capital leaseback obligations
2.98%
 
80

 
81

Financing leaseback obligations
4.57%
 
1,355

 
1,372

Other credit facilities
5.04%
 
190

 
76

Total non-recourse to SunEdison, Inc.
 
 
4,943

 
3,794

Total Renewable Energy Development segment debt
 
 
$
6,966

 
$
5,395

 
 
 
 
 
 
TerraForm Power segment debt(a):
 
 
 
 
 
Senior notes due 2023, net of discount
5.88%
 
$
795

 
$

Term loan facility
5.33%
 

 
574

Revolving credit facility
2.68%
 
150

 

Total recourse to TerraForm Power, Inc.
 
 
945

 
574

Other system financing transactions
4.80%
 
1,250

 
1,024

Total non-recourse to TerraForm Power, Inc.
 
 
1,250

 
1,024

Total TerraForm Power segment debt
 
 
$
2,195

 
$
1,598

Total debt outstanding
 
 
$
9,161

 
$
6,993

___________________________
(a) Non-recourse to SunEdison














SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION
(In millions)
Supplemental Revenue Schedule
 
Three Months Ended,
 
March 31, 2015
 
December 31, 2014
 
March 31, 2014
Previously deferred GAAP revenue recognized due to the expiration of guarantees related to the sale of renewable energy systems(1)
$
11

 
$
22

 
$
25

Revenue from our sale-leaseback transactions accounted for as financings(2)
13

 
14

 
13


(1) On certain direct sales of renewable energy systems we are required to defer profit up to the amount of our maximum exposure for power warranties, system uptime guarantees and breach of contract provisions offered to the direct sale customers, as these contract provisions are considered continuing involvement by us in the sold renewable energy systems. This revenue is not recognized in the period in which the sale occurred under GAAP real estate accounting rules because the renewable energy systems are considered integral to the real estate on which they were built. Absent real estate accounting requirements, deferred revenues related to continuing involvement would be recognized under GAAP during the reporting period because we have historically experienced minimal losses related to these guarantees.

(2) For our sale-leaseback transactions accounted for as financings, we received cash at the transaction date for the legal sale of the solar energy system to the purchaser that was not recognized as revenue under GAAP real estate accounting rules due to the system being considered integral to the land or building on which it resides and because we have continuing involvement with the system through a purchase option. Instead, revenue from our sale-leaseback transactions is recognized through the sale of electricity and energy credits which are generated as energy is produced. Upon termination of the related lease through the non-cash extinguishment of the debt offset by any remaining net book value of the solar energy system asset, we will recognize a system development margin equal to the difference between (a) the cash proceeds from our financing partners in sale-leaseback transactions considered financings and (b) our total costs to construct the solar energy systems sold under the sale-leaseback transactions.





SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2015
(In millions)
 
 
 
Supplemental Consolidating Data
 
 
Consolidated
 
Renewable Energy Development
 
TerraForm Power
 
Consolidating Adjustments
 
Net sales
$
323

 
$
262

 
$
71

 
$
(10
)
(1) 
Cost of goods sold
289

 
243

 
56

 
(10
)
(1) 
Gross profit
34

 
19

 
15

 

 
Operating expenses:
 
 
 
 
 
 
 
 
Marketing and administration
193

 
166

 
27

 

 
Research and development
5

 
5

 

 

 
Restructuring charges
53

 
53

 

 

 
Operating loss
(217
)
 
(205
)
 
(12
)
 

 
Non-operating expense (income):
 
 
 
 
 
 
 
 
Interest expense
156

 
119

 
37

 

 
Interest income
(2
)
 
(2
)
 

 

 
Loss on early extinguishment of debt
20

 

 
20

 

 
Other, net
16

 
1

 
15

 

 
Total non-operating expense
190

 
118

 
72

 

 
Loss from continuing operations before income tax benefit and equity in loss of equity method investments
(407
)
 
(323
)
 
(84
)
 

 
Income tax benefit
(106
)
 
(106
)
 

 

 
Loss from continuing operations before equity in loss of equity method investments
(301
)
 
(217
)
 
(84
)
 

 
Equity in loss of equity method investments, net of tax
(4
)
 
(4
)
 

 

 
Loss from continuing operations
(305
)
 
(221
)
 
(84
)
 

 
Loss from discontinued operations, net of tax
(119
)
 

 

 
(119
)
(2) 
Net loss
(424
)
 
(221
)
 
(84
)
 
(119
)
 
Net loss (income) attributable to noncontrolling interests and redeemable noncontrolling interests
52

 
(2
)
 
56

 
(2
)
(3) 
Net loss attributable to SunEdison stockholders
$
(372
)
 
$
(223
)
 
$
(28
)
 
$
(121
)
 
__________________________
(1)
Adjustment represents the elimination of net sales, cost of goods sold and intercompany profit in inventory related to intercompany sales transactions.
(2)
Adjustment represents $3 million in net income from SunEdison Semiconductor Ltd. prior to the disposal of our controlling interest on January 20, 2015 offset by a loss on disposal of $123 million.
(3)
Adjustments represents $2 million in net income attributable to noncontrolling interests in SunEdison Semiconductor Ltd. prior to the disposal of our controlling interest on January 20, 2015.






SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2014
(In millions)
 
 
 
Supplemental Consolidating Data
 
 
Consolidated
 
Renewable Energy Development
 
TerraForm Power
 
Consolidating Adjustments
 
Net sales
$
406

 
$
382

 
$
43

 
$
(19
)
(1) 
Cost of goods sold
348

 
335

 
32

 
(19
)
(1) 
Gross profit
58

 
47

 
11

 

 
Operating expenses:
 
 
 
 
 
 
 
 
Marketing and administration
174

 
139

 
35

 

 
Research and development
8

 
8

 

 

 
Long-lived asset impairment charges
33

 
33

 

 

 
Operating loss
(157
)
 
(133
)
 
(24
)
 

 
Non-operating expense (income):
 
 
 
 
 
 
 
 
Interest expense
134

 
103

 
31

 

 
Interest income
(2
)
 
(2
)
 

 

 
Other, net
14

 
7

 
7

 

 
Total non-operating expense
146

 
108

 
38

 

 
Loss from continuing operations before income tax benefit and equity in (loss) earnings of equity method investments
(303
)
 
(241
)
 
(62
)
 

 
Income tax benefit
(27
)
 
(26
)
 
(1
)
 

 
Loss from continuing operations before equity in loss of equity method investments
(276
)
 
(215
)
 
(61
)
 

 
Equity in loss of equity method investments, net of tax
(1
)
 
(1
)
 

 

 
Loss from continuing operations
(277
)
 
(216
)
 
(61
)
 

 
Loss from discontinued operations, net of tax
(11
)
 

 

 
(11
)
(2) 
Net loss
(288
)
 
(216
)
 
(61
)
 
(11
)
 
Net loss attributable to noncontrolling interests
46

 
5

 
41

 

 
Net loss attributable to SunEdison stockholders
$
(242
)
 
$
(211
)
 
$
(20
)
 
$
(11
)
 
__________________________
(1)
Adjustment represents the elimination of net sales, cost of goods sold and intercompany profit in inventory related to intercompany sales transactions.
(2)
Adjustment represents $11 million in net loss from SunEdison Semiconductor Ltd.





SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
(In millions)
 
 

Supplemental Consolidating Data
 
 
Consolidated

Renewable Energy Development
 
TerraForm Power
 
Consolidating Adjustments
 
Net sales
$
340

 
$
346

 
$
8

 
$
(14
)
(1) 
Cost of goods sold
302

 
312

 
4

 
(14
)
(1) 
Gross profit
38

 
34

 
4

 

 
Operating expenses:

 
 
 
 
 
 
 
Marketing and administration
88

 
86

 
2

 

 
Research and development
5

 
5

 

 

 
Restructuring charges
7

 
7

 

 

 
Operating loss
(62
)
 
(64
)
 
2

 

 
Non-operating expense (income):
 
 
 
 
 
 
 
 
Interest expense
67

 
60

 
7

 

 
Interest income
(3
)
 
(3
)
 

 

 
Loss on convertible notes derivatives, net
452

 
452

 

 

 
Other, net
7

 
6

 
1

 

 
Total non-operating expense
523

 
515

 
8

 

 
Loss from continuing operations before income tax expense (benefit) and equity in earnings of equity method investments
(585
)
 
(579
)
 
(6
)
 

 
Income tax expense (benefit)
17

 
19

 
(2
)
 

 
Loss from continuing operations before equity in earnings of equity method investments
(602
)
 
(598
)
 
(4
)
 

 
Equity in earnings of equity method investments, net of tax
1

 
1

 

 

 
Loss from continuing operations
(601
)
 
(597
)
 
(4
)
 

 
Loss from discontinued operations, net of tax
(15
)
 

 

 
(15
)
(2) 
Net loss
(616
)
 
(597
)
 
(4
)
 
(15
)
 
Net loss attributable to noncontrolling interests
2

 
2

 

 

 
Net loss attributable to SunEdison stockholders
$
(614
)
 
$
(595
)
 
$
(4
)
 
$
(15
)
 
__________________________
(1)
Adjustment represents the elimination of net sales, cost of goods sold and intercompany profit in inventory related to intercompany sales transactions.
(2)
Adjustment represents $15 million in net loss from SunEdison Semiconductor Ltd.






















SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2015
(In millions)
 
 
 
Supplemental Consolidating Data
 
Consolidated
 
Renewable Energy Development
 
TerraForm Power
 
Discontinued Operations
 
Consolidating Adjustments
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net loss
$
(424
)
 
$
(221
)
 
$
(84
)
 
$
(119
)
 
$

Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
84

 
35

 
39

 
10

 

Stock-based compensation
19

 
13

 
5

 
1

 

Deferred tax (benefit) expense
(97
)
 
(97
)
 

 

 

Deferred revenue
(15
)
 
(15
)
 

 

 

Restructuring charges
53

 
53

 

 

 

Loss on sale of equity interest in SSL
123

 

 

 
123

 

Loss on early extinguishment of debt
20

 

 
20

 

 

Other non-cash
12

 
(8
)
 
20

 

 

Changes in operating assets and liabilities
(83
)
 
(56
)
 
(11
)
 
(16
)
 
 
Net cash used in operating activities
(308
)
 
(296
)
 
(11
)
 
(1
)
 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(62
)
 
(48
)
 

 
(14
)
 

Construction of renewable energy systems
(344
)
 
(343
)
 
(83
)
 

 
82

Contribution of renewable energy systems

 
82

 

 

 
(82
)
Proceeds from sale of equity interest in SSL
188

 
188

 

 

 

Purchases of cost and equity method investments
(10
)
 
(10
)
 

 

 

Change in restricted cash
29

 
29

 

 

 

Change in cash committed for construction projects
(2
)
 
(2
)
 

 

 

Cash paid for acquisitions, net of cash acquired
(1,530
)
 
(719
)
 
(811
)
 

 

Change in intercompany note balances

 
15

 
(15
)
 

 

Other
(31
)
 
(13
)
 
(9
)
 
(9
)
 

Net cash used in investing activities
(1,762
)
 
(821
)
 
(918
)
 
(23
)
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from short-term and long-term debt
2,386

 
1,316

 
1,070

 

 

Principal payments on short-term and long-term debt
(619
)
 
(43
)
 
(576
)
 

 

Payment for capped call option
(38
)
 
(38
)
 

 

 

Proceeds from TerraForm equity offering
391

 
49

 
342

 

 

Net parent investment and other intercompany financing activity

 
112

 
(112
)
 

 

Common stock issued and repurchased
4

 
4

 

 

 

Contributions from noncontrolling interests
4

 
6

 
(2
)
 

 

Cash paid for contingent consideration for acquisitions
(9
)
 
(9
)
 

 

 

Debt financing fees
(67
)
 
(30
)
 
(37
)
 

 

Dividends paid by TerraForm Power
(17
)
 

 
(17
)
 

 

Other
(55
)
 
(1
)
 
(54
)
 

 

Net cash provided by financing activities
1,980

 
1,366

 
614

 

 

Effect of exchange rate changes on cash and cash equivalents
(2
)
 
(1
)
 

 
(1
)
 

Net (decrease) increase in cash and cash equivalents
(92
)
 
248

 
(315
)
 
(25
)
 

Cash used by discontinued operations
(25
)
 

 

 
(25
)
 

Net change in cash and cash equivalents from continuing operations
(67
)
 
248

 
(315
)
 


 


Cash and cash equivalents at beginning of period
856

 
388

 
468

 
 
 
 
Cash and cash equivalents at end of period
$
789

 
$
636

 
$
153

 


 







SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR CASH FLOW
FOR THE THREE MONTHS ENDED DECEMBER 31, 2014
(In millions)
 
 
 
Supplemental Consolidating Data
 
Consolidated
 
Renewable Energy Development
 
TerraForm Power
 
Discontinued Operations
 
Consolidating Adjustments
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net loss
$
(288
)
 
$
(216
)
 
$
(61
)
 
$
(11
)
 
$

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
97

 
39

 
29

 
29

 

Stock-based compensation
18

 
10

 
4

 
4

 

Deferred tax (benefit) expense
(9
)
 
(14
)
 

 
5

 

Deferred revenue
(23
)
 
(23
)
 

 

 

Long-lived asset impairment charges
34

 
33

 

 
1

 

Other non-cash
(10
)
 
(22
)
 
7

 
5

 

Changes in operating assets and liabilities
(19
)
 
(73
)
 
78

 
(24
)
 

Net cash (used in) provided by operating activities
(200
)
 
(266
)
 
57

 
9

 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(48
)
 
(25
)
 

 
(23
)
 

Construction of renewable energy systems
(483
)
 
(480
)
 
(203
)
 

 
200

Contribution of renewable energy systems

 
200

 

 

 
(200
)
Deposits on wind turbine equipment
(159
)
 
(159
)
 

 

 

Purchases of cost and equity method investments
(5
)
 
(5
)
 

 

 

Change in restricted cash
(15
)
 
(39
)
 
24

 

 

Change in cash committed for construction projects
(56
)
 
(56
)
 

 

 

Cash paid for acquisitions, net of cash acquired
(304
)
 
(15
)
 
(289
)
 

 

Change in intercompany note balances

 
94

 
(94
)
 

 

Other
3

 
1

 

 
2

 

Net cash used in investing activities
(1,067
)
 
(484
)
 
(562
)
 
(21
)
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from short-term and long-term debt
1,333

 
849

 
484

 

 

Principal payments on short-term and long-term debt
(421
)
 
(194
)
 
(226
)
 
(1
)
 

Net repayments of customer deposits related to long-term supply agreements
(12
)
 
(12
)
 

 

 

Proceeds from TerraForm equity offering
337

 

 
337

 

 

Net parent investment and other intercompany financing activity

 
(8
)
 
8

 

 
 
Common stock issued and repurchased
11

 
11

 

 

 

Contributions from noncontrolling interests
182

 
23

 
159

 

 

Debt financing fees
(31
)
 
(20
)
 
(11
)
 

 

Dividends paid by TerraForm Power
(8
)
 
1

 
(9
)
 

 

Other
(10
)
 
18

 
(28
)
 

 

Net cash provided by (used in) financing activities
1,381

 
668

 
714

 
(1
)
 

Effect of exchange rate changes on cash and cash equivalents
(11
)
 
(9
)
 

 
(2
)
 

Net increase (decrease) in cash and cash equivalents
103

 
(91
)
 
209

 
(15
)
 

Cash used by discontinued operations
(15
)
 

 

 
(15
)
 

Net change in cash and cash equivalents from continuing operations
118

 
(91
)
 
209

 


 


Cash and cash equivalents at beginning of period
738

 
479

 
259

 
 
 
 
Cash and cash equivalents at end of period
$
856

 
$
388

 
$
468

 


 








SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION FOR CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2014
(In millions)
 
 
 
Supplemental Consolidating Data
 
Consolidated
 
Renewable Energy Development
 
TerraForm Power
 
Discontinued Operations
 
Consolidating Adjustments
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net loss
$
(616
)
 
$
(597
)
 
$
(4
)
 
$
(15
)
 
$

Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
62

 
30

 
4

 
28

 

Stock-based compensation
9

 
7

 

 
2

 

Deferred tax benefit
(3
)
 

 
(1
)
 
(2
)
 

Deferred revenue
(50
)
 
(50
)
 

 

 

Loss on convertible notes derivatives, net
452

 
452

 

 

 

Other non-cash
2

 
2

 

 

 

Changes in operating assets and liabilities
(71
)
 
(82
)
 
(20
)
 
31

 
 
Net cash (used in) provided by operating activities
(215
)
 
(238
)
 
(21
)
 
44

 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(20
)
 
(1
)
 

 
(19
)
 

Construction of renewable energy systems
(326
)
 
(326
)
 
(99
)
 
 
 
99

Contribution of renewable energy systems

 
99

 

 

 
(99
)
Purchases of cost and equity method investments
(19
)
 
(19
)
 

 

 

Change in restricted cash
(14
)
 
(34
)
 
20

 

 

Change in cash committed for construction projects
81

 
81

 

 

 

Cash paid for acquisitions, net of cash acquired
(14
)
 

 
(14
)
 

 

Change in intercompany note balances

 
(3
)
 
 
 
3

 
 
Net cash used in investing activities
(312
)
 
(203
)
 
(93
)
 
(16
)
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from short-term and long-term debt
462

 
148

 
314

 

 

Principal payments on short-term and long-term debt
(21
)
 
(20
)
 
(1
)
 

 

Net parent investment and other intercompany financing activity

 
(5
)
 
36

 
(31
)
 
 
Contributions from noncontrolling interests
10

 
9

 
1

 

 

Cash paid for contingent consideration for acquisitions
(2
)
 
(2
)
 

 

 

Debt financing fees
(32
)
 
(17
)
 
(15
)
 

 

Other
2

 
2

 

 

 

Net cash provided by (used in) financing activities
419

 
115

 
335

 
(31
)
 

Effect of exchange rate changes on cash and cash equivalents
(2
)
 
(2
)
 

 

 

Net (decrease) increase in cash and cash equivalents
(110
)
 
(328
)
 
221

 
(3
)
 

Cash used by discontinued operations
(3
)
 

 

 
(3
)
 

Net change in cash and cash equivalents from continuing operations
(107
)
 
(328
)
 
221

 
 
 
 
Cash and cash equivalents at beginning of period
533

 
532

 
1

 
 
 
 
Cash and cash equivalents at end of period
$
426

 
$
204

 
$
222

 
 
 
 






Supplemental Definitions

Annualized Unlevered CAFD: 12 months of post-completion project operating cash flow, calculated as project revenue, inclusive of cash received directly or indirectly due to governmental incentive programs (including but not limited to feed-in-tariffs, and sale or allocation of solar renewable energy credits, production tax credits, etc.), less project operating expenses but prior to interest payments for project level debt.

Backlog: A project that qualifies for pipeline that has an associated executed PPA, other executed off-take agreement, such as a feed-in-tariff, or an un-executed, alternative energy off-take agreement (i.e. hedge) in advanced stages of negotiation and in a liquid market where the off-take agreement is readily available.
 
Cash Available for Distribution (CAFD): A supplemental non-GAAP measure. This measurement is not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance, including net income, net cash provided by (used in) operating activities or any other liquidity measure determined in accordance with GAAP, nor is it indicative of funds available to fund our cash needs

Delivered MW: The aggregate of Retained MW and 3rd Party Sales MW for the period.

Lead: An early stage project for which a potential customer or offtake has been identified.

MW: All references to watts (e.g., Megawatts, Gigawatts, MW, GW, etc.) refer to measurements of direct current, or “DC,” with respect to solar generation assets, and measurements of alternating current, or “AC,” with respect to wind generation assets. Represents the nameplate production capacity. Nameplate capacity for solar projects represents the maximum generating capacity at standard test conditions of a facility. Nameplate capacity for wind facilities represents the manufacturer’s maximum nameplate generating capacity of each turbine multiplied by the number of turbines at a facility.

Pipeline: A project with either a signed or awarded PPA or other energy offtake agreement or that has achieved each of the following three items: a) site control, b) an identified interconnection point with an estimate of the interconnection costs, and c) a determination that there is a reasonable likelihood that an energy offtake agreement will be signed.

Qualified Lead: A project with an identified customer or offtake and more clearly identified characteristics including but not limited to governmental program qualification and interconnection point.

Retained MW: Represents the number of MW for completed projects and percentage of completion for projects under construction during that period that are associated with the expected receipt of ongoing cash flow due to control or contract with SunEdison, a subsidiary, or affiliate.

Retained Annualized Unlevered CAFD:  12 months of post-completion cash flows expected to be received by SunEdison, a subsidiary, or affiliate from Annualized Unlevered CAFD or other ongoing cash flows associated with Retained MW.

TERP Drops: Represents the number of MW for completed and operational projects that were dropped down to TerraForm during the period.

3rd Party Sales MW: Represents the number of MW for completed projects and percentage of completion for projects under construction during the period that will be sold to third parties. Also included are cash sales through channel partners including installations, kits, modules, solar water pumps, and other residential and small commercial equipment and system sales.

Under Construction: A project within pipeline and backlog, in various stages of completion, which is not yet operational.