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Exhibit 99.2

 

NRG WIND TE HOLDCO LLC AND SUBSIDIARIES

 

Consolidated Financial Statements

 

As of September 30, 2015 and for the nine months ended September 30, 2015 and 2014

 



 

NRG WIND TE HOLDCO LLC AND SUBSIDIARIES

 

Table of Contents

 

 

Page(s)

Consolidated Balance Sheet

1

 

 

Consolidated Statement of Operations and Comprehensive Loss

2

 

 

Consolidated Statement of Cash Flows

3

 

 

Notes to Consolidated Financial Statements

4

 



 

NRG WIND TE HOLDCO LLC AND SUBSIDIARIES

Consolidated Balance Sheet

(In thousands)

 

 

 

(unaudited)

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

19,422

 

$

22,739

 

Restricted cash

 

898

 

1,203

 

Accounts receivable

 

4,380

 

4,418

 

Accounts receivable — affiliate

 

630

 

46,626

 

Inventory

 

5,085

 

5,061

 

Derivative assets — affiliate

 

1,573

 

2,082

 

Prepaid expenses and other current assets

 

1,669

 

1,634

 

Total current assets

 

33,657

 

83,763

 

Investments in unconsolidated affiliates

 

176,472

 

182,888

 

Plant and equipment, net of accumulated depreciation of $136,167 and $101,923

 

672,932

 

707,330

 

Intangible assets, net of accumulated amortization of $675 and $600

 

1,825

 

2,109

 

Long-term derivative assets

 

225

 

15

 

Other noncurrent assets

 

501

 

502

 

Total assets

 

$

885,612

 

$

976,607

 

Liabilities and Members’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,443

 

$

1,601

 

Accounts payable — affiliate

 

656

 

18,607

 

Accrued liabilities

 

4,848

 

4,845

 

Interest payable

 

3,027

 

65

 

Derivative liabilities

 

3,243

 

4,583

 

Current maturities of long-term debt — affiliate

 

917

 

652

 

Current maturities of long-term debt

 

10,001

 

7,875

 

Total current liabilities

 

24,135

 

38,228

 

Long-term debt

 

182,555

 

188,018

 

Long-term debt — affiliate

 

497

 

1,266

 

Long-term derivative liabilities

 

11,988

 

8,051

 

Other long-term liabilities

 

7,023

 

6,746

 

Total liabilities

 

226,198

 

242,309

 

Commitments and Contingencies

 

 

 

 

 

Members’ equity:

 

 

 

 

 

Paid in capital

 

771,458

 

824,963

 

Retained deficit

 

(98,473

)

(81,599

)

Accumulated other comprehensive loss

 

(13,582

)

(9,102

)

Total NRG Wind TE Holdco members’ equity

 

659,403

 

734,262

 

Noncontrolling interests

 

11

 

36

 

Total equity

 

659,414

 

734,298

 

Total liabilities and members’ equity

 

$

885,612

 

$

976,607

 

 

See accompanying notes to consolidated financial statements.

 

1


 


 

NRG WIND TE HOLDCO LLC AND SUBSIDIARIES

Consolidated Statement of Operations and Comprehensive Loss

(In thousands)

 

 

 

Successor

 

Successor

 

 

Predecessor

 

 

 

Nine months

 

April 1, 2014

 

 

January 1,

 

 

 

ended

 

through

 

 

2014 through

 

 

 

September 30,

 

September 30,

 

 

March 31,

 

 

 

2015

 

2014

 

 

2014

 

Operating revenue:

 

 

 

 

 

 

 

 

Electricity sales

 

$

52,700

 

35,773

 

 

22,577

 

Grant revenue

 

 

 

 

537

 

Total operating revenue

 

52,700

 

35,773

 

 

23,114

 

Operating expenses:

 

 

 

 

 

 

 

 

Depreciation, amortization, and accretion

 

34,714

 

22,302

 

 

15,495

 

Maintenance and other operating costs

 

28,173

 

16,886

 

 

9,229

 

Total operating expenses

 

62,887

 

39,187

 

 

24,724

 

Loss from operations

 

(10,187

)

(3,414

)

 

(1,611

)

Other income (expense):

 

 

 

 

 

 

 

 

Equity in (losses) income from unconsolidated affiliates

 

(115

)

(666

)

 

773

 

Interest and other expense, net

 

(6,778

)

(4,805

)

 

(4,484

)

Total other expense

 

(6,893

)

(5,471

)

 

(3,711

)

Net loss

 

(17,080

)

(8,885

)

 

(5,322

)

Benefit for income taxes

 

 

 

 

(6,567

)

Net (loss) income

 

(17,080

)

(8,885

)

 

1,245

 

Net income attributable to noncontrolling interest

 

5

 

(21

)

 

 

Net loss attributable to members of NRG Wind TE Holdco

 

(17,085

)

(8,864

)

 

1,245

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

Unrealized loss on derivatives

 

(4,480

)

(3,021

)

 

(983

)

Other comprehensive loss

 

(4,480

)

(3,021

)

 

(983

)

Comprehensive loss

 

(21,560

)

(11,906

)

 

262

 

Comprehensive income attributable to noncontrolling interest

 

5

 

(21

)

 

 

Comprehensive loss attributable to members of NRG Wind TE Holdco

 

$

(21,565

)

(11,885

)

 

262

 

 

See accompanying notes to consolidated financial statements.

 

2



 

NRG WIND TE HOLDCO LLC AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(In thousands)

 

 

 

Successor

 

 

Predecessor

 

Predecessor

 

 

 

Nine months

 

 

April 1, 2014

 

January 1,

 

 

 

ended

 

 

through

 

2014 through

 

 

 

September 30,

 

 

September 30,

 

March 31,

 

 

 

2015

 

 

2014

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

(17,080

)

 

(8,885

)

1,245

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

Equity in losses and distributions from unconsolidated subsidiaries

 

6,416

 

 

5,351

 

659

 

Depreciation, amortization, and accretion

 

34,714

 

 

22,302

 

15,760

 

Deferred income taxes

 

 

 

 

(6,567

)

Changes in derivative instruments

 

(1,584

)

 

(1,737

)

2,081

 

Loss on disposal of assets

 

1,224

 

 

 

 

Changes in assets and liabilities

 

4,538

 

 

(3,931

)

(859

)

Net cash provided by operating activities

 

28,228

 

 

13,122

 

12,319

 

Cash flows from investing activity:

 

 

 

 

 

 

 

 

Cash from acquired businesses

 

 

 

 

 

Capital expenditures

 

(569

)

 

(100

)

(37

)

Net cash used in investing activity

 

(569

)

 

(100

)

(37

)

Cash flows from financing activity:

 

 

 

 

 

 

 

 

Distribution to partners

 

(30,721

)

 

(14,385

)

(14,220

)

Contributions from partners

 

3,595

 

 

 

 

Repayments of intercompany debt

 

 

 

 

 

Distributions to noncontrolling interests

 

(6

)

 

 

(2

)

Repayments of long-term debt

 

(3,844

)

 

(1,915

)

(141

)

Net cash used in financing activity

 

(30,976

)

 

(16,300

)

(14,363

)

Net increase in cash and cash equivalents

 

(3,317

)

 

(3,278

)

(2,081

)

Cash and cash equivalents at beginning of period

 

22,739

 

 

21,024

 

26,465

 

Cash and cash equivalents at end of period

 

$

19,422

 

 

17,746

 

24,384

 

 

See accompanying notes to consolidated financial statements.

 

3



 

(1)                     Nature of Business

 

NRG Wind TE Holdco LLC (NWTE or the Company) was formed on August 5, 2014 for the purpose of acquiring the project companies listed below and obtaining an investment from JPM Capital Corporation (JPMCC) in return for certain tax and cash benefits, primarily the production tax credits (PTCs). JPMCC is an indirect wholly owned subsidiary of JPMorgan Chase & Co., a multinational financial services company based in the United States.

 

As of September 30, 2015, the following is a list of projects owned by the Company:

 

 

 

 

 

 

 

Owned

 

 

 

 

 

 

 

 

 

 

 

Ownership

 

capacity

 

 

 

 

 

 

 

Project

 

Location

 

Interest

 

(MW)

 

COD

 

PPA Offtaker

 

PPA Term

 

Crosswinds

 

Iowa

 

99

%

21

 

2007

 

CornBelt Electric Co-op

 

2022

 

Elbow Creek

 

Texas

 

100

%

122

 

2009

 

(a)

 

 

Elkhorn Ridge

 

Nebraska

 

67

%

81

 

2009

 

Nebraska Public Power District

 

2029

 

Forward

 

Pennsylvania

 

100

%

29

 

2008

 

Constellation NewEnergy

 

2017

 

Goat Wind

 

Texas

 

99.9

%

150

 

2008/2009

 

(a)

 

 

Hardin

 

Iowa

 

99

%

15

 

2007

 

Interstate Power & Light

 

2027

 

Lookout

 

Pennsylvania

 

100

%

38

 

2008

 

SMECO

 

2030

 

Odin

 

Minnesota

 

99.9

%

20

 

2008

 

Missouri River Energy Services

 

2028

 

San Juan Mesa

 

New Mexico

 

75

%

120

 

2005

 

Southwestern Public Service Company

 

2025

 

Sleeping Bear

 

Oklahoma

 

100

%

95

 

2007

 

Public Service Company of Oklahoma

 

2032

 

Spanish Fork

 

Utah

 

100

%

19

 

2008

 

PacifiCorp

 

2028

 

Wildorado

 

Texas

 

99.9

%

161

 

2007

 

Southwestern Public Service Company

 

2027

 

 


(a) - Elbow Creek and Goat Wind entered into PPAs with various offtakers on October 30, 2015 and November 30, 2015, respectively.

 

All of the projects, except for Elbow Creek, were acquired by NRG on April 1, 2014 in connection with its acquisition of substantially all of the assets of Edison Mission Energy (EME).

 

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)                     Significant Accounting Policies

 

(a)                     Basis of Presentation and Principles of Consolidation

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The Accounting Standards Codification, or ASC, established by the Financial Accounting Standards Board, or FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities.

 

The consolidated financial statements include the Company’s accounts and operations and those of its subsidiaries in which the Company has a controlling interest. All significant intercompany transactions and balances have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidation (ASC 810), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated.

 

(b)                     Predecessor and Successor Reporting

 

On April 1, 2014, NRG completed the acquisition of substantially all of the assets of EME, or the EME Acquisition, including all of its equity interests in the Company, except for Elbow Creek. The EME Acquisition was accounted for under the acquisition method of accounting. Fair value

 

4


 


 

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. Therefore, the Company’s financial information, other than for Elbow Creek, 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 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.

 

On November 3, 2014, NRG contributed its interests in the Company to TE Holdco. Additionally, on November 2, 2015, NRG sold 75% of its remaining interests in TE Holdco to NRG Yield Operating LLC.  No change in basis occurred as a result of these transactions as both the contributing and receiving entities are under the common control of NRG.

 

(3)                     Investments Accounted for by the Equity Method

 

The Company has the following equity method investments as of September 30, 2015.

 

San Juan Mesa

 

The Company owns a 75% interest in San Juan Mesa Wind Project, LLC, which owns a 120 MW wind farm located near Elida, New Mexico (San Juan Mesa). The San Juan Mesa project sells electricity to Southwestern Public Service, a subsidiary of Xcel Energy, under a 20-year PPA. The San Juan Mesa project achieved commercial operation in December 2005. As of September 30, 2015, the Company’s investment in San Juan Mesa was $77,856,000.

 

Elkhorn Ridge Wind

 

The Company owns 66.67% interest in Elkhorn Ridge Wind, LLC, which owns an 81 MW wind farm located in Nebraska (Elkhorn Ridge). The Elkhorn Ridge project sells electricity to Nebraska Public Power District under a 20-year PPA. The Elkhorn Ridge project achieved commercial operation in December 2009. As of September 30, 2015, the Company’s investment in Elkhorn Ridge was $98,616,000.

 

The following table presents summarized financial information of the investments in unconsolidated affiliates accounted for by the equity method (in thousands):

 

 

 

(Successor)

 

(Successor)

 

(Predecessor)

 

 

 

 

 

April 1,

 

 

January 1,

 

 

 

Nine months

 

2014

 

 

2014

 

 

 

ended

 

through

 

 

through

 

 

 

September 30,

 

September 30,

 

 

March 31,

 

 

 

2015

 

2014

 

 

2014

 

Revenues

 

$

15,594

 

$

11,214

 

 

7,936

 

Expenses

 

14,641

 

12,006

 

 

6,351

 

Net income

 

$

953

 

$

(792

)

 

1,585

 

 

5



 

 

 

(Successor)

 

 

 

September 30,

 

 

 

2015

 

Current assets

 

$

7,932

 

Noncurrent assets

 

166,534

 

Total assets

 

$

174,466

 

Current liabilities

 

$

1,233

 

Noncurrent liabilities

 

4,171

 

Total liabilities

 

$

5,404

 

 

The Company’s investment in unconsolidated affiliates differs from the equity of the unconsolidated affiliates due to the impact of acquisition accounting that was not pushed down to the affiliates’ financial statements.

 

(4)                     Accounting for Derivative Instruments and Hedging Activities

 

(a)                     Interest Rate Swaps

 

The Company’s subsidiary, Viento Funding II, LLC, entered into interest rate swaps for the purpose of hedging the variability of cash flows in the interest payments due to fluctuations in LIBOR. These interest rate swap agreements qualify as effective cash flow hedges and entitle the Company to receive a floating (six-month LIBOR) rate and pay a fixed rate.

 

Upon the acquisition of the EME assets on April 1, 2014, the interest rate swap agreements were de-designated and re-designated. As such, the effective portion of the derivative on the acquisition date was frozen in accumulated OCI and is being amortized through interest expense, net over the term of the agreement. There was no change in the terms of the interest rate swap agreements due to this transaction.

 

Interest expense related to the swap agreements was $2,344,000 for the period from January 1, 2014 through March 31, 2014, $2,549,000 for the period from April 1, 2014 through September 30, 2014 and $3,639,000 for the nine months ended September 30, 2015. These costs are included in interest and other expense, net in the accompanying consolidated statement of operations and comprehensive loss.

 

(b)                     Energy-Related Commodities

 

As of September 31, 2015, the Company’s derivative assets primarily consisted of forward contracts for the sale of electricity economically hedging Elbow Creek’s wind farm’s forecasted output through 2015.

 

6



 

(c)                      Fair Value of Derivative Instruments

 

The following table summarizes the Company’s derivative assets and liabilities on the consolidated balance sheet at September 30, 2015 (in thousands):

 

 

 

(Successor)

 

Derivatives designated as cash flow hedges:

 

 

 

Derivative liabilities:

 

 

 

Interest rate contracts current

 

$

3,243

 

Interest rate contracts long term

 

11,800

 

Total liabilities

 

$

15,043

 

Derivatives not designated as cash flow hedges:

 

 

 

Derivative assets:

 

 

 

Commodity contracts current

 

$

1,573

 

Commodity contracts long term

 

38

 

Total assets

 

$

1,611

 

 

(d)                     Accumulated Other Comprehensive Income (Loss)

 

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

 

 

 

Successor

 

Successor

 

 

Predecessor

 

 

 

Nine months

 

April 1, 2014

 

 

January 1,

 

 

 

ended

 

through

 

 

2014 through

 

 

 

September 30,

 

September 30,

 

 

March 31,

 

 

 

2015

 

2014

 

 

2014

 

Mark-to-market of cash flow hedge accounting contracts

 

$

(4,480

)

$

(3,021

)

 

(1,683

)

Reclassification adjustments included in net income

 

 

 

 

700

 

Other comprehensive (loss) income

 

$

(4,480

)

$

(3,021

)

 

(983

)

 

Amounts reclassified from accumulated OCI into income and amounts recognized in income from the ineffective portion of cash flow hedges are recorded to interest expense, net. For the period from April 1, 2014 through September 30, 2014, $3,939,000 was recognized as income from accumulated OCI due to the de-designation of the swaps upon acquisition of the EME assets. No other gains or losses were recognized in income. As of September 30, 2015, all of the forecasted transactions (future interest payments) were deemed probable of occurring.

 

7



 

(e)                      Impact of Derivative Instruments on the Statement of Operations

 

Unrealized gains and losses associated with changes in the fair value of derivative instruments not accounted for as cash flow hedges are reflected in current period earnings. The effect of unrealized (losses) gains from economic hedging activities for the period from January 1, 2014 through March 31, 2014, from April 1, 2014 through September 30, 2014 and for the nine months ended September 30, 2015, was ($452,000), 488,000 and (487,000), respectively, included in electricity sales revenue on the consolidated statement of operations and comprehensive loss.

 

(5)                     Members’ Equity

 

The Company’s Class B membership units are owned 100% by NEGW and the Company’s Class A membership units are owned 100% by JPMCC.

 

(6)                     Related Party Transactions

 

In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of NRG provide services to the Company’s project entities. Amounts due to NRG subsidiaries are recorded as accounts payable — affiliate and amounts due to the Company from NRG subsidiaries are recorded as accounts receivable — affiliate in the Company’s consolidated balance sheet.

 

Certain subsidiaries of NRG provide support services to the Company’s project entities pursuant to various support services agreements. The agreements provide for administrative and support services and reimbursements of certain insurance, consultant, and credit costs. Amounts charged totaled $21,000, $1,092,000 and $2,305,000 for the period from January 1, 2014 through March 31, 2014, the period from April 1, 2014 through September 30, 2014, and the nine months ended September 30, 2015, respectively. These costs are included in the consolidated statement of operations and comprehensive loss as part of maintenance and other operating costs.

 

Certain subsidiaries of NRG have entered into agreements with the Company’s project entities to provide operation and maintenance services for the balance of the plants not covered by turbine supplier’s maintenance and service agreements and for the postwarranty period. The agreements have various terms with provisions for extension until terminated. The Company incurred costs under the agreements in the amounts of $791,000, $1,388,000 and $3,490,000 for the period from January 1, 2014 through March 31, 2014, the period from April 1, 2014  through December 31, 2014 and the nine months ended September 30, 2015 respectively. These costs are included in the consolidated statement of operations and comprehensive loss as part of maintenance and other operating costs.

 

Certain subsidiaries of NRG provide services to the Company’s project entities, which have merchant facilities through power and services agreements. The services include the bidding and dispatch of the generating units and the execution of contracts, including economic hedges, to reduce price risk. The

 

8



 

agreements will remain in effect until terminated by either party upon 30 or 90 days written notice. All of the project entities’ revenue is received through these certain subsidiaries, which in turn sell the electricity to the ISO. The project entities compensate the subsidiaries as defined in the agreements. These costs are included in the consolidated statement of operations and comprehensive loss as a reduction to lease and other revenue. The Company incurred net revenue of $1,749,000, $7,292,000 and $18,387,000 for the periods from January 1, 2014 through March 31, 2014, the period from April 1, 2014 through September 30, 2014 and the nine months ended September 30, 2015, respectively, included in the consolidated statement of operations and comprehensive loss as part of electricity sales revenue.

 

(7)                     Subsequent Events

 

The Company has performed an evaluation of subsequent events through January 19, 2016, which is the date the consolidated financial statements are available to be issued.

 

9