TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power”), an owner and operator of clean energy power plants, today reported fourth quarter and full year 2016 financial results and filed its Form 10-K for the annual period ended December 31, 2016 with the Securities and Exchange Commission. The Form 10-K is available on the Investors section of TerraForm Power’s website at www.terraformpower.com.
“The filing of our Form 10-K for 2016 is an important milestone for TerraForm Power. In addition, we have made significant progress in meeting the closing conditions for the Brookfield transaction, including the approval of our settlement agreement with SunEdison by the bankruptcy court,” said Peter Blackmore, Chairman and Interim CEO of TerraForm Power. “Our team remains focused on meeting the outstanding closing conditions, which include the receipt of certain regulatory approvals and shareholder approval of the transaction. We continue to expect the transaction to close in the second half of 2017.”
4Q 2016 and FY 2016 Results: Key Metrics
| 4Q 2016 | 4Q 2015 | % change YoY | 2016 | 2015 | % change YoY | ||
| Revenue, net ($M) | $135 | $106 | 28% | $655 | $470 | 39% | |
| Net Income / (Loss) ($M) | ($135) | ($156) | n/a | ($242) | ($208) | n/a | |
| MW (net) in operation at end of period | 2,983 | 2,931 | 2% | 2,983 | 2,931 | 2% | |
| Capacity Factor | 28.2% | 22.9% | +530 bps | 28.6% | 22.3% | +630 bps | |
| MWh (000s) | 1,912 | 1,069 | 79% | 7,724 | 3,462 | 123% | |
| Adj. Revenue / MWh | $76 | $100 | -24% | $90 | $135 | -34% | |
| Adj. Revenue ($M) | $146 | $107 | 36% | $692 | $467 | 48% | |
| Adj. EBITDA ($M) | $112 | $72 | 55% | $516 | $358 | 44% | |
| Adj. EBITDA margin | 76.6% | 67.1% | +950 bps | 74.5% | 76.6% | (210) bps | |
| CAFD ($M) | $84 | $23 | 263% | $166 | $228 | -27% | |
| Unrestricted Cash ($M) at end of period | $565 | $627 | -10% | $565 | $627 | -10% | |
As disclosed in the Company’s Form 10-K for 2016, as of December 31, 2016, the Company did not maintain an effective control environment based on certain identified material weaknesses. Notwithstanding such material weaknesses, our management concluded that our consolidated financial statements in the Form 10-K for 2016 present fairly, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with generally accepted accounting principles. The audited financial statements for the year ended December 31, 2016 include a going concern explanatory note.
Annual Meeting
TerraForm Power has scheduled its annual meeting of stockholders for August 10, 2017 at 4:30 pm ET. As the Company did not hold an annual meeting of stockholders in 2016, pursuant to Rule 14a-8 under the Exchange Act, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in its proxy materials for the 2017 Annual Meeting. In order to be considered timely, such stockholder proposals must have been received by the Company no later than July 21, 2017. This deadline will also apply in determining whether notice is timely for purposes of exercising discretionary voting authority with respect to proxies for purposes of Rule 14a-4(c) under the Exchange Act. Pursuant to the Company’s Amended and Restated Bylaws, a stockholder who wishes to bring business before the 2017 Annual Meeting outside of Rule 14a-8 under the Exchange Act or nominate a person for election to the Board of Directors of the Company must ensure that written notice of such proposal or nomination is received no later than the close of business on July 31, 2017, which is the 10th day following the day on which notice of the date of the 2017 Annual Meeting was publicly announced by the Company.
All stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, and all notices of other stockholder proposals and director nominations, must be delivered to or mailed and received at the principal executive offices of the Company, at TerraForm Power, Inc., 7550 Wisconsin Ave., 9th Floor, Bethesda, Maryland 20814. The Company’s Bylaws also specify certain requirements regarding the form and content of notices of stockholder proposals and director nominations. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements. Additional details on the meeting can be found on the Investors section of TerraForm Power’s website at www.terraformpower.com.
