Print Page  Close Window

SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
Entire Document
 

While this work is ongoing, we have made significant progress as part of these strategic initiatives to, among other things, establish stand-alone information technology, accounting and other systems and infrastructure, directly hiring our employees and retaining backup O&M and asset management services for our wind and solar facilities that we may elect to make our prime providers or making plans to self-perform these services. Our business will be negatively impacted to the extent we are unsuccessful in implementing the remaining parts of these plans or the resulting ongoing long-term costs are higher than the costs we were expecting to incur with SunEdison as our sponsor.

As part of our strategic review process, we also initiated a process for the exploration and evaluation of potential strategic alternatives, which culminated in our entry into the Merger Agreement and the Sponsorship Transaction with Brookfield and its affiliates and the Settlement Agreement and the Voting and Support Agreement with SunEdison. These transactions are subject to conditions, some of which are out of our control. We continue to remain focused on these strategic initiatives and other near term priorities. However, until we have resolved our relationship with SunEdison and consummated the Merger, we continue to experience increased uncertainty, which has heightened some of the risks naturally inherent in our business, including the conditions in the capital markets for our corporate-level debt and equity securities. Other aspects of the markets relevant to our business have remained relatively stable, including the expected performance of our renewable energy facilities, long-term offtake agreements, and the credit quality of our offtakers.

Offtake contracts

Our revenue is primarily a function of the volume of electricity generated and sold by our renewable energy facilities as well as, to a lesser extent, where applicable, the sale of green energy certificates and other environmental attributes related to energy generation. Our current portfolio of renewable energy facilities are generally contracted under long-term PPAs with creditworthy counterparties. As of December 31, 2016, the weighted average remaining life of our PPAs was 15 years. Pricing of the electricity sold under these PPAs is generally fixed for the duration of the contract, although certain of our PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA.

The Company also generates RECs as it produces electricity. RECs are accounted for as governmental incentives and are not considered output of the underlying renewable energy facilities. These RECs are currently sold pursuant to agreements with third parties, SunEdison and a certain debt holder, and REC revenue is recognized as the underlying electricity is generated if the sale has been contracted with the customer. Under the terms of certain debt agreements with a creditor, SRECs are transferred directly to the creditor to reduce principal and interest payments due under solar program loans. Additionally, we have contractual agreements with SunEdison for the sale of 100% of the SRECs generated by certain systems included in our initial portfolio.

To date, we have not identified any significant power purchase agreement that includes a provision that would currently permit the offtake counterparty to terminate the agreement due to the event of the SunEdison Bankruptcy. However, to date we have identified one PPA that contains an event of default that can be triggered if the related project-level credit agreement is accelerated. This project-level credit agreement is currently in default because of our failure to deliver project-level audited financial statements for 2016 but is still within the contractual grace period for failure to deliver which extends to the end of July 2017. This project is expected to provide approximately $8.0 million of project-level cash available for distribution for 2017. We are working to obtain waivers or forbearance agreements from the project-level lenders with respect to this project that would avoid triggering this default under the PPA. Given the importance of maintaining PPAs, we believe our lenders for this project will likely be incentivized to take steps to avoid defaults under the PPA if we fail to cure the default, but we cannot assure that result.

Project operations and generation availability

The Company's revenue is a function of the volume of electricity generated and sold by our renewable energy facilities. Generation availability refers to the actual amount of time a power generation asset produces electricity divided by the amount of time such asset is expected to produce electricity, which reflects anticipated maintenance and interconnection interruptions. Our ability to generate electricity in an efficient and cost-effective manner is impacted by our ability to maintain and utilize the electrical generation capacity of our renewable energy facilities. The volume of electricity generated and sold by our renewable energy facilities during a particular period is also impacted by the number of facilities that have achieved commercial operations, as well as both scheduled and unexpected repair and maintenance required to keep our facilities operational. Equipment performance represents the primary factor affecting our operating results because equipment downtime impacts the volume of the electricity that we are able to generate from our renewable energy facilities. We are currently transitioning away from our historic reliance on SunEdison as the primary asset manager and operations and maintenance servicer for our wind and solar plants. Over the course of 2016, we ran a broad based process to identify and evaluate the capabilities of third party providers. To date, we have engaged third party providers for a portion of our wind and solar assets


76