Print Page  Close Window

SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 03/07/2018
Entire Document
 

Dividends

The following table presents cash dividends declared and/or paid on Class A common stock during 2017, 2016 and 2015. Prior to the Special Dividend (as defined below), TerraForm Power had not declared or paid a dividend since the quarterly dividend for the third quarter of 2015.
 
Dividends per Share
 
Declaration Date
 
Record Date
 
Payment Date
2017:
 
 
 
 
 
 
 
Special Dividend1
$
1.940

 
October 6, 2017
 
October 16, 2017
 
October 17, 2017
2015:
 
 
 
 
 
 
 
Third Quarter
0.350

 
November 9, 2015
 
December 1, 2015
 
December 15, 2015
Second Quarter
0.335

 
August 6, 2015
 
September 1, 2015
 
September 15, 2015
First Quarter
0.325

 
May 7, 2015
 
June 1, 2015
 
June 15, 2015
2014:
 
 
 
 
 
 
 
Fourth Quarter
0.270

 
December 22, 2014
 
March 2, 2015
 
March 16, 2015
———
(1)
On October 6, 2017, the Board declared the payment of a special cash dividend (the “Special Dividend”) to holders of record immediately prior to the effective time of the Merger in the amount of $1.94 per fully diluted share, which included the Company’s issued and outstanding Class A shares, Class A shares issued to SunEdison pursuant to the Settlement Agreement (more fully described above) and Class A shares underlying outstanding RSUs of the Company under the Company’s long-term incentive plan.

On February 6, 2018, the Board declared a quarterly dividend with respect to TerraForm Power's Class A common stock of $0.19 per share. The dividend is payable on March 30, 2018 to shareholders of record as of February 28, 2018. This dividend represents the Company's first dividend payment under Brookfield sponsorship.

16. STOCK-BASED COMPENSATION

The Company has an equity incentive plan that provides for the award of incentive and nonqualified stock options, restricted stock awards (“RSAs”) and RSUs to personnel and directors who provide services to the Company, including personnel and directors who also provide services to the Company's affiliates, including SunEdison and TerraForm Global, Inc. during the periods those companies were affiliates of the Company. The maximum contractual term of an award is ten years from the date of grant. As of December 31, 2017, an aggregate of 3,926,121 shares of Class A common stock were available for issuance under this plan. Upon exercise of stock options or the vesting of RSUs, the Company will issue shares that have been previously authorized to be issued.

Historically, stock-based compensation costs related to equity awards in the Company's stock were allocated to the Company, SunEdison and TerraForm Global, Inc. based on the relative percentage of time that the personnel and directors spent providing services to the respective companies. As of January 1, 2017, the Company hired certain former employees of SunEdison who provided dedicated services to the Company. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been awarded to the Company’s employees was $11.3 million, $3.4 million and $12.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is reflected in the consolidated statements of operations within general and administrative expenses. The total amount of stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison and TerraForm Global, Inc. was $3.4 million for the years ended December 31, 2017 and 2016 and $10.5 million for the year ended December 31, 2015, and was recognized as a distribution to SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity with no impact to the Company's consolidated statement of operations. Similarly, stock-based compensation costs related to equity awards in the stock of SunEdison, Inc. and TerraForm Global, Inc. awarded to employees of the Company were allocated to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison, Inc. and TerraForm Global, Inc. that was allocated to the Company was $5.5 million, $2.7 million and $1.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is reflected in the consolidated statement of operations within general and administrative expenses - affiliate and has been treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statements of stockholders' equity. In July of 2017, the Bankruptcy Court approved SunEdison's plan of reorganization which provided that all unvested equity awards in the stock of SunEdison, Inc. would be canceled. As a result, all previously unrecognized compensation cost pertaining to unvested equity awards in the stock of SunEdison, Inc. that


133