Note 3. Investment in Unconsolidated Affiliates

As of August 31, 2016, the Partnership owns a 49% ownership interest in each of SG2 Holdings, North Star Holdings and Lost Hills Blackwell Holdings. On September 20, 2016, OpCo entered into a Contribution Agreement with SunPower and SunPower AssetCo, LLC, a wholly-owned subsidiary of SunPower, to acquire a 49% interest in a substantially completed, 102 MW photovoltaic solar generating facility located in Kings County, California (the “Henrietta Project”) for $134.0 million in cash (the “Henrietta Acquisition”).

An affiliate of Southern Company, which is not affiliated with the Partnership, owns the other 51% ownership interest in SG2 Holdings, North Star Holdings, Lost Hills Blackwell Holdings and the Henrietta Project. The minority membership interests are accounted for as equity method investments. The following table summarizes the activity of the Partnership’s investments in its unconsolidated affiliates during the three and nine months ended August 31, 2016. The Partnership’s investment in the Henrietta Project will be included in the Partnership’s unaudited condensed consolidated financial statements beginning September 29, 2016. Please read “—Note 15—Subsequent Events” for further details.

	Three Months Ended			Nine Months Ended
	August 31,			August 31,
Projects	2016			2016
(in thousands)
Balance at the beginning of the period	$	348,588		$	352,070
Equity in earnings in unconsolidated affiliates (1)		8,075			13,504
Distributions from unconsolidated affiliates (2)		(6,872	)		(15,783	)
Balance at the end of the period	$	349,791		$	349,791

(1)

The net income (loss) used to determine the Partnership’s equity in earnings of unconsolidated affiliates reflects adjustments pursuant to the equity method of accounting, including the amortization of basis differences resulting from the Partnership’s proportionate share of certain equity method investees’ net assets exceeding their carrying values.

(2)

On the consolidated statements of cash flows, the Partnership classifies distributions received from unconsolidated investees accounted for under the equity method using the cumulative earnings approach. Under the cumulative earnings approach, the Partnership compares cumulative distributions received, less distributions received in prior year that was determined to be returns of investment, to its share of cumulative equity in earnings (as adjusted for basis differences) for each unconsolidated investee on an inception-to-date basis. If the Partnership’s inception-to-date distributions are greater than its inception-to-date equity in earnings for an unconsolidated investee, the distributions up to its inception-to-date equity in earnings are considered a return on investment and are therefore classified as cash flows from operating activities while the distributions of that unconsolidated investee in excess of its inception-to-date equity in earnings are considered to be a return of investment and are classified as cash flows from investing activities. If the Partnership’s inception-to-date distributions are less than its inception-to-date equity in earnings for an unconsolidated investee, such distributions are considered to be a return on investment and are classified as cash flows from operating activities.

The difference between the amounts at which the Partnership’s investments in unconsolidated affiliates are carried and the Partnership’s proportionate share of the equity method investee’s net assets for equity method investments was $55.2 million and $56.5 million as of August 31, 2016 and November 30, 2015, respectively. The Partnership accretes the basis difference over the life of the underlying assets and the accretion was $0.4 million and $1.2 million for the three and nine months ended August 31, 2016, respectively, and $0.3 million for both of the three and eight months ended August 31, 2015.

The following table presents summarized financial information of SG2 Holdings, North Star Holdings and Lost Hills Blackwell Holdings as derived from the unaudited condensed consolidated financial statements of the affiliates for the three and nine months ended August 31, 2016 and the three and eight months ended August 31, 2015:

	Three Months Ended				Nine Months Ended		Eight Months Ended
	August 31,		August 31,		August 31,		August 31,
(in thousands)	2016		2015		2016		2015
Summary statements of operations information:
Revenue	$	24,433	$	23,178	$	52,140	$	40,497
Operating expenses		11,201		12,102		34,483		25,480
Net income		13,346		11,155		17,964		15,025