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Business Combinations (Tables)
9 Months Ended
Aug. 31, 2016
Unaudited Pro Forma Supplementary Data

The following unaudited pro forma supplementary data gives effect to the 2015 Acquisitions as if the transactions had occurred on December 30, 2013. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed as indicative of the Partnership’s results of operations had the 2015 Acquisitions been consummated on the date assumed or of the Partnership’s results of operations for any future date.

 

 

 

Three Months Ended

 

 

Eight Months Ended

 

 

 

August 31,

 

 

August 31,

 

(in thousands)

 

2015

 

 

2015

 

Operating revenues

 

$

3,764

 

 

$

9,441

 

Net loss

 

 

2,993

 

 

 

(11,090

)

Net income attributable to 8point3 Energy Partners LP Class A shares

 

 

1,358

 

 

 

1,849

 

Net income per Class A share - Basic and Diluted

 

$

0.07

 

 

$

0.09

 

 

Kern Acquisition  
Purchase Allocation for Acquired Assets and Liabilities

The Kern Phase 1(a) Acquisition and the Kern Phase 1(b) Acquisition qualify as a business combination and the Partnership accounts for the transaction under the acquisition method.  The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kern Phase 1(a) Assets is disclosed in the following table.  Please read “—Note 15—Subsequent Events” for the purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kern Phase 1(b) Assets.

 

(in thousands)

 

Fair Value

 

Property and equipment

 

$

9,733

 

Related party payable

 

 

(3,435

)

Asset retirement obligation

 

 

(547

)

Noncontrolling interest

 

 

(864

)

Net assets acquired

 

$

4,887

 

 

Kingbird Purchase Agreement  
Purchase Allocation for Acquired Assets and Liabilities

The Kingbird Acquisition qualifies as a business combination and the Partnership accounts for the transaction under the acquisition method.  The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Kingbird Project is as follows:

 

(in thousands)

 

Fair Value

 

Property and equipment

 

$

117,473

 

Prepaid transmission services

 

 

1,982

 

Interest receivable

 

 

72

 

Related party payable (1)

 

 

(63,971

)

Asset retirement obligation

 

 

(981

)

Noncontrolling interest

 

 

(11,709

)

Net assets acquired

 

$

42,866

 

 

 

(1)

Related party payable represents liabilities for amounts due to an affiliate of First Solar related to the construction of the project and consisted of: (i) a $17.1 million contribution to FSAM Kingbird Solar Holdings, LLC, the acquired company, by OpCo on May 31, 2016, which was subsequently paid by the acquired company and (ii) a $46.8 million payment made from the capital contribution by the tax equity investor on May 31, 2016.

Hooper Acquisition  
Purchase Allocation for Acquired Assets and Liabilities

The Hooper Acquisition qualifies as a business combination and the Partnership accounts for the transaction under the acquisition method.  The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Hooper Project is as follows:

 

(in thousands)

 

Fair Value

 

Property and equipment

 

$

76,419

 

Prepaid expense

 

 

240

 

Accounts receivable (1)

 

 

568

 

Accrued liabilities (2)

 

 

(463

)

Noncontrolling interest

 

 

(23,679

)

Net assets acquired (3)

 

$

53,085

 

 

 

(1)

Accounts receivable represent the fair value of the trade accounts receivable acquired, all of which are expected to be collected.

 

(2)

Accrued liabilities includes $0.3 million of cash distributions payable that was paid to the tax equity investor on April 30, 2016.

 

(3)

The net purchase price for the acquisition represents $53.5 million of cash paid by OpCo, offset by $0.4 million cash acquired in the Hooper Project Entity.

Macy's Maryland Acquisition  
Purchase Allocation for Acquired Assets and Liabilities

The Macy’s Maryland Acquisition qualifies as a business combination and the Partnership accounts for the transaction under the acquisition method.  The purchase allocation of the identifiable assets acquired, liabilities assumed and noncontrolling interests of the Macy’s Maryland Project is as follows:

 

(in thousands)

 

Fair Value

 

Property and equipment

 

$

19,807

 

Customer contract intangible (1)

 

 

1,348

 

Related party payable (2)

 

 

(13,975

)

Asset retirement obligation

 

 

(278

)

Noncontrolling interest

 

 

(550

)

Net assets acquired (3)

 

$

6,352

 

 

 

(1)

Customer contract intangible will be amortized on a straight-line basis beginning on COD through the contract term end date of December 31, 2020.

 

(2)

Related party payable represents liabilities for amounts due to SunPower related to the construction of the project and consisted of: (i) $5.6 million paid to SunPower on September 21, 2016 when the Macy’s Maryland Project met certain construction milestones and (ii) $8.3 million of capital contributions due by the tax equity investor of which $3.3 million was paid on September 21, 2016.

 

(3)

The net purchase price for the acquisition represents $12.0 million of cash contributed by OpCo to Macy’s Maryland Class B Partnership, the acquired company, of which $6.4 million was subsequently paid to SunPower and the $5.6 million remaining balance due was paid to SunPower on September 21, 2016 when the Macy’s Maryland Project met certain construction milestones.

I P O First Solar Project Entities  
Purchase Allocation for Acquired Assets and Liabilities

The purchase allocation for the acquired assets and liabilities of the above IPO First Solar Project Entities is as follows:

 

(in thousands)

 

Fair Value

 

Property and equipment

 

$

56,497

 

Equity method investment - Solar Gen 2

 

 

216,483

 

Equity method investment - North Star

 

 

103,849

 

Equity method investment - Lost Hills Blackwell

 

 

34,121

 

Asset retirement obligation

 

 

(2,130

)

Total purchase price

 

$

408,820