TerraForm Power Reports 4Q 2016 and Full Year 2016 Financial Results

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TerraForm Power Announces Extensions to Regain Nasdaq Compliance

BETHESDA, Md., June 30, 2017 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power" or the "Company"), an owner and operator of clean energy power plants, announced today that the Nasdaq Hearings Panel granted the Company further extensions to regain compliance with Nasdaq's continued listing requirements. Under these extensions, the Company's Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company's Form 10-K for the year ended December 31, 2016 be filed with the SEC by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.

In addition, the Company is required to provide the Nasdaq Hearings Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016. The Nasdaq Hearings Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance.

About TerraForm Power

TerraForm Power is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Power creates value for its investors by owning and operating clean energy power plants. For more information about TerraForm Power, please visit: www.terraformpower.com.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as "expect," "anticipate," "believe," "intend," "plan," "seek," "estimate," "predict," "project," "goal," "guidance," "outlook," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases.

Such statements include, without limitation, statements regarding the additional time that has been granted for the Company to regain compliance with the Nasdaq rules; the Company's ability and time required to regain compliance with the Nasdaq rules; and the progress, outcome and timing of completing the delayed filings and holding the annual meeting. These forward-looking statements are based on current expectations as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the Nasdaq Hearing Panel's review of the additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016, the extent and impact of delays in the Company's completion of its financial statements and the filing of its annual and quarterly reports; whether the Nasdaq Hearings Panel will reconsider the terms of the extension granted; whether the Nasdaq Listing and Hearing Review Council will determine to review the Panel's decision; the Company's ability to regain compliance with Nasdaq's continued listing requirements; as well as additional factors we have described in other filings with the Securities and Exchange Commission.

The risks included above are not exhaustive. Other factors that could adversely affect our business and prospects are described in the filings made by us with the Securities and Exchange Commission.

The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Source

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 29, 2017, TerraForm Power, Inc. (the “Company”) received a notification letter from a Hearings Advisor from the Nasdaq Office of General Counsel, informing the Company that the Nasdaq Hearings Panel (the “Panel”) granted the Company further extensions to regain compliance with Nasdaq’s continued listing requirements. Under these extensions, the Company’s Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company’s Form 10-K for the year ended December 31, 2016 be filed with the Securities and Exchange Commission (the “SEC”) by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.

In addition, the Company is required to provide the Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company’s financial statements for the fiscal year ended December 31, 2016. The Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance. The Nasdaq Listing and Hearing Review Council may also determine to review the Panel’s decision.

SunEdison Bankruptcy Case - Something Is Seriously Wrong Here

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In their May 8 objection to the disclosure statement, the lawyers for the equity committee, Nastasi Partners, raised some key questions:

**Why did the Debtors (SunEdison)... decide to liquidate rather than reorganize?

**How did the Debtors raise $24 billion between 2013 and 2016, but manage to dissipate approximately $20 billion?

**How much are the Debtors' interests in their myriad direct and indirect subsidiaries worth - and what happened to the $9 billion the Debtors invested in them?

**Were the Debtors' servicing contracts with the YieldCo modified around the time of the bankruptcy filings to provide for unilateral termination by the YieldCos on 30 days' notice - thereby stripping the estates of significant value?

**How does the value ascribed to the Debtors' servicing business under the proposed YieldCo Settlement square with an enterprise value of $2.231 billion - the value SunEdison ascribed to that same business in January of 2016?

 Part of the problem with getting a clearer picture of the various multiple layers of subsidiaries is that even the reorganization plan is not specific about what happens with specific intercompany claims. As stated in the proposed plan: "all net Allowed Intercompany Claims (taking into account any setoffs of Intercompany Claims) held by the Debtors between and among any Affiliate of the Debtors shall be either reinstated, cancelled, released, or otherwise settled in the Debtors' discretion with the reasonable consent of the Supporting Second Lien Parties".

Many of the projects have financing that is specific to that project without guarantor of other SunEdison entities and are not part of the Chapter 11 filing. Additional entities, however, have been added over the last year to those included in the joint bankruptcy case. It is unclear on the value of these intercompany receivables and the allowance for doubtful accounts. This makes it nearly impossible to get a handle on valuation of each separate entity and a collective valuation.

Conclusion

After over a year in bankruptcy and over $100 million in bankruptcy fees, this case is still not finished. What happened to the $20 billion is a legitimate question. Given the enormity of the difference in the reported balance sheet for SunEdison and the very modest $84.2 cash recovery from liquidating assets, there needs to be more transparency, with a basic reconciliation statement included in the disclosure statement.

TerraForm Power, TerraForm Global receive Nasdaq letters

TerraForm Power (NASDAQ:TERP) and TerraForm Global (NASDAQ:GLBL) say they received notification letters from Nasdaq, saying the failure to file their latest 10-Q statements could serve as an additional basis for delisting (I, II).

Nasdaq previously granted the companies extensions until June 30 to regain compliance with continued listing requirements regarding their 2016 Form 10-K and Q1 2017 10-Q statements.  Source

Superior court justice upholds $13.6M verdict against wind power firms

Maine Superior Court Justice Michaela Murphy on Friday denied motions filed by First Wind Holdings LLC and its four subsidiaries in response to last fall's $13.6 million verdict in favor of the Eastern Maine Electric Cooperative.

In a news release announcing the decision, the cooperative's lead trial lawyer, Sigmund Schutz of the Preti Flaherty LLP law firm, said Murphy "upheld the jury's verdict that the defendants [First Wind] had acted in bad faith."

Friday's ruling upholds the November 2016 verdict by a Bangor jury awarding $13.6 million to the cooperative, after finding that First Wind and four of its former subsidiaries breached their contractual obligation to negotiate in good faith a 2011 contract to sell a 12.54-mile section of an electricity transmission line to the cooperative.

According to Preti Flaherty, the cooperative filed a lawsuit in Penobscot Superior Court in October 2014 after First Wind and its subsidiaries refused to sell the transmission line and pay for costs that had been outlined in the 2011 sales contract.

The lawsuit subsequently moved to the U.S. District Court in Bangor and then was transferred to the Maine Business and Consumer Court.

Last November's unanimous verdict against the defendants, First Wind Holdings LLC, which is now owned by SunEdison, and the four former subsidiaries, which are now owned by TerraForm Power Inc. (NASDAQ: TERP), was reached last fall after about two hours of deliberations, according to Preti Flaherty's news release.

The $13.6 million jury verdict was one of the largest ever awarded in Maine, according to the law firm.

In upholding the verdict, Preti Flaherty stated that Murphy concluded "the jury could also reasonably find that Eastern Maine Electric Cooperative" had proven its damages to a reasonable certainty … The jury's award was not excessive."

"We are extremely pleased with this decision by the Superior Court," Eastern Maine Electric Cooperative CEO Scott Hallowell said in a statement following the court's ruling. "The jury got it right. We will vigorously defend the jury's verdict in any appeal."

Eastern Maine Electric Cooperative is a consumer-owned electric utility headquartered in Calais serving 12,500 consumers in portions of Washington, Penobscot and Aroostook counties.

Defendants have 21 days to file an appeal to the Maine Supreme Judicial Court.

Read the entire article

SunEdison Shareholder Uncovers Billions Of Dollars In Taxpayer Money Hidden In Bankruptcy

Conclusion and Consequences

SunEdison has received billions of dollars in tax incentives, loans and loan guarantees from the U.S. government. The valuation of projects and subsidiaries has been critical when obtaining these loan. If Homer Parkhill's claim that there is almost no value to the assets in SunEdison is true, it must indicate that the money granted by the U.S. government has been misplaced or mishandled.

There are several factors that point to an Enron-type scenario, and it is a surprise that neither the U.S. Department of Justice nor the U.S. Securities and Exchange Commission have reacted to the situation. But at least the congressional investigations have indicated that some have started to wonder about what has happened and what is currently happening with the taxpayer money that SunEdison has already received.

It is in everyone's interest to get SunEdison's response to congress listed as a docket in this Chapter 11 case or as an SEC filling. In response to the collapse of Enron, Worldcom, and other corporations, the U.S. Congress passed the Sarbanes-Oxley Act of 2002. SunEdison has decided not to file the K-10 and Q-10 pre-petition, which is actually mandatory. Therefore, SunEdison has been successful in bypassing Sarbanes-Oxley regulation that should be a tool used to avoid a new Enron scandal.

Source

Wind farms killing more bats than expected

New York Liberals Refuse To Build Wind Turbines In Their Backyards

Cornell University has again delayed plans to build wind turbines, citing local concerns about health effects, noise and the proximity of homes.

Tompkins County residents fought the Black Oaks Wind Farm for the last 11 years. Ithaca is the county seat and home of the Ivy League school , which has ironically contracted to buy power from the proposed wind farm.

The wind farm is relatively small — only 16 megawatts — but it is still being opposed by many locals, despite 68 percent of the county’s residents voting for Democratic presidential nominee Hillary Clinton in the 2016 elections, according to The New York Times. Clinton promised to produce enough renewable energy to power every U.S. home, and wind would have been part of that plan.

“There’s far too much resistance across New York State, from the very same people who said ‘no shale gas [fracking] in my backyard’ are now saying no solar panels and no wind in my backyard,” Tony Ingraffea, a Cornell University researcher, said at a press conference. “You can’t have it both ways. Suck it up and be courageous.”

Read the entire article

SunEdison Shareholders Made Stunning Accusations In Court

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In addition, a number of shareholders have inundated the court's inbox with letters and emails (60 as of this writing) in a mad attempt to reopen the case for an Equity Committee.

The letters from shareholders vary in purpose and quality, but among their requests are: calls to prosecute Paul Gaynor (former First Wind CEO), Larry Summers (Chief of National Economic Council), Rahm Emanual (former White House Chief of Staff), Steve Scharzman (CEO of Blackstone), and John Podesta (Lobbyist for Renewable Energy) of wide spread collusion, corruption, and fraud; as well as several pleas to reverse the Official Equity Committee denial.

What is clear is that starting in late 2014 there appears to be a change in strategy. Prior to this point (highlighted in green), the Terraforms' debt is increasing incrementally with their assets received from SunEdison, and the transaction is pretty clear in both the buyer and sellers' books. However, at the start of 2015 SunEdison's balance begins to turn exponentially worse. Their assets decrease substantially as they drop them down into the yieldcos but their debt does not keep pace. Instead, debt grows substantially while the Terraform Power and Terraform Global's debt remains relatively flat. This change becomes most pronounced late 2015/early 2016. Terraform Power's assets grew by $2.7 billion, while their debt only increased $800 million. The deltas are somewhat hidden in the consolidated reporting because the overall balance sheet looks healthy as shown below:

It would appear that SunEdison was dropping assets into their yieldcos while keeping all of the debt on its books. This is what is sparking the theories and accusations of fraud. Because this action, if true, makes the entire bankruptcy appear planned from the beginning to strip the debt from the assets.

Jordan Danelz s letter claims this was possible because SunEdison was buying whole entities (such as First Wind and attempted Vivint Solar (NYSE: VSLR) for high premiums, and then keeping the shell of the entity as a subsidiary (with all of the associated debt) while dropping the assets. This was something that I discovered as unusual several months ago. At the time, I noticed SunEdison's First Wind subsidiary was not creating any revenue, despite SunEdison paying close to $2 billion for it.

Conclusion

This is a critical juncture between the Secured and Unsecured Creditors. Both sides are fighting over which path is best for the estate. In the meantime, Judge Bernstein demanded that SunEdison address the recent shareholders' letters. Perhaps re-evaluating the need for an Equity Committee, he asked if SunEdison had indeed gotten "rich" during the bankruptcy process. As it stands, shareholders are without representation and they have made it clear that their voice will be heard through constant letters to the court.

TerraForm Power, Inc. (TERP) - FORM 8-K - Dec 7 2016

http://seekingalpha.com/filing/3316531?uprof=46

Item 2.02 Results of Operations and Financial Condition.

On December 6, 2016, TerraForm Power, Inc. (“TerraForm Power”) issued a press release announcing the reporting of its financial results, and the filing of its Form 10-Q, for the fiscal quarter ended March 31, 2016. The press release also reported certain financial and operating metrics of TerraForm Power as of or for the fiscal quarter ended March 31, 2016 and 2015. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

In the attached press release, TerraForm Power discloses items not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), or non-GAAP financial measures (as defined in Regulation G promulgated by the U.S. Securities and Exchange Commission). A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.

The information in this Current Report on Form 8-K (including the exhibit attached hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K (including the exhibit attached hereto) shall not be incorporated by reference into any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Cautionary Note Regarding Forward-Looking Statements . Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

TerraForm Power, Inc. (TERP)FORM 10-Q | Quarterly Report December 6, 2016

http://seekingalpha.com/filing/3315009?uprof=46

Claim relating to First Wind Acquisition

On May 27, 2016, D.E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., as the representatives of the sellers (the “First Wind Sellers”) filed an amended complaint for declaratory judgment against the Company and Terra LLC in the Supreme Court of the State of New York alleging breach of contract with respect to the Purchase and Sale Agreement, dated as of November 17, 2014 (the “FW Purchase Agreement”) between, among others, SunEdison, the Company and Terra LLC and the First Wind Sellers. The amended complaint alleges that Terra LLC and SunEdison became jointly obligated to make $231.0 million in earn-out payments in respect of certain development assets SunEdison acquired from the First Wind Sellers under the FW Purchase Agreement, when those payments were purportedly accelerated by SunEdison's bankruptcy and by the resignations of two SunEdison employees. The amended complaint further alleges that the Company, as guarantor of certain Terra LLC obligations under the FW Purchase Agreement, is liable for this sum. Defendants filed a motion to dismiss the amended complaint on July 5, 2016, on the ground that, among other things, SunEdison is a necessary party to this action. Plaintiffs filed an opposition to the motion to dismiss on August 22, 2016. Defendants filed their reply on September 12, 2016. A hearing on the motion to dismiss is currently scheduled to take place on January 24, 2017.

Terraform Power reports $208M net loss for 2015

http://seekingalpha.com/news/3228666-terraform-power-reports-208m-net-loss-2015?uprof=46&dr=1#email_link

TerraForm Power (TERP +1.9%) reported a $208M net loss for 2015 in its first financial report in more than a year, with a loss attributed to common shareholders of $80M, or $1.25/share, as it seeks to break away from bankrupt parent SunEdison.

TERP said in its 10-K filing that it has had trouble accessing debt and equity markets since SunEdison filed for bankruptcy in April, and that it still relies on SunEdison for operational, systems and staffing support, among other things; TERP said the bankruptcy also led to the loss of $11.3M in cancellations for residential solar projects.

TERP said it "has a well-defined process and timeline and has asked bidders to provide firm pricing by a defined date in early January 2017, with binding bids due shortly thereafter."

TerraForm Power, Inc. - Selected Financial Data

http://www.batr.org/ecoenergy/id11.html

Our consolidated financial statements were prepared assuming we would continue as a going concern (which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business). Our ability to continue as a going concern is dependent on many factors, including among other things, the resolution of the SunEdison Bankruptcy absent claims from interested parties that the assets and liabilities of the Company be substantively consolidated with SunEdison and that the Company and/or its assets and liabilities be included in the SunEdison Bankruptcy as well as our ability to comply with or modify our existing debt covenant requirements. Management’s plans with respect to these conditions are further described in Note 1 to our consolidated financial statements included in this annual report on Form 10-K. The following Selected Financial Data taken from our accompanying financial statements have been prepared assuming that we will continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Read the entire statement on the above link

TerraForm Power, Inc. (TERP)FORM 10-K | Annual Report

http://seekingalpha.com/filing/3313399?uprof=46&utoken=5a73019890f4b8b60a9892f2ee461e92eb22beb6

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

As of December 31, 2015 , management conducted an assessment of the effectiveness of our internal control over financial reporting based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO 2013 Framework). Based on management’s assessment using these criteria, our management concluded that, as of December 31, 2015 , our internal control over financial reporting was not effective as further described below.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2015 , we identified the following material weaknesses:

The Company, and SunEdison as our service provider for all matters related to financial reporting processes and controls, did not maintain an effective control environment, risk assessment process, information and communication process and monitoring activities based on the following:

•
The Company did not have effective Board oversight and management monitoring activities over the information technology system development and implementation of financial reporting processes and internal controls established by the parent company service provider;
•
The Company did not have a sufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and the design and effective operation of internal controls conducted by the parent company service provider;
•
The Company did not have an effective risk assessment process that identified and assessed necessary changes in generally accepted accounting principles, financial reporting processes and internal controls, in response to risks of fraud and error impacted by changes in the business model resulting from rapid growth from acquisitions, changes in information systems, changes at SunEdison, and transition of key personnel;
•
The Company did not have effective information and communication processes that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities; and
•
The Company did not have effective monitoring activities in place to assess whether the components of internal control were present and functioning.

Accordingly, the Company, and SunEdison as our service provider for all matters related to financial reporting processes and controls, did not have effective control activities over the following:

•
The Company did not have effective general information technology controls (GITCs), specifically, system development, program change, and access GITCs over the consolidation and Solar segment operating systems, databases, and IT applications. Also, the Company did not have effective access controls over the Wind Segment operating system,

databases, and IT applications. Accordingly, process level automated controls and compensating manual controls that were dependent upon the information derived from IT systems were also deemed ineffective.
•
The Company did not have effective controls over the completeness, existence, and accuracy of revenues, specifically, process level controls over the price and quantity inputs to revenue and accounts receivable transactions were not adequately designed and performed.
•
The Company did not have effective operation of reconciliation controls over the completeness, existence and accuracy of various balance sheet accounts. Specifically, the reconciliation controls did not adequately investigate, resolve and correct reconciling items on a timely basis.
•
The Company did not have effective controls over the completeness, existence and accuracy of allocated general and administrative expenses including payroll and other costs shared with SunEdison.
•
The Company did not have effective controls over the completeness, existence and accuracy of the transfer of historical costs related to renewable energy facilities acquired from SunEdison.
•
The Company did not have effective controls over the completeness and presentation of restricted cash. Specifically, the Company’s policies and procedures to record restricted cash were not applied consistently across accounts.
•
The Company did not have effective controls over the completeness and accuracy of information used in goodwill impairment, business combinations, hypothetical liquidation of book value, debt covenant compliance and going concern processes.

These control deficiencies resulted in several material misstatements to the preliminary consolidated financial statements that were corrected prior to the issuance of the audited consolidated financial statements. These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2015.