EX-99.2 5 a992-unauditedfinancialsta.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2
HIGH PLAINS RANCH II, LLC
Financial Statements
As of June 30, 2016 and for the six months ended June 30, 2016 and 2015






HIGH PLAINS RANCH II, LLC

Table of Contents


 
Page(s)
Balance Sheets
1
 
 
Statement of Income and Comprehensive Income
2
 
 
Statements of Cash Flows
3
 
 
Notes to Financial Statements
4-5





HIGH PLAINS RANCH II, LLC
Balance Sheets
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
December 31, 2015
 
 
 
 
 
 
 
 
(unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
 
Cash
 
 
 
$
3
 
45
 
Restricted cash
 
68,324
 
82,725
 
Accounts receivable – trade
 
11,968
 
3,648
 
Notes receivable
 
9,623
 
9,623
 
Spare parts inventory
 
1,062
 
1,079
 
Prepayments and other current assets
 
643
 
1,308
 
 
Total current assets
 
 
91,623
 
98,428
Property, plant, and equipment, net of accumulated depreciation of $96,439 and $80,638
813,262
 
821,554
Other assets:
 
 
 
 
 
 
Notes receivable
 
15,237
 
20,049
 
Other receivable - SunPower indemnity
 
75,000
 
75,000
 
 
Total other assets
 
90,237
 
95,049
 
 
Total assets
$
995,122
 
1,015,031
Liabilities and Members’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
 
Current portion of long-term debt
$
23,548   
 
22,652   
 
Accounts payable – trade
 
536   
 
384   
 
Accounts payable – affiliate
 
807   
 
1,099   
 
Accrued interest expense
 
8,835   
 
9,105   
 
Other current liabilities
 
92   
 
82   
 
 
Total current liabilities
 
33,818   
 
33,322   
Other liabilities:
 
 
 
 
 
Long-term debt
 
752,837   
 
766,673   
 
Asset retirement obligation
 
3,988   
 
3,825   
 
Other non-current liabilities
 
11,500   
 
3,918   
 
 
Total non-current liabilities
 
768,325   
 
774,416   
 
 
Total liabilities
 
802,143   
 
807,738   
Commitments and Contingencies
 
 
 
 
Member’s equity
 
192,979   
 
207,293   
 
 
Total liabilities and members’ equity
$
995,122   
 
1,015,031   
See accompanying notes to financial statements.

1




HIGH PLAINS RANCH II, LLC
Statements of Operations and Comprehensive Income
(In thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
Six months ended June 30, 2015
Operating revenues
 
 
 
 
 
 
 
Total operating revenues
 
$
39,360
 
38,619
Operating costs and expenses:
 
 
 
 
 
 
Cost of operations
 
 
4,004
 
5,187
 
Depreciation and accretion expense
 
 
15,964
 
15,670
 
 
Total operating costs and expenses
 
19,968
 
20,857
 
 
Operating income
 
 
19,392
 
17,762
Other income (expense):
 
 
 
 
 
 
Interest income
 
 
435
 
597
 
Interest expense
 
 
(12,109)
 
(12,376)
 
 
Total other expense
 
 
(11,674)
 
(11,779)
 
 
Net income
 
 
7,718
 
5,983
Other comprehensive income:
 
 
 
 
 
 
Unrealized income on derivatives
 
 
1,036
 
1,059
 
 
Other comprehensive income
 
 
1,036
 
1,059
 
 
Comprehensive income
 
$
8,754
 
7,042
See accompanying notes to financial statements.

2



HIGH PLAINS RANCH II, LLC
Statements of Cash Flows
(In thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
Six months ended June 30, 2015
Cash flows from operating activities:
 
 
 
 
 
Net income
 
$
7,718
 
5,983
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation expense
 
15,801
 
15,539
 
 
Accretion of asset retirement obligation
 
163
 
131
 
 
Amortization of debt issuance costs
 
97
 
98
 
 
Amortization of swaption premiums
 
1,036
 
1,059
 
Cash (used) provided by changes in other working capital:
 
 
 
 
 
 
Accounts receivable – trade
 
(8,320)
 
(7,920)
 
 
Spare parts inventory
 
17
 
(709)
 
 
Prepayments and other current assets
 
665
 
765
 
 
Accounts payable – trade
 
(663)
 
(55)
 
 
Accounts payable – affiliate
 
(292)
 
(386)
 
 
Non-current liabilities
 
628
 
1,338
 
 
 
Net cash provided by operating activities
 
16,850
 
15,843
Cash flows from investing activities:
 
 
 
 
 
Capital expenditures
 
0
 
(520)
 
Decrease in note receivable
 
4,812
 
4,851
 
Decrease in restricted cash
 
14,401
 
14,737
 
 
 
Net cash provided by (used in) investing activities
 
19,213
 
19,068
Cash flows from financing activities:
 
 
 
 
 
Payments for long-term debt
 
(13,037)
 
(12,173)
 
Dividend paid/return of capital to members
 
(23,068)
 
(22,738)
 
 
 
Net cash (used in) provided by financing activities
 
(36,105)
 
(34,911)
 
 
 
Net change in cash
 
(42)
 
0
Cash, beginning of period
 
45
 
228
Cash, end of period
$
3
 
228
See accompanying notes to financial statements.


3



HIGH PLAINS RANCH II, LLC
Notes to Financial Statements
June 30, 2016

(1)
Nature of Business
High Plains Ranch II, LLC, or the Company, a Delaware limited liability company, was a wholly owned subsidiary of NRG Solar CVSR Holdings, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of NRG Solar Sunrise, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of NRG Renew LLC, or NRG Renew, a Delaware limited liability company, which is a wholly owned subsidiary of NRG Repowering Holdings LLC, a Delaware limited liability company, which is a wholly owned subsidiary of NRG Energy, Inc., or NRG or the Parent.
The Company was organized to develop, construct, and own a 250‑megawatt, or MW, photovoltaic solar facility located in San Luis Obispo County, California known as California Valley Solar Ranch, or CVSR or the Facility. CVSR sells electricity to Pacific Gas & Electric Co., or PG&E, an electric utility based in San Francisco, California, under two 25-year power purchase agreements, or PPA, one for 210 MW and the other for 40 MW for resale to its customers.
On February 13, 2013, NRG Solar Sunrise, LLC assigned 51.05% of its membership shares in the Company to NRG Solar CVSR Holdings 2, LLC, a wholly owned subsidiary of NRG Solar Sunrise, LLC. On July 22, 2013, NRG Solar CVSR Holdings, LLC assigned 48.95% of its interest in the Company to NRG Yield Operating LLC, a consolidated subsidiary of NRG Yield LLC. NRG Yield, Inc. owns 44.7% of NRG Yield LLC and NRG owns the remaining portion. During 2016, CVSR Holdco LLC was formed to own NRG Solar CVSR Holdings, LLC. On September 1, 2016, as further described in Note 3, Subsequent Events, NRG Yield Operating LLC acquired the remaining 51.05% interest in the Company through its acquisition of 51.05% of CVSR Holdco LLC.
Operations commenced on the first 22 MW phase in September 2012 and 105 MWs for phases two and four in December 2012. For the completion of the final phase, 21 MWs commenced operation in the third quarter of 2013 and 102 MWs commenced operation on October 31, 2013.
The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the Company’s annual financial statements. Interim results are not necessarily indicative of results of a full year.
(2)
Accounting for Derivative Instruments and Hedging Activities
CVSR Interest Rate Swaption
The Company continues to amortize to interest expense the frozen OCI representing the value of the CVSR swaptions, previously designated as cash flow hedges, at the point when cash flow hedge accounting was discontinued. The Company will amortize the remaining amount over the term of the related debt. The swaps matured on dates ending in 2013.

4



Accumulated Other Comprehensive Loss
The following table summarizes the effects of the swaptions on the Company’s accumulated OCI balance, which reflects the amortization of the swaptions described above (in thousands):
Accumulated OCI balance at
 
 
 
December 31, 2015
$
(26,837)  
Amortization of swaptions to interest
 
 
 
expense
 
 
 
1,036   
Accumulated OCI balance at
 
 
 
June 30, 2016
$
(25,801)  
 
 
 
 
 
 
 
 
 

(3)
Subsequent Events
On April 18, 2016, CVSR Holdco LLC was created whereas NRG Yield Operating LLC owns 48.95% and NRG Solar CVSR Holdings 2 LLC owns 51.05% of the entity. CVSR Holdco LLC owns 100% of NRG Solar CVSR Holdings LLC, which in turn owns 100% of the Company.
On July 15, 2016, CVSR Holdco LLC, issued $200 million of senior secured notes that bear interest at 4.68% and mature on March 31, 2037.  Interest on the notes is payable semi-annually on March 31 and September 30 of each year, and commence on September 30, 2016. Net proceeds were distributed to NRG Yield Operating LLC and NRG based on the ownership as of July 15, 2016.
On September 1, 2016, NRG Yield Operating LLC acquired the remaining 51.05% of the Company, through its acquisition of membership interests in CVSR Holdco LLC. In connection with the purchase and sale agreement and prior to close of the transaction, the $75 million receivable and $7 million payable resulting from the litigation with SunPower were transferred to NRG as a net reduction to its ownership interest in the Company.
The Company has evaluated subsequent events from the balance sheet date through September 6, 2016, the date at which the financial statements were available to be issued, and determined that there are no other items to disclose.



5